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Share Issuance and Disposal4568DAIICHI SANKYO COMPANY,LIMITEDPharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Performance-Linked Stock-Based Compensation Under the Medium-Term Management Plan for Directors and Other Officers

The Company resolved to dispose of 701,100 treasury shares to the Officer Compensation BIP Trust Account as stock compensation linked to the achievement of the medium-term management plan. The covered period runs from fiscal 2026 through fiscal 2030, and eligible recipients include the Company’s directors, excluding outside directors, and executive officers.

Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
701100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked stock compensation under the medium-term management plan

発行・処分する株式数701,100Shares

701,100 common shares of the Company (treasury shares)

Intended allottee
The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)
¥2,614 per share
Total issue value

¥1,832,675,400

Total Stock-Based Compensation
not disclosed (additional trust funding: ¥1.3 billion, including trust compensation and trust expenses)
発行済株式総数

0.04% (as a percentage of the total number of issued shares as of 31 March 2026; also 0.04% as a percentage of the total number of voting rights)

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.

Categories and Number of Persons Covered
The Company’s directors, excluding outside directors, and executive officers. The number of recipients and the number of shares allocated by category are not disclosed.
Payment date
not disclosed (disposal date: 6 August 2026)
Basis for determining the amount to be paid
The closing price of the Company’s shares on the Tokyo Stock Exchange on 29 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,614. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, it was determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions were not required. All corporate auditors confirmed that the disposal price was reasonable and did not constitute a particularly favorable disposal price.
Impact on Business Performance
The impact on the stock market is expected to be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked stock compensation under the medium-term management plan
Number of shares to be issued or disposed of701,100 common shares of the Company (treasury shares)
Issue price and disposal price¥2,614 per share
Total issue value¥1,832,675,400
Payment datenot disclosed (disposal date: 6 August 2026)
Intended allotteeThe Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)
Dilution Rate0.04% (as a percentage of the total number of issued shares as of 31 March 2026; also 0.04% as a percentage of the total number of voting rights)
Total number of issued shares1,894,350,529 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s shares on the Tokyo Stock Exchange on 29 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,614. No discount or premium applies.
Categories and Number of Persons CoveredThe Company’s directors, excluding outside directors, and executive officers. The number of recipients and the number of shares allocated by category are not disclosed.
Total Stock-Based Compensationnot disclosed (additional trust funding: ¥1.3 billion, including trust compensation and trust expenses)
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, it was determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions were not required. All corporate auditors confirmed that the disposal price was reasonable and did not constitute a particularly favorable disposal price.
Impact on Business PerformanceThe impact on the stock market is expected to be minor.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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 Company will continue its performance-linked stock compensation plan to provide incentives to eligible directors and other officers and promote management focused on enhancing shareholder value over the medium to long term. The number of shares to be disposed of represents the maximum number of shares expected to be delivered or otherwise transferred to eligible directors and other officers during the trust period.

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Notice Concerning the Disposal of Treasury Shares as Performance-Linked Stock-Based Compensation Under the Medium-Term Management Plan for Directors and Other Officers | DAIICHI SANKYO COMPANY,LIMITED (4568) timely disclosure | Komori