March 27, 2024
To AllCompany Name Frontier Management Inc.
Representative

Shoichiro Onishi, Representative Director,President & Executive Officer(Stock code: 7038

The Prime Market ofTokyo Stock Exchange)
Contact

Hiroaki Hamada,
Executive Officer, Head of Company
Planning and Administration Department(TEL．+81-3-6862-8335)

Notice of Issuance of New Shares as Restricted Stock Awards
We are pleased to announce that the Board of Directors today has resolved to issue new shares as restricted stock awards(the "New Stock Issuance") as follows:
1.Outline of the issue(1)

Allotment date of shares

April 18, 2024

for subscription(2)

Typ e an d n umb er o f

Our common stock 13,936 sharesshares to be issued(3)

I s s u e

p r i c e

1,679 yen per share(4)

Total issuance

23,398,544 Yen(5)Persons to whom shares

2 of our directors (excluding directors who are Audit & Supervisory Committee

will be allotted and theMembers and outside directors) 13,936 shares

number of such persons
and shares to be allotted
2.Purpose and reason of issuance
As mentioned in the February 14, 2024 "Notice Concerning the Revision of the Director Compensation System inAccordance with the Transition to a Company with an Audit and Supervisory Committee," in order to increase the linkage
between the remuneration of directors who are members of the Audit and Supervisory Committee and directors (hereinafterreferred to as "eligible directors") and business performance, and to make the remuneration system more conducive to theachievement of short-term performance targets and the achievement of sustainable corporate value, the single-year
performance-linked remuneration (cash bonuses and stock remuneration A) linked to the achievement of single-year
performance targets, and the medium-to long-term performance-linked remuneration (stock remuneration B) linked to theachievement of company targets and the degree to which corporate value is enhanced, etc.The Company decided to pay
stock-based compensation A and stock-based compensation B in the form of restricted stock with the aim of further promoting
the sharing of value with shareholders and strengthening incentives for achieving the management goals of the medium-term
management plan and increasing corporate value (hereinafter referred to as the "Plan").
In addition, at the 17th Ordinary General Meeting of Shareholders held on March 27, 2024, we have approved that thetotal amount of our common stock issued or disposed of under this system for the applicable directors under this system shallbe 130 million yen per year, the total amount shall be 90,000 stocks per year, the total amount shall be 65 million yen peryear, and the total amount shall be 45,000 stocks per year, and that we shall issue or dispose of our common stocks without
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payments for money or the benefit of the Investment Property.
This time, based on the deliberations and reports of the Voluntary Nomination and Compensation Advisory Committee, at
the Board of Directors meeting held today, the Board of Directors resolved to grant 13,936 shares of common stock in theaggregate amount of 23,398,544 yen to the two eligible directors as stock-based compensation B (linked to the performanceof the Medium-Term Management Plan) based on the compensation base amount according to their position, based on thisplan.
In addition, in issuing shares of our common stock under the Plan, we will enter into a restricted stock allocationagreement between us and the target director. The main points of the policy are as follows.
<Overview of Allocation Contracts>(1) Restriction Period on Transfer
From April 18, 2024 (payment date) to April 17, 2027, the Directors shall not transfer, mortgage, or otherwise dispose of
the Allotted Shares during the transfer restriction period (hereinafter referred to as the "Transfer restriction period") set forthabove.
(2) Termination Conditions of Restriction on Transfer
In principle, after the end of the period covered by the Medium-Term Management Plan, the Company will determine thenumber of shares for which the transfer restrictions will be lifted, depending on the degree of achievement of the managementtargets and the degree of improvement in corporate value in the Medium-Term Management Plan, with respect to the shares
granted during the applicable period. The transfer restrictions will be lifted upon the expiration of the transfer restrictions.
Provided, however, that in the event the applicable director resigns prior to the expiration of the transfer restriction period
due to expiration of the term of office, death, or any other justifiable reason, (i) in the event such resignation occurs during
the period from the time when such shares are granted to the time when the number of shares for which transfer restriction iscancelled is determined, the number of shares for which transfer restriction is cancelled in accordance with the achievementlevel of the management goals of the medium-term management plan and the degree of improvement in corporate value atthat time, and (ii) in the event such resignation occurs during the period from the time when the number of shares for whichtransfer restriction is cancelled to the time when the transfer restriction expires, the time when the transfer restriction iscancelled shall be reasonably adjusted as required by a resolution of the Board of Directors based on the deliberations andreports of the Voluntary Nomination and Compensation Advisory Committee.
(3) Treatment in organizational restructuring, etc.
Notwithstanding the provisions of (1) above, in the case where the Reorganization Agreement, etc. is approved at ourGeneral Meeting of Shareholders (or our Board of Directors in the case where such Reorganization Agreement, etc. does not
require approval by our General Meeting of Shareholders) during the period of the Restriction on Transfer, (i) where suchapproval is made during the period from the time when the shares are granted until the time when the number of sharessubject to rescission of the Restriction on Transfer is decided, the degree of achievement of the management goals of theMedium-Term Management Plan at that time and the degree of improvement in corporate value, etc.If the number of sharessubject to rescission of the restriction on transfer and the time of rescission of the restriction on transfer are granted (ii) during
the period from the time when the number of shares subject to rescission of the restriction on transfer is decided to the time
when the restriction on transfer expires, the time of rescission of the restriction on transfer shall be reasonably adjusted byresolution of the Board of Directors based on the deliberations and reports of the voluntary Nomination and Remuneration
Advisory Committee.
(4) Gratuitous Acquisition Reason
We will naturally acquire, without charge, the shares for which the restriction on transfer has not been terminated at thetime when the number of shares for which the restriction on transfer is cancelled as set forth in (2) above is determined.
(5) Free return of shares
In the event of serious fiscal improprieties or large losses, the Company will establish a clarity-back clause to the effectthat all or part of the paid share compensation will be reimbursed free of charge according to the responsibilities of eachdirector.
(6) Management of shares
The Subject Directors shall open a dedicated account with Mizuho Securities Co., Ltd. to state or record the Allotment
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Shares in a manner designated by us, and shall keep and maintain all the Allotment Shares in such a dedicated account until
the transfer restrictions are lifted.
3.Basis for calculating the amount to be paid and the specific contents thereof
The Issue of New Shares shall issue shares relating to such offering as remuneration, etc. for Directors pursuant to the Plan,
and no payment of money or delivery of the Properties Contributed in Kind shall be required in exchange for the Shares for
Subscription. The issue price of the new shares is set at 1,679 yen, the closing price of our common stock on the Tokyo Stock
Exchange on the business day immediately prior to the Board of Directors meeting (March 26, 2024), in order to eliminate
arbitrary considerations.

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