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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock to the Employee Stock Ownership Plan

The Company resolved to dispose of 40,596 treasury shares as restricted stock, with the employee stock ownership association as the allottee. The eligible recipients are employees of the Company and its subsidiaries, and the payment date is 3 September 2026.

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40596
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock (third-party allotment)

Who receives how much40,596Shares

40,596 common shares of the Company (treasury shares)

FMH Fuji Television Employees' Stock Ownership Association40,596 shares

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

¥3,919 per share
Total issue value

¥159,095,724

Amount of funds to be raised
Total payment amount: ¥159,095,724; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims as special incentive payments: ¥159,095,724
発行済株式総数

0.02% of the total number of issued shares as of 31 March 2026, and 0.03% of the total number of voting rights

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 3 September 2026 to 3 September 2029
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restriction period, provided that the eligible employee remains a member of this employee stock ownership association throughout the restriction period. In the event of withdrawal due to mandatory retirement, expiration of the employment contract, death, promotion to an officer position, overseas assignment or any other reason deemed valid by the Company's Board of Directors, or in the event of a suspension of contributions, the restrictions will be lifted on the settlement date. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If the transfer restrictions have not been lifted upon expiration of the restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered
Eligible employees who are members of this employee stock ownership association and meet the prescribed requirements, from among the employees of the Company and its subsidiaries. The number of eligible employees and the number of shares by category are Not disclosed.
Payment date
3 September 2026
Basis for determining the amount to be paid
The closing price on 3 August 2026 on the Tokyo Stock Exchange Prime Market was ¥3,919. The deviations from the average closing price were -4.53% for one month, -1.31% for three months, and 0.33% for six months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
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 (third-party allotment)
Number of shares to be issued or disposed of40,596 common shares of the Company (treasury shares)
Issue price and disposal price¥3,919 per share
Total issue value¥159,095,724
Amount of funds to be raisedTotal payment amount: ¥159,095,724; estimated net proceeds: Not disclosed
Payment date3 September 2026
Intended allotteeName FMH Fuji Television Employees' Stock Ownership Association / Number of Shares 40,596 shares
Dilution Rate0.02% of the total number of issued shares as of 31 March 2026, and 0.03% of the total number of voting rights
Total number of issued shares169,123,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on 3 August 2026 on the Tokyo Stock Exchange Prime Market was ¥3,919. The deviations from the average closing price were -4.53% for one month, -1.31% for three months, and 0.33% for six months.
Transfer restriction periodFrom 3 September 2026 to 3 September 2029
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the restriction period, provided that the eligible employee remains a member of this employee stock ownership association throughout the restriction period. In the event of withdrawal due to mandatory retirement, expiration of the employment contract, death, promotion to an officer position, overseas assignment or any other reason deemed valid by the Company's Board of Directors, or in the event of a suspension of contributions, the restrictions will be lifted on the settlement date. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf the transfer restrictions have not been lifted upon expiration of the restriction period or at any other time specified in the agreement.
Categories and Number of Persons CoveredEligible employees who are members of this employee stock ownership association and meet the prescribed requirements, from among the employees of the Company and its subsidiaries. The number of eligible employees and the number of shares by category are Not disclosed.
Total Stock-Based CompensationTotal monetary claims as special incentive payments: ¥159,095,724
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 promote employee wealth building, increase employees’ motivation to contribute to enhancing corporate value, foster shared value between employees and shareholders, improve the engagement score and employee satisfaction, and encourage enrollment in this employee stock ownership association.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock to the Employee Stock Ownership Plan | FUJI MEDIA HOLDINGS,INC. (4676) timely disclosure | Komori