February 20, 2024
Company name
RepresentativeLivesense Inc.
Taichi Murakami,President, Representative Directorand Executive Officer(Code number: 6054; TSE Standard Market)
Contact
Daisuke Katsura,
Director and Executive Officer
Phone: (81)-3-6683-0082

Notice of Disposal of Treasury Stock as Restricted Stock Compensation forEmployees

The Company hereby announces that a resolution was passed at the Board of Directors meeting
today to dispose of treasury stock as restricted stock compensation (“the Disposal”).
1. Overview of the Disposal(1) Payment date

May 29, 2024

(2) Number and type ofshares90,600 ordinary shares of the Company(3) Price

234 yen per share(4) Total amount21,200,400 yen(5) Allottee(s)151 of the Company’s employees (including executive officers whoare employees): 90,600 shares

2. Purpose of and reasons for the Disposal
The Company decided on the Disposal in accordance with the recently introduced Livesharerestricted stock plan. Refer to the separate press release for the purpose, reasons, and plan details.
The Company resolved to grant a total of 21,200,400 yen in monetary claims to 151 employees ofthe Company (including executive officers who are employees) who meet the prescribed requirements(the “Eligible Employees”), which translates to 90,600 ordinary shares of the Company (the “AllottedShares”) as the Disposal. Each eligible employee will be granted 600 shares, the number of shares in
six units of the Company’s stock. In addition, a period of approximately five years has been set as thetransfer restriction period for the Allotted Shares.
The Eligible Employees will pay all of the monetary claims provided to them as assets contributedin kind by way of subscription to the ordinary shares to be allocated by the Company through theDisposal. Furthermore, in conjunction with the Disposal, the Company will enter into a Restricted
Stock Allotment Agreement with the Eligible Employees, the contents of which include the points
outlined in “3. Overview of Allotment Agreement.”
The Allotted Shares will be allocated only to those Eligible Employees who wish to subscribe.

3. Overview of Allotment Agreement(1) Transfer restriction period
Eligible Employees shall not transfer, pledge, or otherwise dispose of the Allotted Shares during
the period from May 29, 2024 (payment date) to February 1, 2029.
(2) Conditions for lifting of transfer restriction
The transfer restriction on all of the Allotted Shares shall be lifted upon the conclusion of theRestriction Period, provided that the Eligible Employee has continuously held the position ofdirector, corporate auditor, executive officer, or employee of the Company or a subsidiary for aperiod of one year from the payment date (the “Term of Service”). However, in the event that theEligible Employee loses their position as a director, corporate auditor, executive officer, oremployee of the Company or a subsidiary during the Term of Service due to the expiration of theemployment period (except in the case of reemployment after reaching retirement age, provided
that the reemployment period has expired), or for any other reason deemed justifiable by the Boardof Directors of the Company (excluding the loss of position due to the death of the Eligible
Employee), the transfer restriction shall be lifted upon the conclusion of the Restriction Period.
The number of Allotted Shares shall be calculated by dividing the number of months from themonth including the payment date to the month including the date of said loss of position by 12,multiplied by the number of Allotted Shares (however, if the calculation results in a fraction of lessthan 100 shares, such fraction shall be rounded down, and if the rounding results in 0 shares, thenumber of shares shall be 100 shares). Furthermore, in the event that the Eligible Employee loses
their position as a director, corporate auditor, executive officer, or employee of the Company or asubsidiary due to death during the Restriction Period, the transfer restriction on all of the Allotted
Shares shall be lifted at the time of said loss of position.
(3) Acquisition by the Company without consideration
Naturally, the Company shall acquire the Allotted Shares for which the transfer restriction has
not been lifted without consideration upon the conclusion of the Restriction Period.
(4) Share management
The Allotted Shares shall be managed in a dedicated account for restricted stock opened by theEligible Employee with Daiwa Securities Co. Ltd. during the Restriction Period so that the AllottedShares may not be transferred, pledged, or otherwise disposed of during the Restriction Period.
(5) Handling of organizational restructuring
In the event that a merger agreement under which the Company becomes defunct, a shareexchange agreement under which the Company becomes a wholly owned subsidiary, a sharetransfer plan, or any other matters relating to organizational restructuring are approved at a General
Meeting of Shareholders of the Company (or, if approval at a General Meeting of Shareholders ofthe Company is not required for such organizational restructuring, the Board of Directors of theCompany) during the Restriction Period, the transfer restriction on all of the Allotted Shares shallbe lifted as of the business day immediately preceding the effective date of such organizational
restructuring upon resolution by the Board of Directors.
4. Basis and specifics for calculating the amount to be paid inThe Disposal is to be conducted with the monetary claims provided to the allottees as the assets tobe contributed. The amount to be paid in is set at 234 yen, which is the closing price of the Company’s
ordinary stock on the Tokyo Stock Exchange on February 19, 2024 (the business day before the dateof the Board of Directors resolution), to eliminate any arbitrariness. This is the market share priceimmediately prior to the date of the Board of Directors’ resolution. In the absence of special
circumstances indicating that the most recent share price cannot be relied upon, the Company believes
that this is a reasonable price that appropriately reflects the Company’s corporate value and is notparticularly favorable to the Eligible Employees.

