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Share Issuance and Disposal4599StemRIM Inc.Pharmaceuticals

Notice Concerning the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to newly issue 550,000 common shares as restricted stock compensation to 3 directors and 3 Audit & Supervisory Board members. The shares may not be transferred until the holder retires or leaves the Company, and will be acquired without compensation if certain specified events occur.

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Scale
550000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much550,000Shares

550,000 common shares (new shares)

3 directors of the Company500,000 shares (of which 29,000 shares are allocated to 1 outside director)
3 Audit & Supervisory Board members of the Company50,000 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.

¥119 per share
Total issue value

¥65,450,000

Amount of funds to be raised
Total payment amount: ¥65,450,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
For directors: up to ¥300 million per year, of which up to ¥60 million is for outside directors; for Audit & Supervisory Board members: up to ¥30 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 the payment date until the holder retires or leaves the position of director, Audit & Supervisory Board member or other such position at the Company
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the restricted period, provided that the holder has continuously held the position of director, executive officer, corporate officer, Audit & Supervisory Board member, employee, adviser, consultant or other equivalent position at the Company or one of its subsidiaries during the restricted period. In the event of retirement or departure upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, or in the event of death, the restrictions will also be lifted at the specified time for the specified number of shares.
Reason for acquisition without consideration
Shares for which the restrictions have not been lifted upon expiry of the restricted period; retirement or departure without a legitimate reason; a sentence of imprisonment or a more serious penalty; the filing of a petition to commence bankruptcy or other proceedings; seizure or similar action; a material violation of laws, internal rules or contracts; engaging in a competing business; a decrease in base annual income resulting from a revision to the compensation system; or other cases determined by the Board of Directors to be appropriate.
Categories and Number of Persons Covered
Category Director / Number of Employees 3 people / Number of allocated shares 500,000 shares (of which 29,000 shares are allocated to 1 outside director), Category Audit & Supervisory Board Members / Number of Employees 3 people / Number of allocated shares 50,000 shares
Intended allottee's holding policy
From the payment date under the allocation agreement until the holder retires or leaves the position of director, Audit & Supervisory Board member or other such position at the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
9 December 2026
Basis for determining the amount to be paid
The closing price of the common shares on the Tokyo Stock Exchange Growth Market on 10 November 2026, the business day preceding the date of the Board of Directors resolution, was ¥119. The discount or premium rate is Not disclosed.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 27 October 2021, approval was obtained for this system, the total compensation amount, and the maximum number of shares to be issued or disposed of.
Impact on Business Performance
Impact on financial results: 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 of550,000 common shares (new shares)
Issue price and disposal price¥119 per share
Total issue value¥65,450,000
Amount of funds to be raisedTotal payment amount: ¥65,450,000. Estimated net proceeds: Not disclosed
Payment date9 December 2026
Intended allotteeCategory 3 directors of the Company / Number of Shares 500,000 shares (of which 29,000 shares are allocated to 1 outside director), Category 3 Audit & Supervisory Board members of the Company / Number of Shares 50,000 shares
Intended allottee's holding policyFrom the payment date under the allocation agreement until the holder retires or leaves the position of director, Audit & Supervisory Board member or other such position at the Company, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the common shares on the Tokyo Stock Exchange Growth Market on 10 November 2026, the business day preceding the date of the Board of Directors resolution, was ¥119. The discount or premium rate is Not disclosed.
Transfer restriction periodFrom the payment date until the holder retires or leaves the position of director, Audit & Supervisory Board member or other such position at the Company
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the restricted period, provided that the holder has continuously held the position of director, executive officer, corporate officer, Audit & Supervisory Board member, employee, adviser, consultant or other equivalent position at the Company or one of its subsidiaries during the restricted period. In the event of retirement or departure upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, or in the event of death, the restrictions will also be lifted at the specified time for the specified number of shares.
Reason for acquisition without considerationShares for which the restrictions have not been lifted upon expiry of the restricted period; retirement or departure without a legitimate reason; a sentence of imprisonment or a more serious penalty; the filing of a petition to commence bankruptcy or other proceedings; seizure or similar action; a material violation of laws, internal rules or contracts; engaging in a competing business; a decrease in base annual income resulting from a revision to the compensation system; or other cases determined by the Board of Directors to be appropriate.
Categories and Number of Persons CoveredCategory Director / Number of Employees 3 people / Number of allocated shares 500,000 shares (of which 29,000 shares are allocated to 1 outside director), Category Audit & Supervisory Board Members / Number of Employees 3 people / Number of allocated shares 50,000 shares
Total Stock-Based CompensationFor directors: up to ¥300 million per year, of which up to ¥60 million is for outside directors; for Audit & Supervisory Board members: up to ¥30 million per year
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 27 October 2021, approval was obtained for this system, the total compensation amount, and the maximum number of shares to be issued or disposed of.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (12)
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 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 promote the sustained enhancement of corporate value over the medium to long term, strengthen incentives to increase market capitalisation in the future, and promote value sharing with shareholders that includes not only the benefits of a rise in the share price but also the risks of a decline.

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Notice Concerning the Issuance of New Shares as Restricted Stock Compensation | StemRIM Inc. (4599) timely disclosure | Komori