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

August 6, 2024

Consolidated Financial Results
for the Three Months Ended June 30, 2024
(Under Japanese GAAP)

Company name: YAMAE GROUP HOLDINGS CO., LTD.
Listing:
Tokyo Stock Exchange and Fukuoka Stock Exchange
Securities code:
7130
URL:
https://www.yamaegroup-hd.co.jp
Representative:
Hiroto Omori, President and Representative Director
Inquiries:
Masaki Nagano, Managing Executive Officer and CFO; General Manager, Finance Dept.
Telephone:+81-92-412-0711–
Scheduled date to commence dividend payments:
Preparation of supplementary material on financial results:
Yes
Holding of financial results briefing:
None(Amounts less than a million yen are rounded down to the nearest million yen.)

1. Consolidated financial results for the three months ended June 30, 2024 (from April 1, 2024 to June 30,2024)(1) Consolidated operating results (cumulative)
Net sales
Three months ended(Percentages indicate year-on-year changes.)

Operating profit

Profit attributable toowners of parent

Ordinary profit

Millions of yen%

Millions of yen%

Millions of yen%

Millions of yen%

June 30, 2024

239,760

58.1

2,366

2,765

(21.4)

958

June 30, 2023

151,650

11.2

3,268

(27.6)

3,516

54.3

(55.6)

Note: Comprehensive income

52.5

For the three months ended June 30, 2024:
For the three months ended June 30, 2023:

Basic earnings
per share
Three months ended¥175 million¥3,263 million

2,159[(94.6)%][62.8%]

Diluted earnings
per share
Yen

June 30, 2024

34.61

June 30, 2023

91.16

Yen

–
–

(2) Consolidated financial position
Total assets
As of

Net assets

Equity ratio

Millions of yen

Millions of yen

June 30, 2024

406,421

92,62021.8

March 31, 2024

407,641

94,28922.2

Reference:

EquityAs of June 30, 2024:
As of March 31, 2024:¥88,700 million¥90,459 million%

9.0

2. Cash dividends
Annual dividends per shareFirst quarter-end

Second quarter-end

Third quarter-end

Yen

Yen

Yen

Fiscal year ended
March 31, 2024
Fiscal year ending
March 31, 2025–

Fiscal year-end

Total

Yen

Yen

–

–

60.00

60.00

–

–

60.00

60.00

–

Fiscal year ending
March 31, 2025
(Forecast)

Note: Revisions to the forecast of cash dividends most recently announced: None

3. Consolidated financial result forecasts for the fiscal year ending March 31, 2025 (from April 1, 2024 toMarch 31, 2025)(Percentages indicate year-on-year changes.)
Net sales
Millions of yen

Operating profit% Millions of yen

Profit attributable toowners of parent

Ordinary profit%

Millions of yen%

Yen

First half

414,000 33.9

7,880 19.4

8,280 19.0

4,100 3.9148.09Full year

900,000 26.3

17,000 22.1

18,000 22.0

9,000 6.4

325.07

Note: Revisions to the financial result forecast most recently announced: None%

Millions of yen

Basic earnings
per share

* Notes(1) Significant changes in the scope of consolidation during the period: None
Newly included: ––Excluded:(2) Adoption of accounting treatment specific to the preparation of quarterly consolidated financial statements:
None(3) Changes in accounting policies, changes in accounting estimates, and restatements(i) Changes in accounting policies due to revisions to accounting standards and other regulations: Yes(ii) Changes in accounting policies due to other reasons: None(iii) Changes in accounting estimates: None(iv) Restatements: None
(4) Number of issued shares (common shares)(i)

Total number of issued shares at the end of the period (including treasury shares)
As of June 30, 2024

27,686,752 shares

As of March 31, 2024

27,686,752 shares(ii) Number of treasury shares at the end of the period
As of June 30, 2024

326 shares

As of March 31, 2024

326 shares(iii) Average number of shares outstanding during the period (cumulative from the beginning of the fiscal
year)
Three months ended June 30, 2024

27,686,426 shares

Three months ended June 30, 2023

23,686,613 shares* Review of the Japanese-language originals of the attached consolidated quarterly financial statements bycertified public accountants or an audit firm: None
* Explanation of appropriate use of earnings forecasts, and other special notes
The earnings forecasts and other forward-looking statements contained in this report are based on information
currently available to us and assumptions for a certain period of time that we believe to be reasonable.
Accordingly, please be advised that we do not guarantee the achievement of the forecasts. Actual results may
differ significantly from the forecasts due to a variety of factors.
For the assumptions used in the earnings forecasts and notes on the use of the earnings forecasts, please refer to“1. Overview of Operating Results, etc., (3) Explanation of Consolidated Financial Results Forecasts andOther Forward-looking Information” on page 3 of the Attachments of this financial report.

