October 7, 2022
To whom it may concern
Company Name: Avant Group Corporation
Name of Representative: Tetsuji Morikawa, President
and Group CEO(Code: 3836, TSE Prime Market)
Inquiries: Naoyoshi Kasuga, Director and Group CFO(TEL: 03-6388-6739)

Notice of Issuance of New Shares for Delivery of Shares under the
Performance-Based Stock Compensation Plan and Delivery ofRestricted Shares
We hereby announce that our Board of Directors has resolved at a meeting on October 7, 2022 toissue new shares as follows (hereinafter referred to as the "New Share Issue").
1. Outline of Issuance(1) Payment date

October 28, 2022

(2) Class and number of shares to be

Common stock of the Company 20,350 sharesissued(3) Issue price

1,571 per share(4) Total amount of issue price

31,969,850 yen(5) Allottees

One director of the Company 4,216 shares
Total of 15 Corporate Officers of the Company andDirectors of the Company's subsidiaries 16,134 shares(6) Others

A securities registration statement in accordance with
the Financial Instruments and Exchange Act has been
filed for this issuance of new shares.

2. Purpose and Reason for IssuanceThis issuance of new shares is being made in order to deliver shares of the Company's common stock
to the Company's Directors under the performance-based stock compensation plan (I below) and todeliver shares of the Company's common stock as restricted stock to the Company's Corporate
Officers and Directors of the Company's subsidiaries (II below), as follows.
I Delivery of shares to the Company's Directors under the performance-linked stock compensation
plan
The Company resolved at the Board of Directors meeting held on August 22, 2018 to introduce a
performance share unit system under which shares of the Company's common stock will be issued asa medium- to long-term performance-linked stock-based compensation program (hereinafter referred
to as the "Plan") to the Company's directors (excluding outside directors. The same applies hereafter).
At the 26th Ordinary General Meeting of Shareholders held on September 27, 2022, the shareholders
approved the plan, including the following: the amount of monetary compensation claims that theCompany shall deliver to the subject directors as assets contributed in kind under the plan shall be
100 million yen per subject period; the number of shares that the Company shall deliver to the subject
directors under the plan shall not exceed 60,000 shares per director per year and 100,000 shares intotal for all directors per year; and the details of the plan (details are as described below).
This issuance of new shares is made to deliver shares of the Company's common stock to theCompany's directors in accordance with the Plan and in proportion to their performance (stock growthrate) during the subject period from September 2019 to September 2022, and The Company will pay
monetary compensation claims of 13 million yen to one director of the Company, which will becontributed in kind, and 4,216 common shares of the Company will be delivered. Details of the planand the process of calculating the number of shares to be delivered are as follows.
(1) Details of this program(i) Period covered
The period subject to the medium- to long-term performance-linked remuneration ("Subject Period")
The period of the medium- to long-term performance-linked remuneration (the "Subject Period") shallbe three years from the month that includes the date of the Company's annual general meeting ofshareholders in each year.
(ii) Payment Method
After the end of the subject period, the Company's directors will receive monetary compensationcredits to deliver shares of the Company's common stock in proportion to the stock growth rate, which
will be contributed in kind.
(iii) Calculation of the number of shares to be delivered and the base number of shares to be delivered
The number of shares to be delivered shall be the number of shares obtained by multiplying the basenumber of shares to be delivered by the predetermined share delivery ratio. The standard number ofshares to be delivered is calculated by dividing the standard amount of the medium- to long-term

performance-linked remuneration by the closing price (if no trade is recorded on the same day, it
refers to the closing price of the most recent trading day prior to the trade) of the Company's common
stock in ordinary transactions on the Tokyo Stock Exchange on the business day immediately
preceding the date of the resolution of the Board of Directors' meeting (hereinafter referred to as the"Board Resolution to Deliver") to determine the issuance of shares for such delivery or disposal oftreasury stock, to be held within two months after the end of the subject period. If the simple averageof the closing price of the Company's common stock on the Tokyo Stock Exchange in the month ending
the subject period (September after three years) falls below the simple average of the closing priceof the Company's common stock on the Tokyo Stock Exchange in the month beginning the subject
period (September 2019), no monetary compensation claims will be paid to Directors under this planand no Company shares will be delivered to them for such subject period.
(iv) Percentage of shares delivered
The share delivery ratio will be calculated based on the level of the Company's stock growth rate,
which is calculated by dividing the Company's total shareholder return (Total Shareholder Return)
during the subject period by the growth rate of the Tokyo Stock Exchange Stock Price Index (TOPIX)
during the subject period. The specific share delivery ratio and the Company's share growth rate arecalculated as follows
Percentage
sharesofdelivered:(i) If our equity growth rate is less than 100%

