Note: This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.

June 26, 2024
4-1-28 Toranomon, Minato-ku, TokyoJapan Communications Inc.
Naohisa Fukuda
Representative Director-President(Code No.: 9424)
For enquiries: Mitsuru Kodaira
Executive Officer and CFO
Tel: +81-3-5776-1700

Announcement of Issuance of New Shares as Restricted Stock Remuneration
Japan Communications Inc. (JCI) hereby announces that JCI, at its Board of Directors meeting held today(the “Board of Directors Meeting”), resolved to issue new shares as Restricted Stock (the “Issuance ofNew Shares”) to its directors (“Director(s)”) and to its executive officers and employees (“ExecutiveOfficer(s)”), as follows.

1.

Summary of issuance to Directors(1) Date of allotment of shares forsubscription(2) Class and total number ofshares to be issued(3) Issue price(4) Total value of issue(5) Scheduled allottees(6) OtherJuly 17, 2024
523,500 common shares of JCI stock
191 yen per share (*)*Whereas the shares shall be delivered without consideration, asremuneration for Directors (Article 202-2 of the Companies Act),the issue price is set at 191 yen per share, being the closing priceof JCI’s common shares on the Tokyo Stock Exchange on thebusiness day immediately preceding the day of resolution at theBoard of Directors Meeting (June 25, 2024), which is deemed thefair evaluation value of JCI’s common shares for the purpose of
the Issuance of New Shares.
99,988,500 yen
Seven Directors: 523,500 shares
An Extraordinary Report shall be submitted pursuant to theFinancial Instruments and Exchange Act regarding the Issuanceof New Shares.

1 / 5

2.

Summary of issuance to Executive Officers(1) Payment date(2) Class and total number ofshares to be issued(3) Issue price(4) Total value of issue(5) Scheduled allottees(6) Other3.

July 17, 2024
391,000 common shares of JCI stock
191 yen per share
74,681,000 yen
Eight Executive Officers: 391,000 shares
An Extraordinary Report shall be submitted pursuant to theFinancial Instruments and Exchange Act regarding the Issuanceof New Shares.

Objectives and reasons for issuanceAt its Board of Directors meeting held on May 10, 2022, JCI resolved to introduce a restricted stock
remuneration plan for Directors (the “Plan”) in order to provide an incentive to Directors to achievesustained growth in JCI’s corporate value, and to foster their heightened sense of shared value withshareholders, by further strengthening the link between compensation for Directors and JCI’s share value.
Further, at the 26th Ordinary General Shareholders Meeting held on June 28, 2022 (the “ShareholdersMeeting”), matters such as the following were approved and adopted: (i) the total number of JCI’s commonshares to be issued or disposed of to Directors under the Plan shall be no more than 560,000 shares peryear and the total value thereof shall be no more than 100 million yen per year (however, if a share split(including allotment of JCI’s common shares without consideration) or share consolidation of JCI’scommon shares is conducted with an effective date on or after the date of the resolution at theShareholders Meeting, JCI may adjust the total number or the total value of these shares as necessary,
within a reasonable range on or after the effective date); (ii) Directors shall not be required to make any
payment of cash, etc. in relation to the issuance or disposition of JCI’s common shares to them under thePlan; and (iii) a restricted stock allotment agreement shall be executed between JCI and each of theDirectors that contains matters set forth below in relation to the issuance or disposition of JCI’s commonshares to them under the Plan (the “Allotment Agreement”).
Following the approval and adoption of the matters above, JCI, by considering the purpose of the Plan,
the business results of JCI, and other various circumstances, resolved at the Board of Directors Meeting
to issue its common shares to Directors and have them held by Directors without requiring payment ofcash or delivery of property contributed in kind in exchange therefor.
Further, at the Board of Directors Meeting, JCI resolved to issue its common shares to Executive Officers
and have them held by Executive Officers under the same terms as those applicable to the issuance ofrestricted stock to Directors under the Plan. In relation to this, at the Board of Directors Meeting, JCI
resolved to grant to Executive Officers monetary compensation claims to be used as property contributedat the time of acquisition of restricted stock; accordingly, Executive Officers shall receive issuance of JCI’s

2 / 5common shares by paying in the full amount of the monetary compensation claims as property contributedin kind.
<Summary of the Allotment Agreement>
JCI shall separately execute an Allotment Agreement with each of Directors and Executive Officers (the“Director(s), Etc.”); the summary of the terms and conditions of the Allotment Agreement is as follows:(1)

Transfer restriction period
Directors, Etc. shall not transfer, create a security over, or otherwise dispose of JCI’s commonshares allotted to them pursuant to the Allotment Agreement (the “Allotted Shares”) for five years(the “Transfer Restriction Period”) from the date on which they received allotment (the “AllotmentDate”) pursuant to the Allotment Agreement (the “Transfer Restriction”).

(2)

Events of acquisition without consideration
If a Director, Etc. resigns or retires from the position of a Director, Etc. during the Transfer Restriction
Period, JCI shall automatically acquire without consideration all Allotted Shares whose Transfer
Restriction has not been released by the time of their resignation or retirement, unless there is areason that JCI’s Board of Directors deems justifiable. Other events for acquisition without
consideration shall be as set forth in the Allotment Agreement pursuant to the resolution of JCI’s
Board of Directors.

