Sky Perfect Jsat Corporation TSE:9412
SKY Perfect JSAT : Notice Regarding Disposal of Treasury Shares for the Employee Stock Ownership Plan PDF（319KB）
Source: MarketScreener
News Release
April 28, 2026 SKY Perfect JSAT Corporation
Notice Regarding Disposal of Treasury Shares for the Employee Stock Ownership Plan
SKY Perfect JSAT Corporation (Head Office: Minato-ku, Tokyo; Representative Director, President & Chief Executive Officer: Eiichi Yonekura; the "Company") hereby announces that, at a meeting of its Board of Directors held today, it resolved to dispose of treasury shares as restricted shares (the "Disposal of Treasury Shares" or the "Disposal") with the SKY Perfect JSAT Employee Stock Ownership Plan (the "ESOP") as the planned allottee, in accordance with the Restricted Stock Plan for the Employee Stock Ownership Plan (the "Plan"), as follows.
Overview of the Disposal
(1) Disposal Date
August 3, 2026
Class and Number
(2) of Shares to be Disposed of
Common shares of the Company: 39,000 shares (Note)
(3) Disposal Price
3,090 yen per share
(4) Total Disposal Amount
120,510,000 yen (Note)
(5) Method of Disposal (Planned Allottee)
By way of third-party allotment, subject to applications for subscription being made by the ESOP, the Company will allot to the ESOP the number of shares applied for as determined by the ESOP, within the number of shares set forth in (2) above (such allotted number shall constitute the number of shares to be disposed of).
(SKY Perfect JSAT Employee Stock Ownership Plan: 39,000 shares)
Applications for subscription for only a portion of the number of shares granted to each Eligible Employee (as
defined below) will not be accepted.
(6) Other Matters
With respect to the Disposal of Treasury Shares, the Company has submitted an extraordinary report in accordance with the Financial Instruments and Exchange
Act.
(Note) The "Number of Shares to be Disposed of " and the "Total Disposal Amount" are calculated on the assumption that the maximum number of employees who may be eligible under the Plan, namely 780 employees of the Company, are each granted 50 shares of the Company's common stock as restricted shares. The actual Number of Shares to be Disposed of and the Total Disposal Amount will be determined based on the number of employees of the Company who consent to the Plan after completion of membership promotion for non-members of the ESOP and confirmation of consent to the Plan among ESOP members (up to a maximum of 780 employees) (the "Eligible Employees"). Specifically, as described in (5) above, the number of shares applied for as determined by the ESOP will constitute the "Number of Shares to be Disposed of,"and the amount obtained by multiplying such number by the disposal price per share will constitute the"Total Disposal Amount." The Company will uniformly grant monetary claims of 154,500 yen to each Eligible Employee, and through the ESOP, will uniformly allot 50 shares to each Eligible Employee.
Purpose and Reason for the Disposal
At a meeting of its Board of Directors held today, the Company resolved to introduce the Plan, which is intended, as a measure to enhance employee welfare, to provide Eligible Employees who are members of the ESOP with an opportunity to acquire shares of the Company's common stock issued or disposed of by the Company as restricted shares through the ESOP, thereby assisting in the formation of assets by Eligible Employees, enhancing mid- to long-term employee engagement, and contributing to
the sustainable enhancement of the Company's corporate value.
【Outline of the Plan】
Under the Plan, the Company will grant each Eligible Employee a monetary claim (the "Special Benefit Grant") as a special benefit for the purpose of granting 50 shares per employee as restricted shares. Eligible Employees will contribute the Special Benefit Grant to the ESOP. The ESOP will then make an in-kind contribution of the monetary claims contributed by Eligible Employees to the Company, and will receive issuance or disposal of the Company's common stock as restricted shares.
When issuing or disposing of the Company's common stock under the Plan, the payment amount per share will be determined by the Board of Directors, based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the relevant Board resolution date (or, if no trades occurred on that date, the closing price on the most recent preceding trading day), within a range that does not result in a price particularly favorable to the ESOP (and, by extension, the Eligible Employees).
In connection with the issuance or disposal of the Company's common stock under the Plan, the Company and the ESOP will enter into a restricted stock allotment agreement
that includes provisions such as (i) prohibition, for a certain period, on transfer to third parties, creation of security interests, or other disposition of the allotted shares (the "Transfer Restrictions"), and (ii) acquisition by the Company of the allotted shares without compensation upon the occurrence of certain events. Payment of the Special Benefit Grant to Eligible Employees will be made subject to the execution of such restricted stock allotment agreement between the Company and the ESOP.
Until the transfer restrictions are lifted, Eligible Employees will be restricted, in accordance with the ESOP rules and related regulations (the "ESOP Rules")(Note), from withdrawing the membership interests held by such Eligible Employees relating to the restricted shares that they hold in proportion to the monetary claims contributed to the ESOP, which are the membership interests pertaining to the restricted shares (the "Restricted Share Interests" or "RS Interests").
(Note) The ESOP plans to resolve, at a meeting of its Board of ESOP to be held promptly after the resolution of the Company's Board of Directors regarding the Disposal of Treasury Shares, amendments to the ESOP rules and related regulations to accommodate the Plan prior to receiving the Disposal of Treasury Shares. Such amendments are scheduled to become effective after the lapse of two weeks from the date on which notice is given to ESOP members pursuant to the ESOP rules and related regulations following such Board resolution, provided that objections from ESOP members are less than one-third of the total number of ESOP members.
