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Share Issuance and Disposal7380Juroku Financial Group,Inc.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 30,028 treasury shares to 20 directors, executive officers and others as restricted stock compensation. The disposal price is ¥2,222 per share and the total disposal amount is ¥66,722,216. However, this is not a conventional fundraising transaction because the recipients will contribute their compensation claims in kind.

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30028
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,028Shares

30,028 common shares (treasury shares)

The Company's directors (excluding outside directors and directors serving as Audit and Supervisory Committee members)5 / 7,623 shares
The Company's executive officers (excluding the Company's directors)9 / 6,011 shares
Directors of 株式会社十六銀行 (excluding outside directors of 株式会社十六銀行)7 / 8,860 shares
Executive officers of 株式会社十六銀行 (excluding directors of 株式会社十六銀行)11 / 7,534 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.

¥2,222 per share
Total issue value

¥66,722,216

Total Stock-Based Compensation
Total monetary claims of ¥66,722,216. The compensation limit is ¥800 million per year and the share limit is 40,000 shares per year (adjusted to 200,000 shares per year following the 1-for-5 share split effective 1 April 2026).
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 recipient ceases to hold either the position of director or executive officer of the Company or 株式会社十六銀行
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the Company or 株式会社十六銀行 from the date on which the recipient begins performing duties until immediately before the conclusion of the Company's first ordinary general meeting of shareholders thereafter, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or another relevant event for a justifiable reason, the restrictions will be lifted immediately after retirement or the relevant event with respect to the number of shares calculated in proportion to the period of service.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations during the transfer restriction period or falls under certain other circumstances stipulated in the allotment agreement, and with respect to shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or when the restrictions are lifted due to retirement or another relevant event, the Company will acquire the shares without consideration.
Stock Split Ratio5 shares for each 1 share, effective 1 April 2026
Categories and Number of Persons Covered
Category The Company's directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 7,623 shares, Category The Company's executive officers (excluding the Company's directors) / Number of Employees 9 / Number of allocated shares 6,011 shares, Category Directors of 株式会社十六銀行 (excluding outside directors) / Number of Employees 7 / Number of allocated shares 8,860 shares, Category Executive officers of 株式会社十六銀行 (excluding directors) / Number of Employees 11 / Number of allocated shares 7,534 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon certain retirements or other events.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,222. No discount or premium is stated.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is 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 of30,028 common shares (treasury shares)
Issue price and disposal price¥2,222 per share
Total issue value¥66,722,216
Payment date17 July 2026
Intended allotteeName The Company's directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of Shares 7,623 shares, Name The Company's executive officers (excluding the Company's directors) / Number of Employees 9 / Number of Shares 6,011 shares, Name Directors of 株式会社十六銀行 (excluding outside directors of 株式会社十六銀行) / Number of Employees 7 / Number of Shares 8,860 shares, Name Executive officers of 株式会社十六銀行 (excluding directors of 株式会社十六銀行) / Number of Employees 11 / Number of Shares 7,534 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon certain retirements or other events.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,222. No discount or premium is stated.
Transfer restriction periodFrom 17 July 2026 until immediately after the recipient ceases to hold either the position of director or executive officer of the Company or 株式会社十六銀行
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the Company or 株式会社十六銀行 from the date on which the recipient begins performing duties until immediately before the conclusion of the Company's first ordinary general meeting of shareholders thereafter, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or another relevant event for a justifiable reason, the restrictions will be lifted immediately after retirement or the relevant event with respect to the number of shares calculated in proportion to the period of service.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations during the transfer restriction period or falls under certain other circumstances stipulated in the allotment agreement, and with respect to shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or when the restrictions are lifted due to retirement or another relevant event, the Company will acquire the shares without consideration.
Categories and Number of Persons CoveredCategory The Company's directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 7,623 shares, Category The Company's executive officers (excluding the Company's directors) / Number of Employees 9 / Number of allocated shares 6,011 shares, Category Directors of 株式会社十六銀行 (excluding outside directors) / Number of Employees 7 / Number of allocated shares 8,860 shares, Category Executive officers of 株式会社十六銀行 (excluding directors) / Number of Employees 11 / Number of allocated shares 7,534 shares
Total Stock-Based CompensationTotal monetary claims of ¥66,722,216. The compensation limit is ¥800 million per year and the share limit is 40,000 shares per year (adjusted to 200,000 shares per year following the 1-for-5 share split effective 1 April 2026).
Stock Split Ratio5 shares for each 1 share, effective 1 April 2026
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost recent equity financingMajor 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 the recipients with incentives to achieve sustained growth in corporate value and promote value sharing with shareholders. Restricted stock compensation for the fiscal year ending March 2027 will also be granted to further increase the motivation of the recipients and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Juroku Financial Group,Inc. (7380) timely disclosure | Komori