Tokyu Fudosan : Introduction of a Trust-type Employee Shareholding Incentive Plan (E-Ship）

	December 23, 2022
Company:	Tokyu Fudosan Holdings Corporation
Representative: Hironori Nishikawa, President & CEO
	(Code No. 3289, TSE Prime)
Inquiries:	Jun Kodama, Operating Officer

Introduction of a Trust-type Employee Shareholding Incentive Plan (E-Ship®）

Tokyu Fudosan Holdings Corporation (the "Company") hereby announces that at a meeting held on December 23, 2022, the Board of Directors passed a resolution to introduce a Trust-type Employee Shareholding Incentive Plan (E- Ship®) (the "Plan") for the purpose of giving an incentive to the employees of the Company and the Group (the "Employees") to increase the Company's medium- to long-term corporate value.

1. Purpose of the introduction of the Plan

The Company formulated in May 2022 its Medium-Term Management Plan with fiscal 2025 as the target year. In

line with the group policy and business policy laid out in the long-term management policy, the Company is making efforts to enhance its corporate value by improving the power to earn and efficiency with a view to resuming growth in the post-COVID-19 era, building a solid and distinctive business portfolio, and realizing its ideal vision.

The Company will introduce the Plan as part of its investment in human resources that will drive the growth of the Company toward achieving the targets of the Medium-Term Management Plan and creating a future where everyone can be themselves and shine vigorously, which is a goal shared by the entire Group under the slogan "WE ARE GREEN."

In addition, the Company will strive to increase the Employees' focus on shareholders' perspective by having them take an equity stake in the Company, foster a sense of unity between the Company and the Employees and enhance their motivation to work by sharing the fruits of growth, and support the Employees in building their assets by enhancing employee benefits through expanding the Tokyu Fudosan Holdings Employee Shareholding Association (the "ESA").

2. Overview of the Plan

The Plan is an incentive plan for all Employees who participate in the ESA. For the Plan, the Company will establish the Tokyu Fudosan Holdings Employee Shareholding Incentive Plan Trust (the "E-Ship Trust") through a trust bank, and the E-Ship Trust will acquire the shares of the Company that are expected to be acquired by the ESA for the next two years and nine months. The E-ship Trust will then sell the shares of the Company to the ESA on an ongoing basis. If the E-Ship Trust has a surplus equivalent to gains on the sale of the shares at the end of the trust term, it will be distributed as residual assets to those who meet the beneficiary eligibility requirements. As the Company will become the guarantor of the loans taken for the E-Ship Trust to acquire the shares of the Company, if the E-Ship Trust has a deficit equivalent to losses on the sale of the shares due to declines in the price of the shares of the Company and thus an outstanding loan balance equivalent to the losses on the sale of the shares at the end of the trust term, the Company will pay the said loan balance.

- 1 -

3. Scheme of the Plan
Trust-type Employee						Participants (Employees)
Shareholding Incentive
Plan
		(7)Distribute residualassets	(4) Contributions
(E-Ship®)
										ESA
				(4) Shares of	(4) Payment
						the Company
										E-Ship Trust
		(3) Payment
							(Third-party Trust)
Exchange Market
									Shares of the		Loans
	(3) Shares of the
						Company
		Company

(1) Establishment	The Company
of the Trust		guarantorobligations			(2)Guarantee/
(2) Guarantee fees	(8)Fulfillmentof
(2) Loans	Loaning Bank

1. Repayment of the principal and interest

Trust Administrator	(6) Instructions for the exercise
	of voting rights, etc.

1. The Company establishes an E-Ship Trust (third-party trust) whose beneficiaries are participants in the ESA who meet the beneficiary eligibility requirements.
2. The E-Ship Trust takes out loans from the loaning bank to acquire the shares of the Company, and the Company becomes the guarantor of the said loans. In consideration of the said guarantee, the Company receives guarantee fees from the E-Ship Trust.
3. The E-Ship Trust acquires the shares of the Company that are expected to be acquired by the ESA during the trust term.
4. The E-Ship Trust sells the shares of the Company acquired in (3) throughout the trust term on an ongoing basis at market value to the ESA according to prescribed plans (regarding conditions and methods).
5. The E-Ship Trust repays the principal and interest of the loans with the proceeds from the sale of the shares of the Company to the ESA and the dividends from the shares of the Company it holds.
6. The E-Ship Trust exercises its voting rights with respect to the shares of the Company it holds as instructed by the Trust Administrator selected for the beneficiaries.
7. Any residual assets in the E-Ship Trust at the end of the trust term are distributed to those who meet the beneficiary eligibility requirements.
8. If there is an outstanding loan balance at the end of the trust term, the Company pays it as the guarantor it has become in (2).

4. Overview of the E-Ship Trust

(1)	Name:	Tokyu Fudosan Holdings Employee Shareholding Incentive Plan Trust
(2)	Trustor:	Tokyu Fudosan Holdings Corporation
(3)	Trustee:	The Nomura Trust and Banking Co., Ltd.
(4)	Beneficiaries:	Those who meet the beneficiary eligibility requirements (They will become
		beneficiaries after given procedures once the requirements are met.)
(5)	Trust contract date:	December 23, 2022
(6)	Trust term:	December 23, 2022 to August 27, 2025
(7)	Purpose of trust:	Stable and continuous supply of shares to the ESA and distribution of trust assets to
		those who meet the beneficiary eligibility requirements
(8)	Beneficiary eligibility requirements:
		All persons who are alive and are participants in the ESA on the start date of the
		beneficiary determination procedures (the date on which the trust term ends, when all
		trust assets are converted to cash, the date on which all shares of the Company held as

- 2 -

trust assets are sold to the ESA, etc.), including persons who have withdrawn from the ESA due to retirement, transfer, promotion to the position of an officer, or expiration of an employment term between December 23, 2022 and the start date of the beneficiary determination procedures.

5. Details of the shares of the Company to be acquired by the E-ship Trust

1. Type of shares to be acquired: Common shares of the Company

(2)	Total amount to be acquired:	Up to ¥6, 923million
(3)	Share acquisition period:	January 4, 2023 to March 15, 2023
(4)	Share acquisition method:	To be acquired from the exchange market

(Reference)

E-Ship® is a trademark of Nomura Securities Co., Ltd.

E-Ship® (Employee Shareholding Incentive Plan) is an incentive plan for employees modeled after an ESOP (Employee Stock Ownership Plan) that is widely used in the United States. E-Ship® was developed by Nomura Securities Co., Ltd. and The Nomura Trust and Banking Co., Ltd.

- 3 -