July 16, 2024
FOR IMMEDIATE RELEASE
Company Name: Oriental Land Co., Ltd.
Representative Director and President: Kenji Yoshida
Stock Code: 4661 (Prime Market of TSE)

Announcement regarding the disposition of treasury stock through a third-party allotment inconnection with the introduction of a Board Benefit Trust-Restricted Stock (BBT-RS) program
URAYASU, CHIBA—Oriental Land Co., Ltd. (the “Company”) hereby announces that we have decided to disposeof treasury stock (hereinafter referred to as the “Disposition of Treasury Stock”) through a third-party allotment asfollows in accordance with a resolution adopted by the Board of Directors today in connection with the introductionof a Board Benefit Trust-Restricted Stock (BBT-RS) program (hereinafter referred to as the “Program”) as
announced on February 26, 2024.
Outline of the disposition(1)

Date of disposition

Monday, August 5, 2024

(2)Class and number of shares for

60,356 shares of common stockdisposition(3)

Disposition price

4,603 yen per share(4)

Total disposition value

277,818,668 yen(5)Planned allottee

Custody Bank of Japan, Ltd. (Trust Account E)(6)

OtherThe Disposition of Treasury Stock is subject to the effectiveness ofsecurities registration statements filed under the Financial Instruments andExchange Act.

2. Purpose of and reason for disposition
As stated in the “Introduction of a performance-linked remuneration system and Board Benefit Trust-Restricted
Stock (BBT-RS)” through a notice issued on February 26, 2024, the Company introduced the Program for thepurpose of providing incentives designed to continuously increase the corporate value of the Company by better
clarifying the links between the remuneration of the Company’s directors (excluding outside directors) and
executive officers (hereinafter collectively referred to as “Subject Officers”) and the Company’s corporate value
and of further promoting value sharing with the Subject Officers and shareholders. This was subsequently approvedin terms of its application to executive remuneration at the 64th Annual General Meeting of Shareholders held onJune 27, 2024. (See the “Introduction of a performance-linked remuneration system and Board Benefit TrustRestricted Stock (BBT-RS)” as issued on February 26, 2024, for an outline of the Program.)
The Disposition of Treasury Stock involves the disposition of treasury stock through a third-party allotment to a-1-Trust Account E established with Custody Bank of Japan, Ltd., (a re-trustee re-entrusted by Mizuho Trust & BankingCo., Ltd., acting in the capacity of the trustee of the trust set up in accordance with the trust agreement concluded
with Mizuho Trust & Banking Co., Ltd., in connection with the Program [hereinafter referred to as the “Trust”]) inorder to hold and dispose of shares of the Company in operating the Program.
The disposition quantity is equivalent to the number of shares expected to be provided to the Subject Officers
during the trust period in accordance with the Regulations Governing Share Benefits for Officers (for the five fiscalyears from the fiscal year ending March 31, 2025, to the fiscal year ending March 31, 2029), which is 0.003% of
1,818,450,800 shares, the total number of shares outstanding as of March 31, 2024 (or 0.004% of 16,389,174 voting
rights, the total number of voting rights as of March 31, 2024 [both percentages have been rounded off to threedecimal places]).
3. Outline of the Trust(1) Name: Board Benefit Trust-Restricted Stock (BBT-RS)(2) Trustor: The Company(3) Trustee: Mizuho Trust & Banking Co., Ltd. (re-trustee: Custody Bank of Japan, Ltd.)(4) Beneficiaries: Subject Officers who satisfy the requirements for beneficiaries as set forth in the Regulations
Governing Share Benefits for Officers(5) Trust administrator: A third party with no vested interest in the Company shall be selected as Trust administrator.
(6) Trust type: Money in trust other than a money trust (other benefit trust)(7) Date of conclusion of the Trust Agreement: August 5, 2024
(8) Date on which money is to be placed in trust: August 5, 2024
(9) Trust period: From August 5, 2024 until the termination of the Trust (No termination date has been specified; theTrust shall remain in effect as long as the Program continues.)
4. Basis of calculation of disposition price and its details
The disposition price has been set at 4,603 yen, the closing price of the Company’s common stock on the Tokyo
Stock Exchange, Inc. on the trading day immediately preceding the date of the resolution of the Board of Directors
concerning the Disposition of Treasury Stock.
The decision to use the closing price of the trading day immediately preceding the date of the resolution of theBoard of Directors was based on the judgment that it is a reasonable representation of the Company’s appropriate
corporate value in the stock market.
The disposition price of 4,603 yen per share corresponds to the average closing price of 4,500 yen (rounded down
to the nearest yen) over the one-month period that precedes the trading day immediately preceding the date of theresolution of the Board of Directors multiplied by 102.29%, the average closing price of 4,516 yen (rounded down
to the nearest yen) for the three-month period that precedes the above day multiplied by 101.93%, and the averageclosing price of 4,846 yen (rounded down to the nearest yen) for the six-month period that precedes the above day
multiplied by 94.99%. In consideration of the above, we have deemed the disposition price for the Disposition ofTreasury Stock to be reasonable and not particularly advantageous.
Prior to the adoption of the given resolution by the Board of Directors, four Corporate Auditors, three (3) ofwhom are External Auditors) unanimously expressed their opinion that the process by which the Company judgedthat the disposition price did not represent a particularly advantageous price in light of, among other considerations,the closing price on the business day immediately preceding the date of the adoption of the given resolution by the-2-Board of Directors was reasonable and that such judgment was lawful.
5. Matters concerning procedures under the Code of Conduct
The Disposition of Treasury Stock does not require procedures to obtain an independent, unbiased third-party
opinion or to confirm shareholder intent as set forth in Article 432 of the Tokyo Stock Exchange Securities ListingRegulations because (i) it will result in a dilution of less than 25%, and (ii) there will be no changes to controllingshareholders.

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