Santen Pharmaceutical : Notice on the Disposal of Treasury Shares Under Restricted Stock-Linked Remuneration Program

June 24, 2022

Notice on the Disposal of Treasury Shares

Under Restricted Stock-Linked Remuneration Program

Santen Pharmaceutical Co., Ltd. (Head Office: Osaka; President and CEO: Shigeo Taniuchi; hereinafter, the "Company") announced that its Board of Directors decided today to dispose of treasury shares (hereinafter, the "disposal of shares" or the "disposal"), details of which are provided below.

Details

1. Outline of the disposal

(1)	Disposal date	July 22, 2022
(2)	Type and number of
	shares to be disposed	104,654 common shares
	of
(3)	Disposal price	1,034 yen per share
(4)	Total amount of share	108,212,236 yen
disposal
(5)	Recipients of
	allotment of shares to
	be disposed of,	3 Directors (excluding outside directors): 52,333 shares
	number thereof, and
	8 Corporate Officers: 52,321 shares
	number of shares
	allotted to be
	disposed of
(6)		The disposal of shares will be conditional on the validity of the
	Other	securities registration statement filed pursuant to the Financial
		Instruments and Exchange Act.

2. Purpose of and reasons for the disposal

At a meeting of its Board of Directors held on May 9, 2018, the Company decided to introduce a restricted stock-linked remuneration program (hereinafter, the "Program") as part of a stock-linked remuneration program for the purpose of providing the Company's Directors excluding Outside Directors (hereinafter, the "Target Directors") and Corporate Officers (hereinafter, with the Target Directors referred to collectively as the "Target Directors etc.") with medium- to long-term incentives and promoting the sharing of value with shareholders. Furthermore, the introduction of the Program was approved at the 106th annual general meeting of shareholders held on June 26, 2018.

An overview of the restricted stock allotment agreement that will be concluded between the Company and each Target Director, etc. in conjunction with the disposal of shares (hereinafter, the "allotment agreement") is provided in 3. below.

3. Overview of the allotment agreement

1. Transfer restriction period: July 22, 2022 - July 21, 2025
2. Conditions for lifting of transfer restrictions

The restriction on transfer shall be lifted for all the common shares of the Company (hereinafter, the "Company Shares") at the time the restriction period expires, on condition that the Target Director etc. holds the position of Director, Corporate Officer, Corporate Auditor, employee or equivalent thereof continuously during the transfer restriction period.

1. Treatment in case of departure of a Target Director etc. during the transfer restriction period due to completion of term of office, reaching mandatory retirement age, or other justifiable reason

1. Timing of lifting of transfer restrictions

If a Target Director etc. has departed or retired from a position as Director, Corporate Officer, Corporate Auditor, employee or equivalent thereof of the Company or a subsidiary of the Company due to completion of term of office, reaching mandatory retirement age, or other justifiable reason, including the case of departure or retirement as a result of death, the restriction of transfer shall be lifted immediately after the departure or retirement of the Target Director etc. concerned.

(ii) Number of shares subject to the lifting of restrictions on transfer

This shall be the number of Company Shares held at the time of departure or retirement specified in

1. above.

1. Acquisition by the Company without consideration

The Company shall automatically acquire without consideration Company Shares for which the restriction on transfer has not been lifted when the transfer restriction period expires or at the time of the lifting of the restriction on transfer specified in (3) above.

(5) Management of shares

To prevent the Company Shares being transferred, pledged as collateral, or otherwise disposed of during the transfer restriction period, they shall be managed during the transfer restriction period in a dedicated account that the Target Director etc. has opened with Nomura Securities Co., Ltd. To ensure the effectiveness of the restriction on transfer etc., the Company has concluded a contract with Nomura Securities Co., Ltd. concerning the management of the account for the Company Shares held by the Target Director etc. concerned. Furthermore, the Target Director etc. shall consent to the details concerning the management of the account.

(6) Treatment in the event of reorganization etc.

If, during the transfer restriction period, a resolution is adopted at a general meeting of shareholders of the Company (or by the Board of Directors of the Company if the reorganization etc. does not require approval at a general meeting of shareholders) to approve a merger agreement that will result in the extinction of the Company, a share exchange agreement or share transfer plan that will make the Company a wholly-owned subsidiary, or other form of reorganization etc., the Board of Directors shall pass a resolution to the effect that the restriction on transfer will be lifted immediately before the business day prior to the date the reorganization etc. takes effect with respect to the number of Company Shares held at the time of the resolution. Furthermore, immediately after the restriction on transfer has been lifted, all the Company Shares for which the restriction on transfer has not been lifted shall be automatically acquired without consideration by the Company.

4. Basis for calculation of the contribution amount and specific details thereof

The disposal of shares to the parties to be recipients of allotment shall be performed by way of contribution as investments in kind of the monetary remuneration claims granted as restricted stock-linked remuneration for the 111th business year based on the Program. To prevent the price applied to the disposal of shares being determined arbitrarily, it will be 1,034 yen, the closing price of common shares in the Company on the Prime Market of the Tokyo Stock Exchange on June 23, 2022 (the business day prior to the day of the resolution by the Company's Board of Directors). This is the market price immediately prior to the resolution by the Company's Board of Directors, and therefore regarded as a reasonable and not particularly advantageous amount.

Contact:

Guillaume Sakuma

Global Head of IR, IR Group

E-mail:[e-mail]

About Santen

As a specialized company dedicated to eye health, Santen carries out research, development, marketing, and sales of pharmaceuticals, over-the-counter products, and medical devices, and its products now reach patients in over 60 countries.

Toward realizing "WORLD VISION" (Happiness with Vision), the world Santen ultimately aspires to achieve, as a "Social Innovator", we aim to reduce the social and economic opportunity loss of people around the world caused by eye diseases and defects by orchestrating and mobilizing key technologies and players around the world.

With scientific knowledge and organizational capabilities nurtured over a 130-year history, Santen provides products and services to contribute to the well-being of patients, their loved ones and consequently to society.

For more information, please visit Santen's website ( https://www.santen.com/en/).