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Share Issuance and Disposal4893Noile-Immune Biotech Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 97,353 common shares to 5 directors as restricted stock compensation. The shares will be allotted through an in-kind contribution of monetary compensation receivables.

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97353
Shares
Wording
Definitive
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much97,353Shares

97,353 common shares (new shares)

3 directors of the Company (excluding outside directors)83,853 shares
2 outside directors of the Company13,500 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.

¥150 per share
Total issue value

¥14,602,950

Amount of funds to be raised
Total amount paid in: ¥14,602,950; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥14,602,950 (the annual compensation limit is ¥35 million or less, of which the portion for outside directors is ¥5 million or less)
発行済株式総数

0.22% (based on 43,301,765 issued shares as of 31 December 2025)

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 14 May 2026 until the date on which the allottee retires or resigns from all positions as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
Provided that the allottee continuously holds a position as a director, executive officer or employee of the Company through the end of the first fiscal year-end following 14 May 2026, all transfer restrictions on the allotted shares held at the end of the restriction period will be lifted upon expiration of the period. Separate conditions for lifting the restrictions are also prescribed in cases of retirement or resignation for a valid reason, corporate reorganizations and other similar events.
Reason for acquisition without consideration
The Company will acquire the relevant shares without consideration if the allottee retires or resigns without a valid reason before the day preceding the end of the first fiscal year following 14 May 2026, if the transfer restrictions have not been lifted at the end of the restriction period, or if the allottee retires or resigns in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 83,853 shares, Category The Company's outside directors / Number of Employees 2 / Number of allocated shares 13,500 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, used to create a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in an account with SMBC Nikko Securities Inc.
Payment date
14 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 April 2026, ¥150. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The introduction of the restricted stock compensation plan and the related compensation limits were approved at the Company's 10th Annual General Meeting of Shareholders held on 26 March 2025.
Impact on Business Performance
No impact on business performance stated
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 of97,353 common shares (new shares)
Issue price and disposal price¥150 per share
Total issue value¥14,602,950
Amount of funds to be raisedTotal amount paid in: ¥14,602,950; estimated net proceeds: Not disclosed
Payment date14 May 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares 83,853 shares, Category 2 outside directors of the Company / Number of Shares 13,500 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, used to create a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in an account with SMBC Nikko Securities Inc.
Dilution Rate0.22% (based on 43,301,765 issued shares as of 31 December 2025)
Total number of issued shares43,301,765 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 April 2026, ¥150. No discount or premium rate is stated.
Transfer restriction periodFrom 14 May 2026 until the date on which the allottee retires or resigns from all positions as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsProvided that the allottee continuously holds a position as a director, executive officer or employee of the Company through the end of the first fiscal year-end following 14 May 2026, all transfer restrictions on the allotted shares held at the end of the restriction period will be lifted upon expiration of the period. Separate conditions for lifting the restrictions are also prescribed in cases of retirement or resignation for a valid reason, corporate reorganizations and other similar events.
Reason for acquisition without considerationThe Company will acquire the relevant shares without consideration if the allottee retires or resigns without a valid reason before the day preceding the end of the first fiscal year following 14 May 2026, if the transfer restrictions have not been lifted at the end of the restriction period, or if the allottee retires or resigns in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 83,853 shares, Category The Company's outside directors / Number of Employees 2 / Number of allocated shares 13,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥14,602,950 (the annual compensation limit is ¥35 million or less, of which the portion for outside directors is ¥5 million or less)
Procedures under the Corporate Code of ConductThe introduction of the restricted stock compensation plan and the related compensation limits were approved at the Company's 10th Annual General Meeting of Shareholders held on 26 March 2025.
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 provide directors with an incentive to achieve sustained growth in corporate value and to further promote value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Noile-Immune Biotech Inc. (4893) timely disclosure | Komori