July 13, 2023
To whom it may concern:
Company nameSansan, 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 Stock Remuneration-Type Stock Options (Stock Acquisition Rights)
with Stock Price Condition to Directors of the Company
Sansan, Inc. (“the Company”), at a meeting of its Board of Directors held on July 13, 2023, agreed on an
agenda item, based on the provisions of Article 361 of the Companies Act, relating to the amount andcontent of remuneration for stock acquisition rights as stock options for Directors of the Company (excl.
Directors serving on the Audit & Supervisory Committee). Having resolved to submit the matter fordiscussion at the 16th Annual General Meeting of Shareholders (“the AGM”) scheduled to be held on
August 29, 2023, the Company sets out the details as follows.
1. Purpose and Conditions Regarding Stock Remuneration-Type Stock Options with Stock Price
Condition
Aiming to provide the Company’s Directors, employees of the Company and its subsidiaries, and otherswith an incentive to improve its corporate value over the medium to long term and in order to retain
talented professionals, the Company issued trust-type stock options (“the Trust SO”) on January 31,
2019 based on a resolution approved at the Extraordinary General Meeting of Shareholders held on
January 9, 2019 and the Companies Act. However, the Company has granted stock remuneration-type
stock options with stock price condition (stock acquisition rights with an exercise price of JPY1 per share;“the Stock Options”) to Directors (excl. Directors serving on the Audit & Supervisory Committee) as anew incentive as it found that the Trust SO would not provide the initially expected incentive following thepublication of “Taxation of Stock Options (Q&A)” by the National Tax Agency. See “Notification Regarding
Trust-Type Stock Options Introduced by the Company” released today for details.
With the aim of providing further value sharing with its shareholders while improving the medium- to longterm shareholder value and corporate value of the Company, the Company grants the Stock Options toDirectors (excl. Directors serving on the Audit & Supervisory Committee) as non-monetary remunerationin order to further raise their motivation and enthusiasm and secure talented professionals.
At the Extraordinary General Meeting of Shareholders held on January 30, 2019, it was approved thatthe total annual amount of remuneration for Directors (excl. Directors serving on the Audit & SupervisoryCommittee) should not exceed JPY300 million, and at the 15th Annual General Meeting of Shareholders
held on August 30, 2022, it was approved that the amount of remuneration related to stock options withstock price condition for Directors (excl. Directors serving on the Audit & Supervisory Committee) should
not exceed JPY250 million (the total number of stock acquisition rights issued within one year from thedate of that Annual General Meeting of Shareholders should not exceed 5,000). However, separate fromthese remuneration limits, the Company will request approval at the AGM to set a new limit of up toJPY250 million for the remuneration related to the Stock Options for Directors (excl. Directors serving on
the Audit & Supervisory Committee).
1Given that the fair valuation of the Stock Options will fluctuate depending on the stock price situation, thenewly set remuneration limit is set as an upper limit assuming a certain degree of stock price increase. Inaddition, the Stock Options will enable the exercise of rights only when the stock price of the Company
reaches the JPY2,344 level, and should that not be achieved, the rights will lapse. Therefore, at the time
when we estimate that there is a probability that the Stock Options will lapse, we will then calculate theirfair value.
If all of the Stock Options are exercised, the total number of issued shares as of the end of May 2023 will
be diluted by up to 0.24%. We do recognize, however, that the achievement of the exercise conditions
set for the Stock Options will contribute to the improvement of the Company’s shareholder value andcorporate value as well as contribute to the interests of existing shareholders, and thus we believe thescale of the issuance to be reasonable. Due to the issuance of the Stock Options, share-based payment
expenses will be recorded annually for accounting purposes from the granting of the exercise of rights. If
the conditions for exercising the rights are achieved, as mentioned above, improved shareholder value
and corporate value can be shared with existing shareholders. In the event that the conditions forexercising the rights are not achieved, the shares will lapse without being issued and recorded sharebased payment expenses will conversely be added back. We thus believe that existing shareholders areunlikely to suffer any serious disadvantage.
2. Overview of Stock Acquisition Rights (“the Stock Acquisition Rights”) Issued as the StockOptions(1) Total Number of Stock Acquisition Rights
The total number of New Stock Acquisition Rights issued to Directors of the Company (excl. Directors
serving on the Audit & Supervisory Committee) within one year from the date of the AGM for the fiscalyear ended May 31, 2023, shall be limited to 3,000.
(2) 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
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 theNumber 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.
(3) 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.”2(4) Value or Calculation Method of Assets to Be Contributed upon Exercise of Stock Acquisition Rights
The purpose of the investment in exercising the Stock Acquisition Rights shall be deemed monetary, andthe price shall be the amount of JPY1 per share to be paid when exercising the Stock Acquisition Rights
multiplied by the number of shares granted for the Stock Acquisition Rights.
(5) Exercise Period of Stock Acquisition Rights
The period during which the Stock Acquisition Rights are exercisable (the “Exercise Period”) is from
August 30, 2026, to August 29, 2033 (provided, however, that if the last day is not a Bank Business Day,it shall be the Previous Bank Business Day).
(6) 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.
(7) Conditions of Exercise of Stock Acquisition Rights
1) The Directors 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 (August 29,2033), the closing price of the common stock of the Company on the Tokyo Stock Exchange
exceeds JPY2,344. However, if a stock split or reverse stock split is carried out after the allotment
date, the value will be adjusted according to the following formula (rounded up to the nearest yenunit):
Adjusted stock price=Stock price before adjustment

×1
Ratio of split (or merger)

2) 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 the 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
the mandatory retirement age, etc.
3) Other conditions for exercising the Stock Acquisition Rights shall be determined by resolution of theBoard of Directors of the Company.
(8) Matters Relating to Acquisition of Stock Acquisition Rights
1) 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 ofDirectors if no approval is required by a general meeting of shareholders), the Company may
acquire all of the Stock 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 Stock Acquisition Rights to be acquired shall be determined by a resolutionof the Company’s Board of Directors.
2) In the event that the exercise of the Stock Acquisition Rights becomes impossible pursuant to theprovisions of Paragraph (7) above prior to the exercise by the holder of the Stock AcquisitionRights, the Company may acquire the Stock Acquisition Rights without any charge.
(9) Other details of Stock Acquisition Rights, etc.
3Other details with regard to the Stock Acquisition Rights shall be determined by resolution of the Board ofDirectors of the Company.

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