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Share Issuance and Disposal4516Nippon Shinyaku Co.,Ltd.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,379 treasury shares at ¥4,048 per share as restricted stock compensation for 7 directors. In principle, the shares may not be transferred until the directors retire from their positions.

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Scale
22379
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,379Shares

22,379 shares of the Company's common stock (treasury shares)

7 directors of the Company, excluding outside directors: 22,379 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥4,048 per share
Total issue value

¥90,590,192

Amount of funds to be raised
Total payment amount: ¥90,590,192 (as the payment will be made through an in-kind contribution of monetary compensation receivables owed to the eligible directors, estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥90,590,192
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 19 August 2026 until the date on which the holder retires from the position of director of the Company. However, if that date falls before the filing date of the Company's half-year report for fiscal 2026, the restriction period will end on the filing date of that half-year report.
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the applicable transfer restriction period, provided that the holder has continuously held the position of director of the Company throughout the service period from the date of the 163rd Annual General Meeting of Shareholders through the date of the following Annual General Meeting of Shareholders. If the holder retires upon expiration of the term of office or for another legitimate reason, the number of shares to be released and the timing of release will be reasonably adjusted.
Reason for acquisition without consideration
If the holder retires from the position of director before the transfer restriction period expires, the Company will automatically acquire the treasury shares without consideration, unless the Board of Directors determines that there is a legitimate reason. The Company will also acquire without consideration any shares whose restrictions have not been lifted when the transfer restriction period expires, as well as any shares whose restrictions have not been lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
7 directors of the Company, excluding outside directors: 22,379 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period will run from 19 August 2026 until the date on which the holder retires from the position of director of the Company. However, if that date falls before the filing date of the Company's half-year report for fiscal 2026, the restriction period will end on the filing date of that half-year report.
Payment date
19 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,048. Discount/premium: 0%.
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 of22,379 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,048 per share
Total issue value¥90,590,192
Amount of funds to be raisedTotal payment amount: ¥90,590,192 (as the payment will be made through an in-kind contribution of monetary compensation receivables owed to the eligible directors, estimated net proceeds: Not disclosed)
Payment date19 August 2026
Intended allottee7 directors of the Company, excluding outside directors: 22,379 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period will run from 19 August 2026 until the date on which the holder retires from the position of director of the Company. However, if that date falls before the filing date of the Company's half-year report for fiscal 2026, the restriction period will end on the filing date of that half-year report.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,048. Discount/premium: 0%.
Transfer restriction periodFrom 19 August 2026 until the date on which the holder retires from the position of director of the Company. However, if that date falls before the filing date of the Company's half-year report for fiscal 2026, the restriction period will end on the filing date of that half-year report.
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the applicable transfer restriction period, provided that the holder has continuously held the position of director of the Company throughout the service period from the date of the 163rd Annual General Meeting of Shareholders through the date of the following Annual General Meeting of Shareholders. If the holder retires upon expiration of the term of office or for another legitimate reason, the number of shares to be released and the timing of release will be reasonably adjusted.
Reason for acquisition without considerationIf the holder retires from the position of director before the transfer restriction period expires, the Company will automatically acquire the treasury shares without consideration, unless the Board of Directors determines that there is a legitimate reason. The Company will also acquire without consideration any shares whose restrictions have not been lifted when the transfer restriction period expires, as well as any shares whose restrictions have not been lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered7 directors of the Company, excluding outside directors: 22,379 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥90,590,192
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 the eligible directors with an incentive to achieve sustained growth in the Company's corporate value and to further promote value sharing between the eligible directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Shinyaku Co.,Ltd. (4516) timely disclosure | Komori