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Corporate Governance
Chapter 3: Bonds
Article 14 (Issuance of Convertible Bonds)
(1) When issuing convertible bonds by giving specific persons the opportunity to subscribe for bonds for allocation by methods other than Article 8.2.1, when necessary to achieve management objectives such as introducing new technology or improving financial structure
(2) When issuing convertible bonds by allowing an unspecified number of persons to subscribe for bonds by methods other than Article 8.2.1 and allocating bonds to those who subscribe accordingly
(1) A method of allocating bonds to an unspecified number of subscribers without classifying the types of persons given the opportunity to subscribe for bonds
(2) A method of giving shareholders priority opportunity to subscribe for bonds and, if there are unsubscribed bonds, providing an unspecified number of persons the opportunity to be allocated bonds
(3) A method of allowing specific types of persons to subscribe for bonds according to reasonable standards prescribed by relevant laws, such as demand forecasting prepared by investment traders or investment brokers as underwriters or arrangers
03 For convertible bonds under Article 14.1, the Board may issue them under conditions granting conversion rights to only a portion.
04 Shares issued through conversion shall be common shares or class shares, and the conversion price shall be the par value of shares or higher as determined by the Board at bond issuance.
05 The period during which conversion may be requested shall be from the day following the bond issuance date to the day immediately before the redemption date. However, the conversion request period may be adjusted by Board resolution within this period.
06 Regarding dividend distribution for shares issued through conversion, the provisions of Article 8.5 shall apply mutatis mutandis, and the Company shall pay interest only on interest due before conversion.
Article 15 (Issuance of Bonds with Warrants)
(1) When issuing bonds with warrants by giving specific persons the opportunity to subscribe for bonds for allocation by methods other than Article 8.2.1, when necessary to achieve management objectives such as introducing new technology or improving financial structure
(2) When issuing bonds with warrants by allowing an unspecified number of persons to subscribe for bonds by methods other than Article 8.2.1 and allocating bonds to those who subscribe accordingly
(1) A method of allocating bonds to an unspecified number of subscribers without classifying the types of persons given the opportunity to subscribe for bonds
(2) A method of giving shareholders priority opportunity to subscribe for bonds and, if there are unsubscribed bonds, providing an unspecified number of persons the opportunity to be allocated bonds
(3) A method of allowing specific types of persons to subscribe for bonds according to reasonable standards prescribed by relevant laws, such as demand forecasting prepared by investment traders or investment brokers as underwriters or arrangers
03 The amount for which a new share subscription may be requested shall be determined by the Board within the limit not exceeding the total par value of bonds.
04 Shares issued through exercise of warrants shall be common shares or class shares, and their issuance price shall be the par value or higher as determined by the Board at bond issuance.
05 The period during which warrants may be exercised shall be from the day following the bond issuance date to the day immediately before the redemption date. However, the warrant exercise period may be adjusted by Board resolution within this period.
06 Regarding dividend distribution for shares issued through exercise of warrants, the provisions of Article 8.5 shall apply mutatis mutandis.
Article 16 (Bond Issuance)
01 The Company may issue bonds by Board resolution.
02 The Board may delegate to the CEO the authority to issue bonds within a period not exceeding one year by determining the amount and type of bonds.
Article 16-2 (Electronic Registration of Rights to be Indicated on Bonds and Warrant Certificates)
The Company shall electronically register rights to be indicated on bonds and warrant certificates in the electronic registration account book of the electronic registration institution, rather than issuing bond certificates and warrant certificates. However, for bonds, electronic registration may not be required except for listed bonds for which electronic registration is mandated by law.
Article 16-3 (Provisions Applicable Mutatis Mutandis to Bond Issuance)
The provisions of Article 11 shall apply mutatis mutandis to bond issuance.
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