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Share Issuance and Disposal4528ONO PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation Subject to Continued Employment and Performance-Linked Restricted Stock-Based Compensation

Ono Pharmaceutical Co., Ltd. resolved to dispose of a total of 199,900 treasury shares to directors and executive officers as service-based and performance-based restricted stock compensation. The disposal price is ¥2,249.5 per share, and the payment date is 10 July 2026.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
199900
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposition of treasury shares as service-based and performance-linked restricted stock compensation

Who receives how much

Service-based: 20,900 shares; performance-based: 179,000 shares (total: 199,900 shares)

3 directors of the Company (excluding outside directors)Service-based: 20,900 shares; performance-linked: 94,500 shares
13 executive officers who do not concurrently serve as directors of the Company84,500 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.

¥2,249.5 per share
Amount of funds to be raised

Total payment amount: ¥449,675,050; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Service-based: total monetary compensation receivables of ¥47,014,550. Performance-based: total monetary compensation receivables of ¥402,660,500.
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
Plan I: From 10 July 2026 until the relevant Plan I recipient changes from holding a position in any of the eligible positions to no longer holding any such position due to retirement or resignation. Plan II: From 10 July 2026 until the relevant Plan II recipient changes from holding a position in any of the eligible positions to no longer holding any such position due to retirement or resignation.
Conditions for lifting transfer restrictions
Plan I: If the recipient continuously holds an eligible position during the transfer restriction period and changes from the eligible position to no longer holding it due to the expiration of the term of office, a reason deemed legitimate by the Board of Directors, or death, all transfer restrictions will generally be lifted upon expiration of the period. Plan II: If the recipient continuously holds an eligible position during the transfer restriction period and changes from the eligible position to no longer holding it due to the expiration of the term of office, a reason deemed legitimate by the Board of Directors, or death, all transfer restrictions will generally be lifted upon expiration of the period.
Reason for acquisition without consideration
If the recipient changes from holding an eligible position to no longer holding it due to retirement or resignation, the Company will acquire the shares without consideration, except where the change is due to the expiration of the term of office, a reason deemed legitimate by the Board of Directors, or death. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period, as well as shares subject to a material violation of laws, internal regulations or other rules, or any other specified event determined by the Board of Directors. Under Plan II, the Company may acquire all or part of the shares without consideration if a violation or other specified event occurs during a certain period after the restrictions are lifted; if the shares have already been disposed of, the Company may demand payment of an amount equivalent to their value.
Categories and Number of Persons Covered
3 of the Company's directors (excluding outside directors): service-based, 20,900 shares; performance-based, 94,500 shares. 13 executive officers who do not concurrently serve as directors of the Company: performance-based, 84,500 shares.
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, or otherwise dispose of them in any way.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 17 June 2026, ¥2,249.5. Discount/premium rate: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposition of treasury shares as service-based and performance-linked restricted stock compensation
Number of shares to be issued or disposed ofService-based: 20,900 shares; performance-based: 179,000 shares (total: 199,900 shares)
Issue price and disposal price¥2,249.5 per share
Amount of funds to be raisedTotal payment amount: ¥449,675,050; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares Service-based: 20,900 shares; performance-linked: 94,500 shares, Category 13 executive officers who do not concurrently serve as directors of the Company / Number of Shares 84,500 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, or otherwise dispose of them in any way.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 June 2026, ¥2,249.5. Discount/premium rate: Not disclosed
Transfer restriction periodPlan I: From 10 July 2026 until the relevant Plan I recipient changes from holding a position in any of the eligible positions to no longer holding any such position due to retirement or resignation. Plan II: From 10 July 2026 until the relevant Plan II recipient changes from holding a position in any of the eligible positions to no longer holding any such position due to retirement or resignation.
Conditions for lifting transfer restrictionsPlan I: If the recipient continuously holds an eligible position during the transfer restriction period and changes from the eligible position to no longer holding it due to the expiration of the term of office, a reason deemed legitimate by the Board of Directors, or death, all transfer restrictions will generally be lifted upon expiration of the period. Plan II: If the recipient continuously holds an eligible position during the transfer restriction period and changes from the eligible position to no longer holding it due to the expiration of the term of office, a reason deemed legitimate by the Board of Directors, or death, all transfer restrictions will generally be lifted upon expiration of the period.
Reason for acquisition without considerationIf the recipient changes from holding an eligible position to no longer holding it due to retirement or resignation, the Company will acquire the shares without consideration, except where the change is due to the expiration of the term of office, a reason deemed legitimate by the Board of Directors, or death. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period, as well as shares subject to a material violation of laws, internal regulations or other rules, or any other specified event determined by the Board of Directors. Under Plan II, the Company may acquire all or part of the shares without consideration if a violation or other specified event occurs during a certain period after the restrictions are lifted; if the shares have already been disposed of, the Company may demand payment of an amount equivalent to their value.
Categories and Number of Persons Covered3 of the Company's directors (excluding outside directors): service-based, 20,900 shares; performance-based, 94,500 shares. 13 executive officers who do not concurrently serve as directors of the Company: performance-based, 84,500 shares.
Total Stock-Based CompensationService-based: total monetary compensation receivables of ¥47,014,550. Performance-based: total monetary compensation receivables of ¥402,660,500.
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.

To provide the eligible directors and other recipients with incentives to increase corporate value over the medium to long term and to further promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation Subject to Continued Employment and Performance-Linked Restricted Stock-Based Compensation | ONO PHARMACEUTICAL CO.,LTD. (4528) timely disclosure | Komori