(NOTE) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail.

Date: June 19, 2024

Company Name: Akebono Brake Industry Co., Ltd.

Representative: Yasuhiro Miyaji, President & CEO

(Securities Code: 7238 TSE Prime Market)

Announcement Regarding the Issuance of

Share-based Payment Stock Options (Share acquisition rights)

By resolution of a meeting of the Board of Directors held on June 19, 2024, Akebono Brake Industry Co., Ltd. (hereinafter the "Company") hereby announces, the issuance of two kinds of share acquisition rights (medium- and long-term) as share-based payment stock options for Directors (excluding Directors who are Audit & Supervisory Committee members - the same applies hereinafter) and Executive Officers who are not concurrently serving as Directors of the Company in accordance with the provisions of the Companies Act Articles 236, 238 and 240.

1. Reason for the issuance of share acquisition rights as stock options

This issuance is to have the remuneration reflect the medium- and long-term management efforts of Directors and Executive Officers who are not concurrently serving as Directors of the Company. In addition, we aim to increase the share price through appropriate management and improve the motivation and morale to deliver better business performance.

2. Overview of issuance of share acquisition rights I. 12th (A) Medium-term share acquisition rights

1. Number of share acquisition rights 440

The total number of shares to be issued by exercising the share acquisition rights shall be

44,000 shares of the common shares of the Company. When the number of shares to be granted regarding the share acquisition rights is adjusted due to 3. (1) below, it shall be the number of the shares to be granted after the adjustment multiplied by the number of the share acquisition rights.

2. Amount to be paid upon allotment of share acquisition rights

The paid-in amount of the share acquisition rights shall be the fair valuation amount calculated by the Black-Scholes Model on the allotment date of the share acquisition rights. However, the Company shall pay the person to whom the share acquisition rights are allotted a monetary remuneration equivalent to the total paid-in amount of the share acquisition rights. This right to request remuneration and the payment obligation of the paid-in amount of the share acquisition rights shall be offset.

3. Details of share acquisition rights

(1) Class and number of the shares to be issued upon exercise of share acquisition rights

The number of shares of each share acquisition right (hereinafter the "Number of Shares to be Granted") shall be one hundred (100) common shares of the Company.

After the date of allocation of the share acquisition rights, the Number of Shares to be

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Granted shall be adjusted using the following formula when the Company conducts a stock split (including allotment without contribution of the Company's common shares. The same shall apply hereinafter) or a reverse stock split. However, such adjustments shall be made only for the number of shares for the share acquisition rights that have not been exercised or canceled at that time. Fractions less than one (1) share resulting from adjustment shall be discarded.

Number of Shares to be Granted after adjustment = Number of Shares to be Granted before adjustment × Ratio of stock split (or reverse stock split)

In addition, after the allotment of share acquisition rights, if the Company conducts an absorption-type merger (kyusyu-gappei) or a consolidation-type merger (shinsetsu-gappei) with another company, if the Company exchanges shares with another company to become a wholly- owning parent company, or if the Company conducts an absorption-type demerger (kyusyu- bunkatsu) or an incorporation-type demerger (shinsetsu-bunkatsu), the Company shall be able to adjust the number of target shares within a reasonable range.

  1. Value or calculation method of property contributed upon exercise of share acquisition rights The value of the property contributed upon exercise of share acquisition rights shall be one
  1. yen of the paid-in amount per share to be granted by exercising share acquisition rights (the "Exercise Price") multiplied by the Number of Shares to be Granted.
  1. Exercisable period of share acquisition rights

The period during which share acquisition rights may be exercised (hereinafter the "Exercise Period") shall be from July 20, 2027 to July 19, 2030. (If the share acquisition rights holder loses either the position of Director or Executive Officer of the Company or passes away before the end of July 19, 2030, the period defined by 3. (6).)

  1. Matters concerning share capital and legal capital surplus to be increased
    1. The amount of share capital increase when shares are issued by exercising share acquisition rights shall be half of the maximum amount of increase in share capital, etc. calculated in accordance with Article 17, Paragraph 1 of the Regulation on Corporate Accounting. If a fraction less than one (1) yen is generated as a result of the calculation, the fraction shall be rounded up.
    2. The amount of legal capital surplus increase when shares are issued by exercising share acquisition rights shall be the maximum amount of share capital increase listed in (i) above deducted by the share capital increase defined by (i) above.
  2. Restrictions on transfer of share acquisition rights

The purchase of share acquisition rights by transfer shall require the approval of the Board of Directors of the Company in the form of a resolution.

