May 7, 2024
For immediate release
Company name:Representative:Contact:

Joshin Denki Co., Ltd.
Ryuhei Kanatani,Representative Director and President
and Executive Officer(Securities code: 8173, Tokyo Stock
Exchange, Prime Market)
Suguru Oshiro, Director and Managing
Executive Officer in charge of Financial
Strategy(Phone: +81-6-6631-1161）

Announcement About the Disposal of Treasury Shares Through a Third-party Allocation Along withthe Introduction of a Performance-based Stock Compensation Plan (Restricted Stock Trust) forEmployees
We hereby announce that at a board of directors meeting held today, to dispose of treasury shares (hereinafter
the “Disposal of Treasury Shares”) and introduce a performance-based stock compensation plan (restricted stocktrust) for employees, as described below.

1. Overview of the Disposal(1)

Disposal date

(2)

Type and number ofshares to be disposed

May 23, 2024
450,000 shares of Company common stock(3)

Disposal value

2,556 yen per share(4)

Total disposal amount

1,150,200,000 yen

Planned disposal

Sumitomo Mitsui Trust Bank, Limited (trust account)destination(Re-entrusted trustee: Custody Bank of Japan, Ltd. (trust account))

(5)
(6)

Other

The Disposal of Treasury Shares is subject to an application effective under theFinancial Instruments and Exchange Act.

2. Purpose and Reason of the Disposal
We decided, at a board of directors meeting held today, to introduce a restricted stock trust (hereinafterthe "Plan"), which is a trust-based stock compensation plan for employees to increase our corporate value inthe medium and long-term by enriching benefit programs for our employees and employees of some of theGroup companies (hereinafter collectively referred to as "Employees"). This is to develop the Employees'－ 1 －sense of belonging, make them aware of their participation in management, and raise their awareness ofCompany performance and stock price increases.
For the Plan overview, please refer to the today's press release “Announcement Concerning theIntroduction of a Performance-based Stock Compensation Plan (Restricted Stock Trust) for Employees andthe Determination of Matters Regarding Stock Acquisition for the Trust.”
The Disposal of Treasury Shares is to be made with Sumitomo Mitsui Trust Bank, Limited (trust account) (Reentrusted trustee: Custody Bank of Japan, Ltd. (trust account)), who is the trustee of a trust (hereinafter the “Trust”)
set for the introduction of the plan.
The number of shares to be disposed of (450,000 shares; 4,500 voting rights) is equivalent to the number ofshares that are expected to be issued to employees in consideration of the makeup, etc. of employees during thetrust period per the share issuance rules that we set in introducing the plan. The dilution rate of the total number ofshares issued as of March 31, 2024, 28,000,000, is 1.61%. (The rate of voting rights to the total number of voting
rights as of March 31, 2024, 261,143, is 1.72%; both figures are rounded to the third decimal place.)
We feel that the Plan will improve corporate value in the medium and long term. We believe that the number ofshares to be disposed of and the degree of dilution in the Disposal of Treasury Shares are reasonable and will have
only a minor impact on the trading market.
(Refer to) Outline of the Trust Agreement on the Trust
Trustor

The Company

Trustee

Sumitomo Mitsui Trust Bank, Limited(Re-entrusted trustee: Custody Bank of Japan, Ltd.)

BeneficiaryEmployees fulfilling beneficiary requirements

Trust administrator

It is planned to select a third party independent of the Company and its
executives.

Exercising voting rights

The trustee exercises voting rights according to instructions from the trust
administrator throughout the trust period.

Trust type

Trusts of money other than monetary trusts (third‐party benefit trust)

Trust agreement date

May 23, 2024

Period of the trust

May 23, 2024 to the end of September, 2029 (planned)

Purpose of the trust

To issue Company shares to the beneficiaries in accordance with the shareissuance rules.

3. Basis for the Disposal Value Calculation and its Details
Considering recent changes in share price and the necessity to eliminate any discretion, we set the disposal value
at 2,556 yen, the closing price on the Tokyo Stock Exchange on May 2, 2024 (the business day immediately before
the day of the board of directors’ decision).
For the disposal value, the rate of deviation from 2,465 yen (fractions omitted), the average of closing prices
during the nearest one-month period to the business day immediately prior to the day of the board of directors’decision (April 3, 2024 to May 2, 2024), is 3.69%; the rate of deviation from 2,393 yen (fractions omitted), theaverage of closing prices during the nearest three-month period (February 5, 2024 to May 2, 2024), is 6.81%; therate of deviation from 2,384 yen (fractions omitted), the average of closing prices during the period of six months(November 6, 2023 to May 2, 2024), is 7.21% (all the rates of deviation are rounded to the third decimal place).
Considering the above, it is felt that the disposal value of the disposal of treasury shares is reasonable and not－ 2 －especially favorable to the planned disposal destination.
All of the audit and supervisory board members (four members, of which three are outside audit and supervisoryboard members) who attended the board of directors meeting expressed an opinion to the effect that the basis onwhich the disposal value is calculated is reasonable, and the disposal value is not particularly favorable to theplanned disposal destination and is legitimate.
4. Matters Regarding Procedures Based on the Corporate Code of Conduct
The Disposal of Treasury Shares does not require receiving the opinion of an independent third party andconfirming the intent of shareholders, both of which are specified in Article 432 of the Security Listing Regulations
stipulated by the Tokyo Stock Exchange, because of two reasons: (1) the dilution factor is less than 25%; (2) itdoes not involve the change of controlling shareholders.

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