Notice to issue Stock Acquisition Rights Tokyo, Japan- 22 November 2017: Sosei Group Corporation ("Sosei"; TSE Mothers Index: 4565) announced today that Sosei Group Corporation (the "Company") resolved at a meeting of its Board of Directors held to issue the Stock Acquisition Rights as stock options to the employees of the Company and its subsidiary as follows pursuant to the provisions of Articles 236, 238 and 240 of the Companies Act.
  1. The purpose and reason for the offering of the Stock Acquisition Rights

    The Stock Acquisition Rights (the "Rights") will be issued as stock options to the employees of the Company and its subsidiary in order to enhance their motivation and commitment to raise the corporate value in the medium and long term, to improve morale and to secure excellent human resources.

  2. Terms and conditions of the Stock Acquisition Rights (the 34th Series)
1. Name of the Stock Acquisition Rights

The 34th Series Stock Acquisition Rights of Sosei Group Corporation

  1. Number of Stock Acquisition Rights to be Issued

    11

    The above number of the Rights is the planned allotment number. If the total number of the Rights to be allotted decreases due to non-subscription by eligible individuals or for other reasons, the total number subscribed shall be the total number of the Rights to be issued.

    The total number of shares to be delivered upon exercise of the Rights shall be 1,100 shares. If the number of shares granted with respect to the Rights is adjusted in accordance with clause 4 (1) below, a number obtained by multiplying the total number of shares granted after adjustment by the total number of the Rights shall be the aggregate number of shares to be delivered upon exercise of the Rights.

  2. Cash Payment in Exchange for Stock Acquisition Rights

Payment of cash is not required in exchange for the Rights. The Rights are issued

as incentive compensation and the conditions of no cash payment do not constitute the issue with particularly favorable conditions to the persons who will subscribe for the Rights.

  1. Details of Stock Acquisition Rights
    1. Class and Number of Shares to be Issued upon Exercise of Stock Acquisition Rights The class of shares to be issued upon exercise of the Rights shall be shares of common stock of the Company, and the number of shares to be issued for each share

      option (the "Number of Shares Granted") shall be 100 shares.

      If, after the date of allotment of the Rights (the "Allotment Date"), the Company conducts a stock split (including any allotment of shares without contribution; the same shall apply hereinafter) or a stock consolidation, the Number of Shares Granted shall be adjusted according to the following formula. Such adjustment shall only be made with respect to the number of shares subject to unexercised Stock Acquisition Rights, with any fractional shares resulting from such adjustment rounded down to the nearest whole share.

      Number of Shares Granted after adjustment =

      Number of Shares Granted before adjustment × Stock split (or consolidation)

      ratio

      The Number of Shares Granted after adjustment shall apply on and after the next day of the record date (if no record date is fixed, the effective date) of stock split or on and after the effective date of stock consolidation.

      Furthermore, if, after the Allotment Date, the Company conducts a merger, company split or capital reduction, or in any other case similar thereto where an adjustment in the Number of Shares Granted is required, the Company shall adjust the Number of Shares Granted as appropriate.

    2. Value and Calculation Method of Assets to be Contributed upon Exercise of Stock Acquisition Rights

      The value of the assets to be contributed upon exercise of the Rights shall be the

      amount obtained by multiplying the amount to be paid for each share of common stock

      to be delivered upon the exercise of the Stock Acquisition Rights (the "Exercise Price") by the Number of Shares Granted.

      The Exercise Price shall be an average of the closing prices of the shares of common stock of the Company in the regular trading on the Tokyo Stock Exchange ("TSE") on the five (5) trading dates immediately preceding the Allotment Date (excluding the date on which there is no closing price).

      If, after the Allotment Date, the Company conducts any of the following, the Exercise Price shall be adjusted accordingly.

      1. In case of a stock split or consolidation the Exercise Price shall be adjusted according to the following formula, with any amount less than one yen resulting from the adjustment rounded up to the nearest yen.

        Exercise Price after adjustment =

        Exercise Price before adjustment ×

        1

        Stock split or consolidation ratio

      2. In case the Company issues new shares of common stock or disposes of treasury stock at a price below the market price of its common stock (except in the cases of the issue of new shares and disposal of treasury shares based on the exercise of the Rights, and the transfer of treasury shares due to a share exchange), the Exercise Price shall be adjusted according to the following formula, with any amount less than one yen resulting from the adjustment rounded up to the nearest yen.

        Exercise price after adjustment =

        Number of outstanding

        Number of

        newly issued × shares

        Amount to be paid per share granted

        Exercise price before

        shares

        × +

        Market price per share before issue of new shares

        adjustment

        Number of outstanding shares + Number of newly issued shares

        In the formula above, the "Market price per share" shall be the average of the closing prices of the shares of common stock of the Company in the regular trading on the Tokyo Stock Exchange for the thirty (30) consecutive trading days (excluding days on which there is no such closing price) commencing forty-five

        (45) trading days immediately before the date on which the Exercise price after adjustment shall be applied (any fraction less than one (1) yen arising as a result of such calculation shall be rounded off to one decimal place), and the "Number of outstanding shares" is the total number of shares of The Company's common stock minus the number of treasury shares of common stock. If the treasury shares are disposed, "Number of newly issued shares" shall be replaced with "Number of treasury shares to be disposed of," and "Amount to be paid per share granted" shall be replaced with "Selling price per share" in the above formula. Exercise price after adjustment shall apply on and after the next day of the record date (if no record date is fixed, the effective date) of the stock split, on and after the effective date of the stock consolidation, or on and after the next day of the payment date (if the payment period is fixed, the last day of the payment period) (if a record date is fixed, on and after the next day of the record date) of the issue or disposal of shares at a price below the market price of the common stock of the Company.

      3. In case where the Company is a surviving company in absorption-type merger or a succeeding company in absorption-type company split or a parent company in share exchange or in other similar cases where the adjustment of the Exercise Price is necessary, the Exercise Price shall be adjusted as appropriate and to the extent reasonable.

      4. Exercise Period of Stock Acquisition Rights

        The period during which the Rights may be exercised (the "Exercise Period") shall be the period beginning on December 1, 2020 and ending on October 29, 2027 (or the preceding banking day if October 29, 2027 is a bank holiday). Provided, however, that the Rights may be exercised even before the first day of the Exercise Period, on and after November 25, 2019, if there is a change of the shareholder who holds a majority of the voting rights of all shareholders of the Company during that period (except as a result of the Reorganization set out in clause 7 below).

      5. Conditions for Exercising Stock Acquisition Rights

      6. (i) A Rights Holder may exercise his or her Rights if the closing price of common stock of the Company in the regular trading on the Tokyo Stock Exchange (the "TSE") on December 1, 2020 is one hundred and fifteen percent (115%) or more of the base price. For the purpose of these items, the "base price" means the closing

      Sosei Group Corporation published this content on 22 November 2017 and is solely responsible for the information contained herein.
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