Notice regarding Issuance of Stock-Compensation-Type Stock Options (Stock Acquisition Rights)
(11) Method for calculating the amount to be paid upon allocation of stock acquisition rights
TOKYO, June 28, 2022 (GLOBE NEWSWIRE) -- Internet Initiative Japan Inc. (“IIJ”, the “Company”, TSE Prime: 3774) announced that IIJ’s Board of Directors today resolved that stock-compensation-type stock options (Stock Acquisition Rights) be issued to Directors (excluding Part-time and Outside Directors) and Executive Officers of IIJ, in accordance with the provisions of Articles 236 Paragraph 1, Article 238 Paragraph 1 and 2 and Article 240 Paragraph 1 of the Corporation Law of Japan, as follows.
1. The reason for issuing the Stock Acquisition Rights as Stock Options | |
The purposes of issuing the Stock Acquisition Rights as Stock Options for Directors (excluding Part-time and Outside Directors) and Executive Officers of IIJ are to further promote their motivation and incentives to contribute to the enhancement of the mid- to long-term continuous business performance and corporate value. IIJ introduced this Stock-Compensation-Type Stock Options in June 2011 as a substitution for the retirement benefits plan for them, and has issued stock acquisition rights since then. | |
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2. Details of Issuance of Stock Acquisition Right | |
(1) | Name of the stock acquisition rights |
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(2) | Maximum number of stock acquisition rights: 30,900 |
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(3) | Class and number of shares to be issued upon exercise of stock acquisition rights |
Number of Shares | = | Number of Shares | × | Ratio of share split |
| In the case of a share split, the Number of Shares Granted after adjustment shall apply from the day after the record date of the said share split. Whereas, in the case of a share consolidation, the Number of Shares Granted after adjustment shall apply from the day the share consolidation becomes effective. Provided, however, that in cases where the Company conducts a share split conditional on approval at a General Meeting of Shareholders of the Company of a proposal to reduce surplus and increase capital stock and capital reserve, and the record date for the share split shall be the day prior to the day on which said shareholders’ meeting closes, the Number of Shares Granted after adjustment shall retroactively apply from the day after the day the applicable shareholders’ meeting closes and the day following the applicable record date. | ||
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(4) | Value of assets to be contributed upon exercise of stock acquisition rights | ||
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(5) | Exercise period of stock acquisition rights | ||
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(6) | Matters concerning increase in capital stock and capital reserve by the issuance of shares upon exercise of stock acquisition rights | ||
| 1) | Amount of increase in capital stock by issuing shares upon exercise of stock acquisition rights shall be half of the upper limit of capital increase as calculated pursuant to the provisions of Article 17, Paragraph 1 of the Ordinance for Corporate Accounting, with the resulting fractions of less than one (1) yen occurring upon such calculation shall be rounded up to the nearest yen. | |
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| 2) | Amount of increase in capital reserve by issuing shares upon exercise of stock acquisition rights shall be the upper limit of capital increase as described in 1) above less the amount of increase in capital set out therein. | |
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(7) | Restriction on acquisition of stock acquisition rights by transfer | ||
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(8) | Matters concerning the details of the issuance of stock acquisition rights undergoing Organizational Restructuring | ||
| 1) | Number of stock acquisition rights of the Restructured Company to be delivered | |
| 2) | Class of shares of the Restructured Company to be issued upon exercise of stock acquisition rights | |
| 3) | Number of shares of the Restructured Company to be issued upon exercise of stock acquisition rights | |
| 4) | Value of the assets to be contributed upon exercise of stock acquisition rights | |
| 5) | Exercise period of stock acquisition rights | |
| 6) | Matters concerning increase in capital stock and capital reserve to be increased by the issuance of shares upon exercise of stock acquisition rights | |
| 7) | Restriction on acquisition of stock acquisition rights by transfer | |
| 8) | Other terms and conditions of exercising stock acquisition rights | |
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(9) | Rules pertaining to fractions of less than one (1) share arising from the exercise of stock acquisition rights | ||
