1． This document is an English translation of the official Japanese text of “Notice Regarding Disposition of Treasury
Stock by Third Party Allotment”.
2． In the event of any discrepancies between this translation and the Japanese original, the original shall prevail.

November 8, 2019

Junya Suzuki
Chairman of the Board, President and CEO
Nissha Co., Ltd.
Exchanges Listed: Tokyo Stock Exchanges, First Section 7915
Contact: Hayato Nishihara
Senior Executive Vice President, CFO, Director of the Board
T +81 75 811 8111

Notice Regarding Disposition of Treasury Stock by Third Party Allotment

Nissha Co., Ltd. (hereinafter, the “Company”) hereby announces that at a meeting held today, its Board of Directors
approved a resolution, as follows, for the disposition of treasury stock by a third party allotment (hereinafter, the“Disposition of Treasury Stock”).

1. Overview of Disposition(1) Date of disposition

November 27, 2019 (Wednesday)(2) Class and number of shares

352,000 shares of common stock

subject to disposition(3) Price of disposition

JPY 1,243 per share(4) Total price of disposition

JPY 437,536,000(5) Scheduled subscriber

Trust & Custody Services Bank, Ltd. (Trust E Account)(6) Miscellaneous

The Disposition of Treasury Stock is subject to theeffectuation of the security registration statement submitted
under the Financial Instruments and Exchange Act.

1

2. Purpose and Reason for Distribution

On August 6, 2019, the Company publicly announced the introduction of a Stock Benefit Trust (J-ESOP) and a
Stock Benefit Trust (Employee Shareholding Association Purchase-type) (hereinafter, collectively, the “Plan”) as
an incentive plan for its employees, and the details of the Plan were decided at a meeting of the Board of Directors
held today (please refer to the “Notice Regarding Introduction (Determination of Details) of Stock Benefit Trust(J-ESOP) and Stock Benefit Trust (Employee Shareholding Association Purchase-type)” dated this same dateregarding an overview of the Plan).
With the introduction of the Stock Benefit Trust (J-ESOP) (hereinafter, the “Plan I”) and the Stock Benefit
Trust (Employee Shareholding Association Purchase-type) (hereinafter, “Plan II”), the Company, as the settlor,
will enter into a Stock Benefit Trust (J-ESOP) Agreement and a Stock Benefit Trust (Employee ShareholdingAssociation Purchase-type) Agreement (hereinafter, respectively referred to as “Trust Agreement I” and “TrustAgreement II”; and the trusts established under Trust Agreement I and Trust Agreement II are respectively
referred to as “Trust I” and “Trust II”) with Mizuho Trust & Banking Co., Ltd. as the trustee. In addition, Mizuho
Trust & Banking Co., Ltd. will enter into a re-trust agreement with Trust & Custody Services Bank, Ltd. regarding
the management of securities and other trust assets by Trust & Custody Services Bank, Ltd. as the sub-trustee.
The Disposition of Treasury Stock shall be conducted by third party allotment to the Trust E Accountestablished at Trust & Custody Services Bank, Ltd. for the holding and disposition of the Company’s shares in
the administration of the Plan.
A total quantity of the disposition shall be 120,700 shares to Trust I and 231,300 shares to Trust II. The
number of shares disposed to Trust I is the quantity of shares expected to be awarded to the employees of theCompany and a portion of its subsidiary companies (hereinafter, “Eligible Employees”) in the first five (5) yearsof the trust term under the Policy on the Stock Compensation, and the number of shares disposed to Trust II isthe quantity of shares scheduled to be acquired from the Trust E Account by the NISSHA Employee Shareholding
Association (hereinafter, the “Shareholding Association”) over the next three (3) years of the trust term based on
the Shareholding Association’s annual purchase results. The disposition quantity of 352,000 shares accounts
for 0.69% (rounded to the second decimal place) of the 50,855,638 total issued and outstanding shares as of June30, 2019 (and accounting for 0.70% of the 499,465 total voting rights as of June 30, 2019).

2

* Content of Trust Agreements(1) Name

Trust Agreement I

Trust Agreement II

Stock Benefit Trust (J-ESOP)

Stock Benefit Trust (EmployeeShareholding Association Purchase-type)(2) SettlorCompany(3) Trustee

Mizuho Trust & Banking Co., Ltd. (Sub-trustee: Trust & Custody Services Bank, Ltd.)(4) Beneficiary

Eligible employees who satisfy the vesting Members of the Shareholding Association
requirements

who satisfy the beneficiary eligibility
requirements(5) Trust administrator

Company’s employees(6) Type of trust

Trust for money other than money trust

Designated money trust (third party benefit(third party benefit trust)trust)(7) Date of trust

November 27, 2019 (scheduled)agreement(8) Date of trust

November 27, 2019 (scheduled)funding(9) Term of trust

From November 27, 2019 (scheduled)

From November 27, 2019 (scheduled)through the end of the trust (a specificthrough January 10, 2023 (scheduled)ending date is not established, and the trust
will survive as long as Plan I is in place)

3. Calculation Basis for Price of Disposition and Specific Details Thereof

The price of the disposition shall be JPY 1,243, the closing price for the Company’s common stock on the TokyoStock Exchange, Inc. on November 7, 2019, the business day immediately preceding the date of the meeting ofthe Board of Directors approving the Disposition of Treasury Stock.
The Company regards it reasonable to determine that the closing pricing on the business day immediately
preceding the date of the meeting of the Board of Directors appropriately represents the Company’s corporate
value in the stock market.

3Furthermore, the disposition price of JPY 1,243 is 107.81% of the average closing price of JPY 1,153(rounded down to the nearest whole yen) in the immediately preceding one (1) month period retroactive from thebusiness day immediately preceding the date of the meeting of the Board of Directors, 117.15% of the averageclosing price of JPY 1,061 (rounded down to the nearest whole yen) in the immediately preceding three (3) month
period retroactive from the business day immediately preceding the date of the meeting of the Board of Directors,
and 113.93% of the average closing price of JPY 1,091 (rounded down to the nearest whole yen) in theimmediately preceding six (6) month period retroactive from the business day immediately preceding the date ofthe meeting of the Board of Directors. As the result of the foregoing considerations, it has been reasonably
determined that the disposition price for the Disposition of Treasury Stock is not especially favorable.
The four Audit and Supervisory Board Members attending the meeting of the Board of Directors (two of
which are Independent Audit and Supervisory Board Members) have expressed the opinion that the foregoing
disposition price does not constitute an especially favorable disposition price.

4. Matters Related to Procedures under the Code of Corporate Conduct

The Disposition of Treasury Stock does not require the acquisition of an opinion from an independent third party
and the procedures for confirming the intent of the shareholders set forth under Rule 432 of the Securities Listing
Regulations prescribed by the Tokyo Stock Exchange, Inc. since (i) the dilution ratio is less than 25%, and (ii)the disposition does not involve a change in the controlling shareholders.
End4