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NOTICE OF ISSUANCE OF UNSECURED CONVERTIBLE BOND-TYPE BONDS WITH STOCK ACQUISITION RIGHTS

May 17, 2004

Notice is hereby given that at the meeting of the Board of Directors of the Company held on May 17, 2004, it was resolved that The 5th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights and The 6th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights be issued, as described below:

Description

1. The 5th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights

1. Name of Issue Ube Industries, Ltd. The 5th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights (Limited Inter-Bond Pari Passu Clause) (hereinafter referred to as the "Bonds with Stock Acquisition Rights," of which the bonds are to be referred to as the "Bonds" and the stock acquisition rights are to be referred to as the "Stock Acquisition Rights")
2. Issue price \100 per \100 in face value
3. Issue price of Stock Acquisition Rights Free
4. Calculation basis of issue price of Stock Acquisition Rights(reason for free issue) The issue price of the Stock Acquisition Rights was determined as zero, taking into consideration that the Bonds and the Stock Acquisition Rights are closely related to each other on the grounds that the Stock Acquisition Rights are attached to the convertible bond-type bonds with stock acquisition rights and shall not be transferable separately from the Bonds and that all the Bonds shall cease to exist upon exercise of the related Stock Acquisition Rights due to substitute payment, and in view of the estimated value of the Stock Acquisition Rights, as well as the economic value of the Bonds estimated from the interest rate, the issue price and other terms of issue of the Bonds.
5. Payment date and date of issue June 2, 2004 (Wed.)
6. Particulars of offering (1) Method of offering The entire amount will be allocated to Nomura Securities Co., Ltd. by means of third party allocation.
(2) Issue price (offering price) \100 per \100 in face value
(3) Subscription period Through June 2, 2004 (Wed)
(4) Place of subscription The Nomura Trust and Banking Co., Ltd.
7. Particulars of Stock Acquisition Rights (1) Type and number of stock to be issued by Stock Acquisition Rights The type of stock to be issued by the exercise of the Stock Acquisition Rights shall be the Company's common stock, and the number of such common stock to be newly issued or transferred instead (issuance or transfer of the Company's common stock is to be hereinafter referred to as "delivery") upon request for such exercise shall be the maximum whole number obtained by dividing the aggregate issue price of the Bonds by the Conversion Price defined in (3)(ii) of this Section (if the Conversion Price was amended or adjusted in accordance with (8) or (9) of this Section, such amended or adjusted Conversion Price). Any fraction less than one share of stock shall be disregarded and no cash adjustment shall be made.
(2) Total number of Stock Acquisition Rights to be issued One Stock Acquisition Right shall be attached to each of the Bonds, and forty Stock Acquisition Rights shall be issued in total.
(3) Amount payable uponexercise and Conversion Price (i) The amount to be payable upon exercise of one Stock Acquisition Right shall be equal to the issue price of the Bonds.
(ii) The amount payable for one share of stock upon exercise of the Stock Acquisition Right (hereinafter referred to as the "Conversion Price") shall be \157 initially.
(4) Calculation basis of amounts payable upon exercise (Conversion Price) Since the Bonds with Stock Acquisition Rights are the convertible bond-type bonds with stock acquisition rights, the amount to be payable upon exercise of one Stock Acquisition Right was determined as the one equal to the issue price of the Bonds, and the initial Conversion Price was determined as the closing price of the Company's common stock on the Tokyo Stock Exchange on May 17, 2004.
(5) Issue price of new stock to be capitalized The amount to be capitalized from the issue price of one share of the Company's common stock to be issued upon exercise of the Stock Acquisition Right shall be the amount obtained by multiplying such issue price of such stock by 0.5, and any fraction less than one yen arising as a result of such calculation shall be rounded up to the nearest yen.
