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Share Issuance and Disposal2201Morinaga & Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Stock-Based Compensation in Connection with the Continuation of the Performance-Linked Stock-Based Compensation Plan for Directors and Executive Officers

In connection with the continuation of the performance-linked stock compensation plan for directors and executive officers, the company resolved to dispose of 132,800 treasury shares held by the company to the Executive Compensation BIP Trust Account. The shares will be delivered in the future to eligible directors and other officers through the trust.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.02
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock compensation

Who receives how much132,800Shares

132,800 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account), 132,800 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,513.5 per share
Total issue value

¥333,792,800

発行済株式総数

0.02% of the total number of issued shares and 0.16% of the total number of voting rights

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
The number of eligible directors and other officers (directors and senior executive officers, excluding outside directors, non-residents of Japan, and senior executive officers who concurrently serve as directors) and the number of shares allocated are Not disclosed
Intended allottee's holding policy
Under the plan, the shares will be delivered to directors and other officers in accordance with the share delivery rules. The shares are not expected to be released onto the stock market all at once before delivery.
Payment date
26 August 2026
Basis for determining the amount to be paid
The closing price on the TSE on 5 August 2026 was ¥2,513.5. This represented 94.03% of the average price of ¥2,673 for the preceding one-month period (6 July 2026 to 5 August 2026), 97.27% of the average price of ¥2,584 for the preceding three-month period (6 May 2026 to 5 August 2026), and 94.24% of the average price of ¥2,667 for the preceding six-month period (6 February 2026 to 5 August 2026).
Procedures under the Corporate Code of Conduct
As the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent are not required. All 4 audit & supervisory board members, including 3 outside audit & supervisory board members, expressed the opinion that the disposal price was reasonable and not particularly favorable.
Most recent equity financing
11 May 2018: Introduction of the performance-linked stock compensation plan for directors and executive officers (specific amount Not disclosed), 25 May 2026: Partial revision of the performance-linked stock compensation plan for directors and executive officers (specific amount Not disclosed)
Impact on Business Performance
The impact on the stock market will be minor. The impact on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed of132,800 common shares (treasury shares)
Issue price and disposal price¥2,513.5 per share
Total issue value¥333,792,800
Payment date26 August 2026
Intended allotteeThe Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account), 132,800 shares
Intended allottee's holding policyUnder the plan, the shares will be delivered to directors and other officers in accordance with the share delivery rules. The shares are not expected to be released onto the stock market all at once before delivery.
Dilution Rate0.02% of the total number of issued shares and 0.16% of the total number of voting rights
Total number of issued shares86,111,638 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the TSE on 5 August 2026 was ¥2,513.5. This represented 94.03% of the average price of ¥2,673 for the preceding one-month period (6 July 2026 to 5 August 2026), 97.27% of the average price of ¥2,584 for the preceding three-month period (6 May 2026 to 5 August 2026), and 94.24% of the average price of ¥2,667 for the preceding six-month period (6 February 2026 to 5 August 2026).
Categories and Number of Persons CoveredThe number of eligible directors and other officers (directors and senior executive officers, excluding outside directors, non-residents of Japan, and senior executive officers who concurrently serve as directors) and the number of shares allocated are Not disclosed
Procedures under the Corporate Code of ConductAs the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent are not required. All 4 audit & supervisory board members, including 3 outside audit & supervisory board members, expressed the opinion that the disposal price was reasonable and not particularly favorable.
Most recent equity financing11 May 2018: Introduction of the performance-linked stock compensation plan for directors and executive officers (specific amount Not disclosed), 25 May 2026: Partial revision of the performance-linked stock compensation plan for directors and executive officers (specific amount Not disclosed)
Impact on Business PerformanceThe impact on the stock market will be minor. The impact on business performance is Not disclosed
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering

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.

To support directors and other officers in taking on ambitious challenges, promote their ownership of the company's shares, and further align their interests with those of shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Stock-Based Compensation in Connection with the Continuation of the Performance-Linked Stock-Based Compensation Plan for Directors and Executive Officers | Morinaga & Co.,Ltd. (2201) timely disclosure | Komori