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(10) | Other terms and conditions of exercising stock acquisition rights | ||
| 1) | Partial execution of each stock acquisition rights is not allowed. | |
| 2) | A person granted the stock acquisition rights may exercise its rights only within ten (10) days from the day following the day the person loses his or her position as a Director or Executive Officer of the Company, except for losing his or her position by passing away. However, this does not apply if his or her legal heir who inherits the stock acquisition rights as described in the following paragraph 3) exercises the rights. | |
| 3) | If a person granted the stock acquisition rights passes away, only one of his or her legal heir is permitted to inherit the granted stock acquisition rights (hereinafter referred as “Grantee”), The Grantee can exercise only within six (6) months after inheriting the new shares acquisition rights. If the Grantee passes away, the stock acquisition rights cannot be passed on to the legal heir of the Grantee. | |
| 4) | The Share Purchase Warrants shall not be transferred to third-party, offered for pledge or disposed of in any other way. | |
| 5) | Matters concerning other conditions for the exercise of stock acquisition rights, other than the items prescribed above, shall be determined at the meeting of the Board of Directors when the terms and conditions of offering of stock acquisition rights are determined. | |
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(11) | Method for calculating the amount to be paid upon allocation of stock acquisition rights | ||
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A formula accompanying this release may be found at: https://www.globenewswire.com/NewsRoom/AttachmentNg/4d10ee5a-218b-4bfc-bd32-4fa31183d45d
| 1) | Option price per share (C) | |||||
| 2) | Share price (S): | the closing price (base price for the next trading day when there is no closing price) of the common stock of the Company in regular trading on the Tokyo Stock Exchange on July 14, 2022. | ||||
| 3) | Exercise price (X): one (1) yen | |||||
| 4) | Expected remaining period (T): 15 years | |||||
| 5) | Volatility (σ): | volatility of share price computed based on the closing price of the common stock of the Company in regular trading for the last trading date of each week between July 15, 2007 to July 14, 2022. | ||||
| 6) | Risk-free interest rate (r): | The interest rate on super-long-term Japanese government bonds with remaining years corresponding to the expected remaining period. | ||||
| 7) | Dividend yield (q): | Dividend per share (amount of dividend per share paid for the fiscal year ended March 31, 2022) divided by the share price as set forth in 2) above. | ||||
| 8) | Cumulative distribution function of the standard normal distribution (N(・)) | |||||
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| The option price to be calculated as described above is a fair value of the stock acquisition rights. Accordingly, the issuance of the stock acquisition rights is not an issuance of shares with favorable terms. The monetary remuneration claims of the person who will be allotted the stock acquisition rights against the Company and their obligations to pay for the allotment of the stock acquisition rights will be offset. | ||||||
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(12) | Date of allotment of the stock acquisition rights | ||||||
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(13) | Date of payment of consideration in exchange of the stock acquisition rights | ||||||
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(14) | Persons to be allotted stock acquisition rights, number of persons, and number of stock acquisition rights to be allotted | ||||||
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| Directors (excluding Part-time and Outside Directors) of IIJ | 9 Directors | 19,000 rights | ||||
| Executive Officers of IIJ | 17 Executive Officers | 11,900 rights | ||||
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(15) | Details in case of issuance of stock acquisition rights certificates |
About Internet Initiative Japan Inc.
Founded in 1992, IIJ is one of Japan's leading Internet-access and comprehensive network solutions providers. IIJ and its group companies provide total network solutions that mainly cater to high-end corporate customers. IIJ's services include high-quality Internet connectivity services, mobile services, security services, cloud computing services, and systems integration. Moreover, IIJ operates one of the largest Internet backbone networks in Japan that is connected to the United States, the United Kingdom and Asia. IIJ listed on the First Section of the Tokyo Stock Exchange (“TSE”) in 2006 and transitioned to the Prime Market of TSE from April 2022.
IIJ Investor Relations
Tel: +81-3-5205-6500 E-mail: ir@iij.ad.jp URL: https://www.iij.ad.jp/en/ir