Tokyu : Notice Regarding Renewal of the Stock-Based Compensation Plan for Directors, etc. of the Company and Additional Contribution of Trust Money

June 29, 2022

FOR IMMEDIATE RELEASE

Company Name: Tokyu Corporation Representative: Kazuo Takahashi, President & Representative Director (Securities code: 9005 TSE Prime Market)

Contact: Hiroaki Nishimura, General Manager

and Senior Manager, Accounting and IR Group

(Telephone: [phone])

Notice Regarding Renewal of the Stock-Based Compensation Plan for Directors, etc. of the

Company and Additional Contribution of Trust Money

Tokyu Corporation (hereinafter "the Company") announces that a meeting of its Board of Directors held on June 29, 2022 decided to renew the stock-based compensation plan (hereinafter "the Plan") for Directors and Executive Officers of the Company (other than outside directors, part-time directors (however this excludes assistants to directors) and overseas residents; hereinafter "the Directors, etc.") introduced in FY2017 and to additionally contribute trust money, as described below.

1. Renewal of the Plan

1. The Company will renew the Plan for the Directors, etc. to further increase their awareness of contributing to improving business results in the medium to long term and maximizing shareholder value.
2. The Plan employs a scheme called the Board Incentive Plan Trust (hereinafter "the BIP Trust"). The BIP Trust is a plan similar to the Performance Share and Restricted Stock in Europe and America under which the shares of the Company and the amount of money equivalent to the proceeds from the disposal of the shares of the Company (hereinafter "the Shares of the Company") will be issued and paid (hereinafter "the Issue") to the Directors, etc. according to their performance and position, etc.
3. Upon renewal of the Plan, the Company will extend the trust period of the trust that it has already created (hereinafter the "Trust").

2. Specifics of the Plan

(1) Summary of the Plan

The Plan is to Issue the Shares of the Company as executive compensation for five consecutive fiscal years.

(2) Period of Trust after Extension

The trust period of the Trust after extension shall be five (5) years from September 1, 2022 (scheduled)

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to the end of August 2027 (scheduled).

When the trust period after extension expires, the Company may extend the Trust by amending the trust agreement and making additional contributions of trust money. In this case, the five (5) consecutive years thereafter shall be the new Plan Period, and the Company will make additional contributions within the range of the total maximum amount of trust money to be contributed to the Trust, as approved by resolution at the Shareholders' Meeting, and continue granting points to Directors, etc., during the extended trust period. However, in the case of such an additional contribution, the sum of the amount equivalent to the shares of the Company (other than the shares of the Company corresponding to the points granted to the Directors, etc. that are yet to be Issued) and the funds remaining in the trust property as of the end of the trust period before extension (hereinafter "the Remaining Shares, etc."), if any remain, and the amount of the trust money additionally contributed shall be within the maximum limit of the trust money approved by resolution of the Shareholders' Meeting. This extension of the trust period is not limited to one occasion, and the trust period may be extended again in the same manner.

If Directors, etc. who may satisfy the beneficiary requirements are in office at the expiry of the trust period, Directors, etc. will not be granted points thereafter but the trust period of the Trust may be extended for a specified fixed period until such Directors, etc. have retired from office and Issue of the Shares of the Company is complete.

(3) The Shares of the Company to be Issued to the Directors, etc.

The Company will grant points to Directors, etc. according to their position, etc. in a certain period each year. The granted points will be accumulated each year and the number of shares of the Company to be Issued will be determined after Directors, etc. retire from office based on the number of points granted and accumulated.

In addition, one (1) point shall represent one (1) common share of the Company; and upon a stock split and stock consolidation of the shares of the Company within the Trust, among other cases, during the trust period, the number of shares of the Company to be Issued shall be adjusted in accordance with the ratio of the split or consolidation of the shares of the Company.

(4) Method of and Timing for Issue of the Shares of the Company to the Directors, etc.

The Directors, etc. who meet the given requirements for beneficiaries shall be Issued with the shares of the Company corresponding to the accumulated points at the time of their retirement from office as the Directors, etc. of the Company (however, to secure the funds for the payment of tax, the shares of the Company corresponding to a certain percentage of up to 30% among such points shall be converted into cash within the Trust).

