SKY Perfect JSAT : Notice on the New Shares Issued as Remuneration for Company Directors and Subsidiary Executive Officers and Directors

Jun 21, 2024

　At the Board of Directors meeting held today, SKY Perfect JSAT Holdings Inc. (hereinafter "the Company") decided on the issuing of new shares (hereinafter "this issuing of new shares") as remuneration.

1.Overview of Issuing Shares

(1) Payment date	July 19, 2024
(2) Type and number of shares issued	102,841 shares of common stock for the Company
(3) Share price	853 yen per share
(4) Total price issued	87,723,373 yen
(5) Allocation target	36,575 shares to 4 Directors (*) of the Company *Excluding Outside Directors 66,266 shares to15 Executive Officers and Directors of subsidiary

2.Goal and Reason of Issuing Shares
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 Company Directors (excluding outside directors or auditors, hereinafter the same applies) for the goal of promoting further sharing of value with shareholders, while providing an incentive for continuously improving our corporate value and shareholder value in the medium to long-term. At the 13th Annual General Meeting of Shareholders held on July 30, 2020, we had approval that the monetary receivables paid to the recipients as the properties contributed in kind for the granting of restricted stock as remuneration shall be within 60 million yen of the current annual monetary receivables limit and that the restriction on stock transfer shall remain in place from the payment date until the retirement or resignation of the recipients from their position as Company Directors and Subsidiary Executive Officers and Directors or other position defined by the Board of Directors.

　An overview of the System is indicated below.

The Company Directors pay the monetary receivables provided by the Company or its Subsidiary based on the System in full as properties contributed in kind, and receive the issuing or disposal of common stock for the Company.
The total number of common stock shares issued or disposed due to 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 recipients.
Regarding the issuing and disposing of the Company common stock due to the System, a restricted stock allocation agreement shall be entered between the Company and the Target Directors and include the following items.
①　That the recipients must not transfer, set security interests, or otherwise dispose of the Company common stock received via the allocation agreement during the defined period
②　That the Company retrieves the corresponding common stock free of charge when certain circumstances arise

　At the Board meeting held today, we also decided to provide the same restricted stock-based remuneration system to Subsidiary 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 meeting held today to grant a monetary receivables total of 31,198,475 yen to 4 Company Directors (hereinafter "Target Directors") and (2) subsidiary SKY Perfect JSAT Corporation decided to grant a monetary receivables total of 56,524,898 yen to 15 Executive Officers and Directors of that company based on that resolution of its Board of Directors. Therefore, the Company resolved to issue 102,841 shares of common stock for the goal of contribution in kind for the monetary receivables total of 87,723,373 yen (where 853 yen is the amount of the monetary receivables contributed per share for subscription).

The Company and Target Directors will enter an restricted stock allocation agreement for this issuing of new shares, and an overview of that agreement is indicated below. The Company also plans to enter an equivalent stock allocation agreement with the Subsidiary Executive Officers and Directors to grant the newly issued shares to.
(1) Period for restriction on stock transfer
The restriction on stock transfer shall remain in place from July 19, 2024 (the payment date) until the date on the retirement or resignation (or, in cases where such date is prior to July 1, 2025, July 2, 2025) of the recipients from their position as Company Directors and Subsidiary Executive Officers and Directors, and the 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 allocated shares shall be lifted on the date that the restriction on stock transfer expires, provided that the recipients continue to retain their position as Company Directors and Subsidiary Executive Officers and Directors from the payment date to the day that the General Meeting of Shareholders of Company conclude for the fiscal year ending March 2025, or if their position are not as Directors of Company or its subsidiary as of the end of March 2024, but as Executive Officers or Directors of its subsidiary, from April 1, 2024 to the end of March 2025 (hereinafter "Period of Service"). However, if a Target Director loses their position during the Period of Service due to death or another reason deemed legitimate by the Board of Directors (regardless of before or after the Period of Service), upon the loss of the position, the restrictions will be lifted for the number of allocated shares calculated by dividing the number of months from July 2024 to the month including the day of loss by twelve (provided, however if higher than one or if the date of such loss is later than the expiration of the Period of Service, it shall be deemed as one) and multiplying that divided number by the number of allocated shares (rounded down).

(3) Company buy-back
When the period for restriction on stock transfer expires or at other times stipulated in the agreement, the Company acquires allocated shares that are still restricted free of charge.

(4) Share management
To ensure that the recipients do not transfer, set security interests, or otherwise dispose of allocated shares, the shares shall be managed during the period for restriction on stock transfer in a dedicated account for restricted stock opened by the Directors at Daiwa Securities Co. Ltd.

(5) Handling in the case of restructuring, etc.
If during the period for restriction on stock transfer, the General Meeting of Shareholders of the Company (or the Board meeting of the Company when authorization of the General Meeting of Shareholders is not required for the corresponding 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, a resolution at the Board meeting of the company can be made to lift the restriction on allocated shares immediately before the business day before the restructuring goes into effect, for a number of shares equal to the number of months from July 2024 to the month including the corresponding day, divided by twelve (rounded to one if higher than one) and then multiplied by the number of allocated shares held at the time (rounded down).

3.Basis for calculating amount to pay and details
This issuing of new shares will be conducted with monetary receivables paid to the Target Directors of the System as properties contributed in kind, and the amount to pay shall be 853 yen, which is based on the closing price of the Company common stock at the Tokyo Stock Exchange on June 20, 2024 (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 we believe that the price is not particularly advantageous to the 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.