November 17, 2023
Company name: Meiko Network Japan Co., Ltd.
Representative: Kazuhito Yamashita, President & Representative Director
Stock code:
4668 (TSE Prime)
Contact:
Kouyuki Sakamoto, Senior Executive Officer, General
Manager of Corporate Planning Department
Tel. +81-3-5860-2111

Notice of Disposal of Treasury Stock as Restricted Stock to Directors and Executive Officers
Meiko Network Japan Co., Ltd. (the 'Company') hereby announces that, at the meeting of its Board of Directors held on
November 17, 2023, it resolved to dispose of treasury stock as restricted stock (the Disposal of Treasury Stock) as follows.
1. Outline of Dispositions(1) Payment date(2) Type and number of shares to bedisposed of(3) Disposal value(4) Total value disposed(5) Planned allotment(6) Others

December 15, 2023
The Company common shares 6,960 shares
696 yen per share
4,844,160 yen
The Company Directors* 5people: 4,800 shares
The Company 6 Executive Officers: 2,160 shares*Excluding outside directors and directors who are Audit andSupervisory Committee members.
As the total amount of disposal of treasury stock is less than 10
million yen, no securities registration statement or securities noticeunder the Financial Instruments and Exchange Act has been
submitted.

2. Purpose and reason of the disposition
At the Board of Directors meeting held on October 26, 2023, our company resolved to introduce a newcompensation plan for our directors, including those who will be appointed in the future (excluding outside
directors and directors serving on the Audit and Supervisory Committee; hereinafter referred to as 'eligible
directors'). The purpose of this new plan, referred to as the Restricted Stock Compensation Plan (hereinafter 'thePlan'), is to provide additional incentives for our directors to continuously enhance the sustainable improvementof our company's corporate value and further promote value-sharing with our shareholders. Furthermore, at the39th Regular General Meeting of Shareholders held on November 17, 2023, based on the Plan, the Company has
obtained approval to provide monetary compensation claims to eligible directors, within the existing monetarycompensation framework for current directors, as tangible assets for the issuance of restricted stock. The approved
monetary compensation for eligible directors is within the range of up to 50 million yen annually. Additionally,
the approved restricted period for the transfer of restricted stock extends from the issuance date until the date on
which the eligible director loses the position as a director of the Company or any other position specified by theCompany's Board of Directors.
The Company has introduced a transfer restricted stock granting system generally similar to this system forexecutive officers (hereinafter referred to as "eligible persons" in conjunction with the eligible directors) subject
to the approval of the General Meeting of Shareholders on the decision of remuneration for granting transfer
restricted shares to the eligible directors as described above.

An overview of this system is as follows.
<Overview of the System>
All monetary compensation claims (in the case of executive officers, monetary claims; the same shall applyhereinafter) paid by the Company under the Plan shall be paid in as property for contribution in kind, and theCompany's common shares shall be issued or disposed of.
The total number of shares of common stock of the Company to be issued or disposed of by the Plan shall beno more than 70,000 shares per year, and the amount to be paid per share shall be determined by the Board ofDirectors on the basis of the closing price of the Company's common stock on the Tokyo Stock Exchange on thebusiness day prior to the date of resolution of the Board of Directors (if a transaction has not been consummatedon that date, the closing price on the most recent trading day prior to that date) to the extent that it is not particularly
advantageous for the persons to be allocated.
In addition, in issuing or disposing of the Company's common shares under the Plan, the Company shall enter
into a transfer restricted share allotment agreement between the Company and the recipients of the allotment,
which shall include the following:i.
No transfer, security interest or other disposition of the common shares of the Company to which theallotment has been made for a predetermined period.
ii.
The Company will acquire the common shares at no charge upon the occurrence of certain events.
Taking into consideration the objectives of the Plan, the performance of the Company, the scope of theresponsibilities of each target person and other various circumstances, the Company has recently resolved to granta total of 6,960 shares of the Company common stock (hereinafter referred to as "Allotment Shares") with the sumof monetary compensation receivable to the Company to be granted to 5 directors and 6 executive officers
4,844,160 yen as the purpose of contribution in kind (the amount of monetary compensation receivable to becontributed per share for subscription is 696 yen) based on the resolution of the Board of Directors meeting held
today.
<Overview of Restricted Stock Allocation Agreement>
The Company and the eligible persons will enter into individual restricted share allotment contracts, which aresummarized below.
(1) Restriction Period on Transfer
The eligible persons may not transfer or mortgage or otherwise dispose of the Allotment Shares during theperiod from December 15, 2023 (payment date) to the day on which he or she loses the position as a directorof the Company (in the case of the eligible persons as a corporate officer, to the day on which he or she loses
the position as an employee of the Company [in the case of reemployment after mandatory retirement, theday on which he or she loses the position as a result of such reemployment]).
(2) Termination Conditions of Restriction on Transfer
During the period from December 15, 2023 (payment date) to the conclusion of the Ordinary General
Meeting of Shareholders for the fiscal year ended August 31, 2024 (in the case of executive officers, theperiod from September 1, 2023 to August 31, 2024; hereinafter the "Service Period"), eligible persons willcontinue to be in the position of directors of the Company (in the case of executive officers, the position ofemployees of the Company) (hereinafter the "Principal Position"), and at the expiration of the Restriction
Period, the transfer restrictions will be lifted with respect to all of the Allotted Shares. Provided, however,that in the event the Target loses his or her position due to death or for any other reason deemed justifiableby the Board of Directors of The Company during the Service Period, the Restriction on Transfer shall beterminated with respect to all the Allotment Shares at the expiration of the Restriction on Transfer.
(3) Free acquisition by the Company
The Company will naturally acquire Allotment Shares for which the Restriction on Transfer has not been
terminated at the time of expiration of the Restriction on Transfer or at such other time as may be specified
in the contract without charge.

(4) Management of shares
The Allotment Shares shall be managed in the Exclusive Account for Shares with Restriction on Transfer
opened by the eligible persons to Daiwa Securities Co., Ltd. during the Restriction on Transfer in order toprevent the transfer, establishment of security interest, or any other disposition during the Restriction onTransfer.
(5) Treatment in organizational restructuring, etc.
If, during the Restriction Period on Transfer, matters related to the merger contract in which the Companybecomes a non-surviving company, the share exchange contract in which the Company becomes a wholly
owned subsidiary, the share transfer plan, and other organizational restructuring are approved at the general
meeting of shareholders of the Company (provided, however, that in the event that the relevant organizational
restructuring does not require approval at the general meeting of shareholders of the Company, the Board of
Directors of the Company), the Restriction on Transfer shall be terminated with respect to all of the Allotted
Shares at the time immediately prior to the business day prior to the effective day of the organizational
restructuring, etc., by a resolution of the Board of Directors.
3. Basis for calculating the amount to be paid and the specific contents thereof
The disposal of treasury stock is conducted using monetary compensation claims paid to the planned allotment
counterparties under the Plan as investment assets. The paid-in value is set at 696 yen, which is the closing priceof the Company's common stock on the Tokyo Stock Exchange on November 16, 2023 (the business day prior to
the resolution date of the Board of Directors meeting) in order to eliminate arbitrary considerations. This is themarket stock price immediately prior to the date of resolution of the Board of Directors. In circumstances where
there are no special circumstances indicating that the Company cannot rely on the latest stock price, the Companybelieves that this is a reasonable one that appropriately reflects the corporate value of the Company and does not
fall under the category of a value that is particularly favorable to the subject.