The following is an English version of the official Japanese announcement, which has been given to the Tokyo Stock Exchange and the media in Tokyo, Japan.

July 29, 2022

For Immediate Release

SPARX Group Co., Ltd.

President and Group CEO Shuhei Abe

(Code: 8739, TSE Prime Market)

Notice on Decision-made Related to Acquiring Share for Stock

Compensation System

TOKYO-July 29, 2022-SPARX Group Co., Ltd. (the "Company") would like to inform you that the Board of Directors, at its meeting held today, decided on the matters relating to the acquision of our shares to be carried out by the trustee of the Trust. It was voted to implement stock compensation system (the "System") for the Company's non-Audit and Supervisory Committee directors (excluding outside directors; hereinafter, "Director" refers to non-Audit and Supervisory Committee directors who are not outside directors) back in May 6th, 2022. The Company also decided to submit a proposal regarding this System's implementation at its 33rd Ordinary General Meeting of Shareholders of the Company, held on June 10, 2022 (the "General Shareholders' Meeting") and this proposal was approved on that day. The details are outlined below.

1.Outline of the Trust

1.

Name

Stock grant trust for directors

2.

Trustor

SPARX Group Co., Ltd.

3.

Trustee

Sumitomo Mitsui Trust Bank, Limited

(Secondary trusteeCustody Bank of Japan, Ltd.)

4.

Beneficiaries

Company directors who satisfy the beneficiary requirements

5.

Trust administrator

Plan to elect a third party independent from the Company and its

directors

6.

Exercising voting rights

The Trust shall not exercise the voting rights for the shares in the Trust

during the trust period

7.

Type of trust

Non-monetary trust for cash and other assets (a third-party-benefit trust)

8.

Trust agreement date

August 17, 2022

9.

Trust starting date

August 17, 2022

10. Trust ending date

August-end, 2029 (provisional)

2.Matters related to share acquision by the trustee of the Trust

1.

Type of shares to be acquired

Common stock

2. Amount that the Company trust to fund the

845,600,000 yen

acquisition of shares

3.

Total number of shares to be acquired

2,800,000 shares

4.

Method of acquiring Company's shares

Disposal of Company's treasury stock

5.

Date of stock acquisition

August 17, 2022

The following is an English version of the official Japanese announcement, which has been given to the Tokyo Stock Exchange and the media in Tokyo, Japan.

  • For inquiries related to this release, contact:
    SPARX Group Co., Ltd., Finance & Management Control Dept. Tel: 81-3-6711-9100 / Fax: 81-3-6711-9101

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Sparx Group Co. Ltd. published this content on 29 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 08:44:05 UTC.