June 21, 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”) on June 21, 2019 announced that, pursuant to“Issuance of Stock Acquisition Rights as Stock Options” approved at the 22nd Annual General Meeting ofShareholders held on June 21, 2019, it passed a resolution at the Board of Directors Meeting held on June 21,
2019 to determine the subscription requirements for stock acquisition rights to be issued as stock options toDirectors (excluding Directors who are Audit and Supervisory Committee members; and the same applies
hereinafter), Directors of its subsidiaries, and employees of the Company and those of its subsidiaries, and tooffer stock acquisition rights to subscribers.

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 its
subsidiaries 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.

Name of stock acquisition rights
The 6th Series of Stock Acquisition Rights Issued by Pressance Corporation Co., Ltd.

3.

The Scope and number of guarantees and number of stock options to be granted
Directors of the Company
7 directors
1,050 shares
Employees of the Company

131 employees

14,190 shares

Director of its subsidiaries

6 directors

700 shares

Employees of its subsidiaries

66 employees

5,900 shares

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 2,184,000 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 or consolidation
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
21,840 shares (One hundred shares shall be issued for each stock acquisition right. However, in theevent of any adjustment in the number of shares stipulated in (1) above, the number of shares to beissued for stock acquisition rights shall be adjusted.)(3) Cash payment for stock acquisition rights
No cash payment is required for stock acquisition rights.
(4) Exercise period of stock acquisition rights
From August 1, 2021 to July 31, 2024. 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) 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.
Exercise value after adjustment =1
Exercise value 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 stockacquisition 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.

Exercise
value
after
adjustment＝

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 number of shares shall be adjusted
within a reasonable range, taking into account the conditions of the merger, etc., or allotment of shares
without contribution, etc.
(6) Matters concerning increases in capital stock and capital reserves by the issuing of shares upon
exercise of stock 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 the capital increase as calculated pursuant to the provisions ofArticle 17, Paragraph 1 of the Ordinance on Accounting of Companies, where any resultant fractionof less than 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
the increase in capital stock set out therein.
(7) 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 dies, the heir to the holder may exercise therights.
(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 Shareholdersand the Board of Directors meeting held on June 21, 2019.
(8) Allotment date of the stock acquisition rights
July 31, 2019(9) Matters related to the acquisition of stock acquisition rights(i) In cases where holders of stock acquisition rights cease to satisfy the conditions of (7) 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, or any share exchange agreement or share transfer plan in which
the Company will become a wholly owned subsidiary of another company is approved at a General
Meeting of Shareholders, the Company may acquire stock acquisition rights without any
compensation therefor.
(10) 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.
(11) 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;(12) 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.
(13) 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 using the Black-Scholes model.
(14) Features of treatment relating to the issuance of stock acquisition right certificates
Stock acquisition right certificates are not issued.
(Reference)
The Board of Directors Meeting at which submission of the resolution to the Annual General
Meeting of Shareholders was approved

May 23, 2019

Date of resolution at the Annual General Meeting of Shareholders

June 21, 2019