IR NEWSDate: June 26, 2024
To all whom it may concern
Contact:
Director and Managing Executive Officer
Hisashi Honda
Tel: +81-3-3544-2000

Notice Regarding the Disposal of Treasury Stock as Restricted Stock Remuneration
to Directors and Executive Officers
At the Board of Directors meeting held today, Hanwa Co., Ltd. (hereinafter: “Hanwa”) passed aresolution to dispose of treasury stock (hereinafter: the “Disposal of Treasury Stock”) as restricted
stock as follows.
1．Overview of the Disposal(1) Disposal dateJuly 23, 2024

(2) Class and number of shares to bedisposed ofCommon stock of Hanwa: 24,505 shares(3) Disposal price

6,160 yen per share(4) Total disposal price

150,950,800 yen(5) Scheduled Subscribers

7 Executive Directors: 12,335 shares
15 Executive Officers: 12,170 shares(6) Other

With regard to the Disposal of Treasury Stock, Hanwa
has submitted an extraordinary report in accordancewith the Financial Instruments and Exchange Act.

2．Purpose and reason for the Disposal
At the meeting of the Board of Directors held on May 12, 2023, a resolution was passed regarding
the introduction of a restricted stock remuneration plan (hereinafter: the “Plan”) for the Executive
Directors of Hanwa, including future appointed Directors (hereinafter: the “Eligible Directors”), inorder to provide them with incentives to sustainably increase Hanwa’s corporate value, as well as tofurther promote shared interests between Directors and shareholders. At the 76th Ordinary General
Shareholders Meeting held on June 23, 2023, it was approved that, in accordance with the Plan,
Hanwa may grant monetary remuneration claims of no more than 150 million yen per year to the1IR NEWS
Eligible Directors as property contributed in kind, which is beyond the scope of the current monetary
remuneration limitations, and the transfer restriction period shall consist of the time from the datewhen restricted stock is granted to the date when the Eligible Director retires or resigns as Hanwa’s
Director and from all other post(s) specified by the Board of Directors.
The overview of the Plan is as follows.
<Overview of the Plan>
Under the Plan, Eligible Directors will pay in as property contributed in kind all of the monetary
remuneration claims provided by Hanwa and will receive the issuance or disposal of common stockof Hanwa.
The total number of shares of common stock of Hanwa to be issued or disposed of under the Plan
shall not exceed 50,000 shares per year and the amount paid per one share of Hanwa common stock
will be decided by the Board of Directors based on the closing price of Hanwa’s common stock on theTokyo Stock Exchange on the business day preceding the date of the resolution of the Board ofDirectors (if there is no transaction concluded on said date, the closing price of the most recent
trading day preceding said date) to the extent that it will not be excessively favorable for the Eligible
Directors.
When Hanwa issues or disposes of common stock under the Plan, Hanwa and the Eligible Directors
shall conclude a restricted stock allocation agreement, which shall include the following terms:(i) an Eligible Director shall not transfer, create a security interest on, or otherwise dispose of Hanwa‘s common stock allocated under the allocation agreement during a predetermined period; and(ii) if certain specified events occur, Hanwa shall acquire the allocated shares without consideration.
In addition to the Executive Directors of Hanwa, Hanwa has introduced a plan to grant restricted
stock to Executive Officers of Hanwa who do not concurrently serve as directors of Hanwa in thesame manner as the Executive Directors of Hanwa. Hanwa’s Board of Directors resolved at its
meeting held today to grant restricted stock as follows.
At the meeting of the Board of Directors held today, Hanwa passed a resolution to grant monetary
remuneration claims in a total amount of 150,950,800 yen and consequently 24,505 shares ofHanwa’s common stock (hereinafter: the “Allotted Stock”) in exchange for in-kind contribution of themonetary remuneration claims (the amount thereof to be contributed is 6,160 yen per share) to 7
Eligible Directors and 15 Executive Officers taking into consideration the purpose of the Plan, thebusiness performance of Hanwa, the scope of the work responsibility of each subscriber and othercircumstances and following deliberation by the Executive Remuneration Committee, the majorityof which is composed of independent outside Directors and outside Auditors.

