Mar.05.2026
Management / Finance

Notice Concerning Disposal of Treasury Shares by Third-Party Allotment

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Osaka, Japan, March 5, 2026 - Ono Pharmaceutical Co., Ltd. (Headquarters: Osaka, Japan; President and COO: Toichi Takino; “Ono”) announced that it resolved to dispose of treasury shares by allocation to a third party (“Disposal of Treasury Shares”) at a meeting of the Board of Directors held on March 5, 2026, as described below.

  1. Overview of Disposal

    (1)Disposal date March 25, 2026
    (2)Class and number of shares for disposal 8,398,300 common shares
    (3)Disposal price 2,435.5 yen per share
    (4)Total amount of disposal 20,454,059,650 yen
    (5)Intended disposal recipient The Master Trust Bank of Japan, Ltd.
    (Stock Grant ESOP Trust account)
    (6)Other matters Ono has submitted the extraordinary report as required by the Financial Instruments and Exchange Act in connection with the Disposal of Treasury Shares.

  2. Purpose and Reason for the Disposal

    At the Board of Directors meeting held on March 5, 2026, Ono resolved to adopt the long-term incentive stock compensation plan, “Stock Grant ESOP Trust” ( “ESOP Trust”) for the employees (“the Employees”) of Deciphera Pharmaceuticals, Inc., the.US. subsidiary of Ono (“Deciphera”).
    The Disposal of Treasury Shares is being conducted in connection with the introduction of the ESOP Trust, whereby Ono will dispose of its treasury shares to The Master Trust Bank of Japan, Ltd. (Stock Grant ESOP Trust account), the co-trustee of the ESOP Trust agreement that Ono enters into with Mitsubishi UFJ Trust and Banking Corporation (“the Trust Agreement”).
    The number of shares for disposal represents the number of shares expected to be granted to the eligible Employees during the trust period in accordance with the Share Grant Regulations. The scale of dilution will be 1.68% (rounded to the nearest hundredth) of the total number of issued shares of 498,692,800 shares as of September 30, 2025. In terms of voting rights, it will represent 1.79% of the total number of voting rights of 4,695,453 as of September 30, 2025.
    The shares of Ono allocated through the Disposal of Treasury Shares will be granted to the eligible Employees in accordance with the Share Delivery Policy. Ono has determined that the release of these shares into the stock market will be phased, thereby mitigating the anticipated impact on the market. The number of shares earmarked for disposal and the extent of dilution have been deemed reasonable.
    For the overview of the ESOP trust, please refer to the announcement on March 5, 2026, regarding the “Notice concerning Introduction of Long-Term Incentive Stock Plan for Employees of Deciphera, the U.S. Subsidiary.”

    [The Trust Agreement summary]
    Type of Trust A monetary trust, with the exception of trusts for specific individual management (third-party-benefit trust)
    Purpose of the Trust To grant incentives to Employees who meet the beneficiary requirements
    Settlor Ono
    Trustee Mitsubishi UFJ Trust and Banking Corporation
    (Co-trustee: The Master Trust Bank of Japan, Ltd.)
    Beneficiary The employees who meet the beneficiary requirements
    Trust administrator A third party who has no conflict of interest with Ono(certified public accountant)
    Trust agreement date Scheduled on March 23, 2026
    Trust period Scheduled from March 23, 2026 to March 31, 2029
    Exercise of voting rights The Trustee shall exercise the voting rights of Ono’s shares in accordance with the instructions of the Trust Administrator, reflecting the intent of the beneficiary candidates.

  3. Basis of Calculation and Specific Details of the Disposal Price

    In light of recent stock price trends and to eliminate arbitrariness, the disposal price has been set at 2,435.5 yen, which is the closing price of Ono’s shares on the Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”) on the business day preceding the date of the Board of Directors’ resolution concerning the Disposal of Treasury Shares (March 4, 2026), in accordance with the “Guidance Concerning Handling of Allotment of New Shares to Third Party, Etc.” established by the Japan Securities Dealers Association. The price was adopted because it represented the market price immediately prior to the Board of Directors’ resolution and was deemed highly objective and reasonable as a basis for calculation.
    All Audit and Supervisory Board Members of Ono (consisting of four members, including two Outside Audit & Supervisory Board Members) expressed their opinions that the basis for calculating the disposal price is reasonable, and that it does not particularly fall under an arbitrarily favorable pricing category.

  4. Procedure Required by the Corporate Code of Conduct

    The Disposal of Treasury Shares does not require the procurement of an opinion from an independent third party or require procedures for confirming the intent of shareholders, which are provided for under Article 432 of the Securities Listing Regulations of the Tokyo Stock Exchange, because the dilution ratio of the disposal is less than 25% and the disposal does not involve a change in controlling shareholder.

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