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Share Issuance and Disposal5831Shizuoka Financial Group,Inc.Banks

Notice Regarding the Disposal of Treasury Shares in Connection with an Employee Incentive Plan (RS Trust)

The Company resolved to dispose of 550,000 treasury shares to the employee RS trust at ¥2,637.5 per share. The disposal is intended to continue the employee share-based compensation plan after partially revising it.

Worth reading
49Recurring
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Direction
Neutral
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Scale
550000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as share-based compensation (Employee Incentive Plan (RS Trust))

発行・処分する株式数550,000Shares

550,000 treasury shares

Intended allottee
Sumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))
¥2,637.5 per share
発行済株式総数

0.09% (based on 580,129,069 issued shares as of 31 December 2025), and 0.10% of the total number of voting rights

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.

Categories and Number of Persons Covered
Employees of the Company and its subsidiaries. The breakdown by category of recipients and allocated shares is not disclosed.
Payment date
19 May 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 30 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,637.5. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The Company's Audit and Supervisory Committee (4 members, 3 of whom are outside directors) expressed the opinion that the basis for calculating the disposal price is reasonable, that the price does not constitute a disposal price particularly favorable to the planned recipient, and that the disposal is lawful. The trust administrator is an independent third party unaffiliated with the Company and its officers.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as share-based compensation (Employee Incentive Plan (RS Trust))
Number of shares to be issued or disposed of550,000 treasury shares
Issue price and disposal price¥2,637.5 per share
Payment date19 May 2026
Intended allotteeSumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))
Dilution Rate0.09% (based on 580,129,069 issued shares as of 31 December 2025), and 0.10% of the total number of voting rights
Total number of issued shares580,129,069 shares (as of 31 December 2025) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 30 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,637.5. No discount or premium was stated.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries. The breakdown by category of recipients and allocated shares is not disclosed.
Procedures under the Corporate Code of ConductThe Company's Audit and Supervisory Committee (4 members, 3 of whom are outside directors) expressed the opinion that the basis for calculating the disposal price is reasonable, that the price does not constitute a disposal price particularly favorable to the planned recipient, and that the disposal is lawful. The trust administrator is an independent third party unaffiliated with the Company and its officers.
Items this document does not state (18)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 clarify the linkage between employee compensation and the value of the Company's shares and, over the medium to long term, contribute to enhancing corporate value. The number of shares also corresponds to the number expected to be delivered to employees during the extended trust period.

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Notice Regarding the Disposal of Treasury Shares in Connection with an Employee Incentive Plan (RS Trust) | Shizuoka Financial Group,Inc. (5831) timely disclosure | Komori