August 24, 2012
FOR IMMEDIATE RELEASE
MACROMILL, INC.
Company Representative: Tetsuya Sugimoto, Chairman and President(Code no.: 3730, First Section of Tokyo Stock Exchange)
Contact for further information:
Yasuhiro Kihara, Senior Executive Officer and Chief Financial Officer
TEL: +81-3-6716-0700

Notice of Issuance of Offered Stock acquisition rights (Paid-in Stock Option)

MACROMILL, INC. (the “Company”) announces that it resolved at a meeting of the Board of Directors
held on August 24, 2012 to issue stock acquisition rights to the directors and employees of the Company
pursuant to the provisions of Article 236, Article 238 and Article 240 of the Companies Act. As thesestock acquisition rights will be issued for value at fair price to those who will accept them and therefore
will not be issued with particularly advantageous conditions, they will be issued without approval at a
general meeting of shareholders. Details are as follows.
I.

Purpose and Reason for the Offering of Stock Acquisition Rights
Stock acquisition rights will be issued for value to the directors and employees of the Company forthe purpose of further raising their motivation and morale and strengthening the solidarity of theMACROMILL Group, with the aim of improving the business performance and increasing thecorporate value of the Group in the medium and long term. The stock acquisition rights are of anature that will leave the directors and employees of the Company holding a certain responsibility forits business performance and share price by adding conditions for forced exercise based on businessperformance (achieve consolidated ordinary income of 3.9 billion yen in the fiscal year ending June30, 2013) and the share price.

II. Outline of Issuance of Stock Acquisition Rights
1. Number of Stock Acquisition rights
10,000 rights
The total number of shares to be received by exercising the stock acquisition rights is 1,000,000
shares of the Company’s ordinary stock. If the number of granted shares pertaining to the stockacquisition rights is adjusted as described in 3. (1) below, the total number of shares to be received
shall be the number obtained by multiplying the number of adjusted granted shares by the number ofthe stock acquisition rights.
2. Money to be paid in exchange for stock acquisition rights
The issue price per stock acquisition right shall be 385 yen. This amount has been determined byreferring to the result of calculation conducted by Plutus Consulting Co., Ltd., a third party
evaluation organization, using the Monte Carlo simulation, a general option price calculation model,
taking into account the share price information of the Company among other factors.

3. Content of stock acquisition rights(1) Type and number of shares as the object of stock acquisition rights
The number of shares as the object of one stock acquisition rights (hereinafter referred to as the“number of granted shares”) shall be 100 shares of the Company’s ordinary stock.
If the Company conducts a stock split (including the allotment of shares of the Company’s ordinary
stock without contribution. The same shall apply hereinafter) or a reverse stock split after theoffering date of the stock acquisition rights, the number of granted shares shall be adjusted according
to the formula below. However, such adjustment shall be made only for the number of shares as theobject of stock acquisition rights that are not yet exercised at that time, and any fraction less than one
share occurring upon adjustment shall be rounded off.
Number of granted shares after adjustment = Number of granted shares before adjustment × Split(Reverse split) ratio
In the event that the Company conducts a merger or a company demerger or decreases the amount ofcapital stock after the offering date of the stock acquisition rights or in the event that the number ofgranted shares needs to be adjusted in other similar cases, the Company may adjust the number ofgranted shares appropriately to the reasonable extent.
(2) The value or the method of calculating assets to be invested upon the exercise of stock acquisitionrightsThe value of assets that is to be invested upon the exercise of the stock acquisition rights shall be theamount obtained by multiplying the amount to be paid per share (hereinafter referred to as the“exercise price”) by the number of granted shares.
The exercise price shall be 947 yen.
In the event that the Company conducts a stock split or a reverse stock split after the offering date of
the stock acquisition rights, the exercise price shall be adjusted according to the following formula,with any fraction less than one yen occurring upon such adjustment rounded up to the nearest one
yen.
Exercise price after adjustment = Exercise price before adjustment × 1/ Split (Reverse split) ratio
In the event that the Company issues new shares of its ordinary stock or disposes of treasury sharesof its ordinary stock after the offering date of the stock acquisition rights at a price lower than thecurrent market price (exclusive of the issuance of new shares or the disposal of treasury stock upon
exercise of stock acquisition rights or the transfer of treasury stock due to a share exchange), theexercise price shall be adjusted according to the following formula, with any fraction of less than one
yen occurring upon such adjustment rounded up to the nearest one yen.
Exercise price after adjustment = Exercise price before adjustment ×(Number of shares already issued + (Number of shares newly issued × Amount to be paid pershare / Market price per share before issuance of new shares))/ (Number of shares already issued +Number of shares newly issued)
The “number of shares already issued” in the above formula refers to the number obtained bysubtracting the number of treasury stock of the Company’s ordinary stock from the total number ofshares issued of the Company’s ordinary stock, and if treasury stock of the Company’s ordinary stock
are disposed of, the “number of shares newly issued” shall be replaced with the “number of treasury
stock disposed of.”
In addition to the above, in the event that the Company merges with another company or conducts acompany demerger after the offering date of the stock acquisition rights, or in the event that theexercise price needs to be adjusted in other similar cases, the Company may adjust the exercise priceappropriately to the reasonable extent.

