Notification of Stock Option Grants
Tokyo, April 28, 2005—Impress Holdings, Inc. (TSE: 9479), announced that at the Board of Directors Meeting held today, the following decisions were made pertaining to the issue of new share option rights to be allocated as stock options per the approval of the 12th Ordinary General Shareholders Meeting held on June 24, 2004, pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan.
1. Terms of the Issue of New Share Option Rights for the Stock Option Plan
(1) Reason for the issue of new share option rights under particularly favorable conditions
New share option rights are to be allocated as an incentive to improve the performance of the Company and its subsidiaries.
(2) The class and number of shares to be issued upon the exercise of new option rights
Shares of common stock of the Company not exceeding 1,335 shares (The number of shares to be issued upon the exercise of each new share option right shall be one)
If the Company should split its common stock, the number of shares to be issued upon exercise of the new share option rights shall be adjusted in accordance with the following formula, with any fraction of less than one share resulting from this adjustment applicable to new share option rights that have not been exercised to be rounded down.
Number of shares after adjustment = Number of shares before adjustment X Exercise price before adjustment/Exercise price after adjustment
(3) Total number of new share option rights to be issued
Not to exceed 1,335 (However, in the event an adjustment is made to the number of shares issued in accordance with clause (2), the same adjustment shall apply.)
(4) Persons to whom new share option rights shall be allocated
Select Board Members and employees of the Company and its subsidiaries (hereinafter referred to as Qualified Persons).
(5) Issue price of new share option rights
No consideration shall be paid.
(6) Date new share option rights are to be issued
April 28, 2005
(7) Amount to be paid upon the exercise of new share option rights
\125,182 is to be paid upon the exercise of each new share option right.
In the event that the Company should split its common stock or issue new shares at a price less than the market price, the exercise price shall be subject to adjustment in accordance with the following formula, and fractions of less than \1 shall be rounded up to \1.
(8) Total issue price of common stock issuable upon the full exercise of new share option rights
\167,117,970
(9) Term during which new share option rights can be exercised
From June 25, 2006 through June 24, 2008
(10) Conditions for the exercise of new share options rights
a) A Qualified Person must be a Board Member or employee of the Company or one of its subsidiaries at the timeof exercising the new share option rights.
b) If a Qualified Person dies, his or her legal heir may exercise the new share option rights.
c) Qualified Persons may not sell, transfer, pledge, or otherwise dispose of their share option rights.
d) In the event that the daily closing price of the Companyfs common stock on the Tokyo Stock Exchange exceeds \175,000, Qualified Persons shall exercise their new option rights within 15 business days following this date or their new share option rights shall be forfeited, regardless of stipulations in clause (9) referring to the term in which new share option rights can be exercised.
e) Other terms and conditions for the exercise of new share option rights shall be stipulated in the contract for granting new share option rights, which is executed between the Company and the Qualified Person as specified based on a resolution of the General Meeting of Shareholders and a resolution of the Board of Directors.
(11) In the event that a Qualified Person is rendered unable to exercise their new share option rights for reasons outlined in item a) of clause (10), the Company shall cancel these new share option rights without consideration.
(12) Transfer of new share option rights
The approval of the Companyfs Board of Directors is required for the transfer of new share option rights.
(13) Issue of new share option certificates
The Company shall issue new share option certificates only upon the request of Qualified Persons.
(14) Amount of new stock issue price not included in capital upon exercise of new share option rights
\62,591 per share
The amount of stock issue price not included in capital upon the exercise of new share option rights shall be the stock issue price, less the amount included in capital, and the amount included in capital shall be half the stock issue price. Fractions of less than \1 shall be rounded up to \1. However, treasury stock held by the Company that is transferred in lieu of issuing new stock will not be capitalized.
(15) Starting date for the calculation of profit and interest dividends for new stock issued via the exercise of new share option rights
The starting date for the calculation of initial dividends and mid-term dividends for new stock issued via the exercise of new share option rights shall be April 1 when rights are exercised between April 1 and September 30 and October 1 when rights are exercised between October 1 and March 31.
2. Terms of the Issue of New Share Option Rights for Stock Option Plan L
(1) Reason for the issue of new share option rights under particularly favorable conditions
New share option rights are to be allocated as an incentive to improve the performance of the Company and its subsidiaries.
(2) The class and number of shares to be issued upon the exercise of new option rights
Shares of common stock of the Company not exceeding 70 shares (The number of shares to be issued upon the exercise of each new share option right shall be one)
If the Company should split its common stock, the number of shares to be issued upon exercise of the new share option rights shall be adjusted in accordance with the following formula, with any fraction of less than one share resulting from this adjustment applicable to new share option rights that have not been exercised to be rounded down.
Number of shares after adjustment = Number of shares before adjustment X Exercise price before adjustment/Exercise price after adjustment
(3) Total number of new share option rights to be issued
Not to exceed 70 (However, in the event an adjustment is made to the number of shares issued in accordance with clause (2), the same adjustment shall apply.)
(4) Persons to whom new share option rights shall be allocated
Four Company Board Members (hereinafter referred to as Qualified Persons).
(5) Issue price of new share option rights
No consideration shall be paid.
(6) Date new share option rights are to be issued
April 28, 2005
(7) Amount to be paid upon the exercise of new share option rights
\125,182 is to be paid upon the exercise of each new share option right.
In the event that the Company should split its common stock or issue new shares at a price less than the market price, the exercise price shall be subject to adjustment in accordance with the following formula, and fractions of less than \1 shall be rounded up to \1.
(8) Total issue price of common stock issuable upon the full exercise of new share option rights
\8,762,740
(9) Term during which new share option rights can be exercised
From June 25, 2006 through June 24, 2008
(10) Conditions for the exercise of new share options rights
a) A Qualified Person must be a Board Member or employee of the Company or one of its subsidiaries at the time of exercising the new share option rights.
b) If a Qualified Person dies, his or her legal heir may exercise the new share option rights.
c) Qualified Persons may not sell, transfer, pledge, or otherwise dispose of their share option rights.
d) In the event that the daily closing price of the Companyfs common stock on the Tokyo Stock Exchange exceeds \205,000, Qualified Persons shall exercise their new option rights within 15 business days following this date or their new share option rights shall be forfeited, regardless of stipulations in clause (9) referring to the term in which new share option rights can be exercised.
e) Other terms and conditions for the exercise of new share option rights shall be stipulated in the contract for granting new share option rights, which is executed between the Company and the Qualified Person as specified based on a resolution of the General Meeting of Shareholders and a resolution of the Board of Directors.
(11) In the event that a Qualified Person is rendered unable to exercise their new share option rights for reasons outlined in item a) of clause (10), the Company shall cancel these new share option rights without consideration.
(12) Transfer of new share option rights
The approval of the Companyfs Board of Directors is required for the transfer of new share option rights.
(13) Issue of new share option certificates
The Company shall issue new share option certificates only upon the request of Qualified Persons.
(14) Amount of new stock issue price not included in capital upon exercise of new share option rights
\62,591 per share
The amount of stock issue price not included in capital upon the exercise of new share option rights shall be the stock issue price, less the amount included in capital, and the amount included in capital shall be half the stock issue price. Fractions of less than \1 shall be rounded up to \1. However, treasury stock held by the Company that is transferred in lieu of issuing new stock will not be capitalized.
(15) Starting date for the calculation of profit and interest dividends for new stock issued via the exercise of new share option rights
The starting date for the calculation of initial dividends and mid-term dividends for new stock issued via the exercise of new share option rights shall be April 1 when rights are exercised between April 1 and September 30 and October 1 when rights are exercised between October 1 and March 31.
