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Share Issuance and Disposal4548SEIKAGAKU CORPORATIONPharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 22,436 treasury shares to 6 directors and executive officers as restricted stock compensation. The shares may not be transferred until immediately after the recipient resigns or retires, and the company will acquire them without consideration if certain conditions are not met.

Worth reading
48Recurring
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Direction
Neutral
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Scale
22436
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,436Shares

22,436 common shares of the company (treasury shares)

4 of the Company's directors, excluding outside directors17,862 shares
2 of the Company's executive officers (excluding those concurrently serving as directors)4,574 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.

¥726 per share
Total issue value

¥16,288,536

Amount of funds to be raised
Total payment amount: ¥16,288,536; estimated net proceeds: ¥0 (as the shares are contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥16,288,536
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 10 July 2026 until immediately after the recipient resigns or retires
Conditions for lifting transfer restrictions
All of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient continuously holds a position as a director of the company or as an executive officer who does not concurrently serve as a director, or another equivalent position, from the payment date through immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. If the recipient resigns or retires upon expiration of the term of office, reaching retirement age, or for another legitimate reason, the restrictions will be released for the number of shares determined based on the period of service.
Reason for acquisition without consideration
The company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are released.
Categories and Number of Persons Covered
4 directors of the company (excluding outside directors): 17,862 shares; 2 executive officers of the company (excluding those concurrently serving as directors): 4,574 shares
Intended allottee's holding policy
The company will promote long-term, stable share ownership. During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
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 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥726. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee, which comprises the Representative Director, President and all outside directors.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is disclosed.
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 of22,436 common shares of the company (treasury shares)
Issue price and disposal price¥726 per share
Total issue value¥16,288,536
Amount of funds to be raisedTotal payment amount: ¥16,288,536; estimated net proceeds: ¥0 (as the shares are contributed in kind)
Payment date10 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 17,862 shares, Name 2 of the Company's executive officers (excluding those concurrently serving as directors) / Number of Shares 4,574 shares
Intended allottee's holding policyThe company will promote long-term, stable share ownership. During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥726. No discount or premium was applied.
Transfer restriction periodFrom 10 July 2026 until immediately after the recipient resigns or retires
Conditions for lifting transfer restrictionsAll of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient continuously holds a position as a director of the company or as an executive officer who does not concurrently serve as a director, or another equivalent position, from the payment date through immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. If the recipient resigns or retires upon expiration of the term of office, reaching retirement age, or for another legitimate reason, the restrictions will be released for the number of shares determined based on the period of service.
Reason for acquisition without considerationThe company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are released.
Categories and Number of Persons Covered4 directors of the company (excluding outside directors): 17,862 shares; 2 executive officers of the company (excluding those concurrently serving as directors): 4,574 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥16,288,536
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee, which comprises the Representative Director, President and all outside directors.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 incentives for sustained increases in corporate value, promote long-term, stable share ownership, and share value with shareholders. In determining this grant, the company considered the deliberations of the Nomination and Compensation Committee, the purpose of the plan, the company's business performance, and the scope of responsibilities of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SEIKAGAKU CORPORATION (4548) timely disclosure | Komori