May 8, 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 Continuation of Performance-Linked Stock Incentive Planand Partial Changes
TIS Inc. (hereafter, “TIS” and “the Company”) hereby gives notice that the Company’s Boardof Directors decided at its meeting on this date to continue the performance-linked stockincentive plan (hereafter, “the Plan”), introduced in fiscal 2019, ended March 31, 2019, for
directors, executive officers and executive fellows (excluding external directors, nonexecutive directors and non-residents of Japan) of the Company and directors and executiveofficers (excluding external directors, non-executive directors and non-residents of Japan) ofINTEC, a subsidiary of TIS (hereafter, “the Subsidiary” and, collectively with TIS,
“Companies Covered”), and also decided to put forward at the 16th Annual General Meetingof Shareholders to be held on June 25, 2024 (hereafter, “the General Meeting ofShareholders”), an agenda item concerning partial changes (hereafter, “the Agenda Item”),including changes affecting such issues as eligible participants in the Plan, the stock
calculation method and delivery timing.
Revisions to the Plan were submitted to and approved by the Board of Directors, basedon recommendations by the Compensation Committee, a voluntary advisory body to theBoard of Directors comprising a majority of independent outside directors.
For background on the Plan prior to revision, please refer to “Notice Regarding
Introduction of a Performance-Linked Stock Incentive Plan,” dated May 10, 2018, and“Notice regarding Continuation of Performance-Linked Stock Incentive Plan and PartialChanges,” dated May 12, 2021.
Details
1. Continuation of the Plan
(1)Seeking to make directors and executive officers more aware of contributions tomedium- to long-term improvement in performance and increased corporate value by
promoting a deeper sense of shared interest with shareholders, TIS will maintain thePlan as a highly transparent and objective directors’ compensation system closely linked
to business results over the medium to long term, and along with the decision tocontinue the Plan, partially revised the content therein.
(2)Partial changes to the Plan are conditioned upon shareholder approval of directors’compensation relating to the Plan at the General Meeting of Shareholders.
1(3)The Plan is a program connected to the Company’s medium- to long-term corporate
performance, using a Board Incentive Plan Trust (hereafter, “the BIP Trust”). A BIP
Trust, like performance share plans and restricted stock plans in the United States andEurope, is a program for delivery and payment (hereafter, collectively “Delivery”) ofTIS shares and an amount equivalent to conversion of TIS shares into cash (hereafter,collectively, “TIS Shares”) to participants, according to position and performance
results.
2. Details on the Plan following changes(1) Key items changed
The BIP Trust (hereafter, “the Trust”), which TIS had already established, matures on
September 30, 2024. The Company will amend the trust agreement and implement anadditional trust, thereby extending the trust period to three years and maintaining the Plan.
At this juncture, the decision to implement partial changes to the Plan will necessitate thefollowing key revisions to content, as underlined below.
(i)Eligibility under the Plan
Before change
After change
For directors, executive officers andFor directors, and executive officers
executive fellows (excluding external(excluding non-executive directors anddirectors, non-executive directors and non- non-residents of Japan; hereafter,residents of Japan; and the Subsidiary’s
collectively “Directors”) and the
directors and executive officers (excluding Subsidiary’s directors and executive
external directors, non-executive directors officers (excluding non-executive
and non- residents of Japan.
directors and non- residents of Japan;
hereafter, “Subsidiary Directors”;
collectively, “Directors Covered” alongwith Directors of TIS).
(ii)Period Covered
Before change
Three fiscal terms from fiscal 2022,
ending March 31, 2022 to fiscal 2024,
ending March 31, 2024

After change
Three fiscal terms from fiscal 2025,
ending March 31, 2025 to fiscal 2027,
ending March 31, 2027(iii)Number of TIS Shares for Delivery to Directors
Before change
After change
During the trust period, points calculated During the trust period, Base Pointsby the formula below will be granted tocalculated by the formula below will beDirectors Covered (including those whogranted to Directors Covered (including
have newly become Directors after thethose who have newly become Directors
start of the Plan) at the designated timeafter the start of the Plan) at a specified
after the end of each fiscal year (the first is time after the target period has passed (inthe fiscal year ending March 31, 2019)principle, three years after granting Basebased on such factors as position and level Points) and the Base Number of Shares forof achievement in reaching performance
Calculation will be determined based on
goals during the relevant fiscal year, andsuch factors as position during the relevant
the Base Number of Shares forfiscal year, and the Base Number ofCalculation will be determined based on
Shares for Calculation will be determined
the Accumulated Points at the designated based on Stock Delivery Points calculated
time after the final fiscal year under theusing the following formula according to2

Plan has elapsed.

growth rate of the Company’s stock price.

Points=Amount of stock compensation byposition x Performance factor (*1) /Average acquisition unit price of TIS
shares by the Trust after continuation(*1)The performance factor will move
within a range from 0% to 150%,
depending on amount of consolidated
operating income, EPS, EBITDA fromservice-type business, employee
satisfaction, customer and service
satisfaction and business partner
satisfaction for each fiscal year.

