April 3, 2024
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director,President and Chief Executive Officer
Takaaki Fukushima
Vice President Corporate Officer and Chief Financial Officer
TEL: +81-3-5472-1125

Notice of Confirmation of the Terms and Conditions of the New Share Issue(5th Allotment) through Third-Party Allotment based on the Agreement to Set up
a STraight-Equity Issue Program (“STEP”) and Revision of Funds to be Raised throughthe New Share Issue (5th Allotment)
SymBio Pharmaceuticals Limited (the “Company”), as announced in the “Notice of Agreement to Set up
a STraight-Equity Issue Program (“STEP”) and Issue New Shares through Third-Party Allotment” dated
October 6, 2023 (the “Initial Press Release”), resolved at a Board of Directors’ meeting held on the same
day of the Initial Press Release to enter into an agreement with EVO FUND (the “Allottee”) to set up anequity issue program (the “Agreement to Set up an Equity Issue Program”), and based on the equity
issue program established under the Agreement to Set up an Equity Issue Program (the “Program”), toissue new shares in five tranches (shares issued to the Allottee, whether individually or collectively,
under the Program are referred to as the “Shares”). The Company hereby announces that it has
confirmed the terms and conditions of the 5th allotment of the Shares (the “5th Allotment”) at a Board of
Directors’ meeting held on April 3, 2024, as below.
The Company also announces that due to the confirmation of the terms and conditions of the 5thAllotment, the amount of funds to be raised from the 5th Allotment now differs from the amount disclosedon the issuance resolution date. For details of the Shares (5th Allotment), please see the Initial Press
Release.
1. Summary of Offer<Overview of 5th Allotment>
Issuance resolution(1)
date
Allotment resolution
(2)
date

October 6, 2023
April 3, 2024

(3)

Due date of payment

April 19, 2024

(4)

Number of new shares
to be issued

1,050,000 common shares(5)Issue price¥187 per share(6)

Amount of funding¥196,350,000(7)Offer method

Third-party allotment

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the commonstock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

1(8)

(9)

Allottee

EVO FUND

OthersEach of the above items is subject to the effectiveness of the filingunder the Financial Instruments and Exchange Act. After the filingunder the Financial Instruments and Exchange Act becomes
effective, the Company intends to enter into a third-party allotment
agreement with EVO FUND to subscribe for the new shares to beissued through the allotment.

2. Purposes of and Reasons for the Offer
Please refer to “II. Issuance of New Shares through Third-Party Allotment, 2. Purpose of and Reasonsfor the Offer” of the Initial Press Release.
3. Amount to Be Raised, and the Use and Scheduled Disbursement Thereof
Due to the confirmation of the terms and conditions of the 5th Allotment, the amount of funds to beraised from the 5th Allotment was revised from the amount disclosed on the issuance resolution date of¥441,600,000 (estimate) to ¥196,350,000. Due to this change, the expected total payment for newshares under the Program, estimated net proceeds, and the amount to be allocated to the “investment in
new in-licensing and M&A for the purpose of securing long-term growth opportunities” of the specificuses of the amounts to be raised were also revised as below.
(1) Amount to Be Raised (Estimated Net Proceeds)
Total amount to be raised through the Program (estimated net proceeds)
1)

Expected total payment for new shares under the Program¥1,421,250,000

2)Approximate amount of various issuance-related expenses¥24,400,0003)

Estimated net proceeds¥1,396,850,000(Notes) 1. The amounts indicated above take into account the amounts to be paid for the issuance ofshares for the 1st through 4th Allotment, as well as for the 5th allotments, as detailed in “I.
STraight-Equity Issue Program (“STEP”)” of the Initial Press Release. Of the total amountindicated above, the breakdown below indicates the actual amounts for the allotments.
1) Total payment for shares issued in the 1st allotment: ¥379,200,000
2) Total payment for shares issued in the 2nd allotment: ¥313,200,000
3) Total payment for shares issued in the 3rd allotment: ¥276,000,000
4) Total payment for shares issued in the 4th allotment: ¥256,500,000
5) Total payment for shares issued in the 5th allotment: ¥196,350,000
2. The approximate amount of various issuance-related expenses is the approximate amount ofvarious issuance-related expenses required for the entire Program.
3. The approximate amount of various issuance-related expenses breaks down into legal fees
and notification form data preparation fees, fees for registration with the Legal Affairs Bureau,
and various other fees (such as judicial scrivener fees, credit check fees, etc.).
4. The approximate amount of various issuance-related expenses does not include consumption
and other taxes.
(2) Specific Uses of the Amount to Be Raised
The proceeds from the Program are to be used for the following specific purposes. The proceeds will
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the commonstock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

