Press Release

Notice of Treasury Stock Disposal asRemuneration for Restricted StockTOKYO, July 10, 2023 - ASKA Pharmaceutical Holdings Co., Ltd. (Head Office: Minato-ku, Tokyo/ President, Representative Director: Takashi Yamaguchi, hereinafter the “Company”) announced
that its Board of Directors, at a meeting held today, resolved to dispose of treasury stock (the“Treasury Stock Disposal”) as described below.
1. Overview of the Treasury Stock Disposal(1) Payment date(2) Class and number ofshares to be disposed ofAugust 9, 2023
The Company’s ordinary shares: 37,300 shares(3) Disposal price

1,417 yen per share(4) Total disposal amount

52,854,100 yen(5) Allottees

Directors of the Board of the Company’s subsidiaries(and number thereof/(8 persons/ 32,200 shares)

number of shares to be

Corporate Officers of the Company’s subsidiaries

disposed of)(2 persons/ 5,100 shares)(6) Other

The Company has filed a Securities Registration Statement
based on the Financial Instruments and Exchange Act for
the Treasury Stock Disposal.

2. Purpose and Reasons for the Treasury Stock Disposal
At a meeting of the Board of Directors held on May 17, 2021, the Company resolved tointroduce a restricted stock compensation plan (“Plan”) as a new compensation plan for theCompany's directors, excluding outside directors (“Subject Directors”), to provide sustainable
incentives to increase corporate value and share shareholders' value. Furthermore, theCompany received approval for the following items at the Extraordinary General Meeting ofShareholders held on June 24, 2021 as compensation for restricted stock transfers under thePlan.
- The Company shall pay monetary compensation claims of up to 100 million yen per year
to the Subject Directors.
- The restricted stock transfer restriction period shall be between 10 and 50 years, asdetermined by the Company's Board of Directors.

Overview of the Plan
The Subject Directors will pay all the monetary compensation claims paid by the Company underthe Plan as assets contributed in kind. And they will be issued or receive the Treasury Stock
Disposal of the Company's ordinary shares. The total number of ordinary shares to be issued or
disposed of by the Company to the Subject Directors under the Plan shall not exceed 100,000
shares per year. The amount to be paid per share shall be the closing price of the Company'sordinary shares on the Prime Market of the Tokyo Stock Exchange on the business day
immediately preceding the date of each Board resolution (if no transaction is effected on that date,the closing price on the immediately preceding business day).
Upon the issuance or Disposal of the Company’s ordinary shares under the Plan, a restricted
stock allotment agreement shall be executed between the Company and the Subject Directors,
which shall include, among other things, (i) the Subject Directors shall not transfer, grant a security
interest or otherwise dispose of the Company’s ordinary shares allotted under the restricted stockallotment agreement for a certain period, and (ii) the Company shall acquire such ordinary shares
without consideration if certain events occur.
At this time, in addition to the Subject Directors, directors and corporate officers (“SubjectExecutives”) who do not concurrently serve as directors of the Company and its subsidiaries will
be eligible for this Plan for the same purpose as above. In addition, considering the purpose ofthis Plan, the Company's business conditions, the scope of each director's responsibilities, andvarious factors, the Company decided to grant a total of 52,854,100 yen in monetarycompensation claims and 37,300 ordinary shares to motivate each of the Subject Executives
further. In addition, to realize the purpose of introducing this Plan, which is to share shareholder
value over the medium to long term, the transfer restriction period is set at 50 years.
In the Treasury Stock Disposal, the 10 Subject Executives, the scheduled allottees, will pay all of
the monetary compensation claims to the Company and its subsidiaries as assets contributed in
kind and receive a disposition of the Company’s ordinary shares in accordance with this Plan.
The overview of the restricted stock allotment agreement to be executed between the Company
and the Subject Executives in this Treasury Stock Disposal is as follows.
3. Overview of the restricted stock allotment agreement(1) Restricted transfer period: August 9, 2023 - August 8, 2073
(2) Conditions for cancellation of transfer restrictions
The Subject Executives must continuously hold any of the following positions during therestricted transfer period: director, executive officer, corporate officer not concurrently serving
as director, corporate auditor, employee, advisor or counselor, or any other similar position at
the Company or any of its subsidiaries.
(3) Treatment if the Subject Executives retire due to the expiration of their term of office,mandatory retirement age, or other justifiable reasons during the restricted transfer periodi.
Timing of cancellation of restrictions on transfers

