June 21, 2024
ADEKA CORPORATION

Notice of Disposal of Treasury Sharesas Restricted Stock Compensation
ADEKA CORPORATION (President and Chief Executive Officer, Representative Director:Hidetaka Shirozume) has decided to dispose of treasury stock as restricted stock awards(hereinafter referred to as "Treasury Stock Disposal" or "Disposal") at the Board ofDirectors' meeting held on 21 June, 2024 as follows.
1.

Overview of the Disposal(1) Disposal date(2) Class and number ofshares to be disposed(3) Disposal price(4) Total value of shares
to be disposed19 July, 2024（scheduled）
57.6 thousand shares of our common stock
3,173 yen per share
182,764,800 yen
4 directors*: 22.5 thousand shares(5) Allottees and number
thereof, number ofshares to be allotted* Excluding directors serving on the Audit and Supervisory
Committee and external directors
16 executive officers**：35.1 thousand shares** Excluding those who concurrently serve as directors
The(6) OtherCompany

hassubmitted

anextraordinary

reportregarding the Disposal of Treasury Stock pursuant to theFinancial Instruments and Exchange Act.

2.

Purpose and reason of the disposition

At the board of Directors' meeting held on 22 May, 2017, the Company resolved to introduce
a stock compensation plan (the "Plan") under which directors (excluding external directors)
and executive officers (hereinafter referred to as "allocated executive officers") will beallocated restricted stock to shareholders and executive officers for the purpose of further
enhancing corporate value. Under the plan, We will pay monetary compensation receivablesof up to ¥150 million per year to directors for the acquisition of restricted stock, and up to 0.1
million shares per year. We have received approval for the issuance, etc. In addition, at the159th Ordinary General Meeting of Shareholders held on 18 June, 2021, We received approval
for the transition from a company with a board of auditors to a company with an audit andsupervisory committee and the provision of monetary compensation receivables of up to ¥150
million per year to directors (excluding directors serving as members of the Audit andSupervisory Committee and external directors) for the purpose of issuing shares of restricted
stock, and the issuance of up to 0.1 million shares of common stock per year in accordancewith this system prior to the transition. As a result, this treasury stock disposal will be
implemented for those eligible for allocation as part of this system. The Overview of thissystem is as follows.
【Overview of the System】
Under the system, We grants to the allotted companies a monetary compensation claim
based on a resolution of the board of directors in order to allocate shares with restriction ontransfer every fiscal year, in principle, and causes the Company to invest all such monetarycompensation claims in kind as property of contribution in kind, thereby causing theallotment target person to issue or dispose of our common shares and hold them.
The total amount of monetary compensation receivable to be paid to the directors subject
to the plan shall be ¥150 million per annum or less (excluding the salary for employees of adirector who is also an employee). In addition, the total number of shares of common stockthat we will issue or dispose of to target directors under the plan shall be no more than 0.1
million shares per year (provided, however, that in the event of a stock split of our commonstock (including a free allocation of shares of our common stock) or reverse stock split, or inother cases where an adjustment in the total number of shares to be allocated inaccordance with these cases is required, the total number of such restricted shares may bereasonably adjusted. Including the amount to be paid to the allocated executive officers,which is outside the scope of the director compensation limit, the total number of sharesand the amount to be disposed of as described in "1. Overview of the Disposal." Theamount to be paid per share shall be the closing price of our common stock on the Tokyo
Stock Exchange on the business day prior to the date of resolution of each board ofdirectors meeting (in the event that the transaction is not consummated on the same day,the closing price on the most recent trading day prior thereto). The board of directors shalldetermine the specific timing of payment and allocation to each allotment target person. In
the course of issuing or disposing of our common shares under the plan, we shall enter into
an agreement on the allotment of shares with a restriction on transfer (hereinafter referredto as the "Allotment Agreement") between the Company and the allotment target person,
which shall include (i) the allocable recipients shall not transfer or mortgage or otherwise
dispose of our common shares allocated under the Allotment Agreement for apredetermined period (for a period of 3 years or more), and (ii) in the event of certain
events, the Company shall acquire such common shares without charge.
【Current restricted stock awards】
Taking into consideration the purpose of the plan, our performance, the scope of theduties of each allocable target person and various circumstances, we have decided to granta total of 57.6 thousand shares of our common stock, including monetary compensation

claims totaling 182,764,800 yen. In addition, in order to realize the granting of incentives
and the sharing of shareholder value for the purpose of continuously increasing corporate
value, which is the purpose of the introduction of this system, the transfer restriction period
is 3 years or more. In the event of the disposition of treasury stock, 20 persons eligible forallotment shall be entitled to receive the disposition of the shares by paying all suchmonetary compensation claims to us as property of contribution in kind in accordance withthe Plan.
3.

