| 1. | The Price of the Asset to be Contributed upon Exercise
of the Stock Acquisition Rights | Equal to the principal
amount of the Bonds |
| 2. | Conversion Price | | ¥891 |
| | (Reference) Share Price, etc. on the Pricing Date (May 22, 2014) |
| | (i) Share Price (Closing Price) on Tokyo Stock Exchange, Inc. | | ¥636 |
| | (ii) Conversion Premium
[{(Conversion Price)/(Share Price (Closing Price)) - 1}×100] | | 40.09% |
(Reference) Outline of the Zero Coupon Convertible Bonds due 2019
| 1. | Aggregate Principal Amount of the Bonds | ¥50 billion plus an aggregate principal amount of the Bonds in respect of replacement certificates of the Bonds with Stock Acquisition Rights |
| 2. | Issue Price of the Bonds | 100.0% of the principal amount of the Bonds (the Bonds are issued in the denomination of ¥10,000,000 each) |
| 3. | Offer Price of the Bonds with Stock Acquisition Rights | 102.5% of the principal amount of the Bonds |
| 4. | Date of Resolution for the Issuance | May 22, 2014 |
| 5. | Closing Date and Issuing Date of the Bonds | June 9, 2014 (London time; unless otherwise indicated, hereinafter the same shall apply) |
| 6. | Period during which the Stock Acquisition Rights Are Exercisable | At any time during the period from, and including, June 23, 2014 to, and including, August 16, 2019 (at the local time of the place where the Stock Acquisition Right is to be exercised); provided, however, that (i) if the relevant Bond shall have been called for early redemption, then up to the third business day in Tokyo prior to the date fixed for redemption thereof (excluding the Stock Acquisition Rights incorporated in the Bonds being called for redemption but elected by the relevant bondholder not to be redeemed); (ii) if the relevant Bond shall have been acquired or purchased and cancelled by the Company, then up to the time when such Bond is so cancelled; or (iii) if the relevant Bond shall become due and repayable, then up to the time when the Bond becomes so due and repayable. In any of the foregoing events, the Stock Acquisition Rights shall not be exercised after August 16, 2019 (at the local time of the place as aforesaid).
Notwithstanding the foregoing, in case the Company acquires the Bonds, the Stock Acquisition Rights may not be exercised for the period from but excluding the date of the Acquisition Notice to and including the Acquisition Option Date. In addition, the Stock Acquisition Rights may not be exercised for such period as may be designated by the Company, which period may not exceed 30 days, and which period shall end on a date not later than 14 days after the effective date of the Corporate Event if the Company reasonably determines that such suspension is necessary in order to consummate the Corporate Event.
The Stock Acquisition Rights may not be exercised if the day on which the exercise of the Stock Acquisition Rights will become effective (or, if such day would not be a business day in Tokyo, the immediately following business day in Tokyo) would fall on a date falling within the period from the second business day in Tokyo prior to the record date specified by the Company or any other date set for the purpose of determination of shareholders in connection with Paragraph 1 of Article 151 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (collectively, the "Shareholder Determination Date") (or, if such Shareholder Determination Date would not be a business day in Tokyo, the third business day in Tokyo prior to such Shareholder Determination Date) to such Shareholder Determination Date (or, if such Shareholder Determination Date would not be a business day in Tokyo, the immediately following business day in Tokyo); provided that if there is a change to the mandatory provisions of Japanese law and regulation or practice relating to the delivery of shares upon exercise of stock acquisition rights through book-entry transfer system established pursuant to the Act on Book-Entry Transfer of Company bonds, Shares, etc., then the limitation on the period during which the Stock Acquisition Rights may be exercised pursuant to this paragraph may be amended by the Company to reflect such change in law, regulation or practice. |
| 7. | Maturity Date | August 30, 2019 |
| 8. | Information on Dilutive Shares | After the issuance of the Bonds with Stock Acquisition Rights and the Zero Coupon Convertible Bonds due 2021, the ratio of the number of potentially dilutive shares to the current total number of issued shares as of April 30, 2014 (1,631,481,403 shares) will be 7.15%.
(Note) The ratio of potentially dilutive shares is calculated by dividing the number of the shares to be issued when all Stock Acquisition Rights and stock acquisition rights relating to the Zero Coupon Convertible Bonds due 2021 are exercised at the respective initial conversion price, by the current total number of issued shares. |
II. Zero Coupon Convertible Bonds due 2021 (in this section II, the "Bonds with Stock Acquisition Rights", of which the Bonds and the Stock Acquisition Rights are to be hereinafter referred to as the "Bonds" and the "Stock Acquisition Rights", respectively) (Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the terms and conditions of the Bonds.)
