Isuzu 2003 Annual Report Download - page 29

ISUZU MOTORS LIMITED ANNUAL REPORT 2003
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whose number is obtained from dividing the amount
equal to the amount paid per stock of the Class I preferred
stocks by the maximum conversion price.
The maximum conversion price is equal to the initial
conversion price (subject to “Adjustment of Conversion
Price” described in (2) (ii) (c) on the lefthand page.)
When fractions less than 1 are produced in calculating
the above number of common stocks, they shall be
treated according to the treatment of the reverse split of
stocks stipulated in the Commercial Code.
b) Outline of the Issue of Class II Preferred Stock
(1) Preferred Dividends
Class II preferred dividends shall be calculated accord-
ing to the following formula. Class II preferred divi-
dends shall be calculated to four places of decimals of
less than one yen and rounded off at the fourth place of
decimals. However, when the calculation result exceeds
¥80, Class II preferred dividends will be set at ¥80.
Class II preferred dividend = ¥800 x (Japanese Yen
TIBOR + 1.125%)
Any portion of the dividend which exceeds the
amount of the Class II preferred stocks shall not be paid
to Class II preferred shareholders and Class II preferen-
tially registered pledges.
(2) Conversion Contract Right
(i) Period for Claiming Conversion
Period for claiming the conversion of the Class II preferred
stocks shall be from October 1, 2008 to September 30, 2024.
(ii) Conditions for Conversion
The Class II preferred stocks can be converted to the
common stocks of the Company at the per-share
converting values specified below from (a) to (c).
(a) Initial Conversion Price = ¥54
(b) Revision of Conversion Price
Conversion price is revised to the average price on October
1 every year from October 1, 2009 to September 30, 2024
(hereinafter referred to as the date of revision of conver-
sion price) when the average price (excluding days with-
out closing price) of daily closing prices (including
quoted price) in regular transactions of common stocks of
the Company at the Tokyo Stock Exchange during 30 busi-
ness days starting from the 45th business day preceding
the date of revision of conversion price (hereinafter re-
ferred to as actual value calculation period) is below the
initial conversion price (revised conversion price shall be
calculated to the first decimal point and then rounded
up.) In addition, if during the actual value calculation
period, a revision specified in (c) below has to be neces-
sary, the average price shall be revised to an amount
judged appropriate by the Board of Directors in accor-
dance with (c). However, when after calculation, the re-
vised conversion price is below the price equal to 70% of
the initial conversion price (calculated to the first deci-
mal point and then rounded up, hereinafter referred to
as floor conversion price and revised according to (c),)
the floor conversion price shall be treated as the revised
conversion price.
(c) Adjustment of Conversion Price
After the issue of Class II preferred stocks, if any of the following applies, the conversion price shall be adjusted by
the formula below (hereinafter referred to as the formula for the adjustment of conversion price.) In this formula,
figures shall be calculated to the first decimal point and then rounded up.
Adj. conver. price =
Pre-adjust conver. price x
No. of issued common stocks + No. of new common stocks x Amount paid per new stock
Market value per stock
No. of issued common stocks + No. of new common stocks
(iii) The Number of Common Stocks to be Issued Through Conversion
The number of common stocks of the Company to be issued through the conversion of the Class II preferred stocks
shall be as follows:
No. of common stocks
=
Total amount of issue price of Class II preferred stocks submitted by
issued through conversion
shareholders for asking conversion
Conversion price
When fractions less than 1 are produced in calculating the number of common stocks to be issued, they shall
be dropped.
(3) Mandatory Conversion
The Class II preferred stocks which are not requested for
conversion during the period in which a request for con-
version is possible shall become common stocks on the
day determined by the Board of Directors’ Meeting
which is held on or after the next day of the last day of
the said period (hereinafter referred to as the base date
of Mandatory conversion) and the number of the com-
mon stocks is obtained from dividing the amount equal
to the amount paid per stock of the Class II preferred
stocks by the average price (calculated to the first deci-
mal point and then rounded up) of the daily closing price
(including quoted price) in regular transactions of common
stocks of the Company at the Tokyo Stock Exchange