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Share Issuance and Disposal3776BroadBand Tower,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue 132,000 common shares to 12 directors as restricted stock compensation. The issue price will be ¥202 per share, and the restriction period will generally be 1 year.

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132000
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much132,000Shares

132,000 common shares (new shares)

12 directors of the Company, including directors who are Audit & Supervisory Committee members and outside directors (excluding director Imai Eijiro (今井英次郎))132,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥202 per share
Total issue value

¥26,664,000

Amount of funds to be raised
Total payment amount: ¥26,664,000; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation claims under the plan)
Total Stock-Based Compensation
Total monetary compensation claims: ¥26,664,000. The compensation limits under the plan are ¥30 million per year for directors excluding directors who are Audit & Supervisory Committee members, including a limit of ¥5 million per year for outside directors, and ¥5 million per year for directors who are Audit & Supervisory Committee members.
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
20 April 2026 to 20 April 2027. However, if the filing date of the Company's semi-annual report for the fiscal year containing the payment date falls after 20 April 2027, the restriction period will run until the filing date of that semi-annual report. The period is generally 1 year.
Conditions for lifting transfer restrictions
In principle, all restrictions will be lifted at the end of the period, provided that the recipient has continuously held a position as a director, executive officer, corporate officer or employee of the Company or one of its subsidiaries throughout the restriction period. In cases such as retirement upon expiration of the term of office, mandatory retirement or another legitimate reason, death, or a corporate reorganization, some or all of the restrictions will be lifted in accordance with the number of months in office and other factors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares whose restrictions have not been lifted as of the date on which the restrictions are lifted, as well as all or any shares whose restrictions have not been lifted if certain events occur, including retirement or resignation before the end of the restriction period for reasons other than expiration of the term of office, mandatory retirement, another legitimate reason or death.
Categories and Number of Persons Covered
12 directors of the Company, including directors serving as Audit & Supervisory Committee Members and outside directors; 132,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The intended shareholding policy after the restriction period ends is Not disclosed.
Payment date
20 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥202. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 17th Annual General Meeting of Shareholders held on 16 September 2016, shareholders approved the grant of restricted stock compensation under the plan.
Impact on Business Performance
The impact of this issuance of new shares on results for the fiscal year ending December 2026 is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of132,000 common shares (new shares)
Issue price and disposal price¥202 per share
Total issue value¥26,664,000
Amount of funds to be raisedTotal payment amount: ¥26,664,000; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation claims under the plan)
Payment date20 April 2026
Intended allotteeCategory 12 directors of the Company, including directors who are Audit & Supervisory Committee members and outside directors (excluding director Imai Eijiro (今井英次郎)) / Number of Shares 132,000 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The intended shareholding policy after the restriction period ends is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥202. No discount or premium rate was disclosed.
Transfer restriction period20 April 2026 to 20 April 2027. However, if the filing date of the Company's semi-annual report for the fiscal year containing the payment date falls after 20 April 2027, the restriction period will run until the filing date of that semi-annual report. The period is generally 1 year.
Conditions for lifting transfer restrictionsIn principle, all restrictions will be lifted at the end of the period, provided that the recipient has continuously held a position as a director, executive officer, corporate officer or employee of the Company or one of its subsidiaries throughout the restriction period. In cases such as retirement upon expiration of the term of office, mandatory retirement or another legitimate reason, death, or a corporate reorganization, some or all of the restrictions will be lifted in accordance with the number of months in office and other factors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares whose restrictions have not been lifted as of the date on which the restrictions are lifted, as well as all or any shares whose restrictions have not been lifted if certain events occur, including retirement or resignation before the end of the restriction period for reasons other than expiration of the term of office, mandatory retirement, another legitimate reason or death.
Categories and Number of Persons Covered12 directors of the Company, including directors serving as Audit & Supervisory Committee Members and outside directors; 132,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥26,664,000. The compensation limits under the plan are ¥30 million per year for directors excluding directors who are Audit & Supervisory Committee members, including a limit of ¥5 million per year for outside directors, and ¥5 million per year for directors who are Audit & Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 17th Annual General Meeting of Shareholders held on 16 September 2016, shareholders approved the grant of restricted stock compensation under the plan.
Impact on Business PerformanceThe impact of this issuance of new shares on results for the fiscal year ending December 2026 is Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide directors with an incentive to achieve sustained growth in corporate value and promote the sharing of value between directors and shareholders. The Company also determined that a 1-year restriction period was appropriate after taking into account the Company's performance, the scope of each director's responsibilities, and factors including continued shareholding and terms of office after the restrictions are lifted.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | BroadBand Tower,Inc. (3776) timely disclosure | Komori