Notification Regarding Issuing of Stock Options to Directors

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Tokyo, May 17, 2007 − Impress Holdings, Inc. (TSE: 9479) today announced that the company’s Board of Directors today passed a resolution to issue stock options (rights to subscribe for new shares) to directors as per Article 239.1 of the Corporation Law and based on the approval of the 14th Ordinary General Meeting of Shareholders held on June 24, 2006. The specific details and requirements of the resolution are as follows.

Details

[Overview of Issuance of No. 10 Rights to Subscribe for New Shares]

1.　Reason for issuing rights to subscribe for new shares
　Rights to subscribe for new shares are to be granted gratis as stock options to three directors in order to provide encouragement and incentive to directors to achieve growth in earnings, and through their management efforts, to create gains for all shareholders in the form of increased corporate value.

2.　Details and number of rights to subscribe for new shares (“stock options”)

• (1)Type and number of shares represented by stock options, and calculation methods 910 ordinary shares (with one stock option representing one share)　 In the event the Company carries out a stock split or reverse stock split, the following calculation method will be used adjust the number of shares. However, this calculation will be applied only to those stock options that have not been exercised at that time, and any units of less than one share resulting from the adjustment will be disregarded.
  
  

  Adjusted no. of shares

  =

  No. of shares prior to adjustment

  X

  Stock split or reverse stock split ratio

  
  　In addition, if the Company enters into a merger or spinoff after the date on which the stock options are issued and these stock options remain in place, and it becomes necessary to adjust the above number of shares, the number of shares shall be adjusted using a rational method and formula.
• 
  (2) Total number of stock options
  910 options
  　However, in the event the number of shares is adjusted as per the preceding Subsection (1), the number of stock options will be adjusted using the same formula.
• 
  (3) Value of the property to be contributed upon exercising stock options (exercise price) and calculation method
  29,903 yen (per option)
  　This represents the average closing price of the Company’s shares in ordinary trading at the Tokyo Stock Exchange for each day of the month of April 2007, multiplied by 1.02 (with amounts of less than one yen rounded up to the nearest yen).
  　In the event the Company carries out a stock split or reverse stock split, the exercise price shall be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen.

  Adjusted exercise price

  =

  Exercise price prior to adjustment

  X

  1                         Stock split or reverse stock split ratio

  
  　In addition, in the event the Company issues new shares or retires treasury stock shares at a price less than the market price (excluding the exercise of stock options), the exercise price shall be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen.
  

  Adjusted exercise price	=	Exercise price prior to adjustment	X	No. of shares newly issued + No. of shares newly issued x exercise      price per share         Share price prior to new issue
  				No. of shares previously issued + Increase in no. of shares from new issue

• 
  (4) Exercise period for stock options
  From June 25, 2008, until June 24, 2010.
• 
  (5) Items related to increases to capital and capital reserve when shares are issued for the exercise of stock options
  
  • (1) The amount of capital increase when shares are issued for the exercise of stock options shall be one-half of the maximum amount of capital increase calculated as per Article 40.1 of the Company’s accounting policies, with amounts of less than one yen resulting from the calculation rounded up to the nearest yen.
  　　
  • (2) The amount of increase to the capital reserve when shares are issued for the exercise of stock options shall be the amount remaining after subtracting the amount of capital increase calculated as per the preceding Subsection (1).
• 
  (6) Requirement of Company approval for acquisition of stock options via transfer
  The acquisition of stock options via transfer requires the approval of the Board of Directors.
• 
  (7) Conditions for the exercise of stock options
  
  • (1)In the event a holder of stock options dies, their legal heir may exercise those stock options.
  • (2) Recipients of stock options may not sell, pledge or otherwise dispose of their stock option rights.
  • (3) Other conditions shall be determined as per the contract regarding stock option allocations to be concluded between the Company and the recipient of stock options, based on the approval of a general meeting of shareholders and this resolution of the Board of Directors.
• 
  (8) Issuing of stock option certificates The Company will issue stock option certificates nly upon the request of the recipient of a stock option allocation.

