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Share Issuance and Disposal2269Meiji Holdings Co.,Ltd.Food

Notice Regarding the Disposal of Treasury Shares under an Incentive Scheme Using Restricted Stock for Employees

The Company resolved to dispose of 16,400 treasury shares as restricted stock to 164 management-level employees of the Company and its business subsidiaries, with the shares to be paid for through an in-kind contribution of monetary claims. The restriction period is one year, from 25 September 2026 to 24 September 2027.

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Neutral
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Scale
16400
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,400Shares

16,400 treasury shares

164 employees of the Company’s business subsidiaries, 16,400 shares

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

¥3,805 per share
Total issue value

¥62,402,000

Amount of funds to be raised
Total payment amount: ¥62,402,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥62,402,000
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
One year, from 25 September 2026 to 24 September 2027
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the restriction period, provided that the eligible employee has continuously held the position of employee of the Company or one of its business subsidiaries during the restriction period. The restrictions will also be lifted when the employee loses that position upon expiry of the employment period, death, promotion to director or executive officer of the Company or a business subsidiary, transfer to an outside company, or for another legitimate reason, as well as when a decision is made to assign the employee to a position outside Japan. In the event of a reorganization or similar transaction, the restrictions may be lifted at the Company’s discretion.
Reason for acquisition without consideration
If, during the restriction period, an eligible employee loses both the position of employee of the Company and the position of employee of one of its business subsidiaries, except in specified circumstances, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered
164 employees holding management-level positions at the Company’s business subsidiaries, 16,400 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restrictions will be lifted when the restriction period expires or when other applicable conditions are met.
Payment date
25 September 2026
Basis for determining the amount to be paid
The closing price of ¥3,805 on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors’ resolution, 2 July 2026. This represents 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.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is not 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 of16,400 treasury shares
Issue price and disposal price¥3,805 per share
Total issue value¥62,402,000
Amount of funds to be raisedTotal payment amount: ¥62,402,000; estimated net proceeds: Not disclosed
Payment date25 September 2026
Intended allottee164 employees of the Company’s business subsidiaries, 16,400 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restrictions will be lifted when the restriction period expires or when other applicable conditions are met.
Basis for determining the amount to be paidThe closing price of ¥3,805 on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors’ resolution, 2 July 2026. This represents 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 periodOne year, from 25 September 2026 to 24 September 2027
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the restriction period, provided that the eligible employee has continuously held the position of employee of the Company or one of its business subsidiaries during the restriction period. The restrictions will also be lifted when the employee loses that position upon expiry of the employment period, death, promotion to director or executive officer of the Company or a business subsidiary, transfer to an outside company, or for another legitimate reason, as well as when a decision is made to assign the employee to a position outside Japan. In the event of a reorganization or similar transaction, the restrictions may be lifted at the Company’s discretion.
Reason for acquisition without considerationIf, during the restriction period, an eligible employee loses both the position of employee of the Company and the position of employee of one of its business subsidiaries, except in specified circumstances, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered164 employees holding management-level positions at the Company’s business subsidiaries, 16,400 shares
Total Stock-Based CompensationTotal monetary claims: ¥62,402,000
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
Items this document does not state (13)
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 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 increase employees’ motivation to contribute to enhancing corporate value and drive the Company’s medium- to long-term management plan and sustainable corporate growth, and to promote the sharing of value between eligible employees and shareholders. The purpose is also to encourage sustained motivation and contributions over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares under an Incentive Scheme Using Restricted Stock for Employees | Meiji Holdings Co.,Ltd. (2269) timely disclosure | Komori