The following information was originally prepared and published by the Company in Japanese as it contains timely disclosurematerials to be submitted to the Tokyo Stock Exchange. This English translation is for your convenience only. To the extent there
is any discrepancy between this English translation and the original Japanese version, please refer to the Japanese version.

February 21, 2019

For Immediate Release
Broadleaf Co., Ltd.
Representative: Kenji Oyama,
Representative Director, President and CEO(Code No.: 3673 First Section of the Tokyo Stock Exchange)

Notice Regarding Introduction of Restricted Stock Remuneration PlanBroadleaf Co., Ltd. (“the Company”) hereby announces that in the meeting of the Board of Directors held
on February 21, 2019, revisions to the Director’s remuneration plan, as well as the introduction of a
restricted stock remuneration plan (the “Plan”) were resolved, and that a proposal related to the Plan will
be submitted at the 10th Annual General Meeting of Shareholders to be held on March 28, 2019 (the“General Meeting”) as follows.
1.

Purpose and conditions of introducing the PlanIn regard to the introduction of remuneration plans, the Company strives to appropriately establish asuitable balance of fixed remuneration and variable remuneration (performance-linked bonuses and stockremuneration) with the aim of strengthening corporate governance and improving corporate value overthe medium to long term.
Remuneration for the Company’s Directors is composed of “basic remuneration,” “Directors’ bonuses,”and “stock remuneration,” and regarding the “basic remuneration” and “Directors’ bonuses,” theremuneration limit for the Directors is no more than 300 million yen a year, as approved at the 4th Annual
General Meeting of Shareholders held on March 29, 2013 (however, this does not include the employee
salary portion); regarding “stock remuneration,” the amounts and details of the Directors’ remuneration
relating to the performance-linked stock remuneration plan, the “BBT (‘Board Benefit Trust’)” (the“Current Plan”) were approved at the 7th Annual General Meeting of Shareholders held on March 30,
2016 as a separate framework from the above limit on the Directors’ remuneration.
Now, after having conducting a review of “stock remuneration,” the Company proposes to allot common
stock of the Company with attached conditions that include a specified period for restriction of transferof the said stock and specified grounds for gratis acquisition of the said stock by the Company(“Restricted Stock”) to Directors and Executive Officers (excluding External Directors; hereinafter the“Directors, etc.”) as follows, in order for the Directors, etc. to share with shareholders the same benefits
and risks of stock price fluctuations so that they are motivated more than ever before to contribute to arise in the stock price and enhance the corporate value.
In this regard, the Company proposes that separately from the above-mentioned remuneration limit forDirectors, and the amount of remuneration of the Current Plan, the total amount of monetary
remuneration claims paid as remuneration and others concerning Restricted Stock be set at no more than
56 million yen a year for the Directors, etc., comprehensively taking into account various matters
including the duties of the Directors, etc. The Company determines allotment of Restricted Stock,
comprehensively taking into account various matters including the degree of contribution of the Directors,etc. at the Company, and thinks that the content of the allotment is appropriate.

