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Share Issuance and Disposal2288MARUDAI FOOD CO.,LTD.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock to the Employee Stock Ownership Plan

The Company will dispose of treasury shares to grant 63,300 restricted shares to 633 employees of the Group through the employee stock ownership association. The shares will be paid for on 27 August 2026 and will be subject to transfer restrictions until 30 June 2031.

Worth reading
49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
63300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much63,300Shares

63,300 treasury shares

丸大食品 Employee Stock Investment Association, 63,300 shares

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

¥2,281 per share
Total issue value

¥144,387,300

Amount of funds to be raised
Total amount paid: ¥144,387,300; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥144,387,300
発行済株式総数

0.24% of the total number of issued shares and 0.26% 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.

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 27 August 2026 to 30 June 2031
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted on the expiration date of the transfer restriction period, provided that the eligible employee remains a member of the employee stock ownership association throughout the transfer restriction period. Conditions for lifting the restrictions in cases such as suspension of contributions, withdrawal from the association, overseas assignment, and corporate reorganization are also stipulated.
Reason for acquisition without consideration
The Company will acquire without consideration all of the allocated shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered
633 employees of the Group, totaling 63,300 shares
Payment date
27 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,281. The deviations from the average closing price were 0.75% for 1 month (25 June 2026 to 24 July 2026), 1.97% for 3 months (27 April 2026 to 24 July 2026), and 0.22% for 6 months (26 January 2026 to 24 July 2026).
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price complies with applicable laws and regulations.
Impact on Business Performance
The impact of this disposal of treasury shares on the Company's performance for the fiscal year ending March 2027 will be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed of63,300 treasury shares
Issue price and disposal price¥2,281 per share
Total issue value¥144,387,300
Amount of funds to be raisedTotal amount paid: ¥144,387,300; estimated net proceeds: Not disclosed
Payment date27 August 2026
Intended allottee丸大食品 Employee Stock Investment Association, 63,300 shares
Dilution Rate0.24% of the total number of issued shares and 0.26% of the total number of voting rights
Total number of issued shares26,505,581 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,281. The deviations from the average closing price were 0.75% for 1 month (25 June 2026 to 24 July 2026), 1.97% for 3 months (27 April 2026 to 24 July 2026), and 0.22% for 6 months (26 January 2026 to 24 July 2026).
Transfer restriction periodFrom 27 August 2026 to 30 June 2031
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted on the expiration date of the transfer restriction period, provided that the eligible employee remains a member of the employee stock ownership association throughout the transfer restriction period. Conditions for lifting the restrictions in cases such as suspension of contributions, withdrawal from the association, overseas assignment, and corporate reorganization are also stipulated.
Reason for acquisition without considerationThe Company will acquire without consideration all of the allocated shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered633 employees of the Group, totaling 63,300 shares
Total Stock-Based CompensationTotal monetary receivables: ¥144,387,300
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price complies with applicable laws and regulations.
Impact on Business PerformanceThe impact of this disposal of treasury shares on the Company's performance for the fiscal year ending March 2027 will be minor.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 support employees' asset formation, raise their awareness of the Company's performance and share price, and promote value sharing with shareholders, thereby increasing motivation and engagement toward enhancing corporate value and helping retain and secure talented personnel.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock to the Employee Stock Ownership Plan | MARUDAI FOOD CO.,LTD. (2288) timely disclosure | Komori