Translation of the Japanese press release

JAFCO Group Co., Ltd. (Ticker: 8595)
1-23-1 Toranomon, Minato-ku,
Tokyo 105-6324 Japan
https://www. jafco.co.jp/english/

Contact: Investor Relations
Tel: +81-50-3734-2025
ir@jafco.co.jp

July 16, 2024

Notice of Disposal of Treasury Shares as Restricted Stock Compensation Plan
JAFCO Group Co., Ltd. (hereinafter the “Company”) hereby announces that, at the meeting of the Boardof Directors held today, the Company has resolved to dispose treasury shares (hereinafter the “Disposal ofTreasury Shares” or “Disposal”) as follows.
1. Outline of the Disposal
1 Disposal date
2. Class and number ofshares to be disposed
3 Disposal priceTotal value of shares to4.
be disposed
5 Allottees and numbers
thereof, number ofshares to be disposed

6Others

August 8, 2024
84,204 shares of the Company’s common stock¥1,985.5 per share¥167,187,042
Directors (excluding director serving as audit committee members andindependent directors):
2 persons
29,190 shares
Corporate officers who do not concurrently serve as Directors:
4 persons
22,518 shares
Directors of the Company’s wholly owned subsidiaries:
1 person
32,496 shares
The Company has submitted the Extraordinary Report regarding theDisposal of Treasury Shares in accordance with the Financial
Instruments and Exchange Act.

