Unicharm : Notice Concerning Terms and Conditions for Issuance of Stock Options (Stock Acquisition Rights)(PDF:133KB)

TRANSLATION FOR REFERENCE PURPOSES ONLY

This notice has been translated from the original Japanese text of the timely disclosure statement dated April 16, 2015 and is for reference purposes only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail.

April 16, 2015
To whom it may concern

Unicharm Corporation (the "Company") hereby announces that the Board of Directors of the Company resolved, at its meeting held on March 27, 2015, on the details of the stock acquisition rights to be granted as stock options to Directors (excluding Directors who are members of the Committee on Audit, etc.), employees, and Directors and employees of the Company's subsidiaries.
(1) Name of stock acquisition rights
Unicharm Corporation's Stock Acquisition Rights Series 4
(2) Type and number of shares subject to the stock acquisition rights
The type of shares subject to the stock acquisition rights shall be common shares of the Company, and the number thereof shall be 3,208,800 shares.
In the event that the Company makes a share split (including allotment of shares of the Company's common stock without contribution. The same applies hereafter) or share consolidation after the allotment date, the number of the subject shares described above shall be adjusted using the following formula. Such adjustment shall be made to the number of those shares to which the stock acquisition rights have not been exercised at the time of such share split or consolidation and any fraction less than one (1) share arising from such adjustment shall be rounded off.
Number of shares after adjustment = Number of shares before adjustment × Ratio of split/consolidation
In addition to the above, if any avoidable event such as a merger or a corporate split of the Company arises where the number of the subject shares described above must be adjusted after the allotment date, the Company may adjust the number of such shares subject to the stock acquisition rights as necessary to a reasonable extent.
(3) Total number of the stock acquisition rights to be issued
The number of stock acquisition rights to be issued shall be 32,088 units.
The above figure is the projected number of options, and the actual number of stock acquisition rights issued may be less in the event that the allotted options are not fully subscribed to.

TRANSLATION FOR REFERENCE PURPOSES ONLY

This notice has been translated from the original Japanese text of the timely disclosure statement dated April 16, 2015 and is for reference purposes only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail.

The number of shares to be issued upon exercise of one (1) stock acquisition right (the "Number of Granted Shares") will be 100, provided however, that when the number of shares prescribed in (2) above has been adjusted, the same adjustment shall be made.
(4) Cash to be paid in exchange for the stock acquisition rights
No cash payment in exchange for the stock acquisition rights shall be required.
(5) Value of the property to be contributed at the time of exercise of the stock acquisition rights
The value of the property to be contributed at the time of exercise of each stock acquisition rights shall be the amount obtained by multiplying the amount to be paid for one (1) share to be issued upon exercise of each stock acquisition right (hereinafter referred to as the "Exercise Price") by the Number of Granted Shares.
The Exercise Price shall be as follows:
The Exercise Price is the amount obtained by either the average of the closing prices of common stocks of the Company in ordinary transactions at the Tokyo Stock Exchange on each day of the month prior to the month of the allotment day of the stock acquisition rights (excluding any day on which no trade is executed) or the closing price on the allotment day (on the date immediately preceding the allotment day, if no closing price is quoted on the allotment day), whichever is higher, multiplied by 1.05, and any fraction less than one (1) yen shall be rounded up.
In the event that the Company makes a share split or share consolidation after the allotment of stock acquisition rights, the Exercise Price shall be adjusted using the following formula and any fraction less than one (1) yen arising from such adjustment shall be rounded up.
1

Exercise Price ＝ Exercise Price ×
after adjustment before adjustment Ratio of split/consolidation
If, after the allotment day, the Company issues new stock or disposes of its treasury shares at a price lower than the market value (excluding issuance of the Company's stock or disposition of treasury shares upon exercise of stock acquisition rights), the Exercise Price shall be adjusted using the following formula, with any fraction less than one (1) yen being rounded up.

Number of ＋ Number of shares × Paid-in amount Exercise price Exercise outstanding shares newly issued per share Price after = price before × Current market price per share adjustment adjustment Number of outstanding shares + Number of shares newly issued
The "Number of outstanding shares" in the above formula shall be the total number of the shares issued less treasury shares, and in the case of disposition of treasury shares, the "Number of shares newly issued" shall read as "Number of treasury shares to be disposed of".
In addition to the above, if any avoidable event such as a merger or a corporate split of the Company arises after the allotment date where the Exercise Price must be adjusted, the Company may adjust the Exercise Price to a reasonable extent.
(6) Exercise period of the stock acquisition rights
From June 1, 2017 to May 31, 2022
(7) Conditions to exercise the stock acquisition rights
(i) Any person who has been allotted the stock acquisition rights may not exercise such rights unless the closing price for the Company's common stock in ordinary transactions at the Tokyo Stock Exchange is at least 4,030 yen per share for at least once during the period from the allotment day through February
28, 2021 (hereinafter referred to as the "Condition Price"), provided however, that when the Exercise Price prescribed in (5) above has been adjusted, the same adjustment to the Condition Price shall be made.

TRANSLATION FOR REFERENCE PURPOSES ONLY

This notice has been translated from the original Japanese text of the timely disclosure statement dated April 16, 2015 and is for reference purposes only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail.

