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Share Issuance and Disposal9401TBS HOLDINGS,INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

TBS HOLDINGS,INC. resolved to dispose of 52,979 treasury shares as restricted stock compensation to a total of 38 directors and executive officers of the Company and its subsidiaries. The disposal price is ¥5,991 per share, for a total disposal value of ¥317,397,189.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much52,979Shares

52,979 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)6 / 15,980 shares
The Company's outside directors6 / 2,400 shares
The Company's executive officers16 / 21,704 shares
Directors of the Company's subsidiaries5 / 7,690 shares
Executive officers of the Company's subsidiary5 / 5,205 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.

¥5,991 per share
Total issue value

¥317,397,189

Amount of funds to be raised
Total payment amount: ¥317,397,189; estimated net proceeds: Not disclosed
発行済株式総数

0.03%

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 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director, executive officer or an equivalent position at the Company or one of its subsidiaries during the restriction period, all restrictions will be lifted upon expiration of the restriction period. If the recipient changes from the position due to expiration of the term of office or another legitimate reason, some or all of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
The company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 15,980 shares, Category The Company's outside directors / Number of Employees 6 / Number of allocated shares 2,400 shares, Category The Company's executive officers / Number of Employees 16 / Number of allocated shares 21,704 shares, Category Directors of the Company's subsidiaries / Number of Employees 5 / Number of allocated shares 7,690 shares, Category Executive officers of the Company's subsidiary / Number of Employees 5 / Number of allocated shares 5,205 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. During the restriction period, they will be managed through dedicated accounts.
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 Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,991. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The scheme for eligible directors was approved at the Annual General Meeting of Shareholders held on 27 June 2019. Changes to the conditions for lifting the restrictions were approved at the Annual General Meeting of Shareholders held on 29 June 2023. Application of the scheme to outside directors was approved at the Annual General Meeting of Shareholders held on 27 June 2025. The disposal of treasury shares was resolved by the Board of Directors.
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 of52,979 common shares of the Company (treasury shares)
Issue price and disposal price¥5,991 per share
Total issue value¥317,397,189
Amount of funds to be raisedTotal payment amount: ¥317,397,189; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of Shares 15,980 shares, Name The Company's outside directors / Number of Employees 6 / Number of Shares 2,400 shares, Name The Company's executive officers / Number of Employees 16 / Number of Shares 21,704 shares, Name Directors of the Company's subsidiaries / Number of Employees 5 / Number of Shares 7,690 shares, Name Executive officers of the Company's subsidiary / Number of Employees 5 / Number of Shares 5,205 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. During the restriction period, they will be managed through dedicated accounts.
Dilution Rate0.03%
Total number of issued shares161,091,065 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,991. No discount or premium rate was stated.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director, executive officer or an equivalent position at the Company or one of its subsidiaries during the restriction period, all restrictions will be lifted upon expiration of the restriction period. If the recipient changes from the position due to expiration of the term of office or another legitimate reason, some or all of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationThe company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 15,980 shares, Category The Company's outside directors / Number of Employees 6 / Number of allocated shares 2,400 shares, Category The Company's executive officers / Number of Employees 16 / Number of allocated shares 21,704 shares, Category Directors of the Company's subsidiaries / Number of Employees 5 / Number of allocated shares 7,690 shares, Category Executive officers of the Company's subsidiary / Number of Employees 5 / Number of allocated shares 5,205 shares
Procedures under the Corporate Code of ConductThe scheme for eligible directors was approved at the Annual General Meeting of Shareholders held on 27 June 2019. Changes to the conditions for lifting the restrictions were approved at the Annual General Meeting of Shareholders held on 29 June 2023. Application of the scheme to outside directors was approved at the Annual General Meeting of Shareholders held on 27 June 2025. The disposal of treasury shares was resolved by the Board of Directors.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal 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 provide an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The Company also determined that the number of shares to be granted represents 0.03% of total issued shares and is reasonable in terms of scale and number.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TBS HOLDINGS,INC. (9401) timely disclosure | Komori