<Base Points>
Base Points = Amount of stockcompensation by position / Averageacquisition unit price of TIS shares by theTrust after continuation<Stock Delivery Points>(Fixed portion)
Stock Delivery Points (fixed portion) =Base Points x 50% x Number of months inoffice during target fiscal year / 12(Performance-linked portion)
Stock Delivery Points (performancelinked portion) = Base Points x 50% x
Number of months in office during target
fiscal year / 12 x Performance factor (*1)(*1) Performance factor will move with arange from 0% to 200%, according to
the growth rate of TSR against TOPIX.

(vi) Methods and Time of Delivery of TIS Shares to Directors Covered
Before change
After change
Directors who satisfy the beneficiary
Directors who satisfy the beneficiary
requirements, at the designated time after requirements, at a specified time after thethe final fiscal year under the Plan has
target period has passed (in principle,elapsed, receive delivery of 50% of thethree years after granting Base Points)
Base Number of Shares for Calculation
receive delivery of 50% of the Basecorresponding to Accumulated Points (any Number of Shares for Calculation
fraction less than one share will becorresponding to Stock Delivery Points
rounded down) and the payment of money (any fraction less than one share will beequivalent to the converted value of TIS
rounded down) and the payment of money
shares corresponding to the remaining
equivalent to the converted value of TIS
Base Number of Shares for Calculation
shares corresponding to the remaining
after conversion in the Trust.
Base Number of Shares for Calculation
after conversion in the Trust.

3

Reference: Period covered by performance evaluation before and after revision of the Plan,and stock delivery framework(v)Upper limit for trust money to be contributed to the Trust and upper limit for thenumber of TIS Shares for Delivery to Directors Covered per fiscal year
Before change
After change
The upper limit amount for trust money to The upper limit amount for trust money tobe contributed by the Company to thebe contributed by the Company to theTrust during the trust period and the upper Trust during the trust period and the upper
limit for the total number of TIS Shares
limit for the total number of TIS Sharesfor Delivery to Directors Covered will be for Delivery to Directors Covered will be
as follows subject to shareholder approval as follows subject to shareholder approvalat the General Meeting of Shareholders.
at the General Meeting of Shareholders.
a. Upper limit for the total amount ofa. Upper limit for the total amount oftrust money to be contributed to thetrust money to be contributed to theTrust by the Company: ¥700 million,
Trust by the Company: ¥1,810
including ¥520 million of themillion, including ¥1,630 million ofCompany portion
the Company portionb. Upper limit for the number of TIS
b. Upper limit for the number of TIS
Shares for Delivery to Directors
Shares for Delivery to Directors
Covered per fiscal year: 132,100
Covered per fiscal year: 230,000
shares, including 99,000 shares of theshares, including 200,000 shares ofCompany portion
the Company portion(*2) The number of shares to be acquired (*2) The number of shares to be acquiredby the Trust during the trust periodby the Trust during the trust period(hereafter, “the Number of Shares to(hereafter, “the Number of Shares toBe Acquired”) is capped at 396,300
Be Acquired”) is capped at 690,000
shares, which is the number ofshares, which is the number of4

shares equivalent to the upper limitof TIS Shares for Delivery toDirectors Covered per fiscal year
multiplied by three, the number ofyears of the trust period.

shares equivalent to the upper limit
of TIS Shares for Delivery toDirectors Covered per fiscal year
multiplied by three, the number ofyears of the trust period.

(2) Other details(i)Malus and clawback provision and other rules
In the event a Covered Director engages in illegal activity (in cases where the Boardof Directors finds a Covered Director has committed a serious violation of assigned
duties or a serious violation of internal regulations, or if serious accounting fraud or ahuge loss has occurred), the Covered Director will no longer be eligible to receive
delivery of shares. In addition, should illegal activity come to light after delivery ofshares, the Company will require compensation equivalent to a monetary amountbased on the calculation method described in share delivery regulations.
(ii)Other details on the Plan will be established by the Board of Directors if changes are
made to the trust contract or additional funds are contributed to the Trust.
(Reference)
Details of the Trust Agreement(1) Trust type(2) Trust purpose(3) Trustor(4) Trustee(5) Beneficiaries(6) Trust administrator(7) Trust agreement date(8) Trust period(9) Plan start date(10) Exercise of voting rights(11) Class of acquired shares(12) Amount of trust money(13) Share acquisition time(14) Method of share acquisition(15) Holder of vested rights(16) Residual property

Individually operated designated trust of money otherthan money trust (third-party benefit trust)
Provision of incentive to Directors
The Company
Mitsubishi UFJ Trust and Banking Corporation(Co-trustee: The Master Trust Bank of Japan, Ltd.)
Directors who satisfy the beneficiary requirements
Third party with no interests in the Company (certifiedpublic accountant)August 1, 2018
August 1, 2018 to September 30, 2027 (planned)
August 1, 2018
Not to be exercised.
Common shares of the Company¥1,810 million (planned) (including trust fees andexpenses)
August 7, 2024 (planned) to August 21, 2024 (planned)
Acquisition in the market
The Company
Residual property that can be received by the Company,
the holder of vested rights, shall be within the limit oftrust expense reserve calculated by deducting the funds
for acquiring shares from the trust money.

Note: The schedule above may be changed to a more appropriate time in light of applicablelaws and regulations.
END5