(3) Period during which stock acquisition rights can be exercised
The period during which the stock acquisition rights can be exercised (hereinafter referred to as the“exercise period”) shall be from September 12, 2012 to September 11, 2019.
(4) Matters relating to increase in capital stock and legal capital surplusi) The increase in capital stock in the case of issuing shares upon the exercise of the stockacquisition rights shall be one half of the maximum increase in capital stock, etc. that is
calculated in accordance with Article 17, Paragraph 1 of the Ordinance on Accounting ofCompanies. Any fraction of less than one yen occurring as a result of the calculation shall be
rounded up to the nearest one yen.
ii) The increase in legal capital surplus in the case of issuing shares upon the exercise of the stockacquisition rights shall be the amount obtained by subtracting the capital increase in i) abovefrom the maximum increase in capital stock, etc. in i) above.
(5) Restriction on the acquisition of stock acquisition rights by transfer
Any acquisition of the stock acquisition rights by transfer shall be subject to the approval of theBoard of Directors of the Company.
(6) Terms and conditions of the exercise of stock acquisition rightsi) The holder of the stock acquisition rights may exercise the stock acquisition rights only if
ordinary income in the statement of income (if consolidated financial statements are prepared,consolidated statement of income) of the Company stated in the summary of financial results
for the fiscal year ending June 30, 2013 (hereinafter referred to as the “summary of financial
results for FY2013/6”) submitted by the Company in accordance with the rules of a financial
instruments exchange exceeds 3,900 million yen (hereinafter referred to as the “performanceconditions”). If there is any material change in the concept of ordinary income to refer to as aresult of applying the International Financial Reporting Standards (IFRS), etc., an indicator
equivalent to the above that should be referred to instead shall be determined separately by theBoard of Directors.
ii) When the total number of shares issued by the Company exceeds the authorized number ofshares as a result of exercising the stock acquisition rights, the said stock acquisition rights shallnot be exercised.
iii) Less than one stock acquisition right shall not be exercised.
iv) If the closing price of the Company’s ordinary shares in a regular transaction at the financial
instruments exchange (hereinafter referred to as the “Company’s closing price”) falls below a
price obtained by multiplying the exercise price by 35% (provided, however, that the exercise
price shall be adjusted appropriately by the Board of Directors pursuant to the provision of 3.
(2) above) even once from the offering date to the date of submission of the summary offinancial results for FY2013/6, the holders of the stock acquisition rights shall exercise allremaining stock acquisition rights at a price obtained by multiplying the exercise price by 45%(provided, however, that the exercise price shall be adjusted appropriately by the Board of
Directors pursuant to the provision of 3. (2) above) (fractions of less than one yen shall be
rounded up to the nearest one yen) by the end of the exercise period from the day after thesubmission date of the summary of financial results for FY2013/6. However, this shall not
apply when any of the following cases applies:a) It has been revealed that a material misstatement is included in the information
disclosed by the Company.
b) It has been revealed that the Company has not disclosed a material fact to disclose inaccordance with laws, regulations and the rules of the financial instruments exchange.
c) A significant change arises to circumstances that were deemed as presupposition onthe date of issuance of the stock acquisition rights, such that the Company is delistedor goes to bankruptcy.
d) The Company has committed an act that is recognized objectively to seriously harmthe credibility of the holders of the stock acquisition rights.
e) Before falling under any of the conditions in this item, the Company’s closing priceexceeds a price obtained by multiplying the exercise price by 150% even once
(provided, however, that the exercise price shall be adjusted appropriately by theBoard of Directors pursuant to the provision of 3. (2) above).
(7) Matters relating to the acquisition of stock acquisition rightsi) If a merger agreement by which the Company will become a merged company, a demerger
agreement or a demerger plan regarding a company demerger by which the Company will
become a demerging company, and a share exchange agreement or a share transfer plan bywhich the Company will become a wholly owned subsidiary is approved at a general meetingof shareholders (if approval at a general meeting of shareholders is unnecessary, the resolutionof the Board of Directors), the Company may acquire all of the stock acquisition rights on a day
separately set forth by the Board of Directors of the Company (hereinafter referred to as the“planned acquisition date”) by delivering money at a price obtained by multiplying the numberof the stock acquisition rights held by the holders by a certain price according to circumstances
set forth below.
a) If the performance conditions are met after the submission date of the summary offinancial statements for FY2013/6, a price equivalent to the market price of the stockacquisition rights on the record date for acquisition separately set forth by the Board of
