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Share Issuance and Disposal4524MORISHITA JINTAN CO.,LTD.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 8,700 treasury shares as restricted stock compensation to 6 directors and executive officers. The shares are subject to a 30-year transfer restriction and will be acquired through an in-kind contribution of monetary compensation claims totaling ¥18,705,000.

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Direction
Neutral
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Scale
8700
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,700Shares

8,700 treasury shares

2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members5,200 shares
4 executive officers3,500 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.

¥2,150 per share
Amount of funds to be raised

Total payment amount: ¥18,705,000; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥18,705,000. The annual limit for monetary compensation claims granted to eligible directors is ¥30 million.
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 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in one of the following positions throughout the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period: director of the Company, including a director serving as an Audit and Supervisory Committee member, or executive officer who does not concurrently serve as a director. If the recipient leaves office upon expiration of the term, mandatory retirement, or for another legitimate reason, the restrictions will be lifted for the number of shares determined based on the recipient's period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 5,200 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 3,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. The transfer restriction period is from 24 July 2026 to 23 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,150. No discount or premium rate was stated.
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 of8,700 treasury shares
Issue price and disposal price¥2,150 per share
Amount of funds to be raisedTotal payment amount: ¥18,705,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 5,200 shares, Name 4 executive officers / Number of Shares 3,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. The transfer restriction period is from 24 July 2026 to 23 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,150. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in one of the following positions throughout the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period: director of the Company, including a director serving as an Audit and Supervisory Committee member, or executive officer who does not concurrently serve as a director. If the recipient leaves office upon expiration of the term, mandatory retirement, or for another legitimate reason, the restrictions will be lifted for the number of shares determined based on the recipient's period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 5,200 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 3,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥18,705,000. The annual limit for monetary compensation claims granted to eligible directors is ¥30 million.
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

The purpose is to provide medium- to long-term incentives, share value with shareholders, secure talented individuals as directors and executive officers, and further enhance the motivation of each eligible director and other recipient. The Company also states that it took into consideration the purpose of the plan, the Company's business performance, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MORISHITA JINTAN CO.,LTD. (4524) timely disclosure | Komori