March 29, 2021

Company

Vision Inc.

Representative

Kenichi Sano, Representative Director, President,

and CEO

First section of the Tokyo Stock Exchange: 9416

Contact

Shinichi Nakamoto, Director, Managing

Executive Officer, CFO, and General Manager of

Administrative Dept.

(Tel. 03-5325-0344)

Notice of Extinguishment of Share Acquisition Rights (Paid-in Stock Options)

and Gain of Extraordinary Income

We hereby announce that an extraordinary income has been generated as a result of partial extinguishment of the third series of share acquisition rights of Vision Inc. as described below.

Description

1. Details of the share acquisition rights subject to extinguishment The third series of share acquisition rights of Vision Inc.

(1)

Date of resolution by the Board of Directors' meeting

November 13, 2017

(2)

Exercise period of share acquisition rights

April 1, 2019 to March 31, 2025

(3)

Allottees of share acquisition rights

Directors of the Company, Employees

of the Company

(4)

Amount to be paid in upon exercise of share acquisition rights

863 yen

(5)

Number of share acquisition rights issued (units)

13,340 units (4,002,000 shares)

(6)

Number of share acquisition rights as of March 29

13,325 units (3,997,500 shares)

(7)

Number of share acquisition rights after extinguishment

3,987 units (1,196,100 shares)

2. Reason for extinguishment of share acquisition rights

The above-mentioned share acquisition rights issued by the Company are subject to the following "Conditions for exercise of share acquisition rights," and since this was not satisfied, a partial extinguishment of such share acquisition rights will occur.

Requirements for the issuance of the third series of share acquisition rights

3. Details of the share acquisition rights

  • In the event that the operating profit of the Company satisfies the conditions set forth below, each share acquisition right holder may exercise the share acquisition rights multiplied by the ratio set forth in each item of the share acquisition rights (hereinafter referred to as the "Exercisable ratio") allocated to him/her from the first day of the month following the filing date of the securities report for the fiscal year in which the level of such operating profit is first satisfied, pursuant to the conditions that have been fulfilled.
  1. In the event that operating profit for the fiscal year ending December 31, 2018 exceeds 2.1 billion yen and operating profit for the fiscal year ending December 31, 2019 exceeds 2.6 billion yen: Exercisable ratio 30%.
  2. In the event that operating profit for the fiscal year ending December 31, 2020 exceeds 3.1 billion yen: Exercisable ratio 30%.

Moreover, if both of the conditions (a) and (b) are met, the exercisable ratio shall be 60%.

  1. Irrespective of (a) and (b) above, in the event that operating profit for any fiscal year from the fiscal year ending December 31, 2018 to the fiscal year ending December 31, 2021 exceeds 3.6 billion yen: Exercisable ratio 100%.

In determining operating profit, reference shall be made to the operating profit in the consolidated statement of profit or loss (if a consolidated statement of profit or loss has not been prepared, a statement of profit or loss) as stated in the Company's annual securities report. If there is a substantial change in the concept of items to be referenced to due to the application of International Financial Reporting Standards, etc., the Board of Directors of the Company shall separately determine the indicators to be referred to (the same shall apply hereinafter). Also, in calculating the exercisable ratio, any fraction less than one (1) in the number of these share acquisition rights exercisable by each share acquisition right holder shall be rounded down to the nearest whole number.

  • Irrespective of above, if the operating profit for any fiscal year from the fiscal year ending December

31, 2018 to the fiscal year ending December 31, 2021 falls below 1.6 billion yen, the share acquisition right holder may not exercise these share acquisition rights thereafter, except for the share acquisition rights that have already become exercisable pursuant to above.

  • Holders of share acquisition rights may exercise their share acquisition rights at any time during the term of their service as a director of the Company (excluding outside directors. The same shall apply hereinafter) or if they are an employee of the Company or an employee of a subsidiary of the Company. However, this shall not apply in the event of resignation due to expiration of term of office, mandatory

retirement, or when the Board of Directors recognizes that there are other legitimate reasons.

  • Irrespective of provision above, in the event that the holder of these share acquisition rights dies and the Board of Directors of the Company approves in writing the exercise of these share acquisition rights by the heirs of the holder of these share acquisition rights after considering various facts, the heirs of the share acquisition rights may exercise these share acquisition rights that would have been exercisable if the

holder had been alive.

  • Except as provided in above, the inheritance of these share acquisition rights shall not be permitted. In the event that the heir of a share acquisition right holder dies, these share acquisition rights shall not be

permitted to be inherited again.

  • If the exercise of these share acquisition rights results in the total number of issued shares of the Company

to exceed the total number of shares authorized to be issued at that time, no exercise of these share acquisition rights shall be permitted.

  • It is not possible to exercise less than one unit of each of these share acquisition rights.
  • Other conditions for the exercise of rights shall be as set forth in the Share Acquisition Rights Allotment Contract to be concluded between the Company and the allottee of these share acquisition rights.
  1. Share acquisition rights date of extinguishment March 29, 2021
  2. Details of extraordinary income

With the extinguishment of these stock acquisition rights, the Company will accrue a gain on reversal of share acquisition rights of 14,940 thousand yen as extraordinary income in the first quarter of the fiscal year ending December 31, 2021.

5. Outlook for the future

The Company will promptly disclose the business results forecast for the fiscal year ending December 31, 2021, if any revision is required, including other factors.

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Vision Inc. published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2021 05:41:01 UTC.