May 13, 2022
Company Name: Sun Frontier Fudousan Co., Ltd.
Representative: Seiichi Saito,President and Representative Director(Stock Code: 8934, TSE Prime Market)
Inquiries: Takeshi Hirahara,
Executive Officer and General Manager ofCorporate Planning Department
TEL: 03-5521-1551

Notice Concerning Introduction of Restricted Shares Remuneration System
As separately disclosed in the “Decision on the Transition to a Company with an Audit & Supervisory Committee”
dated March 16, 2022 and the “Notice Concerning Partial Amendments to the Company's Articles of Incorporation”
dated May 13, 2022, the Company has decided to make the transition to a Company with an Audit & Supervisory
Committee on the condition that approval is obtained at the 23rd Annual General Meeting of Shareholders(hereinafter referred to as “the General Meeting of Shareholders”) scheduled to be held on June 21, 2022.
In line with this, the officers’ remuneration system was reviewed, and we resolved to introduce the remuneration
system for restricted shares (hereinafter referred to as “the system”) at the Board of Directors meeting held today,and to submit a proposal regarding the system to the General Meeting of Shareholders. Details are as follows.

1. Purpose and Conditions of Introduction of the System(1) Purpose of introduction
The system applies to directors who are not an Audit & Supervisory Committee member of the Company(excluding outside directors, hereinafter referred to as the “target director.”). The purpose of this system is toprovide an incentive to continuously improve the corporate value of the Company and to promote further
sharing of value with shareholders.
(2) Conditions for introduction
Since the system is to grant restricted shares as a remuneration, etc., of directors to the target director or toprovide cash remuneration credits as a remuneration for granting restricted shares, the introduction of thesystem is subject to the approval of shareholders for the provision of such remuneration in the General
Meeting of Shareholders.
At the 18th Annual General Meeting of Shareholders held on June 23, 2017, the amount of remuneration,etc., for directors of the Company was 360 million yen or less per year (including 36 million yen for outside
directors) (however, this does not include salaries for employees of directors that also serve an employee.)
Separately, at the 22nd Annual General Meeting of Shareholders held on June 22, 2021, it was approved thatshare acquisition rights, which is a share-based compensation type stock option to be exercised at the timeof retirement, will be allotted to directors (excluding outside directors) in amounts not exceeding 36 million
yen per year.
In line with the transition to a Company with an Audit & Supervisory Committee system in the General
Meeting of Shareholders, the Company plans to submit a proposal regarding the amount of remuneration,etc., of directors who are not Audit & Supervisory Committee members, and directors who are Audit &Supervisory Committee members, respectively, and to request the approval of its shareholders for the1

establishment of the remuneration limit pertaining to the system for the target director separately from such
remuneration limit.
On the condition that the proposal relating to the system is approved and passed in the General Meeting ofShareholders, the Company will abolish the stock option plan for directors except for those already granted
and will not issue new share acquisition rights as stock options for directors in the future.
2. Outline of the System
The granting of restricted shares under the system shall be carried out either (i) as renumeration etc. to directors
by issuing or disposing of common shares of the Company, without requiring payment by cash or delivery ofproperty, or (ii) by issuing cash remuneration claims to the target director and having the cash remuneration
claims contribute in kind and issuing or disposing of the Company's common shares.
The total number of common shares of the Company to be issued or disposed of under the system shall be no
more than 50,000 shares per year, and the total amount of remuneration shall be no more than 36 million yen peryear, separately from the cash remuneration limit (however, should the total number of issued shares of theCompany change due to consolidation of shares or split of shares (including allotment of shares withoutcontribution), the maximum number shall be adjusted according to the ratio.)
In addition, if the Company issues or disposes of its common shares by the method described in (ii) above, theamount to be paid per share shall be determined in the Board of Directors based on the closing price of theCompany's common shares on the Tokyo Stock Exchange on the business day prior to the Board of Directors
resolution day pertaining to the issuance or disposal (if no transaction is made on that day, the closing price on
the immediately preceding trading day) to the extent that it is not particularly advantageous to the target director.
In order to realize the sharing of shareholders' value over the medium to long term, which is one of the purposesof introducing the system, the transfer restriction period shall be the period from the date of delivery of therestricted shares to the date on which the target director resigns or retires from the position specified by theCompany's director or other Board of Directors. The specific timing of payment and allocation to each target
director will be determined by Board of Directors of the Company.
With respect to the grant of restricted shares under the system, the Company and the target director shall enter
into an agreement for allotment of restricted shares (hereinafter referred to as the “Allotment Agreement”). The
contents thereof shall include the following matters:
ithe target director may not transfer, create a security interest, or otherwise dispose of the shares during theperiod from the date of delivery of the restricted shares to the date when the target director resigns or retires
from the position specified by the Company's director or other Board of Directorsii in the event of violation of laws and regulations, internal rules, or the Allotment Agreement, or any otherevent stipulated in the Board of Directors of the Company as one for which it is reasonable to acquire suchshares without compensation, to acquire such shares without compensation as a matter of course(Reference)
As announced in the “Notice Regarding Disposal of Treasury Shares as Restricted Shares for Executive Officer andCertain Employees” dated the same day, restricted shares will also be granted to executive officers and certain
employees of the Company.

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