Foster Electric Company, Limited
1-1-109 Tsutsujigaoka, Akishima City, Tokyo, Japan
Tel: +81(42) 546-2305
January 30, 2024

Announcement on the Disposition of Treasury Shares by Third-party Allotment
in Conjunction with Additional Contribution to the Board Benefit Trust (BBT)
Foster Electric Company, Limited (hereinafter “the Company”) hereby announces that its Board of Directors,
at a meeting held today, resolved to dispose of its treasury shares by third-party allotment (the “Treasury ShareDisposition”) as follows.
1. Outline of the disposition(1) Disposition date(2) Class and number of shares to bedisposed of(3) Disposition price(4) Total disposition value(5) Intended allottee(6) Other

Wednesday, February 14, 2024
63,000 shares of common stock of the Company
1,102 yen per share
69,426,000 yen
Custody Bank of Japan, Ltd. (Trust Account E)
A securities notice pursuant to the Financial Instruments andExchange Act has been submitted for the Treasury Share
Disposition.

2. Purpose and reason for the disposition
Based on the resolution of the Ordinary General Meeting of Shareholders held on June 22, 2017, theCompany has introduced the Board Benefit Trust (BBT) (hereinafter the “Plan,” with the trust establishedin accordance with the trust agreement concluded with Mizuho Trust & Banking Co., Ltd. regarding thePlan being referred to as the “Trust”). (For a summary of the Plan, please refer to the “Announcement on
Introduction of a Performance-based Stock Compensation Plan for Directors and Executive Officers” dated
May 15, 2017, and the “Announcement on the Disposition of Treasury Shares by Third-party Allotment inConjunction with the Introduction of a Performance-based Stock Compensation Plan,” dated July 28, 2017.)
In continuing the Plan, the Company has decided at this time to make additional monetary contributions
to the Trust (“Additional Trust”) so that the Trust can acquire shares that are expected to be required forfuture benefits. Further, the Company has decided on the disposition of treasury shares by third-party
allotment (the Treasury Share Disposition) to Trust Account E established at the Custody Bank of Japan,Ltd. (party to which the trustee, Mizuho Trust & Banking Co., Ltd. re-trusted the Trust) for the purpose ofholding and disposing of the Company shares for the operation of the Plan.
The number of shares to be disposed of is equivalent to the number of shares expected to be granted tothe Company’s directors (excluding independent directors) and executive officers during the trust period(portion for the three fiscal years from the fiscal year ending March 2024 through the fiscal year ending
March 2026). Its ratio to the total number of outstanding shares of 25,000,000 as of September 30, 2023
will be 0.25% (ratio to the total number of voting rights of 223,372 as of September 30, 2023 will be 0.28%[both rounded to two decimal places]).

-1-* Outline of the Additional Trust
Date of the Additional Trust:February 14, 2024
Additional Trust amount:
69,426,000 yen
Type of shares to be acquired:
Common stock of the Company
Number of shares to be acquired: 63,000 shares
Date of share acquisition:
February 14, 2024
Method of share acquisition:
Acquisition by subscription of the Company’s treasury shares to bedisposed of (in the Treasury Share Disposition)
3. Basis for calculation of the disposition price and specific details
The disposition price was set at 1,102 yen, which represents the closing price of the Company’s commonstock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board ofDirectors’ resolution of the Treasury Share Disposition.
The Company determined that the closing price on the business day immediately preceding the date of
the Board of Directors’ resolution was reasonable, as this price represents the Company’s appropriate
corporate value in the stock market.
The disposition price of 1,102 yen is equivalent to the average closing price of 1,077 yen (rounded downto the nearest yen) over the one-month period ending on the business day preceding the date of the Boardof Directors’ resolution, multiplied by 102.32%; the average closing price of 1,035 yen (rounded down tothe nearest yen) over the three-month period ending on the said business day, multiplied by 106.47%; andthe average closing price of 981 yen (rounded down to the nearest yen) over the six-month period endingon the said business day, multiplied by 112.33%. In consideration of the above, the Company has
determined that the disposition price for the Treasury Share Disposition is not particularly advantageousand is reasonable.
4 of the corporate auditors (including 3 independent corporate auditors) who attended the Board of
Directors meeting are of the opinion that the above disposition price is not particularly advantageous to theCompany.
4. Matters concerning procedures under the Code of Corporate Conduct
Given that the Treasury Share Disposition (1) has a dilution ratio of less than 25%, and (2) does not
involve a change in the controlling shareholder, the procedures for obtaining an opinion from anindependent third party and confirming the intent of shareholders, as stipulated in Article 432 of theSecurities Listing Regulations established by Tokyo Stock Exchange, Inc., are not required.

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