April 26, 2024
FOR IMMEDIATE RELEASE
Company Name:

Oriental Land Co., Ltd.

Representative Director and President: Kenji Yoshida
Stock Code: 4661 (Prime Market of TSE)

Notice of Establishment of Oriental Land Happiness of Children Foundation and
Disposal of Treasury Stock through Third-Party Allotment

Oriental Land Co., Ltd. (the “Company”) announces that it will establish the Oriental Land Happiness of Children
Foundation (the “Foundation”) and dispose of treasury stock through third-party allotment to provide continuous andstable support for the Foundation’s activities, as resolved at the Board of Directors meeting held on April 26, 2024.
The disposal of the treasury stock will be implemented subject to approval at the 64th Annual Meeting ofShareholders to be held on June 27, 2024.
1. Establishment of the Foundation(1) Purpose of the Foundation’s establishment
The Oriental Land Group (the “Group”) has set out its goal for 2030 as “Bringing more ‘Happiness’ to you andthe community.” to create sustained happiness, its value proposition, and realize sustainability management thataims to achieve long-term sustainable growth and contribute to a sustainable society. This expresses the Group’sintention to bring happiness not only to guests and other stakeholders closely related to our Theme Parks, but also
to have a positive impact on all stakeholders as well as the society surrounding the Group.
In doing so, the Group has selected eight ESG areas of materiality for capturing growth opportunities andeliminating risks from a sustainability perspective. One of the eight fields is “Happiness of Children.” Our goal isto expand initiatives that enrich the minds of children and foster the development of children, who are our future,
while at the same time addressing social issues related to children, important stakeholders in our businessactivities.
We have decided to establish the Foundation as part of our activities to foster the development of children, who
are our future. By working to support the realization of children’s dreams and aspirations through the Foundation’sactivities, we aim to expand children’s options for the future and thus contribute to a sustainable society.
(2) Outline of the Foundation①

Name

Oriental Land Happiness of Children Foundation②Address

1-8-1 Mihama, Urayasu City, Chiba Prefecture③

Administrative Director

Toshio Kagami④Activities

The following activities in Japan(1) Scholarship assistance for students (in vocational schools, universities,etc.) who require financial support(2) Providing grants to organizations related to human resource development
and other related activities (e.g., holding lectures)(3) Other activities necessary to achieve the purpose of the Foundation
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⑤

Estimated funding for

Approximately 200 million yen per year (planned)

activities

The Company plans to make a donation of 3 million yen on theestablishment of the Foundation. This donation, together with the money tobe received as the beneficiary of the trust to which the treasury stock will
be disposed of in 2. below and other donations, will be the source of funds.

⑥

Date of establishment

July 2024 (planned)

2. Disposal of Treasury Stock(1) Outline of disposal①

Number of shares
to be disposed of②

Disposal price③

Amount ofproceeds④

Method of offeringor disposal

18,000,000 shares of common stock (0.99% of shares outstanding)
1 yen per share
18,000,000 yen
Disposal through third-party allotment⑤

Planned allottee

Mizuho Trust & Banking Co., Ltd.

⑥

Date of disposal

To be determined⑦

OtherA Securities Notification Form under the Financial Instruments and Exchange Act
has been filed with regard to the disposal of treasury stock. The disposal of thetreasury stock is subject to a special resolution on the offering of shares at afavorable price at the 64th Annual Meeting of Shareholders to be held on June 27,2024. Other details relating to the disposal will be resolved at the Board of Directors
meeting to be held subsequent to the Meeting of Shareholders.

(2) Purpose and reason for disposal
The Foundation will provide scholarship programs to assist children with financial need to pursue higher
education, such as universities and vocational schools. We believe that supporting the development of humanresources who will contribute to society in areas such as education, culture, art, food, sports, and entertainment
will support our business activities through the generation of future guests and employees, as well as lead to oursustainable growth and medium- to long-term increase in corporate value.
In order for the Foundation to carry out its activities in a continuous and stable manner in accordance with its
purpose, the Company will establish a third-party-benefit trust (hereinafter referred to as the “Trust”) with Mizuho
Trust & Banking Co., Ltd. as the trustee and the Foundation as the beneficiary, and the Trust will purchase the sharesof the Company. The Trust will provide trust proceeds from dividends on the Company’s shares, etc. to theFoundation, which will carry out activities funded by the trust proceeds.
The disposal of treasury stock will be made to the Trust, which will be established to contribute to the funding of
the Foundation’s activities.
(3) Amount, use, and expected timing of spending of proceeds① Amount of proceeds
A.

Total amount to be paid in

18,000,000 yen

B.

Estimated costs of the offering

0 yen

C.

