February 27, 2018
(Translated from the Japanese original)
Company Name:
Representative:
Stock Listing:Stock Code:Contact:
Phone:TIS Inc.
Toru Kuwano, President
First Section of the Tokyo Stock Exchange
3626
Masakazu Kawamura, Department Managerof Corporate Management Dept.
+81-3-5337-4569 (in Japan, 03-5337-4569)

Notice Regarding Implementation ofTrust-Type Employee Stock Ownership Incentive Plan
The Board of Directors at TIS Inc. (hereafter, “the Company” and “TIS”) resolved on thisdate that the Company would implement an E-Ship® Trust-Type Employee Stock Ownership
Incentive Plan (hereafter, “the Incentive Plan”). Details are provided below.
Details
1. Purpose of Incentive Plan
Aimed at employees of the Company as well as the TIS INTEC Group to promote constantdevelopment of Group activities by motivating employees to approach their work with greater
enthusiasm through incentives to raise the medium- to long-term corporate value of the Group,
an enhanced employee welfare program, and capital participation as shareholders of theCompany.
2. Incentive Plan Overview
The Incentive Plan is available to all employees who belong to the Employees’ Shareholding
Association of the TIS INTEC Group (hereafter, “the Employees’ Shareholding Association”).
Under the Employees’ Shareholding Association, TIS will set up a trust—the TIS INTECGroup Employees’ Shareholding Association Trust (hereafter, “the Employees’ ShareholdingAssociation Trust”)—through a trust bank. The Employees’ Shareholding Association Trust
will estimate the number of shares that the Employees’ Shareholding Association is likely toacquire over the next three years and purchase this amount in advance using bank loans. Thenthe Employees’ Shareholding Association Trust will continuously sell Company shares to theEmployees’ Shareholding Association and, if an amount equivalent to net gains on Companyshares has accumulated in the Employees’ Shareholding Association Trust when the trust
period comes to an end, such money will be distributed as residual assets to members of theEmployees’ Shareholding Association who meet beneficiary eligibility criteria. Note that TIS
will guarantee loans taken to purchase Company shares and will repay any outstanding
portion of loans if, due to a drop in the market price of Company shares, an amount equivalent
to loss on sale of shares has accumulated in the Employees’ Shareholding Association Trustwhen the trust period comes to an end.
Paralleling implementation of the Incentive Plan, TIS decided on a one-time dispositionof 516,400 shares of treasury stock (value equivalent of about ¥2,045 million) from the2,611,585 shares currently held, as of September 30, 2017, to the Employees’ Shareholding
Association. For details, please refer to the press release “Notice Regarding Disposition ofTreasury Stock Through Third-Party Allotment of Shares,” dated today.
13. Incentive Plan Framework
Participating employees

Employees’ Shareholding
Association of TIS INTECGroup④ Payments④ TIS stock

(3)

(4)

(5)

(6)

(7)

(8)

③Disposition of treasury stock② Guarantee
commissions② LoansLenders (banks)⑧
Fulfillment(2)③ Payments②Guarantee /(1)TIS

④ Contributions

Employees’ Shareholding
Association Trust(Third-party trust)Loans
TIS stock
Trust administrator① Establish
trustof guarantee obligations⑦

Distribution ofresidual assets

Trust-Type Employee
Stock Ownership
Incentive Plan (E-Ship®)⑤ Repayment ofprincipal and interest⑥ Instructions forexercise of voting rights

TIS will set up the Employees’ Shareholding Association Trust as a third-party trust for
which members of the Employees’ Shareholding Association who have fulfilled
beneficiary eligibility criteria are the beneficiaries.
The Employees’ Shareholding Association Trust will turn to banks to obtain the funds
necessary for purchasing Company shares. TIS will guarantee the borrowed amount.
TIS will receive guarantee commissions from the Employees’ Shareholding Association
Trust as compensation for taking on the guarantee obligation.
The number of Company shares purchased by the Employees’ Shareholding
Association Trust will be equivalent to the number that the Employees’ Shareholding
Association is expected to purchase during the trust period.
Throughout the trust period, the Employees’ Shareholding Association Trust willcontinuously sell the Company shares which it acquires in accordance with (3) above tothe Employees’ Shareholding Association at market price, in line with an establishedplan of conditions and methods.
The Employees’ Shareholding Association Trust will use proceeds, from the sale ofCompany shares to the Employees’ Shareholding Association as well as dividends on
Company shares which it holds, to repay loan interest and principal.
Voting rights associated with Company shares held by the Employees’ Shareholding
Association Trust will be exercised according to instructions from the trust
administrator, which has been selected to act on behalf of beneficiaries.
Any residual assets held in the Employees’ Shareholding Association Trust when thetrust period ends will be distributed to individuals who meet beneficiary eligibility
criteria.
Any loans outstanding when the trust period ends will be repaid by TIS, based on thepromise to fulfill loan guarantee obligations, as described in (2) above.

4. Outline of Employees’ Shareholding Association Trust
1. Name:TIS INTEC Group Employees’ Shareholding Association
Exclusive Trust
2. Trustor:
The Company
3. Trustee:
The Nomura Trust and Banking Co., Ltd.
4. Beneficiaries:
Employees who meet beneficiary eligibility criteria (mustcomplete certain procedures once eligibility as beneficiary isconfirmed)
5. Date of trust contract:
February 27, 2018
6. Trust period:
From February 27, 2018 to March 10, 2021
7. Purpose of trust:
Stable and continuous supply of shares to the Employees’2

8. Beneficiary eligibility
requirements:

Shareholding Association of TIS INTEC Group anddistribution of trust assets to those employees who meetbeneficiary eligibility criteria
To be eligible, a beneficiary must be living on the date whenprocedures for confirming eligibility begin (such as, the dateon which the trust period ended, when all trust assets wereconverted to cash or all TIS stock held as trust assets were soldto the Employees’ Shareholding Association of TIS INTECGroup), and be a member of this Employees’ Shareholding
Association (or a former member who had to withdraw
membership due to mandatory retirement, job transfer orpromotion to an executive position on or after the trust contract
was signed and up to the date when procedures for confirming
beneficiary eligibility begin).

(Reference)
E-Ship® is a registered trademark of Nomura Securities Co., Ltd.
E-Ship® (an abbreviation of Employee Shareholding Incentive Plan) is an incentive plan for
employees modeled after employee stock ownership plans widely used in the United States.
It was jointly developed by Nomura Securities Co., Ltd., and The Nomura Trust andBanking Co., Ltd., for use as an employee stock ownership plan.
END3