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Share Issuance and Disposal6455MORITA HOLDINGS CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 102,999 treasury shares as restricted stock compensation for 39 directors and executive officers. The shares may not, in principle, be transferred for 30 years.

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102999
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much102,999Shares

Treasury shares: 102,999 common shares

2 directors of the Company (excluding outside directors)17,855 shares
5 of the Company's executive officers who do not concurrently serve as directors10,391 shares
13 directors of the Company's subsidiaries, excluding outside directors37,296 shares
19 executive officers of the Company's subsidiaries who do not concurrently serve as directors37,457 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥2,369 per share
Total issue value

¥244,004,631

Amount of funds to be raised
Total payment amount: ¥244,004,631; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥244,004,631
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 31 July 2026 to 30 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counsellor or any other equivalent position, all of the restricted shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office or retires upon expiration of the term of office, reaching the retirement age or for any other legitimate reason, the transfer restrictions will be released immediately after the departure or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allocated under this arrangement that remain subject to transfer restrictions upon expiration of the transfer restriction period or at the time the transfer restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of allocated shares 17,855 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 10,391 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 13 / Number of allocated shares 37,296 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 19 / Number of allocated shares 37,457 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. If certain events occur, the Company will acquire the shares without consideration.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 2 July 2026, which was ¥2,369. No discount or premium was stated.
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: 102,999 common shares
Issue price and disposal price¥2,369 per share
Total issue value¥244,004,631
Amount of funds to be raisedTotal payment amount: ¥244,004,631; estimated net proceeds: Not disclosed
Payment date31 July 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 17,855 shares, Name 5 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 10,391 shares, Name 13 directors of the Company's subsidiaries, excluding outside directors / Number of Shares 37,296 shares, Name 19 executive officers of the Company's subsidiaries who do not concurrently serve as directors / Number of Shares 37,457 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. If certain events occur, the Company will acquire the shares without consideration.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 2 July 2026, which was ¥2,369. No discount or premium was stated.
Transfer restriction periodFrom 31 July 2026 to 30 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counsellor or any other equivalent position, all of the restricted shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office or retires upon expiration of the term of office, reaching the retirement age or for any other legitimate reason, the transfer restrictions will be released immediately after the departure or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allocated under this arrangement that remain subject to transfer restrictions upon expiration of the transfer restriction period or at the time the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of allocated shares 17,855 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 10,391 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 13 / Number of allocated shares 37,296 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 19 / Number of allocated shares 37,457 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥244,004,631
Items this document does not state (14)
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 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, promote long-term and stable share ownership by directors and executive officers, share value with shareholders, and further increase the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MORITA HOLDINGS CORPORATION (6455) timely disclosure | Komori