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 of a Disposal of Treasury Stock through a Third-party Allotment in Conjunction with theIntroduction of a Trust-type Employee Shareholding Incentive Plan (E-ShipⓇ)
Ryohin Keikaku Co., Ltd. (the “Company”) announces that it has resolved at the Board of Directors meeting held today toexecute a disposal of treasury stock through a third-party allotment of shares, as described below.
1.

Overview of the disposal(1) Disposal date(2) Class and number of shares
to be disposed of(3) Disposal price(4) Total value of shares to bedisposed of(5) Disposal method(6) Subscriber(7) Others

2.

October 25, 2024
Common shares of the Company: 1,056,900shares¥2,605.5 per share¥2,753,752,950
Through a third-party allotment
The Nomura Trust and Banking Co., Ltd. (Ryohin Keikaku Employee Shareholding
Incentive Plan Trust Account (the “E-Ship Trust”))
This disposal of treasury stock is conditional upon the securities registration
statement filed under the Financial Instruments and Exchange Act taking effect.

Purpose and reason for the disposal
The Company resolved at the Board of Directors meeting held today to introduce a Trust-type Employee Shareholding
Incentive Plan (E-ShipⓇ) (hereinafter the “Plan”) for the purpose of giving an incentive to the employees of the Company
to enhance corporate value in the medium- to long-term, improving their benefits, and encouraging steady growth of theCompany by elevating their work motivation through capital participation as shareholders.
For an overview of the Plan, please refer to the “Announcement of the Introduction of a Trust-type Employee
Shareholding Incentive Plan (E-ShipⓇ),” dated today. The treasury stock will be disposed of to Nomura Trust andBanking Co., Ltd. (Ryohin Keikaku Employee Shareholding Incentive Plan Trust Account) to be established for theintroduction of the Plan.
The number of shares to be disposed of will be equivalent to the number of shares calculated by setting the number of1

shares likely to be purchased annually based on the actual purchases of the Ryohin Keikaku Employee Shareholding
Association (the “Shareholding Association”) (the most recent monthly purchases and actual amounts of bonus
purchases and reinvestments of dividends) converted into annual purchase amounts, after which the number of shares
likely to be purchased by the Shareholding Association during the trust term (approximately three years) is calculated
and divided by the disposal price.
Furthermore, while there will be a certain level of dilution through this disposal of treasury stock, given that the treasurystock will be gradually transferred in small amounts from the E-Ship Trust each month, which is the allottee, to theShareholders Association, the effects of this disposal of treasury stock are expected to be minimal and the level of dilution
to be reasonable. The level of dilution will be as follows:

Number of issued and outstanding
shares (as of August 31, 2024)

280,780,000 shares

0.38%

2,760,304

0.38%

Total number of voting rights(as of August 31, 2024)
Overview of the E-Ship Trust(1)

Trustor:

The Company(2)

Trustee:

The Nomura Trust and Banking Co., Ltd.

(3)

Beneficiaries:

Those who meet the beneficiary eligibility requirements (certain prescribed proceduresmust be completed after occurrence of the events determining the beneficial interests)

(4)

Trust

To be selected from the employees of the Company

administrator:(5)

Trust contract

September 25, 2024

date:
(6)

Trust term:

September 25, 2024, to September 21, 2027

(7)

Purpose of theStable and continuous supply of shares to the Shareholding Association and distribution oftrust:

trust assets to those who meet the beneficiary eligibility requirements

Exercise of

The trustee will exercise voting rights with respect to the Company’s shares, based on thevoting rights:

instructions from the Trust Administrator.

(8)

3.

Basis for calculating the amount to be paid and specific details thereof.
The purpose of this disposal of treasury stock is to introduce the Plan, which is a shareholding program for employees.
To ensure non-arbitrary valuation, the disposal price shall be set at ¥2,605.5, the closing price of the Company’s shareson the Tokyo Stock Exchange on September 24, 2024 (the business day immediately preceding the date of the resolution
by the Board of Directors). This is the market price immediately preceding the resolution of the Board of Directors andin the absence of any special conditions that would indicate that the immediately preceding stock price cannot be reliedon, it is considered to be a reasonable price that properly reflects the Company’s corporate value and is not particularly
favorable to the scheduled allottee. Note that the above method of calculating the amount to be paid is in accordancewith the Rules Concerning Handling of Allotment of New Shares to Third Party of the Japan Securities Dealers
Association. The rate of divergence between this price and the average daily closing price on the Tokyo Stock Exchange
is as follows (rounded off to two decimal places).

2

Average closing price (roundedRate ofdown to the nearest yen)

divergence

1 month (August 23, 2024, to September 24, 2024)¥2,670-2.42%

3 months (June 25, 2024, to September 24, 2024)¥2,672-2.49%

6 months (March 25, 2024, to September 24, 2024)¥2,5900.60%(Note) As August 25, 2024, was a holiday, August 23, 2024, which was the immediately preceding business day, wasused for the calculation of the closing price.
Regarding the above disposal price, the four Corporate Auditors (including three Outside Corporate Auditors) attending
the meeting of the Board of Directors unanimously expressed the opinion to the effect that the disposal price is notparticularly favorable to the allottees, and that the process by which the decision was reached was reasonable and thedecision was legitimate, given that this disposal of treasury stock was for the purpose of introducing the Plan and thatthe above disposal prices was the closing price of the Company’s shares immediately preceding the date of the resolutionof the Board of Directors.
4.

Procedures under the Corporate Code of Conduct
In this disposal of treasury stock, (i) the resulting dilution rate is less than 25%, and (ii) there will be no ensuing changes
in the controlling shareholders (even if all new shares subscription rights or all rights to acquire are exercised, no change
in the status of the controlling shareholders is expected). Consequently, this disposal of treasury stock does not require
the opinion of an independent third party or the approval of the shareholders, as prescribed in Article 432 of the Securities
Listing Regulations established by the Tokyo Stock Exchange.

3