  1. Conditions for exercise of share acquisition rights
    1. When a share acquisition rights holder loses either the position of Director or Executive Officer of the Company before the end of July 19, 2030, the person may exercise share acquisition rights until ten (10) days have elapsed from the day following the date of leaving office or the maturity date of the Exercise Period, whichever comes first. However, this does not apply if the share acquisition rights holder passes away.
    2. A share acquisition rights holder may not exercise part of one (1) share acquisition right (exercise of less than one (1) unit).
    3. If a share acquisition rights holder passes away before the end of July 19, 2030, his or her legal heir may exercise share acquisition rights. Provided that the legal heir may exercise

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share acquisition rights until the day on which 4 (four) months have passed from the day following the day the share acquisition rights holder passed away or the maturity date of the Exercise Period, whichever is earlier

  1. Share acquisition rights allocation date July 19, 2024
  2. Matters concerning the acquisition of share acquisition rights
  1. If the proposal for the approval of a merger agreement in which the Company becomes an extinguished company is approved at the General Meeting of Shareholders of the Company, or if a proposal for the approval of a share exchange agreement or share transfer plan for which the Company becomes a wholly owned subsidiary is approved at the General Meeting of Shareholders of the Company, the Company may acquire the share acquisition rights free of charge from the share acquisition rights holder on the date separately determined by the Board of Directors of the Company.
  2. If a share acquisition rights holder or his or her legal heir becomes unable to exercise all or

part of the share acquisition rights in accordance with the provision of 3. (6) of the above, the Company may acquire the share acquisition rights free of charge on the date separately determined by the Board of Directors of the Company.

6. Handling of share acquisition rights in the event of Reorganization

When the Company conducts a merger (limited to cases where the Company is extinguished due to the merger), absorption-type demerger (kyusyu-bunkatsu),incorporation-type demerger (shinsetsu-bunkatsu), share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) (collectively hereinafter the "Reorganization"), the Company shall grant share acquisition rights of the stock companies listed in Article 236, Paragraph 1, Item 8 (a) to (e) of the Companies Act (hereinafter the "Reorganization Target Company") to share acquisition rights holders on the effective date of the Reorganization based on the following conditions. Provided that it is the case that the absorption-type merger (kyusyu-gappei) agreement, consolidation-type merger (shinsetsu-gappei) agreement, absorption-type demerger (kyusyu-bunkatsu) agreement, incorporation-type demerger (shinsetsu-bunkatsu) plan, share exchange (kabushiki-kokan) agreement or share transfer (kabushiki-iten) plan (collectively hereinafter the "Reorganization Agreement, etc.") states that share acquisition rights of the Reorganization Target Company are granted based on the following conditions.

(1) Number of share acquisition rights of the Reorganization Target Company to be granted The same number as the number of share acquisition rights held by the share acquisition

rights holder shall be granted.

  1. Class of shares of the Reorganization Target Company for share acquisition rights It shall be the Reorganization Target Company's common shares.
  2. Number of the shares of the Reorganization Target Company for share acquisition rights Considering the terms of the Reorganization, it shall be determined by the Reorganization

Agreement, etc. in accordance with 3. (1) of the above.

(4) Value of property contributed upon exercise of share acquisition rights

The value of the property contributed upon exercise of share acquisition rights to be granted shall be, considering the conditions of the Reorganization, the Exercise Price After the Reorganization obtained by adjusting the Exercise Price determined by 3. (2) of the above multiplied by the number of shares of the Reorganization Target Company for the share acquisition rights determined in accordance with 6. (3) of the above.

(5) Exercisable period of share acquisition rights

It shall be from the first day of the Exercise Period defined by 3. (3) of the above or the

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effective date of the Reorganization, whichever comes later, to the end of the Exercise Period defined by 3. (3).

  1. Matters concerning share capital and legal capital surplus to be increased when shares are issued due to the exercise of share acquisition rights
    It shall be determined by the Reorganization Agreement, etc. in accordance with 3. (4) of the above.
  2. Restrictions on transfer of share acquisition rights

The transfer of share acquisition rights shall require the approval of the Board of Directors of the Reorganization Target Company in the form of a resolution.

(8) Conditions for exercise of other share acquisition rights

It shall be determined by the Reorganization Agreement, etc. in accordance with 3. (6) of the above.

(9) Matters and conditions concerning the acquisition of share acquisition rights

It shall be determined by the Reorganization Agreement, etc. in accordance with 5 of the above.