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IR NEWS<Overview of the Allocation Agreement>
Hanwa and the Eligible Directors will individually conclude a restricted stock allocationagreement (hereinafter: the “Allocation Agreement”), the overview of which is as follows. Hanwa
will also enter into generally similar restricted stock allocation agreements with Hanwa'sExecutive Officers.
(1) Restriction period
An Eligible Director shall not transfer, create a security interest on, or otherwise dispose of theAllotted Stock during a period from July 23, 2024 (“Disposal Date”) until the date when theEligible Director retires or resigns as Hanwa’s Director and Executive Officer (if the date of such
retirement or resignation is before July 1, 2025, then until July 1, 2025, or if the date of such
retirement or resignation is on the date of the Ordinary General Shareholders Meeting, then until
the first day of the following month).
(2) Conditions for lifting the transfer restriction① On the condition that the Eligible Director has continuously served as Director or Executive
Officer of Hanwa from July 23, 2024 (Disposal Date) to the conclusion of the Ordinary General
Shareholders Meeting for the fiscal year ending March 31, 2025 (hereinafter: the “Period ofService”), Hanwa shall lift the transfer restrictions on all of the Allotted Stock at theexpiration of the restriction period.
② If the Eligible Director retires or resigns either of the positions as Director or Executive Officerof Hanwa during the Period of Service, Hanwa shall lift, at the expiration of the restriction
period, the transfer restrictions on the number of shares of Allotted Stock obtained bymultiplying the number obtained by dividing the number of months from July 2024 to themonth including the date of retirement or resignation by 12 (if this number exceeds 1, thenthis number shall be deemed to be 1), by the number of shares of Allotted Stock (if any fractionless than 1 share arises as a result of the calculation, such fraction shall be rounded down);
provided, however, that if the Eligible Director retires or resigns either of the positions as
Director or Executive Officer of Hanwa during the Period of Service due to death or otherreasons acknowledged as justifiable by Hanwa’s Board of Directors, Hanwa shall lift, at theexpiration of the restriction period, the transfer restrictions regarding all the Allotted Stock.
(3) Acquisition of the Allotted Stock by Hanwa without consideration
Upon expiration of the transfer restriction period or at such other time specified in the Allotment
Agreement, Hanwa shall acquire without payment of consideration the Allotted Stock for whichtransfer restrictions have not been lifted.

3IR NEWS(4) Management of Allotted Stock
During the restriction period, the Allotted Stock will be managed in a dedicated restricted stock
account opened by the Eligible Director with Daiwa Securities Co. Ltd. so that the Eligible Director
cannot transfer, create a security interest on, or otherwise dispose of the Allotted Stock during therestriction period.
(5) Measures to be taken upon restructuring, etc.
If a merger agreement under which Hanwa is the disappearing company, a share exchange
agreement or stock transfer plan under which Hanwa becomes a wholly-owned subsidiary, or otherevent involving organizational restructuring, etc. is approved at Hanwa’s General Shareholders
Meeting (or at Hanwa’s Board of Directors meeting in the case where approval of the General
Shareholders Meeting is not required for the said organizational restructuring, etc.) during thetransfer restriction period, the transfer restrictions shall be lifted with regard to all of the Allotted
Stock by resolution of Hanwa’s Board of Directors immediately before the business day prior to
the effective date of the said organizational restructuring, etc.; provided, however, that if the time
immediately preceding the business day immediately before the effective date of the saidorganizational restructuring, etc. falls on or before July 1, 2025, Hanwa shall acquire all of theAllotted Stock without consideration on the business day immediately preceding the effective dateof the said organizational restructuring, etc..
3．Basis of calculation of paid-in amount and specific details thereofThe Disposal of Treasury Stock will be carried out with the monetary remuneration claims paid
to the subscribers based on the Plan as the contributed assets. The amount to be paid per share is6,160 yen, which is the closing price of Hanwa’s common stock on the Tokyo Stock Exchange on June25, 2024 (the business day immediately prior to the date of the resolution of the Board of Directors),
in order to adopt a price that is not arbitrary. This price is the market value immediately prior tothe date of the resolution of the Board of Directors, is a reasonable price that properly reflects
Hanwa’s corporate value in a state where there are no special circumstances under which the mostrecent stock price should not be relied upon, and is not especially favorable to the subscribers.
END

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