3.　Amount to be paid for stock options, calculation method, and non-requirement of payment.
Gratis

4.　Stock option application date
May 18, 2007

5. Stock option allotment date
May 21, 2007

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[Overview of Issuance of No. 10 Rights to Subscribe for New Shares]

1.　Reason for issuing rights to subscribe for new shares
　Rights to subscribe for new shares are to be granted gratis as stock options to three directors in order to provide encouragement and incentive to directors to achieve growth in earnings, and through their management efforts, to create gains for all shareholders in the form of increased corporate value.

2.　Details and number of rights to subscribe for new shares (“stock options”)

(1)Type and number of shares represented by stock options, and calculation methods 230 ordinary shares (with one stock option representing one share)
　In the event the Company carries out a stock split or reverse stock split, the following calculation method will be used adjust the number of shares. However, this calculation will be applied only to those stock options that have not been exercised at that time, and any units of less than one share resulting from the adjustment will be disregarded.

Adjusted no. of shares

=

No. of shares prior to adjustment

X

Stock split or reverse stock split ratio

　In addition, if the Company enters into a merger or spinoff after the date on which the stock options are issued and these stock options remain in place, and it becomes necessary to adjust the above number of shares, the number of shares shall be adjusted using a rational method and formula.

• (2)　Total number of stock options
  230 options
  　However, in the event the number of shares is adjusted as per the preceding Subsection (1), the number of stock options will be adjusted using the same formula.
• 
  (3)　Value of the property to be contributed upon exercising stock options (exercise price)
  and calculation method
  29,903 yen (per option)
  　This represents the average closing price of the Company’s shares in ordinary trading at the Tokyo Stock Exchange for each day of the month of April 2007, multiplied by 1.02 (with amounts of less than one yen rounded up to the nearest yen). 　In the event the Company carries out a stock split or reverse stock split, the exercise price shall be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen.

Adjusted exercise price

=

Exercise price prior to adjustment

X

1                         Stock split or reverse stock split ratio

　In addition, if the Company enters into a merger or spinoff after the date on which the stock options are issued and these stock options remain in place, and it becomes necessary to adjust the above number of shares, the number of shares shall be adjusted using a rational method and formula.

Adjusted exercise price	=	Exercise price prior to adjustment	X	No. of shares previously issued + No. of shares newly issued x exercise    price per share      Share price prior to new issue
				No. of shares previously issued + Increase in no. of shares from new issue

(4)　Exercise period for stock options
From June 25, 2008, until June 24, 2016.

(5)　Items related to increases to capital and capital reserve when shares are issued for the exercise of stock options


• (1) The amount of capital increase when shares are issued for the exercise of stock options shall be one-half of the maximum amount of capital increase calculated as per Article 40.1 of the Company’s accounting policies, with amounts of less than one yen resulting from the calculation rounded up to the nearest yen.
• (2) The amount of increase to the capital reserve when shares are issued for the exercise of stock options shall be the amount remaining after subtracting the amount of capital increase calculated as per the preceding Subsection (1).
• 
  (6)　Requirement of Company approval for acquisition of stock options via transfer
  The acquisition of stock options via transfer requires the approval of the Board of Directors.
• 
  (7) Conditions for the exercise of stock options
  
  • (1) In the event a holder of stock options dies, their legal heir may exercise those stock options.
  • (2) Recipients of stock options may not sell, pledge or otherwise dispose of their stock option rights.
  • (3) Other conditions shall be determined as per the contract regarding stock option allocations to be concluded between the Company and the recipient of stock options, based on the approval of a general meeting of shareholders and this resolution of the Board of Directors.
• 
  (8) Issuing of stock option certificates
  The Company will issue stock option certificates only upon the request of the recipient of a stock option allocation.

3.　Amount to be paid for stock options, calculation method, and non-requirement of payment.
Gratis

4.　Stock option application date
May 18, 2007

5.　Stock option allotment date
May 21, 2007