Table of Contents - Attachments
1. Overview of Operating Results, etc...........................................................................................................2(1) Overview of Operating Results for the Three-month Period under Review .........................................2(2) Overview of Financial Position for the Three-month Period under Review .........................................3(3) Explanation of Consolidated Financial Results Forecasts and Other Forward-looking Information ....3
2. Quarterly Consolidated Financial Statements and Principal Notes ...........................................................4(1) Quarterly Consolidated Balance Sheets ................................................................................................4(2) Quarterly Consolidated Statements of Income and Comprehensive Income ........................................6
Quarterly Consolidated Statements of Income .................................................................................6
Three Months Ended June 30 ........................................................................................................6
Quarterly Consolidated Statements of Comprehensive Income .......................................................7
Three Months Ended June 30 ........................................................................................................7(3) Notes to Quarterly Consolidated Financial Statements .........................................................................8(Notes on changes in accounting policies) .......................................................................................8(Changes in presentation method) ....................................................................................................8(Notes on segment information, etc.) ...............................................................................................9(Notes in case of significant changes in shareholders’ equity) .......................................................10(Notes on going concern assumption) ............................................................................................10(Notes on statements of cash flows) ...............................................................................................10(Significant subsequent events) ......................................................................................................10

1

1. Overview of Operating Results, etc.
The forward-looking statements contained herein are based on judgments made by management of the Company
and its subsidiaries and associates (the “Group”) as of the end of the first quarter of the fiscal year under review.

(1) Overview of Operating Results for the Three-month Period under Review
During the three months ended June 30, 2024 (the “three-month period under review”), the Japanese economy
was buoyant mainly due to a recovery trend in demand, especially in the restaurant industry, reflecting an increasein domestic and inbound tourists and resumption of sports, music, and other events, and the Bank of Japan’s
decision to end the negative interest rate policy. The situation, however, remained uncertain partly owing to theongoing unstable international landscape as well as to increased consumer defensive spending patterns
responding to rising prices against the backdrop of higher raw material and energy prices and the rapid yen
depreciation.
Under such an environment, as a “provider of comprehensive distribution support,” the Group united its
efforts to contribute to the development of the entire supply chain. At the same time, as a corporate group that
produces businesses from upstream to downstream businesses across all sections of the supply chain, we
endeavored to build a sales system that leverages our comprehensive strengths. Furthermore, the Group strived
to strengthen its business foundation to achieve sustainable growth by steadily implementing four basic strategies
set forth in the Medium-Term Business Plan “Progress Go’25,” namely, “Strategy for Strengthening Group
Governance,” “Sustainability Strategy,” “M&A Strategy,” and “Area/Logistics Strategy,” as well as planned
investments.
As a result, for the three-month period under review, the Group posted net sales of 239,760 million yen (up58.1% year-on-year), an increase of 88,109 million yen.
In terms of profits, despite continued group-wide efforts to strengthen its management base by working toreview its business operations and improve their efficiency, intensified sales competition, escalated utilities andlogistics costs due to rises in energy prices, and higher personnel cost put downward pressure on profits. As aresult, ordinary profit came to 2,765 million yen (down 21.4% year-on-year), with profit attributable to ownersof parent of 958 million yen (down 55.6% year-on-year).
Operating results by business segment are as follows.
Food BusinessIn the Food Business, Confex Holdings Co., Ltd., which joined the Group during the previous fiscal year, andother subsidiaries contributed to the segment’s performance from the beginning of the period under review.
Meanwhile, increased consumer defensive spending patterns resulting from price increases, intensified sales
competition with industry peers, escalated utilities and logistics costs due to rises in energy prices, and higher
personnel cost pushed down profits.
As a result, the business segment posted net sales of 183,932 million yen (up 75.9% year-on-year), withsegment operating profit of 1,844 million yen (down 18.7% year-on-year).
Sugar/Flour, Feed, and Livestock Business
The sugar and flour business enjoyed growth in sales of food ingredients, such as sugar, flour, and cooking oil.
This is attributable to robust demand for eating out and souvenirs, backed by a rise in domestic and inboundtourists. Profits also increased in proportion to sales growth.
In the feed and livestock business, Topran Co., Ltd., which came under the Group’s umbrella during theprevious fiscal year, contributed to the segment’s performance from the beginning of the period under review.
However, owing to stagnant chicken egg prices, the chicken egg business saw a decrease in both sales and profits.
As a result, the business segment posted net sales of 28,162 million yen (up 13.6% year-on-year), withsegment operating profit of 587 million yen (down 18.8% year-on-year).

