コーポレート
At the Board of Directors meeting held today, SKY Perfect JSAT Corporation (hereinafter "the Company") decided to carry out the disposal of treasury stock (hereinafter "this disposal of treasury stock") as stock-based remuneration.
1. Overview of Disposal
(1) Payment due date | July 17, 2026 |
(2) Type and number of shares subject to disposal | 49,128 shares of common stock of the Company |
(3) Payment price | 3,275 yen per share |
(4) Total value of payment | 160,894,200 yen |
(5) Target Recipients | 17,884 shares to 4 Board Directors (*) of the Company |
(6) Other | In accordance with the Financial Instruments and Exchange |
2.Purpose and Reason of the Disposal
At the Board of Directors meeting held on June 25, 2020, the Company decided to adopt a restricted stock-based remuneration system (hereinafter "the System") as a new remuneration system for Board Directors (excluding outside directors, hereinafter the same applies) for the purpose of promoting further sharing of value with shareholders, while providing an incentive for continuously improving the Company’s corporate value and shareholder value in the medium to long-term. At the 19th Annual General Meeting of Shareholders held on June 19, 2026, approval was obtained to revise the amount of remuneration for Directors to an annual amount of 500 million yen, and to grant remuneration of restricted stock to the target Board Directors in an amount of no more than JPY 100 million per year as the property contributed in kind for the granting of restricted stock as remuneration under the System.
An overview of the System is indicated below.
<Overview of the System>
The Board Directors of the Company pay the monetary receivables provided by the Company based on the System in full as property contributed in kind, and receive the issuance or disposal of common stock of the Company.
The total number of common stock shares issued or disposed under this System shall be within 260,000 shares annually, and the amount paid per share shall be based on the closing price of the Company common stock at the Tokyo Stock Exchange on the business day before the Resolution of the Board of Directors (if trading is not performed on that day, then the closing price of the most recent day of trading), and will be determined at the Board of Directors meeting within a range that will not be particularly advantageous to the Target Recipients.
Regarding the issuance or disposal of the Company’s common stock under the System, a restricted stock allocation agreement shall be entered between the Company and the Board Directors, and which shall include the following items.
① the Target Recipients must not transfer, set security interests, or otherwise dispose of the Company’s common stock received via the allocation agreement during the defined period
② the Company acquires the corresponding common stock without consideration when certain circumstances arise
At the Board Directors meeting held today, the Company also decided to provide substantially similar restricted stock-based remuneration to Executive Officers and Directors, as indicated below.
In consideration of the purpose of the System, the performance of the Company, the range of responsibilities of the Target Recipients, and other circumstances, the Company (1) decided at the Board Directors meeting held today to grant a total monetary receivables of 58,570,100 yen to 4 Board Directors and (2) decided to grant a monetary receivables total of 102,324,100 yen to 13 Executive Officers and Directors. Therefore, the Company resolved to dispose of 49,128 shares of common stock (hereinafter "the allocated shares") for the purpose of contribution in kind for the monetary receivables total of 160,894,200 yen (where 3,275 yen is the amount of the monetary receivables contributed per share for disposal).
<Overview of restricted stock allocation agreement>
The Company and the target Board Directors will enter into a restricted stock allocation agreement for this disposal of treasury stock, and an overview of that agreement is indicated below. The Company also plans to enter into a substantially similar restricted stock allocation agreement, except for certain provisions regarding the service period, with Executive Officers and Directors.
(1) Period for restriction on stock transfer
The restriction on stock transfer shall remain in place from July 17, 2026 (hereinafter, the “Payment Due Date”) until the date on which the Target Recipients cease to hold any of the positions as Board Director, Executive Officer, or Director of the Company (or, if such date falls on or before the date on which the semiannual report for the fiscal year including the Payment Due Date is filed, such filing date. Hereinafter, including the period of such filing date, the “Restriction Period”), and the Target Recipients must not transfer, set security interests, or otherwise dispose of the shares.
(2) Criteria for lifting restriction on stock transfer
The restriction on all the allocated shares shall be lifted on the date that the restriction on stock transfer expires, provided that the Target Recipient continues to retain their position as Board Directors, Executive Officers and Directors from the closing of the Annual General Meeting of Shareholders for the fiscal year ended March 31, 2026 until the closing of the Annual General Meeting of Shareholders for the fiscal year ending March 31, 2027, provided that if their positions are not as Board Directors of the Company as of the end of March 2026, but as Executive Officers or Directors, the period shall be from April 1, 2026 to the end of March 2027 (hereinafter the "Period of Service").
