‭August 22, 2024‬‭To Investors:‬‭MonotaRO Co, Ltd‬‭(Code No. 3064 Tokyo Prime Market)‬‭IR Contact: +81-6-4869-7190‬‭Mail:‬‭pr@monotaro.com‬‭ otice: Disposal of Treasury Stock‬N‭as Restricted Stock Compensation for Employee‬‭ onotaRO Co., Ltd. (hereinafter “the Company”) hereby announces that at the Board of Directors meeting held‬M‭on August 22, 2024, it has resolved to dispose treasury stocks as stock compensation (hereinafter “Disposal of‬‭Treasury Stocks”) as follows;‬‭1. Outline of disposal‬‭(1) Disposal date‬‭(2) Class and number of stocks to be disposed‬‭(3) Disposal price‬‭(4) Total value of stocks to be disposed‬‭(5) Scheduled allocation‬‭ eptember 20, 2024‬S‭14,059 shares of common stock of the Company‬‭2,387 JPY per share‬‭33,558,833 JPY‬
‭88 employees, 14,059 shares‬‭2. Purpose and reason of the disposal‬‭For enhancing employees' awareness and willingness of contributions to the enhancement of the Company's‬‭corporate value over the medium to long term, the Company decided to grant restricted stock compensation to‬‭88 employees above a certain position (hereinafter “the Eligible Employees”) in an amount commensurate with‬‭their respective responsibilities and resolved to dispose of the treasury stock at the Board of Directors meeting‬‭held today August 22, 2024.‬‭The Eligible Employees will subscribe to a total of 14,059 shares of the Company's common stock (hereinafter‬‭"the Allotted Shares") by paying all of the total monetary compensation claims of‬‭33,558,833‬‭JPY to the‬‭Company.‬‭ isclaimer:‬
D‭This is an English translation of the notice in Japanese language.‬‭All readers are recommended to refer to the original in Japanese language.‬‭In the event of any discrepancy between this translation and the original, the original prevails.‬

‭<Overview of Restricted Stock Allotment Contract>‬‭ he Company and every Eligible Employee will conclude the restricted stock allotment contract, and the‬T‭overview of the Allotment Contract is as follows;‬‭(1)‬ ‭Transfer Restriction Period‬‭The Eligible Employees are not allowed to transfer, to set security rights, or any other disposal for the‬‭Allotted Stocks from September 20, 2024 (Due Date of the Payment) until May 31, 2027 (hereinafter “the‬‭Transfer Restriction Period”).‬‭(2)‬ ‭Condition for Releasing Transfer Restriction‬‭The Eligible Employee continuously holds the position of director, executive officer or other officer, or‬‭employee of the Company or its subsidiary during the Transfer Restriction Period, the restriction on transfer‬‭of all of the Allotted Shares allocated to the Eligible Employee is released at the expiration of the Transfer‬‭Restriction Period. However, if the Eligible Employee retires during the Transfer Restriction Period‬‭(provided the Eligible Employee is rehired after the retirement, such reemployment period expires) or the‬‭Eligible Employee loses her/his position as a director, executive officer or other officer, or employee of the‬‭Company or its subsidiary due to death or other reasons deemed justifiable by the Board of Directors of the‬‭Company, the Company releases the restrictions on transfer of the shares as of the time immediately‬‭following such loss (after April 1, 2025 if such time is prior to April 1, 2025), and the number of transferable‬‭shares is calculated by dividing the number of months from the month including the Due Date of the‬‭Payment to the month including the date of such expire by 12 (however, if the number exceeds 1, it is‬‭deemed to be 1), multiplied by the number of shares allotted to the Eligible Employee out of the Allotted‬‭Shares (however, any fraction less than one share resulting from the calculation is rounded down).‬‭(3)‬ ‭The Company’s Acquisition of Allotted Stock without Consideration‬‭The Company naturally acquires without consideration the Allotted Shares for which the restriction on‬‭transfer has not been released at the time when the restriction on transfer is released in accordance with (2)‬‭above or at any other time stipulated in the contract.‬‭(4)‬ ‭Management of Stock‬‭The Allotted Shares are managed during the Restricted Transfer Period in a dedicated account for restricted‬‭transfer shares opened by the Eligible Employee at Daiwa Securities Co. Ltd.‬‭(5)‬ ‭Treatment for Reorganization, etc.‬‭If, during the Transfer Restriction Period, a merger agreement under which the Company becomes a defunct‬‭company, a share exchange agreement under which the Company becomes a wholly owned subsidiary, a‬‭share transfer plan or any other matters relating to organizational restructuring, etc. is approved at a general‬‭meeting of shareholders of the Company (however, if such organizational restructuring, etc. does not require‬‭approval at a general meeting of shareholders of the Company, the Board of Directors of the Company), the‬‭Company, by a resolution of the Board of Directors, releases the Transfer Restriction. The number of the‬‭Allotted Stock subject to release of Transfer Restriction is calculated by dividing the number of months from‬‭September 2024 to the month that includes the date of approval of the Reorganization by 12 (however, if the‬‭number exceeds 1, it is deemed to be 1), multiplying by the number of the Allotted Stocks (if the calculation‬‭results in a fraction of less than 1 share, such fraction is rounded down), the Company cancels the restrictions‬‭on the transfer of such shares as of the time immediately preceding the business day immediately before the‬‭effective date of the reorganization, etc. However, notwithstanding the above, if the business day‬‭immediately preceding the effective date of the reorganization is earlier than April 1, 2025, the Company‬‭naturally acquires all of the Allotted Shares without consideration as of the time immediately preceding the‬‭business day which immediately precedes the effective date of the reorganization.‬‭3. Basis of Calculation and Specific Details of the Amount to be Paid in‬‭This disposition of treasury stock is to be conducted with the monetary compensation claims paid to the‬‭scheduled subscriber under this plan as the assets to be contributed, and the price per share to be paid in is set at‬‭2,387 JPY, which is the closing price of the Company's common stock on the Tokyo Stock Exchange on‬‭August 21, 2024 (the business day immediately preceding the date of the Board of Directors resolution) in order‬‭to eliminate any arbitrariness. This is the market share price immediately prior to the date of the Board of‬‭Directors' resolution, and in the absence of special circumstances indicating that the most recent share price‬‭cannot be relied upon, this is a reasonable price that appropriately reflects the Company's corporate value and‬‭does not constitute a particularly favorable price for the Eligible Employees.‬‭End of Notice‬‭ isclaimer:‬D‭This is an English translation of the notice in Japanese language.‬‭All readers are recommended to refer to the original in Japanese language.‬‭In the event of any discrepancy between this translation and the original, the original prevails.‬