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Share Issuance and Disposal7173Tokyo Kiraboshi Financial Group,Inc.Banks

Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Association

The Company resolved to dispose of 267,480 shares of treasury stock as restricted stock, allocated to the employee stock ownership plan for employees of its subsidiaries (33,435 shares before the stock split). The shares may not be transferred until conditions such as retirement are met.

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Details of issuance or disposal

Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)

Who receives how much

33,435 shares of the Company's common stock (scheduled to become 267,480 shares after the stock split)

東京きらぼしフィナンシャルグループ Employee Stock Ownership Plan33,435 shares (scheduled to become 267,480 shares after the stock split)

The lower thin line represents the existing number of shares to which these shares will be added.

¥12,940 per share (scheduled to become ¥1,617.5 after the stock split)
Amount of funds to be raised

Total payment amount: ¥432,648,900; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Amount of monetary claims: Pattern A, ¥207,040 per employee; Pattern B, ¥116,460 per employee; Pattern C, ¥77,640 per employee; Pattern D, ¥38,820 per employee. Total amount: Not disclosed.
発行済株式総数

0.10% of the total number of issued shares and 0.11% 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.

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 31 August 2026 until immediately after the eligible employee retires from their position as an employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the employee stock ownership plan throughout the restriction period, all of the allocated shares corresponding to the eligible employee's interest in the restricted stock will have their transfer restrictions lifted when the restriction period expires. In cases involving certain retirement reasons or other specified circumstances, the transfer restrictions will be lifted on the date the application to withdraw from the plan is accepted.
Reason for acquisition without consideration
If an eligible employee falls under certain circumstances specified in the allocation agreement during the restriction period, or if the transfer restrictions have not been lifted immediately after the restriction period expires or immediately after the transfer restrictions are lifted.
Stock Split RatioA 1-for-8 stock split. Record date: 30 June 2026; effective date: 1 July 2026.
Categories and Number of Persons Covered
Up to 3,868 employees of the Company's subsidiaries. Pattern A: up to 747 employees, 16 shares per employee (128 shares after the stock split); Pattern B: up to 1,426 employees, 9 shares per employee (72 shares after the stock split); Pattern C: up to 1,188 employees, 6 shares per employee (48 shares after the stock split); Pattern D: up to 507 employees, 3 shares per employee (24 shares after the stock split).
Intended allottee's holding policy
Members' interests in the restricted stock acquired by the employee stock ownership plan may not be withdrawn until the transfer restrictions are lifted. During the restriction period, the interests will be managed in a dedicated account.
Payment date
31 August 2026
Basis for determining the amount to be paid
The closing price of ¥12,940 on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. The deviation was 9.28% from the one-month average of ¥11,841, 12.13% from the three-month average of ¥11,540, and 17.81% from the six-month average of ¥10,984.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was legally appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)
Number of shares to be issued or disposed of33,435 shares of the Company's common stock (scheduled to become 267,480 shares after the stock split)
Issue price and disposal price¥12,940 per share (scheduled to become ¥1,617.5 after the stock split)
Amount of funds to be raisedTotal payment amount: ¥432,648,900; estimated net proceeds: Not disclosed
Payment date31 August 2026
Intended allotteeName 東京きらぼしフィナンシャルグループ Employee Stock Ownership Plan / Number of Shares 33,435 shares (scheduled to become 267,480 shares after the stock split)
Intended allottee's holding policyMembers' interests in the restricted stock acquired by the employee stock ownership plan may not be withdrawn until the transfer restrictions are lifted. During the restriction period, the interests will be managed in a dedicated account.
Dilution Rate0.10% of the total number of issued shares and 0.11% of the total number of voting rights
Total number of issued shares33,400,115 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥12,940 on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. The deviation was 9.28% from the one-month average of ¥11,841, 12.13% from the three-month average of ¥11,540, and 17.81% from the six-month average of ¥10,984.
Transfer restriction periodFrom 31 August 2026 until immediately after the eligible employee retires from their position as an employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the eligible employee remains a member of the employee stock ownership plan throughout the restriction period, all of the allocated shares corresponding to the eligible employee's interest in the restricted stock will have their transfer restrictions lifted when the restriction period expires. In cases involving certain retirement reasons or other specified circumstances, the transfer restrictions will be lifted on the date the application to withdraw from the plan is accepted.
Reason for acquisition without considerationIf an eligible employee falls under certain circumstances specified in the allocation agreement during the restriction period, or if the transfer restrictions have not been lifted immediately after the restriction period expires or immediately after the transfer restrictions are lifted.
Categories and Number of Persons CoveredUp to 3,868 employees of the Company's subsidiaries. Pattern A: up to 747 employees, 16 shares per employee (128 shares after the stock split); Pattern B: up to 1,426 employees, 9 shares per employee (72 shares after the stock split); Pattern C: up to 1,188 employees, 6 shares per employee (48 shares after the stock split); Pattern D: up to 507 employees, 3 shares per employee (24 shares after the stock split).
Total Stock-Based CompensationAmount of monetary claims: Pattern A, ¥207,040 per employee; Pattern B, ¥116,460 per employee; Pattern C, ¥77,640 per employee; Pattern D, ¥38,820 per employee. Total amount: Not disclosed.
Stock Split RatioA 1-for-8 stock split. Record date: 30 June 2026; effective date: 1 July 2026.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was legally appropriate.
Items this document does not state (11)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 support the asset formation of eligible employees, provide them with an incentive to enhance the Company's corporate value, and promote enrollment by subsidiary employees in the employee stock ownership plan.

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Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Association | Tokyo Kiraboshi Financial Group,Inc. (7173) timely disclosure | Komori