August 9, 2017
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director
President and Chief Executive Officer(Securities Code: 4582)

Notice of the Subscription for the 42nd Stock Acquisition Rights by Third-Party Allotment

TOKYO, Japan, August 9, 2017—SymBio Pharmaceuticals Limited (JASDAQ: 4582) (hereinafter “SymBio”)
today announced that a resolution was passed at its Board of Directors meeting held on August 9, 2017, to issue the42nd stock acquisition rights (hereinafter, the “Warrants”) by third-party allotment and to conclude a third-party
allotment agreement which includes the following details (hereinafter, the “Warrants Purchase Agreement”) after
the notification becomes effective in accordance with the Financial Instruments and Exchange Act.
1. Summary of Subscription(1) Date of allotment(2) Number of stock acquisitionrights issued

August 25, 2017
88,000 units(3) Issue price¥370 per stock acquisition right (total of ¥32,560,000)(4) Number of residual securities
from the issuance

Number of residual securities: 8,800,000 shares
There is no maximum exercise price.
The minimum exercise price is ¥108, but even at the minimum
exercise price, the number of residual securities is 8,800,000 shares.

(5) Amount of funding¥1,909,560,000 (Estimated net proceeds)(6) Exercise price and exercise
price amendment provisions

Initial exercise price: ¥215
On February 26, 2018 (hereinafter, the “Exercise Price Amendment
Date”), the exercise price shall be amended to an amount equivalent
to 90% of the closing price of SymBio’s common shares on
February 23, 2018, but in the event that the price is below theminimum exercise price, the minimum exercise price shall be theexercise price after amendment.
The Warrants are not classified as an MSCB, etc. as defined in Rule
410, Paragraph 1 of the Securities Listing Regulations set forth by
the Tokyo Stock Exchange.

(7) Method for subscription or
allotment

The rights shall be allotted by third-party allotment.

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

-1-(8) Entity planned for the allotment SBI SECURITIES Co., Ltd.
(9) Exercise period of the Warrants From August 26, 2017 to August 27, 2018(10) Others

SymBio intends to conclude the Warrants Purchase Agreement withSBI SECURITIES Co., Ltd. (hereinafter, the “Entity Planned for
the Allotment”) after the notification becomes effective inaccordance with the Financial Instruments and Exchange Act. In
the Warrants Purchase Agreement, the following contents are set
forth. The details are as described in “3. Marketability of theWarrants and Reason for Having Chosen the Warrants (1)Marketability of the Warrants.”
・Exercise Suspension Provisions of the Warrants
・Requests relating to the acquisition of the Warrants by the Entity
Planned for the Allotment
Furthermore, the Warrants Purchase Agreement stipulates that theapproval of SymBio’s Board of Directors is necessary in the eventof transfer of the Warrants, and that if the Warrants are transferred,
the rights and obligations of the above Entity Planned for the
Allotment shall be succeeded by the transferee.

(Note) The amount of funding shall be equal to the sum of the total issue price of the Warrants and thetotal value of property contributed upon exercise of the Warrants, minus the approximate amountof various issuance-related expenses. Furthermore, the total value of property contributed upon
exercise of the Warrants shall be the amount assuming that all of the Warrants are exercised at theinitial exercise price. In the event that the exercise price is amended or adjusted, the amount to be
funded may increase or decrease. In addition, in the event that the Warrants are not exercised
within the exercise period or SymBio cancels the Warrants that it has acquired, the amount to be
funded shall decrease.
2. Purposes and Reasons for the Subscription
In order to procure funds as described below in “[Funding purposes],” SymBio studied all possible fundingmeans. As described below in “3. Marketability of the Warrants and Reason for Having Chosen the
Warrants (2) Reason for having chosen the Warrants [Comparison with other fund procurement means],”
while there are various advantages and disadvantages in each means of fund procurement, including capitalincrease by public offering and MSCB, etc., the scheme described below in “3. Marketability of theWarrants and Reason for Having Chosen the Warrants (1) Marketability of the Warrants” (hereinafter, the“Scheme”), which was proposed by the Entity Planned for the Allotment, has the advantages described
below in “3. Marketability of the Warrants and Reason for Having Chosen the Warrants (2) Reason forhaving chosen the Warrants [Features of the Scheme],” so even after considering the disadvantages
described below in “3. Marketability of the Warrants and Reason for Having Chosen the Warrants (2)Reason for having chosen the Warrants [Disadvantages of the Scheme],” SymBio judged that the means offund procurement that uses the Scheme is the most consistent with SymBio’s fund procurement needs.
Therefore, SymBio intends to procure funds by issuing the Warrants.

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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[Funding purposes]
1)

Business outline, business characteristics, and business model of SymBio
Many research and development themes for drug discovery and new drug development in the rare disease
field in the oncology, hematology and pain management domains have been actively pursued by university
research institutes and bio-venture companies rather than leading pharmaceuticals companies, mainly in Europe
and the U.S. Consequently, many useful and effective new drugs have been provided to medical fields overseas.
Meanwhile, regarding the drug development in these domains, as high degrees of expertise andprofessionalism are required, and as a high degree of difficulty is involved, the leading pharmaceuticalcompanies cannot easily enter the market in terms of business efficiency and/or profitability. As a consequence,
the aforementioned oncology, hematology and pain management domains are the so-called blank medical
treatment domains, which have been scarcely addressed in Asia-Pacific countries including Japan.
Since its establishment in March 2005, SymBio has addressed new drug development by focusing on new
drug development in the oncology, hematology and pain management areas for which the market-entrance
barrier is high, as a specialty company specializing in the blank medical treatment domains.
SymBio obtained approval for manufacturing and marketing within a short period of only five (5) years
from the introduction of TREAKISYM® (generic name: bendamustine hydrochloride), the first anticancer
product developed by SymBio, and started its sales domestically in December 2010. TREAKISYM® has
become an essential drug (standard drug) in the treatment of refractory/relapsed low-grade non-Hodgkin’s
lymphoma (NHL) and mantle cell lymphoma (MCL), the first indications for which approval was obtained. To
maximize its therapeutic product value, SymBio accelerated its enhanced development for additional
indications and obtained approval for the indication of chronic lymphocytic leukemia (CLL) in August 2016,
followed by the approvals for the indications for untreated low-grade NHL (first-line therapy) and mantle cell
lymphoma (MCL) in December 2016. Currently, in order to further increase sales of TREAKISYM®, SymBio
is further reinforcing its marketing collaboration with Eisai Co., Ltd., to achieve maximized market penetration
as soon as possible and establish TREAKISYM’S® position, especially as a first-line treatment of untreatedlow-grade non-Hodgkin’s lymphoma and mantle cell lymphoma. Concerning refractory/relapsed, aggressive
NHL (diffuse large B-cell lymphoma (DLBCL)), Phase II clinical trials have been completed, and in view ofthe high level of medical need, SymBio is preparing for Phase III clinical trials aimed at adding additional
indications, following consultations with the Pharmaceuticals and Medical Devices Agency (PMDA), theJapanese governmental organization with similar function to the Food and Drug Administration (FDA) in
the U.S.
In addition, considering that rigosertib (intravenous (IV) form SyB L-1101 and oral form SyB C-1101), an
anticancer drug introduced in July 2011, is a mainstay newly developed drug following TREAKISYM®,
SymBio is promoting development for the treatment of myelodysplastic syndromes (MDS). Concerning
rigosertib IV form, SymBio is making progress toward earlier target achievement of patient enrollment in the
global Phase III study for higher-risk myelodysplastic syndromes (MDS) patients who do not respond totreatment with hypomethylating agents or who relapse after the treatment under the current standard of care.
SymBio will continue to conduct the trial steadily, aiming to file a new drug application for manufacturing andmarketing approval as soon as possible. Concerning rigosertib oral form, after SymBio completes Phase I
clinical trials in Japan begun in order to confirm the safety of high doses, which was additionally added toPhase II clinical trials being conducted in the U.S. by U.S.-based business partner and licensor Onconova
Therapeutics, Inc. (Pennsylvania) (“Onconova”) for the first-line therapy of higher-risk MDS patients and
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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refractory/relapsed higher-risk MDS patients, SymBio plans to promptly restart trials for its combined use withazacitidine, and participate in a collaborative Phase III global study planned by Onconova for its use incombination with azacitidine for the first-line therapy of higher-risk MDS patients. Furthermore, details areprovided in “Initiation in Japan of the Phase I Clinical Trial of Single-Agent Oral Rigosertib in Higher-Risk
Myelodysplastic Syndromes” disclosed on June 30, 2017.
In October 2015, as a new drug candidate in SymBio’s new development domain of pain management,
SymBio introduced SyB P-1501 (patient-controlled pain management drug), an iontophoretic transdermal
system. This product has already received approval for manufacturing and marketing in Europe and the U.S. In
Japan, Phase III clinical trials began in June 2016, the first patient enrollment was completed in November ofthe same year, and subsequently SymBio continued enrolling patients. Later, however, circumstances arose inwhich SymBio had concerns as to the continuity of the business of the licensor, The Medicines Company(Headquarters: New Jersey, U.S., “MDCO”) regarding this product, and therefore temporarily suspended newpatient enrollment from April 21, 2017, in the best interest of patients. Furthermore, details are provided in“Temporary Suspension of New Patient Enrollment in the Domestic Phase III Clinical Trial of the Patientcontrolled Pain Management Drug ‘SyB P-1501’” disclosed on May 11, 2017, and “SEC Filing by The
Medicines Company as the Licensor of the Patient-controlled Pain Management Drug ‘SyB P-1501’” disclosed
on June 5, 2017. SymBio is continuing to discuss with MDCO the effects of MDCO’s decision, to discontinue
and withdraw IONSYS® from the United States market, in particular on the SyB P-1501 clinical trial andcommercialization in Japan. (Note: “SyB P-1501” is marketed under the name of IONSYS® in the U.S.)
SymBio will make a timely disclosure once it makes a decision pending the results of the on-going discussions
with MDCO. The amount procured from the unsecured bonds with convertible bond type stock acquisitionrights and stock acquisition rights issued on April 22, 2016 is ¥3,070 million (¥1,390 million has been
allocated), and the amount not yet procured is ¥880 million, but at present there are no changes to the use offunds with the temporary suspension of this clinical trial.
As described above, SymBio’s business development is specialized in the oncology, hematology and pain
management areas and SymBio has built a strong pipeline* with several pharmaceuticals and newly developed
drugs in these disease areas.
* A pipeline is the set of drug candidates under development.