However, in cases where the Target Recipient holds the position of Board Director of the Company as of the Payment Due Date, if the Target Recipient loses all positions of Board Director, Executive Officer and Director of the Company due to death or another reason deemed legitimate by the Board of Directors (regardless of whether such loss occurs before or after the Period of Service), upon the loss of the position, the restrictions shall be lifted for the number of the allocated shares calculated by dividing the number of months from July 2026 to the month including the day of loss by twelve (provided, however, that if such calculation exceeds one, it shall be deemed to be one) and multiplying by the number of allocated shares held by the Target Recipient (with any fractional share of less than one share resulting from such calculation to be rounded down). However, this shall not apply to any shares acquired by the Company without consideration.
Alternatively, in cases where the Target Recipient does not hold the position of Board Director of the Company as of the Payment Due Date but holds the position of Executive Officer or Director, and loses all such positions of Executive Officer or Director of the Company due to death or any other reason deemed legitimate by the Board of Directors of the Company (regardless of whether such loss occurs before or after the Period of Service), upon the loss of the position, the restrictions shall be lifted, with respect to a number of the allocated shares calculated by multiplying (i) a fraction obtained by dividing the number of months from April 2026 to the month including the date of such loss by twelve (provided, however, that in cases where the Target Recipient does not hold any of the positions of Board Director, Executive Officer, or Director of the Company as of April 1, 2026 and thereafter assumes the position of Executive Officer or Director, such fraction shall be obtained by dividing the number of months from the month of such assumption to the month including the date of such loss by the number of months from the month of such assumption to March 2027; and provided, further, that if any such calculation exceeds one, it shall be deemed to be one) by (ii) the number of allocated shares held by the Target Recipient (with any fractional share of less than one share resulting from such calculation to be rounded down).
(3) Company buy-back
The Company shall automatically acquire all of the allocated shares without consideration for which the restrictions have not been lifted, immediately after the expiration of the Restriction Period.
(4) Share management
To ensure that the Target Recipients do not transfer, set security interests, or otherwise dispose of the allocated shares, the shares shall be managed during the Restriction Period on stock transfer in a dedicated account for restricted stock opened by the Target Recipients at Daiwa Securities Co. Ltd.
(5) Handling in the case of restructuring, etc.
If during the Restriction Period on stock transfer, the General Meeting of Shareholders of the Company (or the Board of Directors of the Company when approval of the General Meeting of Shareholders is not required for such restructuring) authorizes a merger where the Company will be absorbed, a share exchange agreement or share transfer plan where the Company will become a fully-owned subsidiary, or another type of restructuring, Board of Directors may resolve to lift the restriction on the allocated shares immediately prior to the business day preceding the effective date of such restructuring, for a number of shares equal to the number of months from July 2026 (provided, however, that in cases where the Target Recipient does not hold the position of the Board Director of the Company as of the Payment Due Date but holds the position of Executive Officer or Director, the starting month shall be April 2026, and where the Target Recipient does not hold any of the positions of Board Director, Executive Officer, or Director of the Company as of April 1, 2026 and thereafter assumes the position of Executive Officer or Director, the starting month shall be the month of such assumption) to the month including the approval date, divided by twelve (rounded to one if the calculation is higher than one) and then multiplied by the number of allocated shares held at that time (with any fractional share of less than one share resulting from such calculation to be rounded down).
In addition, as of the business day immediately preceding the effective date of the organizational restructuring, the Company shall acquire without consideration all allotted shares for which the restrictions have not been lifted as of that date.
3.Basis for calculating amount to pay and details
This disposal of treasury stock will be conducted with monetary receivables paid to the Target Recipients under the System as property contributed in kind, and the amount to pay shall be 3,275 yen, which is based on the closing price of the Company’s common stock at the Tokyo Stock Exchange on June 18, 2026 (the business day before the Resolution of the Board of Directors), in order to ensure a price that eliminates arbitrariness. This is the market share price immediately before the Resolution of the Board of Directors, and the Company believes that the price is not particularly advantageous to the Target Recipients as it reasonably reflects the appropriate corporate value of the Company in a situation where there are no special circumstances that indicate that the latest share price cannot be relied upon.
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