SOFTBANK announces allotment of stock options (stock acquisition rights)

SOFTBANK CORP. (hereinafter “the Company”) announced that on February 10, 2006, the Board of Directors resolved the details of stock acquisition rights to be issued as stock options (hereinafter the “Stock Acquisition Right(s)”) pursuant to Article 280-20 and Article 280-21 of the Commercial Code of Japan and the resolution made at the 25th ordinary general meeting of shareholders of the Company held on June 22, 2005. Details are given below

1. Name of Stock Acquisition Rights

SOFTBANK CORP. Share Warrant

2. Objective of issuance

Stock Acquisition Rights shall be issued to persons other than existing shareholders on favorable conditions for the purposes of retaining directors and executive officers of the Company and its domestic wholly-owned subsidiaries, and of thereby enhancing group synergy and maximizing the enterprise value of SOFTBANK Group (hereinafter “the Group”).

3. Class and number of shares to be issued upon exercise of Stock Acquisition Rights

1,000,000 shares of common stock of the Company.

4. Total number of Stock Acquisition Rights

10,000

The number of shares to be allotted to each Stock Acquisition Right (hereinafter the “Number of shares to be allotted”) shall be 100. The number of shares to be allotted shall be adjusted proportionately based on the stock split or consolidation ratio with any amount less than one share arising out of such adjustment to be discarded, in the case that the Company splits or consolidates outstanding shares after the day on which the Stock Acquisition Rights are issued (hereinafter “the issue date”).

5. Issue price of Stock Acquisition Rights

Charge free issue

6. Issue date of Stock Acquisition Rights

February 10, 2006

7. Amount to be paid upon the exercise of each Stock Acquisition Rights

The amount to be paid upon the exercise of each Stock Acquisition Right

417,200 yen

The amount to be paid per share (the “exercise price”)

4,172 yen
(The exercise price is an amount obtained by multiplying 1.03 by the closing market price on the Tokyo Stock Exchange as of February 10, 2006 (with any fraction less than one Japanese yen being rounded up).)

In case that the Company shall make a stock split, issue new shares, or dispose of its treasury stock at a price less than the current market price (other than shares issued upon exercise of Stock Acquisition Rights or subscription rights), the exercise price shall be adjusted in accordance with the following formula, with any resulting fraction less than one Japanese yen being rounded up.

The “no. of shares issued” used in the above adjustment formula for the exercise price shall be the number of issued shares of the Company after deducting the number of its treasury stock.  In the event that the Company disposes of its treasury stock, the “no. of shares newly issued” and “share price prior to stock split or new issue” used in the above adjustment formula for the exercise price shall be read as meaning the “no. of treasury stocks to be disposed of” and the “share price prior to disposal” respectively.  Furthermore, in case that the Company makes a merger with another company, a division, a reduction of paid-in capital, a reverse split or in other similar cases where the exercise price for the Stock Acquisition Rights needs to be adjusted, the exercise price shall be appropriately adjusted within the rational bounds.

8. Exercisable period of Stock Acquisition Rights

From July 1, 2006, to June 30, 2011

9. Conditions for exercise of Stock Acquisition Rights

• (1) In case individuals who are allotted the Stock Acquisition Rights (hereinafter the “holders of the Stock Acquisition Rights”) are either the directors or employees of the Company or its wholly-owned subsidiary at the issuing date, the Stock Acquisition Rights may be exercised according to the following conditions.  Any amount less than one of the exercisable number of the Stock Acquisition Rights to be discarded.

  • a, None of the allotted Stock Acquisition Rights may be exercised during the period from July 1, 2006, to June 30, 2007.

  • b, 50% of the allotted Stock Acquisition Rights may be exercised during the period from July 1, 2007, to June 30, 2008.

  • c, 75% of the allotted Stock Acquisition Rights may be exercised during the period from July 1, 2008, to June 30, 2009.

  • d, All allotted Stock Acquisition Rights may be exercised during the period from July 1, 2009, to June 30, 2011.

• (2) The holders of the Stock Acquisition Rights must have positions in directors, auditors, advisers, employees of the Company or its subsidiaries or its affiliates, or equivalent positions (hereinafter “the qualification for exercise of right”) upon the exercise of the Stock Acquisition Rights.

• (3) Regardless of (2), in case that the holders of the Stock Acquisition Rights are not reappointed as directors upon the termination of term after the commencing date of the exercise period, the holders of the Stock Acquisition Rights may exercise the Stock Acquisition Rights until the expiration of exercise period, up to the exercisable amount on the date of loss of the qualification for exercise of right in accordance with (1).

• (4) Regardless of (2), in case that the holders of the Stock Acquisition Rights lost the qualification for exercise of right by their death after the commencing date of the exercise period, their heirs may exercise the Stock Acquisition Rights until the day on which 1 year from the death of the holders or the expiration of exercise period, whichever is earlier, up to the exercisable amount on the day of the death of the holders in accordance with (1) and (2).

• (5) The holders may exercise the Stock Acquisition Rights even after the day on which they lose the qualification for exercise of right, in case the Company approve in writing, with due consideration of various facts, the holders to exercise Stock Acquisition Rights.

10. Events and conditions of cancellation of Stock Acquisition Rights

• (1) The Company may cancel the Stock Acquisition Rights without compensations, in case an agenda for approval of a merger agreement, under which the Company is dissolved, is approved at a general meeting of shareholders of the Company, or in case an agenda for approval of a stock exchange agreement or an agenda for share transfer, under which the Company becomes a wholly-owned subsidiary, is approved at a general meeting of shareholders of the Company.

• (2) The Company may cancel the Stock Acquisition Rights without compensation in case the holders of the Stock Acquisition Rights no longer fulfill the conditions for exercise of Stock Acquisition Rights, or the holders of the Stock Acquisition Rights renounce a part of or all the Stock Acquisition Rights.

• (3) In addition to the above, the Company may, at any time, acquire and cancel the Stock Acquisition Rights without compensation.

11. Total paid-in value of the shares of the common stock of the Company to be issued or transferred upon exercise of all the Stock Acquisition Rights

2,086,000,000 yen (2,086 yen per share)

12. Transfer of Stock Acquisition Rights

Any transfer of the Stock Acquisition Rights shall be subject to approval of the Board of Directors of the Company.

13. Issuance of certificates of Stock Acquisition Rights

Certificates of Stock Acquisition Rights shall be issued only upon the request from the holders of the Stock Acquisition Rights.

14. Initial date of reckoning of profits or interest with respect to new shares issued upon exercise of Stock Acquisition Rights

The initial profit dividend on new shares issued upon exercise of Stock Acquisition Rights shall be paid on the assumption that such exercise of Stock Acquisition Rights has come into effect as from the beginning of the fiscal year in which the Stock Acquisition Rights were exercised.

Regardless of the foregoing, in case the Company distributes an interim dividend in accordance with Article 293-5 of the Commercial Code of Japan and Article 40 of the Articles of Incorporation of the Company, such interim dividend shall be paid on the assumption that the corresponding exercise of Stock Acquisition Rights has come into effect on April 1 when the same took place during the period from April 1 to September 30 and on October 1 when it took place during the period from October 1 to March 31 of the following year.

15. Individuals who will be allotted the Stock Acquisition Rights

Directors and employees of the Company or the domestic and wholly-owned subsidiary of the Company, up to 200 persons in total.

Reference

• 1. Date of resolution of the Board of Directors on the proposed agenda for the ordinary general meeting of shareholders: May 10, 2005

• 2. Date of resolution of the 25th ordinary general meeting of shareholders: June 22, 2005