2

Housing and Real Estate BusinessIn the Housing and Real Estate Business, LUMBER ONE Co., Ltd., which joined the Group during the previous
fiscal year, and other subsidiaries contributed to the segment’s performance from the beginning of the period
under review. However, higher materials and logistics costs were reflected in housing prices, resulting in a
decline in appetite for new homes among prospective homeowners. Consequently, housing starts for May 2024
decreased year-on-year in all of the owned, rented, and built-for-sale categories, and especially those for ownedhouses have declined for 30 consecutive months. Under this circumstance, price competition in the industry
became increasingly fierce, making it continuously difficult to secure reasonable profits.
As a result, the business segment posted net sales of 22,132 million yen (up 32.1% year-on-year), withsegment operating profit of 157 million yen (down 74.3% year-on-year).
Other Group Businesses
The rental car business saw increased demand for rental cars as a means of transportation to tourist destinations,driven by a growing number of inbound tourists.
In the meantime, the transport business is facing an increasingly challenging business environment, such asaddressing the so-called “2024 Problem,” various challenges facing the logistics industry coming from work
style reform laws in Japan, and higher fuel prices. Nevertheless, the Group made efforts to improve the business’
performance by working proactively to improve the quality of logistics services and increase operational
efficiency.
As a result, the business segment posted net sales of 5,532 million yen (up 0.4% year-on-year), with segment
operating profit of 112 million yen (down 39.4% year-on-year).

(2) Overview of Financial Position for the Three-month Period under Review
As of the end of the first quarter of the fiscal year under review, total assets amounted to 406,421 million yen, adecrease of 1,220 million yen from the end of the previous fiscal year. This is primarily attributable to decreases
in cash and deposits of 2,362 million yen and notes and accounts receivable - trade, and contract assets of 3,308
million yen, an increase in buildings and structures, net of 12,484 million yen, and a decrease in other property,
plant and equipment, net of 8,392 million yen.
Liabilities totaled 313,800 million yen, an increase of 448 million yen from the end of the previous fiscal
year. This is primarily attributable to increases in notes and accounts payable - trade of 2,160 million yen andshort-term borrowings of 5,093 million yen, and decreases in income taxes payable of 2,991 million yen andlong-term borrowings of 3,106 million yen.
Total net assets amounted to 92,620 million yen, a decrease of 1,669 million yen from the end of the previous
fiscal year. This is primarily attributable to decreases in retained earnings of 702 million yen and valuationdifference on available-for-sale securities of 1,025 million yen, and an increase in non-controlling interests of 90
million yen.
(3) Explanation of Consolidated Financial Results Forecasts and Other Forward-looking Information
There are no changes to the consolidated financial results forecasts for the fiscal year ending March 31, 2025
that was announced on May 10, 2024.

3

2. Quarterly Consolidated Financial Statements and Principal Notes(1) Quarterly Consolidated Balance Sheets(Millions of yen)
As of March 31, 2024
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade, and contract
assetsElectronically recorded monetary claims - operating
Merchandise and finished goods
Work in process
Costs on uncompleted construction contracts
Raw materials and supplies
Real estate for sale
Real estate for sale in process
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures, net
Land
Other, net
Total property, plant and equipment
Intangible assets
Software
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Retirement benefit asset
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

