Sharp 2015 Annual Report Download - page 55

(7) Others
The dividend rate (annual) of Class B Shares is set at 7.0% if the record date for a dividend from
surplus belongs to a business year ending before the end of March 2018 and at 8.0% if the re-
cord date for dividends from surplus belongs to a business year starting after April 1, 2018. Class
B Shares are cumulative and non-participating. In addition, Class B shareholders are entitled to
receive dividends in preference to Class A shareholders and common shareholders. Class B Shares
have no voting rights and assignments are restricted.
Put options the consideration for which is common shares and call options the consideration
for which is cash are attached to Class B Shares.
Put options the consideration for which is cash are not attached to Class B Shares.
The maximum dilution rate will be approximately 20.8% if all the put options attached to Class
B Shares the consideration for which is common shares are exercised, assuming no amount equal
to accumulated unpaid dividends and no daily prorated unpaid preferred dividend amount for
the Class B Shares exist.
The Company and JIS agreed to the exercise conditions for the put options attached to Class B
Shares the consideration for which is common shares in the subscription agreement, and conse-
quently the Company’s common shares will be issued through the exercise of the put options the
consideration for which is common shares basically on or after July 1, 2018.
The payment for the Class B Shares by JIS is subject to an Ordinary General Meeting of
Shareholders’ approval of matters such as Partial Amendment to Articles of Incorporation, the
issuance of Class Shares and Reduction of Common Stock and Capital Reserve, the appointment
of two outside directors named by JIS in advance etc., the completion of the payment for Class A
Shares by the Allotted Banks and consent to reconciliation among the financial institutions with
which JIS is reasonably satisfied, etc.
The payment for Class A Shares by the Allotted Banks and consent to reconciliation among the fi-
nancial institutions with which JIS is reasonably satisfied, etc. will be completed by the payment date.
2. Class B Shares
(1) Payment date
June 30, 2015
(2) Number of shares to be issued
25,000 shares
(3) Amount of procurement funds
25,000,000,000 yen (1,000,000 yen per share)
(4) Capital and capital reserve to be increased
Capital 12,500,000,000 yen (500,000 yen per share)
Capital reserve 12,500,000,000 yen (500,000 yen per share)
(5) Subscription and allotment method (planned allottee)
Allotted by a third party allotment method.
JIS 25,000 shares
(6) Specific usage of funds to be procured
Specific usage Amounts Planned time of
spending
New installation and replacement of mechanical
equipment, etc. for achieving higher definitions and
improving yields, and other rationalization invest-
ments, etc. in the LCD business
17,600 million yen July 2015
to March 2018
Investment in molds for new products for Japan,
China and Asia and rationalization investments, etc.
in each domestic and overseas factory in the health
and environment business
4,000 million yen July 2015
to March 2018
Investment in molds for new products and ratio-
nalization investments, etc. in each domestic and
overseas factory in the business solutions business
3,000 million yen July 2015
to March 2018
Notes to the Consolidated Financial Statements
53
Notes to the Consolidated
Financial Statements
Financial Section
Segment Outline
Medium-Term Management Plan
for Fiscal 2015 through 2017
Investor Information
Directors, Audit & Supervisory Board
Members and Executive Officers
Risk Factors
Corporate Governance
Contents
Corporate Social
Responsibility (CSR)
Message to our Shareholders
Fiscal 2014 Review by
Product Group
Financial Highlights
SHARP Annual Report 2015
Consolidated
Subsidiaries
Independent Auditor’s
Report
Consolidated Statements of
Cash Flows
Consolidated Statements of
Changes in Net Assets
Consolidated Statements of
Comprehensive Income
Consolidated Statements of
Operations
Consolidated Balance Sheets
Financial Review
Five-Year Financial Summary