(3)

Release of the transfer restriction
Notwithstanding the provisions of (1) above, subject to a Director, Etc. holding the office of Director,Etc. throughout the period up to the last day of the respective periods set forth in the items below,
the Transfer Restriction shall be released for the Allotted Shares at the rate set forth in the relevant
item upon expiration of the relevant period (each release upon expiration of each such period, a“Release of Transfer Restriction”):(a)

For two years from the date of allotment: One-fourth of the number of Allotted Shares;(b)

For three years from the date of allotment: One-fourth of the number of Allotted Shares;(c)

For four years from the date of allotment: One-fourth of the number of Allotted Shares;
and(d)For five years from the date of allotment: All of the Allotted Shares whose TransferRestriction has not been released by the time of expiration of the said period.

3 / 5However, if a Director, Etc. makes a notice to the effect that the Director, Etc. does not desire a
Release of Transfer Restriction by the last day of any period set forth in these items (a “Notice”) toJCI, the relevant Release of Transfer Restriction shall not take place upon expiration of the relevant
period pertaining to the Notice. In that case, the Transfer Restriction for the Allotted Shares shall bereleased upon expiration of the period subsequent to the period pertaining to the Notice (or if theDirector, Etc. provides another Notice by the last day of that subsequent period, then the further
subsequent period; the same applies thereafter) at the rate combining the rates set forth in these
items for each of the periods for which no Release of Transfer Restriction has taken place due tothe Notice (or the Transfer Restriction shall be released for all Allotted Shares if no Release ofTransfer Restriction has taken place by the time of expiration of the period set forth in item (d) above).
Further, if a Director, Etc. resigns or retires from the office of Director, Etc. during the Transfer
Restriction Period due to their passing or severe illness precluding the Director, Etc. from continuing
service as a Director, Etc., the Transfer Restriction shall be released as of the time immediately
following the resignation or retirement for all Allotted Shares whose Transfer Restriction has notbeen released by that time, subject to the Director, Etc. holding the office of Director, Etc. throughout
the period from the Allotment Date to the time of resignation or retirement.
Further, JCI shall automatically acquire, without consideration, all Allotted Shares whose Transfer
Restriction has not been released by the time of the expiration of the Transfer Restriction Period
pursuant to the provisions above.
(4)

Handling of the Allotted Shares in corporate reorganization
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, any of (i) amerger agreement where JCI will become an absorbed company; (ii) a share exchange (kabushikikokan) agreement or a share transfer (kabushiki iten) plan pursuant to which JCI will become awholly-owned subsidiary; or (iii) other matters relating to JCI’s corporate reorganization is approved
at a shareholders meeting of JCI (or by JCI’s Board of Directors in the case where no approval of ashareholders meeting of JCI is required in relation to the corporate reorganization), JCI shall, byresolution of its Board of Directors, release the Transfer Restriction for the Allotted Shares before
the effective date of the corporate reorganization, in the number reasonably determined based on
the period from the Allotment Date to the date of approval of the corporate reorganization.
Further, in the case set forth above, JCI shall automatically acquire, without consideration, at thetime immediately following the release of the Transfer Restriction pursuant to the provisions above,
all Allotted Shares whose Transfer Restriction has not been released yet by that time.

4 / 5

(5)

Other matters
Other matters regarding the Allotment Agreement shall be determined at JCI’s Board of Directors.

4.

Basis of calculation and specific details of amount to be paid in at the time of the Issuance of New
Shares to Executive Officers

As stated above, the Issuance of New Shares to Executive Officers shall be conducted pursuant to theresolution of JCI’s Board of Directors, by using, as property to be contributed, the monetary compensation
claims granted by JCI to Executive Officers, and the amount to be paid in therefor is set at 191 yen per
share, which is the closing price of JCI’s common shares on the Tokyo Stock Exchange on the business
day immediately preceding the day of resolution at the Board of Directors Meeting (June 25, 2024). Given
the present situation where there are no noticeable specific circumstances that make it impossible to relyon the recent stock price, JCI deems such amount to be paid in as a rational amount that properly reflects
JCI’s corporate value and therefore not particularly favorable to Executive Officers.

About Japan Communications Inc. (JCI)
Japan Communications Inc. is the mobile solution innovator that has created the MVNO industry with its
vision since its establishment in 1996. In today's world, where digitalization is advancing and everything isconnected through networks, our patented technology, the Personal Wireless Leased Line, has obtained
PCI DSS certification, an international security standard, for all its main systems. This technology isadopted in fields that require high levels of security, such as the police, banks, and credit card companies.
Furthermore, JCI is building a common platform for secure and reliable digital IDs that provide the highest
level of security without compromising convenience. This enables the provision of safe and convenientservices for the entire society, including financial transactions using smartphones. We continue to embrace
our challenger spirit, aiming to provide a safe mobile environment as cross-border social infrastructure.

5 / 5