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Share Issuance and Disposal4588Oncolys BioPharma Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to newly issue 17,700 common shares as restricted stock compensation to 3 directors and 20 employees. The payment date is 24 November 2026, and the shares will be subject to transfer restrictions through 30 November 2028.

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17700
shares
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Details of issuance or disposal

Issuance of New Shares as Restricted Stock Compensation

Who receives how much17,700Shares

17,700 new shares

Directors of the Company (excluding outside directors)3 people / 7,000 shares
Employees of the Company20 / 10,700 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.

¥7,550 per share
Total issue value

¥133,635,000

Amount of funds to be raised
Total payment amount: ¥133,635,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥133,635,000. The annual compensation limit for directors is ¥300 million or less.
Existing Shares and Increase
+0.06%Rate of increase
29,319,700 shares29,337,400Shares

0.06% (17,700 shares out of 29,319,700 issued shares; calculated from the figures stated in the document)

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.

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
24 November 2026 to 30 November 2028
Conditions for lifting transfer restrictions
Subject to the allotment recipients continuously holding the position of director or employee of the Company or employee of a subsidiary of the Company for the prescribed period, all transfer restrictions on the allotted shares held at the end of the period will be lifted. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If the recipient resigns or retires during the prescribed period, except where the Board of Directors recognizes a valid reason, or if the transfer restrictions have not been lifted at the end of the period. Shares whose restrictions have not been lifted as of the business day preceding the effective date of a reorganization or similar transaction will also be acquired without consideration.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 people / Number of allocated shares 7,000 shares, Category Employees of the Company / Number of Employees 20 / Number of allocated shares 10,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
24 November 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 5 November 2026 was ¥7,550. Discount/premium rate: 0% (not explicitly stated)
Impact on Business Performance
The impact of this issuance on business performance is not disclosed
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 of17,700 new shares
Issue price and disposal price¥7,550 per share
Total issue value¥133,635,000
Amount of funds to be raisedTotal payment amount: ¥133,635,000; estimated net proceeds: Not disclosed
Payment date24 November 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 people / Number of Shares 7,000 shares, Category Employees of the Company / Number of Employees 20 / Number of Shares 10,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Dilution Rate0.06% (17,700 shares out of 29,319,700 issued shares; calculated from the figures stated in the document)
Total number of issued shares29,319,700 shares → 29,337,400 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 5 November 2026 was ¥7,550. Discount/premium rate: 0% (not explicitly stated)
Transfer restriction period24 November 2026 to 30 November 2028
Conditions for lifting transfer restrictionsSubject to the allotment recipients continuously holding the position of director or employee of the Company or employee of a subsidiary of the Company for the prescribed period, all transfer restrictions on the allotted shares held at the end of the period will be lifted. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf the recipient resigns or retires during the prescribed period, except where the Board of Directors recognizes a valid reason, or if the transfer restrictions have not been lifted at the end of the period. Shares whose restrictions have not been lifted as of the business day preceding the effective date of a reorganization or similar transaction will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 people / Number of allocated shares 7,000 shares, Category Employees of the Company / Number of Employees 20 / Number of allocated shares 10,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥133,635,000. The annual compensation limit for directors is ¥300 million or less.
Impact on Business PerformanceThe impact of this issuance on business performance is not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

To enable directors and employees to share the benefits and risks of share price movements with shareholders and increase their 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 Compensation | Oncolys BioPharma Inc. (4588) timely disclosure | Komori