  1. Other conditions shall be determined by the Reorganization Agreement, etc. in accordance with the terms of the Reorganization Target Company.

7.

Matters concerning certificates pertaining to share acquisition rights

The Company does not issue certificates pertaining to share acquisition rights.

8.

Persons and number of share acquisition rights allotted

Directors

2 persons, 73

Executive Officers who are not concurrently serving as Directors

7 persons, 367

If the number of applications for share acquisition rights by each target person does not reach the number of allocations to each target person set by the Board of Directors of the Company, the number of the allocation to the target person shall be decreased to the number of applications.

  1. 12th (B) Long-term share acquisition rights
    1. Number of share acquisition rights 890

The total number of shares to be issued by exercising the share acquisition rights shall be 89,000 shares of the common shares of the Company. When the Number of Shares to be Granted regarding the share acquisition rights is adjusted due to 3. (1) below, it shall be the Number of Shares to be Granted after the adjustment multiplied by the number of the share acquisition rights.

2. Amount to be paid upon allotment share acquisition rights

The paid-in amount of the share acquisition rights shall be the fair valuation amount calculated by the Black-Scholes Model on the allotment date of the share acquisition rights. However, the Company shall pay the person to whom the share acquisition rights are allotted a monetary remuneration equivalent to the total paid-in amount of the share acquisition rights. This right to request remuneration and the payment obligation of the paid-in amount of the share acquisition rights shall be offset.

3. Details of share acquisition rights

(1) Class and number of the shares to be issued upon exercise of share acquisition rights

The number of shares of each share acquisition right (the "Number of Shares to be Granted") shall be one hundred (100) common shares of the Company.

After the date of allocation of the share acquisition rights, the Number of Shares to be Granted shall be adjusted using the following formula when the Company conducts a stock

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split (including allotment without contribution of the Company's common shares. the same shall apply hereinafter) or a reverse stock split. However, such adjustments shall be made only for the number of shares for the share acquisition rights that have not been exercised at that time. Fractions less than one (1) share resulting from adjustment shall be rounded down.

Number of Shares to be Granted after adjustment = Number of Shares to be Granted before adjustment × Ratio of stock split (or reverse stock split)

In addition, after the allotment of share acquisition rights, if the Company conducts an absorption-type merger (kyusyu-gappei) or a consolidation-type merger (shinsetsu-gappei) with another company, if the Company exchanges shares with another company to become a wholly-owning parent company, or if the Company conducts an absorption-type demerger (kyusyu-bunkatsu) or an incorporation-type demerger (shinsetsu-bunkatsu), the Company shall be able to adjust the number of target shares within a reasonable range.

  1. Value or calculation method of property contributed upon exercise of share acquisition rights The value of the property contributed upon exercise of share acquisition rights shall be one
    1. yen of the paid-in amount per share to be granted by exercising share acquisition rights (hereinafter the "Exercise Price") multiplied by the Number of Shares to be Granted.
  2. Exercisable period of share acquisition rights

The period during which share acquisition rights may be exercised (hereinafter the "Exercise Period") shall be from July 20, 2024 to July 19, 2054. (If the share acquisition rights holder loses either the position of Director or Executive Officer of the Company or passes away before the end of the period, the period defined by 3. (6).)

  1. Matters concerning share capital and legal capital surplus to be increased
    1. The amount of share capital increase when shares are issued by exercising share acquisition rights shall be half of the maximum amount of increase in share capital, etc. calculated in accordance with Article 17, Paragraph 1 of the Regulation on Corporate Accounting. If a fraction less than one (1) yen is generated as a result of the calculation, the fraction shall

be rounded up.

(ii)The amount of legal capital surplus increase when shares are issued by exercising share acquisition rights shall be the maximum amount of share capital increase listed in (i) above deducted by the share capital increase defined by (i) above.

(5) Restrictions on transfer of share acquisition rights

The transfer of share acquisition rights by transfer shall require the approval of the Board of Directors of the Company in the form of a resolution.

  1. Conditions for exercise of share acquisition rights
    1. Share acquisition rights holders may exercise said rights only during the period from the day following the day on which they lose their position as either a director or executive officer of the Company until ten (10) days have elapsed. However, this restriction shall not apply if the share acquisition rights holder has passed away.

(ii)A share acquisition rights holder may not exercise part of one (1) share acquisition right (exercise of less than one (1) unit).

