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Share Issuance and Disposal2327NS Solutions CorporationInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 11,936 treasury shares as restricted stock to 3 directors and 20 executive officers, with monetary remuneration claims contributed in kind. The shares may not be transferred until the applicable service and other conditions are met.

Worth reading
48Recurring
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Direction
Neutral
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Scale
11936
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,936Shares

11,936 common shares (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 3,923 shares
The Company's executive officers20 / 8,013 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.

¥3,173 per share
Total issue value

¥37,872,928

Amount of funds to be raised
Total payment amount: ¥37,872,928; estimated net proceeds: Not disclosed (in-kind contribution of monetary remuneration claims under the plan)
Total Stock-Based Compensation
¥37,872,928 (total monetary remuneration claims granted to the recipients)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
From 17 July 2026, the payment date, until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the Company during the service provision period from 1 April 2026 through 31 March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. If the recipient ceases to hold either position during the period, the number of shares to be released will be calculated by multiplying the number of allocated shares by the number of months from April 2026 through the month including the date on which the recipient ceases to hold the position, divided by 12.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 3,923 shares, Category Executive officers / Number of Employees 20 / Number of allocated shares 8,013 shares
Intended allottee's holding policy
From 17 July 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,173. No discount or premium was applied.
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 of11,936 common shares (treasury shares)
Issue price and disposal price¥3,173 per share
Total issue value¥37,872,928
Amount of funds to be raisedTotal payment amount: ¥37,872,928; estimated net proceeds: Not disclosed (in-kind contribution of monetary remuneration claims under the plan)
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 3,923 shares, Category The Company's executive officers / Number of Employees 20 / Number of Shares 8,013 shares
Intended allottee's holding policyFrom 17 July 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,173. No discount or premium was applied.
Transfer restriction periodFrom 17 July 2026, the payment date, until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the Company during the service provision period from 1 April 2026 through 31 March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. If the recipient ceases to hold either position during the period, the number of shares to be released will be calculated by multiplying the number of allocated shares by the number of months from April 2026 through the month including the date on which the recipient ceases to hold the position, divided by 12.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 3,923 shares, Category Executive officers / Number of Employees 20 / Number of allocated shares 8,013 shares
Total Stock-Based Compensation¥37,872,928 (total monetary remuneration claims granted to the recipients)
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 to achieve sustained increases in corporate value and further promote value sharing with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each recipient and other factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | NS Solutions Corporation (2327) timely disclosure | Komori