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

Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment

The Company resolved to dispose of 4,292,400 treasury shares it holds to the respective trust accounts of The Master Trust Bank of Japan, Ltd. in connection with the continuation of the Directors’ Compensation BIP Trust and the Share Grant ESOP Trust. The shares will be delivered as compensation and incentives to participants in the schemes.

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Neutral
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4292400
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much4,292,400Shares

Treasury shares: 4,292,400 common shares

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account 76127)410,300 shares
The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account 76128)151,800 shares
The Master Trust Bank of Japan, Ltd. (Stock Grant ESOP Trust Account 76129)3,730,300 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.

¥260 per share
Total issue value

¥1,116,024,000

Amount of funds to be raised
Total amount to be paid in: ¥1,116,024,000; estimated net proceeds: Not disclosed
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

0.19% (as a percentage of the 22,516,331 total voting rights as of 31 March 2026)

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.

Categories and Number of Persons Covered
Directors and other officers, directors of subsidiaries of the Company’s Group, and senior employees of the Company and its Group subsidiaries (the breakdown by participant category of the number of participants and shares allotted is Not disclosed)
Intended allottee's holding policy
The shares allotted to each trust will be delivered to scheme participants in accordance with the share grant rules. The shares are not expected to enter the stock market all at once.
Payment date
27 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s shares on the Tokyo Stock Exchange on 6 August 2026 was ¥260. The discount and premium rates are both 0%.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. The Audit and Supervisory Committee (comprising 3 outside directors) has stated its opinion that the payment amount does not constitute a particularly favorable amount.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed ofTreasury shares: 4,292,400 common shares
Issue price and disposal price¥260 per share
Total issue value¥1,116,024,000
Amount of funds to be raisedTotal amount to be paid in: ¥1,116,024,000; estimated net proceeds: Not disclosed
Payment date27 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account 76127) / Number of Shares 410,300 shares, Name The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account 76128) / Number of Shares 151,800 shares, Name The Master Trust Bank of Japan, Ltd. (Stock Grant ESOP Trust Account 76129) / Number of Shares 3,730,300 shares
Intended allottee's holding policyThe shares allotted to each trust will be delivered to scheme participants in accordance with the share grant rules. The shares are not expected to enter the stock market all at once.
Dilution Rate0.19% (as a percentage of the 22,516,331 total voting rights as of 31 March 2026)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s shares on the Tokyo Stock Exchange on 6 August 2026 was ¥260. The discount and premium rates are both 0%.
Categories and Number of Persons CoveredDirectors and other officers, directors of subsidiaries of the Company’s Group, and senior employees of the Company and its Group subsidiaries (the breakdown by participant category of the number of participants and shares allotted is Not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. The Audit and Supervisory Committee (comprising 3 outside directors) has stated its opinion that the payment amount does not constitute a particularly favorable amount.
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 continue the share-based compensation scheme and share grant scheme, with certain revisions to their terms, for the three consecutive fiscal years beginning with the fiscal year ending 31 March 2027.

How to read this page

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Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment | PERSOL HOLDINGS CO.,LTD. (2181) timely disclosure | Komori