June 25, 2024
Company Name
Representative

Sun Frontier Fudousan Co., Ltd.
Seiichi Saito, President and Representative Director(Stock Code: 8934, TSE Prime Market)
Takeshi Hirahara, Senior Executive Officer, andGeneral Manager of Corporate Planning Department
TEL: 03-5521-1551

Inquiries

Notice of Disposal of Treasury Shares as Restricted Stock for
Executive Officers and Certain Employees
At the meeting of the Board of Directors held today, the Company made a resolution of disposing
treasury shares as restricted stock remuneration (“Disposal of Treasury Shares”) as follows.
1. Overview of Disposal(1) Payment Date

July 25, 2024

(2) Type and Number of Shares to be Disposed of15,412 common shares of the Company(3) Disposal Price

1,941 yen per share(4) Total Disposal Price

29,914,692 yen
9 executive officers
53 employees(5) Allottees Planned

5,519 shares
9,893 shares

2. Purpose and Reason for Disposal
The Company made a resolution of paying 29,914,692 yen as the total amount of monetary remunerationcredits which means disposing 15,412 common shares as restricted stock remuneration, to the 9 Executive
Directors and 53 employees of the Company (“eligible Employees”), for the purpose of providing incentives forcontinuously improving the Group's corporate value and sharing further value with shareholders. In addition,from the perspective of promoting medium-to long-term and continuous work, the Company decided a transfer
restriction on the allotted shares and set the period at approximately 3 years.
Eligible Employees shall pay all the monetary credits provided to them as contribution in kind and shallsubscribe for the common shares allotted by the Company through the disposal of treasury shares. In addition, inconnection with the disposal of treasury shares, the Company enters into a restricted stock allotment agreement witheligible Employees that generally includes the following details.
The allotted shares will be allotted only to the eligible Employees who wish to subscribe for them.
<Outline of the Restricted Stock Allotment Agreement>(1) Period of Transfer Restriction
Eligible Employees shall not transfer, pledge, or otherwise dispose of the Company's common shares(“allotted shares”) allotted under the Allotment Agreement during the period from July 25, 2024 (the paymentdate) to April 1 2027.
(2) Conditions for Lifting the Transfer Restrictions
During the transfer restrictions, if the eligible Employees continuously hold any of the positions ofDirector, Executive Officer or employee of the Company or any of its subsidiaries, then the transfer
restrictions on all allotted shares shall be cancelled on the expiration date.
1However, during the Service Provision Period, if the eligible Employee resigns or retires from theposition of Director, Executive Officer or employee of the Company or any of its subsidiaries 1) due tohis/her death, then the transfer restrictions shall be lifted on the number of allotted shares equal to dividing
the number of months from the month following the month in which the beginning date of the service
provision period is included to the month which contains the date of his/her resignation or retirement by 34(if the result of the calculation is above 1, then 1 shall be used) and then multiplying the result by the numberof allotted shares (any fraction less than 1 share as a result of the calculation shall be rounded down). The
restriction shall be lifted on the day following the date of his/her resignation or retirement. In addition, duringthe Service Provision Period, if the eligible Employee resigns or retires from the position of Director,
Executive Officer or employee of the Company or any of its subsidiaries 2) due to any other reason deemedjustifiable by the Board of Directors of the Company, then the transfer restrictions shall be also lifted on
number of allotted shares on the date determined separately by the Company.
(3) Free Acquisition by the Company
The Company shall automatically acquire the allotted shares for which the transfer restriction has notbeen lifted when the transfer restriction period expires, or other timing engaged by other agreement.
(4) Management of Shares
To prevent the allotted shares be transferred, pledged, or otherwise disposed of during the transfer
restriction period, the restricted shares shall be managed in a dedicated account opened by the eligible
Employers with Daiwa Securities Co. Ltd.
(5) Treatment in the Event of Reorganization, etc.
If a General Meeting of Shareholders (or at the Board of Directors of the Company in the event that it
is not a necessary to made a resolution on General Meeting of Shareholders related to organizational
restructuring, etc,) made a resolution of a merger agreement under which the Company is the absorbedcompany, a share exchange agreement or share transfer plan under which the Company is to become a whollyowned subsidiary, or any other matter relating to organizational restructuring, etc., the transfer restrictions on
all allotted shares should be cancelled by a resolution of the Board of Directors, and the cancellation shouldbe executed on 1 business day before the effective date of the organizational restructuring during the transferrestriction period.
3. Basis for Calculation of Payment Amount and Specific Details
The Disposal of Treasury Shares is conducted as a monetary remuneration credit provided to the Allottees
Planned based on the System. In order to eliminate arbitrariness, the Payment amount will be 1,941 yen, whichis the closing price of the Company's common shares on the Tokyo Stock Exchange on June 24, 2024. This is themarket price immediately prior to the date of the resolution of the Board of Directors. Unless there are special
reason indicated that the latest share price cannot be relied on, it is a reasonable price that appropriately reflects
the Company's corporate value and does not fall under the category of a particularly advantageous price for theeligible Employees.

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