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Share Issuance and Disposal4576D.Western Therapeutics Institute, Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 501,200 common shares to its directors and employees, as well as directors of a subsidiary, as restricted stock compensation. The payment date is 14 May 2026.

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Neutral
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Scale
501200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much501,200Shares

501,200 common shares (new shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)226,500 shares
15 employees of the Company197,000 shares
3 directors of 日本革新創薬株式会社 (excluding outside directors)77,700 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.

¥94 per share
Total issue value

¥47,112,800

Amount of funds to be raised
Total payment amount: ¥47,112,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥47,112,800. The total amount of monetary compensation claims for eligible directors is limited to ¥60 million per year.
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
Type I restricted shares: 14 May 2026 to 13 May 2029 (3 years). Type II restricted shares: 14 May 2026 to 13 May 2027 (1 year).
Conditions for lifting transfer restrictions
For Type I restricted shares, the recipient must continuously remain a director of the Company or one of its subsidiaries until the date of the designated annual general meeting of shareholders. In the event of retirement for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service. For Type II restricted shares, the recipient must continuously remain an employee of the Company or one of its subsidiaries during the transfer restriction period. In the event of retirement for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of employment.
Reason for acquisition without consideration
If the recipient loses the position of director or employee before the designated period ends, except where the Company's Board of Directors recognizes a valid reason. Also, if any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or similar event, the Company will acquire them without consideration on the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 226,500 shares, Category Employees of the Company / Number of Employees 15 / Number of allocated shares 197,000 shares, Category Directors of 日本革新創薬株式会社 (excluding outside directors) / Number of Employees 3 / Number of allocated shares 77,700 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. During the transfer restriction period, the shares may not be transferred to third parties, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way.
Payment date
14 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 16 April 2026 was ¥94. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
The introduction of the system was approved at the 20th Annual General Meeting of Shareholders held on 29 March 2018. The system was partially revised at the 25th Annual General Meeting of Shareholders held on 30 March 2023.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of501,200 common shares (new shares)
Issue price and disposal price¥94 per share
Total issue value¥47,112,800
Amount of funds to be raisedTotal payment amount: ¥47,112,800; estimated net proceeds: Not disclosed
Payment date14 May 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 226,500 shares, Name 15 employees of the Company / Number of Shares 197,000 shares, Name 3 directors of 日本革新創薬株式会社 (excluding outside directors) / Number of Shares 77,700 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. During the transfer restriction period, the shares may not be transferred to third parties, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 April 2026 was ¥94. No discount or premium is stated.
Transfer restriction periodType I restricted shares: 14 May 2026 to 13 May 2029 (3 years). Type II restricted shares: 14 May 2026 to 13 May 2027 (1 year).
Conditions for lifting transfer restrictionsFor Type I restricted shares, the recipient must continuously remain a director of the Company or one of its subsidiaries until the date of the designated annual general meeting of shareholders. In the event of retirement for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service. For Type II restricted shares, the recipient must continuously remain an employee of the Company or one of its subsidiaries during the transfer restriction period. In the event of retirement for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of employment.
Reason for acquisition without considerationIf the recipient loses the position of director or employee before the designated period ends, except where the Company's Board of Directors recognizes a valid reason. Also, if any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or similar event, the Company will acquire them without consideration on the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 226,500 shares, Category Employees of the Company / Number of Employees 15 / Number of allocated shares 197,000 shares, Category Directors of 日本革新創薬株式会社 (excluding outside directors) / Number of Employees 3 / Number of allocated shares 77,700 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥47,112,800. The total amount of monetary compensation claims for eligible directors is limited to ¥60 million per year.
Procedures under the Corporate Code of ConductThe introduction of the system was approved at the 20th Annual General Meeting of Shareholders held on 29 March 2018. The system was partially revised at the 25th Annual General Meeting of Shareholders held on 30 March 2023.
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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | D.Western Therapeutics Institute, Inc. (4576) timely disclosure | Komori