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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 the Representative Director and President of a Subsidiary

The Company resolved to dispose of 559 treasury shares as restricted stock to 5 representative directors and presidents of its subsidiaries as part of their compensation. The shares may not be transferred until the recipients satisfy conditions including remaining in their positions as subsidiary presidents.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
559
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much559Shares

559 treasury shares

Representative directors and presidents of the Company’s subsidiaries5 / 559 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,788 per share
Total issue value

¥2,117,492

Amount of funds to be raised
Payment of ¥2,117,492 through an in-kind contribution of monetary compensation receivables; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥2,117,492
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 29 October 2026 until the date on which the recipient ceases to hold any position as representative director and president of a subsidiary of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously remains in the position of representative director and president of the relevant subsidiary from 1 October 2026 through 31 March 2027, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the 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 October 2026 through the month that includes the date on which the position is lost, divided by 6. If the resulting figure exceeds 1, it will be treated as 1, and fractions of less than one share will be rounded down.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or another prescribed time specified in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
5 representative directors and presidents of the Company’s subsidiaries, totaling 559 shares
Intended allottee's holding policy
From 29 October 2026 until the date on which the recipient ceases to hold any position as representative director and president of a subsidiary of the Company, the shares may not be transferred, pledged, or otherwise disposed of. During the transfer restriction period, they will be managed in a dedicated account.
Payment date
29 October 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 29 September 2026 was ¥3,788. The amount was based on the closing price on the business day preceding the date of the Board of Directors’ resolution; no discount or premium rate was 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 of559 treasury shares
Issue price and disposal price¥3,788 per share
Total issue value¥2,117,492
Amount of funds to be raisedPayment of ¥2,117,492 through an in-kind contribution of monetary compensation receivables; estimated net proceeds: Not disclosed
Payment date29 October 2026
Intended allotteeCategory Representative directors and presidents of the Company’s subsidiaries / Number of Employees 5 / Number of Shares 559 shares
Intended allottee's holding policyFrom 29 October 2026 until the date on which the recipient ceases to hold any position as representative director and president of a subsidiary of the Company, the shares may not be transferred, pledged, or otherwise disposed of. During the transfer restriction period, they will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 29 September 2026 was ¥3,788. The amount was based on the closing price on the business day preceding the date of the Board of Directors’ resolution; no discount or premium rate was disclosed.
Transfer restriction periodFrom 29 October 2026 until the date on which the recipient ceases to hold any position as representative director and president of a subsidiary of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously remains in the position of representative director and president of the relevant subsidiary from 1 October 2026 through 31 March 2027, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the 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 October 2026 through the month that includes the date on which the position is lost, divided by 6. If the resulting figure exceeds 1, it will be treated as 1, and fractions of less than one share will be rounded down.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or another prescribed time specified in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered5 representative directors and presidents of the Company’s subsidiaries, totaling 559 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥2,117,492
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal 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 strengthen the role of subsidiary presidents in the consolidated management of the Company’s Group and secure incentives for enhancing corporate value over the medium to long term.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to the Representative Director and President of a Subsidiary | NS Solutions Corporation (2327) timely disclosure | Komori