News Release Dated June 27, 2018
Company: AOKI Holdings Inc.
Representative: Akihiro Aoki, President
Stock code: 8214, TSE First Section
Contact: Haruo Tamura, Executive Vice President
Tel: +81-45-941-1388

Notice of Disposal of Treasury Stock for Restricted Stock Compensation
The Board of Directors of AOKI Holdings Inc. approved a resolution on June 27, 2018 to dispose oftreasury stock for use as restricted stock compensation for directors.
1. Summary of Disposal of Treasury Stock(1) Deadline

July 27, 2018

(2) Type and number of shares

AOKI Holdings common stock: 45,100 shares(3) Price

1,606 yen per share(4) Total proceeds

72,430,600 yen(5) Offer or allotment method

Allotment of restricted stock(6) Method of payment

In-kind contribution of monetary remuneration claims(7) Recipients of restricted stockand number of shares to beallotted

7 directors of AOKI Holdings (except external directors):
24,300 shares
19 directors of subsidiaries of AOKI Holdings: 20,800 shares(8) Other

AOKI Holdings has submitted the Securities Registration
Statement regarding this disposal of treasury stock inaccordance with the Financial Instruments and Exchange Act.

2. Reasons for the disposal of treasury stock
On May 23, 2018, the AOKI Holdings Board of Directors approved a resolution to introduce a restricted
stock compensation plan for the directors of AOKI Holdings (except external directors) and the directorsof subsidiaries. There are two reasons for introducing this plan. First, the ownership of this stock will giveeligible directors a greater incentive to contribute to the sustained growth of corporate value. Second,
holding this stock will further align the interests of eligible directors with the interests of shareholders.
At the 42nd Annual General Meeting of Shareholders that was held today, shareholders approved aresolution concerning the terms of the restricted stock compensation plan. This resolution included thefollowing terms, as well as other items: (1) The establishment of annual compensation for eligible
directors of up to 150 million yen for the purpose of distributing restricted stock; (2) The maximum
number of AOKI Holdings common stock that can be issued or disposed of each year for the restricted
stock compensation plan for eligible directors is 200,000; (3) The amount paid per share of the restrictedstock is the closing price of AOKI Holdings common stock on the Tokyo Stock Exchange on the business
day prior to the date of the corresponding resolution of the Board of Directors. If AOKI Holdings stock
was not traded on that day, the closing price of the nearest prior trading day will be used instead.
The following section is a summary of the terms of the restricted compensation plan.
Directors who are eligible to participate in the restricted stock compensation plan will receive a monetary
remuneration claim from AOKI Holdings that must be used entirely as a payment to receive newly issued
or existing AOKI Holdings stock. The Board of Directors will determine the timing of these payments andthe distribution of the restricted stock.
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AOKI Holdings and each eligible director will sign a restricted stock allocation contract with terms
concerning stock received in accordance with the restricted stock compensation plan. The contract has twomajor terms. First, during the mandatory holding period, eligible directors are prohibited from selling theallocated stock, pledging this stock as collateral or disposing of the stock in any other way. Second, undercertain circumstances, AOKI Holdings can acquire with no payment stock that was allocated.
The total amount of monetary remuneration claims, which is 72,430,600 yen, and the total number ofshares of AOKI Holdings common stock to be distributed by the restricted stock compensation plan, whichis 45,100 shares, were determined based on the purposes of this plan, the performance of AOKI Holdings,
the duties of the eligible directors and other applicable items. Furthermore, the mandatory holding periodof three years was selected in order to accomplish the purposes of the plan, which are to increase theincentive to contribute to sustained growth of corporate value and align the interests of eligible directors
with the interests of shareholders.
This disposal of treasury stock is for the purpose of distributing this stock in accordance with the restricted
stock compensation plan to the eligible directors, which are expected to be 32 individuals. These directors
will submit to AOKI Holdings all of the monetary remuneration claims they have received as payment forrestricted stock.
3. Summary of the restricted stock allocation contract
Each eligible director will sign a restricted stock allocation contract with AOKI Holdings. This contract
will have the following major terms.
(1) Mandatory holding period: July 27, 2018 to July 26, 2021
(2) End of restriction on saleIn principle, the restriction on the sale of all stock received in accordance with the restricted stock