(6) Exercise period The bondholders of the Bonds with Stock Acquisition Rights are entitled to request exercise of their Stock Acquisition Rights (hereinafter referred to as the "Request for Exercise") at any time during the period from June 3, 2004 to June 1, 2006.
(7) Conditions for exercise If the Bonds shall have been redeemed before maturity at the option of the Company according to Section 8 (6) (ii) through (iv) or if the Bonds shall have become due and payable, the Stock Acquisition Rights may not be exercised on or after the date of such redemption or the date on which the Bonds become due and payable. If the Company determined to redeem the Bonds before maturity at the request of the bondholders of the Bonds with Stock Acquisition Rights in accordance with Section 8 (6) (v), the Stock Acquisition Rights may not be exercised from the point at which the certificate of the Bonds with Stock Acquisition Rights (if the Bonds relating to the registered Bonds with Stock Acquisition Rights are redeemed before maturity, a written request in the form designated by the Company (hereinafter referred to as the "Request for Early Redemption")) is deposited at the place of payment of redemption money as shown in Section 8 (12). Also, each Stock Acquisition Right may not be partially exercised.
(8) Revision of Conversion Price (i) From the business day following the third Friday of each month (hereinafter referred to as the "Determination Date") after the issuance of the Bonds with Stock Acquisition Rights, the Conversion Price will be revised to the amount corresponding to 90% of the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange for five consecutive trading days immediately preceding the Determination Date (including that day) (excluding any trading day on which the closing price does not exist, and if the Determination Date is not a trading day, five consecutive trading days up to the trading day immediately preceding the Determination Date; hereinafter referred to as the "Market Price Computation Period") (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place; hereinafter referred to as the "Revised Conversion Price"). If any of the events of adjustment of the Conversion Price mentioned in (9) below occurs during the Market Price Computation Period, the Revised Conversion Price shall be revised to the price the Company deems appropriate in accordance with the Terms and Conditions of the Bonds with Stock Acquisition Rights; provided, however, that if the Revised Conversion Price after such computation is less than \110 (hereinafter referred to as the "Minimum Conversion Price," but subject to correction under (8)(ii) or adjustment under (9) of this Section), the Revised Conversion Price shall be the Minimum Conversion Price, and if the Revised Conversion Price after such computation is more than \235 (hereinafter referred to as the "Maximum Conversion Price," but subject to adjustment under (9) of this Section), the Revised Conversion Price shall be the Maximum Conversion Price.
(ii) In addition to the revision of the Conversion Price pursuant to (i) above, if the amount corresponding to 90% of the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange during the Market Computation Period of a certain month (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place) falls below the Minimum Conversion Price for the first time, then, from the third Friday of the following month, the then effective Minimum Conversion Price shall be revised to the amount corresponding to 80% of such Minimum Conversion Price (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place, but subject to adjustment of (9) of this Section).
(9) Adjustment of Conversion Price The Conversion Price will be adjusted according to the following formula when the Company delivers its common stock at an issue price or a disposal price lower than the market price of the Company's common stock (except for the delivery as a result of conversion or exercise of the instruments to be converted or convertible to the Company's common stock or the stock acquisition rights (including those attached to the bonds with stock acquisition rights) by which delivery of the Company's common stock may be requested, as the case may be) after issuance of the Bonds with Stock Acquisition Rights. In the following formula, the "number of outstanding shares" means the number of the Company's common stock outstanding less the number of treasury common stock owned by the Company.



