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Share Issuance and Disposal5844Kyoto Financial Group,Inc.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 18,370 treasury shares held by the Company as restricted stock compensation for 26 directors and executive officers of the Company and its subsidiary. The total disposal price is ¥83,252,840, and the shares may not be transferred for a specified period.

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48Recurring
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Direction
Neutral
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Scale
18370
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,370Shares

18,370 treasury shares

The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members4 / 4,908 shares
The Company's executive officers3 / 1,433 shares
Directors of The Bank of Kyoto, Ltd., excluding outside directors6 / 3,914 shares
Executive officers of The Bank of Kyoto, Ltd.19 / 8,115 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.

¥4,532 per share
Total issue value

¥83,252,840

Amount of funds to be raised
Total monetary compensation claims contributed in kind: ¥83,252,840; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥83,252,840, including ¥22,243,056 for the Company's eligible directors. The annual compensation limit for monetary compensation claims for the Company's eligible directors is ¥150 million.
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 24 July 2026 until the date on which the Company recipients cease to hold either the position of director or executive officer of the Company, and until the date on which the Kyoto Bank recipients cease to hold either the position of director or executive officer of The Bank of Kyoto, Ltd.
Conditions for lifting transfer restrictions
For the Company recipients, all shares will be released from the transfer restrictions upon expiration of the restriction period, provided that they continuously hold the prescribed position from 26 June 2026 until the date of the Company's annual general meeting of shareholders held in the following year. For the Kyoto Bank recipients, the same condition applies from that date until the date of The Bank of Kyoto, Ltd.'s annual general meeting of shareholders held in the following year. If a recipient ceases to hold the position due to death or another reason deemed legitimate by the Company, the restrictions will be lifted for the number of shares corresponding to the recipient's period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions remain after the restrictions are lifted.
Categories and Number of Persons Covered
Company directors: 4 people, 4,908 shares; Company executive officers: 3 people, 1,433 shares; directors of The Bank of Kyoto, Ltd.: 6 people, 3,914 shares; executive officers of The Bank of Kyoto, Ltd.: 19 people, 8,115 shares. The total is 32 positions held by 26 individuals.
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The eligible recipients will hold the shares in designated accounts, and the Company will acquire without consideration any shares that do not satisfy the specified conditions for lifting the transfer restrictions.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,532. No discount or premium rate was stated.
Most recent equity financing
Timing 14 May 2024 / Type Resolution to introduce a restricted stock compensation plan / Amount Not disclosed
Impact on Business Performance
No impact of this matter on financial results was stated.
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 of18,370 treasury shares
Issue price and disposal price¥4,532 per share
Total issue value¥83,252,840
Amount of funds to be raisedTotal monetary compensation claims contributed in kind: ¥83,252,840; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 4 / Number of Shares 4,908 shares, Name The Company's executive officers / Number of Employees 3 / Number of Shares 1,433 shares, Name Directors of The Bank of Kyoto, Ltd., excluding outside directors / Number of Employees 6 / Number of Shares 3,914 shares, Name Executive officers of The Bank of Kyoto, Ltd. / Number of Employees 19 / Number of Shares 8,115 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The eligible recipients will hold the shares in designated accounts, and the Company will acquire without consideration any shares that do not satisfy the specified conditions for lifting the transfer restrictions.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,532. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the Company recipients cease to hold either the position of director or executive officer of the Company, and until the date on which the Kyoto Bank recipients cease to hold either the position of director or executive officer of The Bank of Kyoto, Ltd.
Conditions for lifting transfer restrictionsFor the Company recipients, all shares will be released from the transfer restrictions upon expiration of the restriction period, provided that they continuously hold the prescribed position from 26 June 2026 until the date of the Company's annual general meeting of shareholders held in the following year. For the Kyoto Bank recipients, the same condition applies from that date until the date of The Bank of Kyoto, Ltd.'s annual general meeting of shareholders held in the following year. If a recipient ceases to hold the position due to death or another reason deemed legitimate by the Company, the restrictions will be lifted for the number of shares corresponding to the recipient's period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions remain after the restrictions are lifted.
Categories and Number of Persons CoveredCompany directors: 4 people, 4,908 shares; Company executive officers: 3 people, 1,433 shares; directors of The Bank of Kyoto, Ltd.: 6 people, 3,914 shares; executive officers of The Bank of Kyoto, Ltd.: 19 people, 8,115 shares. The total is 32 positions held by 26 individuals.
Total Stock-Based CompensationTotal monetary compensation claims: ¥83,252,840, including ¥22,243,056 for the Company's eligible directors. The annual compensation limit for monetary compensation claims for the Company's eligible directors is ¥150 million.
Most recent equity financingTiming 14 May 2024 / Type Resolution to introduce a restricted stock compensation plan / Amount Not disclosed
Impact on Business PerformanceNo impact of this matter on financial results was stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offering

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 provide an incentive to sustainably enhance corporate value and promote value sharing with shareholders, as well as to further motivate each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Kyoto Financial Group,Inc. (5844) timely disclosure | Komori