4

As of June 30, 2024

47,001

44,638118,041

114,732

2,047
23,394
877
99
2,959
4,444
6,196
21,059(1,254)
224,866

2,019
24,407
997
128
3,072
3,733
6,058
21,483(1,304)
219,967

31,97642,25424,262
98,493

44,46045,125
15,870105,455

1,447
41,5572,363
45,368

1,448
40,3382,539
44,32624,448
1,745
13,290(571)
38,913
182,774
407,641

22,9191,768
12,548(565)
36,670186,453
406,421

(Millions of yen)
As of March 31, 2024
Liabilities
Current liabilities
Notes and accounts payable - trade
Electronically recorded obligations - operating
Short-term borrowings
Current portion of bonds payable
Current portion of long-term borrowings
Income taxes payable
Contract liabilities
Provision for bonuses
Other
Total current liabilities
Non-current liabilities
Bonds payable
Long-term borrowings
Provision for retirement benefits for directors (andother officers)
Retirement benefit liability
Asset retirement obligations
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets

5

As of June 30, 2024

134,864
9,017
20,474300
14,314
5,159
748
2,904
32,380220,164

137,024
8,838
25,567272
13,947
2,168
757
1,478
34,210224,265403
71,194378
68,088

910

684

1,608
1,053
18,017
93,187313,351

1,628
1,103
17,65189,534
313,800

9,175
7,144
64,378(0)80,6989,175
7,144
63,676(0)
79,995

9,437
(170)
494
9,761
3,829
94,289407,641

8,411
(175)
467
8,704
3,920
92,620406,421

(2) Quarterly Consolidated Statements of Income and Comprehensive Income
Quarterly Consolidated Statements of Income
Three Months Ended June 30(Millions of yen)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Purchase discounts
Foreign exchange gains
Share of profit of entities accounted for using equity
methodOther
Total non-operating income
Non-operating expenses
Interest expenses
Share of loss of entities accounted for using equity
methodProvision of allowance for doubtful accounts
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Subsidy income
Total extraordinary income
Extraordinary losses
Loss on sale and retirement of non-current assets
Impairment losses
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

For the three months ended
June 30, 2023
151,650
132,825
18,825
15,5573,268

For the three months ended
June 30, 2024
239,760
211,368
28,392
26,025
2,366

76
22
17

103
20
201

17

–

215
349

425
751

62

193

–

57

18
19
100
3,516

24
77
352
2,765

9
105
118
233

3

34
3
38
3,712
1,627
(199)
1,427
2,284
124
2,159

7
7
14
2,754
2,074
(530)
1,543
1,210
252
958

6

–
–

3

Quarterly Consolidated Statements of Comprehensive Income
Three Months Ended June 30(Millions of yen)

ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests

For the three months ended
June 30, 2023
2,284

For the three months ended
June 30, 2024
1,210

987
(19)
2

(1,025)
10
(26)

8

5

979
3,263

(1,035)
175

3,129

(98)

133

273

7

(3) Notes to Quarterly Consolidated Financial Statements(Notes on changes in accounting policies)(Application of the Accounting Standard for Current Income Taxes, etc.)
The Company has applied the Accounting Standard for Current Income Taxes (ASBJ Statement No. 27, October28, 2022; hereinafter referred to as the “Revised Accounting Standard 2022”) and other standards from the
beginning of the first quarter of the fiscal year under review.
Regarding the amendment related to the classification of current income taxes (taxation on othercomprehensive income), the Company follows the transitional treatment prescribed in the proviso to Paragraph20-3 of the Revised Accounting Standard 2022 and the transitional treatment prescribed in the proviso toParagraph 65-2 (2) of the Guidance on Accounting Standard for Tax Effect Accounting (ASBJ Guidance No. 28,
October 28, 2022; hereinafter referred to as the “Revised Guidance 2022”). These changes in accounting policies
have no impact on the quarterly consolidated financial statements.
In addition, for the amendment related to the revised accounting treatment for consolidated financial
statements when gains or losses on sale of shares in subsidiaries, etc., resulting from transactions between
consolidated companies were deferred for tax purposes, the Company has applied the Revised Guidance 2022
from the beginning of the first quarter of the fiscal year under review. This change in accounting policies has
been applied retroactively, and the quarterly consolidated financial statements for the same period of the previous
fiscal year and the consolidated financial statements for the previous fiscal year have been prepared on aretrospective basis. This change in accounting policies has no impact on the quarterly consolidated financial
statements for the same period of the previous fiscal year and the consolidated financial statements for theprevious fiscal year.
(Changes in presentation method)(Quarterly Consolidated Statements of Income)“Foreign exchange gains,” which was included in “other” under “non-operating income” for the three months
ended June 30, 2023, has been separately presented from the three months ended June 30, 2024 due to its
increased monetary materiality. To reflect this change in presentation method, the consolidated financial
statements for the three months ended June 30, 2023 have been reclassified.
As a result, 232 million yen presented as “other” under “non-operating income” in the Quarterly
Consolidated Statements of Income for the three months ended June 30, 2023 has been reclassified as “foreignexchange gains” of 17 million yen and “other” of 215 million yen.

