.
July 6, 2023
To Whom It May Concern
Company
Name:
Reporesentative:
Listing:
Securities Code:Inquiries:
Telephone:

YONDOSHI HOLDINGS INC.
Hidetoshi Masuda
President and Representative Director
Prime Section, Tokyo Stock Exchange
8008
Masahiko NishimuraManaging Director and Executive
Managing Officer responsible for Finance+81-3-5719-3429

Notice Concerning the Disposal of Treasury Stock through a Third-Party Allotment of Sharesin Accordance with Additional Contributions to the Shares Grant Trust for Officers
YONDOSHI HOLDINGS INC. (“YONDOSHI HOLDINGS” or “the Company”) announces that theCompany has adopted a resolution to dispose of treasury stock through a third-party allotment of shares(“Disposal of Treasury Stock”) following a meeting of its Board of Directors held today.

1. Outline of the disposal of treasury stock(1) Date of disposal
July 24, 2023
(2) Number of shares to35,000 common shares
be disposed(3) Disposal price¥1,832 per share(4) Total amount of¥64,120,000
disposal(5) Planned recipient
Custody Bank of Japan, Ltd. (Trust Account)(subscriber)(6) OtherA securities notice pertaining to the disposal of treasury stock has beensubmitted pursuant to the Financial Instruments and Exchange Act
2. Purpose and reasons for disposal
YONDOSHI HOLDINGS has introduced a Share Grant Trust for Officers (“Share Grant Trust” in accordancewith a trust (“Trust”) established pursuant to a trust agreement (“Trust Agreement”) concluded with Resona
Bank, Limited) for directors (excluding directors who are Audit and Supervisory Committee members) anddirectors who are Audit and Supervisory Committee members (excluding outside directors) of the Company,as well as directors and corporate auditors (excluding outside corporate auditors) of major group companiesof the Company (“Eligible Subsidiaries;” the Company and Eligible Subsidiaries collectively referred to as“Eligible Companies”).

The introduction of the Share Grant Trust was approved at the Company’s 68th General Meeting ofShareholders held on May 17, 2018, and the Eligible Subsidiaries’ respective General Meetings ofShareholders held by the end of May 2018. A partial revision and continuation of the Share Grant Trust wasapproved at the Company’s 71st General Meeting of Shareholders held on May 27, 2021. (For an overview1

of the Share Grant Trust, see “Notice Concerning Partial Revision to Stock Compensation Plan for Directors(Excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit andSupervisory Committee Members” released on April 12, 2021.)

At the Board of Directors meeting held today, YONDOSHI HOLDINGS decided that with the continuationof the Share Grant Trust, in order for the Trust to acquire the shares that are expected to be necessary for
future benefits, the Company will make an additional monetary contribution to the Trust (“Additional Trust”),
and dispose of treasury stock to Custody Bank of Japan, Ltd. (Trust Account), the re-trust trustee of Resona
Bank, Ltd., the trustee of the Trust.

The number of treasury stock to be disposed of shall be determined in accordance with the officer share grantrules established by each of the Eligible Companies, and equivalent to the certain number of shares that areexpected to be granted during the two fiscal year period from the fiscal year ending February 28, 2023 to thefiscal year ending February 29, 2024, which is 0.14% of the 24,331,356 total number of shares issued andoutstanding as of February 28, 2023 (0.16% of the 214,692 total number of voting rights as of February 28,2023) each rounded to the second decimal place. YONDOSHI HOLDINGS believes that THE Share Grant
Trust will lead to an increase in the Company's corporate value over the medium to long term and that thenumber of treasury stock to be disposed of and the scale of dilution caused by the Disposal of Treasury Stockare reasonable, with the impact on the secondary market expected to be minimal.

Outline of the Trust Agreement
Name:

Share Grant Trust for Officers

Entrustor:

YONDOSHI HOLDINGS INC.

Trustee:Resona Bank, LimitedResona Bank, Ltd. will conclude a specific comprehensive trust
agreement with Custody Bank of Japan, Ltd., with Custody Bank ofJapan, Ltd. becoming the re-trust trustee.

Beneficiaries:

Of eligible persons, those who meet the beneficiary requirements
stipulated in the officer share grant rules.

Trust Administrator:

A third party having no vested interest in YONDOSHI HOLDINGS
INC.

Type of Trust:

Pecuniary trust other than a money trust (Third Party-Benefit Trust)

Date of Trust Agreement Conclusion:

November 28, 2018

Trust period:

From November 28, 2018, to the termination of the trust(No specific termination date has been set and the Trust willcontinue for as long as the Share Grant Trust continues)

Outline of the Additional Trust of the Trust Agreement
Date of additional trust:

July 24, 2023

Additional trust funds:¥60,000,000*2

Class of shares to be acquired:

Common shares of YONDOSHI HOLDINGS INC.

Number of shares to be acquired:

35,000 shares

Date of acquisition:

July 24, 2023

Method of share acquisition:

Acquisition by way of a third-party allotment of the Company’streasury stock* The Trust will acquire additional shares of the Company by using the total ¥60,000,000 relating to theadditional trust and ¥5,000,000 in trust assets.

3. Calculation basis for the disposal amount and specific details
The objective of the Disposal of Treasury Stock is to continue the Share Grant Trust. The disposal price is
set at ¥1,832 the closing price of the Company’s common shares on the Tokyo Stock Exchange on thebusiness day immediately prior to the date (“July 5, 2023”) of disposal resolution by the Board of Director(“Date of Board Resolution”) to eliminate arbitrariness.

The closing price of YONDOSHI HOLDINGS’ shares on the Tokyo Stock Exchange on the business day
immediately prior to the Date of Board Resolution is being used because it is considered reasonable whileproperly representing the Company's corporate value in the stock market.

In addition to adopting the closing price on the business day immediately prior to the Date of Board
Resolution, there is a variance of up 2.29 % in the disposal price from the average closing price of ¥1,791(rounded down to nearest whole yen) in the one month prior to the Date of Board Resolution (from June 6,2023 to July 5, 2023), a variance of up 2.70% in the disposal price from the average closing price of ¥1,784(rounded down to nearest whole yen) in the three months prior to the Date of Board Resolution (from April
6, 2023 to July 5, 2023), and a variance of up 3.11% in the disposal price from the average closing price of¥1,777 (rounded down to nearest whole yen) in the six months prior to the Date of Board Resolution (fromJanuary 6, 2023 to July 5, 2023) with all variances rounded to the second decimal place. Taking the above
into consideration, we have determined that the disposal price of the Disposal of Treasury Stock does notparticularly favor the planned recipient (subscriber).

Of note, the Audit and Supervisory Committee (comprising four members, three of whom are outsidedirectors) has expressed its opinion that the above disposal price does not particularly favor the planned
recipient (subscriber).

4. Matters relating to procedures under the Code of Corporate Bevaior
The disposition of treasury stock does not require the acquisition of an opinion from an independent third
party or require procedures for confirming the intent of shareholders, which are provided for under Article
432 of the Securities Listing Regulations of the Tokyo Stock Exchange because (i) the dilution ratio is lessthan 25% and (ii) the disposition does not involve a change in controlling shareholders.

END3