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Share Issuance and Disposal4839WOWOW INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

WOWOW resolved to dispose of 57,337 treasury shares as restricted stock compensation to a total of 12 directors, executive officers and councillors. The shares may not be transferred for 3 years and will be acquired without consideration if certain events, including retirement from the relevant position, occur.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much57,337Shares

57,337 treasury shares

2 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members19,315 shares
5 of the Company's executive officers who do not concurrently serve as directors21,727 shares
5 councillors of the Company who do not concurrently serve as directors16,295 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.

¥994 per share
Amount of funds to be raised

Total payment amount of ¥56,992,978, funded through an in-kind contribution of monetary compensation claims against the eligible recipients; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims of ¥56,992,978 (the annual compensation limit for eligible directors is ¥120 million)
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
17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the eligible recipient remains continuously in the prescribed position or employment during the restricted transfer period, all restrictions will be lifted upon expiry of the period. If the recipient retires or leaves employment upon expiry of the term, death or for another legitimate reason, the restrictions will be lifted in part according to the period of service or employment.
Reason for acquisition without consideration
If, before expiry of the restricted transfer period, the recipient retires or leaves employment from the prescribed position for any reason other than expiry of the term, death or another legitimate reason. The Company will also acquire without consideration any shares that remain subject to restrictions after restrictions are lifted, as well as any shares for which restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
Category The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 2 / Number of allocated shares 19,315 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 21,727 shares, Category Councillors of the Company who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 16,295 shares
Intended allottee's holding policy
During the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them. The restricted transfer period runs from 17 July 2026 to 16 July 2029.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 17 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥994. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The decision was made based on advice and recommendations from the voluntary Nomination and Compensation Advisory Committee, a majority of whose members are independent outside directors.
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 of57,337 treasury shares
Issue price and disposal price¥994 per share
Amount of funds to be raisedTotal payment amount of ¥56,992,978, funded through an in-kind contribution of monetary compensation claims against the eligible recipients; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory 2 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 19,315 shares, Category 5 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 21,727 shares, Category 5 councillors of the Company who do not concurrently serve as directors / Number of Shares 16,295 shares
Intended allottee's holding policyDuring the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them. The restricted transfer period runs from 17 July 2026 to 16 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 17 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥994. The discount rate and premium rate are Not disclosed.
Transfer restriction period17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the eligible recipient remains continuously in the prescribed position or employment during the restricted transfer period, all restrictions will be lifted upon expiry of the period. If the recipient retires or leaves employment upon expiry of the term, death or for another legitimate reason, the restrictions will be lifted in part according to the period of service or employment.
Reason for acquisition without considerationIf, before expiry of the restricted transfer period, the recipient retires or leaves employment from the prescribed position for any reason other than expiry of the term, death or another legitimate reason. The Company will also acquire without consideration any shares that remain subject to restrictions after restrictions are lifted, as well as any shares for which restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons CoveredCategory The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 2 / Number of allocated shares 19,315 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 21,727 shares, Category Councillors of the Company who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 16,295 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥56,992,978 (the annual compensation limit for eligible directors is ¥120 million)
Procedures under the Corporate Code of ConductThe decision was made based on advice and recommendations from the voluntary Nomination and Compensation Advisory Committee, a majority of whose members are independent outside directors.
Items this document does not state (14)
Total issue valueEstimated 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 offeringImpact on Business Performance

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 the eligible recipients with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WOWOW INC. (4839) timely disclosure | Komori