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 Remuneration
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
(2) Type and Number of Shares to be Disposed of(3) Disposal Price(4) Total Disposal Price(5) Allottees Planned

July 25, 2024
16,231 common shares of the Company
1,941 yen per share
31,504,371 yen
Six (6) directors 16,231 shares※Excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors.

2. Purpose and Reason for the Disposal
At the meeting of the Board of Directors held on May 13, 2022, the Company made a resolution ofintroducing a Restricted Stock Remuneration System (“the System”) as a new remuneration plan for theCompany's Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside
Directors, hereinafter the same). The purpose of the System is to provide incentives for continuously improving
the Group's corporate value, and to share further value with shareholders.
At the 23rd Annual General Meeting of Shareholders held on June 21, 2022, the Company made aresolution of setting a limitation of share compensation not over 36million yen per year and a maximum of 50,000
common shares as total to be allotted for the Company’s Directors.
At the meeting of the Board of Directors held today, the Company made a resolution of paying 31,504,371
yen as the total amount of monetary remuneration credits to the 6 Directors of the Company (“eligible Directors”),
based on the purpose of the System by the position of each eligible Director, the scope of responsibilities and soon. The Company also made a resolution of disposing 16,231 common shares as restricted stock remuneration
for the payment by contributed in kind.
<Outline of the Restricted Stock Allotment Agreement>
In connection with the Disposal of Treasury Shares, the Company and each eligible Directors conclude arestricted stock allotment agreement (“Allotment Agreement”). Following is the outline of Allotment Agreement.
(1) Period of Transfer Restriction
Eligible Directors 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 the date on which retiring or resigning as a Director, an Executive Officer, or an employee of the1Company or any of its subsidiaries. However, if the retiring or resigning date is immediately after 3 months
from the end of the fiscal year to which belongs the delivery date of the allotted shares as defined below (i.e.,immediately after the arrival of July 1, 2025), then the period of transfer restriction will be until the later date.
(2) Conditions for Lifting the Transfer Restrictions
During the period from the Company's Annual General Meeting of Shareholders immediately before
the payment date to the one held in the following year (“Service Provision Period”), if the eligible Directors
continuously hold any of the positions of Director, 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.
However, during the Service Provision Period, if the eligible Director resigns or retires from theposition of Director, Executive Officer or employee of the Company or any of its subsidiaries due to his/herdeath or any other reason deemed justifiable by the Board of Directors of the Company, then the transfer
restrictions shall be lifted on the number of allotted shares equal to dividing the number of months from themonth following the month in which the beginning date of the service provision period is included to themonth which contains the date of his/her resignation or retirement by 12 (if the result of the calculation isabove 1, then 1 shall be used) and then multiplying the result by the number of allotted shares (any fraction
less than one (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, after Service Provision Period, if the eligible Director resigns or retires within three months
after the end of the business year to which the payment date of the allotted shares belongs from the positionof Director, Executive Officer or employee of the Company or any of its subsidiaries due to his/her death or
any other justifiable reason, then the transfer restrictions on all allotted shares shall be cancelled on the dateor the following date of resignation or retirement.
(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.
(4) Management of Shares
To prevent the allotted shares be transferred, pledged, or otherwise disposed of during the transferrestriction 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 absorbed
company, 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 transfer
restriction 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 Directors.

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