2)

The funding for expansion of the pipeline and the development of the existing pipeline
To ensure medium- and long-term growth and advance as an excellent pharmaceutical company withsustainability, growth potential, and profitability, it is indispensable for SymBio to not only develop theexisting pipelines but also introduce new drug candidates so that it can improve its corporate value by
expanding the pipelines in a continuous and a multilayered manner, and expanding its regional presence on a
global scale, not only in the Asia-Pacific region.
SymBio has searched and will continuously search for and evaluate prospective new drug candidates,
following TREAKISYM® and rigosertib, by taking advantage of its original in-house search network andevaluation know-how. To this end, a significant amount of additional funds including up-front payment forengagement, acquisition funds, and later development funds would be needed during the course of negotiations
with counterparties, for transactions such as acquisition of licenses for drug candidates.
Earnings from product sales of TREAKISYM® are not sufficient to cover such funding needs. As a result,in December 2014, SymBio conducted a capital increase by third-party allotment, and allocated the funds
raised to the up-front payment for the contract for SyB P-1501. Additionally, in April 2016, SymBio conducted
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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a solicitation for unsecured bonds with convertible bond type stock acquisition rights and stock acquisitionrights by third-party allotment, and has allocated the funds raised to expenses related to the development of
SyB P-1501 and expenses related to the development of SyB C-1101 for the indication of higher-risk MDS
through December 2018.
Consequently, it will be necessary for SymBio to acquire additional funding in the future so that it can
flexibly introduce future new drug candidates and promote subsequent clinical trials, as well as develop andfurther promote existing pipelines, with the aim of improving its corporate value over the medium- and longterm.
Moreover, SymBio is currently making preparations to conduct new clinical trials for the additional
indication of refractory/relapsed aggressive NHL (DLBCL) for the IV form of TREAKISYM®, which is being
developed and sold, taking into consideration consultations with the PMDA. SymBio is also considering thepossibility of further business expansion with initiatives to tackle solid cancer and autoimmune diseases bypromoting the development of an oral form of TREAKISYM®, in addition to the IV form.
Given such circumstances, SymBio studied, among all viable funding options, the possibility of being
funded by several supporters who have a deep understanding of our business models, management policies,
capital requirements and the like. As a result of such discussions, SymBio determined SBI SECURITIES Co.,
Ltd. to be the best candidate, regarding which SymBio implements the Scheme in raising such additional funds.
SymBio intends to vigorously promote development of its pipelines (TREAKISYM® and rigosertib). At
the same time, SymBio aims to expand the value of its pipelines and maximize business value by focusing on
searching for prospective drug candidates and pursuing further indication expansion possibilities for
TREAKISYM®, in addition to introducing new drug candidates with high potential for commercialization.

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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<Current Status of SymBio’s Pipeline>*1 NDA: New Drug Application*2 MA: Marketing Approval

3. Marketability of the Warrants and Reason for Having Chosen the Warrants(1) Marketability of the Warrants
1)

Structure of the Warrants

・The number of shares underlying each Warrant shall be fixed at 100 shares, and the total number ofunderlying shares for the Warrants is 8,800,000 shares (however, the number of shares may be adjusted inline with adjustments to the exercise price in accordance with the dilution of shares owing to a stock split,etc.).
・ The Entity Planned for the Allotment may exercise the Warrants at its discretion, but as described below in
Item 2), according to the terms of the Warrants Purchase Agreement, SymBio may specify a certain period
for suspension, and therefore it is possible for SymBio to prevent exercise at its discretion.

・The exercise price of the Warrants shall initially be ¥215(an amount equivalent to 90% of the closing
price of SymBio’s common shares in the ordinary session at the Tokyo Stock Exchange on August 8,
2017, the business day immediately preceding the date of resolution at the Board of Directors meeting in
relation to the issuance of the Warrants (hereinafter, the “Business Day Immediately Preceding the Dateof Resolution”)), but it will be amended later on February 26, 2018. On this date, the exercise price shallbe amended to an amount equivalent to 90% of the closing price of SymBio’s common shares in the
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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ordinary session at the Tokyo Stock Exchange on February 23, 2018 rounded up to the nearest whole yen(or if there is no closing price on that day, the closing price immediately preceding it). However, if theexercise price after amendment is below ¥108(hereinafter, the “Minimum Exercise Price”), the exercise
price shall be the Minimum Exercise Price.
・The exercise period of the Warrants is from August 26, 2017 to August 27, 2018. However, requests toexercise shall not be permitted on the record date for SymBio’s common shares, the previous business day(referring to days that are non-business days or the like for The Japan Securities Depository Center, Inc.
(hereinafter, “JASDEC”)), the business day before the previous business day, or other days that JASDEC
deems necessary.
SymBio intends to conclude the Warrants Purchase Agreement including the following provisions with
the Entity Planned for the Allotment after the notification becomes effective in accordance with the
Financial Instruments and Exchange Act.
2) Exercise Suspension Provisions of the Warrants
SymBio may, at its discretion, specify a period when exercise of all of the Warrants is not permitted(hereinafter, “Suspension Specification”). SymBio may determine the period of the Suspension
Specification at its discretion, and may cancel a given Suspension Specification at any time.
3) Requests relating to the acquisition of the Warrants by the Entity Planned for the Allotment
If any of the below events occur during the period from August 26, 2017 to July 26, 2018, the Entity
Planned for the Allotment can request that SymBio acquire the Warrants by notifying SymBio within five(5) trading days after the occurrence of the event.
a.

The closing price on each trading day of any five (5) consecutive trading days during the above period
is below an amount equivalent to 65% of the exercise price on that trading dayb.

The trading volume of SymBio’s common shares on each trading day of any five (5) consecutive
trading days during the above period is below 125,000 sharesc.

Trading in SymBio’s common shares on the Tokyo Stock Exchange is suspended on each trading dayof any five (5) consecutive trading days during the above period.

