Notice on the Disposal of Treasury Stock as a Post-Delivery Type Performance-Linked Stock Compensation

Disposal of treasury stock under performance-linked stock compensation

Santen Pharmaceutical will dispose of treasury stock in the form of a combination of stock and cash for eligible directors, etc., who completed the performance evaluation period for fiscal years 2023–2025 as part of the post-delivery type performance-linked stock compensation. The disposal will be executed on September 30, 2026, consisting of 68,912 shares for a total amount of 128,693,158 yen, calculated at 1,867.5 yen per share. The recipients comprise internal directors and executive officers (3 and 7 individuals, respectively), and an advance notice under the Financial Instruments and Exchange Act has been filed.

Evaluation period and payout rate settings

The evaluation period runs from fiscal 2023 to 2025, with assessments determined based on relative TSR (total shareholder return) and ESG-related metrics. The payout rate is set up to a maximum of 200% and is determined according to relative ranking and ESG scores. Specifically, relative TSR assigns 200% to the top 1/4, 100% to the top half, 50% to the bottom half, and 0% to the bottom; ESG indicators will also influence the payout rate based on performance such as selection in the World/Asia Pacific Index.