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EXHIBIT 2
Press Release Regarding Trend Micro 2000 Incentive Plan
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June 1, 2000
To whom it may concern:
Company Name: Trend Micro Incorporated
Name and Title of Representative:
Ming-Jang Chang, President and Representative Director
(OTC Registration Number 4704)
Contact: Hiroyuki Nakanishi, Director, Chief
Financial Officer, and General Manager of Financial
Control Division
Tel: 03-5334-3600
Notice of Issuance of Bonds with Warrants in Connection with Incentive Plan
It was resolved at the board of directors meeting held on June 1, 2000 as
follows with respect to an issuance of bonds with warrants. The issuance of
these bonds with warrants is for the purpose of granting or transferring warrant
certificates to certain directors and employees of the Company and certain
officers and employees of the subsidiaries of the Company under the 2000
Incentive Plan of the Company.
The terms and conditions for the issuance of the bonds with warrants shall be as
follows:
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Terms and Conditions for Issuance of
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Fifth Series Unsecured Bonds (with Warrants) of Trend Micro Incorporated
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1. Name of Bonds: Fifth Series Unsecured Bonds (with Warrants) of Trend
Micro Incorporated
2. Total Amount of Issuance:
(Yen)5 billion
3. Par Value per Bond Certificate:
(Yen)1 million only
4. Form of Bond Certificate: Bearer bond with coupon
5. Issue Price: To be determined at the board of directors meeting to
be held on June 8, 2000. (The issue price of bonds
shall be (Yen)100 and the issue price of warrants is
tentatively set at (Yen)10 to (Yen)15.)
6. Coupon Rate: To be determined at the board of directors meeting to
be held on June 8, 2000. (Coupon rate is tentatively
set at from 1.9% to 2.9%.)
7. Redemption Price: (Yen)100 per (Yen)100 par value
8. Maturity: June 26, 2003
9. Subscription Period: June 9, 2000 to June 22, 2000
10. Payment Date: June 26, 2000
11. Method of Issuance: The total amount shall be underwritten by Daiwa Securities
SB Capital Markets Co. Ltd.
12. Collateral; Guarantee: No real security rights or guarantees are attached to the
bonds, nor any assets are reserved for the bonds.
13. Special Provisions: Provisions with respect to "Restrictions on
Pledging Collateral," "Preservation of Net Asset Value"
and "Switching of Collateral" are attached.
14. Method of Redemption by Purchase:
On or after the date following the date of issue, the
bonds can be purchased for redemption insofar as the
aggregate amount of the issue price of shares
pertaining to
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unexercised warrants exceeds the aggregate amount of
the outstanding bonds.
15. Method and Period of Interest Payment:
(1) Interest on the bonds shall accrue from the day following the
date of issue until the date of redemption, and on the first
payment date of December 26, 2000, the portion of the interest
pertaining to the period up to that date shall be paid, and on
the dates of June 26 and December 26 of each year thereafter, the
portions pertaining to the six-month period up to each such date
shall be paid.
(2) When an interest payment date falls upon a bank holiday, such
payment date shall be moved forward to the immediately preceding
bank business day.
(3) When interest is to be paid for a period of less than six months,
such amount shall be calculated on a per-diem basis based on the
actual number of days in such six-month period.
(4) No interest shall accrue after the date of redemption.
16. Places of Principal and Interest Payment:
Toyo Trust and Banking Co., Ltd. (Principal Office)
Daiwa Securities SB Capital Markets Co. Ltd. (Principal Office
and Osaka Branch)
Daiwa Securities Co., Ltd. (Principal Office and Osaka Branch)
17. Underwriter: Daiwa Securities SB Capital Markets Co. Ltd.
18. Matters Pertaining to Warrants:
(1) Allotment of Warrants Ratio:
The aggregate issue price of the Company's par-value common stock
to be issued through the exercise of the warrants shall be
allotted at the ratio of 100% per par value of (Yen)1.0 million
of the bonds. Each warrant certificate represents the right to
subscribe to new shares with the aggregate issue price of
(Yen)1.0 million.
(2) Aggregate Amount of Issue Price of Shares Issued through Exercise
of Warrants:
(Yen)5.0 billion
(3) Shares to Be Issued through Exercise of Warrants:
Par-value common stock of the Company (par value of (Yen)50);
provided, however, that in the event that the stock to be issued
by the Company is changed to non-par common stock, non-par common
stock.
