July 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 Issuance of New Shares as Stock-based Compensation
with Transfer Restriction
Please be informed that we made the following decision at our board of directors held on July 22, 2020
concerning issuance of new shares as stock-based compensation with transfer restriction (hereafter “NewShare Issuance”).
1. Overview of issuance(1) Payment due date(2) Type and number ofshares to be issued

August 21, 2020
Our ordinary shares: 42,900 shares(3) Payment amount

2,327 yen per share(4) Total amount of payment

99,828,300 yen(5) To be allotted toOur directors: 7 directors; 36,500 shares
Directors of our subsidiary: 2 directors; 6,400 shares(6) Others

Security notice in accordance with the Financial Instruments andExchange Act is submitted for the New Share Issuance.

2. Purpose and reason for issuance
We introduced at our ordinary general shareholders’ meeting held on June 26, 2020 the stockbased compensation plan (hereafter “Plan”) to issue shares with transfer restriction to our directors(including external directors, hereafter “Target Director”) for the purpose of granting to the Target
Directors the incentive with intention of sustainable improvement of our corporate value by further
promoting the treasury share ownership of the Target Directors as well as promoting further value
sharing with the Target Directors and shareholders.

The Plan stipulates that total amount of themonetary compensation credit provided as the compensation, etc. for the Target Directors concerning
the shares with transfer restriction shall be within 100,000,000 yen annually (among which is within
4,000,000 yen for external directors) (however, not including salary for the employee if she or he is anemployee serving also as a director), that the total number of ordinary shares to be issued to the Target
Directors or disposed of within one year since date of the ordinary general shareholders’ meeting
concerning each fiscal year shall be up to 70,000 shares (in the case of split (including complementary
allotment of our ordinary shares) or reverse split of our ordinary shares after approval and passage
date of this bill, or otherwise in the case that adjustment of the total number of our ordinary shares tobe issued or disposed of as shares with transfer restriction, such total number shall be adjusted in areasonable scope.), and that the transfer restriction period of shares with transfer restriction shall be
the period designated by our board of directors within three to five years.
In the Plan, we shall grant to each Target Director the monetary compensation credit equivalent topayment amount of the ordinary shares to be issued to such each Target Director or disposed of, andthe Target Directors shall pay all such monetary compensation credit as in-kind contribution property
and accept such ordinary shares.
Payment amount per ordinary share to be issued to the Target Directors or disposed of inaccordance with the Plan shall be determined at the board of directors within a scope where it does
not become particularly advantageous amount for the Target Director based on the closing price of ourordinary shares at Tokyo Stock Exchange (closing price on the preceding latest transaction date if thetransaction is not completed on such day) on the previous business day of the decision at each boardof directors to determine matters for offering of such ordinary shares.
For issuance or disposition of ordinary shares in accordance with the Plan, we and the Target
Directors shall enter into an agreement of share allotment with transfer restriction including the contentof 3. of overview below in such content (hereafter “Allotment Agreement”).
Our board of directors decided today to grant totally 84,935,500 of the monetary compensationcredit to the seven Target Directors scheduled for allotment as the stock-based compensation withtransfer restriction for the period from April 1, 2020 to March 31, 2021, and to allot totally 36,500 of ourordinary shares as the specified shares with transfer restriction by the targeted persons for allotment
granting all such monetary compensation credit through compensation in kind.

Amount of themonetary compensation credit for each Target Director has been determined comprehensively inconsideration of title and degree of contribution, etc. of each targeted person for allotment at ourcompany.

