July 13, 2023
To whom it may concern:
Company name

Sansan, Inc.

Representative

Chikahiro Terada,
Representative Director & CEO(Code: 4443 TSE Prime Market)

Contact

Muneyuki Hashimoto,Director, Executive Officer, CFO

Tel+81-3-6758-0033

Notification Regarding Issuance of Tax-Qualified Stock Options (Stock Acquisition Rights)
with Stock Price Condition to Employees of the Company
Sansan, Inc. (“the Company”) announces today that, in accordance with the provisions of Articles 236,
238 and 240 of the Companies Act, a resolution has been passed to issue Stock Acquisition Rights to theemployees of the company. Details of the resolution, which was passed at a Board of Directors’ meeting
held on July 13, 2023, are as set out below.
1. Purpose and Reason for IssuanceIn aiming to improve its shareholder value and corporate value over the medium to long term, theCompany is seeking to introduce tax-qualified stock options (“the Stock Acquisition Rights”) with stock
price condition for the purpose of both giving added incentives to the employees of the company andproviding further value sharing with its shareholders.
If all of the Stock Acquisition Rights are exercised, the total number of issued shares as of the end ofMay 2023 will be diluted by up to 0.10%. We do recognize, however, that the achievement of theexercise conditions set for the Stock Acquisition Rights will contribute to the improvement of theCompany’s shareholder value and corporate value as well as contribute to the interests of existing
shareholders, and thus we believe the scale of the issuance to be reasonable. Due to the issuance of theStock Acquisition Rights, stock-based compensation expenses will be recorded annually for accounting
purposes from the granting of the exercise of rights. If the conditions for exercising the rights areachieved, as mentioned above, improved shareholder value and corporate value can be shared withexisting shareholders. In the event that the conditions for exercising the rights are not achieved, theshares will lapse without being issued and recorded stock-based compensation expenses will conversely
be added back. We thus believe that existing shareholders are unlikely to suffer any serious
disadvantage.
2. Outline of Issuance(1) Name of Stock Acquisition Rights
Sansan Inc. Series 10 Stock Acquisition Rights(2) Persons to Whom Stock Acquisition Rights Are to Be Allotted, Number of Those Persons, andNumber of Stock Acquisition Rights to Be Allotted
The employees of the company
57 persons, 1,243 rights(3) Class and Number of Shares to Be Acquired upon Exercise of Stock Acquisition Rights
The class of shares to be issued upon exercise of the Stock Acquisition Rights shall be common stock of
the Company, and the number of shares to be issued upon exercise of each of the Stock Acquisition
1Rights (“the Number of Granted Shares”) shall be one hundred (100). The Number of Granted Sharesshall be adjusted according to the following formula in the event that, after the allotment date of the StockAcquisition Rights, the Company conducts a stock split (including the gratis allotment of common stockof the Company; the same shall apply hereinafter) or a stock consolidation.
Number of Granted Shares after Adjustment = Number of Granted Shares before Adjustment × Ratio ofStock Split (or Stock Consolidation)
In addition, the Number of Granted Shares shall be appropriately adjusted to the extent reasonable in theevent that, after the allotment date of the Stock Acquisition Rights, the Company conducts a merger,company split or share exchange, or share transfer (“merger, etc.”) that require adjustment of the
Number of Granted Shares. Provided, however, that such adjustment shall be made only with respect tothe number of shares underlying the Stock Acquisition Rights that have not been exercised at the time ofsuch adjustment, and any fraction less than one share arising from the adjustment shall be rounded
down.
(4) Total Number of Stock Acquisition Rights
1,243 rights
The total number of shares that are to be issued upon exercise of the Stock Acquisition Rights shall be
124,300 shares of common stock of the Company, and in the event the number of shares to be issued
upon exercise of the Stock Acquisition Rights is adjusted pursuant to Paragraph (3) above, the number
shall be obtained by multiplying the number of shares to be issued upon exercise of the Stock Acquisition
Rights after adjustment by the number of the Stock Acquisition Rights.
(5) Amount to Be Paid in Exchange for Stock Acquisition Rights
The payment of money in exchange for the Stock Acquisition Rights is not needed. Since as stock
options the Stock Acquisition Rights are issued in consideration for the execution of duties, they do not
fall under the category of “Favorable Issue.”(6) Value or Calculation Method of Assets to Be Contributed upon Exercise of Stock Acquisition Rights
The value of the assets to be contributed upon the exercise of the Stock Acquisition Rights shall be theamount obtained by multiplying the amount to be paid per share to be issued of JPY1,552.5 (“theExercise Price”) by the Number of Granted Shares.
In the event that the Company conducts a stock split, or a stock consolidation, after the allotment date ofthe Stock Acquisition Rights, the Exercise Price shall be adjusted according to the following formula, andany fraction less than one JPY arising from the adjustment shall be rounded up.
Exercise Price afterAdjustment＝Exercise Price
before Adjustment

