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Share Issuance and Disposal6555MS&Consulting Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Executive Officers

The Board of Directors resolved to dispose of 14,400 treasury shares held by the Company as restricted stock compensation for 6 executive officers. The shares will be delivered subject to a 30-year transfer restriction.

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Direction
Neutral
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Scale
14400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,400Shares

14,400 common shares of the Company (treasury shares)

6 executive officers14,400 shares

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

¥417 per share
Total issue value

¥6,004,800

Amount of funds to be raised
Total payment amount: ¥6,004,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥6,004,800
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 9 July 2026 to 8 July 2056 (30 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the positions of director, executive officer or employee of the Company from 9 July 2026 through the end of June 2027. If the recipient resigns or retires for a valid reason, part of the transfer restrictions will be lifted in proportion to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without consideration
If the recipient resigns or retires from all positions as director, executive officer and employee of the Company by the end of June 2027, except where the Board of Directors determines that there is a valid reason; if any shares are not eligible for the lifting of the transfer restrictions; or if any shares remain subject to transfer restrictions following a corporate reorganization or other similar event.
Categories and Number of Persons Covered
6 executive officers, 14,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
9 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 23 June 2026, which was ¥417. No discount or premium rate was specified.
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 of14,400 common shares of the Company (treasury shares)
Issue price and disposal price¥417 per share
Total issue value¥6,004,800
Amount of funds to be raisedTotal payment amount: ¥6,004,800; estimated net proceeds: Not disclosed
Payment date9 July 2026
Intended allotteeName 6 executive officers / Number of Shares 14,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 June 2026, which was ¥417. No discount or premium rate was specified.
Transfer restriction periodFrom 9 July 2026 to 8 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the positions of director, executive officer or employee of the Company from 9 July 2026 through the end of June 2027. If the recipient resigns or retires for a valid reason, part of the transfer restrictions will be lifted in proportion to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without considerationIf the recipient resigns or retires from all positions as director, executive officer and employee of the Company by the end of June 2027, except where the Board of Directors determines that there is a valid reason; if any shares are not eligible for the lifting of the transfer restrictions; or if any shares remain subject to transfer restrictions following a corporate reorganization or other similar event.
Categories and Number of Persons Covered6 executive officers, 14,400 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥6,004,800
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 increase the recipients’ motivation to contribute to the sustained enhancement of the Company’s corporate value and to further promote the sharing of value with the Company’s shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Executive Officers | MS&Consulting Co.,Ltd. (6555) timely disclosure | Komori