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Share Issuance and Disposal4507Shionogi & Co.,Ltd.Pharmaceuticals

Disposal of Treasury Shares as Restricted Stock-Based Compensation

Shionogi & Co., Ltd. resolved to dispose of 201,300 treasury shares as restricted stock compensation for 77 directors, executive officers and organizational heads. Transfer restrictions of 30 years will apply to the long-term compensation portion and approximately 3 years to the medium-term performance-linked compensation portion. The number of shares for which restrictions are lifted will be determined based on the level of performance achievement.

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51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
567565350
Japanese yen (total value of treasury shares disposed of)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much201,300Shares

201,300 common shares (treasury shares)

2 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)58,500 shares
15 executive officers (excluding those concurrently serving as directors)100,500 shares
60 organizational heads42,300 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.

¥2,819.5 per share
Amount of funds to be raised

Total payment amount: ¥567,565,350 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation claims: ¥567,565,350 (¥206,387,400 for long-term share compensation and ¥361,177,950 for medium-term performance-linked share compensation)
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
Long-term share compensation: 23 July 2026 to 22 July 2056 (30 years); medium-term performance-linked share compensation: for directors and executive officers covered by the plan, 23 July 2026 to 1 August 2029, and for organizational heads, 23 July 2026 to 1 December 2029
Conditions for lifting transfer restrictions
For long-term share compensation, the recipient must continuously remain a covered director or an executive officer who does not concurrently serve as a director during the transfer restriction period. For medium-term performance-linked share compensation, in addition to this condition, a 0% to 100% release rate will be applied based on the level of achievement of performance targets including revenue, overseas revenue CAGR, EBITDA, ROE and relative TSR. Relative TSR does not apply to organizational heads.
Reason for acquisition without consideration
At the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire for no consideration any of the allocated shares for which the transfer restrictions remain in place.
Categories and Number of Persons Covered
2 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors, 58,500 shares; 15 executive officers, excluding those concurrently serving as directors, 100,500 shares; and 60 heads of organizational units, 42,300 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819.5. Discount/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
Deliberated by the Compensation Advisory Committee. Approval of the compensation amounts, share number limits and other matters was obtained at the 2018 and 2025 Annual General Meetings of Shareholders.
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 of201,300 common shares (treasury shares)
Issue price and disposal price¥2,819.5 per share
Amount of funds to be raisedTotal payment amount: ¥567,565,350 (estimated net proceeds: Not disclosed)
Payment date23 July 2026
Intended allotteeName 2 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 58,500 shares, Name 15 executive officers (excluding those concurrently serving as directors) / Number of Shares 100,500 shares, Name 60 organizational heads / Number of Shares 42,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
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 Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819.5. Discount/premium rate: Not disclosed
Transfer restriction periodLong-term share compensation: 23 July 2026 to 22 July 2056 (30 years); medium-term performance-linked share compensation: for directors and executive officers covered by the plan, 23 July 2026 to 1 August 2029, and for organizational heads, 23 July 2026 to 1 December 2029
Conditions for lifting transfer restrictionsFor long-term share compensation, the recipient must continuously remain a covered director or an executive officer who does not concurrently serve as a director during the transfer restriction period. For medium-term performance-linked share compensation, in addition to this condition, a 0% to 100% release rate will be applied based on the level of achievement of performance targets including revenue, overseas revenue CAGR, EBITDA, ROE and relative TSR. Relative TSR does not apply to organizational heads.
Reason for acquisition without considerationAt the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire for no consideration any of the allocated shares for which the transfer restrictions remain in place.
Categories and Number of Persons Covered2 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors, 58,500 shares; 15 executive officers, excluding those concurrently serving as directors, 100,500 shares; and 60 heads of organizational units, 42,300 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥567,565,350 (¥206,387,400 for long-term share compensation and ¥361,177,950 for medium-term performance-linked share compensation)
Procedures under the Corporate Code of ConductDeliberated by the Compensation Advisory Committee. Approval of the compensation amounts, share number limits and other matters was obtained at the 2018 and 2025 Annual General Meetings of Shareholders.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 medium- to long-term incentives, promote the sharing of shareholder value and further enhance the motivation of each recipient under the restricted stock compensation plan.

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Disposal of Treasury Shares as Restricted Stock-Based Compensation | Shionogi & Co.,Ltd. (4507) timely disclosure | Komori