In addition, the Entity Planned for the Allotment can request that SymBio acquire the Warrants for theamount paid per Warrant by so notifying SymBio during the period from July 27, 2018 to August 3, 2018.
In the event that such request is made, SymBio shall acquire all the remaining Warrants within fifteen(15) trading days after the day of the request.
4) Acquisition of the Warrants by SymBio
If SymBio’s Board of Directors resolves to do so, SymBio may acquire all or part of the Warrants on andafter the day following the due date of payment of the Warrants for the amount paid per Warrant on theacquisition day determined by SymBio’s Board of Directors, by issuing notice to the Entity Planned for
the Allotment in accordance with the provisions of laws and regulations.
5) Transfer of the Warrants
In accordance with the Warrants Purchase Agreement, the transfer of the Warrants shall require approval
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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of SymBio’s Board of Directors. In addition, even if the Warrants are transferred, the rights of SymBio to
specify or cancel a suspension are maintained by SymBio, and the right of the Entity Planned for the
Allotment to request that SymBio acquire the Warrants shall be succeeded by the transferee.
(2) Reason for having chosen the Warrants
The above means of fund procurement promotes the procurement of funds at the initial exercise price, in addition
to allowing SymBio to increase the amount of funds procured in the event of an increase in the share price or
increase the possibility of procuring funds in the event of a decline in the share price, by amending the exercise
price after six (6) months. In addition, in the event that SymBio does not desire the exercise of the Warrants in viewof stock price trends or other factors, this method allows SymBio to specify a period in which the Warrants cannot
be exercised. Therefore, it is understood that this means of fund procurement will make possible flexible fundprocurement in accordance with SymBio’s need for funds, while at the same time having a small, temporary effecton the stock price and the dilution of per-share earnings.
For this fund procurement, SymBio considered various means of fund procurement, and after taking into
consideration the points such as those below in a comprehensive manner, concluded that fund procurement with
the Scheme is the best option at the present time, meeting the need for smooth fund procurement as well as theneed for respect for the interests of existing shareholders.
[Features of the Scheme]
1) Limitation of excessive dilution is possible
The maximum number of shares that will be issued is limited, as the number of SymBio’s common shares
underlying the Warrants is fixed at 8,800,000 shares (however, the number of shares may be adjusted in linewith adjustments to the exercise price in accordance with the dilution of shares owing to a stock split, etc.).
Therefore, even if the exercise price is amended, there is no risk of dilution occurring that exceeds initialexpectations owing to future stock price movements.
2) Efforts to reduce the impact on stock prices
・The exercise price of the Warrants will not be amended every business day; it will remain fixed until the
Exercise Price Amendment Date.
・Even after the Exercise Price Amendment Date, the exercise price is fixed at 90% of the closing price of
SymBio’s common shares in the ordinary session at the Tokyo Stock Exchange on the previous business day,and shall not fall below the Minimum Exercise Price of ¥108 (45% of the closing price of SymBio’s commonshares in the ordinary session at the Tokyo Stock Exchange on the Business Day Immediately Preceding theDate of Resolution).
3) Dilution can be reduced in the event of a future increase in stock prices
As there is no maximum exercise price set on the Warrants, in the event of an increase in stock prices, theexercise price after the Exercise Price Amendment Date will also increase accordingly. In addition, Acquisition
Provisions are attached, so in the event that stock prices increase and SymBio is able to procure the funds neededwith a small number of Warrants exercised, the dilution for existing shareholders will be controlled by setting an
exercise suspension period and exercising the Acquisition Provisions.
4) Flexibility of capital policy is ensured
Flexibility of capital policy can be ensured as, in the event that a change in capital policy is necessary, all of theremaining Warrants can be acquired at any time for the amount paid per Warrant by the resolution of SymBio’s
Board of Directors.
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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[Disadvantages of the Scheme]
The Warrants have mainly the disadvantages listed below in items 5) through 8), but SymBio believes that theeffects of the advantages listed above in items 1) through 4) outweigh these disadvantages.
5) There is a possibility that SymBio may not be able to procure funds depending on the level of stock prices, as
the Warrants are fundamentally close to stock acquisition rights with a fixed exercise price, and the Minimum
Exercise Price at the time of amendment is set at ¥108 (45% of the closing price of SymBio’s common shares in
the ordinary session at the Tokyo Stock Exchange on the Business Day Immediately Preceding the Date of
Resolution) (however, it may be adjusted in line with adjustments to the exercise price in accordance with thedilution of shares owing to a stock split, etc.).
6) There is a possibility that the amount procured may be lower than the planned amount owing to a downward
amendment to the exercise price in the event of a decline in stock prices (however, the exercise price shall not
fall below the Minimum Exercise Price).
7) There is a possibility that some time may be required to complete the fund procurement in the event of adecline in the liquidity of SymBio’s shares.
8) The Entity Planned for the Allotment may request that SymBio acquire the Warrants, for example, in theevent that following the issuance of the Warrants, the closing price of SymBio’s common shares in the ordinary
session at the Tokyo Stock Exchange on each trading day of any five (5) consecutive trading days during theperiod when acquisition is possible falls below 65% of the exercise price on that trading day.
[Comparison with other fund procurement means]
9) In the case of the issuance of new shares through a capital increase by public offering, funding can becompleted at once, but it is expected to have a significant direct impact on the stock price as it would also cause
a temporary dilution of per-share earnings at the same time.
10) Bonds with convertible bond type stock acquisition rights issued by third-party allotment (hereinafter, “CB”)
offer various product design possibilities, but as the allottee holds the conversion right in general, SymBio would
not have control. In addition, for CBs with a conversion price that is amended in accordance with the stock price(a so-called “MSCB”), a significant direct impact on the stock price may be expected as the dilution is not fixed,
owing to the structure whereby the number of shares issued through conversion is determined in line with theconversion price.
11) In the case of the issuance of new shares through third-party allotment, funding can be completed at once but
it is expected to have a significant direct impact on the stock price as it would also cause a temporary dilution of
per-share earnings at the same time. In addition, there is no suitable allottee of the new shares at the present time.
12) In the case of a so-called rights issue, there are commitment-type rights issues, whereby SymBio would
conclude an underwriting agreement with a financial instruments business operator, and non-commitment-typerights issues, whereby SymBio would not enter into any such agreement, and the exercise of the stockacquisition rights would be entrusted to the determination of shareholders. There are few examples ofcommitment-type rights issues being carried out in Japan, and they are not fully matured as a means of fundprocurement, while underwriting expenses and other costs are expected to increase, and thus they may not be an
appropriate means of procuring funds. In addition, SymBio is unable to carry out a non-commitment-type rights
issue, as it has reported an ordinary loss for the past two (2) years, and does not fulfil the listing standards
determined in the Securities Listing Regulations set forth by the Tokyo Stock Exchange.
13) In the case of the fund procurement by borrowing, the amount procured would become a liability, which
would likely have a negative impact on financial soundness.
Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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4.Amount to be Funded, as well as Use and Scheduled Disbursement Timing Thereof(1) Amount to be funded (estimated net proceeds)
・Total amount of funding related to the Warrants¥1,924,560 thousand

Total issue price of the Warrants
Value of property to be contributed upon exercise of the Warrants¥32,560 thousand¥1,892,000 thousand

・Various issuance-related expenses (attorneys’ fees, price calculation expenses, registration expenses, trust bankexpenses, etc.)
・Estimated net proceeds¥15,000 thousand¥1,909,560 thousand(Note) The estimated net proceeds shown above are equal to the sum of the total issue price of the Warrants and thetotal value of property to be contributed upon exercise of the Warrants, minus the approximate amount of various
issuance-related expenses in association with the Warrants. The total value of property to be contributed upon
exercise of the Warrants is the amount assuming that all of the Warrants are exercised at the initial exercise price.
Furthermore, in the event that the exercise price is amended or adjusted, the above amount may increase or decrease.
And in the event that the Warrants are not exercised within the exercise period or SymBio cancels the Warrants thatit has acquired, the above amount shall decrease.
(2) Specific uses of the amount to be fundedSpecific use
Expenses related to the development of TREAKISYM®
(SyB L-0501) for r/r aggressive NHL (DLBCL)
Expenses related to acquisition of rights for and subsequentdevelopment of the oral form of TREAKISYM®