In addition, in the case of the death of any of the Directors, etc. during the trust period, the shares of the Company corresponding to the number of their accumulated points at that time shall all be converted into cash within the Trust, and the said cash shall be paid to the heirs of the said Directors, etc. If it is decided that any of the Directors, etc. become an overseas resident during the trust period, the shares of the Company corresponding to the number of their accumulated points at that time shall all be converted into cash within

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the Trust, and the said cash shall be promptly paid to the said Directors, etc.

1. Amount of Trust Money Contributed to the Trust and Maximum Number of Points Granted per Year The amount of trust money that the Company contributes to the Trust and the maximum number of points

that the trust grants to Directors, etc. for a year shall be as follows:

• Amount of trust money contributed to the Trust (scheduled) 200 million yen (estimate) (*1)
  (*1) The amount above is the sum of the funds for the acquisition of shares by the Trust and the trust fees and expenses. The maximum amount of funds for the acquisition of shares for Directors approved at the 148th annual general meeting of shareholders (hereinafter the "2017 Shareholders' meeting") held on June 29, 2017 is 500 million yen. However, persons eligible under the Plan also include executive officers, etc.

1. Maximum number of points granted to Directors, etc. for a year under the Trust 75,000 points (*2)

(*2) The number of points is set with reference to the stock price at introduction of the plan and other factors, taking the total maximum amount of trust money into consideration. In addition, the maximum number of points to be granted to the Directors approved at the 2017 Shareholders' Meeting is 60,000 points per year (taking the reverse stock split implemented on August 1, 2017 into consideration).

(6) Method of Acquisition of the Shares of the Company by the Trust

The Company intends for the Trust to acquire the Shares of the Company from the stock market, within the range of the funds for the acquisition of shares and the total maximum number of the Company's shares to be delivered from the Trust described in the above item (5).

(7) Exercise of the Voting Rights attached to the Shares of the Company within the Trust

To ensure management independence, the voting rights for the shares attached to the Shares of the Company within the Trust shall not be exercised during the trust period.

(8) Treatment of Dividends for the Shares of the Company within the Trust

Dividends for the shares of the Company within the Trust shall be paid to the Trust and appropriated to the trust fees and expenses of the Trust.

(9) Treatment of Residual Shares and Residual Dividends at the Expiration of the Trust Period

If residual shares occur upon expiration of the trust period owing to factors such as a decrease in the number of Directors, etc. during the Plan Period, etc., the Company may, by amending the trust agreement

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or making additional contribution to the Trust, continue to use the Trust as part of the Plan as it is, or as a similar share-based remuneration plan. When the Trust is terminated upon the expiry of the trust period, the said remaining stocks will be transferred from the Trust to the Company without consideration according to the trust agreement, and the Company will cancel the said stocks by resolution of the board of directors as the measure for return to the shareholders.

In addition, any residual dividends pertaining to the Company's shares in the Trust when the trust period expires will be utilized as acquisition funds for shares if the Trust continues to be used, but if the Trust is terminated upon expiry of the trust period, the portion in excess of the trust expense reserve will be donated to organizations that have no interest in the Company and persons eligible under the Plan.

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(Reference)

[Terms and Conditions of the Trust Agreement]

(i) Type of trust:	Money trust other than the individually operated designated money trust
	(third-party-benefit trust)
(ii) Purpose of trust:	Grant of incentives to the Directors, etc.
(iii) Settlor:	The Company
(iv) Trustee:	Mitsubishi UFJ Trust and Banking Corporation
	(Joint trustee: The Master Trust Bank of Japan, Ltd.)
(v) Beneficiary:	The Directors, etc. who maintain their status as the Directors, etc. during the
	trust period and meet the requirements for beneficiaries
(vi) Trust Administrator:	Third party with no interest in the Company (certified public accountant)
(vii) Date of trust agreement:	August 9, 2017（an amended agreement will be concluded in June 2022)
(viii) Period of trust after	August 9, 2017 to the end of August 2027 (after extension based on the above
extension:	amendment)
(ix) Exercise of the voting	Not to be exercised.
rights:
(x) Class of shares to be	Common shares of the Company
acquired:
(xii) Amount of trust money:	200 million yen (estimate) (*3）
	(*3) Including the funds for the acquisition of shares and the trust fees and
	expenses.
(xii) Holder of a vested right:	The Company
(xiii) Residual property:	The residual property that the Company, the holder of a vested right, may
	receive shall be within the reserve for trust expenses after deducting the funds
	for the acquisition of shares from the trust money.

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