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Share Issuance and Disposal7292MURAKAMI CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of a total of 9,288 treasury shares as restricted stock, comprising 7,288 shares to 7 directors and 2,000 shares to 10 employees. The shares allocated to directors will be granted without consideration, while the shares allocated to employees will be provided through an in-kind contribution of monetary claims at ¥6,570 per share.

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Direction
Neutral
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Scale
9288
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much

Directors 7,288 common shares / Employees 2,000 common shares

7 directors of the Company (excluding outside directors)7,288 shares
10 employees of the Company2,000 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.

Directors No consideration (fair value: ¥6,570 per share) / Employees ¥6,570 per share
Total issue value

Directors ¥47,882,160 (fair value) / Employees ¥13,140,000

Amount of funds to be raised
No payment is required for the shares allocated to directors. For the shares allocated to employees, monetary claims of ¥13,140,000 will be contributed in kind, resulting in estimated net proceeds of Not disclosed
Total Stock-Based Compensation
The fair value of the shares allocated to directors is ¥47,882,160. The shares allocated to employees represent monetary claims of ¥13,140,000. The annual remuneration limit for directors is ¥100 million or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 21 August 2026 (the allocation date) until the date on which the eligible directors cease to hold the position of director. Generally similar restrictions will apply to the employees.
Conditions for lifting transfer restrictions
Provided that the eligible directors continuously hold the position of director from July 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted period. If a director ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, part of the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 7 / Number of allocated shares 7,288 shares, Category Employees / Number of Employees 10 / Number of allocated shares 2,000 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. The restrictions on the shares allocated to the eligible directors will apply from 21 August 2026 until the date on which they cease to hold the position of director. The Company plans to enter into generally similar agreements with the employees.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,570. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 78th Annual General Meeting of Shareholders held on 29 June 2021, the restricted stock remuneration plan and the remuneration limits were approved.
Impact on Business Performance
No information is provided regarding the impact on financial results
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed ofDirectors 7,288 common shares / Employees 2,000 common shares
Issue price and disposal priceDirectors No consideration (fair value: ¥6,570 per share) / Employees ¥6,570 per share
Total issue valueDirectors ¥47,882,160 (fair value) / Employees ¥13,140,000
Amount of funds to be raisedNo payment is required for the shares allocated to directors. For the shares allocated to employees, monetary claims of ¥13,140,000 will be contributed in kind, resulting in estimated net proceeds of Not disclosed
Payment date21 August 2026
Intended allotteeName 7 directors of the Company (excluding outside directors) / Number of Shares 7,288 shares, Name 10 employees of the Company / Number of Shares 2,000 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. The restrictions on the shares allocated to the eligible directors will apply from 21 August 2026 until the date on which they cease to hold the position of director. The Company plans to enter into generally similar agreements with the employees.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,570. No discount or premium rate was disclosed.
Transfer restriction periodFrom 21 August 2026 (the allocation date) until the date on which the eligible directors cease to hold the position of director. Generally similar restrictions will apply to the employees.
Conditions for lifting transfer restrictionsProvided that the eligible directors continuously hold the position of director from July 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted period. If a director ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, part of the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 7 / Number of allocated shares 7,288 shares, Category Employees / Number of Employees 10 / Number of allocated shares 2,000 shares
Total Stock-Based CompensationThe fair value of the shares allocated to directors is ¥47,882,160. The shares allocated to employees represent monetary claims of ¥13,140,000. The annual remuneration limit for directors is ¥100 million or less.
Procedures under the Corporate Code of ConductAt the 78th Annual General Meeting of Shareholders held on 29 June 2021, the restricted stock remuneration plan and the remuneration limits were approved.
Impact on Business PerformanceNo information is provided regarding the impact on financial results
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 provide directors with incentives to continuously enhance corporate value and promote value sharing with shareholders. The allocation to employees is also based generally on the same restricted stock grant plan as that for directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | MURAKAMI CORPORATION (7292) timely disclosure | Komori