8

(Notes on segment information, etc.)[Segment information]
I. For the three months ended June 30, 2023 (from April 1, 2023 to June 30, 2023)
1. Net sales and profit (loss) by reportable segment(Millions of yen)
Reportable segments
Sugar/Flour,
Housing andFeed, andReal Estate
Livestock
Business
Business

Food
Business
Net sales
Sales to externalcustomers
Intersegment sales ortransfers
Total
Segment profit

Subtotal

Other
Group
Businesses(Note 1)

Total

Amountrecorded in
Quarterly
Adjustments
Consolidated(Note 2)
Statements ofIncome(Note 3)

104,587

24,793

16,758146,139

5,511

151,650–

151,650

56

274

119

451

1,789

2,240

(2,240)–104,644
2,269

25,068723

16,878612

146,590
3,605

7,300
185

153,891
3,790(2,240)(522)

151,650
3,268

Notes: 1. The “Other Group Businesses” category is a business segment not included in the reportable segments
and includes Transport Business, Fuel Business, Rental Car Business, and Information Processing
Service Business.
2. Adjustment of segment profit of negative 522 million yen includes the elimination of intersegment
transactions of 567 million yen and corporate expenses of negative 1,089 million yen that are notallocated to any reportable segments. Corporate expenses are mainly general and administrative
expenses that are not attributable to any reportable segments.
3. Segment profit is adjusted with operating profit in the Quarterly Consolidated Statements of Income.

II. For the three months ended June 30, 2024 (from April 1, 2024 to June 30, 2024)
1. Net sales and profit (loss) by reportable segment(Millions of yen)
Reportable segments
Sugar/Flour,
Housing andFeed, andReal Estate
Livestock
Business
Business

Food
Business
Net sales
Sales to externalcustomers
Intersegment sales ortransfers
Total
Segment profit

Subtotal

Other
Group
Businesses(Note 1)

Total

Amountrecorded in
Quarterly
Adjustments
Consolidated(Note 2)
Statements ofIncome(Note 3)

183,932

28,162

22,132

234,227

5,532

239,760–

239,760

7

227

142

377

1,863

2,240

(2,240)–183,940
1,844

28,389587

22,274
157

234,605
2,589

7,396
112

242,001
2,702(2,240)(335)

239,760
2,366

Notes: 1. The “Other Group Businesses” category is a business segment not included in the reportable segments
and includes Transport Business, Fuel Business, Rental Car Business, and Information Processing
Service Business.
2. Adjustment of segment profit of negative 335 million yen includes the elimination of intersegment
transactions of 768 million yen and corporate expenses of negative 1,103 million yen that are notallocated to any reportable segments. Corporate expenses are mainly general and administrative
expenses that are not attributable to any reportable segments.
3. Segment profit is adjusted with operating profit in the Quarterly Consolidated Statements of Income.

9(Notes in case of significant changes in shareholders’ equity)
Not applicable.
(Notes on going concern assumption)
Not applicable.
(Notes on statements of cash flows)
Quarterly consolidated statements of cash flows for the three months ended June 30, 2024 have not been prepared.
Depreciation (including amortization of intangible assets except for goodwill) and amortization of goodwill forthe three months ended June 30, 2023 and 2024 are as follows.
(Millions of yen)
For the three months ended
June 30, 2023

