Daiwa Securities Group Inc
25 August 2005
August 25, 2005
Press Release
Daiwa Securities Group Inc.
Notice Regarding Issuing Stock Options Utilizing Stock Acquisition Rights
Daiwa Securities Group Inc. (hereafter 'Company') resolved at an Executive
Committee held today to issue stock acquisition rights pursuant to Articles
280-20 and 280-21 of the Commercial Code of Japan for the purpose of granting
stock options. This issue was authorized at the Company's 68th Ordinary General
Meeting of Shareholders held on June 24, 2005. The terms are as outlined below.
The amount to be paid-in per share upon exercise of the stock acquisition rights
together with other outstanding items will be determined on September 2, 2005,
the issue date of the stock acquisition rights.
1. Name of Stock Acquisition Rights
Series 2 Stock Acquisition Rights
2. Date of Issuance
September 2, 2005
3. Class and Number of Shares to be Issued Upon Exercise of Stock
Acquisition Rights
2,560,000 shares of common stock
4. Aggregate Number of Stock Acquisition Rights to be Issued
2,560 (The number of shares to be issued upon exercise of one stock acquisition
right shall be 1,000 shares.)
5. Issue Price of Stock Acquisition Rights
To be issued without any consideration.
6. Amount to be Paid-in per Share upon Exercise of Stock Acquisition Rights
To be determined (on September 2, 2005)
In the event the Company splits or consolidates the shares of common stock after
the issuance of the stock acquisition rights, the exercise price shall be
adjusted in accordance with the following formula, and any fraction less than
one (1) yen resulting from the adjustment shall be rounded up to the nearest one
(1) yen.
Exercise price after adjustment = Exercise price before adjustmentx
1 / Ratio of split or consolidation
The exercise price shall be adjusted using the following formula in the event
the Company issues shares below market price (excluding exercise of stock
acquisition rights and conversion of convertible bonds currently outstanding).
Any fraction less than one (1) yen resulting from the adjustment shall be
rounded up to the nearest one (1) yen.
Exercise price after adjustment = Exercise price before adjustment x
Number of newly issued shares x Paid-in amount per share
Outstanding number of shares + Market price per share
Outstanding number of shares + Number of newly issued shares
'Outstanding number of shares' in the above formula refers to the total number
of outstanding shares minus the treasury stocks held by the Company. In
addition, in the event of a merger with another company, corporate split or
capital reduction of the Company, or in any other event similar thereto after
the issuance date of the stock acquisition rights, and where an adjustment of
the exercise price shall be required, the exercise price shall be appropriately
adjusted to the extent reasonable.
7. Aggregate Value of Shares to be Issued Upon Exercise of Stock Acquisition
Rights
To be determined (on September 2, 2005)
8. Exercise Period of Stock Acquisition Rights
From July 1, 2007 to August 31, 2012
9. Conditions for Exercise of Stock Acquisition Rights
1) The stock acquisition rights cannot be exercised in part.
2) Other conditions shall be in accordance with any provision contained
in the agreement of the stock acquisition rights made between the Company
and the holder of the stock acquisition rights.
10. Events and Conditions for Cancellation of Stock Acquisition Rights
The Company may cancel without any compensation when a holder of the stock
acquisition rights loses their rights, or in the event of a merger, or exchange/
transfer of the stock, resulting in the Company to be a defunct company or a
wholly owned subsidiary.
11. Restriction on Transfer of Stock Acquisition Rights
Approval of the Board of Directors shall be required for transfer of the stock
acquisition rights.
12. Issue of Certificates for Stock Acquisition Rights
Certificates for the stock acquisition rights shall be issued only when a holder
of the stock acquisition rights requests the Company to issue such certificates.
13. Amount to be Credited in Capital on New Share Issuance
To be determined (on September 2, 2005)
14. Persons to whom Stock Acquisition Rights shall be Allocated
Directors, corporate executive officers and employees of the Company and its
subsidiaries (total: 1,916)
(Note)
• Date of Board of Directors meeting that resolved to propose this issue
to the 68th Ordinary General Meeting of Shareholders
May 19, 2005
• Date of the Company's 68th Ordinary General Meeting of Shareholders
June 24, 2005
End
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