Date: July 17, 2013
NIKON CORPORATION
12-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo, Japan
Stock Code Number: 7731
Contact: Masayuki Hatori
General Manager,Corporate Communications & IR Department
Phone: (03) 3216-1032
Announcement of Allotment of Offered Stock Acquisition Rights(Stock Compensation-type Stock Options)
NIKON CORPORATION ("the Company"), at a meeting of its Board of Directors held
today, determined the matters related to an offer for subscription of stock acquisition rights
to be granted to its Directors(excluding external directors) and Operating Officers (“OfferedStock Acquisition Rights”) and resolved to solicit those persons to subscribe to Offered
Stock Acquisition Rights, pursuant to Article 238, Paragraphs 1 and 2 and Article 240,
Paragraph 1 of the Corporation Law.
1. Reason for issuing stock acquisition rights for the granting of stock options
The Company grants stock options to 8 Directors(excluding external directors) and
15 Operating Officers of the Company to boost their morale and motivate them toimprove the business performance of the Company.
2. Terms of stock acquisition rights(1) Name of Offered Stock Acquisition Rights
No. 11 Stock Acquisition Rights issued by NIKON CORPORATION(2) Total number of the Offered Stock Acquisition Rights
2,066 units
The total number of the Offered Stock Acquisition Rights shown above is the number
to be allotted under the current plan. If the total number of Offered Stock Acquisition
Rights actually allotted falls short of the number shown above because of shortage ofsubscriptions, etc., the Offered Stock Acquisition Rights will be issued in the total
number to be allotted.

(3) Type and number of shares to be subject to the Offered Stock Acquisition Rights
The type of shares to be subject to the Offered Stock Acquisition Rights shall becommon shares of the Company, and the number of shares to be subject to one (1)Offered Stock Acquisition Right (hereinafter referred to as “Number of SharesGranted”) shall be 100.
However, if common shares of the Company are split (including allocation withoutcharge of common shares of the Company; hereinafter the same shall apply todescriptions of share split) or consolidated, the Number of Shares Granted shall be
adjusted in accordance with the following formula.
Adjusted Number ofShares Granted=Number of Shares Granted
before Adjustment

×Ratio of Split orConsolidationIn addition to the above, if there is any unavoidable cause for an adjustment of the
Number of Shares Granted, the Company may appropriately adjust it within areasonable range.
Any fractional figure of less than one (1) share resulting from the above adjustment
shall be rounded down.
(4) Value of assets financed upon the exercise of Offered Stock Acquisition Rights
The value of assets to be financed upon the exercise of the Offered Stock Acquisition
Rights shall be one (1) yen (the paid-in amount per share to be delivered upon theexercise of the Offered Stock Acquisition Rights) multiplied by the “Number ofShares Granted.”(5) Period for the Exercise of the Offered Stock Acquisition Rights
From August 2, 2013 to August 1, 2043
(6) Matters related to capital and capital reserves to be increased if shares are issued upon
the exercise of Offered Stock Acquisition Rights(i) The amount by which the capital will increase if shares are issued upon theexercise of Offered Stock Acquisition Rights will be half of the amount of thelimit on the increase of capital, etc. calculated pursuant to Article 17, Paragraph
1 of the Corporate Calculation Rules, and any fraction of less than one (1) yen
as a result of calculation shall be rounded up to the nearest yen.
(ii) The amount by which the capital reserves will increase if shares are issued upon
the exercise of Offered Stock Acquisition Rights shall be the amount of the limit

