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Share Issuance and Disposal7033Management Solutions Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock to Directors (Including Outside Directors)

The Company resolved to issue 21,370 common shares as restricted stock compensation to 4 directors, including outside directors, and 2 senior executive officers. The total issue price is ¥27,289,490.

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21370
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much21,370Shares

21,370 common shares (new shares)

Directors of the Company (excluding outside directors)1 / 7,100 shares
Directors of the Company (excluding outside directors)1 / 7,000 shares
The Company's outside directors2 / 3,570 shares
Senior Executive Officers of the Company2 / 3,700 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.

¥1,277 per share
Total issue value

¥27,289,490

Amount of funds to be raised
Total amount paid in: ¥27,289,490; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥27,289,490, representing the amount granted on this occasion pursuant to the Board of Directors' resolution. The annual compensation limit is ¥130 million, of which the portion for outside directors is capped at ¥30 million per year.
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 27 April 2026, the payment date, until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the holder remains continuously in the relevant position from 27 April 2025, the payment date, through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending December 2027, all of the allocated shares will be released from the transfer restrictions when the restriction period expires. If the holder ceases to hold the relevant position due to death or another reason deemed legitimate by the Company's Board of Directors, the number of shares corresponding to the holder's months of service will be released from the restrictions.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions when the restriction period expires or at other times specified in the agreement.
Categories and Number of Persons Covered
2 of the Company's directors (excluding outside directors), 14,100 shares; 2 of the Company's outside directors, 3,570 shares; 2 of the Company's senior executive officers, 3,700 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 27 April 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,277. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the ordinary general meeting of shareholders held on 27 March 2026, approval was obtained for the total amount of monetary compensation receivables and the total number of common shares under the restricted stock compensation plan.
Impact on Business Performance
No impact on business performance from this issuance of new shares is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of21,370 common shares (new shares)
Issue price and disposal price¥1,277 per share
Total issue value¥27,289,490
Amount of funds to be raisedTotal amount paid in: ¥27,289,490; estimated net proceeds: Not disclosed
Payment date27 April 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 1 / Number of Shares 7,100 shares, Category Directors of the Company (excluding outside directors) / Number of Employees 1 / Number of Shares 7,000 shares, Category The Company's outside directors / Number of Employees 2 / Number of Shares 3,570 shares, Category Senior Executive Officers of the Company / Number of Employees 2 / Number of Shares 3,700 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from 27 April 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,277. No discount or premium rate is stated.
Transfer restriction periodFrom 27 April 2026, the payment date, until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the holder remains continuously in the relevant position from 27 April 2025, the payment date, through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending December 2027, all of the allocated shares will be released from the transfer restrictions when the restriction period expires. If the holder ceases to hold the relevant position due to death or another reason deemed legitimate by the Company's Board of Directors, the number of shares corresponding to the holder's months of service will be released from the restrictions.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions when the restriction period expires or at other times specified in the agreement.
Categories and Number of Persons Covered2 of the Company's directors (excluding outside directors), 14,100 shares; 2 of the Company's outside directors, 3,570 shares; 2 of the Company's senior executive officers, 3,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥27,289,490, representing the amount granted on this occasion pursuant to the Board of Directors' resolution. The annual compensation limit is ¥130 million, of which the portion for outside directors is capped at ¥30 million per year.
Procedures under the Corporate Code of ConductAt the ordinary general meeting of shareholders held on 27 March 2026, approval was obtained for the total amount of monetary compensation receivables and the total number of common shares under the restricted stock compensation plan.
Impact on Business PerformanceNo impact on business performance from this issuance of new shares is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 sustained enhancement of corporate value and promote the sharing of value between the directors and shareholders. The Company took into consideration the purpose of this plan, the Company's performance, the scope of responsibilities of each recipient and other relevant factors.

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Notice Regarding the Issuance of New Shares as Restricted Stock to Directors (Including Outside Directors) | Management Solutions Co.,Ltd. (7033) timely disclosure | Komori