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Share Issuance and Disposal4579RaQualia Pharma Inc.Pharmaceuticals

Notice Concerning the Issuance of New Shares as Restricted Stock Compensation for Directors

The Company resolved to issue 12,840 common shares to 2 directors as restricted stock compensation. The issue price is ¥795 per share, and the payment date is 24 April 2026.

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12840
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much12,840Shares

12,840 common shares (new shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)12,840 shares

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

¥795 per share
Total issue value

¥10,207,800

Amount of funds to be raised
Total payment amount: ¥10,207,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims of up to ¥15 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
From 24 April 2026 (the payment date) until the date on which the holder ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Provided that the applicable director continuously holds the position of director of the Company throughout the restricted period, all transfer restrictions on the shares allocated under this arrangement will be lifted upon expiry of the restricted period. The same applies if the director ceases to hold the position between 24 April 2026 and the point at which 1 April 2027 arrives due to death, expiry of the term of office, or another reason deemed legitimate by the Company's Board of Directors. The treatment of the shares in the event of a corporate reorganization or similar transaction is also specified.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the restricted period or at other applicable times. In addition, if a specified event occurs during the restricted period, such as the applicable director receiving a sentence of imprisonment or a more severe punishment, the Company will acquire all shares allocated under this arrangement without consideration.
Categories and Number of Persons Covered
2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors); 12,840 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 24 April 2026 until the date on which the holder ceases to hold the position of director of the Company.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥795. No discount or premium rate was stated.
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 of12,840 common shares (new shares)
Issue price and disposal price¥795 per share
Total issue value¥10,207,800
Amount of funds to be raisedTotal payment amount: ¥10,207,800; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 12,840 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 24 April 2026 until the date on which the holder ceases to hold the position of director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥795. No discount or premium rate was stated.
Transfer restriction periodFrom 24 April 2026 (the payment date) until the date on which the holder ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsProvided that the applicable director continuously holds the position of director of the Company throughout the restricted period, all transfer restrictions on the shares allocated under this arrangement will be lifted upon expiry of the restricted period. The same applies if the director ceases to hold the position between 24 April 2026 and the point at which 1 April 2027 arrives due to death, expiry of the term of office, or another reason deemed legitimate by the Company's Board of Directors. The treatment of the shares in the event of a corporate reorganization or similar transaction is also specified.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the restricted period or at other applicable times. In addition, if a specified event occurs during the restricted period, such as the applicable director receiving a sentence of imprisonment or a more severe punishment, the Company will acquire all shares allocated under this arrangement without consideration.
Categories and Number of Persons Covered2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors); 12,840 shares
Total Stock-Based CompensationMonetary compensation claims of up to ¥15 million per year
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 provide directors with an incentive to sustainably enhance the Company's corporate value and to promote long-term value sharing with shareholders.

How to read this page

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Notice Concerning the Issuance of New Shares as Restricted Stock Compensation for Directors | RaQualia Pharma Inc. (4579) timely disclosure | Komori