×1
Ratio of Stock Split (or Stock Consolidation)

In the event that, after the allotment date of the Stock Acquisition Rights, the Company issues newshares or disposes of treasury shares of the Company’s common stock at a price below the market price(except in the case of a conversion or exercise of securities [including those attached to bonds with stockacquisition rights] that can be converted into the Company’s common stock or convertible securities or
which enable the holders thereof to make requests for the delivery of the Company’s common stock), theabove Exercise Price shall be adjusted according to the following formula, and any fraction less than one
JPY arising from the adjustment shall be rounded up.

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Exercise PriceafterAdjustment＝Exercise Price
beforeAdjustment

×

Number ofAmount toNew Shares
×
Be Paid per
Number oftoBe
IssuedShare
Outstanding ＋Shares
Quotation per Share before
Issuance
Number of Outstanding Shares + Number of New
Shares to Be Issued

In the above formula, the “Number of Outstanding Shares” is the total number of issued common sharesof the Company minus the number of treasury shares of common shares held by the Company. Whendisposing of treasury stock related to the Company's common stock, the “Number of New Shares to Be
Issued” shall be replaced by “Number of Treasury Stock to Be Disposed Of.” In addition, in the event
that, after the allotment date of the Stock Acquisition Rights, the Company conducts merger etc., orotherwise requires adjustment of the above exercise price, or should adjustment to the abovementioned
exercise price become necessary, the Exercise Price shall be deemed adjustable within an appropriately
reasonable range in consideration of the conditions of merger, etc. and the conditions for a gratis
allocation of shares.
(7) Exercise Period of Stock Acquisition Rights
The period during which Stock Acquisition Rights are exercisable (“the Exercise Period”) is from July 14,2025, to July 13, 2033 (provided, however, that if the last day is not a Bank Business Day, it shall be thePrevious Bank Business Day).
(8) Conditions of Exercise of Stock Acquisition Rights
i. The employees who have been allotted the Stock Acquisition Rights (“Holders of the StockAcquisition Rights”) may exercise their Stock Acquisition Rights if, on a specific day from theallotment date of the Stock Acquisition Rights to the end date of the exercise period (July 13, 2033),
the closing price of the common stock of the Company on the Tokyo Stock Exchange exceeds
JPY3,987. However, if a stock split or reverse stock split is carried out after the allotment date, thevalue will be adjusted according to the following formula (rounded up to the nearest yen unit):
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Adjusted stock price ＝
Stock price before adjustment
×Ratio of split (or merger)
ii. Holders of Stock Acquisition Rights are required to be any one of directors, auditors, employees ofthe Company even at the time of the exercise of Stock Acquisition Rights. Provided, however, that
this shall not apply to the case where the Company’s Board of Directors recognizes that there are
justifiable reasons such as retirement due to the expiration of the term of office, retirement at themandatory retirement age, etc.
iii. In the event that a holder of Stock Acquisition Rights dies, the exercise of the Stock Acquisition
Rights by his or her heirs shall not be permitted.
iv. The pledging of the Stock Acquisition Rights or establishment of a security interest shall not bepermitted.
v. If the total number of issued shares of the Company exceeds the total number of authorized sharesat the time of exercise of the Stock Acquisition Rights, such Stock Acquisition Rights may not beexercised.
vi. Each Stock Acquisition Right may not be exercised for less than one Stock Acquisition Right.
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(9) Amount of Stated Capital and Capital Reserve to Be Increased Due to Issuance of Shares upon
Exercise of Stock Acquisition Rights
i. The amount of stated capital to be increased due to the issuance of shares upon exercise of theStock Acquisition Rights shall be one half of the maximum amount of increase in the capital, etc., tobe calculated pursuant to Article 17, Paragraph 1 of the Corporate Accounting Regulations, with any
amount less than one JPY arising from the calculation to be rounded up.
ii. The amount of capital reserve to be increased due to the issuance of shares upon exercise of StockAcquisition Rights shall be the amount obtained by subtracting the amount of increase in statedcapital, as specified in the preceding paragraph (9) i. from the maximum amount of increase incapital, etc., as stated in the preceding paragraph (9) i.
(10) Matters Relating to Acquisition of Stock Acquisition Rights
i. In the event of a merger agreement in which the Company becomes a dissolved company, a split
agreement or a split plan in which the Company becomes a split company, or a share exchange
agreement or a share transfer plan in which the Company becomes a wholly owned subsidiary,
which is approved by a general meeting of shareholders (or by a resolution of the Board of Directors
if no approval is required by a general meeting of shareholders), the Company may acquire all of theStock Acquisition Rights without any charge upon the arrival of a date to be separately specified by
its Board of Directors. When acquiring a part of the Stock Acquisition Rights, the part of the StockAcquisition Rights to be acquired shall be determined by a resolution of the Company’s Board ofDirectors.
ii. In the event that the exercise of the Stock Acquisition Rights becomes impossible pursuant to theprovisions of Paragraph (8) above prior to the exercise by the holder of the Stock Acquisition Rights,
the Company may acquire the Stock Acquisition Rights without any charge.
(11) Restrictions on Assignment of Stock Acquisition Rights
Any acquisition of the Stock Acquisition Rights through transfer shall require approval by resolution of theCompany’s Board of Directors.
(12) Handling of Stock Acquisition Rights upon Reorganization
If the Company is to engage in a merger (limited to cases where the Company is to be dissolved as aresult of the merger), separated and absorbed, separated and newly incorporated, or subject to a shareexchange or share transfer (all of which are collectively referred to as “the Act of StructuralReorganization”), the New Stock Acquisition Rights in the entity specified under Article 236, Paragraph 1,Items 8 (a) through (e) of the Companies Act (such entity hereafter referred to as the “ReorganizedCompany”) are, in accordance with applicable items below, to be issued to Holders of the StockAcquisition Rights that remain in effect as of the time of the Act of Structural Reorganization (hereinafter“the remaining New Stock Acquisition Rights”). In such a case, the remaining New Stock Acquisition
Rights will be extinguished. Provided, however, that this shall be limited to the cases where it isstipulated in the absorption-type merger agreement, consolidation-type merger agreement, absorptiontype company split agreement, incorporation-type company split plan, share exchange agreement, or
share transfer plan that the Stock Acquisition Rights of the Reorganized Company shall be delivered inaccordance with the following conditions:i. Number of Stock Acquisition Rights of the Reorganized Company to Be Delivered
Holders of the remaining New Stock Acquisition Rights are to be given, in exchange for those rights,
the same number of Stock Acquisition Rights in the Reorganized Company.
ii. Class of Shares of the Reorganized Company to Be Issued upon Exercise of Stock Acquisition
Rights4