on the increase of capital, etc. as stated in (i) above less the amount of capital tobe increased as prescribed in (i) above.
(7) Restriction on acquisition of Offered Stock Acquisition Rights by transfer
Approval by the Board of Directors of the Company shall be required for theacquisition of the Offered Stock Acquisition Rights by transfer.
(8) Terms for acquisition of Offered Stock Acquisition Rights
When a General Shareholders’ Meeting of the Company approves any proposal of thefollowing (i), (ii), or (iii) (or when the same is approved by a resolution of the Boardof Directors or a Representative Executive, if no such resolution by a General
Shareholders’ Meeting is required), the Company may acquire the Offered Stock
Acquisition Rights without charge on a day separately determined by the Board ofDirectors.
(i) Proposal to approve a merger agreement in which the Company is to beextinguished(ii) Proposal to approve a split agreement or split plan in which the Company is tobe split(iii) Proposal to approve a share exchange agreement or share transfer plan in which
the Company is to become a wholly owned subsidiary(9) Policy to determine the extinguishment of Offered Stock Acquisition Rights uponorganizational restructuring and delivery of stock acquisition rights of reorganizedcompany
If the Company engages in a merger (only mergers that cause extinguishment of theCompany), absorption-type demerger, incorporation-type demerger, share exchange,or share transfer (hereinafter collectively referred to as “OrganizationalRestructuring”), the Company shall deliver stock acquisition rights of any of the stockcompanies designated in (i) to (ho) of Article 236, Paragraph 1, Item 8 of theCorporation Law (hereinafter referred to as “Reorganized Company”), as applicable,
to each of the Subscription Right Holders having the remaining Stock Acquisition
Rights (hereinafter referred to as “Remaining Stock Acquisition Rights”) immediately
before the effective date of the Organizational Restructuring in accordance with thefollowing conditions (in the case of an absorption-type demerger, anincorporation-type demerger, a share exchange, or a share transfer, the effective dateabove shall mean the effective date of the absorption-type demerger, of theincorporation of any corporation formed by way of the incorporation-type demerger,of the share exchange, or of the incorporation of any absolute parent company formed
by way of the share transfer, respectively). In this case, the Remaining Stock
Acquisition Rights shall be extinguished and the Reorganized Company will issue
new stock acquisition rights; provided, however, that this shall only apply when thedelivery of stock acquisition rights of the Reorganized Company in accordance withthe following conditions has been determined by the relevant merger agreement,consolidation agreement, absorption-type demerger agreement, incorporation-typedemerger agreement, share exchange agreement, or share transfer plan.
(i) Number of stock acquisition rights of the Reorganized Company to be delivered
The number of the stock acquisition rights to be delivered to each Subscription
Right Holder shall be equal to the number of Remaining Stock Acquisition
Rights the Subscription Right Holder holds.
(ii) Type of shares of the Reorganized Company to be subject to the stockacquisition rights
The type of shares shall be common shares of the Reorganized Company.
(iii) Number of shares of the Reorganized Company to be subject to the stockacquisition rights
The number of shares will be determined according to the provisions of (3)above, taking the conditions for the Organizational Restructuring Conduct, etc.
into account.
(iv) Value of assets financed upon exercise of stock acquisition rights
The value of assets to be financed upon the exercise of each of the stockacquisition rights to be delivered shall be the paid-in amount per share after thereorganization prescribed below, multiplied by the number of shares of theReorganized Company to be subject to the stock acquisition rights, asdetermined in accordance with (iii) above. The paid-in amount per share after
the reorganization shall be one (1) yen per share of the Reorganized Company
to be delivered upon the exercise of each of the stock acquisition rights to begranted.
(v) Period for the exercise of stock acquisition rights
From the date of commencement of the period for the exercise of the Offered
Stock Acquisition Rights as prescribed in (5) above or the effective date of theOrganizational Restructuring, whichever is later, to the expiration date of theperiod for the exercise of the Offered Stock Acquisition Rights as prescribed in(5) above.
(vi) Matters related to capital and capital reserves to be increased if shares are issued
upon the exercise of stock acquisition rights
Those matters will be determined according to (6) above.
(vii) Restriction on the acquisition of stock acquisition rights by transfer
Approval by the board of directors of the Reorganized Company shall berequired for the acquisition of the stock acquisition rights by transfer.
(viii) Terms for the acquisition of stock acquisition rights
Those terms will be determined according to (8) above.
(ix) Conditions for the exercise of the stock acquisition rights