  1. If a share acquisition rights holder passes away before the end of July 19, 2054, only his or her legal heir may exercise share acquisition rights. Provided that the legal heir may exercise share acquisition rights until the day on which four (4) months have passed from the day following the day the share acquisition rights holder passed away or the maturity

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date of the Exercise Period, whichever is earlier

  1. Share acquisition rights allocation date July 19, 2024
  2. Matters concerning the acquisition of share acquisition rights
  1. If the proposal for the approval of a merger agreement in which the Company becomes an extinguished company is approved at the General Meeting of Shareholders of the Company, or if a proposal for the approval of a share exchange agreement or share transfer plan for which the Company becomes a wholly owned subsidiary is approved at the General Meeting of Shareholders of the Company, the Company may acquire share acquisition rights free of charge from the share acquisition rights holder on the date separately determined by the Board of Directors of the Company.
  2. If the share acquisition rights holder or his or her legal heir becomes unable to exercise all or part of the share acquisition rights in accordance with the provision of 3. (6) of the above, the Company may acquire share acquisition rights free of charge on the date separately

determined by the Board of Directors of the Company.

6. Handling of share acquisition rights during the Reorganization

If the Company conducts a merger (limited to cases where the Company is extinguished due to the merger), absorption-type demerger (kyusyu-bunkatsu),incorporation-type demerger (shinsetsu-bunkatsu), share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) (collectively hereinafter the "Reorganization"), the Company shall grant share acquisition rights of stock companies listed in Article 236, Paragraph 1, Item 8 (a) to (e) of the Companies Act (hereinafter the "Reorganization Target Company") to share acquisition rights holders on the effective date of the Reorganization based on the following conditions. Provided that it is the case that the absorption-type merger (kyusyu-gappei) agreement, consolidation-type merger (shinsetsu-gappei) agreement, absorption-type demerger (kyusyu-bunkatsu) agreement, incorporation-type demerger (shinsetsu-bunkatsu) plan, share exchange (kabushiki-kokan) agreement or share transfer (kabushiki-iten) plan (collectively hereinafter the " Reorganization Agreement, etc.") states that share acquisition rights of the Reorganization Target Company are granted based on the following conditions.

(1) Number of share acquisition rights of the Reorganization Target Company to be granted The same number as the number of share acquisition rights held by the share acquisition

rights holder shall be granted.

  1. Class of the shares of the Reorganization Target Company for share acquisition rights It shall be the Reorganization Target Company's common shares.
  2. Number of the shares of the Reorganization Target Company for share acquisition rights

Considering the conditions of the Reorganization, it shall be determined by the Reorganization Agreement, etc. in accordance with 3. (1) of the above.

(4) Value of property contributed upon exercise of share acquisition rights

The value of the property contributed upon exercise of share acquisition rights to be granted shall be, considering the terms of the Reorganization, the Exercise Price After the Reorganization obtained by adjusting the Exercise Price determined by 3. (2) of the above multiplied by the number of shares of the Reorganization Target Company for the share acquisition rights determined in accordance with 6. (3) of the above.

(5) Exercisable period of share acquisition rights

It shall be from the first day of the Exercise Period defined by 3. (3) of the above or the effective date of the Reorganization, whichever comes later, to the end of the Exercise Period defined by 3. (3).

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  1. Matters concerning share capital and legal capital surplus to be increased when shares are issued due to the exercise of share acquisition rights

It shall be determined by the Reorganization Agreement, etc. in accordance with 3. (4) of the above.

(7) Restrictions on transfer of share acquisition rights

The restriction on the acquisition by transfer shall require the approval of the Board of Directors of the Reorganization Target Company in the form of a resolution.

(8) Conditions for exercise of other share acquisition rights

It shall be determined by the Reorganization Agreement, etc. in accordance with 3. (6) of the above.

(9) Matters and conditions concerning the acquisition of share acquisition rights

It shall be determined by the Reorganization Agreement, etc. in accordance with 5 of the above.

(10) Other conditions shall be determined by the Reorganization Agreement, etc. in accordance

with the conditions of the Reorganization Target Company.

7.

Matters concerning certificates pertaining to share acquisition rights

The Company does not issue certificates pertaining to share acquisition rights.

8.

Persons and number of share acquisition rights allotted

Directors

2 persons, 148

Executive Officers who are not concurrently serving as Directors

7 persons, 742

If the number of applications for share acquisition rights by each target person does not reach the number of allocations to each target person set by the Board of Directors of the Company, the number of the allocation to the target person shall be decreased to the number of applications.

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Akebono Brake Industry Co. Ltd. published this content on 19 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2024 04:03:06 UTC.