September 25, 2024
To whom it may concern,
Company name: Ryohin Keikaku Co., Ltd.
Representative: Nobuo Domae, President and Representative Director(Code number 7453, Prime market of the Tokyo Stock Exchange)
Contact: Kenta Horiguchi, Executive Officer, Corporate Planning Office
Phone: +81-3-6699-7358

Announcement on Disposal of Treasury Stock as Restricted Stock Compensation

Ryohin Keikaku Co., Ltd. (the “Company”) announces that it has resolved at the Board of Directors meeting held on
September 25, 2024, to dispose of the Company’s treasury stock (hereinafter the “Disposal of Treasury Stock” or “Disposal”)
as described below.
1.

Overview of the Disposal(1)

Disposal date(2)Class and number of shares
to be disposed ofNovember 5, 2024
Shares of the Company’s common stock: 49,600 shares(3)

Disposal price¥2,605.5 per share(4)

Total disposal value¥129,232,800

Allottees and number(5)thereof, and number ofshares to be disposed of(6)2.

OtherDirectors (excluding Outside Directors) of the Company
3 Directors, 28,400 shares
Senior Executive Officers
6 Senior Executive Officers, 21,200 shares
An extraordinary report on the Disposal of Treasury Stock has been filed under
the Financial Instruments and Exchange Act.

Purpose and reason for the Disposal
The Company, at a meeting of the Board of Directors held on October 14, 2021, resolved to introduce a restricted
stock compensation plan (hereinafter the “Plan”) as a new compensation plan to Directors excluding Outside Directorsof the Company (hereinafter the “Eligible Directors”) for the purpose of granting an incentive for the sustainableenhancement of the Company’s corporate value as well as further promoting the sharing of values with shareholders.
Additionally, at the 43rd Ordinary General Meeting of Shareholders held on November 26, 2021, it was resolved that,based on the Plan, the compensation paid to the Eligible Directors shall comprise (i) shares of the Company’s common
stock, or (ii) monetary claims as assets contributed in kind to acquire shares of the Company’s common stock; and that
the Eligible Director(s), by resolution of the Company’s Board of Directors, shall receive the issuance or disposition ofshares of the Company’s common stock. The Company has received approval for 300 million yen or less per year as thetotal amount of the Company’s common stock or monetary claims as compensation to be paid under the Plan, 120,000
1shares or less per year as the total number of shares of the Company’s common stock, and a transfer restriction periodof 3 to 50 years as determined by the Board of Directors of the Company, etc.
Furthermore, at a meeting of the Board of Directors held on October 30, 2023, the Company resolved to introduce thePlan to Executive Officers who do not concurrently serve as Directors of the Company (hereinafter the “Eligible
Executive Officers” and collectively with the Eligible Directors shall be referred to as the “Eligible Directors”).
The overview and specific details of the Plan are as follows.
[Overview of the Plan]
Under the Plan, the Company shall conclude a Restricted Stock Allotment Agreement with the Eligible Directors byemploying either the method in which shares of the Company’s common stock are issued or disposed of as compensation
for Eligible Directors without payment of cash or the provision of assets contributed in kind (hereinafter “DeliveryWithout Compensation”), or the method in which monetary claims are paid to the Eligible Directors, as compensationand the Eligible Directors., provide all of said monetary claims as assets contributed in kind in exchange for the issue ordisposal of shares of the Company’s common stock (hereinafter “Delivery through Assets Contributed in Kind”). TheRestricted Stock Allotment Agreement shall contain (i) a transfer restriction clause, in which the Eligible Directors., areprohibited from transferring to a third party, creating a security interest on, or otherwise disposing of shares of theCompany’s common stock allotted based on the Restricted Stock Allotment Agreement for a given period, and (ii) agratis acquisition clause, in which the Company may acquire said shares of the Company’s common stock withoutcompensation under certain circumstances.
If the Eligible Directors, are allotted shares by Delivery through Assets Contributed in Kind, the Eligible Directors,
shall provide all of the monetary claims paid by the Company as assets contributed in kind and receive the issue or
disposal of the shares of the Company’s common stock. In this case, the amount to be paid per share shall be determinedby the Board of Directors based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on
the business day immediately preceding the date of the resolution of the Board of Directors (or, if no trading is conductedon the same day, the closing price of the immediately preceding business day), to the extent that the amount is notparticularly favorable to the Eligible Directors who subscribe to the said shares of common stock.
The Company, upon deliberations by the Remuneration Advisory Committee, has decided, in light of the purpose of
the Plan, the Company’s business performance, the achievement status of important metrics including those involving
ESG, the scope of responsibility of each Eligible Directors., and various circumstances, to grant a total of ¥129,232,800
in monetary claims (hereinafter “Monetary Claims”) and 49,600 shares of common stock, in an effort to further motivate
each Eligible Directors. To realize the purpose of the Plan, i.e., of sharing value with shareholders in the medium- tolong-term, the transfer restriction period has been extended to 50 years.
In the Disposal of Treasury Stock, in accordance with the Plan, the nine Eligible Directors, etc. who are the scheduled
allottees of shares, shall pay all of the Monetary Claims to the Company as assets contributed in kind and shall receive
the disposal of the shares of the Company’s common stock (hereinafter “Allotted Shares”). A summary of the Restricted
Stock Allotment Agreement (hereinafter the “Allotment Agreement”) to be concluded between the Company and theEligible Directors., is as described in paragraph 3. below.
3.