News Release
Tuesday, February 20, 2024 / Livesense Inc. (securities code: 6054)

Livesense Introduces Liveshare, Japan’s First*1 Restricted Stock PlanThat Can Be Held After Retirement
Enhancing engagement of employees, including alumni, to promote stakeholder
management

Livesense Inc. (President and Representative Director: Taichi Murakami; Headquarters: Minatoku, Tokyo; Securities code: 6054) hereby announces the introduction of Liveshare, a first-of-itskind-in-Japan restricted stock plan, on Tuesday, February 20, 2024.

#Characteristics of the Plan"lEmployees can continue to hold the restricted stock (RS*2) after retirementlEvery employee*3 is granted a uniform number of shares of RS upon joining the CompanylReturns a portion of the Company’s profits to employees every year

Liveshare is a plan that grants employees shares (RS) with a five-year restricted transfer period.
The Plan consists of (1) shares granted upon joining the Company and (2) shares granted
annually. All employees are granted a uniform number of shares upon joining the Company,
making all employees both employees and shareholders. In addition, employees above a certain
rank and position are granted shares based on their performance every year, and the Company
returns a portion of the profits earned.
More and more companies are introducing RS in Japan. As of 2021, about 30%*4 of listedcompanies have introduced RS. However, eligibility is typically limited to directors or some
executives. In general, RS is also designed so that any shares that have not been released fromtransfer restrictions at the time of retirement are returned to the Company. Major characteristics

News Release
Tuesday, February 20, 2024 / Livesense Inc. (securities code: 6054)

of the Plan include that all employees are eligible regardless of their position or length of service
and that they can continue to hold the shares even if they retire before the transfer restriction islifted*5. In addition, granting RS reflecting the previous year’s profits is common for executive
compensation, but it is unique for employee compensation. This characteristic is designed toreflect our philosophy, including the aspect of “Happiness Begetting Happiness.”#Background and purpose of introducing the Plan"

