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Share Issuance and Disposal4887SAWAI GROUP HOLDINGS Co.,Ltd.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation and Performance-Linked Restricted Stock Compensation

The Company has resolved to issue 30,789 new shares as compensation to directors, executive officers and others, comprising restricted stock and performance-linked restricted stock. The shares will be subject to transfer restrictions until retirement from office and provisions for the Company to acquire them without consideration under certain conditions.

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Direction
Neutral
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Scale
30789
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation and performance-linked restricted stock compensation

Who receives how much

30,789 shares of the Company’s common stock (17,497 shares as restricted stock compensation and 13,292 shares as performance-linked restricted stock compensation)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 12,060 shares (6,636 shares as restricted stock compensation and 5,424 shares as performance-linked restricted stock compensation)
The Company's executive officers8 (restricted stock compensation), 6 (performance-linked restricted stock compensation) / 13,843 shares (8,146 shares and 5,697 shares)
Executive officers of the Company's subsidiaries3 (under each plan) / 4,886 shares (2,715 shares and 2,171 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.

¥1,658 per share
Total issue value

¥51,048,162

Total Stock-Based Compensation
The total monetary compensation receivables are ¥29,010,026 for restricted stock compensation and ¥22,038,136 for performance-linked restricted stock compensation. The annual compensation limits are ¥50 million for restricted stock and ¥100 million for performance-linked restricted stock.
Existing Shares and Increase
+0.03%Rate of increase
115,487,137 shares115,517,926Shares

0.03% (of the total number of issued shares as of 31 May 2026)

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 24 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or its subsidiaries
Conditions for lifting transfer restrictions
For restricted stock compensation, all transfer restrictions will be lifted provided that the recipient continuously holds the eligible position until the first Annual General Meeting of Shareholders held after the start date. If the recipient retires for a justifiable reason, the restrictions will be lifted in proportion to the number of months in office. For performance-linked restricted stock compensation, all transfer restrictions will be lifted provided that the recipient continuously holds the eligible position throughout the transfer restriction period.
Reason for acquisition without consideration
For restricted stock compensation, the Company will acquire the shares without consideration if the recipient retires before the applicable Annual General Meeting of Shareholders, except where the Board of Directors recognizes a justifiable reason, or if any shares remain subject to transfer restrictions because the conditions for lifting them have not been met. For performance-linked restricted stock compensation, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the transfer restriction period expires. The Company will also acquire without consideration any shares for which the restrictions have not been lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered
3 directors of the Company, 8 executive officers of the Company (restricted stock compensation) and 6 executive officers of the Company (performance-linked restricted stock compensation), and 3 executive officers of the Company’s subsidiaries (under each plan). The number of shares allocated is as stated under the intended recipients.
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,658. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
Approval of the plans and the compensation limits was obtained at the 4th Annual General Meeting of Shareholders held on 25 June 2025.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation and performance-linked restricted stock compensation
Number of shares to be issued or disposed of30,789 shares of the Company’s common stock (17,497 shares as restricted stock compensation and 13,292 shares as performance-linked restricted stock compensation)
Issue price and disposal price¥1,658 per share
Total issue value¥51,048,162
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 12,060 shares (6,636 shares as restricted stock compensation and 5,424 shares as performance-linked restricted stock compensation), Category The Company's executive officers / Number of Employees 8 (restricted stock compensation), 6 (performance-linked restricted stock compensation) / Number of Shares 13,843 shares (8,146 shares and 5,697 shares), Category Executive officers of the Company's subsidiaries / Number of Employees 3 (under each plan) / Number of Shares 4,886 shares (2,715 shares and 2,171 shares)
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Dilution Rate0.03% (of the total number of issued shares as of 31 May 2026)
Total number of issued shares115,487,137 shares → 115,517,926 shares(0.03%)
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,658. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or its subsidiaries
Conditions for lifting transfer restrictionsFor restricted stock compensation, all transfer restrictions will be lifted provided that the recipient continuously holds the eligible position until the first Annual General Meeting of Shareholders held after the start date. If the recipient retires for a justifiable reason, the restrictions will be lifted in proportion to the number of months in office. For performance-linked restricted stock compensation, all transfer restrictions will be lifted provided that the recipient continuously holds the eligible position throughout the transfer restriction period.
Reason for acquisition without considerationFor restricted stock compensation, the Company will acquire the shares without consideration if the recipient retires before the applicable Annual General Meeting of Shareholders, except where the Board of Directors recognizes a justifiable reason, or if any shares remain subject to transfer restrictions because the conditions for lifting them have not been met. For performance-linked restricted stock compensation, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the transfer restriction period expires. The Company will also acquire without consideration any shares for which the restrictions have not been lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered3 directors of the Company, 8 executive officers of the Company (restricted stock compensation) and 6 executive officers of the Company (performance-linked restricted stock compensation), and 3 executive officers of the Company’s subsidiaries (under each plan). The number of shares allocated is as stated under the intended recipients.
Total Stock-Based CompensationThe total monetary compensation receivables are ¥29,010,026 for restricted stock compensation and ¥22,038,136 for performance-linked restricted stock compensation. The annual compensation limits are ¥50 million for restricted stock and ¥100 million for performance-linked restricted stock.
Procedures under the Corporate Code of ConductApproval of the plans and the compensation limits was obtained at the 4th Annual General Meeting of Shareholders held on 25 June 2025.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 share with shareholders the benefits and risks of share price fluctuations, increase the recipients’ motivation to contribute to improvements in business performance and corporate value over the medium to long term, and clarify the linkage between compensation and the Company’s medium- to long-term performance and share value.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation and Performance-Linked Restricted Stock Compensation | SAWAI GROUP HOLDINGS Co.,Ltd. (4887) timely disclosure | Komori