The Conversion Price shall also be adjusted as appropriate when the Company's common stock is split or consolidated, or when instruments to be converted or convertible to the Company's common stock at a price less than the market price or instruments (including bonds with stock acquisition rights) representing a right to request delivery of the Company's common stock (including stock acquisition rights) are issued.
For the purpose of this (9), "market price" means the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange for thirty trading days (excluding any trading day on which the closing price does not exist) commencing on the forty-fifth trading day prior to the day on which the Conversion Price after adjustment is applied (however, if it is resolved by the Board of Directors meeting that common stock will be issued by stock split on condition of capitalization of divisible profits and the stockholders allocation day for stock split is a day prior to the closing of the shareholders meeting at which capitalization of divisible profits should be resolved, such stockholders allocation day).
(10) Event of cancellation and conditions for cancellation There is no event of cancellation.
(11) Starting date of computation regarding dividend on stock delivered upon exercise Cash dividend or distribution of money stipulated in Article 293-5 of the Commercial Code of Japan (interim dividend) on the Company's common stock delivered upon request for exercise will be paid by assuming that the Company's common stock has been delivered on April 1 when the request for exercise was made during the period from April1 to September 30, and that the Company's common stock has been delivered on October 1 when the request for exercise was made during the period from October 1 to March 31.
(12) Receiving agent of request for exercise (Transfer Agent)
Stock Transfer Agency Department
UFJ Trust Bank Limited
(13) Matters concerning substitute payment In accordance with Article 341-3, Paragraph 1, Items 7 and 8 of the Commercial Code of Japan, when a person exercises the Stock Acquisition Rights, such person shall be deemed to have requested that the total amount to be paid upon exercise of such Stock Acquisition Right has been paid in lieu of the redemption of the total amount of the Bonds, and it shall also be deemed that the payment on such request has been made.
8. Particulars of Bonds (1) Total amount of the Bonds \4,000,000,000
(2) Face value of each Bond certificate \100,000,000
(3) Interest rate on the Bonds The Bonds shall bear no interest.
(4) Maturity date June 2, 2006 (Fri.)
(5) Redemption price \100 per \100 in face value
However, in the event of early redemption, the prices shown in (6)(ii) through (v) of this Section shall apply.
(6) Method of redemption (i) The aggregate amount of the Bonds shall be redeemed on June 2, 2006.
(ii) When the Company resolves to become a wholly-owned subsidiary of another company by stock exchange or stock transfer at its shareholders meeting, the Company shall redeem the entirety of the remaining Bonds at \101 per \100 in face value, by giving to each holder of the Bonds with Stock Acquisition Rights a prior notice of not less than 30 days and not more than 60 days of the redemption date. Partial early redemption shall not be allowed in this case.
(iii) After issuing the Bonds with Stock Acquisition Rights, the Company may redeem, at its option, by giving to each holder of the Bonds with Stock Acquisition Rights a prior notice no later than the first Friday of each month (including that day), the entirety of the remaining Bonds at \101 per \100 in face value on the third Friday of the same month. Partial early redemption shall not be allowed in this case.
(iv) In addition to (iii) above, if the amount corresponding to 90% of the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange during the Market Computation Period (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place) falls below the Minimum Conversion Price as set forth in Section 7 (8)(i) for the first time, the Company may redeem, by giving to each holder of the Bonds with Stock Acquisition Rights a prior notice no later than the second Friday of the month following the relevant Determination Date (including that day), the entirety of the remaining Bonds at \101 per \100 in face value on the third Friday of the month following the relevant Determination Date. Partial early redemption shall not be allowed in this case.
(v) After the issuance of the Bonds with Stock Acquisition Rights, each holder of the Bonds with Stock Acquisition Rights may, at its option, by giving to the Company a prior notice no later than the second Friday of each month (including that day) and depositing the certificate of the Bonds with Stock Acquisition Rights with the place of payment of redemption money as shown in (12) of this Section, request the Company to redeem the entirety or a part of the Bonds held by it at \99 per \100 in face value on the fourth Friday of the same month. If a bondholder requests the Company to redeem before maturity the Bonds relating to the registered Bonds with Stock Acquisition Rights, it may, in lieu of depositing the certificate of the Bonds with Stock Acquisition Rights, submit a Request for Early Redemption identifying the Bonds requested to be redeemed before maturity, after entering the date of request and affixing the bondholder's name and seal impression on it, to the place of payment of redemption money through the Registrar as shown in (13) of this Section.
(vi) If the day on which redemption is scheduled to be made falls on a bank holiday, the redemption date shall be brought forward to the preceding bank business day.
(vii) The Company may purchase and cancel the Bonds at any time after the date of issuance of the same; provided, however, that it is not possible to cancel the Stock Acquisition Rights only. In the event that the Company cancels the Bonds by purchase, it shall waive any and all rights to the Stock Acquisition Rights so obtained.
(7) Form of bond certificate Bearer form
In accordance with Article 341-2, Paragraph 4 of the Commercial Code of Japan, it is not allowed to transfer either of the Bonds or the Stock Acquisition Rights of the Bonds with Stock Acquisition Rights.
(8) Security interest There exists no secured mortgage or guaranty on the Bonds with Stock Acquisition Rights, and no asset is reserved particularly for the Bonds with Stock Acquisition Rights.
(9) Financial covenants As long as any outstanding balance of the Bonds exists, if the Company intends to establish a mortgage on other convertible bonds issued in Japan by the Company (the convertible bonds issued pursuant to the provisions of Article 341-2, Paragraph 1 of the Commercial Code of Japan before enactment on April 1, 2002) or other convertible bond-type bonds with stock acquisition rights to be issued in future in Japan by the Company (including the 6th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights (Limited Inter-Bond Pari Passu Clause) to be issued simultaneously with the Bonds) after issuance of the Bonds with Stock Acquisition Rights, such mortgage shall be pari passu with that on the Bonds in accordance with the Secured Bonds Trust Law, for the benefit of the Bonds with Stock Acquisition Rights. The convertible bond-type bonds with stock acquisition rights means the bonds with stock acquisition rights stipulated in Article 341-2 of the Commercial Code of Japan as to which it has been resolved by the Board of Directors that when a holder of the bonds with stock acquisition rights exercises the stock acquisition rights, such holder shall be deemed to have requested that the total amount to be paid upon exercise of such stock acquisition right has been paid in lieu of the redemption of the total amount of the bonds and it shall also be assumed that the payment on such request has been made in accordance with Article 341-3, Paragraph 1, Items 7 and 8 of the Commercial Code of Japan.
(10) Rating acquired There exists no rating acquired.
(11) Bond manager The Bonds with Stock Acquisition Rights meet the requirements of proviso to Article 297 of the Commercial Code of Japan, and therefore no bond manager is established.
(12) Paying agent(place of payment of redemption money) The Nomura Trust and Banking Co., Ltd.
(13) Registrar The Nomura Trust and Banking Co., Ltd.
9. Application for listing None
10. Each preceding item shall apply on condition that notification under the Securities Exchange Law becomes effective.

