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March 4, 2020
Company:
Representative:
Inquiries:

DyDo Group Holdings, Inc.
Tomiya Takamatsu, President(Code 2590 on the First Section of the Tokyo Stock Exchange)
Naokazu Hasegawa, Corporate Officer
and General Manager of Corporate Communication Department

Announcement on Implementation of Trust-Type Employee Stock Ownership Incentive Plan
DyDo Group Holdings, Inc., is striving to realize sustainable growth while increasing its
medium- and long-term corporate value in keeping with the Group Mission 2030, which sets
forth a vision for the Group in 2030. To ensure employees can grow along with the Company
while competing successfully in a demanding market environment and promoting coexistence
and coprosperity with all stakeholders, the Company is working to foster an organizational
culture that thrives on embracing challenges.
In order to help increase its medium- and long-term corporate value together withemployees, the Company’s Board of Directors today resolved to implement an E-Ship®
Trust-Type Employee Stock Ownership Incentive Plan (“the incentive plan”).
The Company will make a further announcement when it decides any details as to the dateof setting up a trust regarding to the incentive plan, the total amount of loan the trust wouldborrow, the trust period of the incentive plan and as such.
1. Summary of the incentive plan
The Incentive Plan is available to all DyDo Group Holdings employees who participate in
the DyDo Group Holdings Employee Stock Purchase Plan (hereinafter, ESPP). Under theIncentive Plan, the Company will set up a trust – DyDo group Holdings ESPP Trust(hereinafter, “ESPP Trust”) - with a trust bank. The ESPP Trust will purchase Companyshares up front for the amount ESPP will likely to purchase over the next 5 years (currentlyestimated at around 500 million yen), financing its transaction with bank loans. Afterwards,the ESPP Trust will sell Company shares to the ESPP for its periodical purchases. At theend of the trust period, if the ESPP Trust asset balance resulted positive with theaccumulated gains on Company shares, such residual assets will be distributed to membersof the ESPP who meet beneficiary eligibility criteria. As the Company will guarantee
ESPP Trust for its bank borrowing in financing its purchase of Company shares, anyshortfalls in repayment at the end of Trust period, due to the accumulated loss at ESPP
Trust caused by the drop in Company share price.
The Incentive Plan aims to provide employees with incentives to raise corporate value inmedium to long-term, and to support wealth building of employees through their stockpurchase.

2. Framework of the incentive plan

(1) The Company will set up the ESPP Trust as a third-party trust whose beneficiaries
are members of the ESPP who meet beneficiary eligibility criteria.
(2) The ESPP Trust will borrow cash from banks to fund its Company share purchase.
The Company will guarantee the repayment of such borrowing. The Company will
receive guarantee commissions from the ESPP Trust for its guarantee obligation.
(3) The number of Company shares purchased by the ESPP Trust will be equivalent to
the number of shares that the ESPP is expected to purchase during the trust period.
(4) Throughout the trust period, the ESPP Trust will periodically sell the Company
shares it acquired in accordance with (3) above to the ESPP at market price, in linewith a pre-defined conditions and methods.
(5) The ESPP Trust will use proceeds from the sales of Company shares to the ESPP as
well as dividends on Company shares which it holds, to repay loan interest andprincipal.
(6) Voting rights associated with Company shares held by the ESPP Trust will be
exercised according to instructions from the trust administrator, who will be selectedto act on behalf of beneficiaries.
(7) Any residual assets held in the ESPP Trust at the end of trust period will be
distributed to individuals who meet beneficiary eligibility criteria.
(8) Any loans outstanding at the end of the trust period will be repaid by the Company
under loan guarantee obligations, as described in (2) above.

3. Outline of the Shareholders Association Exclusive Trust(1) Name
DyDo Group Holdings Employee Stock Purchase Plan Trust(2) Trustor
The Company(3) Trustee
The Nomura Trust and Banking Co., Ltd.
(4) Beneficiaries
Employees who meet beneficiary eligibility criteria(5) Date of trust contract
July 15, 2020 (Plan)(6) Trust period
July 15, 2020 to July 1, 2025 (Plan)(7) Purpose of trust
Stable and continuous supply of shares to the ESPP and distribution of trust assets to
those employees who meet beneficiary eligibility criteria(8) Beneficiary eligibility criteria
To be eligible, a beneficiary must be alive on the date when procedures for confirming
eligibility begin (such as, the date on which the trust period ends, when all trust assets
are converted to cash or all the Company stock held as trust assets are sold to theEmployee Shareholders Association), and be a member of this Employee
Shareholders Association (or a former member who had to withdraw membership due
to mandatory retirement, job transfer or promotion to an executive position on or after
the trust contract was signed and up to the date when procedures for confirming
beneficiary eligibility begin).
(Reference)
E-Ship® is the registered trademark of Nomura Securities Co., Ltd.
E-Ship® (an abbreviation of Employee Shareholding Incentive Plan) is an incentive plan for
employees modeled after employee stock ownership plans widely used in the United States. It
was jointly developed by Nomura Securities Co., Ltd., and The Nomura Trust and BankingCo., Ltd., for use as an employee stock ownership plan.
This is a translation of the Japanese press release for reference purposes only. In the event ofany discrepancy, the Japanese original shall prevail.