Announcement Regarding the Granting of Stock Options (Share Acquisition Rights)

February 10, 2022

For Immediate Release:

Announcement Regarding the Granting of Stock Options (Share Acquisition Rights)

Fullcast Holdings Co., Ltd. announced today the following with regard to the resolution passed at the meeting of the Board of Directors held on February 10, 2022 to discuss at the general meeting of shareholders for the 29th term scheduled to take place on March 25, 2022 the proposal requiring approval for the delegation to the Company's Board of Directions of approval of subscription matters and the gratis issuance of share acquisition rights as stock options pursuant to "Article 236, Article 238, and Article 239 of the Companies Act."

1. Reason for issuance of share acquisition rights under particularly favorable conditions

Share acquisition rights will be issued on particularly favorable conditions in order to bolster employees' motivation and morale toward better performance and further implement management that aims to enhance corporate value. Share acquisition rights will be issued to the employees of the Company and Company's subsidiaries according to the outline below.

2. Outline of issuance of share acquisition rights

1. Persons receiving allotment of share acquisition rights Employees of the Company and Company's subsidiaries
2. Type and number of shares available under share acquisition rights

The maximum number of shares available shall be 51,100 shares of the Company's ordinary shares. However, in cases where adjustments to the number of shares granted are made as prescribed below, the number shall be adjusted by multiplying the number of shares granted after adjustment by the total number of share acquisition rights.

The type of shares for the share acquisition rights shall be ordinary shares and the number of shares per one share acquisition right (hereinafter, number of "shares granted") shall be 100 ordinary shares. The number of

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shares granted shall be adjusted according to the following formula when the Company executes a stock split (including the gratis allotment of the Company's ordinary shares; hereinafter the same shall apply) or reverse stock splits after the allotment date of the share acquisition rights (hereinafter, "allotment date"). However, such adjustments shall be made for the number of granted shares not exercised at that time, and quantities of less than one share resulting from the adjustment shall be rounded down.

Number of shares granted after adjustment = Number of shares granted before adjustment x Ratio of stock split or reverse stock splits

The number of shares granted after adjustment shall apply on and after the day after the Record Date of stock splits when the Company executes a stock split and on and after the effective when the Company executes reverse stock splits. However, when a stock split is executed under the condition that the proposal to increase paid-in capital or reserves due to a decline in surplus is approved at the general meeting of shareholders of the Company, and when a date prior to the end of this meeting of shareholders is set as the Record Date for the stock split, the number of shares granted after adjustment shall apply retroactively to the day after the Record Date, which is on the day after the end of this meeting of shareholders.

In addition to the above, when an adjustment of the number of shares granted is required, the number of granted shares shall be adjusted within a reasonable scope.

(3) Total number of share acquisition rights

The maximum number of share acquisition rights shall be 511.

(4) Payment amount in exchange for share acquisition rights

The payment of cash is not required for share acquisition rights for which subscription matters can be determined based on delegation of the general meeting of shareholders of the Company.

(5) Amount of assets required for exercise of share acquisition rights

The amount of assets required for exercise of each share acquisition right shall be the amount realized by multiplying the number of shares granted by the payment amount of 1 yen per share that can be exchanged for shares with the exercise of the share acquisition rights.

(6) Period for exercise of share acquisition rights

The period for exercising share acquisition rights shall be from April 12, 2025 to April 11, 2075.

1. Conditions for the exercise of share acquisition rights

1. Persons who received the allotment of share acquisition rights (hereinafter, "holder of the share acquisition rights") must, in principle, hold a position as employee of the Company or the Company's subsidiary at the time of exercising these rights. Provided, however, that this shall not apply in case of mandatory retirement, retirement due to company reasons, or if the Board of Directors of the Company resolves that there are other justifiable reasons.
2. Share acquisition rights may be exercised only for the number of share acquisition rights allotted that can be determined according to the degree of achievement of the operating income target for the fiscal year ending December 31, 2024, the final year of the medium-term management plan.
3. If the holder of the share acquisition rights dies, the inheritor of his/her estate may succeed the share

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acquisition rights.

• Partial exercising of one unit of share acquisition rights shall not be permitted.

1. Matters relating to increments of capital reserve and additional paid-in capital that would increase share issuance by the exercise of share acquisition rights

1. The amount of additional paid-in capital resulting from the issuance of shares due to the exercise of share acquisition rights shall be half of the maximum of an increase in paid-in capital calculated in accordance with "Article 17(1) of Corporate Accounting Rules", and any fractions of less than one yen resulting from such calculation shall be rounded up.
2. The amount of additional capital reserve resulting from the issuance of shares due to the exercise of share acquisition rights shall be the amount resulting from the amount of the increase in paid-in capital prescribed in i. above subtracted from the maximum of an increase in paid-in capital described in i. above.

(9) Restrictions on the acquisition of share acquisition rights by assignment

The acquisition of share acquisition rights by assignment requires approval of the Company's Board of Directors.

