The movements of authorized shares and shares issued for the years ended December 31, 2015, 2016 and 2017 are as follows:
| Authorized shares (Share capital with no-par value) |
Shares issued (Share capital with no-par value) |
Share capital (millions of yen) |
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| Common Shares |
Class A shares |
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January 1, 2015 |
400,000,000 | 174,992,000 | — | 12,596 | ||||||||||||
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Conversion of common shares to class A shares(1) |
290,000,000 | (174,992,000 | ) | 174,992,000 | — | |||||||||||
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December 31, 2015 |
690,000,000 | — | 174,992,000 | 12,596 | ||||||||||||
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Conversion of class A shares to common shares(2) |
— | 174,992,000 | (174,992,000 | ) | — | |||||||||||
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Initial public offering(3) |
— | 40,250,000 | — | 63,424 | ||||||||||||
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Exercise of stock options(4) |
— | 2,533,500 | — | 1,836 | ||||||||||||
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December 31, 2016 |
690,000,000 | 217,775,500 | — | 77,856 | ||||||||||||
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Exercise of stock options(4) |
— | 19,713,500 | — | 12,513 | ||||||||||||
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Issuance of common shares(5) |
— | 1,007,810 | — | 2,000 | ||||||||||||
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December 31, 2017 |
690,000,000 | 238,496,810 | — | 92,369 | ||||||||||||
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| (1) |
Through the amendment of its articles of incorporation on June 15, 2015, the Company introduced a dual class structure of common shares and class A shares. Under the dual class structure, each common share has one vote per unit of 100 shares, and each class A share has one vote per unit of 10 shares, while both classes of shares have the same rights to share in profit, distribution of retained earnings and residual assets. As part of the amendment, the total number of authorized shares was increased to 690,000,000, of which up to 190,872,500 shares may be issued as class A shares. |
Additionally, the Company converted all outstanding shares held by NAVER into class A shares. Class A shares are mandatorily converted to common shares on a one-to-one basis upon passage of time or occurrence of certain events as specified in the articles of incorporation.
| (2) |
Through an amendment of its article of incorporation effective as of March 31, 2016, the Company terminated its dual class structure of shares and converted all outstanding class A shares to common shares. |
| (3) |
The Company issued 35,000,000 shares of common shares through the initial public offering of new shares on July 14, 2016. Additionally, on August 16, 2016, Nomura Securities Co., Ltd. and Morgan Stanley & Co. LLC. exercised their options to purchase 5,250,000 additional common shares in an allotment of new shares. As of December 31, 2016, there were no outstanding over-allotment options granted to underwriters. |
| (4) |
Refer to Note 27 Share-Based Payments for further details. |
| (5) |
In conjunction with the introduction of the Employee Stock Ownership Plans Trust (J-ESOP) on July 18, 2017, the Company issued 1,007,810 common shares to Trust & Custody Services Bank, Ltd. (Trust E account). The total amount of issued shares was 4,000 million yen, which increased share capital by 2,000 million yen. |