NEWS

We hereby announce that at the meeting of the Board of Directors held on June 26, 2024, its Board of Directors resolved to dispose of the Company’s treasury stock as restricted stock remuneration (hereinafter the “Disposal of Treasury Stock” or “Disposal”) as follows.

1. Overview of the Disposal of Treasury Stock

(1) Disposal date: July 25, 2024

(2) Class and number of shares subject to Disposal: 15,000 shares of common stock of the Company

(3) Disposal price: 3,200 yen per share

(4) Total value of Disposal : 48,000,000 yen

(5) Recipients of the disposal, their numbers, and number of shares to be disposed: Directors of the Board of the Company :　5 directors, 15,000 shares (Excluding Directors who are Audit Committee Directors and Outside Directors)

(6) Other: About this Disposal of Treasury Stock, we submitted of the securities registration statement in accordance with the Financial Instruments and Exchange Act.

2. Purpose and reasons for Disposal

At the 67th Ordinary General Meeting of Shareholders held on June 28, 2022, we received approval to pay monetary claims of up to 90,000,000 yen per year to our Directors (excluding Directors who are Audit Committee Members and Outside Directors; hereinafter referred to as the “Eligible Directors”) as remuneration to be used as contribution assets for the acquisition of restricted stock under the restricted stock remuneration plan (hereinafter referred to as the “System”), with the aim of providing our Directors (excluding Directors who are Audit Committee Members and Outside Directors; hereinafter referred to as the “Eligible Directors”) with an incentive to strive for sustainable improvement of medium- to long-term performance and corporate value, as well as to enhance shareholder-oriented management awareness through further sharing of value with shareholders.

In addition, at the 68th Ordinary General Meeting of Shareholders held on June 28, 2023, it was approved that the transfer restriction period for restricted stocks will be from the date on which the Eligible Directors receive the allotment of the Company’s common stock pursuant to the restricted stock allotment agreement (hereinafter referred to as the “Allotment Agreement”) concluded between the Company and the Eligible Directors to the point immediately after they leave their positions as officers or employees of the Company or its subsidiaries as determined in advance by the Company’s Board of Directors.

The outline of the System is as follows.

Overview of the System

The Eligible Directors will pay all monetary claims provided by the Company under this System as in-kind contributions and will receive the issuance or disposal of the Company’s common stock. In addition, the total number of common stocks issued or disposed of by the Company to the Eligible Directors under this System will be up to 70,000 shares per year, and the payment amount per share will be determined by the Board of Directors within the scope of an amount that is not particularly advantageous to the Eligible Directors who will subscribe to the common stock, based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day preceding the date of each Board of Directors resolution (if no transaction is made on that day, the closing price on the most recent trading day preceding that date).

When issuing or disposing of the Company’s common stock under this System, the Company and the Eligible Directors will enter into the Allocation Agreement, the contents of which include: 1) Eligible Directors will be prohibited from transferring to a third party, creating a security interest on, or otherwise disposing of the Company’s common stock allocated under this Allocation Agreement for a certain period of time, and 2) The Company will acquire the common stock free of charge if certain events occur.

This time, taking into consideration the purpose of the System, the Company’s business performance, the scope of responsibilities of each Eligible Director, and various other circumstances, we have decided to grant monetary claims totaling 48,000,000 yen (hereinafter referred to as the “Monetary Claims”) and 15,000 common shares with the aim of further increasing the motivation of each Eligible Director.

In accordance with the System, in this disposal of treasury stock, the five Eligible Directors to whom the shares are to be allocated will pay in all of their Monetary Claims against the Company as in-kind contributions, and will received a disposition of the Company’s common shares (hereinafter referred to as the “Allocated Shares”). The outline of the Allocation Agreement to be concluded between the Company and the Eligible Directors in this disposal of treasury stock is as set out in 3 below.

3. Summary of the Allocation Agreement

(1) Transfer restriction period

From July 25, 2024 (hereinafter referred to as the “Disposal Date”) to the point immediately after the retirement or resignation of the Director, Executive Officer not concurrently serving as Director, employee, or other equivalent position of the Company.

