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Share Issuance and Disposal4536SANTEN PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Post-Delivery Performance-Based Stock Compensation

The company will deliver 68,912 treasury shares to its directors and executive officers as performance-linked share compensation. The disposal date is 30 September 2026, and the total disposal price is ¥128,693,158.

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Details of issuance or disposal

Disposal of treasury shares as deferred-delivery performance-linked share compensation

Who receives how much68,912Shares

68,912 treasury shares

3 directors (excluding outside directors)35,881 shares
7 executive officers33,031 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.

¥1,867.5 per share
Total issue value

¥128,693,158

Amount of funds to be raised
Total payment amount: ¥128,693,158; estimated net proceeds: not applicable (in-kind contribution of monetary compensation receivables granted as share compensation)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥128,693,158
Categories and Number of Persons Covered
3 directors (excluding outside directors): 35,881 shares; 7 executive officers: 33,031 shares
Payment date
30 September 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 2 September 2026, ¥1,867.5. This was the market price immediately before the date of the Board of Directors' resolution. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
Approval of the scheme was obtained at the 110th Annual General Meeting of Shareholders held on 24 June 2022. The performance metrics and payout ratios were deliberated by the Executive Compensation Committee, which has a majority of outside directors, and then approved by the Board of Directors.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as deferred-delivery performance-linked share compensation
Number of shares to be issued or disposed of68,912 treasury shares
Issue price and disposal price¥1,867.5 per share
Total issue value¥128,693,158
Amount of funds to be raisedTotal payment amount: ¥128,693,158; estimated net proceeds: not applicable (in-kind contribution of monetary compensation receivables granted as share compensation)
Payment date30 September 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 35,881 shares, Name 7 executive officers / Number of Shares 33,031 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 2 September 2026, ¥1,867.5. This was the market price immediately before the date of the Board of Directors' resolution. No discount or premium is stated.
Categories and Number of Persons Covered3 directors (excluding outside directors): 35,881 shares; 7 executive officers: 33,031 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥128,693,158
Procedures under the Corporate Code of ConductApproval of the scheme was obtained at the 110th Annual General Meeting of Shareholders held on 24 June 2022. The performance metrics and payout ratios were deliberated by the Executive Compensation Committee, which has a majority of outside directors, and then approved by the Board of Directors.
Items this document does not state (17)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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 and share value, shares will be delivered after the fact based on performance results for fiscal 2023 through fiscal 2025.

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Notice Concerning the Disposal of Treasury Shares as Post-Delivery Performance-Based Stock Compensation | SANTEN PHARMACEUTICAL CO.,LTD. (4536) timely disclosure | Komori