In the Disposal of Treasury Shares, based on the Plan, the ESOP, which is the planned allottee, will make payment by contributing, as in-kind contribution property, the entirety of the Special Benefit Grants contributed by Eligible Employees, and the Company will dispose of its common stock to the ESOP (the "Allotted Shares").
In the Disposal of Treasury Shares, the outline of the restricted stock allotment agreement to be entered into between the Company and the ESOP (the "Allotment Agreement") is as described in "3. Outline of the Restricted Stock Allotment Agreement" below. The number of shares to be disposed of in the Disposal of Treasury Shares will be determined at a later date as described in Note to Section 1 above; however, if all 780 employees of the Company, which is the maximum number of employees who may be eligible under the Plan, join the ESOP and consent to the Plan, the number of shares to be disposed of is expected to be 39,000 shares.
Assuming such number of shares, the scale of dilution resulting from the Disposal of Treasury Shares will be 0.01% of the total number of issued shares of the Company, being 297,681,264 shares outstanding as of March 31, 2026 (rounded to the third decimal place), and 0.01% of the total number of voting rights, being 2,833,277 voting rights, as of March 31, 2026.
The introduction of the Plan is intended, as a measure to enhance employee welfare, to provide Eligible Employees with an opportunity to acquire the Company's common stock issued or disposed of by the Company as restricted shares through the ESOP, thereby assisting in the formation of assets by Eligible Employees, enhancing mid- to long-term employee engagement, and contributing to the sustainable enhancement of corporate value. The Company believes that the Plan contributes to the enhancement of the Company's corporate value, and has determined that the number of shares to be disposed of and the scale of dilution in the Disposal of Treasury Shares are reasonable, and that, even taking such dilution into account, the impact on the market will be minor.
The Disposal of Treasury Shares will be implemented subject to the effectiveness, by the day immediately preceding the disposal date of the Disposal of Treasury Shares, of the amended ESOP rules and related regulations, and the execution of the Allotment Agreement between the Company and the ESOP within a prescribed period.
Outline of the Restricted Stock Allotment Agreement
Transfer Restriction Period
From August 3, 2026 to June 30, 2031
Conditions for Lifting of Transfer Restrictions
Transfer restrictions on all of the allotted shares corresponding to the RS Interests held by Eligible Employees who continuously remain members of the ESOP during the transfer restriction period will be lifted upon expiration of the transfer restriction period.
Treatment upon Withdrawal from the ESOP
If an Eligible Employee withdraws from the ESOP during the transfer restriction period for a justifiable reason (meaning loss of membership qualification or submission of a withdrawal application, including withdrawal due to death), the Company will lift the transfer restrictions, as of the date on which the ESOP accepts the withdrawal application (or, in the case of loss of membership qualification, the date on which such qualification is lost, or in the case of withdrawal due to death, the date of death), on the number of allotted shares corresponding to the RS Interests held by such Eligible Employee, multiplied by the ratio obtained through dividing the number of months from the month following the month including the disposal date through the month including the withdrawal application acceptance date (excluding any leave-of-absence period during the transfer restriction period) by the total number of months in the transfer restriction period (58). Any fractional shares of less than one share resulting from such calculation shall be rounded down.
Notwithstanding the foregoing, if an Eligible Employee withdraws from the ESOP due to mandatory retirement, appointment as an officer, or transfer to another company during the transfer restriction period, the Company will lift the transfer restrictions on all of the allotted shares corresponding to the RS Interests held by such Eligible Employee as of the withdrawal application acceptance date.
Treatment upon Becoming a Non-Resident
If, during the transfer restriction period, a decision is made by the Company that an Eligible Employee will become a non-resident due to overseas assignment or similar reasons, the Company will lift the transfer restrictions on all of the allotted shares corresponding to the RS Interests held by such Eligible Employee as of the date of such decision.
Acquisition without Compensation by the Company
If an Eligible Employee commits a violation of laws or regulations during the transfer restriction period or otherwise falls under certain events specified in the restricted stock allotment agreement, the Company will automatically acquire, without compensation, all of the allotted shares corresponding to the RS Interests held by such Eligible Employee at that time. In addition, the Company will automatically acquire, without compensation, any allotted shares for which transfer restrictions have not been lifted as of the expiration of the transfer restriction period or as of the time when transfer restrictions are lifted pursuant to (3) or (4) above.
Management of Shares
To prevent transfer, creation of security interests, or other disposition of the allocated shares during the transfer restriction period, the allotted shares will be managed in a dedicated account opened by the ESOP at Nomura Securities Co., Ltd. In accordance with the ESOP rules and related regulations, the ESOP will separately register and manage the RS Interests from other membership interests held by Eligible Employees.
Treatment in Organizational Restructuring
If, during the transfer restriction period, a merger agreement in which the Company becomes a dissolving company, a share exchange agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, or other matters relating to organizational restructuring are approved at a shareholders' meeting of the Company (or, if shareholder approval is not required, at a meeting of the Board of Directors), the Company may, by resolution of the Board of
/ 7