2. Purposes and Reasons of the Disposal
At the meeting of the Board of Directors held on January 26, 2022, the Company has resolved tointroduce a Restricted Stock Compensation Plan (hereinafter the “Plan”) as a new remuneration plan for
its directors (excluding directors serving as Board-Audit Committee members and independent
directors; hereinafter “Eligible Director(s)”), and the Company’s corporate officers and the officers ofthe Company’s wholly-owned subsidiaries (collectively with Eligible Director(s), hereinafter “EligiblePerson(s)”) in order to provide an incentive to sustainably improve the Company's corporate value andfurther promote the sharing of values with the shareholders. Moreover, at the 50th Annual General
Meeting of Shareholders held on June 21, 2022, it was approved that the Company shall pay monetaryclaims not exceeding ¥300 million to the Eligible Directors as assets contributed in kind for the
granting of restricted stock (hereinafter “Restricted Stock Remuneration”) and the Company’s commonstock not exceeding 300,000 shares will be issued or disposed of based on the Plan. It was also
approved that the transfer restriction period of the transfer-restricted shares shall be from the day when
the Eligible Directors receive the allotment of the Company’s common stock based on the Restricted
Stock Allotment Agreement signed between the Company and the Eligible Directors to the time
immediately after the retirement or resignation of the Eligible Directors from their position as director
or other position of the Company or its subsidiaries, as determined in advance by the Company’s Board1Translation of the Japanese press releaseof Directors; provided, however, that if the time immediately after such retirement or resignation isprior to the date after a lapse of three (3) months after the end of the fiscal year within which the date of
the allotment of the Company’s common stock falls, the transfer restriction period may be adjusted to areasonable extent.
The outline of the Plan is as follows.
Outline of the Plan
In accordance with the Plan, the Eligible Persons shall pay all of the monetary claims, provided by theCompany as consideration for services rendered, as assets contributed in kind and shall receive theissuance or disposition of the Company's common shares. The amount to be paid per share shall be
determined by the Board of Directors within the scope that does not fall under particularly favorable
terms for the Eligible Persons, and the basis of such amount shall be the closing price of the Company's
common shares on the Prime Market of the Tokyo Stock Exchange on the business day prior to the dateof each resolution of the Board of Directors (if there is no transaction on that day, the closing price on
the most recent trading day prior to such date).
For the issuance or disposition of the Company’s common stock based on the Plan, the Company andthe Eligible Persons shall enter into an agreement on allotment of transfer-restricted shares (hereinafterthe "Allotment Agreement") which shall contain: 1) the Eligible Persons are prohibited fromtransferring, creating security interests on, or otherwise dispose of the Company’s common sharesallotted under the Allotment Agreement for a certain period of time; and 2) in the case of certain
grounds, the Company shall acquire, without consideration, all of the relevant common stock.
Based on the deliberations by the Nomination and Remuneration Committee, and taking intoconsideration the objectives of the Plan, the Company's business performance, the scope of duties ofeach Eligible Person, the ratio of the Restricted Stock Remuneration to the total compensation amount,and various other circumstances, the Company decided to grant a total amount of ¥167,187,042 inmonetary claims (hereinafter the "Monetary Claims") and 84,204 shares of common stock to further
motivate each Eligible Person.
For the Disposal of Treasury Shares, the seven (7) Eligible Persons, who are the planned allottees, will
pay all of the Monetary Claims to the Company as assets contributed in kind and receive the commonshares of the Company subject to Disposal in accordance with the Plan (hereinafter "Allotted Shares").
The outline of the Allotment Agreement to be concluded between the Company and the Eligible
Persons in connection with the Disposal is as described in 3. below.
3. Outline of the Allotment Agreement(1) Transfer restriction period
From August 8, 2024 (“the Disposal Date”) to the time immediately after the retirement or resignationof Eligible Persons from their position as director, executive officer, corporate officer not concurrently
serving as a director, corporate auditor, employee, advisor or any other similar position at the Company
or its subsidiaries, or July 1, 2025, whichever comes later (hereinafter the “Transfer RestrictionPeriod”).
(2) Conditions for transfer restriction removal
On the condition that the Eligible Persons continue to hold their position as director, executive officer,
corporate officer not concurrently serving as director, corporate auditor, employee, advisor or any othersimilar position at the Company or its subsidiaries during the period from the commencement date of
their duties to the time immediately preceding the closing of the first Annual General Meeting ofShareholders to be held thereafter (hereinafter the "Service Period") (provided, however, that if theEligible Person is a corporate officer not concurrently serving as a director of the Company or anofficer or employee of its subsidiaries, the period shall be from the beginning of the fiscal year in which
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the Disposition Date falls to the end of such fiscal year), the Company shall remove the transfer
restriction for all Allotted Shares as of the end of the Transfer Restriction Period.
(3) Treatment in case of retirement or resignation due to the expiration of term of office, retirement age,or other justifiable reasons during the Service Period(i) Timing of transfer restriction removal
If an Eligible Person retires or resigns from his or her position as director, executive officer,
corporate officer not concurrently serving as director, corporate auditor, employee, advisor or any
other similar position at the Company or its subsidiaries due to the expiration of term of office,retirement age, or other justifiable reasons, the transfer restriction will be removed immediately after
such retirement or resignation, or July 1 2025, whichever comes later. Notwithstanding the foregoing,
however, if an Eligible Person resigns or retires from his or her position by the time immediately
preceding July 1, 2025 due to death, the Company will acquire all of the Allotted Shares held at thetime of such retirement or resignation without consideration as a matter of course.
(ii) Number of shares subject to transfer restriction removal
The number of shares subject to transfer restriction removal shall be calculated by multiplying thenumber of the Allotted Shares held at the time of such retirement or resignation as set forth in (i)above by the number calculated by dividing the number of months from the month which includes
the Disposition Date (if the Eligible Person is a corporate officer not concurrently serving as adirector of the Company or an officer or employee of a subsidiary of the Company, the Disposition
Date shall be read as the first day of the fiscal year that includes the Disposition Date) to the monthwhich includes the date of such retirement or resignation by the number of months of the ServicePeriod, which shall be twelve (12) (if the calculated number exceeds 1, the number shall be 1);
provided, however, that any less-than-1 fractional shares resulting from the calculation shall be
rounded down.
(4) Acquisition of the Allotted Shares by the Company without consideration
If an Eligible Person has violated laws and regulations during the Transfer Restriction Period, or in thecase of certain grounds set forth in the Allotment Agreement, the Company shall acquire, without
consideration, all of the Allotted Shares held by such Eligible Person at the relevant time as a matter ofcourse. Moreover, the Company shall acquire, without consideration, the Allotted Shares for which thetransfer restriction has not been removed as of the time of expiration of the Transfer Restriction Period
or the timing of transfer restriction removal set forth in (3) above as a matter of course.
(5) Treatment in reorganization, etc.
If any matter relating to a merger agreement under which the Company becomes the disappearing
company, contract of share exchange, share transfer plan, or any other reorganization in which theCompany becomes a wholly-owned subsidiary is approved at a General Meeting of Shareholders of theCompany (provided, however, that if the approval of such reorganization is not required by the General
Meeting of Shareholders of the Company, the Board of Directors of the Company) during the Transfer
Restriction Period, the Company shall, by resolution of the Board of Directors of the Company, remove
the transfer restriction with respect to all of the Allotted Shares as of the time immediately before abusiness day prior to the effective date of such reorganization, etc. Moreover, as of the time
immediately after such transfer restriction removal, the Company shall acquire, as a matter of course,
the Allotted Shares, for which the transfer restriction has not been removed, without consideration.
Notwithstanding the foregoing, however, if the time immediately before a business day prior to theeffective date of the reorganization is before July 1, 2025, the Company shall acquire all the AllottedShares held at the relevant time as a matter of course.
(6) Management of shares
The Allotted Shares shall be managed in a dedicated account opened by the Eligible Persons at Nomura
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Translation of the Japanese press release

Securities Co., Ltd., separately from other shares of the Company whose transfer is not restricted, inorder to ensure that the Eligible Persons do not transfer, create security interests on, or otherwise
dispose of the Allotted Shares during the Transfer Restriction Period. The transfer, etc. of the Allotted
Shares managed in the dedicated account will be restricted, even with the request of an Eligible Person.
In order to ensure the effectiveness of the transfer restriction, etc. related to the Allotted Shares, theCompany has entered into a contract with Nomura Securities Co, Ltd. concerning the management ofaccounts for the Allotted Shares held by each Eligible Person. The Eligible Persons have agreed on thedetails of management of such accounts.
4. Basis for Calculation of Paid-in Amount and Specific Details
The disposition of treasury shares for the planned allottee is conducted through in-kind contribution ofmonetary claims provided as Restricted Stock Remuneration for the Company's 53rd fiscal year under
the Plan. The disposal price is set at ¥1,985.5, which is the closing price of the Company's common
stock on the Prime Market of the Tokyo Stock Exchange on July 12, 2024 (the business day prior to thedate of the Board of Directors' resolution), in order to eliminate arbitrariness. This is the market priceimmediately before to the date of the Board of Directors' resolution, and the Company considers theprice to be reasonable and not a particularly advantageous price.

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