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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of 22,198 treasury shares through a third-party allotment to grant restricted stock to eligible employees through the Employee Stock Ownership Association. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of employees who consent to participate in the program.

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Neutral
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Scale
22198
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan

Who receives how much

22,198 shares of the Company's common stock (maximum; Pattern A: 3,300 shares for up to 50 people, Pattern B: 5,808 shares for up to 132 people, Pattern C: 13,090 shares for up to 595 people)

ASKA Pharmaceutical Holdings Employee Stock Ownership Association (22,198 shares, maximum)

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

¥2,259 per share
Total issue value

¥50,145,282 (maximum)

発行済株式総数

0.08% of the total number of issued shares and 0.08% of the total number of voting rights (maximum)

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
From 2 November 2026 through 1 November 2029 (36 months)
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restriction period, provided that the recipient remains a member of the Employee Stock Ownership Association throughout the restriction period. If the recipient withdraws from the association upon reaching the mandatory retirement age or for another legitimate reason, or becomes a non-resident, all or part of the restrictions will be lifted in accordance with the prescribed calculation.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the restricted stock allotment agreement, or if the restrictions remain in place at the time they are scheduled to be lifted.
Categories and Number of Persons Covered
Up to 777 eligible employees of the Company and its subsidiaries (Pattern A: 3,300 shares for up to 50 people, Pattern B: 5,808 shares for up to 132 people, Pattern C: 13,090 shares for up to 595 people)
Payment date
2 November 2026
Basis for determining the amount to be paid
The closing price of ¥2,259 on 10 July 2026 on the Tokyo Stock Exchange Prime Market. This represented a discount of 2.46% to the one-month average of ¥2,316, a discount of 14.24% to the three-month average of ¥2,634, and a discount of 9.46% to the six-month average of ¥2,495.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholder intent. The Audit and Supervisory Committee, consisting of 3 directors including 2 outside directors, has expressed the opinion that the disposal is lawful and does not constitute an issue at a particularly favorable price.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares has been disclosed at this time.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Number of shares to be issued or disposed of22,198 shares of the Company's common stock (maximum; Pattern A: 3,300 shares for up to 50 people, Pattern B: 5,808 shares for up to 132 people, Pattern C: 13,090 shares for up to 595 people)
Issue price and disposal price¥2,259 per share
Total issue value¥50,145,282 (maximum)
Payment date2 November 2026
Intended allotteeASKA Pharmaceutical Holdings Employee Stock Ownership Association (22,198 shares, maximum)
Dilution Rate0.08% of the total number of issued shares and 0.08% of the total number of voting rights (maximum)
Total number of issued shares28,763,199 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥2,259 on 10 July 2026 on the Tokyo Stock Exchange Prime Market. This represented a discount of 2.46% to the one-month average of ¥2,316, a discount of 14.24% to the three-month average of ¥2,634, and a discount of 9.46% to the six-month average of ¥2,495.
Transfer restriction periodFrom 2 November 2026 through 1 November 2029 (36 months)
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restriction period, provided that the recipient remains a member of the Employee Stock Ownership Association throughout the restriction period. If the recipient withdraws from the association upon reaching the mandatory retirement age or for another legitimate reason, or becomes a non-resident, all or part of the restrictions will be lifted in accordance with the prescribed calculation.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the restricted stock allotment agreement, or if the restrictions remain in place at the time they are scheduled to be lifted.
Categories and Number of Persons CoveredUp to 777 eligible employees of the Company and its subsidiaries (Pattern A: 3,300 shares for up to 50 people, Pattern B: 5,808 shares for up to 132 people, Pattern C: 13,090 shares for up to 595 people)
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholder intent. The Audit and Supervisory Committee, consisting of 3 directors including 2 outside directors, has expressed the opinion that the disposal is lawful and does not constitute an issue at a particularly favorable price.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares has been disclosed at this time.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 improve engagement among eligible employees, assist with asset building, provide an incentive for human capital management and the enhancement of corporate value over the medium to long term for the ASKA Pharmaceutical Holdings Group, and promote the sharing of value with shareholders.

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