Matters Relating to the Stock Acquisition Rights
| 1. | The Price of the Asset to be Contributed upon Exercise
of the Stock Acquisition Rights | Equal to the principal
amount of the Bonds |
| 2. | Conversion Price | | ¥827 |
| | (Reference) Share Price, etc. on the Pricing Date (May 22, 2014) |
| | (i) Share Price (Closing Price) on Tokyo Stock Exchange, Inc. | | ¥636 |
| | (ii) Conversion Premium
[{(Conversion Price)/(Share Price (Closing Price)) - 1}×100] | | 30.03% |
(Reference) Outline of the Zero Coupon Convertible Bonds due 2021
| 1. | Aggregate Principal Amount of the Bonds | ¥50 billion plus an aggregate principal amount of the Bonds in respect of replacement certificates of the Bonds with Stock Acquisition Rights |
| 2. | Issue Price of the Bonds | 100.0% of the principal amount of the Bonds (the Bonds are issued in the denomination of ¥10,000,000 each) |
| 3. | Offer Price of the Bonds with Stock Acquisition Rights | 102.5% of the principal amount of the Bonds |
| 4. | Date of Resolution for the Issuance | May 22, 2014 |
| 5. | Closing Date and Issuing Date of the Bonds | June 9, 2014 (London time; unless otherwise indicated, hereinafter the same shall apply) |
| 6. | Period during which the Stock Acquisition Rights Are Exercisable | At any time during the period from, and including, June 23, 2014 to, and including, August 17, 2021 (at the local time of the place where the Stock Acquisition Right is to be exercised); provided, however, that (i) if the relevant Bond shall have been called for early redemption, then up to the third business day in Tokyo prior to the date fixed for redemption thereof (excluding the Stock Acquisition Rights incorporated in the Bonds being called for redemption but elected by the relevant bondholder not to be redeemed); (ii) if the relevant Bond shall have been acquired or purchased and cancelled by the Company, then up to the time when such Bond is so cancelled; or (iii) if the relevant Bond shall become due and repayable, then up to the time when the Bond becomes so due and repayable. In any of the foregoing events, the Stock Acquisition Rights shall not be exercised after August 17, 2021 (at the local time of the place as aforesaid).
Notwithstanding the foregoing, in case the Company acquires the Bonds, the Stock Acquisition Rights may not be exercised for the period from but excluding the date of the Acquisition Notice to and including the Acquisition Option Date. In addition, the Stock Acquisition Rights may not be exercised for such period as may be designated by the Company, which period may not exceed 30 days, and which period shall end on a date not later than 14 days after the effective date of the Corporate Event if the Company reasonably determines that such suspension is necessary in order to consummate the Corporate Event.
The Stock Acquisition Rights may not be exercised if the day on which the exercise of the Stock Acquisition Rights will become effective (or, if such day would not be a business day in Tokyo, the immediately following business day in Tokyo) would fall on a date falling within the period from the second business day in Tokyo prior to the record date specified by the Company or any other date set for the purpose of determination of shareholders in connection with Paragraph 1 of Article 151 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (collectively, the "Shareholder Determination Date") (or, if such Shareholder Determination Date would not be a business day in Tokyo, the third business day in Tokyo prior to such Shareholder Determination Date) to such Shareholder Determination Date (or, if such Shareholder Determination Date would not be a business day in Tokyo, the immediately following business day in Tokyo); provided that if there is a change to the mandatory provisions of Japanese law and regulation or practice relating to the delivery of shares upon exercise of stock acquisition rights through book-entry transfer system established pursuant to the Act on Book-Entry Transfer of Company bonds, Shares, etc., then the limitation on the period during which the Stock Acquisition Rights may be exercised pursuant to this paragraph may be amended by the Company to reflect such change in law, regulation or practice. |
| 7. | Maturity Date | August 31, 2021 |
| 8. | Information on Dilutive Shares | After the issuance of the Bonds with Stock Acquisition Rights and the Zero Coupon Convertible Bonds due 2019, the ratio of the number of potentially dilutive shares to the current total number of issued shares as of April 30, 2014 (1,631,481,403 shares) will be 7.15%. (Note) The ratio of potentially dilutive shares is calculated by dividing the number of the shares to be issued when all Stock Acquisition Rights and stock acquisition rights relating to the Zero Coupon Convertible Bonds due 2019 are exercised at the respective initial conversion price, by the current total number of issued shares. |
