April 24, 2024

To Whom It May Concern
Company name:
Representative:

Contact:
Company name:
Representative:

Contact:

Future Corporation
Yasufumi Kanemaru, Chairman and President(Securities code: 4722 Prime Market of theTokyo Stock Exchange)
Yasukazu Matsushita, Executive Officer ofFinancial & Accounting Group
Future Corporation
Yasufumi Kanemaru, Chairman and President(Securities code: 4722 Prime Market of theTokyo Stock Exchange)
Yasukazu Matsushita, Executive Officer ofFinancial & Accounting Group(TEL (03) 5740-5724)

Notice Concerning Disposal of Treasury Shares as Restricted Stock toDirectors (Excluding Audit and Supervisory Committee Members)
and Employees of the Company, and Directors and Employees ofSubsidiaries of the Company
The Company hereby announces that it resolved at a meeting of the Board of Directors held today to dispose oftreasury shares (hereinafter referred to as “Disposal of Treasury Shares”) as restricted shares, as follows.

1.

Overview of disposal(1) Payment date(2) Class and number of shares to be disposedof(3) Disposal price(4) Total disposal price(5) Planned assignees2.

May 23, 2024
44,741 common shares of the Company
1,720 yen per share
76,954,520 yen
4 directors of the Company (*)
8,137 shares
50 employees of the Company
31,375 shares
3 directors of Company subsidiaries
1,743 shares
6 employees of Company subsidiaries
3,486 shares* Excludes Audit and Supervisory Committee Members.

Objective and reason for the disposal
At the meeting of the Board of Directors held on February 22, 2019, the Company resolved to adopt a restricted
stock compensation plan (the “Plan”) for the Company’s directors (excluding those who are members of theAudit Committee; the same applies hereinafter), with the aim of providing them with incentives to continuously
improve the Company’s corporate value and shareholder value in the medium to long term and to promotefurther value sharing with shareholders. At the 30th Ordinary General Meeting of Shareholders held on March
26, 2019, the Board of Directors approved the payment of monetary compensation claims of up to 200,000
thousand yen per year to the Company’s directors as an asset in kind for the grant of restricted transferable
shares under this Plan, separate from the existing monetary compensation limit, and that the restricted transfer
period of the restricted transferable shares will be a period of between two and five years. It was also decided
that the aggregate number of shares of the Company’s common stock to be issued or sold to the directors under
the Plan shall not exceed 135,000 shares per year.