In recent years, the importance of each stakeholder in corporate management, including
stakeholder management and human capital management, has been attracting attention.
Livesense believes that taking various stakeholders, including shareholders, users, and business
partners, into consideration and earning the long-term trust of stakeholders is extremely
important for a company to provide value to society and survive. In particular, the Company
considers its employees, the source of its competitiveness, important stakeholders.
As such, the purpose of the Plan is to increase engagement with employees through the grantingof RS and to allow the Company to grow together with its employees.
Compared to other stock-based compensation plans, such as stock options, RS is unique in that
employees become direct shareholders and have the rights and sensibilities of shareholders.
The Company expects this to result in employees taking an interest in improving corporate value
not only from the standpoint of an employee but also from that of a shareholder.
Providing appropriate returns to the employees who drive the Company’s change and growth isalso essential. By using RS, the Company hopes to achieve long-term and sustainable growthand provide greater returns through higher stock prices and other means rather than short-term
incentives like bonuses. The transfer restriction period for this RS is set at five years, which isrelatively long. The Company was listed on TSE Mothers five years after its founding. The
transfer restriction period reflects our desire to be aware of and pursue the future five years fromnow, considering that five years is enough time to take a business that was started from scratch
to listing.
Furthermore, in principle, employees can continue to hold this RS even if they retire before thetransfer restriction is lifted. RS is generally designed to be returned to the company uponretirement with the expectation that it will have a retention effect. However, the Company’sobjective in introducing the Plan is not to retain employees by avoiding losses but to increase
employee engagement. As such, this RS is designed to be held even after retirement.

News Release
Tuesday, February 20, 2024 / Livesense Inc. (securities code: 6054)#Overview of the Plan"(1) RS granted upon joining
the Company(2) RS granted annually

Eligibility

All employees*3

All full-time employees above a certain
rank and position

Number of shares
grantedEquivalent to around
150,000 yen

Granted according to the previous year’s
performance and rank/position*A unit of shares equivalent to around
150,000 yen is granted based on
the share price on the day before
the resolution date

*The previous year’s operating profit multiplied by aspecific coefficient (1-10%) is used as the basis, andthe amount is granted according to rank and position.

TimingUpon joining the Company

Once a year

Initial granting

May 2024 (tentative)

2025 (tentative), based on FY2024
operating profit(Will also be granted to allexisting employees)
Transfer
restriction period

Approx. 5 years

Handling uponretirement

Continued holding#Continued involvement with alumni*6 and community building"

The IT industry is one with high labor mobility, and the movement of talent through job changes
or entrepreneurship contributes to adaptability to change and innovation. At the Company,
however, relationships between employees and alumni or between alumni often continue evenafter retirement, and more and more alumni are rejoining the Company later. The Company
believes that such human connections and being a place people want to come back to are also
crucial to achieving sustainable growth.
When employees who have joined the Company because they share its philosophy and vision
depart for new places, the Company sends them off with gratitude for their past contributions. It
also continues to be involved with them after retirement as individuals or shareholders. This is
one of the forms of membership the Company pursues.
Going forward, the Company will also work on building a new community that includes alumni.

News Release
Tuesday, February 20, 2024 / Livesense Inc. (securities code: 6054)*1. Based on the Company’s research as of February 20, 2024
*2. A plan in which a company grants shares free of charge to directors and employees as anincentive. However, the disposition or sale of such shares is restricted for a certain period,
after which the restriction is lifted (often conditional on continued service). After therestriction is lifted, the shares can be sold for cash.
*3. Applies to indefinite-term full-time employees regardless of work location, job duties, or work
hours.
*4. Source: “Short Review: Restricted Stock” by Nikko Research Review (https://www.nikkoresearch.co.jp/wp-content/uploads/2021/07/sr202107_0002.pdf)*5. There are some exceptions regarding holding the shares after retirement.
*6. Former employees. In the human resources field, alumni refers to retirees other than those
who have reached retirement age.

#About Livesense Inc. (URL: https://en.livesense.co.jp/)"Livesense Inc. has developed various HR and real estate services under the corporate vision of“Invent the next common.” It seeks to be a company that customers and society need byinventing “the next common.”・Company name: Livesense Inc.
・Address: 10F TOKYO PORT CITY TAKESHIBA, 1-7-1 Kaigan, Minato-ku, Tokyo・Established: February 8, 2006
・Capital: 237 million yen
・Representative: Taichi Murakami, President and Representative Director
・Business description: Internet Media Management Business#Inquiries Concerning This Release"

Media inquiries: PR Dept.live-pr@livesense.co.jp
Shareholder and investor inquiries: IR Dept.ir@livesense.co.jp