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Share Issuance and Disposal5018MORESCO CorporationEnergy Resources

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,560 treasury shares to 5 directors as restricted stock compensation. The disposal price is ¥1,796 per share, for a total of ¥18,965,760.

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Neutral
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Scale
10560
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,560Shares

Treasury shares: 10,560 common shares

5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors10,560 shares

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

¥1,796 per share
Amount of funds to be raised

Total payment amount: ¥18,965,760; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary remuneration claims: ¥18,965,760 (the annual remuneration limit under the scheme is ¥50 million or less)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 the disposal date until immediately after the relevant director retires from office as a director of the Company. However, if the retirement date is on or before 31 May 2027, the period will continue until 1 June 2027.
Conditions for lifting transfer restrictions
Subject to continuous service as a director of the Company throughout the service provision period, all of the shares held will have their transfer restrictions lifted when the transfer restriction period expires. If a director retires for a legitimate reason or due to death, the restrictions will be lifted on the number of shares corresponding to the number of months in office. In the event of a reorganization or similar event, the restrictions will be lifted on a prescribed percentage of the shares pursuant to a resolution of the Board of Directors.
Reason for acquisition without consideration
Immediately after the expiration of the transfer restriction period or the prescribed date for lifting the transfer restrictions, the Company will acquire without consideration all of the allocated shares whose transfer restrictions have not been lifted at that time.
Categories and Number of Persons Covered
5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors; total of 10,560 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 10 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,796. The Company explained that this was not a particularly favorable price. The discount rate and premium rate are 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 ofTreasury shares: 10,560 common shares
Issue price and disposal price¥1,796 per share
Amount of funds to be raisedTotal payment amount: ¥18,965,760; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName 5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 10,560 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 10 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,796. The Company explained that this was not a particularly favorable price. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom the disposal date until immediately after the relevant director retires from office as a director of the Company. However, if the retirement date is on or before 31 May 2027, the period will continue until 1 June 2027.
Conditions for lifting transfer restrictionsSubject to continuous service as a director of the Company throughout the service provision period, all of the shares held will have their transfer restrictions lifted when the transfer restriction period expires. If a director retires for a legitimate reason or due to death, the restrictions will be lifted on the number of shares corresponding to the number of months in office. In the event of a reorganization or similar event, the restrictions will be lifted on a prescribed percentage of the shares pursuant to a resolution of the Board of Directors.
Reason for acquisition without considerationImmediately after the expiration of the transfer restriction period or the prescribed date for lifting the transfer restrictions, the Company will acquire without consideration all of the allocated shares whose transfer restrictions have not been lifted at that time.
Categories and Number of Persons Covered5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors; total of 10,560 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥18,965,760 (the annual remuneration limit under the scheme is ¥50 million or less)
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive to promote sustained enhancement of corporate value and further share value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MORESCO Corporation (5018) timely disclosure | Komori