Summary of the Allotment Agreement（1） Restricted period

19 July, 2024 to 19 July, 2027

（2） Termination Conditions of Restriction on Transfer
Any and all Shares allotted to each allocable target person under this Allotment
Agreement (hereinafter referred to as the “Allotment Shares”) shall be terminated at thetime of expiration of the Restriction on Transfer, provided that the Allotment Participant
remained in any of the positions of the directors and executive officers of the Company
during the Restriction on Transfer.
（3） Free acquisition by us①We will naturally acquire, without charge, all Allotment Shares for which theRestriction on Transfer has not been terminated at the period of expiration of theRestriction on Transfer at the time immediately following the time of expiration of theRestriction on Transfer.
②We shall not apply to a allocable target person is made, unless: (a) he or she issentenced to imprisonment or severer punishment during the period of restriction ontransfer; (b) he or she is subject to a petition for commencement of bankruptcy
proceedings; (c) he or she is subject to a disposition for delinquency of attachment, taxes
or public dues; (d) he or she resigns from any of our positions as directors or executiveofficers; (i) he or she assumes or re-assumes any of the above positions simultaneouslywith his or her resignation; (ii) he or she resigns from any of the above positions due toresignation due to justifiable grounds, such as his or her resignation or illness, or any
other unavoidable reason; and (iii) he or she resigns due to his or her death. All of theAllotment Shares shall be acquired without charge as of the time the allocable target
person comes under any of the foregoing items.
③If the allocable target person falls under any of the events described in paragraph②(d)(ii) or (iii) above, we will, as a matter of course, acquire the Allotment Shares
without charge in the number obtained by subtracting the number of (b) from thenumber of (a) below at the time the allocable target person resigns.
(a) The No. of shares of the Allotted Shares(hereinafter referred to as the "Number of Shares")(b) The number obtained by multiplying the number of months from the monthincluding the disposition date of the Allotted Shares (hereinafter referred to as the"Disposition Date") by the number obtained by dividing the number of months
from the month including the day on which the Allocated Shares retired from anyof the positions of Directors and Executive Officers by 12 (if the calculation resultsin excess of 1, the number shall be 1) by the Allotted Shares (provided, however,that if the calculation results in a fraction of less than 1 share, such fraction shallbe discarded).
④Where, for reasons such as relocation, it is reasonably expected that an allocabletarget person will fall under the category of a non-resident under the Income Tax Act, wewill, as a matter of course, acquire, without charge, the Allotted Shares in the number
obtained by subtracting the number of (b) from (a) below at the time when a decision ismade by us to change the contents of duties, etc. that are reasonably expected to fallunder the category of a non-resident with regard to the allocable target person(hereinafter referred to as the "Decision on Change of Duty, etc."):(a) Number of Shares(b) The number shall be the number obtained by multiplying the number of months
from the month that includes the date of this disposition to the month thatincludes the day on which the Decision on Change of Duty, etc. was made by thenumber obtained by dividing the number of months from the month that includes
the date of this disposition by 12 (if the calculation results in excess of 1, thenumber shall be 1) by the number of the Allotted Shares (provided, however, that
if the calculation results in a fraction of less than 1 share, such fraction shall berounded off).
⑤In addition to the foregoing, if any of the allocable target person (a) is approved byour board of directors to have engaged in a Competition (except with our prior writtenconsent), or (b) is approved by our board of directors to have in material violation oflaws, regulations, or our internal rules, we will also acquire, without charge, all of theAllotted Shares (provided, however, that only that part of the Allotted Shares isdetermined to be reasonable in the case of (b)).
（4） Control of shares
The Allottable Shares are managed by a dedicated account opened by the allocabletarget person at Mizuho Securities Co., Ltd. during the period of the transfer limit so that
the Company may not transfer, create a security interest or otherwise dispose of theShares during the period of the transfer restriction. In order to ensure the effectivenessof the transfer restrictions, etc. related to the Allottable Shares, we and the allocabletarget person have entered into an agreement with Mizuho Securities Co., Ltd. inconnection with the control of the account of the Allottable Shares held by the allocabletarget person.
（5） Treatment in organizational restructuring, etc.
In the case where, during the limited period of the transfer, the number of the monthfrom the month including the start date of the limited period of the transfer, to the monthincluding the effective date of the reorganization, etc. by the month including the starting
date of the limited period of the transfer, etc. is divided by 12 (if the result of thecalculation exceeds 1, it shall be 1) and the number of the allotted shares held by theallocable target person immediately before the effective date, etc. is multiplied by thenumber of the shares held by the allottee (if the result of the calculation does not require
the approval of the shareholders' meeting with regard to the reorganization, etc. in thecase where the matters related to the share exchange agreement, the share transfer
plan, and other matters related to the reorganization, etc. in which we become a whollyowned subsidiary are approved at our general meeting of shareholders (however, in thecase where such reorganization, etc. is not required by our general meeting ofshareholders), the number of the shares to be transferred as a result of thereorganization, etc.shall cancel the restriction on the transfer of the Allotted Shares at thetime immediately prior to the business day before the Effective Date, etc. of such
Reorganization, etc. In this case, as of the business day prior to the effective date of theorganizational restructuring, we will naturally acquire, without charge, all of the Allotment
Shares for which the restriction on transfer has not been terminated on the same day.
4.

Basis for calculating the amount to be paid and the specific contents thereof

The disposal of treasury stock to the planned allotment will be conducted using monetarycompensation claims or monetary claims paid as restricted stock awards for FY2024 under
this plan as investment properties. The disposal value is the closing price of our common
stock on the prime market of the Tokyo Stock Exchange on 20 June, 2024 (the business dayprior to the resolution date of the board of directors), which is 3,173 yen, in order toeliminate arbitrary considerations. This is the market share price immediately prior to thedate of resolution of the board of directors and is not considered to be a reasonable andparticularly favorable value.
■Contacts
ADEKA CORPORATION
Publicity ＆ Administration group , Legal Affairs ＆ Publicity Department
E-mail: somu@adeka.co.jp

Note: This document is a translation of a part of the original Japanese version and provided for reference purposes only. In the event of any discrepancy
between the Japanese original and this English translation, the Japanese original shall prevail.