OMRON : Notice Regarding Disposal of Treasury Stock as Granting of Shares Through Employee Stockholding Association

as the total number of issued shares as of September 30, 2021, and 0.05% against 2,022,334 voting rights as the total number of voting rights as of September 30, 2021 (both percentages are rounded off to two decimal places).

Structure of the Scheme

1. OMRON Corporation enters into a stock subscription agreement for disposal and subscription of treasury stock with the ESA.
2. OMRON Corporation provides a special incentive to Members.
3. Members contribute the special incentive provided to them to the ESA.
4. The ESA collects the special incentives contributed by Members and pays for the third-party allocation of shares.
5. OMRON Corporation disposes of treasury stock to the ESA.
6. The allotted OMRON Shares are distributed to and managed for Members in the ESA through the outsourcing of stock administration by the ESA to Nomura Securities, Co., Ltd.

• Members may withdraw the allotted OMRON Shares to brokerage accounts in their individual names.

3. Basis of Calculation and Specific Details of the Disposal Price

The Treasury Stock Disposal to the ESA as the scheduled allottee is for the purpose of introducing the Scheme. To eliminate any arbitrariness in the disposal price, the closing price of OMRON Corporation's common stock on the First Section of the Tokyo Stock Exchange on February 28, 2022 (the business day prior to the day of the resolution of the Board of Directors) of 7,760 yen is used as the disposition price. As this is the market price immediately prior to the day of the resolution of the Board of Directors, OMRON Corporation believes that it is rational and not particularly an advantageous price.

Note that the deviation rate (rounded off to two decimal places) of this price from the average closing price of OMRON Shares on the First Section of the Tokyo Stock Exchange is as follows.

All 4 Audit & Supervisory Board Members (including 2 Outside Audit & Supervisory Board Members) who attended the meeting of the Board of Directors held today have expressed their opinion that OMRON Corporation's process of determining that the foregoing disposal price will not be particularly advantageous to the ESA as the allottee is reasonable, and that such determination is legitimate, in light of the fact that the purpose of the Treasury Stock Disposal is to introduce the Scheme and that the disposal price is the closing price on the business day immediately preceding the date of the resolution of the Board of Directors.

4. Matters related to procedures under the Code of Corporate Conduct

2

With regard to the Treasury Stock Disposal, since (1) the dilution rate is less than 25% and (2) it does not involve the change of the controlling shareholder, there is no need to take procedures for acquiring the opinion of an independent third party and confirming the intention of shareholders as set forth in Article 432 of the listing regulations prescribed by the Tokyo Stock Exchange.

3