(ii) Any person who has been allotted the stock acquisition rights must be, even at the time of exercise of such rights, a Director (excluding Director who is a member of the Committee on Audit, etc.) or an employee of the Company, and a Director or an employee of the Company's subsidiary, except where such Director of the Company or the Company's subsidiary has resigned at the expiration of their terms of office, or such employee of the Company or the Company's subsidiary retired upon reaching the age limit.
(iii) Notwithstanding (ii) above, in case any person who has been allotted the stock acquisition rights
deceases, such person's heir may exercise their stock acquisition rights.
(8) Grounds and conditions for acquisition of the stock acquisition rights
In the event that a merger agreement under which the Company will become extinct, an absorption-type company split agreement or an incorporation-type corporate split plan under which the Company will become a split company, or a share exchange agreement or the plan of the share transfer under which the Company will become a wholly-owned subsidiary is approved by the general meeting of shareholders (or approved by the Board of Directors in case that approval of the general meeting of shareholders is not required), the Company may acquire the stock acquisition rights without contribution on a day that will be determined separately by the Company's Board of Directors.
(9) Restriction on acquiring the stock acquisition rights by transfer
The acquisition of stock acquisition rights by transfer shall require approval by the Company's Board of
Directors.
(10) Matters concerning to capital stock and legal capital surplus to be increased by issuance of shares at exercise of the stock acquisition rights
(i) The amount of the capital stock to be increased by issuance of shares at the time of exercise of the stock acquisition rights shall be half of the maximum amount of increase of the capital stock, etc. which is calculated in accordance with Article 17, Paragraph 1 of the Corporate Accounting Rules, and any fraction less than one (1) yen as a result of the said calculation shall be rounded up.
(ii) The amount of the legal capital surplus to be increased by issuance of shares at the time of exercise of the stock acquisition rights shall be calculated by subtracting the amount of increase in the capital stock prescribed in (i) above from the maximum amount of increase of the capital stock, etc. prescribed in (i) above.
(11) Handling of stock acquisition rights at the time of restructuring action
If the Company is to engage in a merger (limited to cases where the Company is to be extinct as a result of such merger), absorption-type corporate split, incorporation-type corporate split, or subject to a share exchange or share transfer (all of which are collectively referred to as a "Restructuring Action"), stock subscription rights in the company as listed under Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act (such company limited hereafter referred to as the "Restructured Company") shall in each case be issued in accordance with applicable conditions below to holders of the stock subscription rights that remain in effect as of the time of the Restructuring Action (hereinafter referred to as the "Remaining Stock Acquisition Rights"). In this case, the Remaining Stock Acquisition Rights shall become extinct, and the Restructured Company shall issue new stock acquisition rights. However, such issuance shall be limited to the cases where issuance of the stock acquisition rights of the Restructured Company under the following conditions is prescribed in the merger agreement, the absorption-type corporate split agreement, the incorporation-type corporate split plan, the share exchange agreement or the plan of the share transfer.
(i) Number of stock acquisition rights to be issued by the Restructured Company
The same number of stock acquisition rights shall be issued as the number of the remaining stock acquisition rights held by the respective holders.
(ii) Type of share of the subject Restructured Company for the stock acquisition rights
The type of share of the Restructured Company underlying the stock acquisition rights shall be common shares of the Restructured Company.
(iii) Number of shares of the Restructured Company of which stock acquisition rights are to be issued
The number of shares of the Restructured Company of which stock acquisition rights are to be issued shall be decided in the same manner as (ii) above taking into account the conditions and other of the Restructuring Action.

TRANSLATION FOR REFERENCE PURPOSES ONLY

This notice has been translated from the original Japanese text of the timely disclosure statement dated April 16, 2015 and is for reference purposes only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail.

(iv) Value of the property to be contributed at the time of exercise of the stock acquisition rights
The value of the property to be contributed at the time of each of exercise of the stock acquisition rights to be delivered shall be the amount obtained by multiplying the amount to be paid after the restructuring in which the Exercise Price prescribed in (5) above has been adjusted taking into account the conditions and others of the Restructuring Action, by the number of shares of the Restructured Company of which the stock acquisition rights are to be issued that is determined in accordance with (iii) above.
(v) Period during which the stock acquisition rights may be exercised
The period shall commence on the starting day of the period for exercising the stock acquisition right specified in (6) above, or the day when the Restructuring Action comes into effect, whichever is later, and end on the day of expiration of the period during which the stock acquisition rights may be exercised as prescribed in (6) above.
(vi) Matters concerning to capital stock and legal capital surplus to be increased by issuance of shares by the Restructured Company at exercise of the stock acquisition rights
They shall be decided in the same manner as (10) above.
(vii) Restriction on acquiring the stock acquisition rights by transfer
The acquisition of the stock acquisition rights by transfer shall require approval by the Restructured Company's Board of Directors (approval by a majority of directors in the case that the Restructured Company is not a company with a board of directors).
(viii) Grounds and conditions for acquisition of the stock acquisition rights
They shall be decided in the same manner as (8) above.
(12) Treatment of any fractions less than one (1) share resulting from exercise of the stock acquisition rights
Any fractions less than one (1) share to be issued to the stock acquisition right holders who exercised the stock acquisition rights shall be rounded off.
(13) Allotment date
June 1, 2015
(14) Scope and number of allottees and number of stock acquisition rights to be allotted
32,088 units shall be allotted to 3,122 persons including Directors (excluding Directors who are members of the Committee on Audit, etc.) and employees of the Company, and Directors and employees of the Company's subsidiaries.
-End-

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