Persons to whom Bonds with Stock Acquisition Rights will be allocated

Name of a person to whom the Bonds with Stock Acquisition Rights will be allocated The Nomura Securities Co., Ltd.
Bonds with Stock Acquisition Rights to be allocated (face value) \4,000,000,000
Amount paid \4,000,000,000
Information concerning the person to whom the Bonds with Stock Acquisition Rights will be allocated Address 1-9-1 Nihonbashi, Chuo-ku, Tokyo
Name of representative Nobuyuki Koga, Executive President
Amount of capital \10,000,000,000
Business category Securities business
Large stockholder Nomura Holdings, Inc. (100%)
Relationship with the Company Investment relationship Number of the Company's stock owned by the person to whom the Bonds with Stock Acquisition Rights will be allocated: 657,700 shares of common stock
Number of stock of the person to whom the Bonds with Stock Acquisition Rights will be allocated owned by the Company: None
Business relationship Lead managing underwriter
Personal relationship None
*
Information regarding "mount of capital" and "investment relationship" is as of March 31, 2004.

2. The 6th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights

1. Name of Issue Ube Industries, Ltd. The 6th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights (Limited Inter-Bond Pari Passu Clause) (hereinafter referred to as the "Bonds with Stock Acquisition Rights," of which the bonds are to be referred to as the "Bonds" and the stock acquisition rights are to be referred to as the "Stock Acquisition Rights")
2. Issue price \100 per \100 in face value
3. Issue price of Stock Acquisition Rights Free
4. Calculation basis of issue price of Stock Acquisition Rights(reason for free issue) The issue price of the Stock Acquisition Rights was determined as zero, taking into consideration that the Bonds and the Stock Acquisition Rights are closely related to each other on the grounds that the Stock Acquisition Rights are attached to the convertible bond-type bonds with stock acquisition rights and shall not be transferable separately from the Bonds and that all the Bonds shall cease to exist upon exercise of the related Stock Acquisition Rights due to substitute payment, and in view of the estimated value of the Stock Acquisition Rights, as well as the economic value of the Bonds estimated from the interest rate, the issue price and other terms of issue of the Bonds.
5. Payment date and date of issue June 2, 2004 (Wed.)
6. Particulars of offering (1) Method of offering The entire amount will be allocated to UFJ Tsubasa Securities Co., Ltd. and Mizuho Securities Co., Ltd. by means of third party allocation.
(2) Issue price (offering price) \100 per \100 in face value
(3) Subscription period Through June 2, 2004 (Wed)
(4) Place of subscription UFJ Bank Limited
7. Particulars of Stock Acquisition Rights (1) Type and number of stock to be issued by Stock Acquisition Rights The type of stock to be issued by the exercise of the Stock Acquisition Rights shall be the Company's common stock, and the number of such common stock to be newly issued or transferred instead (issuance or transfer of the Company's common stock is to be hereinafter referred to as "delivery") upon request for such exercise shall be the maximum whole number obtained by dividing the aggregate issue price of the Bonds by the Conversion Price defined in (3)(ii) of this Section (if the Conversion Price was amended or adjusted in accordance with (8) or (9) of this Section, such amended or adjusted Conversion Price). Any fraction less than one share of stock shall be disregarded and no cash adjustment shall be made.
(2) Total number of Stock Acquisition Rights to be issued One Stock Acquisition Right shall be attached to each of the Bonds, and sixty Stock Acquisition Rights shall be issued in total.
(3) Amount payable uponexercise and Conversion Price (i) The amount to be payable upon exercise of one Stock Acquisition Right shall be equal to the issue pride of the Bonds.
(ii) The amount payable for one share of stock upon exercise of the Stock Acquisition Right (hereinafter referred to as the "Conversion Price") shall be \157 initially.
(4) Calculation basis of amounts payable upon exercise (Conversion Price) Since the Bonds with Stock Acquisition Rights are the convertible bond-type bonds with stock acquisition rights, the amount to be payable upon exercise of one Stock Acquisition Right was determined as the one equal to the issue price of the Bonds, and the initial Conversion Price was determined as the closing price of the Company's common stock on the Tokyo Stock Exchange on May 17, 2004.
