May 16, 2002
Kuraray Co., Ltd.
Kuraray Co., Ltd. resolved at a meeting of its Board of Directors held on May 16, 2002 to propose an agenda titled "Issue of Stock Acquisition Rights as stock options" as detailed below, pursuant to Articles 280-20 and 280-21 of the Commercial Code for resolution at the Ordinary General Meeting of Shareholders scheduled to held on June 27, 2002:
The Company will issue Stock Acquisition Rights to directors and employees of the Company and the like for the purpose of enhancing their consciousness of participation in the management of the Company and raising their commitment and willingness to contribute for the improvement of the business performance of the Company.
Directors, statutory auditors and employees of the Company and its subsidiaries
1.2 million shares of common stock of the Company
If the Company splits or consolidates its common stock, the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted according to the following formula; provided, however, that such adjustment shall be made only to those remain unexercised at the time of such adjustment and; provided, further, that if any fraction less than one share arises as a result of such adjustment, such fraction shall be discarded.
2,400 (The number of shares to be issued upon exercise of each Stock Acquisition Rights shall be 500.)
No consideration shall be payable.
Whichever is higher of (i) the average (any fraction less than one yen will be rounded up) of the closing price of the common stock of the Company in the regular trading on the Tokyo Stock Exchange (including indication of any bid or offer, hereafter referred to as the "Closing Price") for 30 consecutive trading days (excluding days on which there is no Closing Price) from the beginning of 45 days period preceding the issue of Stock Acquisition Rights, multiplied by 1.05 (any fraction less than one yen will be rounded up), or (ii) the Closing Price on the day of issue of Stock Acquisition Rights (if there is no Closing Price on such date, the Closing Price on the latest trading day on which the Closing Price is quoted).
If the Company splits or consolidates its common stock after the day of issue of Stock Acquisition Rights, the exercise price shall be adjusted according to the following formula, and any fraction less than one yen resulting from this adjustment shall be rounded up.
In addition, in the case the Company issues new shares at a price lower than the then current market value after the day of issue of Stock Acquisition Rights (excluding the case where such lower price is resulted from the exercise of Stock Acquisition Rights), the exercise price shall be adjusted according to the following formula, and any fraction less than one yen resulting from this adjustment shall be rounded up.
From June 28, 2004 to June 27, 2012.
Any transfer of Stock Acquisition Rights shall require an approval of the Board of Directors.