POLA Orbis : Notice Regarding Disposal of Treasury Shares through Third-Party Allotment with the Introduction of the Continuation of the Share-Based Compensation Plan

	April 28, 2021
Company Name:	POLA ORBIS HOLDINGS INC.
Representative:	Satoshi Suzuki,
Representative Director and President
TSE Code:	4927 (TSE 1st Section)
Contact:	Naotaka Hashi, General Manager,
Corporate Communications Div.
	TEL: [phone]

Notice Regarding Disposal of Treasury Shares through Third-Party Allotment with the

Introduction of the Continuation of the Share-Based Compensation Plan

POLA ORBIS HOLDINGS INC. (the "Company") announced today that it has resolved to dispose of treasury shares through a third-party allotment (the "Disposal of Treasury Shares") with the introduction of the continuation of the share-based compensation plan (the "Plan") called the officer compensation Board Incentive Plan (BIP) Trust (the "BIP Trust") for directors and corporate officers of the Company (excluding non-resident persons, for Japanese tax purposes; collectively, the "Directors, Etc. of the Company"), as well as directors of its subsidiaries (excluding outside directors and non-resident persons for Japanese tax purposes, the "Directors of Subsidiaries"; together with the Directors, Etc. of the Company, collectively the "Applicable Directors, Etc.") at the Board of Directors held on April, 28, 2021.

			Note
1. Outline of disposal
	(1)	Date of disposal	May 18, 2021
	(2) Class and number of shares to be	104,000 shares of the Company's common stock*
	disposed
	(3)	Disposal price	2,603 yen per share
	(4) Total amount of disposal price	270,712,000 yen
	(5) Allottee	The Master Trust Bank of Japan, Ltd.
			(Officer compensation BIP Trust account)
	(6)	Other	The Disposal of Treasury Shares is subject to notification becoming
			effective under the Financial Instruments and Exchange Law.

*The Company decided the number of shares to be disposed based on standard amount of the share-based compensation of Applicable Directors, Etc. and the trust period of the Plan, following the disposal price and the number of residual shares in the BIP Trust.

2. Purpose and reason for disposal

At the Board of Director's meeting on April, 28, 2021, the Company has resolved to continue the Plan and

dispose of treasury shares through a third-party allotment for the purpose of enhancing motivation to increase the 1

Company's corporate value over the medium and long terms, and further promoting the common interests shared with shareholders. The Company has resolved to continue the Plan and to dispose of treasury shares based on the decisions made at the 13th Annual Shareholders' Meeting.

With the additional money entrusted to the Plan, the Company has decided to dispose of its treasury shares through a third- party allotment to the Master Trust Bank of Japan, Ltd. (Officer compensation BIP Trust account), a joint trustee of the BIP Trust agreement, a contract concluded between the Company and Mitsubishi UFJ Trust and Banking Corporation.

The number of shares to be disposed is the number of shares expected to be provided to the Applicable Directors, Etc. during the trust period based on share delivery rules, and the scale of dilution will be 0.05% of 229,136,156 shares, the total outstanding shares as of December 31, 2020 (rounded off to the second decimal place, 0.05%, a ratio to 2,213,218 total voting rights as of December 31, 2020).

The Company shares allotted for the Disposal of Treasury Shares shall be provided to the Applicable Directors, Etc. in accordance with share delivery rules, and it is not expected that the shares resulting from the Disposal of Treasury Shares will flow quickly into the stock market. Therefore, the Company believes that the impact on the stock market will be insignificant and the number of shares to be disposed and the scale of dilution will be reasonable.

For the outline of the BIP Trust, please refer to the "Notice on the Introduction of a New Share-based Compensation Plan for Directors, etc. of POLA ORBIS HOLDINGS INC. and its Subsidiaries" announced on February 28, 2019.

Outline of the trust agreement
Type of trust	Money held in a trust other than an individually operated specific money
	trust (third party benefit trust)
Objective of the trust	Offering incentives to the Applicable Directors, Etc.
Trustor	The Company
Trustee	Mitsubishi UFJ Trust and Banking Corporation
	(Joint trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiaries	The Applicable Directors, Etc. that meet the beneficiary requirements
Trust administrator	A third party specialist that is not an interested party of the Company
Date of trust agreement	May 13, 2019 (alteration of the trust agreement on May 14, 2021 for the
	extension of the period)
Trust period	From May 13, 2019 to May 31, 2024 (plan)
after extension
Voting rights	Not to be exercised

3. The basis for the calculation of disposal price and details

In view of recent stock price performance, the disposal price shall be 2,603 yen, the closing price for the

Company's shares on the Tokyo Stock Exchange ("TSE") on April 27, 2021, which is the business day immediately prior to the date of the resolution by the Board of Directors on the Disposal of Treasury Shares, in order to eliminate arbitrariness. The reason for adopting the closing price of the Company's shares on the TSE on the business day immediately prior to the date of the resolution by the Board of Directors is that the price

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was the market price immediately prior to the date of the resolution, and the Company considered that the price was very objective and reasonable as the basis for calculation.

In addition, the disposal price is equivalent to the one-month average closing share price of 2,639 yen (rounded down to the nearest yen) between March 29, 2021 and April 27, 2021 multiplied by 98.64% (discount rate 1.36%), the three-month average closing share price of 2,531 yen (rounded down to the nearest yen) between January 28, 2021 and April 27, 2021 multiplied by 102.84% (premium rate 2.84%), and the six-month average closing price of 2,314 yen (rounded down to the nearest yen) between October 28, 2020 and April 27, 2021 multiplied by 112.49% (premium rate 12.49%), on the TSE immediately prior to the date of the resolution by the Board of Directors. Therefore, the Company judges that the price is not considered to be a particularly advantageous disposal price.

With respect to the above-mentioned disposal price, three Audit & Supervisory Board Members who attended the Board of Director's Meeting (two members of which are Outside Audit & Supervisory members) expressed their opinions that the disposal price legitimate and reasonable as the basis for calculation and was not considered to be particularly advantageous.

4. Procedures in accordance with the corporate code of conduct

The dilution resulting from the Disposal of Treasury Shares is below 25% and this disposal does not involve

any changes in controlling shareholders. Consequently, the Company is not required to execute procedures to obtain an independent third-party opinion and confirm the intent of shareholders as prescribed in Article 432 of the Securities Listing Regulations of TSE.

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