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Share Issuance and Disposal4676FUJI MEDIA HOLDINGS,INC.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers of the Company and Its Subsidiaries

The Company resolved to dispose of 49,786 treasury shares as restricted stock compensation to a total of 21 directors and executive officers of the Company and its subsidiary. The payment date is 24 July 2026, and the total disposal price is ¥189,485,516.

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49786
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much49,786Shares

49,786 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 18,733 shares
The Company's executive officers3 / 8,467 shares
Directors of the Company's subsidiary (excluding outside directors)2 / 7,442 shares
Executive officers of the Company's subsidiary12 / 15,144 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥3,806 per share
Total issue value

¥189,485,516

Amount of funds to be raised
Total payment amount: ¥189,485,516; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims of ¥189,485,516, representing the total for the directors and executive officers of the Company and Fuji Television Network, Inc.
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
From 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or Fuji Television Network, Inc.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director or executive officer of the Company or Fuji Television Network, Inc. from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, illness or injury, the need to provide nursing care, expiration of the term of office, or any other reason deemed justifiable by the Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the months of service. In the event of a corporate reorganization or similar transaction, the transfer restrictions will also be lifted for the number of shares corresponding to the prescribed number of months.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 Company directors: 18,733 shares; 3 Company executive officers: 8,467 shares; 2 directors of the Company's subsidiary: 7,442 shares; 12 executive officers of the Company's subsidiary: 15,144 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or Fuji Television Network, Inc., the recipient may not transfer, create a security interest in, or otherwise dispose of the shares.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,806. There is no discount or premium.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of49,786 common shares of the Company (treasury shares)
Issue price and disposal price¥3,806 per share
Total issue value¥189,485,516
Amount of funds to be raisedTotal payment amount: ¥189,485,516; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 18,733 shares, Name The Company's executive officers / Number of Employees 3 / Number of Shares 8,467 shares, Name Directors of the Company's subsidiary (excluding outside directors) / Number of Employees 2 / Number of Shares 7,442 shares, Name Executive officers of the Company's subsidiary / Number of Employees 12 / Number of Shares 15,144 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or Fuji Television Network, Inc., the recipient may not transfer, create a security interest in, or otherwise dispose of the shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,806. There is no discount or premium.
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or Fuji Television Network, Inc.
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director or executive officer of the Company or Fuji Television Network, Inc. from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, illness or injury, the need to provide nursing care, expiration of the term of office, or any other reason deemed justifiable by the Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the months of service. In the event of a corporate reorganization or similar transaction, the transfer restrictions will also be lifted for the number of shares corresponding to the prescribed number of months.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 Company directors: 18,733 shares; 3 Company executive officers: 8,467 shares; 2 directors of the Company's subsidiary: 7,442 shares; 12 executive officers of the Company's subsidiary: 15,144 shares
Total Stock-Based CompensationMonetary compensation claims of ¥189,485,516, representing the total for the directors and executive officers of the Company and Fuji Television Network, Inc.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioEffective dateProcedures under the Corporate Code of ConductMost 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 an incentive for the sustained enhancement of the corporate value of the Company Group and promote the sharing of value with shareholders. The Company also took into consideration the purpose of this plan and related matters, the Company's performance, the scope of responsibilities of each eligible recipient, and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers of the Company and Its Subsidiaries | FUJI MEDIA HOLDINGS,INC. (4676) timely disclosure | Komori