Nxera Introduces Employee Stock Ownership Plan (J-ESOP) for Employees Residing in Japan

Tokyo, Japan and Cambridge, UK, 19 November 2025 – Nxera Pharma Co. Ltd (“Nxera” or “the Company; TSE 4565) announces that its Board of Directors have decided to replace the current Restricted Share Unit (“RSU”) Plan with the Employee Stock Ownership Plan (J-ESOP) (hereinafter referred to as the "Plan" and a trust established under the trust agreement to be concluded with Mizuho Trust & Banking Co., Ltd. with respect to the Plan, is referred to as the "Trust"), which grants the Company's shares to employees residing in Japan, and to establish the Share Benefit Rules (hereinafter referred to as ‘Share Benefit Rules’) as set out below. This Plan provides benefits based on points upon retirement etc., thereby providing employees with tax benefits and mitigating the concentration of sales of the Company shares at specific points in time that often occur under RSU Plans.

1. Background to the Introduction
In FY2019, the Company introduced the RSU Plan with the intention to increase the motivation of the Directors, the Executive Officers and the Eligible Employees of the Company and its wholly owned subsidiaries (“Executives and Employees”) to realize the Company’s vision and strategy. The RSU Plan was also designed to share the benefits and risks of share price fluctuations with shareholders and further encourage the Executives and Employees of the Company and its wholly owned subsidiaries to actively contribute to the increase of the share price and enhance the Company’s corporate value. The Company has decided to replace part of the RSU Plan with the Plan to further increase the interest of Employees residing in Japan in share price and performance improvements, thereby contributing to more motivated engagement in their work. Please note that there are no changes to the RSU plan for Executives and Employees not residing in Japan. The number of shares to be issued will not change as a result of the introduction of the Plan.

2. Overview of the Scheme
This Plan is a trust-based arrangement modelled on the US Employee Stock Ownership Plan (ESOP). It provides Company Shares and cash equivalent to the market value of such shares (hereinafter referred to as “Company Shares, etc.”) to eligible employees of the Group, based on pre-established Share Benefit Rules set by each Group company (e.g., upon retirement, etc.).
Each Group company awards points to employees and grants the Company Shares, etc. equivalent to the awarded points when vesting conditions are met. The shares to be granted to employees shall be acquired, including future allocations, using funds placed in a trust established in advance and shall be segregated and managed as trust assets.