Estimated net proceeds

18,000,000 yen
2② Specific use of proceeds
The estimated net proceeds above are to be used for the costs incurred for the preparation for the establishmentof the Foundation.
(4) Reasonableness of use of proceeds
The proceeds will be used for expenses, such as attorney’s fees, incurred in connection with establishment of theFoundation. Each of those expenses is necessary for the establishment of the Foundation, and we believe said useof proceeds is reasonable in light of the Foundation’s activities.
(5) Reasonableness of terms and conditions of disposition, etc.
① Basis and details for calculating amount to be paid in
The disposal of the treasury stock is for the purpose of assisting the activities of the Foundation, and the proceeds
are to be used to establish the scheme as described in (3) ② above. Therefore, we believe that the disposal price of
1 yen per share is reasonable. Since the disposal of the treasury stock qualifies as an offering at a favorable price tothe Foundation, the disposal is subject to a special resolution at the 64th Annual Meeting of Shareholders to be heldon June 27, 2024.
② Basis for determining that the number of shares to be disposed of and the scale of share dilution are reasonable
In carrying out the Foundation’s business in a continuous and stable manner, we believe that the number of shares
to be disposed of is of a reasonable size to finance the support of the Foundation’s activities. Moreover, since theimpact on the secondary market triggered by the disposal of the treasury stock will be small, as it is not currentlyexpected, under the scheme of the Trust, that the treasury stock would be sold into the market after the disposition,
we believe that the number of shares to be disposed of is a reasonable amount.
As the extent of dilution of shares of the Company’s stock resulting from the disposal of the treasury stock issmall, representing 0.99% (rounded to the second decimal place) of the total shares outstanding of 1,818,450,800
shares, we believe that the impact on the stock price will be small.
(6) Reason for selection of planned allottee, etc.
① Outline of planned allottee
A. Name: Mizuho Trust & Banking Co., Ltd.
B. Outline of trust agreement*
Settlor

The Company

TrusteeMizuho Trust & Banking Co., Ltd.

Beneficiary

Oriental Land Happiness of Children Foundation

Date of trust agreement

To be determined

Term of trust

To be determined

Purpose of trust

To put into effect the Foundation’s activities by providing dividends on the sharesof common stock of the settlor, as issuer, to the beneficiary as trust proceeds.

*Details of the trust agreement to be executed between the Company and the trustee will be determined in thefuture.
Note: Mizuho Trust & Banking Co., Ltd. is a subsidiary of Mizuho Financial Group, Inc., and the Company has
confirmed that neither the allottee nor the officers or major shareholders (main investors) of the allottee have arelationship with antisocial forces according to research based on public information on the website anddisclosure documents (e.g., Corporate Code of Conduct) of said company and has submitted a written3

confirmation to that effect to the Tokyo Stock Exchange, Inc.
② Reason for selection of planned allottee
In order to achieve the purpose described under “(2) Purpose and reason for disposal,” we have determined that
Mizuho Trust & Banking Co., Ltd. was the most suitable due to its excellent track record and experience in trust
business and have selected the Trust, with Mizuho Trust & Banking Co., Ltd. as the trustee, as the planned allottee.
③ Planned allottee’s policy on holding shares
Pursuant to the trust agreement to be executed in the future, the Trust plans to hold the shares to be dispose except
where it is deemed that achieving the purpose of the trust, namely to maintain the Foundation as beneficiary, isdifficult.
Upon termination of the trust, the trust property is delivered to the beneficiary as is.
Furthermore, the voting rights of the shares held by the Trust, which is a third-party-benefit trust, upon disposalof the treasury stock shall be exercised by Mizuho Trust & Banking Co., Ltd. as a third-party external organization
separate from the Company, with an emphasis on improving long-term corporate value.
The Company plans to receive a letter of assurance from Mizuho Trust & Banking Co., Ltd., the allottee, (i) that
if all or part of the disposed shares are transferred within two years from the date of payment, the names andaddresses of the transferees, number of shares transferred, date of transfer, transfer price, reason for transfer, methodof transfer, etc. will be immediately reported in writing to the Company, (ii) that the Company will report the detailsof such report to the Tokyo Stock Exchange, and (iii) that the details of such report will be made publicly available.
④ Confirmed facts regarding existence of assets necessary for payment by the planned allottee
Mizuho Trust & Banking Co., Ltd., as allottee, will make the payment in cash, which is the trust property of theTrust to be established by the Company.
(7) Major shareholders and shareholding ratios after disposal
Before Disposal (as of March 31, 2024)

After Disposal

Keisei Electric Railway Co., Ltd.

19.07% Keisei Electric Railway Co., Ltd.

19.07%The Master Trust Bank of Japan, Ltd.

9.54% The Master Trust Bank of Japan, Ltd.

9.54%

(Trust account)(Trust account)

Mitsui Fudosan Co., Ltd.

5.44% Mitsui Fudosan Co., Ltd.

