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Share Issuance and Disposal5831Shizuoka Financial Group,Inc.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 108,301 treasury shares as restricted stock compensation for 53 directors, executive officers and others. The payment amount is ¥3,115 per share, and the transaction will be carried out through an in-kind contribution of monetary compensation receivables rather than by raising cash for the Company.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much108,301Shares

108,301 common shares of the Company (treasury shares)

Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members4 / 9,570 shares
The Company's executive officers who do not concurrently serve as directors5 / 8,850 shares
Directors of the Company's subsidiaries and other affiliated companies33 / 55,381 shares
Executive officers of the Company's subsidiaries and other affiliated companies who do not concurrently serve as directors16 / 34,500 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.

¥3,115 per share
Total issue value

¥337,357,615

Amount of funds to be raised
Total payment amount: ¥337,357,615; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥337,357,615, including ¥29,810,550 attributable to eligible directors of the Company
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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.

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 first 1 July to occur following the retirement or departure of the eligible director or other recipient
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restriction period, provided that the eligible director or other recipient has continuously held the relevant position from the disposal date until immediately before the conclusion of the first annual general meeting of shareholders to occur thereafter. In the event of retirement or departure upon expiration of the term of office, death, or other justifiable grounds, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
Immediately after the expiration of the restriction period, the Company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration shares meeting certain conditions.
Categories and Number of Persons Covered
4 directors of the Company: 9,570 shares; 5 executive officers of the Company who do not concurrently serve as directors: 8,850 shares; 33 directors of the Company's subsidiaries and other affiliated entities: 55,381 shares; 16 executive officers of the Company's subsidiaries and other affiliated entities who do not concurrently serve as directors: 34,500 shares. The total based on the listed categories is 58, while the number of individual recipients is 53.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,115. No discount or premium was disclosed.
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 of108,301 common shares of the Company (treasury shares)
Issue price and disposal price¥3,115 per share
Total issue value¥337,357,615
Amount of funds to be raisedTotal payment amount: ¥337,357,615; estimated net proceeds: not disclosed
Payment date17 July 2026
Intended allotteeCategory Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 4 / Number of Shares 9,570 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of Shares 8,850 shares, Category Directors of the Company's subsidiaries and other affiliated companies / Number of Employees 33 / Number of Shares 55,381 shares, Category Executive officers of the Company's subsidiaries and other affiliated companies who do not concurrently serve as directors / Number of Employees 16 / Number of Shares 34,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares only)
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 Prime Market of the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,115. No discount or premium was disclosed.
Transfer restriction periodFrom 17 July 2026 until immediately after the first 1 July to occur following the retirement or departure of the eligible director or other recipient
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restriction period, provided that the eligible director or other recipient has continuously held the relevant position from the disposal date until immediately before the conclusion of the first annual general meeting of shareholders to occur thereafter. In the event of retirement or departure upon expiration of the term of office, death, or other justifiable grounds, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationImmediately after the expiration of the restriction period, the Company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration shares meeting certain conditions.
Categories and Number of Persons Covered4 directors of the Company: 9,570 shares; 5 executive officers of the Company who do not concurrently serve as directors: 8,850 shares; 33 directors of the Company's subsidiaries and other affiliated entities: 55,381 shares; 16 executive officers of the Company's subsidiaries and other affiliated entities who do not concurrently serve as directors: 34,500 shares. The total based on the listed categories is 58, while the number of individual recipients is 53.
Total Stock-Based CompensationTotal monetary compensation receivables of ¥337,357,615, including ¥29,810,550 attributable to eligible directors of the Company
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 further enhance the motivation of each eligible director and other recipient, taking into consideration the purpose of the restricted stock compensation plan, the Company's business performance, the scope of responsibilities of each eligible director and other recipient, and other relevant factors. The plan is also intended to provide medium- to long-term incentives and promote the sharing of shareholder value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Shizuoka Financial Group,Inc. (5831) timely disclosure | Komori