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Equity2201Morinaga & Co.,Ltd.

Morinaga to Sell Own Shares as Part of Executive Compensation Plan

– Morinaga & Co.,Ltd. (2201.T) announced that its board of directors held , approved the sale of own shares as part of its executive compensation plan.

The company plans to sell ordinary shares totaling 132,800 on August 26, 2026, at a price of ¥2,513 per share, resulting in a total value of ¥333.8 million. The shares will be sold to Nippon Mitsubishi UFJ Trust & Banking Corporation (Executive Remuneration BIP Trust Account). This transaction is aimed at supporting the enthusiasm of executives towards achieving the 2030 Vision and promoting their stock ownership to enhance alignment with shareholders' interests. The company received approval for this program during the 178th Ordinary General Meeting of Shareholders on August 31, 2026.

The diluted share count represents approximately 0.02% of the outstanding shares as of March 31, 2026, which is considered reasonable based on market conditions and recent stock prices. The valuation basis for the share price was determined based on the closing price on the Tokyo Stock Exchange on August 5, 2026, which was ¥2,513. This figure also aligns with the average closing prices over the last month, three months, and six months, ensuring fairness in the pricing mechanism. All four audit committee members, including three external auditors, confirmed the reasonableness of the valuation method and concluded that there was no preferential treatment.

No additional procedures under the Corporate Governance Code are required since the dilution rate is below 25% and there is no change in controlling shareholder status.

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