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Share Issuance and Disposal9413TV TOKYO Holdings CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 92,322 treasury shares as restricted stock compensation to 59 directors and executive officers of the Company and its subsidiaries.

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Neutral
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Scale
92322
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much92,322Shares

92,322 treasury shares

7 directors of the Company (excluding outside directors)20,193 shares
2 executive officers who do not concurrently serve as directors of the Company2,510 shares
43 directors of the Company's subsidiaries60,507 shares
7 executive officers of the Company's subsidiaries who do not concurrently serve as directors9,112 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.

¥3,535 per share
Amount of funds to be raised

Total payment amount: ¥326,358,270 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary receivables: ¥326,358,270
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 17 July 2026 until immediately after the recipient ceases to hold the position of director or executive officer who does not concurrently serve as a director of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictions
Provided that, throughout the service period from the date on which the recipient begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders thereafter, the recipient continuously holds either the position of director or executive officer who does not concurrently serve as a director of the Company or any of its subsidiaries, all transfer restrictions on the shares granted under this allocation will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without consideration
If certain events occur. However, the specific events cannot be identified from the disclosures in this document.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 20,193 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 2,510 shares, Category Directors of the Company's subsidiaries / Number of Employees 43 / Number of allocated shares 60,507 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 7 / Number of allocated shares 9,112 shares
Intended allottee's holding policy
During the transfer restriction period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. If certain events occur, the Company will acquire the shares without consideration.
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 was ¥3,535. The amount was determined based on the closing price on the business day preceding the date of the Board of Directors' resolution and is stated not to constitute a particularly favorable amount. No discount or premium rate is disclosed.
Procedures under the Corporate Code of Conduct
The matter was referred to the Compensation Advisory Committee. No information is disclosed regarding the obtaining of an opinion from an independent third party or procedures for confirming shareholders' intentions.
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 of92,322 treasury shares
Issue price and disposal price¥3,535 per share
Amount of funds to be raisedTotal payment amount: ¥326,358,270 (estimated net proceeds: Not disclosed)
Payment date17 July 2026
Intended allotteeName 7 directors of the Company (excluding outside directors) / Number of Shares 20,193 shares, Name 2 executive officers who do not concurrently serve as directors of the Company / Number of Shares 2,510 shares, Name 43 directors of the Company's subsidiaries / Number of Shares 60,507 shares, Name 7 executive officers of the Company's subsidiaries who do not concurrently serve as directors / Number of Shares 9,112 shares
Intended allottee's holding policyDuring the transfer restriction period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. If certain events occur, the Company will acquire the shares without consideration.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
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 was ¥3,535. The amount was determined based on the closing price on the business day preceding the date of the Board of Directors' resolution and is stated not to constitute a particularly favorable amount. No discount or premium rate is disclosed.
Transfer restriction periodFrom 17 July 2026 until immediately after the recipient ceases to hold the position of director or executive officer who does not concurrently serve as a director of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictionsProvided that, throughout the service period from the date on which the recipient begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders thereafter, the recipient continuously holds either the position of director or executive officer who does not concurrently serve as a director of the Company or any of its subsidiaries, all transfer restrictions on the shares granted under this allocation will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without considerationIf certain events occur. However, the specific events cannot be identified from the disclosures in this document.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 20,193 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 2,510 shares, Category Directors of the Company's subsidiaries / Number of Employees 43 / Number of allocated shares 60,507 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 7 / Number of allocated shares 9,112 shares
Total Stock-Based CompensationTotal monetary receivables: ¥326,358,270
Procedures under the Corporate Code of ConductThe matter was referred to the Compensation Advisory Committee. No information is disclosed regarding the obtaining of an opinion from an independent third party or procedures for confirming shareholders' intentions.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TV TOKYO Holdings Corporation (9413) timely disclosure | Komori