Amount(Millionsof yen)Scheduled disbursement timing

900

August 2017 – December 2018

1,009

August 2017 – December 2018

Phase II clinical trials for TREAKISYM® (SyB L-0501) for the additional indication of refractory/relapsed
aggressive NHL (DLBCL) have been completed with favorable results, and SymBio has considered applying for
approval in order to further enhance the product value of TREAKISYM® through additional indications. SymBio iscurrently formulating the details of a Phase III clinical trial plan, and plans to submit a trial plan within this year andbegin the trials. Of the total development period for these Phase III clinical trials, the amount of expenditure expecteduntil the end of December 2018 is stated.
With regard to the acquisition of rights for the oral form of TREAKISYM®, SymBio shall expand the rights it holds
on TREAKISYM® in order to promote indications in addition to blood cancer, such as for solid cancer andautoimmune diseases. In doing so, SymBio intends to maximize the product value of TREAKISYM® and ensuresolid business foundations. Expenses related to the acquisition of rights and expenses related to the implementationof Phase I clinical trials currently under consideration are stated.
SymBio shall make appropriate disclosure in the event that it submits a trial plan for Phase III clinical trials for
TREAKISYM® (SyB L-0501) for refractory/relapsed aggressive NHL (DLBCL) and trials begin, in the event
negotiations with its business partner regarding the acquisition of rights for the oral form of TREAKISYM® aresuccessful and an agreement is concluded, or in the event that it submits a trial plan for Phase I clinical trials andtrials begin.
The expenses involved in the acquisition or introduction of rights could be higher or lower than initially expected,
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 10 -

depending on the results of future discussions with counterparties. In addition, the above uses of funds shows abreakdown of the uses of funds through December 2018, but as the amount of funds procured and the timing ofprocurement will be affected by the exercise status of the Warrants, there is a possibility that the above use(s) offunds or the breakdown may be changed.
In addition, depending on stock prices, trading volume, and other factors, SymBio may not be able to procuresufficient funds. Therefore, there is a possibility that all or some of the Warrants may not be exercised, depending on
factors such as trends in the SymBio stock price.
In the event that SymBio is unable to procure sufficient funds with the Warrants in this way, there is a possibility that
SymBio may conduct fund procurement by other means or alternatively review its business plans. Furthermore,
SymBio will make a prompt disclosure in the event that there are any changes to the uses of funds or the breakdown,
implementation of other fund procurement, or revisions to business plans.
(Note) The estimated net proceeds are an estimated amount at the present time, and the specific amount of expenses
for the acquisition of rights and development of drug candidates, and timing of the expenditure are undetermined, butwith regard to the management of funds until payment, SymBio plans to manage and hold these funds in stablefinancial assets such as bank deposits, etc.

5. Concepts on Rationality of the Use of the Funds
As described in the aforementioned “2. Purposes and Reasons for the Subscription,” SymBio believes that these usesof funds are rational as funds procured on this occasion shall contribute to an improvement in the future profitabilityof SymBio. Therefore, SymBio believes that the procurement of funds on this occasion shall contribute to theinterests of existing shareholders through the improvement of corporate value over the medium- to long-term.
6. Rationality of Issuance Conditions, etc.
(1) Grounds for a judgment that the conditions for issuance are reasonable
In determining the amount to be paid for the Warrants, SymBio requested a valuation of the Warrants from
PLUTUS CONSULTING Co., Ltd. (location: 3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo; representative: Masato
Noguchi), a third-party appraiser, taking into account the issuance terms of the Warrants and the terms set forthin the Warrants Purchase Agreement.
Taking into consideration the valuation amount calculated by the appraiser based on the assumptions below,
SymBio negotiated with the Entity Planned for the Allotment, and determined that the amount to be paid foreach Warrant should be ¥370, the same amount as the valuation amount. The appraiser conducted a valuation of
the Warrants using the Monte Carlo Simulation Method, a commonly used calculation model. Taking into
consideration such factors as SymBio stock price and the liquidity of SymBio’s common shares, the appraiser
conducted an evaluation based on the following assumptions: 1) the Exercise Suspension Provisions would not
be exercised in view of the fact that the objective of the Warrants issuances is fund procurement; 2) the
Acquisition Provisions would not be exercised as there is no upper limit to the amendment of the exercise price;3) in terms of such factors as the behavior of the Entity Planned for the Allotment with regard to the exercise of
its rights and shareholding, it is assumed that the Entity Planned for the Allotment would exercise its rights at alevel equivalent to 15% of the daily trading volume if the stock price is above each of the initial stock pricebefore the Exercise Price Amendment Date and the stock price on the previous business day of the Exercise
Price Amendment Date on and after the Exercise Price Amendment Date, or at a level equivalent to 7.5% of thedaily trading volume if the stock price is below the above mentioned stock price; and 4) with regard to the rightto request acquisition, in the event that the stock price is below 65% of the Minimum Exercise Price for five (5)Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 11 -

consecutive business days, the Entity Planned for the Allotment would request that SymBio acquire theremaining Warrants.
In SymBio’s assessment, the calculation result of the appraiser is a rational and fair price, as the appraiser
calculated the fair price using the Monte Carlo Simulation Method, which is a commonly used valuation
method for stock acquisition rights, taking into account the events that may impact the fair value of theWarrants. In addition, when determining the amount to be paid for the Warrants, SymBio negotiated with the
Entity Planned for the Allotment, taking into consideration the calculation result of the appraiser, and it wasdetermined to be the same amount as the calculation result, and therefore in SymBio’s assessment, the amountto be paid for the Warrants is an appropriate and reasonable amount, and does not fall under any speciallyadvantageous condition.
In addition, the exercise price of the Warrants shall initially be an amount equivalent to the closing price of
SymBio’s common shares in the ordinary session at the Tokyo Stock Exchange on August 8, 2017, andfollowing negotiation with the Entity Planned for the Allotment, and in view of such factors as the stock pricetrends of SymBio’s common shares, the discount ratio that shall apply to amendments of the exercise price ofthe Warrants shall be 10%.
Furthermore, the three auditors of SymBio (all of whom are Outside Audit & Supervisory Board Members
under the Companies Act) have confirmed the matters below, taking into consideration the details of theissuance terms of the Warrants and the above result of the calculation by PLUTUS CONSULTING Co., Ltd.,and have expressed their opinion to the effect that the terms of issuance of the Warrants do not constitute aparticularly advantageous issuance to the Entity Planned for the Allotment:
・With regard to the issuance of the Warrants, the auditors have received an explanation from the division
manager in charge of the issuance of the Warrants, etc., been informed of the objective, necessity, etc., of thefundraising, and determined that the issuance is being appropriately conducted as a decision made by SymBio’s
Board of Directors in accordance with the principles of sound management judgment.
・ PLUTUS CONSULTING Co., Ltd. possesses knowledge and experience regarding corporate valuation
procedures, and is also recognized as being independent from the management of SymBio.
・SymBio has requested PLUTUS CONSULTING Co., Ltd. to perform the valuation with regard to theissuance conditions, etc. It has also received an explanation of the valuation logic and basic figures used asassumptions from a manager at PLUTUS CONSULTING Co., Ltd., and has recognized the appropriatenessthereof.
・In comparison with the fair value presented in the evaluation report received on August 8, 2017 from
PLUTUS CONSULTING Co., Ltd. it is recognized that the Warrants do not constitute an advantageousissuance.
・Based on the above, it is reasonably deemed that there is no issue by requesting PLUTUS CONSULTING
Co., Ltd. to perform the calculation of value.
(2) Grounds for a judgment that the issued quantity and scale of the dilution of shares are reasonableAs a result of this fund procurement, a maximum dilution of 17.97% will occur with regard to the total numberof voting rights of 489,795 units (number of issued shares: 48,983,324 shares) as of June 30, 2017. However, as
described in the aforementioned “2. Purposes and Reasons for the Subscription,” SymBio aims to improve
future profitability and increase corporate value with this fund procurement, and thus even factoring in the
resulting dilution, the fund procurement may be expected to contribute to an increase in the value of existing
shareholders’ shares, and SymBio considers that the issued quantity and the scale of the dilution of shares are
Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 12 -

reasonable.
Furthermore, in SymBio’s assessment, the issuance of the Warrants is not of a scale that will have an excessive
impact on the market, and the scale of the dilution is reasonable, since: 1) there is a certain amount of liquidity,
as the average daily trading volume of SymBio’s common shares over the past six (6) months has been
2,085,224 shares, against a total of 8,800,000 of SymBio’s common shares underlying the Warrants; 2) it ispossible to control the exercise of the Warrants in accordance with SymBio’s funding demands; and 3) the
acquisition of the Warrants is also possible at SymBio’s discretion.
7. Reason for Having Chosen the Entity Planned for the Allotment, etc.
(1) Outline of the Entity Planned for the Allotment
1) Designation
SBI SECURITIES Co., Ltd.
2) Location
1-6-1 Roppongi, Minato-ku, Tokyo
3) Representative’s name andMasato Takamura, President and Representative Director
position4) Description of business
Financial instruments business5) Common stock¥48,323 million (as of March 31, 2017)6) Establishment
March 30, 1944
7) Number of issued shares
3,469,559 (as of March 31, 2017)8) Settlement term
March 31
9) Number of employees
742 (as of March 31, 2017)10) Main clients
Investors and issuers11) Main banks
Mizuho Bank, Ltd.
12) Main shareholders and
SBI FINANCIAL SERVICES Co., Ltd.: 100%
shareholding ratio thereof*The above is a wholly-owned subsidiary of SBI Holdings, Inc.