: 0 percent(ii) If our stock growth rate is between 100% and: 33% x (our stock growth rate -

(%)
112%

100%) / 12(iii) If our stock growth rate is between 112% and150%

rate - 112%) / 38%.

(iv) If our stock growth rate exceeds 150%

Our Equity GrowthRate: 33% + 67% x (our equity growth: 100%.

Our TSR (Total Shareholder Return) during the subject period=

Growth rate of TOPIX during the period covered(B + C) ÷ A

=

E÷D
A:

Simple average of the closing price of common stock on the Tokyo Stock
Exchange in the month the subject period begins (September of the current year)

B:

Simple average of the closing price of common stock on the Tokyo Stock
Exchange in the month ending the subject period (September of the third year)

C:

Total amount of dividends per share related to the distribution of retained
earnings during the subject periodD:

Simple average of TOPIX for the month in which the period under review started

(September of the current year)
E:

Simple average of TOPIX for the month ending the subject period (September of
3 years later)(v) Adjustment due to reverse stock split, reverse stock split, etc.
If a stock split (including gratis allotment of shares of common stock) or reverse stock split of sharesof common stock of the Company is conducted after September 27, 2022, when the proposal for thePlan is approved at the ordinary general meeting of shareholders of the Company, or if any of thefollowing events necessitates adjustment of the calculation items, the relevant items will be adjusted
to a reasonable extent.
(vi) When the subject director retires due to death, etc.
If an eligible director retires due to death, or if a certain reorganization, etc. of the Company isapproved at a general meeting of shareholders, etc., a cash payment of up to 100 million yen pereligible period will be made in place of the share delivery amount.
(vii) Criteria for granting medium- to long-term performance-linked remuneration to representative
directors
In addition, as the Company's medium- to long-term management strategy calls for an annual growthrate of 18% in operating income, the 25th Annual General Meeting of Shareholders held on September
28, 2021 approved the restriction on the granting of stock compensation to the President andRepresentative Director if the annual growth rate of adjusted net income per share for the three years
to the end of the subject period (CAGR) is less than 18%.

(2) Calculation of the number of shares to be delivered in connection with the Plan out of the issuanceof new shares(i) Period covered
The program will cover a three-year period from September 2019 to September 2022.
(ii) Calculation of the number of shares to be delivered
Standard number of shares to be delivered = Standard amount of medium- to long-term
performance-linked remuneration / Closing price on the business day prior to the Board of Directors
meeting (October 6)= 13 million yen / 1,571 yen = 8,726 shares
Number of shares to be delivered = Standard number of shares to be delivered × Percentage ofshares to be delivered= 8,726 shares × 48.3% = 4,216 shares

(iii) Calculation of share delivery ratio
Total yield of our shareholders during the subject period = (1,405.00+9+11+13) / 978.47 = 146.9
Growth rate of TOPIX during the period covered = 1,922.22 / 1,579.13 = 121.7%.
Our stock growth rate = our shareholders' total return during the subject period / TOPIX growth rateduring the subject period＝147.0% ÷ 121.7% = 120.7
The share delivery ratio will be 48.3%, applying (1)(iii) above.
(iv) Medium- to long-term performance-linked compensation for representative directors
The annual growth rate (CAGR) of adjusted net income per share for the three years to the end of
the subject period is 13.9%. Therefore, the medium- to long-term performance-linked remuneration
under the plan will not be paid to the Representative Director.