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In addition, recently (i) the Company, by resolution of the Board of Directors meeting held today, granted a
total of 13,995,640 yen in monetary compensation claims against the Company to four directors of theCompany (hereinafter referred to as the “Subject Directors”); and (ii) a Company subsidiary, by resolution ofits Board of Directors meeting held on April 24, 2024, granted a total of 2,997,960 yen in monetarycompensation claims against the same subsidiary to three directors of the subsidiary. Also, (iii) the Company
has granted a total of 53,965,000 yen in monetary compensation claims against the Company to 50 employeesof the Company who meet the prescribed requirements, aimed at providing incentives for the sustainableimprovement of the corporate value of the Company group, and to promote the further sharing of value withshareholders by resolution at the meeting of the Board of Directors held today; and (iv) a Company subsidiaryhas granted a total of 5,995,920 yen in monetary compensation claims against that same company to six
employees of the Company subsidiary (hereinafter the above employees of the Company and employees of theCompany subsidiary referred to collectively as “Subject Employees”) for the same purpose by resolution at a
meeting of the Board of Directors. Moreover, the Company resolved to grant a total of 44,741 common sharesof the Company (hereinafter referred to as the “Assigned Shares”) as in-kind payment for the total amount ofthese monetary (compensation) claims of 76,954,520 yen (the amount of the Assigned Share (compensation)
claim per offered share is 1,720 yen).
< Overview of the restricted stock assignment agreement >In association with the Disposal of Treasury Shares, the Company and the Subject Directors will enter
individually into a restricted stock assignment agreement, the overview of which is as follows. In addition, theCompany will enter into a restricted stock assignment agreement with the directors of the Company subsidiary
and Subject Employees that is generally similar in nature.
(1) Period of restriction on transfer
Subject Directors may not transfer, create a security interest in, or otherwise dispose of Assigned Sharesfrom May 23, 2024 (Payment date) through May 23, 2027.
(2) Conditions for lifting the restriction on transfer
The transfer restriction will be lifted on all Assigned Shares upon the expiration of the Transfer Restriction
Period, provided that Subject Directors continue to serve as directors of the Company during the period
from May 23, 2024 (Payment date) through April 1, 2025 (hereinafter referred to as the “Service Provision,etc. Period;” of such period, the period from May 23, 2024 (Payment date) through the conclusion of theannual general meeting of shareholders for the fiscal year ending December 2024 is the “Service ProvisionPeriod”). However, if, during the Service Provision, etc. Period, a Subject Director loses their position asa Director of the Company due to death, expiration of their term of office, or any other reason recognized
to be justifiable by the Board of Directors of the Company, by resolution of the Board of Directors, thetransfer restriction related to Assigned Shares will be lifted as of the time immediately after the loss,
limited to the number of Assigned Shares calculated by multiplying the number obtained by dividing thenumber of months from the month including the payment date to the month including the date the position
is lost by 11 (however, if this number exceeds one, it will be deemed to be one) by the number of Assigned
Shares held by the Subject Director on the date the position is lost (however, if the calculation results ina fraction of less than one share, such fraction will be rounded down).
(3) Acquisition without compensation by the Company
The Company will acquire Assigned Shares for which the transfer restriction has not been lifted at no cost
as a matter of course upon expiration of the transfer restriction period or immediately after a Subject
Director loses their position as a Director of the Company during the transfer restriction period.

-2-(4) Management of shares
Assigned Shares will be managed in an exclusive account for restricted stock opened by Subject Directors
at Daiwa Securities Co., Ltd., during the transfer restriction period so that they cannot be transferred, used
to create security in, or otherwise disposed of the Assigned Shares during the transfer restriction period.
(5) Handling at times of reorganization, etc.
If a merger agreement in which the Company will be the company to disappear, a share exchange
agreement by which the Company will become a wholly-owned subsidiary, or a share transfer plan, orother matters related to reorganization, etc., is approved at a general meeting of shareholders of theCompany (however, if the approval of a general meeting of shareholders of the Company is not required
for the reorganization, etc., by the Board of Directors of the Company) during the transfer restriction
period, by resolution of the Board of Directors, the transfer restriction related to Assigned Shares will belifted as of the time immediately prior to the day before the date of effect of the reorganization, etc.,
limited to the number of Assigned Shares calculated by multiplying the number obtained by dividing thenumber of months from May 2024 to the month including the date the reorganization is approved by 11(however, if this number exceeds one, it will be deemed to be one, and if the calculation results in a
fraction of less than one share, such fraction will be rounded down ) by the number of Assigned Shares
held by the Subject Director at that time.

3.

Grounds for calculation of the payment amount and specific details thereof
The Disposal of Treasury Shares will be carried out with the monetary (compensation) claims provided to theplanned assignees based on the Plan as the property contributed, and the payment amount of 1,720 yen per
share, the closing price of the Company’s common shares on the Tokyo Stock Exchange on April 23, 2024 (thebusiness day preceding the date of the resolution of the Board of Directors), in order to eliminate arbitrariness.
This is the market share price immediately prior to the date of the resolution of the Board of Directors. In theabsence of special circumstances indicating that the Company cannot rely on the latest share price, theCompany believes that this is a reasonable price that reflects the corporate value of the Company appropriately
and does not constitute a particularly favorable price for the planned assignees.

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Contact for inquiries regarding this news release:
Yasukazu Matsushita, Financial & Accounting Group, Future Corporation
IR Direct Tel.: 03-5740-5724 E-mail: ir@future.co.jp-3-