June 23, 2023
To all concerned parties

Name of Company:
Representative:

ASANUMA CORPORATION
Representative President
Makoto Asanuma
Stock Exchange Listing: Prime Market of the Tokyo Stock
Exchange
Securities Code:1852
Contacts:
Executive Officer, General
ManagerofCorporate
Communications Division
Marika Asanuma
asanuma_ir@asanuma.co.jp

Notice of Disposal of Treasury Stock as Restricted Stock Compensation

ASANUMA CORPORATION (hereinafter the "Company") announced that we have resolved to dispose of treasury
stock as restricted stock (hereinafter the "Disposal of Treasury Stock") at the meeting of the Board of Directors
held today as follows:1.

2.

Outline of Disposal of Treasury Stock for Directors’ Compensation(1) Disposal dateJuly 21, 2023

(2) Class and number of shares to bedisposed

7,061 shares of Common Stocks of the Company(3) Allottees and number thereof,
number of shares to be disposed

Directors / 5 persons / 7,061 shares(4)Others

The Company has submitted an extraordinary report
regarding the disposal of treasury stock under the Financial
Instruments and Exchange Act. (※)※However the Disposal of Treasury Stock is to be delivered
as compensation for directors without contribution (Article202-2 of the Companies Act), as a fair valuation, theExtraordinary report has been submitted with an amountcalculated by multiplying the closing price (JPY 3,205) of theCompany’s common share on the Tokyo Stock Exchange on
the business day prior the date of the resolution at the Board
meeting held today (June 22, 2023) by the number of shares
to be disposed as mentioned above (JPY 22,630,505) as theissue price.

Outline of Disposal of Treasury Stock for

Executive Officers’ Compensation(1) Disposal dateJuly 21, 2023

(2) Class and number of shares to bedisposed

11,613 shares of Common Stocks of the Company(3) Disposal price

JPY 3,205 per share

3.

4.

(4) Total value of shares to be disposed

JPY 37,219,665(5) Allottees and number thereof,
number of shares to be disposed

Executive Officers who do not concurrently serve as directors/ 17 persons / 11,613 shares(6) Others

The Company has submitted an extraordinary report
regarding the disposal of treasury stock under the Financial
Instruments and Exchange Act.

Outline of Dispositions to Employees(1) Disposal dateFebruary 29, 2024

(2) Class and number of shares to bedisposed

42,560 shares of Common Stocks of the Company(3) Disposal price

JPY 3,205 per share(4) Total value of shares to be disposed

JPY 136,404,800(5) Allottees and number thereof,
number of shares to be disposed

Employees / 1,330 persons / 42,560 shares(6) Others

The Company has submitted an extraordinary report
regarding the disposal of treasury stock under the Financial
Instruments and Exchange Act.

Purpose and Reason of Disposal

As announced in the "Notice of the Introduction of Restricted Stock Compensation Plan" dated February 25, 2021,
at the Board of Directors held on the same day, the Company decided to introduce a restricted stock compensation
plan (hereinafter the "Plan") as a new compensation plan to provide incentives to the Directors (excluding outside
directors/ hereinafter the "Eligible Directors") for the sustainable improvement of the Company’s corporate value
and for promoting further value sharing with shareholders.
At the 86th Annual General Meeting of Shareholders held on June 25, 2021, the following approval was obtainedin accordance with the Plan:(i) In accordance with the resolution at the Board meeting, the Eligible Directors receive the Company’s commonstock (restricted stock), in compensation for the execution of duties by the Directors, without any contribution ofshares for subscription, and the total number of shares of the Company’s common stock issued or disposed of shallnot exceed 80,000 shares per fiscal year (provided, however, that in the event of a stock split of the Company’scommon stock (including the allotment of the Company’s common stock without contribution) or a reverse stock
split, or other events occurred that the total number of shares of the Company’s common stock issued or disposedof as restricted stock shall be adjusted, the total number of shares are to be adjusted to a reasonable extent).
(ii)The total amount of money for the Company’s common stock to be issued or disposed of for restricted stock
awards shall be no more than 70 million yen per fiscal year separately from the existing compensation (Therestricted stocks are issued or disposed of as the eligible directors’ compensation, not requiring to be paid in
exchange for shares for subscription. The amount of remuneration for the Eligible Directors is calculated based on
the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day prior to thedate of the resolution at the Board meeting (or unless the transaction completes on the said date, the closing priceon the most recent trading day prior to the said date).