Directors of the Company (hereinafter referred to as the “acquisition record date”)
within a month immediately preceding the planned acquisition date.
b) If the Company’s closing price at the financial instruments exchange on the acquisition
record date (hereinafter referred to as the “closing price on the acquisition recorddate”) prior to the submission date of the summary of financial statement for
FY2013/6 is higher than the exercise price, a price equivalent to the amount obtainedby subtracting the exercise price from the closing price on the acquisition record date.
c) If the closing price on the acquisition record date prior to the submission date of thesummary of financial statement for FY2013/6 is lower than the exercise price, a priceof the same amount as the issue price.
ii) If the stock acquisition rights become unable to be exercised pursuant to the provision of 3. (6)above before the holders of the stock acquisition rights exercise the rights, the Company may
acquire the said stock acquisition rights without compensation when a day separately set forth
by the Board of Directors of the Company arrives.
(8) Handling of stock acquisition rights upon an organization restructuring act
In the event that the Company conducts a merger (limited to a merger in which the Company isabsorbed), an absorption-type company demerger, an incorporation-type company demerger, a shareexchange or a share transfer (hereinafter collectively referred to as the “organization restructuringact”), the Company shall deliver to the holders of the stock acquisition rights the stock acquisitionrights of a stock company listed in sub-items (a) to (e) of Article 236, Paragraph 8, Item 8 of theCompanies Act (hereinafter referred to as the “company subject to reorganization”) for respective
cases based on the conditions described below on the effective date of the organization restructuringact. However, this shall be limited to the case in which the fact that the stock acquisition rights of thecompany subject to reorganization will be delivered according to the conditions described below isset forth in an absorption-type merger agreement, a consolidation-type merger agreement, anabsorption-type company demerger agreement, an incorporation-type company demerger agreement,a share exchange agreement or a share transfer plan.
i) Number of stock acquisition rights of the company subject to reorganization to be delivered
The same number as the number of the stock acquisition rights held by the holders shall bedelivered.
ii) Type of shares of the company subject to reorganization as the object of stock acquisition rights
Ordinary stock of the company subject to reorganizationiii) Number of shares of the company subject to reorganization as the object of stock acquisitionrightsIt shall be determined pursuant to the provision of 3. (1) above, taking into account theconditions for the organization restructuring act.
iv) The value of property to be invested upon the exercise of stock acquisition rights
The value of property to be invested upon the exercise of each stock acquisition rights to bedelivered shall be the amount obtained by multiplying the exercise price after the organizational
restructuring that is obtained by adjusting the exercise price set forth in 3. (2) above, taking intoaccount the conditions of the company subject to reorganization, by the number of shares of thecompany subject to reorganization as the object of the said stock acquisition rights that isdetermined in accordance with the provision of (8) (iii) above.
v) Period in which stock acquisition rights can be exercised
The period during which stock acquisition rights can be exercised shall be from the first day ofthe exercise period set forth in 3. (3) above or the effective date of the organization
restructuring act, whichever comes later, to the last day of the exercise period set forth in 3. (3)above.
vi) Matters relating to capital stock and legal capital surplus to increase when shares are issued
upon the exercise of stock acquisition rights
Determined pursuant to the provision of 3. (4) abovevii) Restriction on the acquisition of stock acquisition rights by transfer
Restriction on the acquisition by transfer shall be subject to approval by resolution of the Boardof Directors of the company subject to reorganization.
viii) Other terms and conditions of the exercise of stock acquisition rights
Determined pursuant to the provision of 3. (6) aboveix) Reasons and conditions for the acquisition of stock acquisition rights
Determined pursuant to the provision of 3. (7) abovex) Other terms and conditions shall be determined according to the conditions of the company
subject to reorganization.
(9) Matters relating to certificates of stock acquisition rights pertaining to stock acquisition rights
The Company shall not issue certificates of stock acquisition rights pertaining to the stockacquisition rights.
4. Offering date of stock acquisition rights
September 11, 2012
5. Date of payment of money to be paid in exchange for stock acquisition rights
September 24, 2012

6. Date of application
September 4, 2012
7. Persons who receive the allotment of stock acquisition rights and the number thereof
Directors of the Company
2 persons
3,200 rights
Employees of the Company
92 persons
6,800 rights