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Notice Concerning Stock Options



Tokyo, May 26, 2005\Impress Holdings, Inc. (TSE: 9479), announced that at the Board of Directors Meeting held today, a proposal was submitted seeking approval for the issue of new share option rights to be allocated as stock options pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code of Japan. A formal decision on this proposal will be made at the 13th Ordinary General Shareholders Meeting held on June 24, 2004.

1. Reason for the issue of new share option rights under particularly favorable conditions
New share option rights are to be allocated at no charge to select Board Members and employees of the Company, its subsidiaries, and companies with which we do business, as an incentive to improve the performance of the Company and its subsidiaries.

2. Terms of the issue of new share option rights
(1) Persons to whom new share option rights shall be allocated
Select Board Members and employees of the Company, its subsidiaries, and companies with which we do business, and, based on the advice of a consultant or in line with a Company mandate, select individuals with which the Company or its subsidiaries have business relationships (hereinafter referred to as Qualified Persons).

(2) The class and number of shares to be issued upon exercise of new option rights Shares of the common stock of the Company not exceeding 2,000 shares

If the Company should split or consolidate its common stock, the number of shares to be issued upon the exercise of the new share option rights shall be adjusted according to 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 Ratio of stock split or consolidation

(3) Total number of new share option rights to be issued
Not to exceed 2,000
The number of shares to be issued upon the exercise of each new share option right shall be one. 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) Issue price of new share option rights
No consideration shall be paid.

(5) Amount to be paid upon the exercise of new share option rights
The amount to be paid upon the exercise of one new share option right shall be equal to the price of one share of stock (hereinafter referred to as the Exercise Price), multiplied by the number of shares to be issued per one new share option right.
    The Exercise Price shall be determined by calculating the average daily closing price of the Companyfs common stock on the Tokyo Stock Exchange for the month prior to the month in which the new share option right was issued (exclusive of days in which there is no trading) and multiplying this value by 1.02 (fractions of less than \1 shall be rounded up to \1).
    However, if the price is less than the latest closing price on the date of issue (the last closing price immediately preceding the date of the new share option right issue on which a closing price is quoted), the latest closing price shall apply.
    In the event that the Company should split or consolidate its common stock, the Exercise Price shall be adjusted according to the following formula, and fractions of less than \1 shall be rounded up to \1.

Exercise price
after adjustment
Exercise price
before adjustment

Number of
outstanding
shares

Number of new
shares issued
Amount paid
per share
x
+
= x Share price before stock split and/or issue of new shares
Number of outstanding shares + Increase in number of new shares issued due to stock split and/or new share issue

(6) Term during which new share option rights can be exercised
From June 25, 2007, through June 25, 2015

(7) Conditions for the exercise of new share options rights
a) If a Qualified Person dies, his or her legal heir may exercise the new share option rights.
b) Qualified Persons may not sell, transfer, pledge, or otherwise dispose of their new share option rights.
c) 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.

(8) Retirement of new share option rights
In the event that a person who received an allocation of new share option rights fails to exercise the new share option rights in accordance with the contract for granting new share option rights, the Company shall cancel such new share option rights without consideration.

(9) Transfer of new share option rights
The approval of the Companyfs Board of Directors is required for the transfer of new share option rights.


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