November 7, 2023
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)
Koji Tanaka, Director and Managing
Executive Officer in charge of Management
Planning and Human Resources Strategy(Phone: +81-6-6631-1122）

Notice Concerning Disposal of Treasury Stock through Third-Party Allotmentin Accordance with the Continuation of the Stock Compensation System
Joshin Denki Co., Ltd. (hereinafter, the “Company) hereby announces that at the meeting of the Board of Directors
held today, the Company resolved to dispose of the Company’s treasury stock as stock compensation (hereinafter, the“Disposal of Treasury Stock”). Details are as follows.

1. Overview of the disposal(1)

Disposal date
Type and number of(2)shares subject todisposal(3)

Disposal priceNovember 28, 2023
200,000 shares of common stock of the Company(Breakdown)
Directors of the Company (excluding outside directors):

120,000 shares

Executive officers with delegated relationship with the Company:

80,000 shares¥2,353 per share¥470,600,000

(4)

(5)
(6)

Total amount of(Breakdown)

disposal

Directors of the Company (excluding outside directors):¥282,360,000

Executive officers with delegated relationship with the Company:¥188,240,000

Planned recipient ofSumitomo Mitsui Trust Bank, Limited (trust account)disposal(Re-trustee: Custody Bank of Japan, Ltd. (trust account))

Other

The Company will conduct the Disposal of Treasury Stock only if the notification
comes into effect in accordance with the Financial Instruments and Exchange Act.

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2. Purpose and reasons for the disposal
At the meeting of the Board of Directors held on May 11, 2017, the Company resolved to introduce a stockcompensation system (hereinafter, the “System”) which will contribute to raising the awareness towards theimprovement of medium- and long-term business performance and enhancement of the corporate value by further
clarifying the linkage between the compensation of the Company’s directors (excluding outside directors; the same
applies hereinafter) and the value of the Company’s stocks and by enabling directors to share the benefits and risks
associated with stock price fluctuations with shareholders. The introduction of this System for the Company'sdirectors was approved and resolved at the 69th Annual General Meeting of Shareholders held on June 27, 2017,
and the extension of this System was resolved at the Company's Board of Directors meetings held on June 23,
2020 and April 18, 2023, and this System has been continued to the present. (No additional trust was added inaccordance with the extension resolved at the Board of Directors' meeting held on June 23, 2020.) Please note thatat the meeting of the Board of Directors held on April 18, 2023, the Company resolved to add the executive officers
with delegated relationship with the Company (hereinafter collectively with the Company’s directors, “Directors,etc.”) to those eligible for the System.
Please refer to “Notice on the Introduction of Stock Compensation System (Performance-Linked) to theCompany’s Directors,” dated May 11, 2017 for the overview of the System.
The Sumitomo Mitsui Trust Bank, Limited (trust account) (re-entrusted to Custody Bank of Japan, Ltd. (trustaccount)), which is the trustee of the trust (hereinafter, the “Trust”) established for the introduction of the System,
will be the recipient of the Disposal of Treasury Stock.
The number of shares to be disposed of (200,000 shares or 2,000 units of voting rights) corresponds to the numberof shares expected to be delivered to the Directors, etc. based on a consideration of factors such as trends in thepositions and composition of the Directors, etc. during the extended trust period, in accordance with the Stock
Delivery Regulations established by the Company upon the introduction of the System. This will have a dilutive
effect equivalent to 0.71% of 28,000,000 shares, the total number of issued shares as of September 30, 2023 (or0.76% of 262,820 units, the total number of units of voting rights as of September 30, 2023; both percentages arerounded to the second decimal place).
The Company believes that the System clarifies the linkage between the compensation of Directors, etc. and thevalue of the Company’s stocks, contributing to the improvement of the corporate value over the medium- to longterm, and considers that the number of stocks to be disposed of and the scale of the resulting dilution due to theDisposal of Treasury Stock are both reasonable and the effect on secondary markets will be insignificant.

－ 2 －(Reference) Overview of the trust agreement related to the Trust
Trustor

The Company

Trustee

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

Beneficiaries

Directors, etc. who satisfy the requirements for beneficiaries

Trust administrator

A third party independent of the Company and its officers

Exercise of voting rights

Voting rights pertaining to the Company’s stocks held in the Trust shall not be
exercised throughout the trust period

Type of trust

Trust of money other than money trust (third-party benefit trust)

Trust agreement date

September 1, 2017

Trust period

September 1, 2017 to September 30, 2026 (scheduled)

Purpose of the trust

To deliver the Company’s stocks to beneficiaries based on the Stock DeliveryRegulations

3. Basis for the calculation of disposal price and specific details thereof
To avoid arbitrary pricing in light of recent share price trends, the disposal price for the Disposal of Treasury Stock
has been set at ¥2,353, which is the closing price of the Company’s common stock in the Tokyo Stock Exchange
on November 6, 2023, (the business day immediately before the Board of Directors’ resolution date). This is themarket value immediately prior to the date of the resolution of the Board of Directors, and the Company considers
this calculation method to be highly objective and reasonable.
This price represents a deviation of 0.34% from ¥2,345, the average closing price (rounded down to the nearestyen) during the month leading up to the business day immediately before the date of the resolution by theCompany’s Board of Directors (October 10, 2023 – November 6, 2023), a deviation of 3.02% from ¥2,284, theaverage closing price (rounded down to the nearest yen) during the most recent three months (August 7, 2023 –November 6, 2023), and a deviation of 10.99% from ¥2,120, the average closing price (rounded down to the nearestyen) during the most recent six months (May 8, 2023 – November 6, 2023; the deviation rates are each rounded tothe second decimal place).
Upon consideration of these factors, the Company believes the disposal price for the Disposal of Treasury Stockis not especially advantageous to the planned recipient of the disposal and that it is reasonable.
Moreover, all auditors (four auditors, including three outside auditors) who attended the meeting of the Board ofDirectors expressed the opinion that the basis used to calculate this disposal price is reasonable, is not especiallyadvantageous to the planned recipient of the disposal, and is legitimate.
4. Matters related to procedures under the Code of Corporate Conduct
The Disposal of Treasury Stock (i) results in a dilution ratio of less than 25% and (ii) does not entail a change inthe controlling shareholder. Therefore, the Company is not required to obtain the opinion of an independent third
party or undertake the procedures to confirm the intent of shareholders set forth in Article 432 of the Securities
Listing Regulations established by the Tokyo Stock Exchange.

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