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Share Issuance and Disposal9409TV Asahi Holdings CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation and the Cancellation of Treasury Shares

The Company will issue 8,266 common shares as restricted stock compensation to 16 executive directors. At the same time, it will cancel 8,266 treasury shares, the same number as the shares issued, so there will be no effective increase in the total number of shares issued.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
8266
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

New shares: 8,266 shares; cancellation of treasury shares: 8,266 shares

16 executive directors of the Company and its subsidiary TV Asahi Corporation: 8,266 shares

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

¥3,070 per share
Total issue value

¥25,376,620

Amount of funds to be raised
Total amount paid in: ¥25,376,620; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥25,376,620. Annual remuneration limit: ¥100 million or less.
発行済株式総数

8,266 new shares will be issued and 8,266 treasury shares will be cancelled on the same day

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
24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
All of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the holder has continuously remained a director of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders of the Company held after 24 July 2026. In the event of retirement for a valid reason, the restrictions will be released according to the number of months in office.
Reason for acquisition without consideration
If the holder retires as a director of the Company or one of its subsidiaries without a valid reason before the date of the first annual general meeting of shareholders of the Company held after 24 July 2026. If any shares remain subject to the transfer restrictions at the end of the restriction period. If the holder retires due to a corporate reorganization or similar event and any shares remain subject to the transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
16 executive directors of the Company and TV Asahi Corporation: 8,266 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 23 July 2056.
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 25 June 2026, ¥3,070. Discount/premium: approximately 0% (the same as the closing price)
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 ofNew shares: 8,266 shares; cancellation of treasury shares: 8,266 shares
Issue price and disposal price¥3,070 per share
Total issue value¥25,376,620
Amount of funds to be raisedTotal amount paid in: ¥25,376,620; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allottee16 executive directors of the Company and its subsidiary TV Asahi Corporation: 8,266 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 23 July 2056.
Total number of issued shares8,266 new shares will be issued and 8,266 treasury shares will be cancelled on the same day
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 June 2026, ¥3,070. Discount/premium: approximately 0% (the same as the closing price)
Transfer restriction period24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsAll of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the holder has continuously remained a director of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders of the Company held after 24 July 2026. In the event of retirement for a valid reason, the restrictions will be released according to the number of months in office.
Reason for acquisition without considerationIf the holder retires as a director of the Company or one of its subsidiaries without a valid reason before the date of the first annual general meeting of shareholders of the Company held after 24 July 2026. If any shares remain subject to the transfer restrictions at the end of the restriction period. If the holder retires due to a corporate reorganization or similar event and any shares remain subject to the transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered16 executive directors of the Company and TV Asahi Corporation: 8,266 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥25,376,620. Annual remuneration limit: ¥100 million or less.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 enable the executive directors to share with shareholders the benefits and risks of fluctuations in the share price and to increase their motivation to contribute to higher share prices and enhanced corporate value. The transfer restriction period will be set at 30 years, as long as possible, to achieve the purpose of this plan over the longest possible period.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation and the Cancellation of Treasury Shares | TV Asahi Holdings Corporation (9409) timely disclosure | Komori