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Share Issuance and Disposal2269Meiji Holdings Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

Meiji Holdings resolved to dispose of 64,827 treasury shares as restricted stock compensation for 52 individuals, including directors and executive officers. The disposal price is ¥3,805 per share, and the payment date is 31 July 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much64,827Shares

64,827 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)2 / 5,786 shares
The Company's executive officers6 / 5,724 shares
Directors of subsidiaries of the Company12 / 20,881 shares
Executive officers of the Company's subsidiaries32 / 32,436 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.

¥3,805 per share
Total issue value

¥246,666,735

Amount of funds to be raised
Total payment amount: ¥246,666,735; estimated net proceeds: Not disclosed (as the shares will be contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥246,666,735 (including ¥22,015,730 for eligible directors)
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
31 July 2026 to 30 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held a position as a director or executive officer of the Company or one of its subsidiaries throughout the restricted transfer period. If the recipient loses the position for a legitimate reason, the restrictions will be lifted in proportion to the number of months served.
Reason for acquisition without consideration
If the recipient loses all positions as a director or executive officer of the Company or one of its subsidiaries before the end of the restricted transfer period without a legitimate reason, any shares whose restrictions have not been lifted will be acquired without consideration. The same applies where shares remain subject to restrictions as a result of a corporate reorganization or other event.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors), 5,786 shares; 6 executive officers of the Company, 5,724 shares; 12 directors of the Company's subsidiaries, 20,881 shares; 32 executive officers of the Company's subsidiaries, 32,436 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged as collateral or otherwise disposed of, and must be held and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,805. This represented a premium of 2.59% to the one-month average of ¥3,709, 1.66% to the three-month average of ¥3,743, and 0.93% to the six-month average of ¥3,770.
Procedures under the Corporate Code of Conduct
At the eighth Annual General Meeting of Shareholders held on 29 June 2017, shareholders approved the introduction of a restricted stock compensation plan and related matters.
Impact on Business Performance
No impact on financial results from this disposal 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 of64,827 common shares of the Company (treasury shares)
Issue price and disposal price¥3,805 per share
Total issue value¥246,666,735
Amount of funds to be raisedTotal payment amount: ¥246,666,735; estimated net proceeds: Not disclosed (as the shares will be contributed in kind)
Payment date31 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of Shares 5,786 shares, Category The Company's executive officers / Number of Employees 6 / Number of Shares 5,724 shares, Category Directors of subsidiaries of the Company / Number of Employees 12 / Number of Shares 20,881 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 32 / Number of Shares 32,436 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged as collateral or otherwise disposed of, and must be held and maintained in a dedicated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,805. This represented a premium of 2.59% to the one-month average of ¥3,709, 1.66% to the three-month average of ¥3,743, and 0.93% to the six-month average of ¥3,770.
Transfer restriction period31 July 2026 to 30 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held a position as a director or executive officer of the Company or one of its subsidiaries throughout the restricted transfer period. If the recipient loses the position for a legitimate reason, the restrictions will be lifted in proportion to the number of months served.
Reason for acquisition without considerationIf the recipient loses all positions as a director or executive officer of the Company or one of its subsidiaries before the end of the restricted transfer period without a legitimate reason, any shares whose restrictions have not been lifted will be acquired without consideration. The same applies where shares remain subject to restrictions as a result of a corporate reorganization or other event.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors), 5,786 shares; 6 executive officers of the Company, 5,724 shares; 12 directors of the Company's subsidiaries, 20,881 shares; 32 executive officers of the Company's subsidiaries, 32,436 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥246,666,735 (including ¥22,015,730 for eligible directors)
Procedures under the Corporate Code of ConductAt the eighth Annual General Meeting of Shareholders held on 29 June 2017, shareholders approved the introduction of a restricted stock compensation plan and related matters.
Impact on Business PerformanceNo impact on financial results from this disposal was stated.
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.

The purpose is to provide incentives to increase the corporate value of the Meiji Group and to promote value sharing between directors and executive officers and shareholders. The number of shares and the amount of compensation receivables were determined after comprehensive consideration of the Meiji Group's performance and the responsibilities of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | Meiji Holdings Co.,Ltd. (2269) timely disclosure | Komori