At a meeting of its Board of Directors held on April 28, 2004, Yamaha Motor adopted a proposal to authorize stock acquisition rights as stock options, pursuant to Articles 280-20 and 280-21 of the Commercial Code of Japan. The proposal, which will be placed on the agenda of the 69th Ordinary General Meeting of Shareholders of the Company, to be held on June 24, 2004, is as follows. |
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1. |
Reason for the Issuance of Stock Acquisition Rights with Specially Favorable Conditions |
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Yamaha Motor Co., Ltd. will issue stock acquisition rights to Directors, Corporate Officers and employees of the Company, its consolidated subsidiaries and its affiliates accounted for by the equity method, to give them greater motivation and incentive in their work, thus improving the results of the group companies and increasing corporate value. |
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2. |
Outline of Issuance of Stock Acquisition Rights |
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(1) |
Persons to whom stock acquisition rights will be allocated |
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Directors, Corporate Officers and employees of Yamaha Motor Co., Ltd., its consolidated subsidiaries and its affiliates accounted for by the equity method. |
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(2) |
Kind and number of shares to be issued upon exercise of stock acquisition rights |
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Up to 400,000 shares of common stock of the Company.
When, after issuance of the stock acquisition rights, the Company splits or merges its common stock, the number of shares to be issued upon exercise of the stock acquisition rights shall be adjusted according to the following formula. However, such adjustment shall be made only to those rights that remain unexercised at the relevant time. Any fractions less than one share resulting from such adjustment shall be rounded down to the nearest whole number.
Number of shares after adjustment = Number of shares before adjustment × Ratio of split or consolidation
Stock acquisition rights shall be succeeded when the Company enters into any merger or consolidation with any other company, becomes a complete parent company due to a stock exchange with any other company, or pursuant to an establishment split or absorption split. In such cases, the Company may adjust the number of shares to be issued upon exercise of the stock acquisition rights. |
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(3) |
Total number of stock acquisition rights to be issued |
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Up to 4,000 (The number of shares to be issued upon exercise of each right shall be 100; provided, however, that when the adjustment set forth in (2) above is made, such number shall be also adjusted accordingly.)
Total number of stock acquisition rights to be issued and the number of shares to be issued upon exercise of each right are conditioned on the provision that the number of shares per stock trading unit shall change from 1,000 to 100 effective August 2, 2004. |
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(4) |
Issue price of stock acquisition rights |
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None |
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(5) |
Amount to be paid in upon exercise of stock acquisition rights (exercise price) |
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The exercise price shall be 1.05 times the average of closing prices of the common stock of the Company in normal trading at the Tokyo Stock Exchange (including quoted prices; this applies below as well) on each day (excluding days on which there is no such closing price) during 30 trading days, starting from 45 trading days prior to issuance of the stock acquisition rights, and shall be rounded up to the nearest one yen. However, if such amount is less than the closing price on the day prior to issuance of the stock acquisition rights (or, if there is no such closing price on that day, then the closing price on the immediately preceding trading day), the exercise price shall be the closing price on the day of issuance of the stock acquisition rights.
When, after issuance of the stock acquisition rights, the Company splits or merges its common stock, the exercise price per share shall be adjusted according to the following formula and rounded up to the nearest one yen. |
Exercise price after adjustment = Exercise price before adjustment × |
1 |
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Ratio of split or consolidation |
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When the Company enters into any merger or consolidation with any other company and the stock acquisition rights are succeeded, or when the Company becomes a complete parent company due to stock exchange with any other company, or pursuant to an establishment split or absorption split, the Company may adjust the exercise price. |
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(6) |
Exercise period for stock acquisition rights |
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From August 2, 2006 to August 1, 2008 |
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(7) |
Conditions for exercise of stock acquisition rights |
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<1> |
Persons who have received allocations of common stock adjustment rights may not exercise the rights when they lose the status of Director, Corporate Officer, or employee of Yamaha Motor Co., Ltd., its consolidated subsidiaries or affiliates accounted for by the equity method, due to discharge, dismissal or any other reason stipulated in the "Agreement on Allocation of Common Stock Acquisition Rights" concluded between the Company and the grantee, based on the resolution of the Board of Directors Meeting regarding issuance of stock acquisition rights. |
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<2> |
Stock acquisition rights may not be inherited. |
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(8) |
Cancellation of stock acquisition rights and conditions thereof |
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When a resolution is adopted at the General Shareholders Meeting of the Company to approve a merger agreement, pursuant to which the Company is merged, or a stock swap agreement or a stock transfer agreement, pursuant to which the Company becomes a wholly owned subsidiary, the Company can cancel such stock acquisition rights without further consideration thereof. |
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(9) |
Restriction on transfer of the stock acquisition rights |
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Transfer of stock acquisition rights shall be subject to approval at the Board of Directors Meeting of the Company. |
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