(2) Conditions for lifting transfer restriction

The transfer restriction will be lifted for all of the Allocated Shares at the expiration of the transfer restriction period, provided that the Eligible Director has continuously served as a Director, Executive Officer not concurrently serving as Director, employee, or other equivalent position of the Company during the period from the date of commencement of duties to the date immediately prior to the conclusion of the first Ordinary General Meeting of Shareholders thereafter (hereinafter referred to as the “Service Period”).

(3) Treatment in the event that an Eligible Director resigns or retires during the Service Period due to the expiration of his/her term of office, reaching the mandatory retirement age, or other legitimate reasons

① Timing of lifting transfer restrictions

If an Eligible Director resigns or retires from his/her position as a director, an executive officer not concurrently serving as a director, an employee, or any other equivalent position of the Company due to the expiration of his/her term of office, reaching the mandatory retirement age, or other legitimate reason (including resignation or retirement due to death), the transfer restrictions will be lifted immediately after the Eligible Director resigns or retires.

② Number of shares subject to lifting transfer restrictions

The number of shares held at the time of such resignation or retirement specified in ①:  by the number of months from the month including disposal date to the month including the date of the resignation or retirement of the Eligible Director, divided by the number of months (12) (if this number exceeds 1, it will be set to 1) and multiplying the result by this number (however, if the calculation results in a fraction less than one unit, such fraction shall be rounded down).

(4) Free acquisition by our company

If an Eligible Director commits a violation of laws or regulations during the Transfer Restriction Period or falls under certain other circumstances specified in the Allotment Agreement, the Company will naturally acquire all Allocated Shares held at that time free of charge. . In addition, the Company will naturally acquire the Allocated Shares for which transfer restrictions are not lifted at the expiration of the transfer restriction period or at the time the transfer restrictions are lifted as specified in (3) above, free of charge.

(5) Treatment in the event of organizational restructuring, etc.

During the Transfer Restriction Period, if a merger agreement in which the Company will be the disappearing company, a share exchange agreement or share transfer plan in which the Company will be a wholly owned subsidiary, or other matters related to organizational restructuring, etc. are approved at the Company’s General Meeting of Shareholders (or at the Company’s Board of Directors meeting in cases where approval at the Company’s General Meeting of Shareholders is not required for such organizational restructuring, etc.), the Company will, by resolution of the Board of Directors, lift the Transfer Restrictions on the number of Allocated Shares held at such time by the number obtained by dividing the number of months from the month including the date of disposal to the month including the date of such approval by the number of months related to the Service Period (12) (if this number exceeds 1, it will be set to 1) and multiplying the result by this number (however, if the calculation results in a fraction less than one unit, such fraction shall be rounded down), as of the time immediately preceding the business day preceding the effective date of the organizational restructuring, etc.

In addition, the Company will automatically acquire all of the Allocated Shares for which the Transfer Restrictions have not been lifted immediately after the Transfer Restrictions are lifted, free of charge.

(6) Management of shares

The Allocated Shares will be managed in a dedicated account opened by the Eligible Directors at Nomura Securities Co., Ltd. during the transfer restriction period so that they cannot be transferred, security interests can be established, or otherwise disposed of during the transfer restriction period. In order to ensure the effectiveness of the transfer restrictions on the Allocated Shares, the Company has entered into an agreement with Nomura Securities Co., Ltd. regarding the management of the accounts of the Allocated Shares held by each Eligible Director. In addition, the Eligible Directors shall agree to the content of the management of the accounts.

4. Basis for calculation of the payment amount and its specific details

This disposal of treasury stock to the intended allottee will be carried out using the monetary claims paid as restricted stock remuneration for the Company’s 70th fiscal year under the Plan as contributed assets. The disposal price will be set at 3,200 yen, which is the closing price of the Company’s common stock on the Prime Market of the Tokyo Stock Exchange on June 25, 2024 (the business day before the date of the Board of Directors’ resolution), in order to eliminate arbitrariness. This is the market price immediately before the date of the Board of Directors’ resolution, and we believe that it is reasonable and not a particularly favorable price.