August 7, 2024(Translation)
Dear all,Name of Company:
Name of Representative:

SEGA SAMMY HOLDINGS INC.
Haruki Satomi,President and Group CEO,
Representative Director(Code No. 6460, Tokyo Stock Exchange Prime)
Further Inquiry:

Makoto Takahashi,
Executive Vice President,
Executive Officer,
Managing Director of
Corporate Planning Division(TEL: 03-6864-2400)

Notice regarding the Determination of Details of the "Stock-granting ESOP Trust”
and Disposal of Treasury Stock by Third-Party Allotment
SEGA SAMMY HOLDINGS INC. (the "Company") has resolved to introduce an employee incentiveplan "Stock-granting ESOP Trust" (“System”) targeting for employees of the Company at the Board ofDirectors meeting on May 10, 2024, and it hereby notifies that it determined the details of the System,
including the total amount of shares to be acquired under the System at the Board of Directors meeting
held today. In conjunction with this, the Company has also resolved the disposal of treasury stock by
third-party allotment (the "Treasury Stock Disposal"), as described below.
Description
1.

2.

Overview of Disposal(1) Date of disposal

August 30, 2024

(2) Type and number ofshares to be disposed(3) Disposal amount

2,000,000 shares of Company’s common stock(4) Total disposal amount

4,362,000,000 yen(5) Planned Allotteei)(6) OtherThe Treasury Stock Disposal stock is subject to theeffectiveness of securities registration statements filed
under the Financial Instruments and Exchange Act.

2,181 yen per share

The Master Trust Bank of Japan, Ltd. (Officer’scompensation BIP Trust Account)
50,000 shares (109,050,000 yen)ii) The Master Trust Bank of Japan, Ltd. (Stock-granting
ESOP Trust account)
1,950,000 shares (4,252,950,000 yen)

Purpose and Reason for Disposal
The Company resolved to introduce the System targeting for eligible employees at the Board of1

Directors meeting on May 10, 2024 with the aim of raising the awareness of the eligible employees
to participate in the management of the Company to improve its corporate value over the medium tolong-term, as well as to further enhance the sharing of value with shareholders and to further increase
morale and willingness to contribute to performance improvement. In addition, some of our groupcompanies have obtained approval at their respective general meetings of shareholders to introduce
the officer’s compensation BIP trust (the “BIP Trust”), an incentive plan for officers similar to theStock-granting ESOP (Employee Stock Ownership Plan) Trust (the “ESOP Trust”), not only for
employees of the group companies, but also for directors (Together with the eligible employees, the"System Participants".)
The Treasury Stock Disposal is conducted through a third-party allotment of treasury stock to The
Master Trust Bank of Japan, Ltd. as co-trustee of the officer’s compensation BIP Trust Agreement
and the Stock-granting ESOP Trust Agreement, which the Company has entered into with Mitsubishi
UFJ Trust and Banking Corporation. in accordance with the introduction of the BIP Trust and ESOP
Trust.
The number of shares to be disposed of is the number of shares expected to be granted to System
Participants during the trust period in accordance with the share grant regulations, and the scale ofthe dilution will be 0.83% (rounded to the second decimal place; Percentage of total voting rights of
2,148,827 as of March 31, 2024: 0.93%) of the total number of shares outstanding as of March 31,2024 (241,229,476 shares).
Since the Company’s shares allocated through the Treasury Stock Disposal will be delivered tothe System Participants in accordance with the share grant regulations and the shares from theTreasury Stock Disposal are not expected to flow out to the stock market at any one time, heCompany has judged that the impact on the stock market with this matter will be minimal and thatthe scale of the shares disposed of and the dilution are reasonable.
【Details of each trust agreement】
Types of trusts
Monetary trusts other than specified solely managed monetary trusts(other-benefit trusts)
Purpose of the(BIP Trust) To grant incentives to directors of the Company's group
trustcompanies(ESOP Trust) To grant incentives to the eligible employees
ConsignorThe CompanyTrustee
Mitsubishi UFJ Trust and Banking Corporation(Co-Trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiaries
System Participants who meet the requirements for Beneficiaries
Trust
A third party that does not have any interest in the Company
Administrator
Trust
August 2024 (Plan)
agreement date
Duration of theAugust 2024 (Plan) ~ September 2027 (Plan)
trust
Start date ofSeptember 2024 (Plan)
the System
Exercise of(BIP Trust) Will not exercise
voting rights(ESOP Trust) The Trustee will exercise the voting rights of the Company's
2Type of shares
to be acquired
Total amount ofshares to beacquired
Method ofacquisition ofshares
Holder ofvested rights
Residual assets