13) Relationship, etc.
with SymBio

Capitalrelationship

The Entity Planned for the Allotment owns 1,924,000
shares of SymBio as of March 31, 2017.

Personal
relationship
Businessrelationship
Relevance
as related
party

SymBio and the Entity Planned for the Allotment haveno personal relationship.
SymBio and the Entity Planned for the Allotment haveno business relationship.
The Entity Planned for the Allotment does not fall under
the category of SymBio’s related party.

14)
Business performance and financial position for the most recent three (3) years (Millions of yen;unless otherwise specified)Settlement term
Operating revenue
Operating income
Ordinary income
Net income
Net assets
Total assets
Note:

Fiscal year ended March Fiscal year ended March Fiscal year ended March
2015
2016 (consolidated)2017 (consolidated)
77,577
34,68034,736
20,127
159,146
2,151,779

89,78639,881
39,88928,087
177,241
1,974,648

90,46437,972
37,973
27,798
192,4652,559,387

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 13 -

Net income per share (Yen)5,814.69

8,114.06

8,022.86

Dividend per share (Yen)

4,070.41

2,888.87

4,323.32

Net assets per share (Yen)
45,975.40
51,152.43
55,097.44(Note 1) SymBio has checked that the Entity Planned for the Allotment is not an antisocial force andconfirmed that it does not fall under the category of antisocial forces. Furthermore, as the Entity
Planned for the Allotment is a trading participant on the Tokyo Stock Exchange, SymBio has not
submitted confirmation to the Tokyo Stock Exchange relating to the fact that the Entity Planned
for the Allotment does not fall under the category of antisocial forces.

(Note 2) During the fiscal year ended March 2016, the Entity Planned for the Allotment newly acquired
the shares of Book Field Capital Co., Ltd., made it a consolidated subsidiary, and started toprepare consolidated financial statements from the fiscal year ended March 2016.
(2) Reason for having chosen the Entity Planned for the Allotment
SymBio considered various entities from which to procure funds, but in SymBio’s assessment, the means offund procurement proposed by the Entity Planned for the Allotment is the most consistent with SymBio’s
financing needs, i.e. procuring funds by the issuance of new shares in accordance with stock price trends andchanges in funding needs, while controlling the temporary impact on the stock price and the dilution of pershare earnings.
SymBio received explanations and proposals for means of fund procurement from other financial institutions
besides the Entity Planned for the Allotment in Japan and overseas, and considered various means of fundprocurement, some of which included capital increase by public offering, MSCB, and borrowing. These were
not consistent with SymBio’s needs for the following reasons: with capital increase by public offering, funding
can be completed at once, but it is likely to have a significant direct impact on the stock price as it would also
cause a temporary dilution of per-share earnings at the same time; with MSCBs, a significant direct impact on
the stock price may be expected as the total number of shares to be issued through conversion until thecompletion of conversion is not fixed, owing to the structure whereby the number of shares issued throughconversion is determined in line with the conversion price; and furthermore in the case of borrowing, theamount procured would become a liability, which would likely have a negative impact on financial soundness.
In addition, SymBio received proposals for means of fund procurement similar to the Scheme from otherfinancial institutions besides the Entity Planned for the Allotment in Japan and overseas. SymBio received aproposal from and selected SBI SECURITIES Co., Ltd. as the Entity Planned for the Allotment upon
comprehensive consideration of such factors as: that the Entity Planned for the Allotment planned to utilize its
trading functions, etc. and considered the impact on the stock price as it sells SymBio’s shares that it acquires
through the exercise of the Warrants; marketability as described in “1. Summary of Subscription” and “3.
Marketability of the Warrants and Reason for Having Chosen the Warrants (2) Reason for having chosen the
Warrants [Features of the Scheme]”; and the past record of the Entity Planned for the Allotment (issuance ofstock acquisition rights by Gaiax Co. Ltd. in November 2015).
(Note) With regard to the allotment of the Warrants, they will be purchased by the Entity Planned for the
Allotment, which is a member of The Japan Securities Dealers Association, and subscription shall be conductedin accordance with the “Rules Concerning Handling of Allotment of New Shares to a Third-Party, etc.” (selfregulation) set forth by The Japan Securities Dealers Association.
Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 14 -

(3) Holding policy of the Entity Planned for the Allotment
There are no agreements between SymBio and the Entity Planned for the Allotment regarding continuous
holding or depositing of the Warrants. In addition, the Warrants Purchase Agreement stipulates that theapproval of SymBio’s Board of Directors is necessary when transferring the Warrants.
SymBio has received notification that the Entity Planned for the Allotment does not intend a long-term holdingof SymBio’s shares that it acquires through the exercise of the Warrants, and plans to promptly sell SymBio’s
shares that it has acquired.
(4) Confirmation on the property required for the payment by the Entity Planned for the Allotment
SymBio has received verbal explanation from the Entity Planned for the Allotment to the effect that the funds
necessary for payment for the Warrants have been secured. In addition, SymBio has confirmed that the Entity
Planned for the Allotment has ample cash and cash equivalents and other liquid assets necessary to pay for the
Warrants, based on the balance sheet as of March 31, 2017 as presented in the explanation concerning the statusof operations and property in the year ended March 31, 2017 of the Entity Planned for the Allotment, which
SymBio has obtained in writing, in addition to the consolidated balance sheet as of March 31, 2017 in the
Annual Securities Report for the Fiscal Year Ended March 31, 2017, submitted to the Director of the Kanto
Local Finance Bureau on June 29, 2017 by SBI Holdings, Inc., the sole parent company of the Entity Planned
for the Allotment, and in SymBio’s assessment there is no obstacle to the payment of these funds.
(5) Agreement regarding borrowing/lending of share certificates
Neither SymBio, its officers, parties related to its officers, nor its major shareholders have any plans to conclude
a share certificate lending agreement with the Entity Planned for the Allotment pertaining to SymBio’s shares tobe acquired owing to the exercise of the Warrants.

8. Major Shareholders and Shareholding Ratio Thereof after the Subscription
Before the subscription (as of June 30, 2017)
Name

Number of shares held

Shareholding ratio

Fuminori Yoshida

3,120,000

6.37%

Cephalon, Inc.
(Standing proxy: Teva Pharmaceutical K.K.)

2,589,000

5.29%

SBI SECURITIES Co., Ltd.

1,947,200

3.98%

Japan Securities Finance Co., Ltd.

1,786,100

3.65%

Matsui Securities Co., Ltd.

834,400

1.70%

Eisai Co., Ltd.

833,400

1.70%

Rakuten Securities, Inc.

768,400

1.57%

Daiwa Securities Co. Ltd.

720,300

1.47%

Waseda No. 1 Investment L.P.

684, 000

1.40%

Tokai Tokyo Securities Co., Ltd.

314,600

0.64%

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 15 -

Notes:1. Long-term holding is not guaranteed in the subscription of the Warrants, and therefore, “Major
Shareholders and Shareholding Ratio Thereof after the Subscription” reflecting the number ofresidual securities pertaining to the subscription of the Warrants is not presented.
2. “Shareholding ratio” is calculated with its third decimal place rounded off to the second decimal
place.

