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Share Issuance and Disposal9412SKY Perfect JSAT CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as a Restricted Stock Grant for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 39,000 treasury shares to grant restricted stock to eligible employees through the Employee Share Ownership Association. The actual number of shares to be disposed of will be determined based on the number of employees who agree to participate in the plan.

Worth reading
50Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
39000
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock for the Employee Share Ownership Association

Who receives how much39,000Shares

39,000 common shares of the Company (maximum; the actual number of shares will be the number of shares applied for as determined by the Employee Share Ownership Association)

スカパーJSAT従業員持株会, up to 39,000 shares

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

¥3,090 per share
Total issue value

¥120,510,000 (maximum)

Amount of funds to be raised
Total payment amount: ¥120,510,000 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
A monetary claim of ¥154,500 will be granted to each eligible employee (up to 780 employees).
発行済株式総数

0.01% of total issued shares and 0.01% of total voting rights (both based on the maximum number of shares)

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 August 2026 to 30 June 2031
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restricted period, provided that the eligible employee has remained a member of the Employee Share Ownership Association throughout the restricted period. The restrictions will also be lifted in accordance with the stipulated conditions if the employee leaves the association for a legitimate reason, upon retirement, appointment as an officer or transfer to another company, becomes a non-resident, or in the event of a corporate reorganization or other specified circumstances.
Reason for acquisition without consideration
If, during the restricted period, an employee engages in a violation of laws or regulations or otherwise meets any of the grounds stipulated in the restricted stock agreement, or if the restrictions are not lifted upon expiration of the restricted period or at another specified time, the relevant shares will be acquired by the Company without consideration.
Categories and Number of Persons Covered
Up to 780 employees of the Company, 50 shares per person (the actual number of eligible employees will be determined based on the number of employees who agree to participate in the plan)
Intended allottee's holding policy
During the restricted period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a designated account. After the restrictions are lifted, the shares will be transferred to the association's regular holdings or to securities accounts in the names of the eligible employees.
Payment date
3 August 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 27 April 2026, ¥3,090. This represents -1.21% against the one-month average of ¥3,128, 6.92% against the three-month average of ¥2,890, and 27.74% against the six-month average of ¥2,419.
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. All 4 Audit & Supervisory Board Members expressed the view that the disposal price is not particularly favorable and that the disposal is lawful.
Impact on Business Performance
The Company believes that this will contribute to a sustained increase in corporate value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock for the Employee Share Ownership Association
Number of shares to be issued or disposed of39,000 common shares of the Company (maximum; the actual number of shares will be the number of shares applied for as determined by the Employee Share Ownership Association)
Issue price and disposal price¥3,090 per share
Total issue value¥120,510,000 (maximum)
Amount of funds to be raisedTotal payment amount: ¥120,510,000 (maximum); estimated net proceeds: Not disclosed
Payment date3 August 2026
Intended allotteeスカパーJSAT従業員持株会, up to 39,000 shares
Intended allottee's holding policyDuring the restricted period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a designated account. After the restrictions are lifted, the shares will be transferred to the association's regular holdings or to securities accounts in the names of the eligible employees.
Dilution Rate0.01% of total issued shares and 0.01% of total voting rights (both based on the maximum number of shares)
Total number of issued shares297,681,264 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 27 April 2026, ¥3,090. This represents -1.21% against the one-month average of ¥3,128, 6.92% against the three-month average of ¥2,890, and 27.74% against the six-month average of ¥2,419.
Transfer restriction periodFrom 3 August 2026 to 30 June 2031
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restricted period, provided that the eligible employee has remained a member of the Employee Share Ownership Association throughout the restricted period. The restrictions will also be lifted in accordance with the stipulated conditions if the employee leaves the association for a legitimate reason, upon retirement, appointment as an officer or transfer to another company, becomes a non-resident, or in the event of a corporate reorganization or other specified circumstances.
Reason for acquisition without considerationIf, during the restricted period, an employee engages in a violation of laws or regulations or otherwise meets any of the grounds stipulated in the restricted stock agreement, or if the restrictions are not lifted upon expiration of the restricted period or at another specified time, the relevant shares will be acquired by the Company without consideration.
Categories and Number of Persons CoveredUp to 780 employees of the Company, 50 shares per person (the actual number of eligible employees will be determined based on the number of employees who agree to participate in the plan)
Total Stock-Based CompensationA monetary claim of ¥154,500 will be granted to each eligible employee (up to 780 employees).
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. All 4 Audit & Supervisory Board Members expressed the view that the disposal price is not particularly favorable and that the disposal is lawful.
Impact on Business PerformanceThe Company believes that this will contribute to a sustained increase in corporate value.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 enhance the welfare of eligible employees, support their asset building, improve employee engagement over the medium to long term, and achieve sustained increases in corporate value.

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Notice Concerning the Disposal of Treasury Shares as a Restricted Stock Grant for the Employee Stock Ownership Plan | SKY Perfect JSAT Corporation (9412) timely disclosure | Komori