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Share Issuance and Disposal3064MonotaRO Co.,Ltd.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Executive Officers

The Company resolved to grant 64,702 restricted shares to 8 executive officers through the disposal of treasury shares, with monetary compensation claims contributed in kind. The shares may not be transferred until the applicable conditions, including continued service, are met.

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Neutral
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Scale
64702
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much64,702Shares

64,702 shares of the Company's common stock (treasury shares)

8 executive officers of the Company64,702 shares

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

¥1,779.5 per share
Total issue value

¥115,137,209

Total Stock-Based Compensation
Total monetary compensation claims of ¥115,137,209
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 24 April 2026 (the payment date) until the date on which the recipient ceases to hold the position of executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of executive officer of the Company from the payment date until 1 April 2027, the transfer restrictions will be lifted for all of the shares at the end of the transfer restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares obtained by multiplying the number of allocated shares by the number of months from April 2026 through the month including the date on which the recipient ceases to hold the position, divided by 12, capped at 1.
Reason for acquisition without consideration
The Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted. In addition, if the Compensation Committee determines that a material restatement of the financial statements, a material violation of internal regulations, material damage to or a material risk to the business or reputation, or a material deficiency in risk management has occurred, the Company will apply malus, meaning acquisition without consideration during the transfer restriction period.
Categories and Number of Persons Covered
8 executive officers of the Company: 64,702 shares
Intended allottee's holding policy
From 24 April 2026 (the payment date) until the date on which the recipient ceases to hold the position of executive officer of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,779.5. There is no discount or premium.
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 of64,702 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,779.5 per share
Total issue value¥115,137,209
Payment date24 April 2026
Intended allotteeName 8 executive officers of the Company / Number of Shares 64,702 shares
Intended allottee's holding policyFrom 24 April 2026 (the payment date) until the date on which the recipient ceases to hold the position of executive officer of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,779.5. There is no discount or premium.
Transfer restriction periodFrom 24 April 2026 (the payment date) until the date on which the recipient ceases to hold the position of executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of executive officer of the Company from the payment date until 1 April 2027, the transfer restrictions will be lifted for all of the shares at the end of the transfer restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares obtained by multiplying the number of allocated shares by the number of months from April 2026 through the month including the date on which the recipient ceases to hold the position, divided by 12, capped at 1.
Reason for acquisition without considerationThe Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted. In addition, if the Compensation Committee determines that a material restatement of the financial statements, a material violation of internal regulations, material damage to or a material risk to the business or reputation, or a material deficiency in risk management has occurred, the Company will apply malus, meaning acquisition without consideration during the transfer restriction period.
Categories and Number of Persons Covered8 executive officers of the Company: 64,702 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥115,137,209
Items this document does not state (15)
Amount of funds to be raisedEstimated 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 offeringImpact on Business Performance

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 provide executive officers with an incentive to achieve sustained improvement in the Company's medium- to long-term corporate value and shareholder value.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Executive Officers | MonotaRO Co.,Ltd. (3064) timely disclosure | Komori