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Share Issuance and Disposal2264MORINAGA MILK INDUSTRY CO.,LTD.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Morinaga Milk Industry resolved to dispose of 57,000 treasury shares as restricted stock compensation to 6 directors and 5 executive officers with titles. The payment date is 10 August 2026, and the shares will be subject to a 30-year transfer restriction.

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57000
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数57,000Shares

57,000 shares of the Company's common stock (treasury shares)

Intended allottee
Category 6 of the Company's directors, excluding outside directors / Number of Shares 44,800 shares, Category 5 executive officers with titles of the Company / Number of Shares Total number of shares acquired during this period
¥1,202.5 per share
Total issue value

¥68,542,500

Amount of funds to be raised
Total payment amount: ¥68,542,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥68,542,500. The annual remuneration limit for directors is ¥120 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
30 years (10 August 2026 to 9 August 2056)
Conditions for lifting transfer restrictions
Provided that the holder remains a director or executive officer with titles until the first annual general meeting of shareholders held after 10 August 2026 (or, for executive officers with titles, until the end of the first fiscal year thereafter), all of the allocated shares held at the end of the period will be released from the transfer restriction. If the holder leaves office before then for a valid reason, part of the restriction will be released based on the number of months in office. No performance or share price conditions are stated.
Reason for acquisition without consideration
If the holder leaves both the position of director and the position of executive officer with titles before the prescribed date, except where the Board of Directors recognizes a valid reason; if the transfer restriction remains in place at the end of the restriction period; or if the transfer restriction remains in place on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 44,800 shares, Category Executive officers of the Company with titles / Number of Employees 5 / Number of allocated shares Total number of shares acquired during this period
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 10 August 2026 to 9 August 2056.
Payment date
10 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, ¥1,202.5. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 28 June 2018, approval was obtained for the total amount of monetary compensation claims, the maximum number of shares to be allocated, the transfer restriction period and other matters.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is disclosed.
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 of57,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,202.5 per share
Total issue value¥68,542,500
Amount of funds to be raisedTotal payment amount: ¥68,542,500; estimated net proceeds: Not disclosed
Payment date10 August 2026
Intended allotteeCategory 6 of the Company's directors, excluding outside directors / Number of Shares 44,800 shares, Category 5 executive officers with titles of the Company / Number of Shares Total number of shares acquired during this period
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 10 August 2026 to 9 August 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, ¥1,202.5. No discount or premium rate is stated.
Transfer restriction period30 years (10 August 2026 to 9 August 2056)
Conditions for lifting transfer restrictionsProvided that the holder remains a director or executive officer with titles until the first annual general meeting of shareholders held after 10 August 2026 (or, for executive officers with titles, until the end of the first fiscal year thereafter), all of the allocated shares held at the end of the period will be released from the transfer restriction. If the holder leaves office before then for a valid reason, part of the restriction will be released based on the number of months in office. No performance or share price conditions are stated.
Reason for acquisition without considerationIf the holder leaves both the position of director and the position of executive officer with titles before the prescribed date, except where the Board of Directors recognizes a valid reason; if the transfer restriction remains in place at the end of the restriction period; or if the transfer restriction remains in place on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 44,800 shares, Category Executive officers of the Company with titles / Number of Employees 5 / Number of allocated shares Total number of shares acquired during this period
Total Stock-Based CompensationTotal monetary compensation claims: ¥68,542,500. The annual remuneration limit for directors is ¥120 million.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 28 June 2018, approval was obtained for the total amount of monetary compensation claims, the maximum number of shares to be allocated, the transfer restriction period and other matters.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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 align the interests of directors and executive officers with titles with shareholders by having them share the benefits and risks of share price movements, and to increase their incentive to contribute to share price appreciation and the enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MORINAGA MILK INDUSTRY CO.,LTD. (2264) timely disclosure | Komori