(5) Issue price of new stock to be capitalized The amount to be capitalized from the issue price of one share of the Company's common stock to be issued upon exercise of the Stock Acquisition Right shall be the amount obtained by multiplying such issue price of such stock by 0.5, and any fraction less than one yen arising as a result of such calculation shall be rounded up to the nearest yen.
(6) Exercise period The bondholders of the Bonds with Stock Acquisition Rights are entitled to request exercise of their Stock Acquisition Rights (hereinafter referred to as the "Request for Exercise") at any time during the period from September 1, 2004 to June 1, 2006.
(7) Conditions for exercise If the Bonds shall have been redeemed before maturity at the option of the Company according to Section 8 (6) (ii) through (iv) or if the Bonds shall have become due and payable, the Stock Acquisition Rights may not be exercised on or after the date of such redemption or the date on which the Bonds become due and payable. If the Company determined to redeem the Bonds before maturity at the request of the bondholders of the Bonds with Stock Acquisition Rights in accordance with Section 8 (6) (v), the Stock Acquisition Rights may not be exercised from the point at which the certificate of the Bonds with Stock Acquisition Rights (if the Bonds relating to the registered Bonds with Stock Acquisition Rights are redeemed before maturity, a written request in the form designated by the Company (hereinafter referred to as the "Request for Early Redemption")) is deposited at the place of payment of redemption money as shown in Section 8 (12). Also, each Stock Acquisition Right may not be partially exercised.
(8) Revision of Conversion Price (i) From the business day following the third Friday of each month (hereinafter referred to as the "Determination Date") after the issuance of the Bonds with Stock Acquisition Rights, the Conversion Price will be revised to the amount corresponding to 90% of the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange for five consecutive trading days immediately preceding the Determination Date (including that day) (excluding any trading day on which the closing price does not exist, and if the Determination Date is not a trading day, five consecutive trading days up to the trading day immediately preceding the Determination Date; hereinafter referred to as the "Market Price Computation Period") (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place; hereinafter referred to as the "Revised Conversion Price"). If any of the events of adjustment of the Conversion Price mentioned in (9) below occurs during the Market Price Computation Period, the Revised Conversion Price shall be revised to the price the Company deems appropriate in accordance with the Terms and Conditions of the Bonds with Stock Acquisition Rights; provided, however, that if the Revised Conversion Price after such computation is less than \110 (hereinafter referred to as the "Minimum Conversion Price," but subject to correction under (8)(ii) or adjustment under (9) of this Section), the Revised Conversion Price shall be the Minimum Conversion Price, and if the Revised Conversion Price after such computation is more than \204 (hereinafter referred to as the "Maximum Conversion Price," but subject to adjustment under (9) of this Section), the Revised Conversion Price shall be the Maximum Conversion Price.
(ii) In addition to the revision of the Conversion Price pursuant to (i) above, if the amount corresponding to 90% of the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange during the Market Computation Period of a certain month (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place) falls below the Minimum Conversion Price for the first time, then, from the third Friday of the following month, the then effective Minimum Conversion Price shall be revised to the amount corresponding to 80% of such Minimum Conversion Price (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place, but subject to adjustment of (9) of this Section).
(9) Adjustment of Conversion Price The Conversion Price will be adjusted according to the following formula when the Company delivers its common stock at an issue price or a disposal price lower than the market price of the Company's common stock (except for the delivery as a result of conversion or exercise of the instruments to be converted or convertible to the Company's common stock or the stock acquisition rights (including those attached to the bonds with stock acquisition rights) by which delivery of the Company's common stock may be requested, as the case may be) after issuance of the Bonds with Stock Acquisition Rights. In the following formula, the "number of outstanding shares" means the number of the Company's common stock outstanding less the number of treasury common stock owned by the Company.



