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Share Issuance and Disposal4547KISSEI PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to allocate 19,794 restricted shares to 8 directors and 12 executive officers as part of their compensation through the disposal of treasury shares. The payment date is 23 July 2026, the disposal price is ¥3,940 per share, and the total amount is ¥77,988,360.

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Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,794Shares

19,794 shares of the Company's common stock (treasury shares)

8 directors of the Company (excluding outside directors)12,690 shares
12 of the Company's executive officers7,104 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.

¥3,940 per share
Total issue value

¥77,988,360

Amount of funds to be raised
Total payment amount: ¥77,988,360; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥77,988,360
発行済株式総数

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

Not applicable (disposal of treasury shares)

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.

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 23 July 2026 until the date on which the recipient ceases to hold a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold the designated position from the payment date until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the months of service. In the event of a reorganization or similar transaction, the restrictions will be lifted for the number of shares corresponding to the period up to the effective date.
Reason for acquisition without consideration
The Company will acquire without consideration any of the shares allocated under this arrangement for which the restrictions have not been lifted upon expiry of the restricted period or at another time specified in the agreement.
Categories and Number of Persons Covered
8 of the Company's directors (excluding outside directors), 12,690 shares; 12 of the Company's executive officers, 7,104 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. Any shares for which the restrictions have not been lifted upon expiry of the restricted period will be acquired by the Company without consideration.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 22 June 2026, ¥3,940. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 80th Annual General Meeting of Shareholders held on 24 June 2025, approval was obtained for the payment of monetary compensation claims and the maximum number of shares under this plan.
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 of19,794 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,940 per share
Total issue value¥77,988,360
Amount of funds to be raisedTotal payment amount: ¥77,988,360; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 8 directors of the Company (excluding outside directors) / Number of Shares 12,690 shares, Name 12 of the Company's executive officers / Number of Shares 7,104 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. Any shares for which the restrictions have not been lifted upon expiry of the restricted period will be acquired by the Company without consideration.
Dilution RateNot applicable (disposal of treasury shares)
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 closing price of the Company's common stock on the Tokyo Stock Exchange on 22 June 2026, ¥3,940. No discount or premium.
Transfer restriction periodFrom 23 July 2026 until the date on which the recipient ceases to hold a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold the designated position from the payment date until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the months of service. In the event of a reorganization or similar transaction, the restrictions will be lifted for the number of shares corresponding to the period up to the effective date.
Reason for acquisition without considerationThe Company will acquire without consideration any of the shares allocated under this arrangement for which the restrictions have not been lifted upon expiry of the restricted period or at another time specified in the agreement.
Categories and Number of Persons Covered8 of the Company's directors (excluding outside directors), 12,690 shares; 12 of the Company's executive officers, 7,104 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥77,988,360
Procedures under the Corporate Code of ConductAt the 80th Annual General Meeting of Shareholders held on 24 June 2025, approval was obtained for the payment of monetary compensation claims and the maximum number of shares under this plan.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 directors and executive officers with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | KISSEI PHARMACEUTICAL CO.,LTD. (4547) timely disclosure | Komori