Tokyo, May 14, 2003 -- Mitsubishi Heavy Industries, Ltd. hereby gives notice that
at a meeting of the Board of Directors held today, pursuant to the stipulations
in Article 280-20 and Article 280-21 of the Commercial Code, a resolution was
passed to place before the Ordinary General Meeting of Shareholders of the Company
to be held on June 26, 2003 a measure seeking approval to grant to directors,
the right to subscribe to new shares as stock options, as set forth below.
| 1. |
The reasons for granting the right to subscribe to new shares
on especially advantageous terms |
Right to subscribe to new shares will be granted with the
aim of further increasing the motivation and morale to improve the business results
of the Company and further enhancing management that places importance on the
shareholders. The right will be issued to directors of the Company (hereinafter
referred to as "recipients") based on the description in the following
outline of issuance.
| 2. |
Outline of issuance of subscription right to new
shares |
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(1) |
Type and number of shares subject to subscription right
Up to 540,000 shares of the Company's common stock. |
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(2) |
Total number of subscription rights to be issued
Up to 540.
The number of new shares subject to subscription right (hereinafter referred to
as "number of shares granted") will be 1,000.
Further, in the event that the Company carries out a stock split or reverse stock
split of the Company's common stock after the date of issuing the subscription
right to new shares (hereinafter referred to as "date of issuance"),
the number of shares granted will be adjusted according to the following formula
(disregarding fractions of less than one share) and the total number of shares
subject to subscription will be the number produced by multiplying the number
of shares granted after adjustment by the total number of subscription rights
that at that time have not been exercised or cancelled.
Number of shares granted after adjustment = number of shares granted before adjustment
 ratio of split or reverse split
Further, if it becomes unavoidably necessary to adjust the number of shares granted
after the date of issuance such as in a case of capital reduction, merger or corporate
divestiture, the number of shares granted will be adjusted within a reasonable
scope, taking into consideration matters such as the terms of the capital reduction,
merger or corporate divestiture, and the total number of shares subject to subscription
right will be the number produced by multiplying the number of shares granted
after adjustment by the total number of subscription rights that at that time
have not been exercised or cancelled. |
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(3) |
Offering price of subscription right
Issued in gratitude. |
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(4) |
Amount to be paid upon exercise of subscription right
The amount to be paid when subscription right is exercised will be the amount
produced by multiplying the amount paid per share issued or transferred by the
exercise of each subscription right (hereinafter referred to as "exercise
value") by the number of shares granted.
The exercise value will be the amount (rounding up all fractions of less than
one yen) of the average value (except days without a closing price) of the closing
price on the Tokyo Stock Exchange for regular transactions of common shares of
the Company for each day of the month preceding the month of the date of issuance
(except non-trading days) (hereinafter referred to as "closing price")
or the closing price of the date of issuance (if there was no closing price on
that day, the closing price of the closest day preceding that day), whichever
is higher.
Further, if any of the following occurs after the date of issuance, the exercise
value will be adjusted accordingly. |
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1) In the event that the Company carries out a stock split
or reverse stock split of the Company's common stock, the exercise value will
be adjusted according to the following formula and all fractions of less than
one yen that result from the adjustment will be rounded up.
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2) In the event that the Company issues new common shares
or disposes of its own common shares at a value lower than the market price (except
in a case of exercise of subscription right), the exercise value will be adjusted
according to the following formula and all fractions of less than one yen that
result from the adjustment will be rounded up.
Further, in the above formula, "number of shares already issued" is
the number of shares that results from subtracting the total number of its own
shares the Company holds from the total number of Company shares issued. In addition,
in the event that the Company disposes of its own shares, the "number of
new shares issued" shall be read as "the number of the Company's own
shares disposed of." |
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3) Further, if it becomes unavoidably necessary to adjust
the exercise value such as in a case of capital reduction, merger or corporate
divestiture, the exercise value will be adjusted within a reasonable scope, taking
into consideration matters such as the terms of the capital reduction, merger
or corporate divestiture. |
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(5) |
Period to exercise subscription right
The period will be from June 27, 2005 to June 26 2009. |
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(6) |
Other conditions on the exercise of subscription right |
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1) There can be no partial exercise
of a subscription right. |
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2) A recipient who has been allotted
subscription right (hereinafter referred to as "stock option holder")
may exercise the subscription right even after losing one's position as director
of the Company. In the event that the stock option holder dies, the stock option
holder's successor may exercise the subscription right. |
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3) Subscription right may not be transferred
to a third party, pledged or otherwise disposed of without the approval of the
Board of Directors of the Company. |
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4) Other conditions shall be as prescribed
in the "Agreement on Allotment of Subscription Right to New Shares"
entered between the Company and recipients based on a resolution of a General
Meeting of Shareholders of the Company and a resolution of the Board of Directors. |
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(7) |
Grounds and conditions for cancellation of subscription right
The Company may at any time cancel without compensation any unexercised subscription
right that the Company obtains and possesses. |
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(8) |
Restriction on transfer of subscription right
The approval of the Board of Directors of the Company is required for transfer
of subscription right. |
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| 3. |
Other |
Specific allotment recipients, allotment quantities, dates of issuance and other
matters prescribed in Article 280-20, Paragraph 2 of the Commercial Code that
are not prescribed above shall be in accordance with a resolution of the Board
of Directors after a resolution of General Meeting of Shareholders of the Company.
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About Mitsubishi Heavy Industries
Mitsubishi Heavy Industries, Ltd. (MHI), headquartered in Tokyo, Japan is one
of the world's leading global heavy machinery manufacturers, with fiscal 2001
(ended March 31, 2002) consolidated sales of 2,863 billion yen. MHI's diverse
line-up of products and services encompasses shipbuilding, steel structures, power
plants, chemical plants, steel plants, environmental equipment, and machinery
for industrial and general use, aircraft, and space rocketry and air-conditioning
systems.
For more information, please visit the web site of MHI (http://www.mhi.co.jp)
PRESS CONTACT:
Chris Grams:cgrams@golinharris.com,
or
Goro Nagaoka: gnagaoka@golinharris.com
Tel: +81-3-5721-2521, Fax: +81-3-5721-2591
Golin/Harris International (PR for Mitsubishi Heavy Industries) |
