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Share Issuance and Disposal4523Eisai Co.,Ltd.Pharmaceuticals

Notice Regarding the Disposal of Treasury Shares in Connection with the Continuation of the Stock Compensation Plan (BIP Trust for Directors’ Compensation)

The Company resolved to dispose of 345,600 treasury shares it holds to the trust account in order to continue the executive compensation BIP trust. In principle, the shares disposed of will be used for share-based compensation for directors and executive officers.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.12
% (as a percentage of the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares (disposal to the executive compensation BIP trust)

Who receives how much345,600Shares

345,600 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)345,600 shares

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

¥4,760 per share
Total issue value

¥1,645,056,000

発行済株式総数

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

0.12% of the total number of issued shares (0.12% of the 2,816,434 total voting rights as of the end of March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
The Company's directors and executive officers (the number of eligible persons and the number of shares allocated by category are Not disclosed)
Intended allottee's holding policy
In accordance with the share delivery rules, the shares will in principle be delivered to the Company's directors and executive officers.
Basis for determining the amount to be paid
The higher of the closing price of ¥4,721 on the business day preceding the date of the Board of Directors' resolution (14 May 2026) and the average closing price for the one-month period from 15 April 2026 to 14 May 2026. The actual disposal price is the one-month average closing price of ¥4,760 (rounded down to the nearest yen), representing 100.8% of the closing price on the preceding business day.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' approval. The Audit Committee stated its opinion that the basis for calculating the disposal price was reasonable and that the disposal price did not constitute a particularly favorable price.
Impact on Business Performance
The Company determined that the impact of this disposal of treasury shares would be extremely minor and reasonable.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares (disposal to the executive compensation BIP trust)
Number of shares to be issued or disposed of345,600 common shares (treasury shares)
Issue price and disposal price¥4,760 per share
Total issue value¥1,645,056,000
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 345,600 shares
Intended allottee's holding policyIn accordance with the share delivery rules, the shares will in principle be delivered to the Company's directors and executive officers.
Dilution Rate0.12% of the total number of issued shares (0.12% of the 2,816,434 total voting rights as of the end of March 2026)
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 higher of the closing price of ¥4,721 on the business day preceding the date of the Board of Directors' resolution (14 May 2026) and the average closing price for the one-month period from 15 April 2026 to 14 May 2026. The actual disposal price is the one-month average closing price of ¥4,760 (rounded down to the nearest yen), representing 100.8% of the closing price on the preceding business day.
Categories and Number of Persons CoveredThe Company's directors and executive officers (the number of eligible persons and the number of shares allocated by category are Not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' approval. The Audit Committee stated its opinion that the basis for calculating the disposal price was reasonable and that the disposal price did not constitute a particularly favorable price.
Impact on Business PerformanceThe Company determined that the impact of this disposal of treasury shares would be extremely minor and reasonable.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 strong incentives for directors to oversee management and for executive officers to perform their duties, and to enhance motivation to improve corporate value over the medium to long term.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares in Connection with the Continuation of the Stock Compensation Plan (BIP Trust for Directors’ Compensation) | Eisai Co.,Ltd. (4523) timely disclosure | Komori