Suppose the Subject Executives resign or retire from any of the positions of director,
executive officer, corporate officer not concurrently serving as director, corporate auditor,
employee, advisor or counselor, or any other similar position of the Company or its
subsidiaries due to expiration of term of office, mandatory retirement age or otherjustifiable reasons (except in the case of resignation or retirement due to death). In thatcase, the restriction on transfer shall be lifted immediately after such resignation orretirement. In the event of retirement or resignation due to death, the restriction ontransfer shall be lifted immediately after the retirement or resignation of the Subject
Executives. In the case of retirement due to death, the restriction on transfer shall belifted at a time separately determined by the Board of Directors after the death of theSubject Executives.
ii.
Number of shares subject to cancellation of transfer restrictions
the number of shares*1 obtained by multiplying the number of the allotted shares heldby the Subject Executives at the time of such retirement or resignation as specified in(i) by the number*2 obtained by dividing the period of service (in months) for the restrictedtransfer period by 12.
*1 If the calculation results in a fraction of a unit of shares, it shall be rounded down.
*2 If the number exceeds 1, it shall be 1.
(4) Acquisition by the Company without consideration
The Company shall naturally acquire without consideration any of the allotted shares whosetransfer restriction is not canceled at the time of expiration of the restricted transfer period orat the time of cancellation of the restrictions on transfer as outlined in (3) above.
(5) Stock management
The allotted shares shall be managed in an exclusive account opened by the Subject
Executives with Nomura Securities Co., Ltd. during the restricted transfer period so that theallotted shares may not be transferred, pledged as collateral, or otherwise disposed of during
the restricted transfer period. To ensure the effectiveness of the restrictions on transfer, Etc.,of the allotted shares, the Company has entered into an agreement with Nomura Securities
Co., Ltd. concerning the management of the account for the allotted shares held by each
Subject Executive. The Subject Executives shall agree to the details of the management ofsuch account.
(6) Treatment in organizational restructuring, Etc.
Suppose the following matters are approved at a General Meeting of Shareholders*1 of theCompany during the restricted transfer period by a resolution of the Board of Directors. In thatcase, the Company shall cancel the restrictions on the transfer of the allotted shares held by
the Company at that time multiplied by the number of shares*2 obtained by dividing thenumber*3 of months from the beginning of the restricted transfer period to the monthcontaining such approval by 12. The Company shall naturally acquire without consideration
all of the allotted shares that have yet to be released from the restrictions on transfer as of
the time immediately following the release of the restrictions on transfer.
- Merger agreement under which the Company will become a dissolving company- Share exchange agreement under which the Company becomes a wholly owned
subsidiary-Share transfer plan in which the Company becomes a wholly-owned subsidiary or any
other reorganization, Etc.
*1 If approval by a General Meeting of Shareholders of the Company is not required for suchorganizational restructuring, Etc., the approval of the Board of Directorsof the Company shall be required.
*2 If the calculation results in a fraction of a unit of shares, it shall be rounded down.
*3 If the number exceeds 1, it shall be 1.
4. Basis of calculation and details of the paid-in amountThis Treasury Stock Disposal to the allottees will be made with the monetary compensation
claims paid as restricted stock compensation for the third fiscal year of the Company under
this Plan as the invested assets. In order to eliminate arbitrariness, the Disposal price is set
at 1,417 yen, which is the closing price of the Company's ordinary shares on the Prime Marketof the Tokyo Stock Exchange on July 7, 2023 (the business day immediately preceding thedate of the Board of Directors resolution). The price is the market share price immediately
prior to the date of the Board of Directors' resolution, and the Company deems it to be areasonable and not particularly favorable price.

Media Contacts
ASKA Pharmaceutical Holdings Co., Ltd.
Corporate Planning Department
Tel: +81-3-5484-8366
Email: kouhou@aska-pharma.co.jp