.
July 8, 2020
To Whom It May Concern
Company Name:
Reporesentative:
Listing:
Securities Code:Inquiries:
Telephone:

YONDOSHI HOLDINGS INC.
Saishi Kimura
Chairman and Representative
Director, CEOFirst Section, Tokyo Stock Exchange
8008
Masahiko Nishimura
Director and Executive 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 27, 2020
(2) Number of shares to30,000 common shares
be disposed(3) Disposal price¥1,681 per share(4) Total amount of¥50,430,000_disposal(5) Planned recipientJapan Trustee Services Bank, Ltd. (Trust Account)*(subscriber)(6) OtherA securities notice pertaining to the disposal of treasury stock has been
submitted pursuant to the Financial Instruments and Exchange Act* Plans are in place for Japan Trustee Services Bank, Ltd. to change its name to Custody Bank of Japan, Ltd.
following its merge with JTC Holdings, Ltd. and Trust & Custody Services Bank, Ltd. on July 27, 2020.
2. Purpose and reasons for disposal
YONDOSHI HOLDINGS introduced and has continued to the present day a share grant trust for officers(“Share Grant Trust;” in accordance with a trust (“Trust”) established pursuant to a trust agreement (“TrustAgreement”) concluded with Resona Bank, Limited) pertaining to directors (excluding directors who areaudit and supervisory committee members) and the directors who are audit and supervisory committeemembers (excluding outside directors) of the Company and the directors and corporate auditors (excludingoutside corporate auditors) of the major group companies of the Company (“Eligible Subsidiaries;” theCompany and Eligible Subsidiaries collectively referred to as “Eligible Companies”) as the eligible persons
following the Company’s 68th General Meeting of Shareholders held on May 17, 2018 and the Eligible
Subsidiaries’ respective General Meetings of Shareholders held by the end of May 2018. (For details of theShare Grant Trust, please refer to the press release “Notice Concerning Aboliton of the Officer Retirement
Benefits Plan and Introduction of a Stock Compensation Plan” issued on April 9, 2018.)

In accordance with the ongoing Share Trust Grant, YONDOSHI HOLDINGS will dispose of treasury stock
through a third-party allotment to the Trust Account of Japan Trustee Services Bank, Ltd., as the re-trust
trustee of Resona Bank, Ltd., is 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 are
expected to be granted during the two fiscal year period from the fiscal year ending February 28, 2021 to thefiscal year ending February 28, 2022, which is 0.12% of the 24,331,356 total number of shares issued andoutstanding as of February 29, 2020 (0.14% of the 217,103 total number of voting rights as of February 29,2020) 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 the number of treasury stock to be disposed of andthe scale of dilution caused by the Disposal of Treasury Stock are reasonable, with the impact on thesecondary market expected to be minimal.

Outline of the Trust Agreement
Name:

Share Grant Trust for Officers

Entrustor:

YONDOSHI HOLDINGS INC.

Trustee:Resona Bank, Limited(Retrust trustee: Japan Trustee Services Bank, Ltd (Trust Account)

Beneficiaries:

Eligible persons who fulfill certain beneficiary requirements

Trust Administrator:

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

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 Trust Agreement additional trust
Date of additional trust:

July 27, 2020

Additional trust funds:¥42,000,000*

Class of shares to be acquired:

Common shares of YONDOSHI HOLDINGS INC.

Number of shares to be acquired:

30,000 shares

Date of acquisition:

July 27, 2020

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 ¥42,000,000 relating to theadditional trust and ¥9,000,000 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 ¥1,681 the closing price of the Company’s common shares on the Tokyo Stock Exchange on thebusiness day immediately prior to the date (“July 7, 2020”) 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 down8.29 % in the disposal price from the average closing price of ¥1,833(rounded down to nearest whole yen) in the one month prior to the Date of Board Resolution (from June
7 ,2020 to July 6, 2020), a variance of down 7.48 % in the disposal price from the average closing price of¥1,817 (rounded down to nearest whole yen) in the three months prior to the Date of Board Resolution (fromApril 7, 2020 to July 6, 2020), and a variance of down 16.16 % in the disposal price from the average closing
price of ¥2,005 (rounded down to nearest whole yen) in the six months prior to the Date of Board Resolution(from January 7, 2020 to July 6, 2020) with all variances rounded to the second decimal place, which webelieve conforms to the Japan Securities Dealers Association’s Guidelines for the Handling of the Allocationof New Shares to a Third-Party. Taking the aforementioned into consideration, we have determined that thedisposal price of the Disposal of Treasury Stock does not particularly favor the planned recipient (subscriber).

Meanwhile, the Audit and Supervisory Committee has expressed its opinion that the above disposal pricealso does not particularly favor the the planned recipient (subscriber).

4. Matters relating to procedures under the Code of Corporate BevaiorThe 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.