9. Future Perspective
The impact of the funding on the business performance of SymBio for the fiscal year ending December 31,
2017 is immaterial.
10. Procedures Based on the Code of Conduct of Corporations
The scale of issuance of the Warrants is as described in “6. Rationality of Issuance Conditions, etc. (2)Grounds for a judgment that the issued quantity and scale of the dilution of shares are reasonable,” and willcause a dilution of 17.97% at maximum for the total number of voting rights as of June 30, 2017. As 1) the
dilution ratio is less than 25% and 2) a controlling shareholder is not expected to change (even if all the
Warrants are exercised, controlling shareholders are not expected to change), it is not required for SymBio toobtain an opinion regarding the necessity and reasonableness of the allotment of a party that maintains
certain independence from the company management and confirm the intent of shareholders as prescribed in
Article 432 of the Securities Listing Regulations established by the Tokyo Stock Exchange.

11. Business Performance and Equity Finances for the Most Recent Three (3) Years(1) Operating results for the past three (3) years
Year ended
Settlement term
December 2014

Year ended
December 2015

(Thousands of yen)
Year ended
December 2016

Net sales

1,955,027

1,933,241

2,368,112

Operating loss

(1,303,279)(2,551,662)(2,127,049)

Ordinary loss

(1,110,316)(2,630,386)(2,316,806)

Net loss(1,115,877)(2,632,095)(2,313,233)

Net loss per share (Yen)(36.26)(81.26)(58.82)

Dividend per share (Yen)

－

－

－

Net assets per share (Yen)

208.80127.56108.61

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 16 -

(2) Number of issued shares and residual securities (As of June 30, 2017)
Percentage in relation to
Number ofsharesthe number of issued
48,983,324
Number of issued shares
100%
Number of residual securities at
9,217,600
the conversion price (exercise
18.82%
price) at the present
Number of residual securities at－－the lower-limit of the conversion
price (exercise price)
Number of residual securities at－－
the upper-limit of the conversion
price (exercise price)(Note) Number of residual securities above is the number of residual securities pertaining to the bonds with theconvertible bond type stock acquisition rights, stock acquisition rights and stock option scheme of
SymBio.
(3) Number of issued shares and residual securities after the equity finance
Percentage in relation to
Number ofsharesthe number of issued
48,983,324
100.0%
Number of issued shares
Number of residual securities at
18,017,600
36.78%
the current conversion price(exercise price)
Number of residual securities at
18,017,600
36.78%
the lower-limit of the conversion
price (exercise price)
Number of residual securities at
There is no maximum exercise There is no maximum exercise
the upper-limit of the conversion
price.
price.
price (exercise price)(Note) Number of residual securities above is the number of residual securities as of June 30, 2017, plus the numberof residual securities pertaining to the Warrants.
(4) Recent stock prices
1) For the most recent three (3) years
Year ended December Year ended December Year ended December
2014
2015
2016
Opening price
¥385
¥357
¥242
Highest price
¥430
¥408
¥564
Lowest price
¥191
¥171
¥168
Closing price
¥357
¥232
¥244
(Note) Each stock price is based on prices quoted on the Tokyo Stock Exchange JASDAQ Market (Growth).

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 17 -

2) For the most recent six (6) months
March 2017

April 2017

May 2017

June 2017

July 2017

August 2017

Opening price

¥239

¥217

¥221

¥215

¥272

¥246

Highest price
Lowest price

¥241

¥221

¥228

¥335

¥285

¥250

¥213

¥196

¥206

¥215

¥239

¥235

Closing price

¥219
¥217
¥215
¥263
¥248
¥238
(Notes)1. Each stock price is based on prices quoted on the Tokyo Stock Exchange JASDAQ Market (Growth).
2. Stock price for August 2017 is the price as of August 8, 2017.
3) Stock prices on the Business Day Immediately Preceding the Date of Resolution at the Board of Directors
meeting in relation to the issuance of the Warrants
Opening priceHighest price
Lowest price
Closing price

Note:

August 8, 2017
¥235
¥240
¥235
¥238

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 18 -

(5) Equity finances for the most recent three (3) years
・Issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights by third-party allotment
Due date of payment
April 22, 2016
Amount of funding¥3,000,000,000
Conversion price¥211 per share
Number of issued shares at the time of
32,390,923
subscription
Entity for the allotment
Whiz Healthcare Japan 2.0 Investment Limited Partnership
Number of residual securities due to
14,218,009
the subscription
Conversion status at present
Number of converted shares: 14,218,009(¥0 outstanding; conversion price ¥211)
Initial use of funds at the time ofissuance

Planned timing for disbursement at thetime of issuanceAppropriation status at present

Note: Expenses related to acquisition of companies who own new drugcandidates and development of such new drug candidates after theacquisition
 Expenses related to acquisition of rights for new drug candidates
and development of such new drug candidates after the acquisitionof the rights
 Expenses related to development of SyB P-1501 (a patientcontrolled pain management drug) and SyB C-1101 for higher-risk
myelodysplastic syndromes (MDS) (in combination withazacitidine)
From April 2016, as needed
The order of prioritization in which the funds are to be used has
been changed, and the funds shall be fully allocated as follows. At
present, ¥1,320 million has been allocated.
Expenses related to development of SyB P-1501 (a patientcontrolled pain management drug) and SyB C-1101 for higher-risk
myelodysplastic syndromes (MDS)This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 19 -

・Issuance of the 39th stock acquisition rights by third-party allotment
Date of allotment
April 22, 2016
Number of stock acquisition rights
104
issuedIssue priceTotal of ¥9,776,000 (¥94,000 per stock acquisition right)
Planned amount of funding at the time ¥953,368,000
of issuance(Breakdown)
From the issuance of stock acquisition rights: ¥9,776,000
From the exercise of stock acquisition rights: ¥943,592,000

Entity for the allotment
Number of issued shares at the time ofsubscription
Number of residual securities due tothe subscription
Exercise status at present
Funds procured at present
Initial use of funds at the time ofissuance

Planned timing for disbursement at thetime of issuanceAppropriation status at present

Note:

Whiz Healthcare Japan 2.0 Investment Limited Partnership
32,390,923
4,472,000
Number of exercised shares: 301,000(97 stock acquisition rights remaining; exercise price ¥211)¥73,287,000
 Expenses related to acquisition of companies who own new drugcandidates and development of such new drug candidates after theacquisition
 Expenses related to acquisition of rights for new drug candidates
and development of such new drug candidates after the acquisitionof the rights
 Expenses related to development of SyB P-1501 (a patientcontrolled pain management drug) and SyB C-1101 for higher-risk
myelodysplastic syndromes (MDS) (in combination withazacitidine)
From April 2016, as needed
The order of prioritization in which the funds are to be used has
been changed and the funds have been fully allocated as follows:
Expenses related to development of SyB P-1501 (a patientcontrolled pain management drug) and SyB C-1101 for higher-risk
myelodysplastic syndromes (MDS)This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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・Issuance of the 2nd unsecured bonds with convertible bond type stock acquisition rights by third-party allotment
Due date of payment
December 1, 2014
Amount of funding¥500,000,000
Conversion price¥300 per share
Number of issued shares at the time of
30,724,257
subscription
Entity for the allotment
Oak Capital Corporation
Number of residual securities due to
1,666,666
the subscription
Conversion status at present
Number of converted shares: 1,666,666(Number of residual convertible bonds: 0)
Initial use of funds at the time of
Expenses involved in the introduction of new drug candidates
issuance
Planned timing for disbursement at the
From December 2014, as needed
time of issuanceAppropriation status at present
The funds procured have been fully allocated to up-front payment
for the contract for SyB P-1501 (a patient-controlled pain
management drug).
・Issuance of the 34th stock acquisition rights by third-party allotment
Date of allotment
December 1, 2014
Number of stock acquisition rights
30,304issuedIssue priceTotal of ¥10,363,968 (¥342 per stock acquisition right)
Planned amount of funding at the time ¥1,010,395,968
of issuance(Breakdown)
From the issuance of stock acquisition rights: ¥10,363,968
From the exercise of stock acquisition rights: ¥1,000,032,000

Entity for the allotment
Number of issued shares at the time ofsubscription
Number of residual securities due tothe subscription
Exercise status at present
Funds procured at present
Initial use of funds at the time ofissuance
Planned timing for disbursement at thetime of issuanceAppropriation status at present