(iii)The agreement on a restricted stock allotment including the following content is entered into between theCompany and the Eligible Directors in connection with the issuance or disposition of the Company’s common stock.
The " Notice of the Introduction of Restricted Stock Compensation Plan" dated February 25, 2021 stated that thetotal 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. However, as announced in the " Partial Amendment to the Contents of the" Notice of the Introduction of Restricted Stock Compensation Plan " dated May 14, 2021, the total amount has
been changed to "Not more than 70 million yen per fiscal year."An overview of the plan is as follows.
<Overview of the Plan>The Eligible Directors will be issued or disposed of the Company’s common stocks under the Plan. When issuing or
disposing of the Company’s common stocks under the Plan, The agreement on a restricted stock allotment shallbe concluded between the Company and the Eligible Directors to be allotted, and the contents of the agreement
shall include the following.
① The Eligible directors shall not transfer, pledge a security interest or otherwise dispose of the Company’s
Common Stocks allocated during the restriction period of transfer.
② The Company shall acquire the Company’s Common Stocks without contribution in the case where certain
events occur.
In addition to the Eligible Directors, the Company have introduced a restricted stock compensation plan similar tothat for the Eligible Directors for the Executive Officers and Employees. However, under the restricted stockcompensation plan for the Executive Officers and Employees, the Executive Officers and Employees are paidmonetary compensation claims (monetary claims) and receive the issuance or disposal of the Company’s common
stock by providing all of such monetary compensation claims (such monetary claims) as in-kind investment
properties.
Taking into consideration the objectives of the plan, the Company’s performance, the extent of responsibility of
the Eligible Directors, and other factors, based on the resolution at the Board meeting held today, the Company
decided to pay the 7,061 shares of the Company’s common stocks in total as consideration for the execution ofduties as a director to 5 of the Eligible Directors, and the Company decided to pay 11,613 shares of the Company’scommon stocks in total to 17 of the Executive Officers (hereinafter the "Eligible Executive Officers") as the purposeof contribution in-kind of monetary compensation claims 37,219,665 yen owed to the Company to the Eligible
Executive Officers the Company (the amount of monetary compensation claims invested per share is 3,205 yen),and the Company decided to pay 42,560 shares of the Company’s common stocks in total (hereinafter, the "AllottedShares" in conjunction with the grant for the Eligible Directors and the Eligible Executive Officers) to 1,330 ofemployees (hereinafter, the "Eligible Employees" are referred to as the "Eligible Persons" in conjunction with theEligible Directors and the Eligible Executive Officers) as the purpose of contribution in-kind of monetary claims
136,404,800 yen owed to the Company (the amount of monetary claims invested per share is 3,205 yen) to theEligible Employees

<Overview of Restricted Stock Allocation Agreement>
The Company and the Eligible Directors individually enter into restricted stock agreements, which are outlined
below. The Company also enter into generally similar restricted stock agreements with the Eligible Executive
Officers and the Eligible Employees who are scheduled to be allotted to dispose of treasury stock.
(1) Restriction Period on Transfer
The Eligible Directors may not transfer, pledge a security interest or otherwise dispose of the Allotted Shares during
the period from July 21, 2023 (the Allotment Date) until the date on which the status of any of the directors or theexecutive officers is lost (provided, however, that if the date of such loss is before July 1, 2024, the period is until
July 1, 2024).
(2) Termination Conditions of Restriction on Transfer
The Eligible Directors shall, at the expiration of the Restriction Period on Transfer, terminate the Restriction on
Transfer of all the Allotted Shares on condition that The Eligible Directors remain in the position of either thedirectors or the executive officers during the period from July 21, 2023 (Allotment Date) to the conclusion of theOrdinary General Meeting of Shareholders for the fiscal year ending March 2024 (hereinafter referred to as the"Service Offering Period"). Provided, however, that in the event that The Eligible Directors loses any position of thedirectors or the executive officers in the Service Offering Period due to death or any other reason deemedjustifiable by the Board of Directors, the restriction on transfer shall be terminated with respect to the Allotted
Shares in the number of months from July 2023 to the month including the month of resignation/leaving a position
multiplied by 12 (provided, however, that in case of exceeding 1, the number shall be deemed to be 1) by thenumber of the Allotted Shares (provided, however, that any fraction less than one share arising as a result of thecalculation shall be rounded off).
(3) Acquisition without contribution by the Company
The Company will naturally acquire the Allotted Shares for which the Restriction on Transfer has not been
terminated at the time of expiration of the Restriction on Transfer or at such other time as may be specified in theAgreement without contribution.
(4) Management of shares
In order to prevent the Eligible Directors from transferring, pledge a security interest, or otherwise disposing of
the Allotted Shares during the Transfer Restriction Period, the Allotted Shares shall be managed in dedicatedaccounts opened by the Eligible Directors at Daiwa Securities Co. Ltd.
(5) In case of organizational restructuring, etc.
If during the Restriction Period on Transfer a merger agreement in which the Company will be theabsorbedcompany, a share exchange agreement or a share transfer plan in which the Company will become a wholly-owned
subsidiary, or other reorganization, etc. is approved by the General Meeting of Stockholder of the Company(provided that such reorganization, etc. is not required by the General Meeting of Stockholder, the Board meeting),with the resolution at the Board meeting, the restriction on transfer shall be terminated with respect to theAllotted Shares in the number of months from July 2023 to the month of the approval date of reorganization, etc.

divided by 12 (provided, however, that in case of exceeding 1, the number shall be 1) multiplied by the number ofthe Allotted Shares (provided, however, that any fraction less than one share arising as a result of the calculation
shall be rounded off) prior to the effective date of the reorganization, etc. Provided, however, that in case that theimmediately preceding business day prior to the effective date of the reorganization, etc. is a day prior to July 1,2024, the Company shall, as a matter of course, acquire all the Allotted Shares without contribution as of thebusiness day prior to the effective date of the reorganization, etc.
5.

Basis for calculating the amount paid in for the disposal of treasury stock for the Eligible Executive Officers
and the Eligible employees and the specific contents thereof

As described above, the disposition of treasury shares to the Eligible Executive Officers and the Eligible Employees
is made with monetary remuneration or monetary claims paid to the prospective allotment recipients as thecapital contributing property in accordance with the resolution of the Board of Directors. The amount paid in is
1,000 yen per share, which is the closing price of the Company’s common shares on the Tokyo Stock Exchange onJune 22, 2023 (the business day prior to the resolution of the Board of Directors) in order to eliminate arbitrary
prices. This is the market stock price immediately prior to the date of the resolution of the Board of Directors andin circumstances where there are no special occasion that the Company cannot refer the most recent stock price,
the Company believes that this is reasonable that appropriately reflects the Company's corporate value and is notconcerned as that the price is favorable to the allotment counterparty.

Disclaimer: This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.