5.44%

Custody Bank of Japan, Ltd. (Trust account)

4.28% Custody Bank of Japan, Ltd. (Trust account)

4.28%

Chiba Prefecture

3.63% Chiba Prefecture

3.63%

Custody Bank of Japan, Ltd. (Trust account

1.23% Custody Bank of Japan, Ltd. (Trust account

1.23%No. 4)

No. 4)STATE STREET BANK WEST CLIENT –1.14% STATE STREET BANK WEST CLIENT –1.14%

TREATY 505234
Mizuho Trust & Banking Co., Ltd.
Retirement Benefit Trust Mizuho Bankaccount

TREATY 505234
1.10% Mizuho Trust & Banking Co., Ltd.
Retirement Benefit Trust Mizuho Bankaccount

1.10%

Re-trust trustee: Custody Bank of Japan, Ltd.

Re-trust trustee: Custody Bank of Japan, Ltd.
JP MORGAN CHASE BANK 385781

0.83% Mizuho Trust & Banking Co., Ltd.

0.99%

(Oriental Land Happiness of Children
Foundation trust account)
GOVERNMENT OF NORWAY

0.78% JP MORGAN CHASE BANK 385781
40.83%

Notes: 1. The shareholding ratios are calculated as a percentage of total shares outstanding and rounded to the second
decimal place.
2. The major shareholders and shareholding ratios after disposal are based on the shareholder register as ofMarch 31, 2024, and only take into account the increase or decrease in the number of shares resulting fromthe disposal of the treasury stock.
(8) Future prospects
We recognize that the impact on the Company’s future business results will be minor. We will promptly discloseif any matters requiring disclosure arise in the future.
(9) Matters relating to procedures based on the Code of Corporate Conduct
Because (i) the dilution ratio is less than 25% and (ii) there is no change in controlling shareholders, there is noneed to obtain an opinion from an independent third party or to follow the procedures for confirming the intent ofshareholders pursuant to Article 432 of the Securities Listing Regulations established by the Tokyo Stock Exchange.
(10) Business results and status of equity finance for the last three years① Business results for the last three years (consolidated)
Fiscal year ended

Fiscal year ended

Fiscal year ended

March 31, 2022

March 31, 2023

March 31, 2024

275,728 million yen

483,123 million yen

618,493 million yen

Consolidated operating profit

7,733 million yen

111,199 million yen

165,437 million yen

Consolidated ordinary profit

11,278 million yen

111,789 million yen

166,005 million yen

Profit attributable to owners of parent

8,067 million yen

80,734 million yen

120,225 million yen

Consolidated profit per share

4.93 yen

49.29 yen

73.39 yen

Dividend per share

28.00 yen

40.00 yen

13.00 yen

Consolidated net assets per share

461.82 yen

506.50 yen

579.56 yen

Consolidated net sales

Note: The Company conducted a 5-for-1 stock split of common shares effective April 1, 2023. Consolidated profit
per share and consolidated net assets per share were calculated assuming that the stock split was conductedat the beginning of the fiscal year ended March 31, 2022. Dividends per share for the fiscal years ended
March 31, 2022 and 2023 represent the actual dividend amount before the stock split.
② Current number of shares outstanding and dilutive shares (as of March 31, 2024)
Number of shares
Shares outstanding
Dilutive shares at current conversion
price (exercise price)
Dilutive shares at minimum conversion
price (exercise price)
Dilutive shares at maximum
conversion price (exercise price)

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Percentage of shares outstanding

1,818,450,800100%――%――%――%

③ Recent share prices
A. Over the last three years
Fiscal year ended MarchFiscal year ended MarchFiscal year ended March

31, 2022

31, 2023

31, 2024

Opening price

3,324 yen

4,682 yen

4,555 yenHigh

4,970 yen

4,778 yen

5,765 yenLow

2,920 yen

3,354 yen

4,475 yen

Closing price

4,702 yen

4,528 yen

4,849 yen

Note: The Company conducted a 5-for-1 stock split of common shares effective April 1, 2023. The share prices forthe fiscal years ended March 31, 2022 and 2023 are figures that take into account the stock split.
B. Over the last six months
20232024

OctoberNovember

DecemberJanuary

February

MarchOpening price

4,958 yen

4,956 yen

5,030 yen

5,238 yen

5,476 yen

5,351 yenHigh5,051 yen

5,350 yen

5,360 yen

5,765 yen

5,555 yen

5,410 yenLow

4,502 yen

4,905 yen

4,981 yen

5,106 yen

5,051 yen

4,814 yen

Closing price

4,857 yen

5,025 yen

5,251 yen

5,502 yen

5,363 yen

4,849 yen

C. Share price on the business day immediately prior to the date of resolution of disposition
April 25, 2024
Opening price

4,680 yenHigh4,699 yenLow4,593 yen

Closing price

4,606 yen

④ Status of equity finance for the last three years
Not applicable.

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