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Share Issuance and Disposal4568DAIICHI SANKYO COMPANY,LIMITEDPharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Daiichi Sankyo resolved to dispose of 84,081 treasury shares as restricted stock compensation for 3 directors and 27 executive officers. In principle, the shares may not be transferred until the recipients retire or leave the Company, and shares that do not meet the applicable conditions will be acquired by the Company without consideration.

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84081
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much84,081Shares

84,081 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 19,935 shares
The Company's executive officers27 / 64,146 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.

¥2,541.5 per share
Total issue value

¥213,691,862

Amount of funds to be raised
Total amount paid: ¥213,691,862; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥213,691,862. The total annual amount of restricted stock compensation paid to eligible directors is capped at ¥160 million.
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 16 July 2026 until immediately after the recipient retires from or leaves any position as a director of the Company or as an executive officer who does not concurrently serve as a director.
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director of the Company or executive officer who does not concurrently serve as a director from the disposal date until immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. For executive officers, this period runs from the first day of the fiscal year in which the allocation date falls through the end of that fiscal year. In the event of retirement or departure upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the shares held by a percentage corresponding to the period in office or service.
Reason for acquisition without consideration
At the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 19,935 shares; 27 executive officers of the Company, 64,146 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
16 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 19 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,541.5. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Compensation Committee, a majority of whose members are outside directors.
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 of84,081 common shares of the Company (treasury shares)
Issue price and disposal price¥2,541.5 per share
Total issue value¥213,691,862
Amount of funds to be raisedTotal amount paid: ¥213,691,862; estimated net proceeds: Not disclosed
Payment date16 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 19,935 shares, Category The Company's executive officers / Number of Employees 27 / Number of Shares 64,146 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 19 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,541.5. No discount or premium rate was stated.
Transfer restriction periodFrom 16 July 2026 until immediately after the recipient retires from or leaves any position as a director of the Company or as an executive officer who does not concurrently serve as a director.
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director of the Company or executive officer who does not concurrently serve as a director from the disposal date until immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. For executive officers, this period runs from the first day of the fiscal year in which the allocation date falls through the end of that fiscal year. In the event of retirement or departure upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the shares held by a percentage corresponding to the period in office or service.
Reason for acquisition without considerationAt the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 19,935 shares; 27 executive officers of the Company, 64,146 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥213,691,862. The total annual amount of restricted stock compensation paid to eligible directors is capped at ¥160 million.
Procedures under the Corporate Code of ConductThe matter was deliberated by the Compensation Committee, a majority of whose members are outside directors.
Items this document does not state (13)
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 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 an incentive for the sustained enhancement of corporate value and promote value sharing with shareholders. The Company also considered the deliberations of the Compensation Committee, the purpose of the system and the scope of responsibilities of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DAIICHI SANKYO COMPANY,LIMITED (4568) timely disclosure | Komori