Those conditions will be determined according to (11) below.
(10) Arrangement of fractional figures of less than one (1) share upon the exercise of theOffered Stock Acquisition Rights
If any fractional figure of less than one (1) share is to be provided to the Subscription
Right Holders who have exercised the Offered Stock Acquisition Rights as a result ofthe exercise of the Offered Stock Acquisition Rights, it shall be rounded down.
(11) Other conditions for the exercise of the Offered Stock Acquisition Rights(i)

A Subscription Right Holder may only exercise his or her Stock Acquisition
Right if he or she has ceased to serve in office as a Director (including an
Executive of any corporation with committees),as a Corporate Auditors, as an
Operating Officer and as an Adviser of the Company within the period
prescribed in (5) above. In this case, a Subscription Right Holder shall exercise
his or her Stock Acquisition Right within the period from the day on which one(1) year has passed from the day on which he or she leaves office (hereinafterreferred to as the “Commencement Date for Exercise of Right”) to the day on
which ten (10) years has passed.

(ii)

Notwithstanding the provision prescribed in (i) above, in the case of thefollowing A. or B., a Subscription Right Holder may exercise his or her Stock
Acquisition Right only within the period as prescribed in A. or B., respectively;
provided that, in the case of B., this shall not apply to cases where the Stock
Acquisition Right of the Reorganized Company is delivered to a Subscription
Right Holder in accordance with the provisions of (9) above.
A. If the Commencement Date for the Exercise of the Rights of a Subscription
Right Holder arrives not before August 1, 2042,
From August 1, 2042 to August 1, 2043
B. If a General Shareholders’ Meeting of the Company approves any proposed
merger agreement in which the Company is to be extinguished or any
proposed share exchange agreement or share transfer plan in which theCompany is to become a wholly owned subsidiary (or if the same isapproved by a resolution of the Board of Directors or a Representative
Executive, when no such resolution by a General Shareholders’ Meeting isrequired),For a period of fifteen (15) days from the day following the day on which theabove proposal is approved.
(iii) If a Subscription Right Holder waives his or her Offered Stock Acquisition
Right, he or she may not exercise the Offered Stock Acquisition Right.
(12) Amount to be paid for Offered Stock Acquisition Rights
The amount to be paid shall be the option price per share calculated using thefollowing formula and base figures, multiplied by the Number of Shares Granted.

C  Se  qT N d   Xe  rT N d   T

Here,2S Tln    r  q 2 X d T(i) Option price per share (C)(ii) Share price (S): Closing Price of the common shares of the Company in regulartransactions at the Tokyo Stock Exchange on August 1, 2013 (if there is noClosing Price, the basic price of the following trading day).
(iii) Exercise Price (X): One (1) yen(iv) Expected remaining period (T): Fifteen (15) years(v) Volatility of share price (σ): Volatility calculated on the basis of the Closing
Price of the common share of the Company in regular transactions on trading
days during the fifteen (15)-year period from August 1, 1998 to August 1, 2013.
(vi) Risk-free interest rate (r): Interest rate of government bonds whose remaining
years to maturity correspond to the expected remaining period(vii) Dividend yield (q): Dividend per share (actual amount of the dividend paid forthe past twelve months) ÷ Share price determined in (ii) above(viii) Cumulative distribution function of the standard normal distribution（ N  ）In addition to the above, the amount calculated by the above formula is the fairvalue of the stock acquisition rights. The Company will pay the persons to beallotted Offered Stock Acquisition Rights monetary compensation equal to thetotal amount of the issue price of the allotted stock acquisition rights and offset
their rights to request compensation from the Company against their payment
obligations to be paid for the stock acquisition rights.
(13) Allotment Date of Offered Stock Acquisition Rights
August 1, 2013

(14) Due date for payment to be made in exchange for the Offered Stock Acquisition Rights
August 1, 2013(15) Section to receive requests for exercise thereofAdministration Department of the Company (or any other section in charge of therelevant affairs from time to time)(16) Payment-handling bank for the exercise of Offered Stock Acquisition Rights
Head Office of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (or its successor bank orsuccessor branch office, if any)
3. Grantees of the allotment of stock acquisition rights, the number of grantees, and thenumber of stock acquisition rights to be allotted
1,126units to 8 Directors of the Company
940units to 15 Operating Officers of the CompanyEnd