Shares of common stock of the Reorganized Company shall be issued.
iii. Number of Shares of the Reorganized Company to Be Issued upon Exercise of Stock Acquisition
RightsDetermination shall be made in accordance with Paragraph (3) above based on consideration ofconditions for the Act of Structural Reorganization.
iv. Amount of Assets to Be Contributed upon Exercise of Stock Acquisition RightsThe investment purpose in exercising each new stock acquisition right is deemed monetary. The
amount of assets to be contributed upon exercise of the stock acquisition rights shall be equal invalue to the post-reorganization exercise price—obtained by adjusting the exercise price specified in(6) above, taking into consideration, among other matters, the conditions for the Act of StructuralReorganization—multiplied by the number of shares of the Reorganized Company determined inaccordance with (12) iii above.
v. Period during Which Stock Acquisition Rights Are Exercisable
The period shall be from the commencement date of the Exercise Period stipulated in Paragraph (7)above, or the effective date of the Acts of Structural Reorganization, whichever is the later, to theexpiry date of the Exercise Period stipulated in Paragraph (7) above.
vi. Matters concerning the Capital and Capital Reserve to Be Increased When Shares Are Issued upon
the Exercise of Stock Acquisition Rights
To be determined in accordance with Paragraph (9) above.
vii. Restriction on Acquisition of Stock Acquisition Rights through Transfer
Any acquisition of the Stock Acquisition Rights through transfer shall require approval by resolutionof the Board of Directors of the Reorganized Company.
viii. Other Conditions upon Exercise of Stock Acquisition Rights
To be determined in accordance with Paragraph (8) above.
ix. Conditions and Provisions for Acquisition of Stock Acquisition Rights
To be determined in accordance with Paragraph (10) above.
x. Other conditions shall be determined in accordance with the conditions of the ReorganizedCompany.
(13) Allotment Date of Stock Acquisition Rights
August 7, 2023
(14) Due Date for Application
July 28, 2023
(15) Matters Related to Stock Acquisition Right Certificates
The Company shall not issue certificates for the Stock Acquisition Rights.

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