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Share Issuance and Disposal2217Morozoff LimitedFood

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Morozoff Limited resolved to allot 7,719 treasury shares as restricted stock compensation to 5 directors and 3 executive officers. The allocated shares will be disposed of through an in-kind contribution of monetary compensation claims totaling ¥11,462,715 from the eligible recipients.

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7719
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,719Shares

7,719 common shares (treasury shares)

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5,977 shares
3 executive officers of the Company (mandate-based)1,742 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,485 per share
Total issue value

¥11,462,715

Amount of funds to be raised
Total payment amount: ¥11,462,715; estimated net proceeds: Not disclosed (because the contribution is made in kind)
Total Stock-Based Compensation
Total monetary claims: ¥11,462,715 (the annual compensation limit for eligible directors is ¥20 million)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 22 May 2026 until immediately after the eligible recipient ceases to hold any position as a director, an executive officer who does not concurrently serve as a director, an employee, an adviser, or any other equivalent position at the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, executive officer who does not concurrently serve as a director, employee, adviser, or any other equivalent position at the Company or any of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient ceases to hold office or leaves employment for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the allocation agreement, the Company will acquire all of the relevant shares without consideration. Shares for which the transfer restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 5,977 shares, Category Executive officers (mandate-based) / Number of Employees 3 / Number of allocated shares 1,742 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. During this period, they will be managed in dedicated accounts.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,485. No discount or premium rate was stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of7,719 common shares (treasury shares)
Issue price and disposal price¥1,485 per share
Total issue value¥11,462,715
Amount of funds to be raisedTotal payment amount: ¥11,462,715; estimated net proceeds: Not disclosed (because the contribution is made in kind)
Payment date22 May 2026
Intended allotteeName 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 5,977 shares, Name 3 executive officers of the Company (mandate-based) / Number of Shares 1,742 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. During this period, they will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,485. No discount or premium rate was stated.
Transfer restriction periodFrom 22 May 2026 until immediately after the eligible recipient ceases to hold any position as a director, an executive officer who does not concurrently serve as a director, an employee, an adviser, or any other equivalent position at the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, executive officer who does not concurrently serve as a director, employee, adviser, or any other equivalent position at the Company or any of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient ceases to hold office or leaves employment for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the allocation agreement, the Company will acquire all of the relevant shares without consideration. Shares for which the transfer restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 5,977 shares, Category Executive officers (mandate-based) / Number of Employees 3 / Number of allocated shares 1,742 shares
Total Stock-Based CompensationTotal monetary claims: ¥11,462,715 (the annual compensation limit for eligible directors is ¥20 million)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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.

The purpose is to further motivate the eligible directors and executive officers, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Morozoff Limited (2217) timely disclosure | Komori