April 28, 2017
Company name: SUBARU CORPORATION
Representative: Yasuyuki Yoshinaga, President
Code number: 7270 (First Section of Tokyo Stock Exchange)
Contact for inquiries: Katsuo Saito
General Manager of Administration Department,
Corporate Administration Division
Phone: +81-3-6447-8825

Notice regarding introduction of a Restricted Stock Compensation Plan
Subaru Corporation (the “Company”) hereby announces that its Board of Directors, at the meeting held on April 28,
2017, resolved to introduce a Restricted Stock Compensation Plan (the “Plan”) as a part of its efforts to review theexecutive compensation plan and to submit a proposal regarding the introduction of the Plan to the Annual General
Meeting of Shareholders planned to be held in late June 2017 (the “General Meeting”).
1. Purpose of the introduction of the Plan
The introduction of the Plan is intended to provide an incentive for the Company’s Directors other than the Outside
Directors (hereinafter the “Eligible Directors”) and corporate vice presidents (hereinafter collectively referred to as
the “Eligible Officers”) to achieve sustained improvement of the corporate value of the Company and to share moreof that value with our shareholders. The plan is the compensation plan under which restricted stock is granted to theEligible Officers.
The Plan is in accordance with the tax reform in the financial year 2016. The tax reform has introduced the tax
treatment regarding: the date when income tax is charged on directors, etc.; the deductibility of remuneration paid todirectors, etc. in compensation for services rendered by them in a corporation's income tax; and others. This new tax
treatment is applicable to the cases where stocks are granted to directors, etc. of corporations in compensation forservices rendered by them subject to the conditions including the restriction on the transfer of the stocks for a certainperiod.
2. Overview of the Plan
(1) Class and number of restricted stocks to be granted to the Eligible Officers
The restricted stocks to be granted to the Eligible Officers under the Plan will be common stocks of the Company,
the number of which is to be determined by the Board of Directors after the deliberation by the Executive
Compensation Meeting. The total number of common stocks to be issued or disposed of by the Company to theEligible Directors under the Plan shall not exceed 100,000 shares per year.**In the event where the Company engages in any action which possibly have impacts on stock
value per share, such as share split or consolidation of shares, the effective date of which is after
the General Meeting resolution, the maximum total number of common stocks of the Company
to be issued or disposed of may be reasonably adjusted in consideration of the ratio of the share
splitting or the consolidation of shares.

(2) Amount to be paid in for a restricted stock under the Plan
The amount to be paid in per share by the Eligible Officers for common stocks of the Company to be issued or
disposed of under the Plan shall be determined by the Board of Directors, by taking into account the average closing
price of the common stock of the Company on the Tokyo Stock Exchange over the one month period immediately
preceding the Board resolution, and within the scope which will not be particularly favorable to the Eligible Officers
who subscribe the common stocks granted under the Plan.
1(3) Grant and in-kind contribution of monetary claim
Under the Plan, the Company grants to each of the Eligible Officers, as a part of their compensation, monetary claim
equivalent to the amount to be paid in for the granted restricted stocks to the Company. The Eligible Officers thenwill pay in all the monetary claim as in-kind contribution to the Company to be issued, or disposed of by theCompany, the common stocks of the Company.
(4) Executing a contract regarding the grant under the Plan
In the case of issuing or disposing of the common stock of the Company under the Plan, a contract regarding thegrant of the restricted stock shall be executed between the Company and the respective Eligible Officers, which sets
forth provisions including:(i) the Eligible Officers shall be prohibited, for a period of three years, from transferring, setting collateralrights for, or otherwise disposing of the common stocks of the Company that are granted to them pursuant tothe contract; and(ii) in the case of occurrence of specified event the Company shall acquire the said common stock at no cost.
3. Proposal to be submitted to the General Meeting
Since the Plan involves the Company’s grant of monetary claim equivalent to the amount to be paid in for thegranted restricted stocks to the Eligible Directors as compensations, the proposal will be submitted at the General
Meeting to enable the grant of the said monetary claim, and the introduction of the Plan is subject to approval of theshareholders at the General Meeting.
The shareholders at the 85th Annual General Meeting held on June 28, 2016, approved of the total compensation of
the Directors up to 1.2 billion yen (including maximum 200 million yen for Outside Directors). At the coming
General Meeting, the Company plans to seek the shareholder’s approval for granting monetary claim up to 200
million yen, within the previously-approved compensation cap, to the Eligible Directors as compensation under thePlan.

2