Komori
Share Issuance and Disposal4886ASKA Pharmaceutical Holdings Co.,Ltd.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to grant 53,600 treasury shares to 22 directors and executive officers as restricted stock compensation. The shares will be subject to transfer restrictions conditional on continued service or the achievement of performance targets.

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Direction
Neutral
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Scale
53600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much53,600Shares

53,600 shares of the Company's common stock (treasury shares)

10 directors of the Company, excluding directors who are Audit and Supervisory Committee members (including 5 outside directors)32,000 shares
1 executive officer of the Company who does not concurrently serve as a director1,600 shares
3 directors of the Company's subsidiaries6,700 shares
8 executive officers of the Company's subsidiaries13,300 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.

¥2,259 per share
Total issue value

¥121,082,400

Amount of funds to be raised
Total amount paid: ¥121,082,400; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥121,082,400. The compensation framework provides for an annual amount of up to ¥140 million, comprising up to ¥70 million per year for the continued-service-based plan and up to ¥70 million per year for the performance-based plan.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares)

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
Eligible recipients other than Eligible Director ②: 12 August 2026 to 11 August 2076 (50 years); Eligible Director ②: 12 August 2026 to 11 August 2041 (15 years)
Conditions for lifting transfer restrictions
For the continued-service-based plan, the recipient must continuously remain in one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, or employee of the Company or one of its subsidiaries. For the performance-based plan, the recipient must also achieve the performance targets predetermined by the Board of Directors.
Reason for acquisition without consideration
Under the continued-service-based plan, the Company will acquire the shares without consideration if the recipient engages in a violation of laws or regulations or otherwise meets any of the conditions specified in the relevant allocation agreement during the transfer restriction period, or if any shares remain subject to transfer restrictions when the restrictions are lifted. Under the performance-based plan, the Company will acquire without consideration any shares that remain subject to transfer restrictions when the restrictions are lifted.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 10 (including 5 outside directors) / Number of allocated shares 32,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 1,600 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 6,700 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 13,300 shares
Intended allottee's holding policy
A transfer restriction period will be established to achieve the sharing of shareholder value over the medium to long term. For all eligible recipients other than Eligible Director ②, the period will run from 12 August 2026 to 11 August 2076. For Eligible Director ②, it will run from 12 August 2026 to 11 August 2041.
Payment date
12 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,259. No discount or premium applies.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of53,600 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,259 per share
Total issue value¥121,082,400
Amount of funds to be raisedTotal amount paid: ¥121,082,400; estimated net proceeds: Not disclosed
Payment date12 August 2026
Intended allotteeName 10 directors of the Company, excluding directors who are Audit and Supervisory Committee members (including 5 outside directors) / Number of Shares 32,000 shares, Name 1 executive officer of the Company who does not concurrently serve as a director / Number of Shares 1,600 shares, Name 3 directors of the Company's subsidiaries / Number of Shares 6,700 shares, Name 8 executive officers of the Company's subsidiaries / Number of Shares 13,300 shares
Intended allottee's holding policyA transfer restriction period will be established to achieve the sharing of shareholder value over the medium to long term. For all eligible recipients other than Eligible Director ②, the period will run from 12 August 2026 to 11 August 2076. For Eligible Director ②, it will run from 12 August 2026 to 11 August 2041.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,259. No discount or premium applies.
Transfer restriction periodEligible recipients other than Eligible Director ②: 12 August 2026 to 11 August 2076 (50 years); Eligible Director ②: 12 August 2026 to 11 August 2041 (15 years)
Conditions for lifting transfer restrictionsFor the continued-service-based plan, the recipient must continuously remain in one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, or employee of the Company or one of its subsidiaries. For the performance-based plan, the recipient must also achieve the performance targets predetermined by the Board of Directors.
Reason for acquisition without considerationUnder the continued-service-based plan, the Company will acquire the shares without consideration if the recipient engages in a violation of laws or regulations or otherwise meets any of the conditions specified in the relevant allocation agreement during the transfer restriction period, or if any shares remain subject to transfer restrictions when the restrictions are lifted. Under the performance-based plan, the Company will acquire without consideration any shares that remain subject to transfer restrictions when the restrictions are lifted.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 10 (including 5 outside directors) / Number of allocated shares 32,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 1,600 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 6,700 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 13,300 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥121,082,400. The compensation framework provides for an annual amount of up to ¥140 million, comprising up to ¥70 million per year for the continued-service-based plan and up to ¥70 million per year for the performance-based plan.
Impact on Business PerformanceThe impact of this disposal of treasury shares 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 promote the sharing of value with shareholders and provide incentives for the sustainable enhancement of corporate value. In addition, outside directors will be included in the plan to enable them to fully perform their management oversight function.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ASKA Pharmaceutical Holdings Co.,Ltd. (4886) timely disclosure | Komori