Suzuken : Notice Concerning Disposal of Treasury Shares in the Form of Restricted Share-Based Compensation

June 25, 2024

Press Release SUZUKEN CO., LTD.

Shigeru Asano, President and CEO (Stock Code: 9987)

Securities Traded: Prime Markets of the Tokyo and Nagoya Stock Exchanges, and the Sapporo Securities Exchange

Contact: Yuichi Yamamoto, Executive Officer, Senior General Manager of Corporate Group Planning Headquarters

Tel.: [phone]

Notice Concerning Disposal of Treasury Shares

in the Form of Restricted Share-Based Compensation

Suzuken Co., Ltd. (hereinafter, "the Company") hereby announces that the Board of Directors resolved at a meeting held today to dispose of treasury shares in the form of restricted share-based compensation (hereinafter, "the Disposal of Treasury Shares"), as outlined below.

1. Overview of the Disposal

(1)	Date of disposal	July 25, 2024
(2)	Class and number of shares	Common shares of the Company: 27,112
	subject to disposal
(3)	Disposal value per share	¥4,709
(4)	Total disposal value	¥127,670,408
(5)	Allottees of shares	Directors* of the Company:	4 persons, 8,487 shares in total
		*Excluding outside directors and the directors who are Audit and Supervisory Committee members
		Executive officers and associate director of the Company:
			21 persons, 18,625 shares in total
(6)	Other	With respect to the Disposal of Treasury Shares, the Extraordinary Report
		set forth in the Japanese Financial Instruments and Exchange Act has been
		submitted.

2. Purpose and Reason of the Disposal

At the Company's Board of Directors meeting held on May 11, 2017, a resolution was made to introduce a share compensation plan (hereinafter, "the Plan") whereby restricted shares would be granted to the Company's directors (excluding outside directors), with the goal of aligning the directors' interests with those of our shareholders by sharing the benefits and risks associated with share price fluctuations, and encouraging the directors to contribute to the appreciation of the share price and increase in corporate value.

Furthermore, at the 75th General Meeting of Shareholders of the Company, held on June 25, 2021, approval was granted for various matters based on the Plan, such as setting ¥90 million or less per year as the total amount of monetary compensation claims relating to the restricted shares to be granted to directors (excluding directors who do not simultaneously serve as executive officers, directors who are Audit and Supervisory Committee members, and outside directors), and granting the Board of Directors the ability to determine the period of transfer restriction as a length of time between 20 and 30 years.

Today, at a meeting of the Board of Directors of the Company, a resolution was passed to pay ¥127,670,408 in monetary compensation claims to four directors (excluding outside directors and directors who are Audit and Supervisory Committee members) and 21 executive officers and associate directors (hereinafter collectively referred

to as "the Allottee(s)"), of which ¥39,965,283 will be allocated to directors and ¥87,705,125 to executive officers and associate directors, as compensation for this business year. By means of the Allottees receiving all monetary compensation claims through contribution in kind, 27,112 common shares of the Company will be allocated as specified restricted shares. The amount of the monetary compensation claims for each Allottee has been determined based on a comprehensive assessment of each Allottee's contribution to the Company and various factors such as their responsibilities during the present business year.

Furthermore, the said monetary compensation claims will be paid based on some conditions, such as each Allottee concluding a Restricted Share Allotment Agreement with the Company, which generally includes the following terms (hereinafter, "Allotment Agreement").

3. Outline of Allotment Agreement

1. Period of transfer restriction July 25, 2024 to July 24, 2054
   During the period of restriction on transfer that has been set forth above (hereinafter, "the Period of Restriction on Transfer"), the Allottee shall, with regard to the restricted shares in question, be prohibited from engaging in transfer, establishment of a pledge, establishment of a transfer security interest, inter vivos gift, bequest, or any other act of disposition toward any third party.
2. Gratis acquisition of restricted shares

The Company shall automatically and gratuitously acquire the restricted shares allotted to the Allottee (hereinafter, "the Allotted Shares") upon the Allottee's retirement, if the Allottee retires from their position as a director, executive officer, associate director, trustee, or senior advisor of the Company by the day before the date of the first General Meeting of Shareholders of the Company held after the start date of the Period of Restriction on Transfer (or, by the date before the end of the first business year of the Company in which the Period of Restriction on Transfer began, in the case of executive officers, associate directors, trustees, or senior advisors), except for reasons deemed appropriate by the Board of Directors (such as the expiration of their term of office).

Furthermore, in the event that some portion of the Allotted Shares do not have their transfer restrictions lifted for the reasons stipulated in (3) below, as of the time of conclusion of the Period of Restriction on Transfer (hereinafter, "the Time of Conclusion"), the Company shall automatically and gratuitously acquire them, immediately after the Time of Conclusion.

1. Lifting of restriction on transfer

The Company shall, on the condition that the Allottee remains in a position as a director, executive officer, associate director, trustee, or senior advisor of the Company until the date of the first General Meeting of Shareholders of the Company following the commencement of the Period of Restriction on Transfer (or, until the last day of the first business year of the Company in which the Period of Restriction on Transfer began, in the case of an executive officer, associate director, trustee, or senior advisor), at the Time of Conclusion, lift the restriction on transfer of all of the Allotted Shares held by the Allottee at that time. However, if the Allottee retires from any and all positions as a director, executive officer, associate director, trustee, or senior advisor of the Company for a reason deemed appropriate by the Company's Board of Directors (such as the expiration of their term of office) before the conclusion of the Period of Restriction on Transfer, the number of theAllotted Shares for which the transfer restriction is to be lifted and the timing of the lifting shall be reasonably adjusted as necessary.

1. Provisions on management of shares

TheAllottee shall, by a method designated by the Company, open an account with SMBC Nikko Securities Inc. for the description or recording of the Allotted Shares, and from that point until the lifting of the transfer restriction, the Allotted Shares shall be stored and maintained in the said account.

1. Handling in the event of organizational restructuring or equivalent

The Company shall, in the event that, during the Period of Restriction on Transfer, approval is granted at a General Meeting of Shareholders of the Company (or by its Board of Directors in cases where approval at a General Meeting of Shareholders is not required for the following restructuring or equivalent) for a merger agreement under which the Company becomes defunct, a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, or other organizational restructuring, lift the transfer restrictions on the Allotted Shares held by the Allottee as of the date of said approval by a resolution of the Board of Directors, effective immediately before the business day preceding the effective date of the aforementioned restructuring or equivalent, for a reasonably determined number of the Allotted Shares. In such a situation, based on the above terms, the Company shall, on the business day prior to the effective date of the restructuring or equivalent, automatically and gratuitously acquire the Allotted Shares for which the transfer restriction has not been lifted as of that date.

4. Basis for Calculation and Specific Details of the Amount to Be Paid In

In order to make the price less arbitrary, the disposal value for the Disposal of Treasury Shares has been set at ¥4,709, which was the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors'resolution (June 24, 2024). This was the market share price immediately prior to the date of the Board of Directors' resolution, and the Company determined that it was reasonable and did not correspond to a particularly favorable price.

This is an English translation of a statement written initially in Japanese and is provided for reference purposes only. The Japanese original shall prevail in the event of any discrepancy between this document and the original.