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    4485   JP3386700003

JTOWER INC.

(4485)
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JTOWER : Notice of Introduction of the Employee Stock Ownership Plan (J-ESOP)

05/20/2021 | 02:02am EDT

May 20, 2021

Company name: JTOWER Inc.

Representative: Representative Director Atsushi Tanaka

TSE Mothers Code No. 4485

Contract:Ryosuke Nakamura Managing Director, CFO

Notice of Introduction of the Employee Stock Ownership Plan (J-ESOP)

At the meeting of the Board of Directors held today, JTOWER has resolved to introduce an incentive plan, the Employee Stock Ownership Plan (J-ESOP) ("the Plan") to provide employees with their own shares. The following is a notice.

1.Background

We have decided to introduce the Plan with the aim of fostering employees' sense of belonging, enhancing their motivation to improve medium-tolong-term business performance and increase stock values, while enhancing corporate value over the medium to long term.

2.Overview of the Plan

This Plan allows employees who meet certain criteria to receive the Company stocks in accordance with the stock distribution rules pre-established by the Company.

Employees will be granted points based on their individual contributions and when they acquire the right to receive benefits under certain conditions, they will receive Company stocks that correspond to the points granted. Stocks to be distributed to employees, including stocks to be granted in the future, will be purchased with funds placed in trust in advance and managed separately as trust assets.

The introduction of the Plan is expected to raise employee interest in Company stock values and business performance and motivate them further in their business activities.

- 1 -

Structure of the Plan

[Trustor]

JTOWER Inc.

  1. Establish stock distribution rules

(4) Grant points

Employees

Trust

administrator

Acquire

(2) Entrust fund

Instruct exercise of voting rights

beneficiary

  1. Purchase stocks

[Trustee]

Mizuho Trust & Banking Co., Ltd.

(Retrusted to Custody Bank of

Japan, Ltd.)

JTOWER stock

(6) Grant stocks

[Beneficiaries]

Employees who have acquired beneficiary rights

right

  1. In order to enact the Plan, the Company establishes its stock distribution rules.
  2. In order to purchase stocks in advance for future distribution to employees in accordance with the aforementioned rule, the Company places funds in trust with Mizuho Trust & Banking (re-entrusted to Custody Bank of Japan).
  3. The Trust Bank purchases Company stocks through the exchange market or by assuming the disposition of our own shares using the money trusted in (2).
  4. The Company grants points to each employee in accordance with the stock distribution rules.
  5. The Trust Bank exercises voting rights under instructions received from the trust administrator.
  6. The employee who meets the beneficiary requirements set forth in the Share Benefit
    Regulations (hereinafter referred to as "the Beneficiaries"), the employee will receive Company stocks that correspond to his or her accumulated points.

3.Overview of the Trust

(1) Name

Employee Stock Ownership Plan (J-ESOP)

(2) Entrustor

JTOWER Inc.

(3) Trustee

Mizuho Trust & Banking Co., Ltd.

(re-entrusted to Custody Bank of Japan, Ltd.)

  1. Beneficiaries Employees those who are vested with the right to receive stocks under the stock distribution rules
  2. Trust administratorSelected from our employees
  3. Type of TrustMoney trusts other than money trusts (other profit trusts)
  4. Date of trust agreement May 28, 2021 (Provisional)
  5. Date of trust establishmentMay 28, 2021 (Provisional)
  6. Period of the trustFrom May 28, 2021 (provisional) until the completion of the trust

(No termination date will be set as the trust continues for as long as the plan itself continues)

- 2 -

4.Details of the Company's stocks to be acquired under the Trust

(1)

Type of stocks

Our common stock

(2)

Amount of funds to acquire stocks

JPY100,000,000

  1. Maximum number of stocks repurchased 16,000 Shares
  2. Method of acquiring stocks Stock market transaction
  3. Period of acquiring stocks From May 28, 2021 (provisional) to May 31, 2021 (provisional)

- 3 -

Disclaimer

JTOWER Inc. published this content on 20 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2021 06:01:05 UTC.


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Last Close Price 9 260,00 JPY
Average target price 8 706,67 JPY
Spread / Average Target -5,98%
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