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(4) Terms and Conditions for Exercise of Warrants:
The issue price per share of par value common stock of the
Company to be issued through the exercise of the warrants
("exercise price") is to be determined (at the board of directors
meeting to be held on June 8, 2000, with the tentative condition
being the most recent trading price (closing price), as of 3:00
p.m. on the day of determining such exercise price, as announced
by the Japan Securities Dealers Association (in the event that
there exists no closing price on that day, the closing price on
the day immediately preceding that day).
The number of shares of par value common stock to be issued
through the exercise of the warrants shall be as follows:
Aggregate Amount of Allotted Value of
Warrant Certificates Submitted for Exercise by Holder
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Number of shares = Exercise Price
Fractions less than one share resulting from the above formula
shall be disregarded. The adjustment of exercise price shall be
conducted in accordance with the Market Price Formula.
(5) Exercise Period of Warrants:
From July 21, 2000 through June 19, 2003; provided, however, that
in the event that the Company loses the benefit of time with
respect to the bonds, the warrants may not be exercised
thereafter.
(6) Partial Exercise of Warrants:
The warrants may not be exercised partially.
(7) Transfer of Warrants:
Warrants detached from the bonds are transferable; provided,
however, unless otherwise stipulated, directors or employees of
the Company nor directors or employees of subsidiaries of the
Company may not transfer their warrants pursuant to the
memorandum to be entered into with the Company or its subsidiary.
(8) Amount of Issue Price of Shares Issued through Exercise of
Warrants not to Be Credited to Stated Capital:
Exercise price (adjusted exercise price where adjustments are
made under item (4) above) less the amount to be credited to the
stated capital. The amount to be credited to the stated capital
hereunder means the amount derived by multiplying 0.5 to the
exercise price (adjusted exercise price where adjustments are
made) and where fractions less than one yen result from the above
calculation, such fractions shall be rounded upward.
Notwithstanding the foregoing, where par-value shares of common
stock of the Company are issued through the exercise of the
warrants and the amount to be credited to the stated capital as
calculated in accordance with the above formula falls
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below the par value of common stock of the Company, such par
value shall be the amount to be credited to the stated capital.
(9) Matters Related to Substitute Payment:
Not applicable.
(10) Effect of Exercising Warrants
The exercise of the warrants shall take effect when warrant
certificates, documents related to the exercise of the warrants
and the amount to be paid in arrive at the place of handling such
payment.
(11) Dividends on Shares Issued through Exercise of Warrants:
The first dividends or interim dividends payable on the shares
issued through the exercise of the warrants shall be paid,
deeming it as if the warrants were exercised on January 1 where
the warrants were exercised from January 1 through June 30 and on
July 1 where the warrants were exercised from July 1 through
December 31, respectively.
(12) Place of Accepting Exercise of Warrants:
Principal office of the Company
(13) Place of Handling Payment for Exercise of Warrants:
Principal office of the Toyo Trust and Banking Co., Ltd.
(14) Delivery of Share Certificates:
Share certificates shall be promptly delivered by the Corporate
Agency Department of the principal office of the Toyo Trust and
Banking Co., Ltd. Share certificates for fractional stock shall
not be issued.
19. Registration Agent: The Toyo Trust and Banking Co., Ltd.
20. Other matters necessary for the issuance of warrants shall be
determined by the board of directors meetings or entrusted to the discretion of
Representative Director.
21. The total amount of the warrant certificates issued by the Company
shall be repurchased from Daiwa Securities SB Capital Markets Co. Ltd. on the
date of subscription payment and then granted to certain directors of the
Company as part of directors' compensation or offered for secondary distribution
to certain employees of the Company as well as the subsidiaries of the Company.
Matters Related to Secondary Offering
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1. Name of Issue: Fifth Series Warrant Certificates of Trend Micro
Incorporated
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2. Holder of Certificates Offered for Secondary Distribution:
Trend Micro Incorporated
3. Number of Certificates Offered for Secondary Distribution:
4,900 sheets
4. Unit for Purchase Application: One sheet
5. Purchase Application Period: From June 9, 2000 through June 22, 2000
6. Delivery Date: June 27, 2000
7. Place of Accepting Purchase Applications:
Holder of certificates offered for secondary distribution set forth in
item 2 above.
8. Other
(1) The price and total amount offered for secondary distribution
shall be determined at the board of directors meeting to held on
June 8, 2000.
(2) The current secondary distribution is offered to the employees
and subsidiaries of the Company.
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