Oak Capital Corporation
30,724,257
3,030,400
Number of exercised shares: 2,054,600(9,758 stock acquisition rights remaining; exercise price ¥330)¥688,381,968
Expenses involved in the introduction of new drug candidates
From December 2014, as needed
The funds procured at present have been fully allocated to up-front
payment for the contract for SyB P-1501 (a patient-controlled pain
management drug).
End

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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[Contact]
Director, Finance & Accounting
Kenji Murata
TEL +81(3) 5472-1125

Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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【Exhibit】
Terms and Conditions for the Issuance of
SymBio Pharmaceuticals Limited’s 42nd Stock Acquisition Rights
1. Designation of the stock acquisition rights
SymBio Pharmaceuticals Limited’s 42nd Stock Acquisition Rights (hereinafter the “Warrants”)
2. Deadline for application
August 25, 2017
3. Date of allotment
August 25, 2017
4. Due date of payment
August 25, 2017
5. Method for subscription
All the Warrants shall be allotted to SBI SECURITIES Co., Ltd. by third-party allotment.
6. Class and number of shares underlying the Warrants(1) The class of shares underlying the Warrants shall be common shares of SymBio. The total number
thereof shall be 8,800,000. (The number of shares for each Warrant (hereinafter, “Number of Allotted
Shares”) shall be 100.) Provided, however, that in case the Number of Allotted Shares is adjusted inaccordance with Items (2) to (4) of this Paragraph, the total number of underlying shares for the Warrants
shall be adjusted based on the Number of Allotted Shares after adjustment.
(2) If SymBio adjusts the exercise price (defined in Paragraph 9, Item (2)) in accordance with Paragraph 11,
the Number of Allotted Shares shall be adjusted in accordance with the following equation. Provided,
however, that fractions less than one (1) share resulting from the adjustment shall be truncated. The
exercise prices before and after adjustment in the above equation shall be equal to the exercise prices
before and after adjustment, respectively, as stated in Paragraph 11.
Number of
Allotted Shares
after adjustment

Number of Allotted Shares before adjustment × Exercise price before adjustment=
Exercise price after adjustment(3) The commencement date to apply the Number of Allotted Shares after adjustment shall be the same day to
begin applying the exercise price after adjustment stipulated in Paragraph 11, Item (2), (5) and (6)according to each reason for said adjustment.

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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(4) If the Number of Allotted Shares is adjusted, SymBio shall inform the right holders to the Warrants(hereinafter the “right holder”) in writing of the intent regarding and reason(s) for such adjustment, theNumber of Allotted Shares before adjustment, the Number of Allotted Shares after adjustment, thecommencement date to apply the Number of Allotted Shares after adjustment and other necessary mattersby the day immediately preceding the date of said commencement date for application. Provided,
however, if as stipulated in Item (2) 5 of Paragraph 11, that if the aforementioned information cannot beprovided by the day immediately preceding the date of said commencement date for application, SymBio
shall inform promptly on or after the commencement date for application.
7. Total number of Warrants
88,0008. Amount to be paid for each Warrant¥370 (Total amount to be paid for the Warrants: ¥32,560,000)
9. Value of the property invested in exercising the Warrants(1) The property invested when the Warrants are exercised shall be money, and the value thereof shall be theproduct of the exercise price multiplied by the Number of Allotted Shares.
(2) The value of the invested property per share when SymBio’s common shares are delivered through theexercise of the Warrants (hereinafter the “Exercise Price”) shall initially be ¥215.
10. Amendment of the Exercise PriceOn February 26, 2018, the Exercise Price shall be amended to an amount equivalent to 90% of the closing
price of SymBio’s common shares in the ordinary session at the Tokyo Stock Exchange on February 23,
2018 (or if there is no closing price on that day, the closing price immediately preceding it), rounded up to
the nearest whole yen. However, if the Exercise Price after amendment on the Exercise Price Amendment
Date is below ¥108 (hereinafter, the “Minimum Exercise Price,” which shall be adjusted based on theapplication of the provisions of Paragraph 11), the exercise price shall be the Minimum Exercise Price.
11. Adjustment of the Exercise Price(1) In case the number of issued common shares of SymBio changes or could change by reason of any event
as stipulated in Item (2) below after the issuance of the Warrants, SymBio shall adjust the Exercise Pricein accordance with the following equation (hereinafter, the “Exercise Price Adjustment Formula”).
NumberofCommon Shares
Exercise Priceafter
adjustment

Note:

Exercise Price＝

beforeadjustment

×

Number of sharesalready issued＋

Newly Issued or×

Amount to be paid per
share

Disposed ofMarket priceThis document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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Number of shares already issued＋

Number of Common Shares
Newly Issued or Disposed of(2) The cases in which the Exercise Price is adjusted according to the Exercise Price Adjustment Formulaand the timing for applying the Exercise Price after adjustment shall be as set forth below.
1) If SymBio common shares are newly issued at a payment amount lower than the market price set
forth in Item (4) 2) below or if SymBio disposes of the SymBio common shares it holds (including
cases of gratis allotment) (excluding cases of SymBio common shares being delivered by way of
exercising warrants (including those attached to bonds with stock), acquiring shares with a put option
or shares subject to call, or exercising any other right able to request the delivery of SymBio commonshares, and excluding cases whereby SymBio common shares are delivered as a result of company
split, share exchange or merger.)
The Exercise Price after adjustment shall apply on and after the due date of payment (such dateshall be the last day of the payment period if such payment period has been established or theeffective date in the case of gratis allotment) or on and after the day following the reference date for
granting shareholders the right to receive allotment if such a reference date is established.
2) If SymBio’s common shares are newly issued through a stock split
The Exercise Price after adjustment shall apply on and after the day following the reference date forthe stock split.
3) If warrants (including those attached to bonds with stock) or shares subject to call are issued or
bestowed which enable SymBio common shares to be delivered at a market price lower than that set
forth in Item (4) 2) below or request SymBio common shares to be delivered at an Exercise Pricelower than that set forth in Item (4) 2) (excluding cases of allotting warrants to the directors, officers
or employees of SymBio or its affiliate companies (affiliate companies stipulated in Paragraph 8,
Article 8 of the regulation concerning the terminology, format and preparation method of financial
statements.))
The Exercise Price after adjustment shall be calculated by applying the Exercise Price
Adjustment Formula on the assumption that all of the rights to claim and warrants concerning all
shares with a put option have been exercised under the initial conditions. The Exercise Price after
adjustment shall apply on and after the due date of payment (the last day of the payment period ifsuch a payment period has been established or the allotment day in the case of warrants) or on andafter the effective date (in the case of gratis allotment). However, if a reference date for granting
shareholders the right to receive allotment has been established, then the Exercise Price after
adjustment shall apply on and after the day following this date.
Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

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4) In the case of delivery of SymBio’s common shares at a value less than the price set forth in Item (4)2) below in exchange for acquisition of shares subject to call which are issued by SymBio or stockacquisition rights subject to call (including those attached to bonds with stock)
The Exercise Price after adjustment shall be applied on and after the day following suchacquisition.
5) Regarding the respective transactions described in Item 1) through 3) of this Paragraph, if a reference
date is established and effectuation is subject to approval at a General Shareholders’ meeting, theBoard of Directors meeting or by any other relevant SymBio organ on and after said reference date,notwithstanding Item 1) through 3) of this Paragraph, the Exercise Price after adjustment shall apply
on and after the day following the day when said approval is given. In this case, according to thefollowing calculation method, SymBio’s common shares shall be delivered to right holders of thestock acquisition rights who exercised the Warrants during the period from the date following thereference date to the day when said transaction was approved.

Number of shares =(Exercise Price before adjustment ‒ Exercise Price after adjustment)
× Number of shares delivered at the Exercise Price before adjustment within the applicable period
Exercise Price after adjustment

In this case, fractions less than one (1) share shall be truncated.
(3) If the difference between the Exercise Price after adjustment and the Exercise Price before adjustment,
both of which have been calculated according to the Exercise Price Adjustment Formula, remains below
one (1) yen, the Exercise Price shall not be adjusted. Provided, however, that if SymBio adjusts the
Exercise Price for any reason requiring such an adjustment thereafter, SymBio shall use the value that
deducts the aforementioned difference from the Exercise Price before adjustment instead of the Exercise
Price before adjustment in the Exercise Price Adjustment Formula.
(4) 1) Regarding the calculation using the Exercise Price Adjustment Formula, the numbers below one (1)yen shall be calculated to the second decimal place with the resulting numbers rounded off to the firstdecimal place.
2) The market price used in the Exercise Price Adjustment Formula shall be the average value of theclosing prices of SymBio’s common shares for regular transactions at the Tokyo Stock Exchangeover 30 transaction days (excluding the days without a closing price) that start from the 45thtransaction day prior to the day when the Exercise Price after adjustment is first applied. In this case,regarding the calculation of the average value, the numbers below one (1) yen shall be calculated tothe second decimal place with the resulting numbers rounded off to the first decimal place.