Summary of the Allotment Agreement(1) Transfer restriction period
November 5, 2024, to November 4, 2074
(2) Conditions for the lifting of the transfer restrictions
The Company shall lift the transfer restrictions of all Allotted Shares upon expiration of the transfer restriction
period, provided that the Eligible Directors, has continuously held a position as a Director, an Executive Officer, anExecutive Officer who does not concurrently serve as Director, a Corporate Auditor, or an employee at the Company
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or at any of its subsidiaries during the transfer restriction period.
(3) If the Eligible Directors., resigns or retires from his or her position due to a justifiable reason such as expiration of
the term of office or reaching mandatory retirement age.
(i)Timing of the lifting of the transfer restrictions
If an Eligible Director, etc. resigns or retires from his or her position as a Director, an Executive Officer,
an Executive Officer who does not concurrently serve as Director, a Corporate Auditor, or an employee
at the Company or at any of its subsidiaries due to a justifiable reason such as the expiration of the termof office or reaching mandatory retirement age (including resignation or retirement due to death), theCompany shall lift the transfer restrictions immediately after the point of resignation or retirement of theEligible Directors.

(ii)

Number of shares subject to the lifting of the transfer restrictions
The number of Allotted Shares held by the Eligible Directors. at the time of resignation or retirement, asdescribed in (i) above.

(4) Gratis acquisition by the Company
The Company shall automatically acquire without compensation all the Allotted Shares that have not been subject
to the lifting of transfer restrictions at the expiration of the transfer restriction period or at the time of lifting of thetransfer restrictions described in paragraph (3) above.
(5) Treatment in organizational restructuring
If during the transfer restriction period, a merger agreement under which the Company becomes a defunct company,a share exchange agreement or a share transfer plan under which the Company becomes a wholly owned subsidiary,or any other matter relating to organizational restructuring, etc., is approved at a general meeting of shareholders ofthe Company (however, in cases where such reorganization, etc. does not require the approval of the Company’s
general meeting of shareholders, the Company’s Board of Directors may approve such reorganization, etc.), theCompany shall, by resolution of the Company’s Board of Directors, lift the transfer restrictions of the Allotted
Shares it holds at that point immediately preceding the business day prior to when the reorganization, etc. takeseffect (however, in a company split under which the Company becomes the split company, and when and only when
the Eligible Directors., are expected to resign or retire from the positions listed in paragraph (2) above in conjunction
with the company split, consideration for the split in its entirety or in part shall be delivered to the shareholders ofthe Company). Additionally, the Company shall automatically acquire without compensation all of the Allotted
Shares that have not been subject to the lifting of transfer restrictions immediately after the expiration of the transferrestriction period.
(6) Administration of shares
During the transfer restriction period, the Allotted Shares shall be administered in a dedicated account opened by
the Eligible Directors., at Nomura Securities Co., Ltd. to ensure that the Eligible Directors., do not transfer, createa security interest on, or otherwise dispose of the shares during the transfer restriction period. The Company has
concluded an agreement regarding the administration of the dedicated accounts of the Allotted Shares, with Nomura
Securities Co., Ltd., to secure the effectiveness of the transfer restrictions, etc. of the Allotted Shares. Additionally,the Eligible Directors. shall agree to the details of the administration of the dedicated account.
4.

Basis for calculating the amount to be paid and specific details thereof.
The Disposal of Treasury Stock to the scheduled allottees shall be funded by monetary claims paid by the Company
as restricted stock compensation for the 46th business year. To ensure non-arbitrary valuation, the disposal price shall be
set at ¥2,605.5, the closing price of the Company’s shares on the Prime Market of the Tokyo Stock Exchange on
September 24, 2024 (the business day immediately preceding the date of the resolution by the Board of Directors). Thisis the market price immediately preceding the date of the resolution of the Board of Directors and believed to bereasonable and not particularly favorable.
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