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Share Issuance and Disposal2802Ajinomoto Co.,Inc.Food

Notice Regarding the Disposal of Treasury Shares in Connection with the Continuation of the Medium-Term Performance-Linked Stock Compensation Plan for Executive Officers

To continue the mid-term performance-linked stock compensation plan for executive officers, the company resolved to dispose of 751,000 treasury shares to the Executive Compensation BIP Trust Account. The shares will be used for future delivery to executive officers under the plan.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
751000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares to the Executive Compensation BIP Trust

Who receives how much751,000Shares

751,000 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)751,000 shares

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

¥5,536 per share
Total issue value

¥4,157,536,000

Amount of funds to be raised
not disclosed (the disposal is for the stock compensation plan and no use of funds is specified)
Total Stock-Based Compensation
Calculated using the standard amounts of mid-term performance-linked compensation by position. The specific amount is not disclosed.
発行済株式総数

0.08% of the total number of issued shares (also 0.08% of the 9,585,189 total voting rights as of 31 March 2026)

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.

Categories and Number of Persons Covered
Executive officers, including those who concurrently serve as directors. The breakdown of the number of people and shares allocated is not disclosed.
Intended allottee's holding policy
The shares will be delivered to executive officers in accordance with the company’s internal rules governing the plan. The shares are not expected to enter the stock market all at once.
Payment date
25 August 2026
Basis for determining the amount to be paid
The average closing price of the company’s shares on the Tokyo Stock Exchange Prime Market during the one-month period immediately preceding the date of the Board of Directors’ resolution, from 30 June 2026 to 29 July 2026, was ¥5,536. This represents a discount of 12.45% to the closing price of ¥4,847 on the preceding business day. After comparing the one-, three- and six-month average closing prices, ¥5,536 was the highest price.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholders’ intentions, as stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations, are not required.
Impact on Business Performance
The impact on the stock market is expected to be immaterial. The amount of the impact on performance is not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares to the Executive Compensation BIP Trust
Number of shares to be issued or disposed of751,000 common shares (treasury shares)
Issue price and disposal price¥5,536 per share
Total issue value¥4,157,536,000
Amount of funds to be raisednot disclosed (the disposal is for the stock compensation plan and no use of funds is specified)
Payment date25 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 751,000 shares
Intended allottee's holding policyThe shares will be delivered to executive officers in accordance with the company’s internal rules governing the plan. The shares are not expected to enter the stock market all at once.
Dilution Rate0.08% of the total number of issued shares (also 0.08% of the 9,585,189 total voting rights as of 31 March 2026)
Basis for determining the amount to be paidThe average closing price of the company’s shares on the Tokyo Stock Exchange Prime Market during the one-month period immediately preceding the date of the Board of Directors’ resolution, from 30 June 2026 to 29 July 2026, was ¥5,536. This represents a discount of 12.45% to the closing price of ¥4,847 on the preceding business day. After comparing the one-, three- and six-month average closing prices, ¥5,536 was the highest price.
Categories and Number of Persons CoveredExecutive officers, including those who concurrently serve as directors. The breakdown of the number of people and shares allocated is not disclosed.
Total Stock-Based CompensationCalculated using the standard amounts of mid-term performance-linked compensation by position. The specific amount is not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholders’ intentions, as stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations, are not required.
Impact on Business PerformanceThe impact on the stock market is expected to be immaterial. The amount of the impact on performance is not disclosed.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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 clarify the link between executive officers’ compensation and the company’s performance and share value, enable executive officers to share value with shareholders, and increase their motivation to contribute to improved performance and greater corporate value over the medium to long term. In addition, the company will dispose of treasury shares to the trust account in connection with the extension of the BIP Trust period.

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Notice Regarding the Disposal of Treasury Shares in Connection with the Continuation of the Medium-Term Performance-Linked Stock Compensation Plan for Executive Officers | Ajinomoto Co.,Inc. (2802) timely disclosure | Komori