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Share Issuance and Disposal9709NCS&A CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares for the Grant of Restricted Stock

The Board of Directors resolved to dispose of 11,150 treasury shares as restricted stock compensation to 15 directors, executive officers and employees. The shares will be subject to a three-year transfer restriction, which will be lifted if certain continued-service conditions are met.

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Scale
11150
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,150Shares

11,150 common shares (treasury shares)

1 Representative Director and President5,000 shares
5 executive officers who do not concurrently serve as directors2,250 shares
9 employees3,900 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.

¥1,189 per share
Total issue value

¥13,257,350

Amount of funds to be raised
Total payment amount: ¥13,257,350; estimated net proceeds: Not disclosed (payment through an in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims: ¥13,257,350 (¥5,945,000 for eligible directors). The annual monetary compensation limit for eligible directors is ¥30 million.
発行済株式総数

No increase (disposal of treasury shares)

Not applicable (the total number of issued shares will not increase because this is a disposal of treasury shares)

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
9 July 2026 to 8 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held one of the following positions with the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, or employee. In the event of retirement or resignation due to the expiration of a term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period or when the restrictions are lifted.
Categories and Number of Persons Covered
Category Representative Director and President / Number of Employees 1 / Number of allocated shares 5,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 2,250 shares, Category Employees / Number of Employees 9 / Number of allocated shares 3,900 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
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 Standard Market on 18 June 2026, ¥1,189. No discount or premium rate was specified.
Procedures under the Corporate Code of Conduct
The introduction of the restricted stock compensation plan and monetary compensation of up to ¥30 million per year were approved at the 52nd Annual General Meeting of Shareholders held on 22 June 2018. This matter was resolved by the Board of Directors. Whether an independent third-party opinion was obtained: Not disclosed.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not 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 of11,150 common shares (treasury shares)
Issue price and disposal price¥1,189 per share
Total issue value¥13,257,350
Amount of funds to be raisedTotal payment amount: ¥13,257,350; estimated net proceeds: Not disclosed (payment through an in-kind contribution of monetary compensation claims)
Payment date9 July 2026
Intended allotteeCategory 1 Representative Director and President / Number of Shares 5,000 shares, Category 5 executive officers who do not concurrently serve as directors / Number of Shares 2,250 shares, Category 9 employees / Number of Shares 3,900 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Dilution RateNot applicable (the total number of issued shares will not increase because this is a disposal of treasury shares)
Total number of issued sharesNo increase (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 Standard Market on 18 June 2026, ¥1,189. No discount or premium rate was specified.
Transfer restriction period9 July 2026 to 8 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held one of the following positions with the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, or employee. In the event of retirement or resignation due to the expiration of a term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period or when the restrictions are lifted.
Categories and Number of Persons CoveredCategory Representative Director and President / Number of Employees 1 / Number of allocated shares 5,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 2,250 shares, Category Employees / Number of Employees 9 / Number of allocated shares 3,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥13,257,350 (¥5,945,000 for eligible directors). The annual monetary compensation limit for eligible directors is ¥30 million.
Procedures under the Corporate Code of ConductThe introduction of the restricted stock compensation plan and monetary compensation of up to ¥30 million per year were approved at the 52nd Annual General Meeting of Shareholders held on 22 June 2018. This matter was resolved by the Board of Directors. Whether an independent third-party opinion was obtained: Not disclosed.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 further motivate the eligible directors and others, taking into account the purpose of the plan, the Company's business performance, the scope of responsibilities of each eligible director and other factors. The purpose of the plan itself is to provide an incentive to sustainably enhance the Company's corporate value over the medium to long term and to share value with shareholders.

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Notice Concerning the Disposal of Treasury Shares for the Grant of Restricted Stock | NCS&A CO.,LTD. (9709) timely disclosure | Komori