II Delivery of shares as restricted stock to the Company's Corporate Officers and directors of theCompany's subsidiaries
At a meeting of the Board of Directors held today, the Company resolved to issue 16,134 shares ofcommon stock of the Company (the "Allotted Shares") to a total of 15 executive officers of theCompany and directors of the Company's subsidiaries (the "Grantees") for the purpose of providing
incentives to continuously improve the corporate value of the Company group and to further promotevalue sharing with the Company's shareholders. In addition, from the viewpoint of encouraging
medium- to long-term and continuous service, we have decided to place a restriction on the transferof these allocated shares, and have set the period for such restriction at approximately three years.
The Subject Officers will pay all of the monetary compensation claims paid to them as assets
contributed in kind and will subscribe for the shares of common stock to be allotted by the Company
through this issuance of new shares. In addition, in connection with the issuance of the new shares,
the Company will enter into a Restricted Share Allotment Agreement with the subject officers, which
will include, in summary, the following details.
＜Restricted Share Allotment Agreement>(1) Restricted period of transfer
The Subject Officers shall not transfer, create a security interest in, or otherwise dispose of the
Allotted Shares during the period from October 28, 2022 (payment date) to September 30, 2025.
(2) Conditions for cancellation of transfer restrictions
On the condition that the Subject Officer has continuously held the position of Corporate Officer or
employee of the Company or Director, Corporate Auditor, Corporate Officer or employee of any of thesubsidiaries of the Company during the Restriction Period, the Company shall cancel the restriction

on transfer of all of the Allotted Shares held by the Subject Officer on the expiration date of the
Restriction Period. However, in the event that the Subject Officer loses his/her position as an
executive officer or employee of the Company or as a director, corporate auditor, executive officer or
employee of a subsidiary of the Company due to expiration of his/her term of office, expiration of
employment period (however, if he/she is rehired after retirement, such reemployment period shall
expire), death or other reasons deemed justifiable by the Board of Directors of the Company In theevent of the loss of such position, the Company's Board of Directors shall, as of the time immediately
following the date of such loss, transfer the number of shares of the Allotted Shares held by theCompany as of such time (however, if the calculation results in a fraction less than one share, such
fraction shall be rounded down) to a person who is a director, corporate auditor, executive officer or
employee of the Company or a director, corporate auditor, executive officer or employee of any of theCompany's subsidiaries.
(3) Acquisition by the Company without consideration
The Company shall, at the expiration of the Restriction Period or immediately after the Subject Officer
loses his/her position as a Corporate Officer or employee of the Company or as a director, corporate
auditor, Corporate Officer or employee of any of the subsidiaries of the Company during the Restriction
Period, acquire the Allotted Shares for which the restriction on transfer has not been lifted without
consideration.
(4) Stock management
The Allotted Shares shall be managed in a dedicated account for restricted stock opened by the
Subject Officer at Daiwa Securities Co. during the Restricted Transfer Period so that the Allotted
Shares may not be transferred, pledged or otherwise disposed of during the Restricted Transfer
Period.
(5) Treatment in organizational restructuring, etc.
In the event that the Company's general meeting of shareholders approves (in cases where approvalby the general meeting of shareholders of the Company is not required for such reorganization, etc.,
the Board of Directors of the Company may, at its discretion, approve the reorganization, etc. at its
general meeting) any matters relating to the Reorganization or other matters relating to the
Reorganization, etc., the Company may, by resolution of the Board of Directors, cancel the restrictions
on transfer of the Allotted Shares as of the time immediately preceding the business day immediately
preceding the effective date of the Reorganization, etc. with respect to the number of Allotted Sharesobtained by multiplying the number of Allotted Shares held at that time by 36 (any fraction of a shareresulting from the calculation shall be rounded down).
3. Basis for calculation of the amount to be paid in and specifics thereofThis issuance of new shares will be made with the monetary claims provided to the allottees as
the assets to be contributed, and the payment price is set at 1,571 yen, which is the closing priceof our common stock on the Tokyo Stock Exchange on October 6, 2022 (the business day before theboard resolution date) in order to make the price arbitrary. This is the market share priceimmediately prior to the date of the Board of Directors' resolution, and in the absence of special
circumstances indicating that the most recent share price cannot be relied upon, we believe that
this is a reasonable price that appropriately reflects the Company's corporate value and does notconstitute a particularly favorable price for the subject director.
Ends