February 25,2021
To all concerned parties

Name of Company:
Stock Exchange
Listing:
Stock Code:
Representative
E-mail:ASANUMA CORPORATIONTokyo Stock Exchange,
First Section
1852
Title: Representative President
Name: Makoto Asanuma
asanuma_ir@asanuma.co.jp

Notice of the Introduction of Restricted Stock Compensation PlanAt the meeting of the Board of Directors held today, ASANUMA CORPORATION (hereinafter the"Company") decided to review its executive compensation plan and introduce a restricted stockcompensation plan (hereinafter the "Plan"). The Company will submit a proposal on this plan tothe 86th Annual General Meeting of Shareholders to be held in June,2021 (hereinafter the"General Meeting of Shareholders"). The following is a summary of the proposal.
The Nomination and Compensation Committee, which is a voluntary advisory body, deliberates
and makes resolutions to the Board of Directors regarding the above matters.
１. Purpose and Conditions of Introduction of the Plan
(1) Purpose of Introduction the Plan
The purpose of this Plan is to provide incentives to the Board of Directors (excluding outsidedirectors) (hereinafter the "Eligible Directors") for the sustainable improvement of theCompany’s corporate value and to promote further value sharing with shareholders.
(2) Conditions for Introduction the Plan
The Plan will subject the Eligible Directors to issuance or disposition of shares of theCompany’s common stock pursuant to a resolution of the Board of Directors; however, theintroduction of the Plan will be subject to shareholder approval of the maximum number ofsuch shares to be issued at the General Meeting of Shareholders and the outline of therestricted stock allocation agreement (hereinafter the "Allocation Agreement") that theCompany intend to enter into with the Eligible Directors, and will therefore be discussed at
the General Meeting of Shareholders.
２. Overview of the PlanThe Eligible Directors will receive the issuance or disposition of shares of the Company’scommon stock upon resolution of the Board of Directors pursuant to the Plan.
Under the Plan, the total number of shares of the Company’s common stock to be issued toor disposed of to the Eligible Directors will not exceed 40,000 shares per fiscal year (the numberof shares to be issued or disposed of may be reasonably adjusted if events occur requiring
adjustment to the number of shares, such as a stock split or reverse stock split of the Company’scommon stock).
In addition, the total amount of the Company’s common stock to be issued or disposed of for
the grant of restricted stock will not exceed 200 million yen per fiscal year. (When restricted
stock is granted, it will be issued or disposed of as compensation, etc. for the Board of Directors,
and no payment of money will be required in exchange for the offered stock. The amount ofcompensation for the Eligible directors will be calculated on the basis of the closing price of theCompany’s common stock on the Tokyo Stock Exchange on the business day prior to theresolution of each Board of Directors meeting (if there was no trading on that date, the closing
price on the most recent trading day prior to that date)).
In the event of the issue or disposition of the Company’s common shares under the Plan, thisAllotment Agreement shall be concluded between the Company and each Eligible Director, andthe details of which shall include the following: In order to realize the sharing of shareholder
value, which is one of the objectives of the introduction of this Plan, over the medium to longterm, the period of restriction on transfer is from the date of delivery of the shares subject torestriction on transfer to the date on which the Eligible Directors lose the position of both theBoard of Directors and the Executive Officers.
① The Eligible directors shall not transfer, pledge a security interest or otherwise dispose of
the Company’s Common Shares allocated under this Allotment Agreement during theRestriction Period of Transfer.
② The Company shall acquire the Shares without consideration in the case where certain
events occur.
３. Introduction of a similar Plan for the Executive officers
Subject to the approval of the proposal for the Plan at the General Meeting of Shareholders,the Company plan to introduce a restricted stock grant plan similar to the Plan to the Executiveofficers. When granting restricted stock to the Executive officers, the resolution of the Board of
Directors determines the payment of monetary compensation receivables for the grant ofrestricted stock to the Executive officers, and the payment of all such monetary compensation
receivables as share-in-kind property is to be issued or disposed of in respect of the Company’scommon stock. In addition, the amount to be paid per share will be determined by the Boardof Directors based on the closing price of the Company’s common stock on the Tokyo Stock
Exchange on the business day prior to the resolution of each Board of Directors meeting (ifthere was no trading on that date, the closing price on the most recent trading day prior to thatdate) to the extent that it is not particularly advantageous for the applicable Executive officers.