3.

shares in accordance with the instructions of the Trust Administrator
reflecting the voting status of the candidate of Beneficiaries.
The Company’s common stock
4,362,000,000yen
Will be acquired from the Company (treasury stock disposal)
The Company
Residual assets that can be received by the Company, as the holder of thevested rights, shall be within the extent of the trust expense reserve, whichis the trust fund minus the funds for share acquisition.

Bases of Calculation of Disposal Amount and its details
The disposal amount is set at ¥2,181, the closing price of the Company's shares on Tokyo Stock
Exchange, Inc. on the business day preceding the resolution at the Board of Directors meeting on
the Treasury Stock Disposal (August 6, 2024) to eliminate arbitrariness considering the recent shareprice trends. The reason we decided to use the closing price of the Company's shares on thebusiness day immediately prior to the Board of Directors meeting is that it is the market value of theCompany immediately prior to the Board of Directors meeting resolution, and we believe that it ishighly objective and reasonable basis for the calculation.
The Audit & Supervisory Committee expressed the opinion that the above disposal amount does
not constitute a particularly favorable disposal amount.

4.

Procedures under the Corporate Code of Conduct
Since the dilution ratio of the shares in this matter is less than 25% and there is no change incontrolling shareholder, it is not necessary to obtain an opinion from an independent third party or toconfirm the intent of shareholders as stipulated in Rule 432 of the Securities Listing Regulations
established by Tokyo Stock Exchange, Inc.

3

(Reference) Outline of the System
2) Contribution offunds

Group Companies【Consignor】
The Company
7) Provision ofresidualassets3) Companyshares

4) Dividends

2) Trust setting3) Payment

1) Establishment ofstock grant regulations【Trustee】
Mitsubishi UFJ Trust and Banking

6) Vesting of theCompany shares

Corporation(Co-Trustee: Japan Master Trust Bank, Ltd)
Stock-granting ESOP Trust【Beneficiaries】
EligibleemployeesCompany shares and cash5) Instructions for exercise ofvoting rights, etc.
Trust Administrator

1)
2)
3)
4)
5)

6)

7)

The Company and group companies of the Company will establish share grant regulations at the timeof the introduction of the System.
The Company will set up the ESOP Trust, whose Beneficiaries will be eligible employees of theCompany who satisfy the requirements for Beneficiaries by placing the money in trust together withmoney contributed by the group companies.
ESOP Trust will acquire the number of the Company's shares expected to be vested to the Beneficiaries
from the Company (the Treasury stock disposal), using the money contributed in (2) above as thesource of funds, in accordance with the instructions of the Trust Manager.
Dividends are paid to the Company's shares in the ESOP Trust in the same manner as other Companyshares.
With respect to the Company's shares in the ESOP Trust, the Trust Administrator will provide
instructions for the exercise of voting rights and other rights as a shareholder throughout the trust
period, and the ESOP Trust will exercise its rights as a shareholder in accordance with such
instructions.
During the trust period, a certain number of points will be granted to the eligible employees inaccordance with the share grant regulations, based on the degree of achievement of the performancetargets set forth in the medium-term plan over the eligible period of three years. In addition, eligible
employees who fulfill certain requirements will, in principle, receive a grant of shares of the Company's
stock equivalent to a certain percentage of such points after the end of the eligible period of three years
and the Company shares corresponding to the remaining points will be converted into cash within theESOP Trust in accordance with the provisions of the trust agreement, and will receive a cash payment
equivalent to the amount of the conversion price.
Upon termination of the ESOP Trust, the residual assets after distribution to the Beneficiaries will belong
to the Company to the extent of the trust expense reserve, which is the trust fund minus the funds forstock acquisition.

(Note) During the trust period, if there is a possibility that the number of shares in the ESOP Trust may
fall short of the number of shares corresponding to the accumulated points granted to eligible4employees, or that the money in the trust assets may be insufficient to pay trust fees and trust
expenses, additional money may be placed in the ESOP Trust.
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