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 26 -

3) The number of common shares already issued, which is used in the Exercise Price Adjustment
Formula, shall be the difference after deducting from the total number of issued common shares of
SymBio the number of SymBio’s common shares held thereby on the reference date of allotment forshareholders if it is established, or if not established, the day one (1) month prior to the day when the
Exercise Price after adjustment is first applied. In addition, in the case of Item (2) 5) above, theNumber of Common Shares Newly Issued or Disposed of, which is used in the Exercise Price
Adjustment Formula, will not include the number of SymBio’s common shares allotted to thecommon shares held by SymBio on the reference date.
(5) In addition to cases that require an adjustment of the Exercise Price set forth in Item (2) above, SymBio
may adjust the Exercise Price in the following cases, as required, through discussions with the rightholders upon approval thereof.
1) When an adjustment of the Exercise Price becomes necessary due to consolidation of shares, a capital
reduction, a company split, a share exchange or a merger;
2) When an adjustment of the Exercise Price becomes necessary because any other event that causes ormight possibly cause a change to the number of issued common shares of SymBio has occurred;
3) If several events that require the adjustment of the Exercise Price have occurred at extremely shortintervals, in considering the market price that should be used in calculating the Exercise Price after
adjustment associated with or resulting from one cause, it is necessary to take into account the effects
attributable to the other cause(s).
(6) Notwithstanding the provisions of Item (2) above, if the first day that the Exercise Price after adjustment
pursuant to Item (2) is applied is consistent with the Exercise Price Amendment Date pursuant toParagraph 10, SymBio will adjust the necessary Exercise Price and the Minimum Exercise Price.
(7) If the Exercise Price is adjusted, SymBio shall inform the right holders in writing of the intent regarding
and reason(s) for such adjustment, the Exercise Price before adjustment, the Exercise Price after
adjustment, the commencement date to apply the Exercise Price after adjustment and other necessary
matters by the day immediately preceding the date of said commencement date to apply the Exercise
Price after adjustment. Provided, however, if as stipulated in Item (2) 5) above, the aforementioned
information cannot be provided by the day immediately preceding the date of said commencement date
for application, SymBio shall inform promptly on or after the commencement date for application.
12. Exercise period for the Warrants
The period during which the Warrants can be exercised shall be from August 26, 2017 to August 27,
2018. However, rights cannot be exercised on the record date for SymBio’s common shares, the business
day prior to such day [meaning days which are not holidays of the Japan Securities Depository Center, Inc.
Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 27 -

(hereinafter the “Agency”)], two (2) business days prior to such day, and days recognized as necessary by
the Agency.
13. Other conditions for exercising the Warrants
Partial exercise of each Warrant shall not be permitted.
14. Acquisition of the Warrants(1) If the need to acquire the Warrants is determined by SymBio’s Board of Directors, SymBio may acquire
all or part of the Warrants held by rights owners (excluding SymBio) on and after the day following thedue date of payment of the Warrants for the amount of ¥370 per Warrant on the acquisition day
determined by SymBio’s Board of Directors, by issuing notice pursuant to the provisions of Article 273
and Article 274 of the Companies Act. In the case of partial acquisition, this acquisition shall be madethrough rational means, such as a draw.
(2) If a merger with SymBio becoming an extinct company, or a share exchange contract or share transfer inwhich SymBio becomes a wholly-owned subsidiary of another company (hereinafter “Act ofRestructuring”) is approved by resolution of SymBio’s General Shareholders’ meeting, SymBio may
acquire all of the Warrants held by the rights owners (excluding SymBio) up until the date that the Act ofRestructuring becomes effective at a price of ¥370 per Warrant.
(3) If shares issued by SymBio are designated by the Tokyo Stock Exchange as securities under supervision,
securities on alert or delisted stock, or become delisted, SymBio may acquire all of the Warrants held by
the rights owners (excluding SymBio) on the date two (2) weeks after the said designation was made or
the delisting was determined (or the next business day in the case of a holiday) at a price of ¥370 per
Warrant.
15. Increase in common stock and legal capital surplus in the case of the issuance of new shares through theexercise of the Warrants
In the event of share issuance by exercising the Warrants, the amount to be contributed to common stock
shall be half the upper limit of an increase in common stock, etc. calculated in accordance with Article 17of the Corporate Accounting Rules, with any fractions less than one (1) yen resulting from such calculation
rounded up. The amount of increase in legal capital surplus shall be the amount after subtracting theincrease in common stock from the upper limit of an increase in common stock, etc.
16. Method for the Exercise Request of stock acquisition rights(1) Any right holder of the Warrants who wishes to exercise the Warrants shall notify the Exercise Request
Location set forth in Paragraph 19 of the particulars necessary for such an exercise request within the
period that the Warrants can be exercised, as set forth in Paragraph 12.

Note:This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 28 -

(2) Any right holder of the Warrants who wishes to exercise the Warrants shall transfer the entire amount of
the money, which is deemed to be the objective of contribution in exercising the Warrants, to thedesignated account at the Payment Handling Location set forth in Paragraph 20, in addition to thesubmission of the Written Exercise Request in the preceding item.
(3) The exercise of the Warrants shall become effective on the day when all the documents necessary for the
Exercise Request have reached the Exercise Request Location set forth in Paragraph 19 and the entire
amount of the money, which is contributed in exercising the Warrants, has been remitted to the designatedaccount set forth in the preceding item.
17. Non-Issuance of instruments for stock acquisition rights
SymBio shall not issue instruments for stock acquisition rights in relation to the Warrants.
18. Basis for calculation of the amount to be paid for the Warrants and the value of the property invested in
exercising the Warrants
The amount of ¥370 to be paid per Warrant was determined by taking into account these terms andconditions, the terms and conditions set forth in a third-party allotment contract to be concluded with theallottee, and the results of an evaluation establishing certain assumptions in regards to SymBio’s stock price,
the liquidity of SymBio’s shares, trends regarding the allottee’s exercising of rights and the allottee’s shareownership trends, etc. based on the Monte Carlo Simulation Method, a commonly used price calculation
model. Furthermore, the value of the property invested in exercising the Warrants shall be as stated in
Paragraph 9, with the Exercise Price initially being equivalent to the closing price of SymBio’s commonshares in the ordinary session at the Tokyo Stock Exchange on August 8, 2017.
19. Exercise Request Location
Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation
20. Payment Handling Location
Yotsuya Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
21. Application of the Act on Book-Entry of Corporate Bonds and Shares, etc.
The Warrants are classified as Book-Entry Transfer Share Options under the Act on Book-Entry of
Corporate Bonds and Shares, etc. and hence are all subject to the application of the said Act. Moreover, theWarrants and the shares delivered by exercising the Warrants will be handled in accordance with the rules
relating to transfer of shares, etc. stipulated by the Transfer Agency, the enforced regulations and otherregulations.
22. Name and address of Transfer Agency
Japan Securities Depository Center, Inc.
1-1 Nihonbashi Kayaba-cho, 2-chome, Chuo-ku, Tokyo 103-0025, Japan
Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 29 -

23. Other(1) The abovementioned items shall be on the condition that the notification in accordance with the Financial
Instruments and Exchange Act becomes effective.
(2) Other necessary matters regarding the issuance of the Warrants shall be entirely entrusted to theRepresentative Director, President and Chief Executive Officer of SymBio.
End

Note:

This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 42nd stock acquisition rights, and not for the purpose of soliciting investment. This
document does not constitute an offer of investment in nor solicitation for purchase of the 42nd stock acquisition rights within the
United States. Regarding the 42nd stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or
an exemption from registration under the United States Securities Act of 1933. No offer of securities in the United States will bemade in connection with this transaction.

- 30 -