The Conversion Price shall also be adjusted as appropriate when the Company's common stock is split or consolidated, or when instruments to be converted or convertible to the Company's common stock at a price less than the market price or instruments (including bonds with stock acquisition rights) representing a right to request delivery of the Company's common stock (including stock acquisition rights) are issued. For the purpose of this (9), "market price" means the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange for thirty trading days (excluding any trading day on which the closing price does not exist) commencing on the forty-fifth trading day prior to the day on which the Conversion Price after adjustment is applied (however, if it is resolved by the Board of Directors meeting that common stock will be issued by stock split on condition of capitalization of divisible profits and the stockholders allocation day for stock split is a day prior to the closing of the stockholders meeting at which capitalization of divisible profits should be resolved, such stockholders allocation day).
(10) Event of cancellation and conditions for cancellation There is no event of cancellation.
(11) Starting date of computation regarding dividend on stock delivered upon exercise Cash dividend or distribution of money stipulated in Article 293-5 of the Commercial Code of Japan (interim dividend) on the Company's common stock delivered upon request for exercise will be paid by assuming that the Company's common stock has been delivered on April 1 when the request for exercise was made during the period from April1 to September 30, and that the Company's common stock has been delivered on October 1 when the request for exercise was made during the period from October 1 to March 31.
(12) Receiving agent of request for exercise (Transfer Agent)
Stock Transfer Agency Department
UFJ Trust Bank Limited
(13) Intermediary of request for exercise Tokyo Main Office, UFJ Bank Limited
(14) Matters concerning substitute payment In accordance with Article 341-3, Paragraph 1, Items 7 and 8 of the Commercial Code of Japan, when a person exercises the Stock Acquisition Rights, such person shall be deemed to have requested that the total amount to be paid upon exercise of such Stock Acquisition Right has been paid in lieu of the redemption of the total amount of the Bonds, and it shall also be deemed that the payment on such request has been made.
8. Particulars of Bonds (1) Total amount of the Bonds \6,000,000,000
(2) Face value of each Bond certificate \100,000,000
(3) Interest rate on the Bonds The Bonds shall bear no interest.
(4) Maturity date June 2, 2006 (Fri.)
(5) Redemption price \100 per \100 in face value
However, in the event of early redemption, the prices shown in (6)(ii) through (v) of this Section shall apply.
(6) Method of redemption (i) The aggregate amount of the Bonds shall be redeemed on June 2, 2006.
(ii) When the Company resolves to become a wholly-owned subsidiary of another company by stock exchange or stock transfer at its shareholders meeting, the Company shall redeem the entirety of the remaining Bonds at \101 per \100 in face value, by giving to each holder of the Bonds with Stock Acquisition Rights a prior notice of not less than 30 days and not more than 60 days of the redemption date. Partial early redemption shall not be allowed in this case.
(iii) After issuing the Bonds with Stock Acquisition Rights, the Company may redeem, at its option, by giving to each holder of the Bonds with Stock Acquisition Rights a prior notice no later than the first Friday of each month (including that day), the entirety of the remaining Bonds at \101 per \100 in face value on the third Friday of the same month. Partial early redemption shall not be allowed in this case.
(iv) In addition to (iii) above, if the amount corresponding to 90% of the average of the closing prices (including quotations) of the regular dealings of the Company's common stock on the Tokyo Stock Exchange during the Market Computation Period (the value shall be computed to the second decimal place and rounded down to the nearest first decimal place) falls below the Minimum Conversion Price as set forth in Section 7 (8)(i) for the first time, the Company may redeem, by giving to each holder of the Bonds with Stock Acquisition Rights a prior notice no later than the second Friday of the month following the relevant Determination Date (including that day), the entirety of the remaining Bonds at \101 per \100 in face value on the third Friday of the month following the relevant Determination Date. Partial early redemption shall not be allowed in this case.
