November 22, 2018
To Whom It May Concern
Company Name:
Representative:

Listing:
Securities Code:Inquiries:

Telephone:

YONDOSHI HOLDINGS INC.
Saishi Kimura
Chairman and Representative Director,CEOFirst Section, Tokyo Stock Exchange
8008
Masahiko Nishimura
Director and Executive Officer responsiblefor Finance+81-3-5719-3429

Notice Concerning Decision of the Details of the Stock Compensation PlanYONDOSHI HOLDINGS INC. (“YONDOSHI HOLDINGS” or “the Company”) hereby announces that theCompany, in the Company’s board of directors meeting held on April 9, 2018, adopted a resolution on revision of
its officer compensation plan, abolition of the officer retirement benefits plan, and introduction of a Stock
Compensation Plan (hereinafter, the “Plan;” the trust agreement concluded with Resona Bank, Limited regarding
the Plan is hereinafter referred to as the “Trust Agreement.” Furthermore, the trust established based on the Trust
Agreement is hereinafter referred to as the “Trust”) with the directors (excluding directors who are audit andsupervisory committee members) and the directors who are audit and supervisory committee members (excludingoutside directors) of the Company and the directors and corporate auditors (excluding outside corporate auditors)of the major group companies of the Company (hereinafter, “Eligible Subsidiaries;” hereinafter the Company andEligible Subsidiaries are collectively referred to as “Eligible Companies”) as the eligible persons, a proposal on thePlan was resolved in the Company’s 68th General Meeting of Shareholders held on May 17, 2018 and the Eligible
Subsidiaries’ respective General Meetings of Shareholders held by the end of May 2018 (hereinafter the General
Meetings of Shareholders of the Company and the Eligible Subsidiaries are collectively referred to as the “GeneralMeetings of Shareholders”), and now the Company has decided the details of the “Trust” as follows.
Note that the plan has been changed regarding “Date of conclusion of the Trust Agreement,” “Date of funds tobe contributed to the trust” and “Trust period” as a result of reviewing the preparation period for establishment ofthe Trust and the eligible persons, etc.
1. Outline of the Plan
(1) Name(2) Entrustor: Shares Grant Trust for Officers: The Company(3) Trustee: Resona Bank, Limited(Re-trust trustee: Japan Trustee Services Bank, Ltd. (trust account))(4) Beneficiaries: Eligible persons who fulfill certain beneficiary requirements(5) Trust administrator: A third party having no vested interest with the Company(6) Date of conclusion of the : November 28, 2018
Trust Agreement(7) Date of funds to be: November 28, 2018
contributed to the trust(8) Trust period: From November 28, 2018 – termination of the trust
2. Details of the Acquisition of the Company’s Shares in this Trust(1) Class of shares to be: Common shares of the Companyacquired(2) Total number of shares: 50,000 sharesto be acquired(3) The amount to becontributed to the trust
as funds for shareacquisition and the trust
fees/trust expenses(4) Method of acquiring theshares(5) Dates of acquisition ofthe shares: 140 million yen: Acquisition from the trading market (including off-floor trading): November 29, 2018 – December 20, 2018 (planned)(i)ResolutionofGeneral<Outline of the Mechanisms of the Plan> Meeting of Shareholders of theCompany[Entrustor]
The Company(iv) Payment for the shares(iii) Establishment of trust(iv) The Company’sshares(iv) The Company’s shares(iv) Payment for the sharesStock market(ii) Establishment of officer share grant rules[Trustee]
Resona Bank
[Re-trust trustee]
Japan Trustee Services Bank, Ltd.

[Beneficiaries]
Directors, etc.

(vi) Granting of theCompany’s shares(v) Non-exercise of votingrights[Trust administrator](i) The Eligible Companies will obtain approval on officers’ compensations in relation to the introductionof the Plan in the General Meetings of Shareholders for each of the Eligible Companies.
(ii) The Eligible Companies will establish the officer share grant rules pertaining to the content of the Planfor each of the Eligible Companies.
(iii) The Company will entrust funds within the scope for which approval was received in the Company’sGeneral Meeting of Shareholders in the above (i), and establish the trust with the eligible persons of
the Plan as the beneficiary candidates (hereinafter, the “Trust”). Note that the Company may entrust
additional funds within the above scope.
(iv) The Trust will acquire the Company’s shares from the Company (disposal of treasury stock) or thestock market by using the funds entrusted under the above (iii). However, the method of acquisition
from the disposal of treasury stock of the Company shall not be used for the initial acquisition.
(v) Voting rights of the Company’s shares in the Trust shall not be exercised throughout the trust period.
(vi) Under the provisions of the officer share grant rules in the above (ii), during the trust period, the eligible
persons of the Plan will be given points depending on their position, responsibilities, and term of office,etc. A number of the Company’s shares based on the points given will be granted to eligible persons
who fulfill certain beneficiary requirements stipulated in the officer share grant rules, such as time ofretirement. However, in the case that the directors, etc. fulfill the requirements stipulated in the officer
share grant rules, the Company may grant funds equivalent to the market value of the Company’s
shares instead of the grant of the Company’s shares for a certain percentage of the points.
End