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 Disposition of Treasury Stock Through Third-Party Allotment ofShares
The Board of Directors at TIS Inc. (hereafter, “the Company”) resolved on this date that theCompany would execute a disposition of treasury stock through a third-party allotment ofshares. Details are provided below.
Details
1. Summary of disposition(1)

Date of disposition

March 20, 2018

(2)

Number of shares
to be disposed

516,400 shares(3)

Disposition price¥ 3,960 per share(4)

Amount to beraised¥ 2,044,944,000(5)Subscriber(6)

OtherThe Nomura Trust and Banking Co., Ltd. (TIS INTEC Group Employees’
Shareholding Association Exclusive Trust Account)
This disposition of treasury stock is conditioned upon a statement, filed
under the Financial Instruments and Exchange Act, taking effect.

2. Purpose and reason for disposition
A decision was made at the Board of Directors meeting today that the Company would
introduce an E-Ship® Trust-Type Employee Stock Ownership Incentive Plan (hereafter, “theIncentive Plan”) for employees of the Company and the entire TIS INTEC Group. The
purpose is to promote constant development of the TIS INTEC Group by motivating
employees to approach their work with greater enthusiasm, and this will be accomplished byproviding incentives to raise the medium- to long-term corporate value of the Group,
enriching the employee welfare program, and facilitating capital participation as shareholdersof the Company. This disposition of treasury stock will be directed toward The Nomura Trustand Banking Co., Ltd. (TIS INTEC Group Employees’ Shareholding Association Exclusive
Trust Account), which was set up for implementing the Incentive Plan. For an outline of theIncentive Plan, please refer to the press release “Notice regarding Implementation of a TrustType Employee Stock Ownership Incentive Plan,” dated today.
The number of shares in the disposition will be equivalent to the number likely purchased1

by the TIS INTEC Group Employee Stock Ownership Plan through The Nomura Trust andBanking Co., Ltd. (TIS INTEC Group Employees’ Shareholding Association Exclusive TrustAccount) over the next three years, based on current actual annual purchases by theEmployees’ Shareholding Association of TIS INTEC Group. The level of dilution is deemed
acceptable. For reference, the level of dilution was about 0.59% to the total number of shares
outstanding (percentage to total number of voting rights (848,846) as of September 30, 2017:0.61%).
Outline of Trust Agreement
Trustor:
The Company
Trustee:
The Nomura Trust and Banking Co., Ltd.
Beneficiaries:
Employees who meet beneficiary eligibility criteria (mustcomplete certain procedures once eligibility as beneficiary isconfirmed)
Trust administrator:
Selected by employees of the Company
Date of trust contract:
February 27, 2018
Trust period:
From February 27, 2018 to March 10, 2021
Purpose of trust:
Stable and continuous supply of shares to the Employees’
Shareholding Association of TIS INTEC Group anddistribution of trust assets to those employees who meetbeneficiary eligibility criteria
Exercise of voting rights:
The trustee will exercise voting rights related to Company
shares, based on instructions from the trust administrator.

3. Basis for calculating amount to be paid and specific details thereof
The purpose of this disposition of treasury stock is to implement the Incentive Plan, which isa stockholding program for employees. To ensure non-arbitrary valuation, the disposition
price shall be set at ¥3,960, the closing price of Company shares on the Tokyo Stock
Exchange on February 26, 2018 (the business day immediately preceding the day on which
the Board of Directors made its decision on the Incentive Plan). It is the market price on theday prior to the meeting at which the Board of Directors made its decision and is deemed
reasonable. Note that the above value has i) a 2.01% rate of divergence relative to the averageclosing price of ¥3,882 (rounded down to nearest one yen) for Company shares on the TSEover a one-month period (from January 26, 2018 to February 26, 2018), ii) a 0.64% rate ofdivergence relative to the average closing price of ¥3,935 (rounded down to nearest one yen)
for Company shares on the TSE over the last three months (from November 27, 2017 toFebruary 26, 2018), and iii) a 8.85% rate of divergence relative to the average closing price of¥3,638 (rounded down to nearest one yen) of Company shares on the TSE over the last six
months (from August 25, 2017 to February 26, 2018).
In view of the above, the disposition price for this disposition of treasury stock would
not be considered particularly advantageous and is therefore deemed reasonable.
All members of the Audit & Supervisory Board, which includes three external members
who attended the Board of Directors’ meeting, were also of the opinion that the amount to bepaid is not particularly advantageous to the disposition target since the purpose of the thirdparty allotment is to implement the Incentive Plan and the disposition price is the closing
price on the day before the decision was made by the Board of Directors to implement theIncentive Plan.

4. Procedures based on the Corporate Code of Conduct
In this third-party allotment, i) the dilution rate is less that 25%, and 2) no changes incontrolling shareholders will follow (and even if all new share subscription rights or all rights
to acquire are exercised, no change in the status of controlling shareholders is expected).
2

Therefore, this third-party allotment is not subject to procedures requiring the opinion of an
independent third-party and does not require approval from shareholders, as described in
Article 432 of the Securities Listing Regulations established by the Tokyo Stock Exchange.
END3