In addition, such monetary compensation credit shall be granted provided that each Target

Director enters into an Allotment Agreement with us or otherwise.
Similarly, also for two directors of our subsidiary (hereafter “Target Person for Allotment” together
with the Target Directors), we have decided to allot totally 6,400 of our ordinary shares as the specified
shares with transfer restriction in accordance with the same plan as the Plan.
3. Overview of Allotment Agreement①Period of transfer restriction
From August 22, 2020 to August 21, 2023
During the period of transfer restriction stipulated above (hereafter “Transfer Restriction Period”),
the Target Person for Allotment may not to any third party transfer, set the pledge, set the transfer
security right, provide by advancement, provide by will, or otherwise dispose of, the shares withtransfer restriction (hereafter “Transfer Restriction”) allotted to such Target Person for Allotment(hereafter “Allotted Shares”).
②Complementary acquirement of shares with Transfer Restriction
In the case that the Target Person for Allotment resigns from all positions of the director, auditor,executive, executing director or employee of our company or our subsidiary (hereafter “Our Group”)
during the Transfer Restriction Period, we shall naturally acquire the Allotted Shares for free ofcharge at the point of such resignation except if there is any reason considered by our board ofdirectors to be rightful (expiration of the term, etc.).
Additionally, if any of the Allotted Shares is not released of Transfer Restriction in accordancewith the stipulation of reason for release of Transfer Restriction in below ③ at the point of expirationof the Transfer Restriction Period (hereafter “Expiration Point of Period”), we shall naturally acquire
such Allotted Shares for free of charge at the point right after the Expiration Point of Period.
③Release of Transfer Restriction
We shall release the Transfer Restriction on all of the Allotted Shares held by the Target Personfor Allotment as the point of expiration of the Transfer Restriction Period at such point provided thatthe Target Person for Allotment was continuously in any position of the director, auditor, executive,executing director or employee of Our Group during the Transfer Restriction Period.

However, inthe case that the Target Person for Allotment resigns from all positions of the director, auditor,executive, executing director or employee of Our Group before expiration of the Transfer Restriction
Period due to any reason considered by our board of directors to be rightful (expiration of the term,etc.) or death, we shall at the point right after such resignation release Transfer Restriction
concerning the Allotted Shares in the number calculated by multiplying the number of months fromthe month to which the commencement date of the Transfer Restriction Period belongs until themonth to which resignation date of such Target Person for Allotment belongs subtracting with 36(however, it shall be 1 if it exceeds 1 as a result of calculation) by the number of Allotted Shares
held by the Target Person for Allotment at such point (however, if there is any fractional point under
one share as a result of calculation, such point shall be cut off.) provided that the Target Person forAllotment was continuously in any position of the director, auditor, executive, executing director or
employee of Our Group during the period from the payment due date until such resignation.
④Stipulation on management of shares
The Target Person for Allotment shall at Mita Securities Co., Ltd. complete opening of an accountwhere the Allotted Shares shall be listed or recorded in the manner designated by us, and shallkeep and maintain such Allotted Shares in such account until release of Transfer Restriction.
⑤Treatment in reorganization, etc.
If a merger agreement where we become the extinct company, a share exchange agreement orshare allocation plan where we become the wholly owned subsidiary, or other bill concerning
reorganization, etc. is approved at our general shareholders’ meeting (however, at our board ofdirectors if such reorganization, etc. does not require approval by our general shareholders’meeting) (only when the effective date of such reorganization, etc. arrives before Expiration Pointof Period; hereafter “Approval Point of Reorganization, etc.”) during the Transfer Restriction Period,and if the Target Person for Allotment resigns from the position of our director due to suchreorganization, etc., we shall release Transfer Restriction concerning the Allotted Shares at theimmediate point of the previous business day of the effective date of such reorganization, etc. forsuch Allotted Shares in the number calculated by multiplying the number of months from theapproval date until the month which includes such approval date subtracting with 36 (however, itshall be 1 if it exceeds 1 as a result of calculation) by the number of Allotted Shares held by theTarget Person for Allotment as of such approval date (however, if there is any fractional point under
one share as a result of calculation, such point shall be cut off.).
In addition, when reorganization, etc. is approved, we shall naturally acquire on the previous
business day of the effective date of such reorganization, etc., all of the Allotted Shares not released
from Transfer Restriction as of such date.

4. Ground for calculation and specific content of payment amountPayment amount for the New Share Issuance shall be 2,327 yen which is the closing price of ourordinary shares at Tokyo Stock Exchange as of the business day right before the resolution date ofour board of directors (July 21, 2020) to make the price by eliminating arbitrariness, and has been
determined at our board of directors to be a reasonable price which does not become advantageous
for the Target Person for Allotment.