May 22, 2020

To whom it may concern,
Company: Tamagawa Holdings, Co., Ltd.
Representative: President, Toru Masuzawa(JASDAQ Code: 6838)
Contact: Management Planning Division, Ryota Tanaka
Tel: 03-6435-6933

Notice on Introduction of Stock Compensation Plan with Restriction of Transfer
Please be informed that we decided in the board of directors held today to introduce the stockcompensation plan (hereafter “the Plan”) with restriction of transfer targeting our company’s director(s)(hereafter “the Target Director(s)”) and to raise discussion of the Bill at the 52nd Ordinary GeneralShareholders’ Meeting to be held on June 26, 2020 (hereafter the “General Shareholders’ Meeting”)
1. Purpose of introduction of the Plan
To give the Target Directors incentive to aim for sustainable improvement of our company’s
corporate value as well as promoting further value sharing with the Target Directors and ourshareholders.
2. Overview of the Plan
(1) Type and total number of shares with restriction of transfer to be issued or disposed of for the Target
Directors
Shares with restriction of transfer to be issued or disposed of for the Target Directors under thePlan shall be our ordinary shares and such number shall be determined in the board of directors.
However, the total number of ordinary shares to be issued or disposed of for the Target Directors
within a year from the ordinary general shareholders’ meeting concerning each business year
under the Plan shall be within 70,000 shares.
In the case that our company needs share splitting (including complementary allotment of ourcompany’s shares) with the date after the resolution in the General Shareholders’ Meeting as theeffective date for the ordinary shares, or adjustment of the total number of our company’s otherordinary shares to be issued or disposed of as shares with restriction of transfer in the case ofreverse split, we shall reasonably adjust the total number of the ordinary shares to be issued or
disposed of under the Plan in consideration of splitting proportion and reverse split proportion, etc.
(2) Payment amount for shares with restriction of transfer
Payment amount per ordinary share to be issued or disposed of for the Target Directors under
the Plan shall be determined in the board of directors to the extent where such amount does not
become beneficial to the Target Directors based on the closing price of our company’s ordinary
shares at Tokyo Stock Exchange on the previous business day of the resolution date of eachboard of directors determining offers of such ordinary shares (closing price of the latest precedingdealing date if the deal is not closed on such day).
(3) Provision of monetary compensation credit and contribution in kind
Our company shall provide the monetary compensation credit equivalent to the payment
amount of the ordinary shares to be issued or disposed of for each Target Director, and suchTarget Directors shall pay all of such monetary compensation credit as contribution in kind toreceive such ordinary shares.
(4) Execution of agreement of share allotment with restriction of transfer
For issuance or disposition under the Plan, our company and the Target Directors shall enter
into the agreement of share allotment with restriction of transfer including the content of thefollowing overview.

In addition, if the Target Director is a non-resident of Japan, the stock-price-

linked monetary compensation under the conditions equivalent or similar to the shares withrestriction of transfer of this Bill (amount equivalent to the shares with restriction of transfer of thisBill or dividends) may be provided to such Target Director as monetary amount.
① The Target Director must not transfer to any third party, or make attachment to, orotherwise dispose of, the ordinary shares issued or disposed of under the Plan or acertain period of time.
② In the case of a certain reason, our company shall naturally acquire all or part of suchordinary shares for free.
3. Raising discussion for the General Shareholders’ Meeting
Since the Plan provides the Target Directors with monetary compensation credit equivalent tothe amount paid for ordinary shares to be issued or disposed of as shares with restriction oftransfer, we shall raise discussion to the General Shareholders’ Meeting the bill required forprovision of such monetary compensation credit, issuance or disposition of such ordinary sharesmust be subject to approval of our shareholders on such bill in the General Shareholders’Meeting.
Additionally, while the compensation amount for our company’s directors has been approved in
the 29th Ordinary General Shareholders’ Meeting held on June 27, 1997 to be within
150,000,000yen annually (however, not including salary as the servants for those serving as
servants and directors), provision of the monetary compensation credit by the Plan shall beseparately made, and we will ask our shareholders for approval for it to be within 100,000,000yen(among which, less than 4,000,000 for the external directors) annually.

For money to beprovided to the Target Directors by stock-price-linked monetary compensation which can beprovided if the Target Directors are non-residents of Japan, the amount to be recorded as
expense for such provision shall be within the scope of less than 100,000,000yen (among which,less than 4,000,000 for the external directors) annually with the monetary compensation forgranting of shares with restriction of transfer.