(Translated)
June 26, 2024
To whom it may concern
Company: ITOHAM YONEKYU HOLDINGS Inc.
Representative: Isao Miyashita, President and Representative Director(Tokyo Stock Exchange, Prime Market, Securities Code: 2296)
Inquiries: Hideaki Shinohara,
General Manager, Public & Investor Relations OfficeTel: +81-3-5723-6889

Notice regarding Disposal of Treasury Stockas Restricted Stock Compensation
ITOHAM YONEKYU HOLDINGS Inc. (the “Company”) hereby announces that the Board ofDirectors resolved at a meeting held today to dispose treasury stock as restricted stock compensation(the “Disposal of Treasury Stock”) as follows.

1.

2.

Outline of Disposal(1) Date of disposal

July 16, 2024

(2)Class and number ofshares to be disposed

17,976 shares of the Company’s common stock(3)

Disposal value

4,280 yen per share(4)

Total disposal value(5)

Planned allottees

76,937,280 yen
Directors*: 4 persons, 7,687 shares
Executive officers: 10 persons, 10,289 shares(* excluding outside directors)

Purpose and Reasons for Disposal
The Company resolved at the Board of Directors held on May 22, 2018 to introduce a
Restricted Stock Compensation Plan (the “Plan") to grant restricted shares to the Company’sdirectors (excluding outside directors) and executive officers to further enhance their motivation
to increase the stock price and the corporate value of the Company, while further sharing risks
and benefits from the stock price fluctuations with the Company’s shareholders. Based on thePlan, the 2nd Ordinary General Meeting of Shareholders held on June 26, 2018 has approved
the following: The maximum aggregate amount of monetary compensation claims that isprovided to the directors (excluding outside directors) to fund the restricted shares under thePlan shall be set within 80 million yen per year, the maximum number of restricted shares
allocated to the directors (excluding outside directors) shall be 100,000 shares per fiscal year,
and restricted period to transfer those shares shall be between 20 to 30 years, with the exact
period to be determined by the Board of Directors.
Today, the Board of Directors resolved to provide monetary compensation claims of76,937,280 yen in total with the planned allottees, specifically the Company’s four directors(excluding outside directors) and 10 executive officers (the “Allottees”), the whole amount of
which shall be considered as in-kind contribution by the Allottees, and to allocate 17,976 shares

of the Company's common stock as specified restricted shares accordingly. The said restricted
stock compensation corresponds to the period starting from the 8th Ordinary General Meeting ofShareholders till the 9th Ordinary General Meeting of Shareholders to be held in June 2025 forthe directors and the Company’s 9th fiscal year (April 1, 2024 to March 31, 2025) for theexecutive officers. The amount of the monetary compensation claims for each Allottee isdetermined based on comprehensive factors, such as the extent of the contribution by each tothe Company. Besides, the monetary compensation claims are subject to signing a Restricted
Stock Compensation Agreement (the “Stock Compensation Agreement”) between each Allottee
and the Company, which is as outlined below.
Further, the transfer restricted period has been set as 30 years to realize the purpose of thePlan over the longest period possible. That is to further enhance their motivation to increase thestock price and the corporate value of the Company, while further sharing risks and benefits
from the stock price fluctuations with the Company’s shareholders.
3.

Overview of Stock Compensation Agreement(1) Transfer Restricted Period
July 16, 2024 to July 15, 2054
During the transfer restricted period as specified above (the “Restricted Period”), therestricted shares that have been allocated to the Allottees (the “Allocated Shares”) may not betransferred, pledged, assigned, gifted, bequeathed, or otherwise disposed of to third parties(the “Restrictions”).
(2) Free Acquisition of Restricted Shares by the Company
If an Allottee has resigned from any position as a director or executive officer of theCompany prior to the day before the first Company’s Ordinary General Meeting ofShareholder (or the day before the first fiscal year-end in case of the executive officer) since
the beginning of the Restricted Period, the Company shall acquire his or her Allocated Shares
free of charge as a matter of course at the time of losing the position, unless there is alegitimate reason as accepted by the Board of Directors (e.g. the expiration of the term ofoffice).
In case there is any Allocated Shares for which the Restrictions remain at the time theRestricted Period expires (the “Expiry of Restricted Period”) due to a provision set forth in(3) below, the Company shall acquire such Allocated Shares at the time immediately after theExpiry of Restricted Period, free of charge as a matter of course.
(3) Lifting of Restrictions
Upon the Expiry of Restricted Period, the Company shall lift the Restrictions on all theAllocated Shares each Allottee holds at that point, provided that the Allottee has retained theposition either as a director or executive officer of the Company from the beginning of theRestricted Period through the date of the first Ordinary General Meeting of the Shareholders(or through the first fiscal year-end in case of the executive officer) since the beginning of theRestricted Period. However, in case the Allottee is to lose any position as a director or
executive officer of the Company before the Expiry of Restricted Period for a legitimate
reason as accepted by the Board of Directors (e.g. the expiration of the term of office), theCompany shall lift the Restrictions immediately after leaving the position for those AllocatedShares as computed below; the number of months counted from July 2024 (or April 2024 incase of the executive officer) through the month of leaving, which is divided by twelve (if thenumber exceeds one, it shall be one), then multiplied by the number of Allocated Shares thatthe Allottee holds at that point (if the result makes any fraction less than one share, it shall be
rounded down).
(4) Administration of Shares
The Allottees shall complete the process of opening accounts with SMBC Nikko Securities
Inc. to register and record the Allocated Shares in a way designated by the Company. They
shall hold and maintain the Allocated Shares in these accounts until the Restrictions arelifted.
(5) Treatment in the event of Reorganization, etc.
If, during the Restricted Period, a merger agreement in which the Company becomes thedissolving company, a share exchange agreement or a share transfer plan under which theCompany becomes a wholly-owned subsidiary of another company, or any other proposal
related to reorganization, etc. was approved by the General Meeting of Shareholders of theCompany (or by the Board of Directors in case it does not require approval of the General
Meeting of Shareholders), hereinafter “Approval of Reorganization, etc.,” (This is applicable
only when such reorganization, etc. is to take effect before the Expiry of Restricted Period.),
and if the Allottees are to lose any position as the directors or executive officers following theevent, the Board of Directors shall resolve to lift the Restrictions for those Allocated Sharesas computed below, at the timing immediately preceding the business day before effective
date of the reorganization, etc. Those shares are based on the number of months counted from
July 2024 (or April 2024 in case of the executive officer) through the month of its approval,
which is divided by twelve (if the number exceeds one, it shall be one), then multiplied by
the number of Allocated Shares that Allottees hold as of its approval date (if the result makes
any fraction less than one share, it shall be rounded down).
Upon Approval of Reorganization, etc., the Company shall acquire any of applicable
Allocated Shares, free of charge as a matter of course, on the business day before effective
date of the reorganization, etc. for which the Restrictions have yet to be lifted as of the day.
4.

Basis of Calculation of Payment Amount and Specific DetailsThe disposal value for the Disposal of Treasury Stock shall be 4,280 yen per share, theclosing price of the Company’s common stock on the Tokyo Stock Exchange as of the business
day immediately before the resolution date at the Board of Directors (June 25, 2024), to avoid
arbitrary decision on the value. It represents the stock’s market price immediately preceding theresolution date at the Board of Directors, which the Company deems to be reasonable and notparticularly favorable.