Apr 24, 2026
- Corporate
Determination of Details Regarding Share Acquisition Associated with the Introduction of the Trust-Based Stock Compensation System
| Name of listed company: | Chugai Pharmaceutical Co., Ltd. |
| Code number: | 4519 (Prime Market of Tokyo Stock Exchange) |
| Head office: | 1-1, Nihonbashi-Muromachi 2-Chome, Chuo-ku, Tokyo |
| President & CEO: | Osamu Okuda |
| Inquiries to: | Kae Miyata |
| Head of Corporate Communications Dept. | |
| Tel: | For media: +81-(0)3-3273-0881 |
| For investors: +81-(0)3-3273-0554 |
TOKYO, April 24, 2026 -- Chugai Pharmaceutical Co., Ltd. announced that, at the meeting of the Board of Directors held today, it resolved details regarding the introduction of the trust-based stock compensation system, including the scale and timing of acquisition of the Company’s shares, as follows.
The revision of the stock compensation system, including the introduction of this system for the Company’s directors and the Company’s subsidiaries’ directors, as announced in the “Revision of the Stock Compensation System” dated January 29, 2026, was approved at the 115th Annual General Meeting of Shareholders held on March 26, 2026, as well as at the Extraordinary General Meetings of Shareholders of the Company’s subsidiaries that are subject to this system.
Details of the Executive Compensation BIP Trust Agreement
| (1) Type of Trust |
Monetary trust other than a specified solely-administered |
| (2) Purpose of Trust |
Granting incentives to Directors, etc. |
| (3) Trustor |
The Company |
| (4) Trustee |
Mitsubishi UFJ Trust and Banking Corporation |
| (5) Beneficiaries |
The Company’s directors*, and the Company’s subsidiaries’ |
| (6) Trust Administrator |
A third party with no interest relationship with the |
| (7) Trust Agreement Date |
April 27, 2026 |
| (8) Trust Period |
April 27, 2026 to the end of May, 2030 |
| (9) System Commencement Date |
April 27, 2026 |
| (10) Exercise of Voting Rights |
No |
| (11) Type of Shares to Be Acquired |
Common shares of the Company |
| (12) Trust Fund Amount |
1,860 million yen |
| (13) Timing of Share Acquisition |
May 1, 2026 to the end of May, 2026 |
| (14) Method of Share Acquisition |
From the stock market |
Details of the Stock Grant ESOP Trust Agreement
| (1) Type of Trust |
Monetary trust other than a specified solely-administered |
| (2) Purpose of Trust |
Granting incentives to Employees, etc. |
| (3) Trustor |
The Company |
| (4) Trustee |
Mitsubishi UFJ Trust and Banking Corporation |
| (5) Beneficiaries |
Executive officers and employees of the Company, and |
| (6) Trust Administrator |
A third party with no interest relationship with the |
| (7) Trust Agreement Date |
April 27, 2026 |
| (8) Trust Period |
April 27, 2026 to the end of May, 2030 |
| (9) System Commencement Date |
April 27, 2026 |
| (10) Exercise of Voting Rights |
No |
| (11) Type of Shares to Be Acquired |
Common shares of the Company |
| (12) Trust Fund Amount |
2,500 million yen |
| (13) Timing of Share Acquisition |
May 1, 2026 to the end of May, 2026 |
| (14) Method of Share Acquisition |
From the stock market |
Contact:
- For Media
- Chugai Pharmaceutical Co., Ltd.
- Media Relations Group, Corporate Communications Dept.,
- Naoki Kouzai
- Tel: +81-3-3273-0881
- E-mail: pr@chugai-pharm.co.jp
- For Investors
- Chugai Pharmaceutical Co., Ltd.
- Investor Relations Group, Corporate Communications Dept.,
- Takayuki Sakurai
- Tel: +81-3-3273-0554
- E-mail: ir@chugai-pharm.co.jp