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be kept in bank deposits until they are used for the above purposes.
Specific uses

AmountExpected timing of expenditure(Million yen)

(1) Development funds for antiviraldrug brincidofovir (direct expenses)

658

October 2023 to June 2024

738

October 2023 to June 2024

(2) Development funds for antiviraldrug brincidofovir (indirectexpenses)
Total

1,396(Note) The description above indicates the use of funding raised by the Program overall. For details ofthe Program, please refer to “I. STraight-Equity Issue Program (“STEP”)” of the Initial Press
Release. Proceeds expected to be raised under the Program as a whole are stated as¥1,421,250,000, which is the total amount to be raised under the Program, of ¥1,396,850,000,
less the estimated amount of various issuance-related expenses required under the overall
Program, of ¥24,400,000.
Details on the uses of funds raised are provided below.
1) Development funds for antiviral drug brincidofovir (direct expenses)
SymBio plans to use the development funds for antiviral drugs to cover the following expenses:
among the development funds for the intravenous formulation of the antiviral drug brincidofovir (IVBCV) in-licensed by the Company in September 2019, (1) direct expenses associated with the Phase
II clinical trials for IV BCV already underway in the U.S. aimed at developing a treatment foradenovirus infections after hematopoietic stem cell transplants; (2) in the development of brincidofovirfor BK virus infection after kidney transplants, expenses for clinical trials in Australia and Japan; and(3) development and other expenditures for a Phase I clinical trial targeting cytomegalovirus infection
following hematopoietic stem cell transplantation. Of this amount, expenditures of ¥658 million fromOctober 2023 to June 2024 will be funded by the issuance of the Shares.
2) Expenses related to development of antiviral drug brincidofovir (indirect expenses)
SymBio forecasts expenditures in connection with efforts to strengthen its personnel, organization,and other areas to develop the intravenous formulation of the antiviral drug brincidofovir (IV BCV) for
multiple indications, and in the form of indirect expenses for efforts to reinforce the organization,
including the hiring of CEO and global CMO for the full-scale operation of U.S. subsidiary SymBio
Pharma USA. Of this amount, expenditures of ¥742 million from October 2023 to June 2024 will befunded by the issuance of the Shares.
Further, the possibility exists that fundraising under the Program may not be exercised in part
depending on such factors as the share price and trading volume.
If SymBio cannot procure sufficient funds through the Program, funds will be allocated in thefollowing order of priority: 1) development funds for antiviral drug brincidofovir (direct expense) and 2)
expenses related to development of antiviral drug brincidofovir (indirect expenses). Further, it may
procure funds through other measures or review its business plans. In the event of changes in theuses and breakdown of funds, the pursuit of separate funding, or revisions to its business plans, theCompany will promptly disclose such information in each case.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the commonstock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

3SymBio expects to hold the funds above in its deposit account until apportioned for the uses offunds mentioned above.
On October 6, 2023, SymBio resolved to introduce the Program, with the aim of deploying funds forthe aforementioned uses.
4. Rationality of Issuance Conditions
Please refer to “II. Issuance of New Shares through Third-Party Allotment, 5. Rationality of Issuance
Conditions” of the Initial Press Release. The deviation rate of the issue price of the Shares (3rdAllotment)

to the closing price of common shares of the Company of ¥177 in ordinary trading on the day immediately
preceding the Allotment Resolution Date for the 5th Allotment as announced by the TSE is 5.65% (roundedto the second decimal place). Further, the Company has obtained an opinion from its Audit & Supervisory
Committee that the amount to be paid in for the Shares (5th Allotment) resolved on the Allotment
Resolution Date is not particularly advantageous to the Allottee and is in compliance with laws.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the commonstock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

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Attachment 1

Terms and Conditions Related to the 5th Allotment
1. Class of Shares Offered
Common shares of the Company
2. Number of Shares Offered
1,050,000 shares
3. Issue Price (Amount to Be Paid In under the Companies Act)
¥187 per share
4. Total Issue Price (Amount to Be Paid In under the Companies Act)
¥196,350,000
5. Increases in Capital Stock and Legal Capital Surplus
The increase in capital stock shall be ¥98,175,000, and the increase in legal capital surplus shall be¥98,175,0000.
6. Deadline for Application
April 19, 2024
7. Due Date of Payment
April 19, 2024
8. Method of Offer
All shares are to be allotted to EVO FUND through a third-party allotment.
9. (1) The above paragraphs shall apply on the condition that the notification in accordance with theFinancial Instruments and Exchange Act becomes effective.
(2) Other necessary matters related to this new share issuance shall be entrusted to the representative
director and CEO of SymBio.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the commonstock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

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