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Share Issuance and Disposal4552JCR Pharmaceuticals Co.,Ltd.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 216,000 treasury shares to 23 directors, executive officers and employees as restricted stock compensation. The shares will be subject to transfer restrictions from 22 July 2026 through 21 July 2029.

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Scale
216000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much216,000Shares

216,000 common shares of the Company (treasury shares)

The Company's directors11 / 153,000 shares
The Company's executive officers who do not concurrently serve as directors9 / 57,000 shares
Employees of the Company3 / 6,000 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.

¥456 per share
Total issue value

¥98,496,000

Amount of funds to be raised
Total payment amount: ¥98,496,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥98,496,000
発行済株式総数

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

As this is a disposal of treasury shares, no dilution rate resulting from an increase in the total number of issued shares is disclosed

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
22 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictions
During the transfer restriction period, the recipient must continuously hold one of the following positions at the Company or one of its subsidiaries: director, executive officer who does not concurrently serve as a director, adviser, consultant, employee or other equivalent position. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the retirement or resignation. The transfer restrictions will also be lifted on the prescribed shares in the event of a corporate reorganization or similar transaction.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the prescribed date for lifting the transfer restrictions.
Categories and Number of Persons Covered
11 directors of the Company: 153,000 shares; 9 executive officers of the Company who do not concurrently serve as directors: 57,000 shares; 3 employees of the Company: 6,000 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner. If a recipient remains continuously in the relevant position or employed for the prescribed period, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥456. No discount or premium rate is disclosed.
Procedures under the Corporate Code of Conduct
The matter was fully deliberated by the Nomination and Compensation Advisory Committee. No disclosure is made regarding obtaining an opinion from another independent third party or confirming the intentions of shareholders.
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 of216,000 common shares of the Company (treasury shares)
Issue price and disposal price¥456 per share
Total issue value¥98,496,000
Amount of funds to be raisedTotal payment amount: ¥98,496,000; estimated net proceeds: not disclosed
Payment date22 July 2026
Intended allotteeCategory The Company's directors / Number of Employees 11 / Number of Shares 153,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of Shares 57,000 shares, Category Employees of the Company / Number of Employees 3 / Number of Shares 6,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner. If a recipient remains continuously in the relevant position or employed for the prescribed period, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Dilution RateAs this is a disposal of treasury shares, no dilution rate resulting from an increase in the total number of issued shares is disclosed
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 Prime Market of the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥456. No discount or premium rate is disclosed.
Transfer restriction period22 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictionsDuring the transfer restriction period, the recipient must continuously hold one of the following positions at the Company or one of its subsidiaries: director, executive officer who does not concurrently serve as a director, adviser, consultant, employee or other equivalent position. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the retirement or resignation. The transfer restrictions will also be lifted on the prescribed shares in the event of a corporate reorganization or similar transaction.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the prescribed date for lifting the transfer restrictions.
Categories and Number of Persons Covered11 directors of the Company: 153,000 shares; 9 executive officers of the Company who do not concurrently serve as directors: 57,000 shares; 3 employees of the Company: 6,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥98,496,000
Procedures under the Corporate Code of ConductThe matter was fully deliberated by the Nomination and Compensation Advisory Committee. No disclosure is made regarding obtaining an opinion from another independent third party or confirming the intentions of shareholders.
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 incentives for the sustained enhancement of corporate value, promote value sharing with shareholders, and further increase the motivation of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JCR Pharmaceuticals Co.,Ltd. (4552) timely disclosure | Komori