(TRANSLATION FOR REFERENCE ONLY)For Immediate Release

February 8, 2024

Company name
RepresentativeContact

Digital Garage, Inc.
Kaoru Hayashi
Representative Director,
President Executive Officer and Group CEO(Code: 4819 Prime Section of TSE)
Hiroyuki Nozaki
Corporate Officer, Deputy Head of Corporate Div.
(Tel: +81-3-6367-1111)(URL: https://www.garage.co.jp/en/ir/)

Notice of Policy for Introduction of ESOP Trustto Support Employee Stock Ownership Association
Digital Garage, Inc. (the Company) hereby announces that the Company has resolved to introduce “ESOP Trust tosupport Employee Stock Ownership Association” (hereinafter referred to as “the Plan”) at the Board of Directors’
meeting held on February 8, 2024 for the purpose of enhancing employees’ welfare benefits and providing anincentive for the medium to long-term improvement in the Company’s corporate value. Details are as follows.
1. Purpose of Introduction of the Plan
The Company will introduce the Plan to enhance its corporate value over the medium to long term by enriching
the Company’s employee benefit program, improving employees’ awareness of the Company’s stock price, andboosting their motivation to work through the stable supply of shares of the Company’s stock to its Employee
Stock Ownership Association and the distribution of returns to its employees gained through the management oftrust assets.
2. Overview of the Plan
The Plan is the Company’s employee benefit program, and is based on the employee stock ownership plan (ESOP)
widely adopted in the United States as part of employee incentive plans, as well as on the “Report on New Holding
Scheme of Treasury Stocks” released by Ministry of Economy, Trade and Industry on November 17, 2008.
The Company shall establish a trust for eligible employees who meet certain requirements among the membersof the Digital Garage Employee Stock Ownership Association (hereafter referred to as “the Company’s OwnershipAssociation”) designated as its beneficiaries. The trust will acquire the number of shares of the Company’s stock
expected to be acquired by the Company’s Ownership Association during a predetermined acquisition period.
Thereafter, the trust will sell shares of the Company’s stock on a particular date every month to the Company’s
Ownership Association. In the event that trust gains remain due to an increase in the market price of the Company’sstock, etc., at the time of the trust termination, the equivalent cash will be distributed to eligible employees whomeet certain requirements. In the event that debt liabilities in the trust remain caused by a capital loss due to adecrease in the market price of the Company’s stock, etc., the Company will repay the outstanding portion of theloss in a lump sum to the financial institution based on a Limited Recourse loan agreement, and no added burden
shall be imposed on the employees.
The Company will disclose the details including the date of the establishment of the trust to introduce the Plan,
the trust period, and the amount of money for stock acquisition once decided.

13. Scheme of the Plan

[Trustor]
The Company[Beneficiaries] Employees(3) Contribution to the Company’s
Ownership Association(monthly)(4) Payment for stock
purchases (Monthly)(2) Payment for stock
purchases(4) Stock (monthly)(2) Market purchases(2) Payment of thepurchase price(1) Loans[Trustee](5) Repayment

Representative

Trust administrator

Stock market(7)-2
Fulfillment of debt guarantee

Distribution ofresidual assets

The Company’sOwnership Association(1) Establishmentof trust(2) Treasury stock(1) Debt guarantee(7)-1Financialinstitutions(6) Instructions forexercising voting rights* In the event that the Company’s stock does not remain in the trust due to the sales to the Company’s Ownership
Association, the trust will be terminated before the expiry of the term.
At theintroduction ofthe Plan

(1)

The Company shall establish a trust account for supporting the Company’s Ownership
Association, and the trust shall borrow funds from a financial institution to purchase theCompany’s stock. (The Company shall fulfill a debt guarantee for the loan.)(2)
The dedicated trust account shall acquire the number of shares of the Company’s common
stock expected to be acquired by the Company’s Ownership Association using theborrowed funds as a source of the acquisition during the trust period by the method ofeither disposal of treasury stock (through a third-party allocation) or market purchases(including off-floor trading.)
During the trust (3)The employees shall pay shareholder contributions to the Company’s Ownership
periodAssociation every month.
(4)
The Company’s Ownership Association shall purchase shares of the Company’s commonstock every month through the dedicated trust account over a certain period of time.
(5)
The dedicated trust account shall repay the loan by using the proceeds from the sale ofstock as a source of funds to the financial institution.
(6)
The trust administrator shall provide the instructions for exercising the voting rights ofthe stock held in the dedicated trust account.
At the(7)-1 In the event that residual assets remain in the dedicated trust account after repayment oftermination of thethe loan due to an increase in the market price of the Company’s stock,
trust the assets shall be distributed to the beneficiaries (the eligible employees) in accordancewith the policy initially determined by the Company.
(7)-2 In the event that the source of funds to repay the loan is insufficient in the dedicated trust
account due to a decrease in the market prices of the Company’s stock, the Company shall fulfill a debt guarantee for the financial institution.

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