Tokyo, Japan – October 25, 2001 – Trend Micro Inc. (TSE: 4704; Nasdaq: TMIC), a worldwide leader in antivirus and Internet content security solutions, today adopted the following resolutions regarding the issuance of the bonds with subscription warrants at the meeting of the Board of Directors of the Company held on October 25, 2001.
Pursuant to the Company’s "Incentive Plan for the Year 2001,” the purpose of the issuance of bonds with subscription warrants is to grant subscription warrants to certain directors and employees of the Company as well as to certain directors and employees of the Company’s subsidiaries.
The summary of the issuance of bonds with subscription warrants is as follows.
(1) Ratio of the bond to the share obtained by the subscription warrant
For every 1 million yen par value bond price, total issue price of par value shares of common stock issuable upon exercise of the subscription warrant shall be granted 100%. Each subscription warrant certificate represents the right to obtain 1 million yen worth of new shares.
(2) Total amount of the issue price of shares issuable upon exercise of the subscription warrants
6 billion yen
(3) Type of shares issuable upon exercise of the subscription warrant
Common stock of the Company
(4) Conditions of exercise of the subscription warrants
Issue price per share ("exercise price”) of shares issuable upon exercise of the subscription warrants is undecided. It will be decided at the meeting of the Board of Directors to be held on November 1, 2001).
Number of shares issuable upon exercise of the subscription warrant is as follows:
The total value of subscription warrant certificates submitted by the warrantholder for the exercise of the warrant
Number of shares = ------------------------------------------------------------------
Any fraction less than one share shall be disregarded. The adjustment of the exercise price will take the market-price format.
(5) Exercise period of the subscription warrants:
From November 2, 2002 through November 12, 2004. If bond acceleration occurs, no subscription warrant may be exercised thereafter.
(6) Partial exercise of the subscription warrant
No subscription warrant may be partially exercised.
(7) Transfer of the subscription warrants
Subscription warrant detachable from the bond can be transferred. However, pursuant to the Company’s and/or its subsidiary’s memorandum, the Company’s directors and employees as well as the subsidiary’s directors and employees cannot transfer the subscription warrants.
(8) The portion of the issue price of the shares to be issued upon exercise of the subscription warrant which will not be transferred to stated capital
The balance of the exercise price (if adjusted pursuant to 18(4) above, the adjusted exercise price) remaining after deduction of the amount to be transferred to stated capital. The amount to be transferred to stated capital shall mean an amount obtained by multiplying the exercise price (if adjusted pursuant to 18(4) above, the adjusted exercise price) by 0.5, with any fraction of one yen occurring as a result of such calculation to be rounded up to a full yen.
(9) Payment in kind
(10) Effectiveness of exercise of the subscription warrants
The exercise of the subscription warrants shall become effective if the certificate evidencing the relevant subscription warrant, documents required for exercise of the subscription warrant and cash payment reach the place for handling payments.
(11) Dividends payable on shares to be issued upon exercise of the subscription warrants
Any annual dividend or interim dividend payable on shares issuable upon exercise of the subscription warrants with respect to the Dividend Accrual Period (as defined below), during which the relevant date of exercise falls, shall be paid for the full Dividend Accrual Period as if the exercise had taken effect at the beginning of such Dividend Accrual Period. The "Dividend Accrual Period” means each six-month period ending on June 30 and December 31 in each year.
(12) Place for accepting the request for exercise of the subscription warrant
The registered head office of the Company
(13) Place for handling payments resulting from exercise of the subscription warrant
The registered head office of The Toyo Trust and Banking Co., Ltd.
(14) Method of delivery of share certificates
Share certificates will be delivered by the corporate agency department of The Toyo Trust and Banking Co., Ltd. as soon as after the relevant subscription warrant is exercised. No certificates will be issued for any fractional shares.
The Toyo Trust and Banking Co., Ltd.
Any other matters required for the issuance of the Bonds of Subscription Warrants will be decided at a meeting of the Company’s board of directors to be held hereafter and entrusted to the representative director of the Company.
The subscription warrants to be issued by the Company will be fully repurchased by the Company from Daiwa Securities SMBC Co., Ltd. Then, they will be partly granted to certain directors of the Company as part of director compensations and partly offered to certain employees of the Company and to the Company’s subsidiaries.
Trend Micro Incorporated (TSE: 4704), a global cloud security leader, creates a world safe for exchanging digital information with its Internet content security and threat management solutions for businesses and consumers. A pioneer in server security with over 20 years' experience, we deliver top-ranked client, server and cloud-based security that fits our customers' and partners' needs, stops new threats faster, and protects data in physical, virtualized and cloud environments. Powered by the Trend Micro™ Smart Protection Network™ cloud security infrastructure, our industry-leading cloud-computing security technology, products and services stop threats where they emerge, on the Internet, and are supported by 1,000+ threat intelligence experts around the globe.
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