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Share Issuance and Disposal4553TOWA PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Towa Pharmaceutical Co., Ltd. resolved to dispose of 1,188 treasury shares as restricted stock compensation for 3 eligible directors. The shares will be subject to a 30-year transfer restriction, which will be lifted if certain conditions are met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,188Shares

Treasury shares: 1,188 common shares

The Company's directors, excluding outside directors, directors who are Audit & Supervisory Committee members, and directors eligible for medium- to long-term performance-linked, share-price-linked compensation3 / 1,188 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,835 per share
Total issue value

¥4,555,980

Amount of funds to be raised
Total payment amount: ¥4,555,980; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥4,555,980 (the annual limit for restricted stock compensation is ¥100 million or less)
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
30 years (10 July 2026 to 9 July 2056)
Conditions for lifting transfer restrictions
Provided that an eligible director continuously remains a director of the Company throughout the transfer restriction period, all of the allocated shares will be released from the transfer restriction upon expiration of that period. If an eligible director retires upon expiration of the term of office, death, reaching the mandatory retirement age, or for another legitimate reason, the number of shares to be released will be determined based on the period of service and the level of achievement of consolidated operating profit under the medium-term management plan.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors, directors who are Audit & Supervisory Committee members, and directors eligible for medium- to long-term performance-linked, share-price-linked compensation; 1,188 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. The transfer restriction period runs from 10 July 2026 to 9 July 2056.
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 Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,835. No discount or premium rate is stated.
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 ofTreasury shares: 1,188 common shares
Issue price and disposal price¥3,835 per share
Total issue value¥4,555,980
Amount of funds to be raisedTotal payment amount: ¥4,555,980; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeName The Company's directors, excluding outside directors, directors who are Audit & Supervisory Committee members, and directors eligible for medium- to long-term performance-linked, share-price-linked compensation / Number of Employees 3 / Number of Shares 1,188 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. The transfer restriction period runs from 10 July 2026 to 9 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,835. No discount or premium rate is stated.
Transfer restriction period30 years (10 July 2026 to 9 July 2056)
Conditions for lifting transfer restrictionsProvided that an eligible director continuously remains a director of the Company throughout the transfer restriction period, all of the allocated shares will be released from the transfer restriction upon expiration of that period. If an eligible director retires upon expiration of the term of office, death, reaching the mandatory retirement age, or for another legitimate reason, the number of shares to be released will be determined based on the period of service and the level of achievement of consolidated operating profit under the medium-term management plan.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors, directors who are Audit & Supervisory Committee members, and directors eligible for medium- to long-term performance-linked, share-price-linked compensation; 1,188 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥4,555,980 (the annual limit for restricted stock compensation is ¥100 million or less)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 clarify the linkage between the compensation of eligible directors and business performance and shareholder value, heighten their awareness of contributing to increased corporate value and managing the Company with an emphasis on shareholders, and provide incentives to promote the improvement of corporate value over the medium to long term. The disposal is also intended to secure talented personnel as officers and improve the motivation of eligible directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOWA PHARMACEUTICAL CO.,LTD. (4553) timely disclosure | Komori