(v) After the issuance of the Bonds with Stock Acquisition Rights, each holder of the Bonds with Stock Acquisition Rights may, at its option, by giving to the Company a prior notice no later than the second Friday of each month (including that day) and depositing the certificate of the Bonds with Stock Acquisition Rights with the place of payment of redemption money as shown in (12) of this Section, request the Company to redeem the entirety or a part of the Bonds held by it at \99 per \100 in face value on the fourth Friday of the same month. If a bondholder requests the Company to redeem before maturity the Bonds relating to the registered Bonds with Stock Acquisition Rights, it may, in lieu of depositing the certificate of the Bonds with Stock Acquisition Rights, submit a Request for Early Redemption identifying the Bonds requested to be redeemed before maturity, after entering the date of request and affixing the bondholder's name and seal impression on it, to the place of payment of redemption money through the Registrar as shown in (13) of this Section.
(vi) If the day on which redemption is scheduled to be made falls on a bank holiday, the redemption date shall be brought forward to the preceding bank business day.
(vii) The Company may purchase and cancel the Bonds at any time after the date of issuance of the same; provided, however, that it is not possible to cancel the Stock Acquisition Rights only. In the event that the Company cancels the Bonds by purchase, it shall waive any and all rights to the Stock Acquisition Rights so obtained.
(7) Form of bond certificate Bearer form
In accordance with Article 341-2, Paragraph 4 of the Commercial Code of Japan, it is not allowed to transfer either of the Bonds or the Stock Acquisition Rights of the Bonds with Stock Acquisition Rights.
(8) Security interest There exists no secured mortgage or guaranty on the Bonds with Stock Acquisition Rights, and no asset is reserved particularly for the Bonds with Stock Acquisition Rights.
(9) Financial covenants As long as any outstanding balance of the Bonds exists, if the Company intends to establish a mortgage on other convertible bonds issued in Japan by the Company (the convertible bonds issued pursuant to the provisions of Article 341-2, Paragraph 1 of the Commercial Code of Japan before enactment on April 1, 2002) or other convertible bond-type bonds with stock acquisition rights to be issued in future in Japan by the Company (including the 5th Series of Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights (Limited Inter-Bond Pari Passu Clause) to be issued simultaneously with the Bonds) after issuance of the Bonds with Stock Acquisition Rights, such mortgage shall be pari passu with that on the Bonds in accordance with the Secured Bonds Trust Law, for the benefit of the Bonds with Stock Acquisition Rights. The convertible bond-type bonds with stock acquisition rights means the bonds with stock acquisition rights stipulated in Article 341-2 of the Commercial Code of Japan as to which it has been resolved by the Board of Directors that when a holder of the bonds with stock acquisition rights exercises the stock acquisition rights, such holder shall be deemed to have requested that the total amount to be paid upon exercise of such stock acquisition right has been paid in lieu of the redemption of the total amount of the bonds and it shall also be deemed that the payment on such request has been made in accordance with Article 341-3, Paragraph 1, Items 7 and 8 of the Commercial Code of Japan.
(10) Rating acquired There exists no rating acquired.
(11) Bond manager The Bonds with Stock Acquisition Rights meet the requirements of proviso to Article 297 of the Commercial Code of Japan, and therefore no bond manager is established.
(12) Paying agent(place of payment of redemption money) Tokyo Main Office UFJ Bank Limited
(13) Registrar UFJ Bank Limited
9. Application for listing None
10. Each preceding item shall apply on condition that notification under the Securities Exchange Law becomes effective.

