May 23, 2019
To whom it may concern
Company name:Pressance Corporation Co., Ltd.

Listing:First Section of the Tokyo Stock Exchange

Section code:

3254

URL:

https://www.pressance.co.jp/Representative:

Shinobu Yamagishi, President and Representative Director

Contact:

Yutaka Doi, Vice President and Director
TEL+81-6-4793-1650

Notice on Issuance of Stock Acquisition Rights as Stock Options
Pressance Corporation (“Pressance” or “the Company”) today announced that it passed a resolution at theBoard of Directors Meeting held today, May 23, 2019, to submit the following proposal to the 22nd Annual
General Meeting of Shareholders to be held on June 21, 2019. The proposal is to obtain the approval ofshareholders for the delegation of authority to the Board of Directors to determine the subscription
requirements for stock acquisition rights to be issued as stock options to Directors and employees of theCompany and those of its subsidiaries in accordance with the provisions of Articles 236, 238 and 239 of theCompanies Act. (“Directors” excludes Directors who are Audit and Supervisory Committee Members; and thesame applies hereinafter).
Allocation of stock acquisition rights to Directors of the Company is subject to Article 361, paragraph 1 of
the Companies Act “Remunerations”.
The amount of remuneration for Directors of the Company was approved at the 18th Annual General
Meeting of Shareholders held on June 23, 2015, as up to 600,000 thousand yen per year. This proposal aims
to obtain separate approval for allocation of stock acquisition rights under a remuneration framework of
70,000 thousand yen per year for no more than seven Directors.

1. Reasons for issuing the stock acquisition rights under particularly favorable conditions
The purpose of issuing stock acquisition rights to Directors and employees of the Company and itssubsidiaries is to enhance their motivation to achieve higher performance for the Group.
The stock acquisition rights are allocated to Directors of the Company for the purpose of stock options,which we consider appropriate as remuneration for Directors.
2. Cash payment for stock acquisition rights
No cash payment is required for stock acquisition rights.
3. Allotment date of the stock acquisition rights

Allotment date of the stock acquisition rights shall be delegated to the Board of Directors of theCompany.

4. Outline of the issuance of the stock acquisition rights(1) Class and number of shares to be issued upon exercise of stock acquisition rights
Common stock of the Company up to 2,196,000 shares.
However, if the Company splits its common stock or consolidates its common stock, the number ofshares to be issued upon exercise of such stock acquisition rights shall be adjusted according to thefollowing formula: Such adjustment shall be made only to those remaining unexercised or uncanceledat the time of such adjustment and, further, if any fraction less than one share arises as a result of suchadjustment, such fraction shall be discarded.
Number of shares after adjustment = Number of shares before adjustment x Ratio of split orconsolidation
In addition, if the Company carries out a merger, a company split, share exchange, or share transfer(collectively called “Merger, etc.” ) that makes it necessary to adjust the number of shares, the numberof shares shall be adjusted within a reasonable range, taking into account the conditions of the merger,company split, share exchange, share transfer, etc.
(2) Total number of stock acquisition rights to be issued
21,960 shall be the maximum number of stock acquisition rights. The number of stock acquisitionrights to be allocated to Directors of the Company will be up to 1,050. (One hundred shares shall beissued for each stock acquisition right.) However, in the event of any adjustment in the number ofshares stipulated in (1) above, the number of shares to be issued for stock acquisition rights shall beadjusted.
(3) Value of the assets to be contributed upon exercise of stock acquisition rights
The subject of the contribution upon exercise of stock acquisition rights will be money, whose value
is obtained by multiplying the amount of payment per share upon exercise of stock acquisition rights(“Exercise Value”) by the number of shares subject to each stock acquisition right. Exercise value is anaverage closing price of regular transactions of common shares traded on the Tokyo Stock Exchange
on each day of the previous month of the month that includes the day on which the stock acquisitionrights are allotted (“Allotment Date”), multiplied by 1.05, where any resultant fraction less than one
yen shall be rounded up. However, if the value falls short of the closing price on the allotment date (ifnot available, closing price on the latest available day), the closing price on the allotment date shall beapplied.
If the Company splits its common stock or consolidates its common stock, the above exercise value
shall be adjusted in proportion to the ratio of the split or consolidation according to the following
formula and, further, if any fraction less than one yen arises as a result of such adjustment, such
fraction shall be rounded up.
Number of shares after adjustment =1
Number of shares before adjustment x
Ratio of split or consolidation
If the Company issues new shares or disposes of its treasury shares below market price (excludingtransfer of treasury shares based on the provisions in Article 194 of the Companies Act (requests saleof shares of less than one unit by holder of shares of less than one unit), converts or exercises stockacquisition rights to request the issuance of securities converted or convertible to the Company’scommon shares or the issuance of the Company’s common shares), the above exercise value shall be
adjusted according to the following formula, where any resultant fraction less than one yen shall berounded up.

