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Share Issuance and Disposal2181PERSOL HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to grant 14,710,944 treasury shares as compensation, subject to transfer restrictions, to management-level employees and directors, Audit & Supervisory Board Members and management-level employees of its domestic subsidiaries. The shares will be disposed of on 28 September 2026 and may not be transferred through 31 May 2029.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,710,944Shares

14,710,944 shares of the Company's common stock (treasury shares)

The Company's management-level employees338 people / 1,414,192 shares
Directors, Audit & Supervisory Board Members and management-level employees of the Company's domestic subsidiaries3,178 people / 13,296,752 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥239 per share
Total issue value

¥3,515,915,616

Amount of funds to be raised
Total payment amount: ¥3,515,915,616; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥3,515,915,616
発行済株式総数

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
28 September 2026 to 31 May 2029 (3 years and 2 months)
Conditions for lifting transfer restrictions
Management-level employees must continuously hold a position as an employee of either the Company or one of the Company's domestic subsidiaries throughout the transfer restriction period. Directors and Audit & Supervisory Board Members of domestic subsidiaries must continuously hold a position as an employee of the Company or as a director, Audit & Supervisory Board Member or employee of one of the Company's domestic subsidiaries throughout the period. The transfer restrictions on all shares held at the end of the period will be lifted. However, if there is a valid reason or other applicable circumstance, the restrictions will be lifted immediately after retirement or resignation with respect to shares acquired by the Company without consideration.
Reason for acquisition without consideration
If a recipient resigns or retires from the prescribed position before the end of the transfer restriction period, the Company will acquire the relevant allotted shares without consideration at that time, except where there is a valid reason or other applicable circumstance. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period. In the event of a corporate reorganization, the Company will acquire without consideration, on the business day preceding the effective date, any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
The Company's management-level employees: 338 people, 1,414,192 shares; directors, Audit & Supervisory Board Members and management-level employees of the Company's domestic subsidiaries: 3,178 people, 13,296,752 shares
Intended allottee's holding policy
From 28 September 2026 through 31 May 2029, the shares may not be transferred, pledged, used to create a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
28 September 2026
Basis for determining the amount to be paid
¥239, obtained by rounding up to the nearest yen the closing price of ¥238.4 on the Tokyo Stock Exchange on 13 May 2026, the business day immediately preceding the date of the Board of Directors' resolution. The discount and premium rates are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of14,710,944 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥239 per share
Total issue value¥3,515,915,616
Amount of funds to be raisedTotal payment amount: ¥3,515,915,616; estimated net proceeds: Not disclosed
Payment date28 September 2026
Intended allotteeName The Company's management-level employees / Number of Employees 338 people / Number of Shares 1,414,192 shares, Name Directors, Audit & Supervisory Board Members and management-level employees of the Company's domestic subsidiaries / Number of Employees 3,178 people / Number of Shares 13,296,752 shares
Intended allottee's holding policyFrom 28 September 2026 through 31 May 2029, the shares may not be transferred, pledged, used to create a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paid¥239, obtained by rounding up to the nearest yen the closing price of ¥238.4 on the Tokyo Stock Exchange on 13 May 2026, the business day immediately preceding the date of the Board of Directors' resolution. The discount and premium rates are Not disclosed.
Transfer restriction period28 September 2026 to 31 May 2029 (3 years and 2 months)
Conditions for lifting transfer restrictionsManagement-level employees must continuously hold a position as an employee of either the Company or one of the Company's domestic subsidiaries throughout the transfer restriction period. Directors and Audit & Supervisory Board Members of domestic subsidiaries must continuously hold a position as an employee of the Company or as a director, Audit & Supervisory Board Member or employee of one of the Company's domestic subsidiaries throughout the period. The transfer restrictions on all shares held at the end of the period will be lifted. However, if there is a valid reason or other applicable circumstance, the restrictions will be lifted immediately after retirement or resignation with respect to shares acquired by the Company without consideration.
Reason for acquisition without considerationIf a recipient resigns or retires from the prescribed position before the end of the transfer restriction period, the Company will acquire the relevant allotted shares without consideration at that time, except where there is a valid reason or other applicable circumstance. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period. In the event of a corporate reorganization, the Company will acquire without consideration, on the business day preceding the effective date, any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredThe Company's management-level employees: 338 people, 1,414,192 shares; directors, Audit & Supervisory Board Members and management-level employees of the Company's domestic subsidiaries: 3,178 people, 13,296,752 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥3,515,915,616
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide an incentive for the sustainable enhancement of corporate value and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PERSOL HOLDINGS CO.,LTD. (2181) timely disclosure | Komori