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Share Issuance and Disposal6981Murata Manufacturing Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,335 treasury shares as restricted stock compensation to 25 directors and executive officers. The shares may not be transferred until specified conditions, such as retirement from office, are met.

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Neutral
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Scale
22335
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

22,335 common shares of the Company (5 directors: 9,775 shares; 20 executive officers: 12,560 shares)

Directors, excluding directors who are Audit and Supervisory Committee members and outside directors5 / 9,775 shares
Executive officers20 / 12,560 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.

¥10,770 per share
Total issue value

¥240,547,950

Amount of funds to be raised
Total payment amount: ¥240,547,950; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥240,547,950 (of which ¥105,276,750 relates to 5 eligible directors)
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
The period from the disposal date until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictions
If, during the restriction period or from the disposal date until such time as the Company's Board of Directors determines that there is a legitimate reason, the recipient continuously holds either the position of director or executive officer of the Company and retires due to death, expiration of the term of office, or reaching the mandatory retirement age, or if the Company's Board of Directors determines that there is another legitimate reason, the transfer restrictions on all of the allocated shares will be lifted.
Reason for acquisition without consideration
If the recipient retires from both the position of director and the position of executive officer of the Company before the restriction period expires, except in the event of death, reappointment, expiration of the term of office, reaching the mandatory retirement age, or another legitimate reason, or if the recipient falls under any other event stipulated in the agreement, such as a breach of the allocation agreement.
Categories and Number of Persons Covered
5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 9,775 shares; 20 executive officers, 12,560 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The shares will be managed in dedicated accounts opened by the eligible directors and other eligible persons with Nomura Securities Co., Ltd.
Payment date
28 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥10,770. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The Company will file an extraordinary report under the Financial Instruments and Exchange Act. Obtaining an opinion from an independent third party and confirming shareholders' intentions: 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 of22,335 common shares of the Company (5 directors: 9,775 shares; 20 executive officers: 12,560 shares)
Issue price and disposal price¥10,770 per share
Total issue value¥240,547,950
Amount of funds to be raisedTotal payment amount: ¥240,547,950; estimated net proceeds: Not disclosed
Payment date28 July 2026
Intended allotteeName Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of Shares 9,775 shares, Name Executive officers / Number of Employees 20 / Number of Shares 12,560 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The shares will be managed in dedicated accounts opened by the eligible directors and other eligible persons with Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥10,770. No discount or premium rate was stated.
Transfer restriction periodThe period from the disposal date until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictionsIf, during the restriction period or from the disposal date until such time as the Company's Board of Directors determines that there is a legitimate reason, the recipient continuously holds either the position of director or executive officer of the Company and retires due to death, expiration of the term of office, or reaching the mandatory retirement age, or if the Company's Board of Directors determines that there is another legitimate reason, the transfer restrictions on all of the allocated shares will be lifted.
Reason for acquisition without considerationIf the recipient retires from both the position of director and the position of executive officer of the Company before the restriction period expires, except in the event of death, reappointment, expiration of the term of office, reaching the mandatory retirement age, or another legitimate reason, or if the recipient falls under any other event stipulated in the agreement, such as a breach of the allocation agreement.
Categories and Number of Persons Covered5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 9,775 shares; 20 executive officers, 12,560 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥240,547,950 (of which ¥105,276,750 relates to 5 eligible directors)
Procedures under the Corporate Code of ConductThe Company will file an extraordinary report under the Financial Instruments and Exchange Act. Obtaining an opinion from an independent third party and confirming shareholders' intentions: Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 achieve sustained growth in the Company's corporate value and promote value sharing between directors and shareholders. The Company also took into account the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other eligible person, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Murata Manufacturing Co.,Ltd. (6981) timely disclosure | Komori