(10) Details for acquisition of share acquisition rights

If the following agenda items i., ii., iii., iv., or v. are approved at the general meeting of shareholders of the Company (if resolution of the meeting of shareholders is not required, or when approved by resolution of the Company's Board of Directors), the Company can acquire the share acquisition rights for gratis on the date separately prescribed by the Board of Directors.

1. Agenda items on approval of merger agreements in which the Company is not the surviving company
2. Agenda items on approval of a company spin-off agreement or plan based on which the Company will become a spin-off company
3. Agenda items on approval of a stock swap agreement or a stock transfer plan based upon which the

Company will become a wholly-owned subsidiary

• Agenda items, as details of all shares issued by the Company, for approval of changes in the Articles of Incorporation with a provision established regarding the need for the Company's approval concerning the acquisition of the shares by assignment
• Agenda items, as details of the type of shares for the share acquisition rights, for approval of changes in the Articles of Incorporation with a provision established regarding the need for the Company's approval concerning the acquisition of the shares of the said type by assignment and the acquisition of all the said type of shares by resolution of the general meeting of shareholders of the Company with regard to the shares

(11) Handling of share acquisition rights upon organization restructurings

When undertaking a merger (limited to instances where the company is the non- surviving company in the merger), absorption-type demergers and incorporation-type demergers (limited to instances where the Company will become a spin-off company of each of them), or stock swaps or stock transfers (limited to instances where the Company will become a wholly-owned subsidiary of each of them) (hereinafter, "organizational restructuring act" shall be used to collectively refer to these terms), the Company shall issue share acquisition

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rights of corporations cited in (a) to (e) of Item 8, Paragraph I, Article 236 of the Companies Act to share acquisition rights holders who own the remaining share acquisition rights (hereinafter, "residual share acquisition rights") recently prior to the effective date of the organizational restructuring act (the date the absorption-type merger takes effect for absorption-type mergers, the date the new incorporated company is established in the case of incorporation-type mergers, the date the absorption-type demerger takes effect for absorption-type demergers, the date the new incorporated company is established in the case of incorporation-type demergers, the date the share exchange takes effect for share exchanges, and the date of the establishment of the complete parent company after share transfer for share transfers; hereinafter the same shall apply). In such cases, the residual share acquisition rights will be cancelled and the Company Subject to Restructuring shall newly issue share acquisition rights. The issuance of share acquisition rights of the Restructuring Company must be prescribed following each of the following items in the absorption-type merger agreement, incorporation-type merger agreement, absorption-type demerger agreement, incorporation-type demerger agreement, share exchange agreement or share transfer plan.

1. Number of share acquisition rights issued by restructuring company

The number of share acquisition rights held by share acquisition rights holders and the same number will each be issued, respectively.

1. Type of shares of restructuring company required for share acquisition rights The ordinary stock of the Restructuring Company.
2. Number of shares of restructuring company required for share acquisition rights

Determined following (2) above based on the conditions of the organizational restructuring actions.

1. Amount of assets required for exercise of share acquisition rights

The amount of assets required for exercise of each share acquisition right to be issued shall be the amount realized by multiplying the exercise price after restructuring prescribed below by the number of shares of the Restructuring Company with the purpose of the said share acquisition rights approved in accordance with iii. above. The exercise price after restructuring shall be 1 yen per share of the Restructuring Company that can be received by exercise of each share acquisition right to be issued.

1. Period for exercise of share acquisition rights

The period for exercise of the share acquisition rights shall be from the start date of the period for which the share acquisition rights prescribed in (6) above can be exercised or the effective date of the organizational restructuring action, whichever is later, to the final date of the period for which the share acquisition rights prescribed in (6) above can be exercised.

1. Matters relating to increments of capital reserve and additional paid-in capital that would increase stock issuance by the exercise of share acquisition rights
   Determined following (8) above.
2. Restrictions on the acquisition of share acquisition rights by assignment

The acquisition of share acquisition rights by assignment requires approval of the Board of Directors of the Restructuring Company.

1. Reason and conditions for acquisition of share acquisition rights Determined following (10) above.

1. Handling of fractional number of shares for issuance from the issuance of share acquisition rights Fractional quantities of less than one share resulting from the exercise of share acquisition rights shall be

rounded down.

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(Note) The above matters are conditional pursuant to approval of Agenda Item "Issuance of Share Acquisition Rights as Stock Options" at the general meeting of shareholders for the 29th term scheduled to take place on March 25, 2022.

(Reference)

After the completion of this Ordinary General Meeting of Shareholders, the Company plans to grant the same share acquisition rights as those share acquisition rights above in the amount of 26,400 shares to the Company's Directors and 32,300 shares to Directors and Corporate Auditors of the Company's subsidiaries. This means that in the future a total of 109,800 new shares may be issued. In such a scenario, the dilution rate versus the total number of shares issued would be 0.29%.

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