For the three months ended
June 30, 2024

1,248
753

1,700
1,218

Depreciation
Amortization of goodwill(Significant subsequent events)(Acquisition of treasury shares by a consolidated subsidiary)
Confex Holdings Co., Ltd., a consolidated subsidiary of the Company, acquired its treasury shares as of July 31,
2024.
1. Outline of the transaction(1) Name and business of the company involved in the business combination
Name of the company: Confex Holdings Co., Ltd.
Description of business: A pure holding company(2) Date of the business combination
July 31, 2024
(3) Legal form of the business combination
Acquisition of treasury shares by a consolidated subsidiary from non-controlling interests(4) Name of the company after the combination
No change(5) Other matters concerning the outline of the transaction
The consolidated subsidiary acquired its treasury shares held by non-controlling interests for the purposeof strengthening the Group management system. As a result of this acquisition of treasury shares, theCompany now holds 92.8% of voting rights.
2. Outline of the accounting treatment applied
In accordance with the Accounting Standard for Business Combinations (ASBJ Statement No. 21, January 16,2019) and the Implementation Guidance on Accounting Standard for Business Combinations and AccountingStandard for Business Divestitures (ASBJ Guidance No. 10, January 16, 2019), the transaction was accounted
for as a transaction with non-controlling interests among transactions under common control, etc.
3. Matters regarding the acquisition of treasury shares by the consolidated subsidiary
Acquisition cost and breakdown by type of consideration
Consideration for acquisition
Acquisition cost

Cash and deposits

10

7,048 million yen
7,048 million yen

(Issuance of new shares as restricted stock compensation)
The Company resolved on the issuance of new shares as restricted stock compensation (hereinafter referred to as the“Issuance of Shares”) at the Board of Directors meeting held on July 16, 2024.
1. Overview of the issuance of new shares(1) Pay-in dateAugust 6, 2024

(2) Type and total number of shares to be issued Common shares of the Company 40,100 shares(3) Issue price

2,436 yen per share(4) Total issue price

97,683,600 yen(5) Allottees

4 Directors of the Company (*) 31,500 shares
7 full-time Executive Officers of the Company 8,600 shares*Excluding Directors serving as Audit and Supervisory
Committee Members, Outside Directors, and part-time
Directors.

2. Purpose of and reasons for the issuanceAt the Company’s 3rd Annual General Meeting of Shareholders held on June 21, 2024, it was approved that a stockcompensation plan that delivers restricted shares (hereinafter referred to as the “Plan”) be introduced for theCompany’s Directors (excluding Directors serving as Audit and Supervisory Committee Members and Outside
Directors; hereinafter referred to as “Eligible Directors”) to provide an incentive to continuously improve theCompany’s corporate value and encourage additional value sharing with the Company’s shareholders. It was also
approved among other matters that, based on the Plan, the total amount of monetary remuneration receivables to be
paid as remuneration relating to restricted shares for Eligible Directors be set as not more than 95 million yen perannum, the upper limit of the number of restricted shares allotted each fiscal year to Eligible Directors be 100,000,
and the transfer restriction period of restricted shares be the period from the day when restricted shares are delivered
until the day of retirement of office as both the Company’s Director and Executive Officer.
At the Company’s Board of Directors meeting held on July 16, 2024, it was resolved that 40,100 commonshares of the Company be allotted as specified restricted shares to the Company’s four Directors (excluding Directors
serving as Audit and Supervisory Committee Members and Outside Directors) and seven full-time Executive
Officers, who are prospective allottees (hereinafter referred to as the “Eligible Allottees”). The resolution also sets
out that the allotment shall be made by providing monetary remuneration receivables worth a total of 97,683,600
yen to the Eligible Allottees as restricted stock compensation for the period from the Company’s 3rd Annual General
Meeting of Shareholders until the 4th Annual General Meeting of Shareholders slated to be held in June 2025, all ofwhich shall be contributed in kind by the Eligible Allottees.
The amount of monetary remuneration receivables for each Eligible Allottee has been decided after taking
comprehensive account of various matters such as the level of contribution to the Company by each Eligible Allottee.
In addition, the conditions for the provision of the monetary remuneration receivables include the execution of a
restricted share allotment agreement (hereinafter referred to as the “Allotment Agreement”) between each Eligible
Allottee and the Company. Below is an overview of the details that shall be included in the Allotment Agreement.
3. Overview of the Allotment Agreement(1) Period subject to transfer restrictions
Period from August 6, 2024 until the day of retirement of office as both the Company’s Director and Executive
Officer (July 1, 2025 if the day of retirement is June 30, 2025 or earlier).
During the period subject to transfer restrictions as set above (hereinafter referred to as the “Transfer
Restriction Period”), Eligible Allottees may not, in relation to the restricted shares allotted to them (hereinafterreferred to as the “Allotted Shares”), transfer, establish a pledge of rights, establish a security interest, gift while
alive, bequest, or undertake any other form of disposal to a third party (hereinafter referred to as the “Transfer
Restrictions”).
(2) Acquisition of restricted shares without contribution11

