Core Points - Nxera Pharma Co. Ltd has decided to replace its current Restricted Share Unit (RSU) Plan with an Employee Stock Ownership Plan (J-ESOP) to enhance employee engagement and provide tax benefits [1][2] - The new plan aims to mitigate the concentration of share sales that often occurs under RSU Plans and is specifically designed for employees residing in Japan [1][2] - The number of shares to be issued will remain unchanged despite the introduction of the new plan [2] Background to the Introduction - The RSU Plan was initially introduced in FY2019 to motivate Directors, Executive Officers, and Eligible Employees to align with the company's vision and strategy [2] - The decision to replace part of the RSU Plan with the J-ESOP is intended to further increase the interest of Japanese employees in share price and performance improvements [2] Overview of the Scheme - The J-ESOP is modeled after the US Employee Stock Ownership Plan (ESOP) and provides Company Shares and cash equivalents to eligible employees based on pre-established Share Benefit Rules [3] - Employees will be awarded points that can be converted into Company Shares or cash equivalents upon meeting vesting conditions [4][7] Mechanism of the Plan - The Company will establish Share Benefit Rules and entrust funds to Mizuho Trust & Banking Co., Ltd. to acquire shares for future employee grants [6] - The Trust will acquire shares through market transactions or by subscribing to newly issued shares, and will manage these as trust assets [6][4] - Voting rights will be exercised by the Trust based on instructions from the trust administrator [6]

Employee Ownership - An employee stock ownership plan (ESOP) allows employees to acquire ownership in their employer through company stock shares [1]

Group 1 - The first meeting of the 2025 Employee Stock Ownership Plan (ESOP) was held on August 15, 2025, with 152 participants representing 59,114,299.10 shares, accounting for 89.06% of the initial transfer shares and 69.00% of the total ESOP shares [1][2][3] - The meeting approved the establishment of the 2025 ESOP Management Committee to oversee the plan and protect the rights of the shareholders, consisting of three members with a term lasting for the duration of the plan [1][2] - The committee members elected are Peng Yu, Li Jie, and Cai Yaru, with no connections to the company's controlling shareholders or senior management [2] - The meeting authorized the 2025 ESOP Management Committee to handle matters related to the plan, including changes in shareholder participation, subscription prices, timelines, assessment requirements, and unlocking ratios [2][3]

Employee Ownership - An employee stock ownership plan (ESOP) allows employees to acquire ownership in their employer through company stock shares [1]