Persons to whom Bonds with Stock Acquisition Rights will be allocated

Name of a person to whom the Bonds with Stock Acquisition Rights will be allocated UFJ Tsubasa Securities Co., Ltd.
Bonds with Stock Acquisition Rights to be allocated (face value) \3,000,000,000
Amount paid \3,000,000,000
Information concerning the person to whom the Bonds with Stock Acquisition Rights will be allocated Address 1-1-3 Otemachi, Chiyoda-ku, Tokyo
Name of representative Kimisuke Fujimoto, President
Amount of capital \25,107,000,000
Business category Securities business
Large stockholder UFJ Bank Limited (61.5%)
UFJ Trust Bank Limited (6.0%)
UFJ Partners Asset Management Co., Ltd. (3.5%)
Relationship with the Company Investment relationship Number of the Company's stock owned by the person to whom the Bonds with Stock Acquisition Rights will be allocated: 1,002,000 shares of common stockNumber of stock of the person to whom the Bonds with Stock Acquisition Rights will be allocated owned by the Company: None
Business relationship Securities dealing
Personal relationship None
*
The information regarding "amount of capital" and "investment relationship" is as of March 31, 2004, and "large stockholders" information is as of September 30, 2003. Subsequently there was a change in the ownership on April 1, 2004, and ownership has changed as follows: UFJ Holdings, Inc.: 63.6%; UFJ Bank Limited: 0%; UFJ Trust Bank Limited: 0% and UFJ Partners Asset Management Co., Ltd.: 3.5%.
Name of a person to whom the Bonds with Stock Acquisition Rights will be allocated Mizuho Securities Co., Ltd.
Bonds with Stock Acquisition Rights to be allocated (face value) \3,000,000,000
Amount paid \3,000,000,000
Information concerning the person to whom the Bonds with Stock Acquisition Rights will be allocated Address 1-5-1 Otemachi, Chiyoda-ku, Tokyo
Name of representative Yoshio Osawa, President
Amount of capital \286,990,000,000
Business category Securities business
Large stockholder Mizuho Corporate Bank, Ltd. (100%)
Relationship with the Company Investment relationship Number of the Company's stock owned by the person to whom the Bonds with Stock Acquisition Rights will be allocated: 396,000 shares of common stockNumber of stock of the person to whom the Bonds with Stock Acquisition Rights will be allocated owned by the Company: None
Business relationship Securities dealing
Personal relationship None
*
Information regarding "amount of capital" and "investment relationship" is as of March 31, 2004.

For reference

1. Use of funds

  1. Use of proceeds
    The net proceeds of approximately 9,970 million yen are scheduled to be used for capital investment and redemption of the Bonds.
  2. Change of use of proceeds of previous issues
    Not applicable.
  3. Potential effects on business result
    The proceeds will have no effect on the Company's business result for the fiscal year 2004.

2. Distribution of profits to shareholders

  1. Basic policy regarding distribution of profits
    The Company recognizes that payment of dividends is its important responsibility to the shareholders and considers that it should be the Company's basic policy to pay dividends corresponding to the Company's business results.
  2. Dividends payment policy
  3. Use of undistributed profits
    The undistributed profits of the Company will be used for capital investment and development of new businesses.
    None.
  4. Other matters
  5. Conditions of dividends for the last 3 fiscal years
? Fiscal year ended
March 2001
Fiscal year ended
March 2002
Fiscal year ended
March 2003
Net profit per share \3.82 \4.64 \4.81
Annual dividend per share \3 \ - \3
Actual dividend payout 78.7% - % 62.3%
Deemed dividend per share \ - \ - \ -
Amended dividend payout - % - % - %
Return on equity 3.4% 4.0% 4.4%
Dividend payout ratio 2.5% - % 2.8%

3.Conditions of equity finance conducted for the last 3 years

  1. Conditions of equity finance
    None
  2. Change in stock prices for the last 3 fiscal years and current fiscal year (interim)
? Fiscal year ended
March 2002
Fiscal year ended
March 2003
Fiscal year ended
March 2004
Fiscal year ending
March 2005
Opening price \243 \149 \133 \177
Highest price \294 \208 \242 \200
Lowest price \89 \92 \133 \153
Closing price \150 \135 \174 \157
*
The stock price for the period ending March 2005 is expressed as at May 17, 2004.

Contact

For inquiries please contact
  • Ube Industries, Ltd.
  • General Affairs & Public Relations Group
  • Seavans North Building, 1-2-1 Shibaura, Minato-ku, Tokyo 105-8449
  • Phone : +81-3-5419-6110
  • Contact us by Internet.