If an Eligible Allottee who has received an allotment of restricted shares retires from office as both the Company’s
Director and Executive Officer by the day preceding the day on which the Company’s Annual General Meeting of
Shareholders is held for the first time after the commencement day of the Transfer Restriction Period, the Company
shall naturally acquire the Allotted Shares without contribution as of the time of retirement, except when the
Company’s Board of Directors acknowledges a justifiable reason.
In addition, at the expiration of the Transfer Restriction Period (hereinafter referred to as the “Expiration
Point”), the Company shall naturally acquire without contribution, as of the time immediately after the Expiration
Point, any Allotted Shares for which the Transfer Restrictions have not been removed in accordance with theprovisions of the removal of Transfer Restrictions in (3) below.
(3) Removal of Transfer Restrictions
The Company shall remove the Transfer Restrictions as of the Expiration Point on all Allotted Shares held by
Eligible Allottees at the Expiration Point, on the condition that the Eligible Allottees continued to hold the officeof either the Company’s Director or Executive Officer until the day on which the Company’s Annual General
Meeting of Shareholders was held for the first time after the commencement day of the Transfer Restriction Period.
However, if an Eligible Allottee retires from office, for a reason acknowledged to be justifiable by the Company’s
Board of Directors, as both the Company’s Director and Executive Officer by the day preceding the day on which
the Company’s Annual General Meeting of Shareholders is held for the first time after the commencement day of
the Transfer Restriction Period, Transfer Restrictions shall be removed, as of the time immediately after theretirement, for the number of Allotted Shares calculated by multiplying the number of Allotted Shares held by the
Eligible Allottee at the time by the number determined by dividing the number of months from July 2024 to themonth that includes the date of the Eligible Allottee’s retirement from office as both the Company’s Director andExecutive Officer by 12. (Fractions below one share as a result of the calculation shall be rounded down.)(4) Provisions on the management of shares
Eligible Allottees shall, in a method designated by the Company, complete the opening of an account with SMBC
Nikko Securities Inc. to enter or record information on the Allotted Shares. They shall store and keep the Allotted
Shares in the account until the Transfer Restrictions are removed.
(5) Treatment during reorganization, etc.
If, during the Transfer Restriction Period, a proposal relating to a merger agreement in which the Company is thedissolving company, a share exchange agreement or share transfer plan in which the Company becomes a wholly
owned subsidiary, or some other reorganization, etc. is approved at the Company’s General Meeting of
Shareholders (or, in the case where the approval at the Company’s General Meeting of Shareholders is not requiredin relation to such reorganization, etc., a meeting of the Company’s Board of Directors), Transfer Restrictions shallbe removed, as of the time immediately before the business day preceding the day on which the reorganization,etc. takes effect, for the number of Allotted Shares calculated by multiplying the number of Allotted Shares held
by Eligible Allottees on the day of the approval by the number determined by dividing the number of months from
July 2024 to the month that includes the date of the approval by 12 (1 if the number exceeds 1). (Fractions below
one share as a result of the calculation shall be rounded down.)
In this case, the Company shall, as of the business day preceding the day on which the reorganization, etc.
takes effect, naturally acquire without contribution any Allotted Shares for which Transfer Restrictions have notbeen removed pursuant to the above provision as of the said day.
4. Basis for calculation and specific details of the payment amountTo eliminate arbitrariness, the issue price for the Issuance of Shares has been set at 2,436 yen, which is the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding the date of theresolution of the Company’s Board of Directors (July 12, 2024). This is the share price on the market immediately
before the date of the resolution of the Company’s Board of Directors, and the Company believes that the price isreasonable and is not particularly favorable.
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