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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 Shares

The company resolved to dispose of 7,700 treasury shares as restricted stock for 5 executive officers who do not concurrently serve as directors and 9 employees, for a total of 14 people. The disposal price is ¥1,227 per share, and the transfer restriction period is 3 years from 20 November 2026.

Worth reading
36Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
7700
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares to grant restricted stock

Who receives how much7,700Shares

7,700 treasury shares

5 executive officers who do not concurrently serve as directors2,900 shares
9 employees4,800 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.

¥1,227 per share
Total issue value

¥9,447,900

Amount of funds to be raised
As payment will be made through an in-kind contribution of these monetary claims, no cash will be raised, including the estimated net proceeds.
Total Stock-Based Compensation
Total monetary claims of ¥9,447,900
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
20 November 2026 to 19 November 2029 (3 years)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible employees and others continuously hold one of the following positions throughout the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, or employee of the company or one of its subsidiaries. In the event of retirement or resignation upon expiry of a term of office, reaching mandatory retirement age, or for another legitimate reason, 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 shares allotted under this arrangement for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar event, the company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 2,900 shares, Category Employees / Number of Employees 9 / Number of allocated shares 4,800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 20 November 2026 to 19 November 2029.
Payment date
20 November 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Standard Market of the Tokyo Stock Exchange on 28 October 2026 was ¥1,227. As this was the market price immediately preceding the date of the Board of Directors' resolution, it was determined not to be a particularly favorable price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares to grant restricted stock
Number of shares to be issued or disposed of7,700 treasury shares
Issue price and disposal price¥1,227 per share
Total issue value¥9,447,900
Amount of funds to be raisedAs payment will be made through an in-kind contribution of these monetary claims, no cash will be raised, including the estimated net proceeds.
Payment date20 November 2026
Intended allotteeName 5 executive officers who do not concurrently serve as directors / Number of Shares 2,900 shares, Name 9 employees / Number of Shares 4,800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 20 November 2026 to 19 November 2029.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Standard Market of the Tokyo Stock Exchange on 28 October 2026 was ¥1,227. As this was the market price immediately preceding the date of the Board of Directors' resolution, it was determined not to be a particularly favorable price.
Transfer restriction period20 November 2026 to 19 November 2029 (3 years)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible employees and others continuously hold one of the following positions throughout the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, or employee of the company or one of its subsidiaries. In the event of retirement or resignation upon expiry of a term of office, reaching mandatory retirement age, or for another legitimate reason, 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 shares allotted under this arrangement for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar event, the company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 2,900 shares, Category Employees / Number of Employees 9 / Number of allocated shares 4,800 shares
Total Stock-Based CompensationTotal monetary claims of ¥9,447,900
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.

The purpose is to provide incentives for the sustained enhancement of corporate value, share value with shareholders, and further motivate the eligible employees and others.

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