Exercisevalue
afteradjustment

Exercisevalue＝beforeadjustment

×

Number of new shares issued ×
Amount paid per share
Market value
Number of shares outstanding+ Number of new shares issued

Number of shares outstanding +In the above formula, the number of shares outstanding refers to the total number of issued commonshares of the Company subtracted by the number of common shares held by the Company as treasury
shares. In cases where treasury shares are disposed of, the number of new shares issued and theamount paid per share shall be applied to the number of treasury shares to be disposed of and thedisposal amount per share, respectively.
In addition, if the Company carries out a merger, etc., or allotment of shares without contributionthat makes it necessary to adjust the above exercise value, the exercise value shall be adjusted within areasonable range, taking into account the conditions of the merger, etc., or allotment of shares withoutcontribution, etc.
(4) Exercise period of stock acquisition rights
Shall be three years from the following date on which two years have passed since the allotment of
the stock acquisition rights. If the final day of the exercise period falls on a Company holiday, the final
day shall be the working day immediately preceding the final day.
(5) Matters concerning increases in capital stock and capital reserves by issuing of shares upon exercise ofstock acquisition rights(i) The amount of increase in capital stock by issuing shares upon exercise of stock acquisition rights
shall be half of the upper limit of capital increase as calculated pursuant to the provisions of Article
17, Paragraph 1 of the Ordinance on Accounting of Companies, where any resultant fraction lessthan one yen shall be rounded up.
(ii) The amount of increase in capital reserves by issuing shares upon exercise of stock acquisitionrights shall be the upper limit of capital stock increase as described in (i) above less the amount of
increase in capital stock set out therein.
(6) Major conditions etc. for exercise of stock acquisition rights(i) Holders of stock acquisition rights shall remain Directors or employees of the Company, or its
subsidiaries or affiliates at the time of exercising such rights. However, other treatment may beallowed in cases where a Director retires following the end of their tenure of office or an employee
retires due to reaching the mandatory retirement age. Other treatment may be allowed in this regard
by the Board of Directors of the Company in consideration of circumstances.
(ii) In cases where the holder of stock acquisition rights deceases, the heir to the holder may exercise
the rights.
(iii) Other conditions for the exercise of stock acquisition rights shall be set forth in a Stock
Acquisition Rights Allocation Agreement between the Company and each holder of Stock
Acquisition Rights based on the resolutions at the 22nd Annual General Meeting of Shareholders
and the Board of Directors meeting to be held on June 21, 2019.
(7) Conditions for the acquisition of stock acquisition rights(i) In cases where holders of stock acquisition rights cease to satisfy the conditions of (6) above, theCompany may acquire such stock acquisition rights without any compensation thereof.
(ii) In cases where any merger agreement under which the Company is dissolved is approved at a

General Shareholders’ Meeting of the Company, or any share exchange agreement or share transfer
plan in which the Company will become a wholly owned subsidiary of another company isapproved at a General Meeting of Shareholders of the Company, the Company may acquire stockacquisition rights without any compensation therefor.
(8) Restriction on the acquisition of stock acquisition rights by transfer
Any acquisition of stock acquisition rights by transfer shall require the approval of the Board ofDirectors of the Company by way of a resolution.
(9) Treatment of stock acquisition rights in cases of organizational restructuring of the Company
In cases where a reorganization agreement or plan, etc., provides for the issuance of stockacquisition rights, stock acquisition rights of the following stock companies shall be issued inproportion to the reorganization ratio.
(i) Merger (only if the Company disappears in the merger):
Stock Company that survives the merger or the Stock Company incorporated as a result of themerger;(ii) Absorption-type Company Split:
The Stock Company that succeeds, in whole or in part, any rights and obligations that a Stock
Company effecting an Absorption-type Company Split holds in connection with its business;(iii) Incorporation-type Company Split:
The Stock Company that is incorporated in the Incorporation-type Company Split;(iv) Share Exchange:
The Stock Company that acquires all of the Issued Shares of the Stock Company effecting theShare Exchange;(v) Share Transfer:The Stock Company incorporated as a result of the Share Transfer;(10) Rules pertaining to fractions of less than one share arising from the exercise of stock acquisition rights
Fractions of less than one share in the number of shares to be delivered to holders of stockacquisition rights shall be discarded.
(11) Other details of stock acquisition rights
Other details of stock acquisition rights, together with other subscription requirements, shall bedetermined by a meeting of the Board of Directors.
(12) Specific method for calculating remuneration to directors and standard for calculating the fairevaluation of stock acquisition rights(i) The amount of remuneration to Directors shall be obtained by multiplying the fair value of eachstock acquisition right calculated by the number of stock acquisition rights allotted to Directors of
the Company who are in office as of the day when such rights are allotted.
(ii) The fair value of each stock acquisition right shall be calculated by applying the conditions ofstock acquisition rights on allotment date, using the Black-Scholes model.
(13) Features of treatment relating to the issuance of stock acquisition right certificates
Stock acquisition right certificates are not issued.
Note: The issuance of stock acquisition rights shall be subject to approval of the agenda “Issuance of stockacquisition rights as stock options” proposal for the 22nd Annual General Meeting of Shareholders
scheduled to be held on June 21, 2019.