February 27, 2024
(Translated from the Japanese original)
Company Name: TIS Inc.
Yasushi Okamoto, President andRepresentative:
Representative Director
Stock Listing:Prime Market of the Tokyo Stock Exchange
Stock Code:
3626
Makoto Nakagawa, Section Manager ofContact:
Investor Relations & Shareholder Relations
OfficePhone:+81-50-1702-4115 (in Japan, 050-1702-4115)
Notice regarding Renewal ofE-Ship® Trust-Type Employee Stock Ownership Incentive Plan
The Board of Directors at TIS Inc. (hereafter, “the Company” and “TIS”) resolved on this date that theCompany 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 as part of human capitalmanagement efforts to promote constant development of Group activities by motivating employees
to approach their work with greater enthusiasm through incentives to raise the medium- to longterm corporate value of the Group, an enhanced employee welfare program, and capital
participation as shareholders of the Company.
Note that the Company introduced an E-Ship® Trust-Type Employee Stock Ownership
Incentive Plan in March 2021. This plan will end in March 2024 at which time it will be renewed.
2. Incentive Plan Overview
The Incentive Plan is available to all employees who belong to the Employees’ Shareholding
Association of TIS INTEC Group (hereafter, “the Employees’ Shareholding Association”). Under
the Employees’ Shareholding Association, TIS set up a trust—the TIS INTEC Group Employees’
Shareholding Association Exclusive Trust Account (hereafter, “the Employees’ Shareholding
Association Trust”)—through a trust bank. The Employees’ Shareholding Association Trust will
estimate the number of shares that the Employees’ Shareholding Association is likely to acquire
over the next three years and purchase this amount in advance using bank loans. Then theEmployees’ Shareholding Association Trust will continuously sell Company shares to theEmployees’ Shareholding Association and, if an amount equivalent to net gains on Company shares
has accumulated in the Employees’ Shareholding Association Trust when the trust period comes toan end, such money will be distributed as residual assets to members of the Employees’
Shareholding Association who meet beneficiary eligibility criteria. Note that TIS will guaranteeloans taken to purchase Company shares and will repay any outstanding portion of loans if, due to adrop in the market price of Company shares, an amount equivalent to loss on sale of shares has
accumulated in the Employees’ Shareholding Association Trust when the trust period comes to anend.
1Paralleling implementation of the Incentive Plan, TIS decided on a one-time disposition of
1,742,900 shares of treasury stock (value equivalent of about ¥5,959 million) from the 3,189,456
shares currently held, as of September 30, 2023, to the Employees’ Shareholding Association. For
details, please refer to the press release “Notice regarding Disposition of Treasury Stock Through
Third-Party Allocation of Shares,” dated today.
As described in “Notice regarding Result of Acquisition of Treasury Stock through OffAuction Own Share Repurchase Trading System (ToSTNeT-3) and Completion of Acquisition ofTreasury Stock,” dated on February 5, 2024, the Company acquired 6,766,000 shares of its own
stock on the same date. As of February 26, 2024, treasury stock stood at 9,955,853 shares, a numberthan includes repurchase of shares less than one unit.
*Note: This holding of treasury stock does not include Company shares held by the Employees’
Shareholding Association Trust or the Board Incentive Plan Trust.
3. Incentive Plan Framework

1)

2)

3)

4)

5)

6)

7)
8)

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 ascompensation 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 to theEmployees’ Shareholding Association at market price, in line with an established plan ofconditions 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 the trust
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 the promise2

to fulfill loan guarantee obligations, as described in 2) above.
4. Outline of Employees’ Shareholding Association Trust(1) Name:
TIS INTEC Group Employees’ Stock Ownership Plan Exclusive Trust(2) Trustor:
The Company(3) Trustee:
The Nomura Trust and Banking Co., Ltd.
(4) Beneficiaries:
Employees who meet beneficiary eligibility criteria (must complete certain
procedures once eligibility as beneficiary is confirmed)(5) Date of trust
February 27, 2024
contract:(6) Trust period:
From February 27, 2024 to March 9, 2027
(7) Purpose of trust:
Stable and continuous supply of shares to the Employees’ Shareholding
Association of TIS INTEC Group and distribution of trust assets to those
employees who meet beneficiary eligibility criteria(8) Beneficiary
To be eligible, a beneficiary must be living on the date when
eligibility
procedures for confirming eligibility begin (such as, the date on which therequirements:
trust period ended, when all trust assets were converted to cash or all TIS
stock held as trust assets were sold to the Employees’ Shareholding
Association of TIS INTEC Group), and be a member of this Employees’
Shareholding Association (or a former member who had to withdraw
membership due to mandatory retirement, job transfer or promotion to an
executive position on or after the date when the trust contract was signed andup 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 foremployees modeled after employee stock ownership plans widely used in the United States. It wasjointly developed by Nomura Securities Co., Ltd., and The Nomura Trust and Banking Co., Ltd., foruse as an employee stock ownership plan.
END3