allocation contract will end upon the completion of the mandatory holding period. For the restriction toend, an eligible director must remain a director, corporate auditor, executive officer or employee of AOKIHoldings or a subsidiary of AOKI Holdings during the entire mandatory holding period.
The restriction on the sale of the stock will end earlier in the event that an eligible director resigns orretires as a director, corporate auditor, executive officer or employee of AOKI Holdings or a subsidiary ofAOKI Holdings for a legitimate reason. This may be the end of a term of office, reaching the mandatory
retirement age or some other reason. The number of shares that can be sold is the number of sharesoriginally received by the resigning or retiring eligible director through the restricted stock compensation
plan multiplied by the fraction obtained by dividing the number of months the shares were held (includingthe month the shares were received and the month of the retirement or resignation) by 12. This fraction can
be no larger than one and the number of shares of stock that are no longer restricted as a result of thiscalculation must be a multiple of the trading unit (tangen) of AOKI Holdings stock. Any remaining
amount of less than one trading unit will be discarded.
(3) Acquisition of restricted stock by AOKI Holdings at no cost
If the decision is made to not end the restriction of restricted stock for which the sale is still prohibited,
AOKI Holdings naturally has the right to acquire this stock at no cost immediately after this decision ismade.
(4) Custody of restricted stock
During the mandatory holding period, restricted stock held by eligible directors will be placed in accounts
established specifically for this purpose at Nomura Securities Co., Ltd. These accounts ensure that eligible
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directors do not sell, pledge as collateral or dispose of in any other way the AOKI Holdings stock received
through the restricted stock compensation plan. To ensure the effectiveness of the stock sale restrictions,
AOKI Holdings and the eligible directors will sign contracts with Nomura Securities concerning themanagement of the accounts used for the custody of the restricted stock.
(5) Measures in the event of a reorganization or similar action
Irrespective of the holding period stipulated in the preceding item (1), the Board of Directors may approvea resolution that ends the restriction on the sale of restricted stock immediately prior to the day before theeffective date of reorganization, etc. in the event that, during the mandatory holding period, the General
Meeting of Shareholders (or Board of Directors if the approval of shareholders is not required) approves aresolution for a merger in which AOKI Holdings is dissolved, an exchange of stock, stock transfer plan orother reorganization or similar action that makes AOKI Holdings a wholly owned subsidiary. In this event,the number of shares that can be sold is the number of shares held by each eligible director through therestricted stock compensation plan on the day the reorganization was approved multiplied by the fraction
obtained by dividing the number of months the shares were held (including the month the shares werereceived and the month of the reorganization resolution approval) by 12. This fraction can be no larger
than one and the number of shares of stock that are no longer restricted as a result of this calculation must
be a multiple of the trading unit (tangen) of AOKI Holdings stock. Any remaining amount of less than one
trading unit will be discarded. In addition, AOKI Holdings naturally has the right to acquire at no cost
immediately after the end of the sale restriction as explained in this section any stock for which the sale
restriction was not ended by this calculation.
4. Basis of calculation and information about the price per share
Individuals who are to receive restricted stock obtained through the disposal of treasury stock will use
monetary remuneration claims received from AOKI Holdings as the payment for the restricted stockcompensation for the fiscal year ending in March 2019. To eliminate any ambiguity about the purchaseprice of this treasury stock, the price is the closing price of AOKI Holdings common stock on the firstsection of the Tokyo Stock Exchange on June 26, 2018 (1,606 yen), which is the business day prior to theBoard of Directors resolution concerning the disposal of treasury stock. AOKI Holdings believes this is areasonable price that is not significantly advantageous because the purchase price is the market priceimmediately prior to the Board of Directors resolution.
Reference: Restricted stock account and management flowchart

Nomura Securities
Co., Ltd.

1. Open restricted
stock account

AOKI Holdings

Restricted stock accounts(in names of eligible directors)
2. Notification of endof restriction onsales

3. Notification ofacquisition of stock
at no cost

3. Acquisition
at no cost
Treasury stock
account(in name of AOKIHoldings)

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2. End of restriction
on salesGeneral account(in names of eligibledirectors)

Withdrawals
prohibited

2. Withdrawals
allowedEligible directors

1. Request for managementof restricted stock
accounts