| (1) |
People who will receive an allocation of the stock subscription rights |
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Executive officers of Sumitomo Wiring Systems, Ltd. |
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| (2) |
Kinds and number of stocks subject to the stock subscription rights |
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The upper limit of the issuance will be 56,000 of the company's common stocks. When the company exercises a stock split or reverse split, we will adjust the number of stocks subject to the stock subscription rights, using the following calculation formula. However, such an adjustment is to be implemented for the number of stocks subject to the stock subscription rights that will be issued but have not yet been exercised at the time of the stock split/reverse split. When fractions of less than one stock are produced, they will be dropped.
Number of stocks after adjustment = Number of stocks before adjustment X ratio of split or reverse split
In case the company merges with another company or the company splits its organization, or the company decreases its capital, or in case any other similar case arises where an adjustment of the number of stocks is needed after the issue date of the stock subscription rights, the number of stock options will be appropriately adjusted within a reasonable range.
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| (3) |
Total number of stock subscription rights to be issued |
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The maximum number will be 56 rights. (1,000 common stocks per one stock subscription right. When the number of stocks has been adjusted should a case mentioned (2) above happen, an appropriate adjustment will be applied.) |
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| (4) |
Issue price of the stock subscription right |
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Free of charge |
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| (5) |
Amount to be paid-in to exercise the stock subscription right |
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Amount to be paid-in for the subscription right to one stock will be calculated by multiplying the amount for one stock calculated below by the number of stocks for one stock subscription right.
Amount to be paid-in for one stock will be the amount multiplying 1.05 by the mean value of the closing price of the company's common stock on the day of the previous month from the month of the issuance of the stock subscription rights at the Nagoya Stock Exchange, with fractions less than one yen raising to one yen. When the amount is less than the closing price of the issue date of the stock subscription rights (or the closing price of the closest day before the issue date when transactions have not been concluded), the amount will be the closing price of the issue date of the stock subscription rights.
When the company splits or splits down its stocks after the issuance of the stock subscription rights, we will adjust the amount to be paid-in with the following formula, with fractions less than one yen rounded to one yen.
When issuing new stocks or disposing of the treasury stocks (excluding the issue of the new stocks through the exercise of the stock subscription rights) at an amount less than the market price, use the following formula to calculate the amount to be paid-in, with fractions less than one yen rounded to one yen.
In the formula above, the "Number of stocks already issued" means the number of the company's stocks already issued minus the number of treasury stocks the company holds. When disposing of the treasury stocks, the "Number of stocks newly issued" is equivalent to the "number of stocks disposed."
In case the company merges with another company or the company splits its organization or the company decreases its capital, or in case any other similar case arises where an adjustment of the amount paid-in is needed after the issue date of the stock subscription rights, the amount to be paid-in will be appropriately adjusted within a reasonable range.
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| (6) |
Exercisable period of the stock subscription rights |
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From July 1, 2007 to June 30, 2010 (for three years) |
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| (7) |
Conditions for exercising the stock subscription rights |
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| a. |
When a person who has received an allocation of the stock subscription rights passes away, his or her heir has no right to exercise the person's stock subscription right. |
| b. |
Other conditions are to be stipulated in an agreement concluded between the company and the person who receives an allocation of the stock subscription rights, based on the resolutions of the shareholder's meeting and the meeting of the Board of Directors. |
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| (8) |
Reasons and conditions for cancellation of the stock subscription rights |
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| a. |
When a person who has received an allocation of the stock subscription rights cannot exercise the rights under the conditions mentioned (7) a. and b. above, he or she can cancel the stock subscription rights free of charge. |
| b. |
When a merger agreement has been approved that will extinguish the company, or a shareholders' meeting has approved a stock exchange/transfer agreement stipulating the company will become a subsidiary totally owned by another company, the stock subscription rights can be extinguished free of charge. |
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| (9) |
Limitation for assignment of the stock subscription rights |
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The assignment of the stock subscription rights needs the approval of the board of directors of the company. |
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| Note:The above contents presume that the agenda of the "issuance of the stock subscription rights as stock options" is to be approved in the 144th annual shareholders' meeting to be held on June 28, 2005. |