Furthermore, at present, two Directors and 15 Executive Officers are covered by the Plan, and if Proposal
No. 3 is approved as originally proposed, two Directors and 15 Executive Officers will be covered bythe Plan.
2. Overview of the Plan
(1) Allotment and payment of Restricted Stock
The Company provides monetary remuneration claims to its Directors, etc. as remuneration related toRestricted Stock within the above annual amount in accordance with deliberations by the Company’s
Evaluation and Compensation Committee and resolutions by its Board of Directors, and the Directors,etc. receive allotment of Restricted Stock through the provision of all the monetary remuneration
claims by means of equity contribution in kind.
The paid amount of Restricted Stock is determined at the Company’s Board of Directors meeting basedon the closing price of common stock of the Company on the Tokyo Stock Exchange on the business
day before the day of its Board of Directors’ resolution concerning this issuance or disposal (if a deal
is not closed on this day, the closing price on the most recent trading day prior to the day), to the extent
that the amount is not particularly favorable to the Directors, etc. who accept the Restricted Stock.
The above monetary remuneration claims are provided, subject to the consent to the above equity
contribution in kind and the conclusion of the Restricted Stock Allotment Agreement, which includes
details set forth in (3) below, by the Directors, etc.
(2) Allotment and payment of Restricted Stock
The total number of Restricted Stock to be allotted to the Directors, etc. of 150,000 shares shall be theupper limit on the number of Restricted Stock allotted in each fiscal year.
However, after the date of resolution for this proposal, in the case of stock split of the Company’scommon stock (including gratis allotment of common stock of the Company) or stock consolidation,or in other equivalent cases that require adjustment of the total number of Restricted Stock, the total
number of the Restricted Stock may be adjusted reasonably.
(3) Content of the Restricted Stock Allotment Agreement
The Restricted Stock Allotment Agreement that is entered into between the Company and Directors,etc. who receive allotments of Restricted Stock upon allotment of Restricted Stock in accordance withdeliberations by the Company’s Evaluation and Compensation Committee and resolutions by its Boardof Directors shall include the following matters:1) Content of restriction on transfer
Directors, etc., who receive allotments of Restricted Stock cannot conduct a transfer, establish apledge or a security interest by way of assignment, make an inter vivos gift, bequest to a third party,
or make any other acts of disposition with regard to the Restricted Stock allotted to the Directors,etc. in question (the “Allotted Shares”) during the period starting on the day when the Restricted
Stock were received and ending on the day when the Directors, etc. retire from their positions as
Director or Executive Officer of the Company (the “Restricted Period”).

2) Gratis acquisition of Restricted StockIf Directors, etc. who received allotments of Restricted Stock retire from their positions as Directoror Executive Officer of the Company during the period starting on the day the Restricted Period
begins and ending on the day prior to day the first subsequent General Meeting of Shareholders of
the Company is held, the Company acquires the Allotted Shares rightfully without compensation,
except in the case that there is any reason that the Company’s Board of Directors deems reasonable.
Of the Allotted Shares, if there are shares for which the restriction on transfer has not been lifted inaccordance with the provision for grounds for lift of restriction on transfer set forth in 3) below atthe time when the Restricted Period set forth in 1) above expires, the Company acquires these sharesrightfully without compensation.
3) Lift of the restriction on transfer
The Company lifts the restriction on transfer for all the Allotted Shares at the time when theRestricted Period expires on the condition that the Directors, etc. who received allotments ofRestricted Stock continued to hold their positions as either Director or Executive Officer of theCompany from the day Restricted Period began until the day the first subsequent General Meetingof Shareholders of the Company was held.
However, if Directors, etc. retire from their positions as Director or Executive Officer of theCompany before the Restricted Period expires for any reason that the Company’s Board of Directors
deems reasonable, the number of the Allotted Shares for which the restriction on transfer is lifted
and the timing of the lift of restriction on transfer shall be adjusted reasonably as necessary.
4) Treatment in organizational restructuring, etc.
In the case where a proposal for an agreement of merger with the Company as the extinguished entity,agreement of share exchange or plan for stock transfer through which the Company becomes awholly-owned subsidiary, and other organizational restructuring, etc. is approved at the General
Meeting of Shareholders of the Company (however, in the case where approval of the General
Meeting of Shareholders of the Company is not required for the organizational restructuring, etc.,
the Company’s Board of Directors) during the Restricted Period, restriction on transfer is lifted by
the resolution of the Company’s Board of Directors prior to the effective date of the organizational
restructuring, etc. for the Allotted Shares in the number reasonably set forth in light of the period
from the start date of the Restricted Period to the day of approval for the organizational restructuring,etc.
In this case, at some point immediately after restriction on transfer was lifted in accordance with theabove provision, the Company acquires any Allotted Shares for which the restriction on transfer has
still not been lifted rightfully without compensation.