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Share Issuance and Disposal4543TERUMO CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Terumo resolved to dispose of 116,206 treasury shares as restricted stock compensation for its directors, officers, fellows and employees. The recipients may not transfer the shares for a specified period, and the transfer restrictions will be lifted if they satisfy conditions including remaining in the relevant position or employment.

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116206
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much116,206Shares

116,206 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 53,816 shares
The Company's officers (executive officers and officers in charge)16 / 47,722 shares
The Company's fellows2 / 3,778 shares
Employees of the Company22 / 10,890 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.

¥2,179.5 per share
Total issue value

¥253,270,977

Amount of funds to be raised
Total payment amount: ¥253,270,977 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Monetary compensation claims: ¥253,270,977. The total amount of monetary compensation claims paid as compensation and other remuneration to eligible directors is capped at ¥200 million per year, and the number of restricted shares granted to eligible directors is capped at 200,000 shares per fiscal year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 4 August 2026 to 3 August 2056 (30 years)
Conditions for lifting transfer restrictions
In principle, the recipient must continuously hold the prescribed position or remain employed through the first annual general meeting of shareholders, fiscal year-end or 31 July 2027, whichever comes first after the start date of the restriction period. If the recipient retires or leaves employment for a valid reason, a portion of the restrictions will be lifted in proportion to the period of service. In the event of a corporate reorganization or similar transaction, a portion of the restrictions will also be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient retires or leaves employment without a valid reason before the prescribed date, if any shares remain subject to transfer restrictions because the conditions for lifting those restrictions have not been satisfied, or if any shares remain subject to transfer restrictions following a corporate reorganization or similar transaction.
Stock Split RatioImplemented with 1 April 2024 as the effective date. The number of shares into which each share was split: Not disclosed.
Categories and Number of Persons Covered
The Company's directors: 4 people, 53,816 shares; the Company's officers: 16 people, 47,722 shares; the Company's fellows: 2 people, 3,778 shares; the Company's employees: 22 people, 10,890 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
4 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, ¥2,179.5. Discount/premium: 0%.
Most recent equity financing
Timing 9 May 2019 and 21 June 2019 / Type Introduction of the restricted stock compensation plan and establishment of the compensation limit at the General Meeting of Shareholders / Amount Up to ¥200 million per year
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 of116,206 common shares of the Company (treasury shares)
Issue price and disposal price¥2,179.5 per share
Total issue value¥253,270,977
Amount of funds to be raisedTotal payment amount: ¥253,270,977 (estimated net proceeds: Not disclosed)
Payment date4 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 53,816 shares, Name The Company's officers (executive officers and officers in charge) / Number of Employees 16 / Number of Shares 47,722 shares, Name The Company's fellows / Number of Employees 2 / Number of Shares 3,778 shares, Name Employees of the Company / Number of Employees 22 / Number of Shares 10,890 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, ¥2,179.5. Discount/premium: 0%.
Transfer restriction periodFrom 4 August 2026 to 3 August 2056 (30 years)
Conditions for lifting transfer restrictionsIn principle, the recipient must continuously hold the prescribed position or remain employed through the first annual general meeting of shareholders, fiscal year-end or 31 July 2027, whichever comes first after the start date of the restriction period. If the recipient retires or leaves employment for a valid reason, a portion of the restrictions will be lifted in proportion to the period of service. In the event of a corporate reorganization or similar transaction, a portion of the restrictions will also be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient retires or leaves employment without a valid reason before the prescribed date, if any shares remain subject to transfer restrictions because the conditions for lifting those restrictions have not been satisfied, or if any shares remain subject to transfer restrictions following a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredThe Company's directors: 4 people, 53,816 shares; the Company's officers: 16 people, 47,722 shares; the Company's fellows: 2 people, 3,778 shares; the Company's employees: 22 people, 10,890 shares
Total Stock-Based CompensationMonetary compensation claims: ¥253,270,977. The total amount of monetary compensation claims paid as compensation and other remuneration to eligible directors is capped at ¥200 million per year, and the number of restricted shares granted to eligible directors is capped at 200,000 shares per fiscal year.
Stock Split RatioImplemented with 1 April 2024 as the effective date. The number of shares into which each share was split: Not disclosed.
Most recent equity financingTiming 9 May 2019 and 21 June 2019 / Type Introduction of the restricted stock compensation plan and establishment of the compensation limit at the General Meeting of Shareholders / Amount Up to ¥200 million per year
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMajor 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 enable recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to an increase in the share price and corporate value. Compensation for each recipient is determined after taking into comprehensive consideration factors including the recipient's level of contribution.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TERUMO CORPORATION (4543) timely disclosure | Komori