DIP : Notice of Implementation of Incentive Program Utilizing Restricted Shares (with Performance-Based Conditions)

June 22, 2021

For Immediate Release

dip Corporation

3-2-1 Roppongi, Minato-ku, Tokyo

Hideki Tomita, Representative Director, President and CEO (Securities Code: 2379, First Section of the Tokyo Stock Exchange)

Haruhiko Arai, Corporate Officer, CFO,

Head of Corporate Management Group Phone: [phone]

Notice of Implementation of Incentive Program Utilizing Restricted Shares

(with Performance-Based Conditions)

(Allotment to New Graduates, Mid-Career Hires and Promoted Employees)

Dip Corporation ("dip") announces that, at the Board of Directors meeting held on June 22, 2021, it resolved to implement an incentive program utilizing restricted shares (with performance-based conditions) (the "Program") for new graduates joining dip in 2021 and employees who were hired mid-career or were promoted ("Eligible Employees").

1. Purpose of implementing the Program

At the Board of Directors meeting held on May 27, 2020, dip decided to implement an incentive program utilizing restricted shares (with performance-based conditions) in order to encourage all employees to maximize the social and economic value of dip by strengthening their alignment with our shareholders and thereby contributing toward the realization of our corporate vision of becoming a 'Labor force solution company'. The allotment of shares was completed on August 27, 2020.

On this occasion, dip implements the Program to allot shares to employees who joined dip on April 2, 2020 onward and to employees who were promoted in May 2020 onward. The Program stipulates, as a condition to release the restriction on transfer of the restricted stock, the achievement of a four-year performance target. This performance target has been set as a goal toward which the entire company will aspire together.

Dip will continue to further evolve its businesses by positioning the Program as an important measure toward future growth. Going forward, it plans to continue allotting shares to new graduate employees and employees who will have been hired mid-career or promoted in each fiscal year.

2. Outline of the Program

The Eligible Employees will pay all monetary claims granted by dip under the Program as payment in kind,

and, in return, be subject to issuance or disposition of common stock of dip shares.

The amount to be paid per restricted share will be determined at a meeting of the Board of Directors based on the closing price of common stock of dip shares on the Tokyo Stock Exchange on the business day immediately preceding the date of resolution by the Board of Directors on the issuance or disposition of the restricted shares (if there is no closing price on such date, the amount will be based on the closing price on the most recent trading day) to the extent that such amount will not be an amount particularly favorable to the Eligible Employees who subscribe for such common stock.

In addition, when issuing or disposing of dip's common stock under the Program, a restricted share allotment agreement will be executed between dip and the Eligible Employees. The contents of such agreement will include, among other matters, (i) a provision preventing the Eligible Employees from transferring, creating security interest, or otherwise disposing of dip's common stock that has been allotted to the Eligible Employees

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under the restricted share allotment agreement for a certain period, and (ii) a provision that, if certain events should arise, dip will acquire such common stock for no consideration.

(Note) English documents are prepared as a courtesy to our shareholders. In the event of any inconsistency between English-language documents and the Japanese-language documents, the Japanese-language documents will prevail.

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