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Share Issuance and Disposal7389Aichi Financial Group,Inc.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 46,000 treasury shares to 16 directors and other officers as restricted stock compensation. The disposal price is ¥1,354 per share, for a total disposal value of ¥62.284 million.

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46000
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much46,000Shares

46,000 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 11,200 shares
Directors of a subsidiary of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors10 / 34,800 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.

¥1,354 per share
Total issue value

¥62,284,000

Amount of funds to be raised
Total payment amount: ¥62,284,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥62,284,000. The annual ceiling for total compensation is ¥100 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 13 July 2026 until the date on which the recipient ceases to hold any position as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictions
In principle, the recipient must continuously hold a position as a director of the Company or its subsidiaries through the date of the first annual general meeting held by the Company after the start of the transfer restriction period (in the case of a subsidiary director, through the end of the subsidiary's 118th fiscal year). If the recipient ceases to hold office for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director of the Company or its subsidiaries before the prescribed date, except where the Board of Directors recognizes a valid reason; if the restrictions have not been lifted when the transfer restriction period expires; or if the restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or other similar event.
Stock Split Ratio5 common shares for each common share, effective 1 April 2026
Categories and Number of Persons Covered
6 directors of the Company: 11,200 shares; 10 directors of the Company's subsidiaries: 34,800 shares (excluding directors who are Audit and Supervisory Committee members and outside directors)
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
13 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,354. No discount or premium is 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 of46,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,354 per share
Total issue value¥62,284,000
Amount of funds to be raisedTotal payment amount: ¥62,284,000; estimated net proceeds: Not disclosed
Payment date13 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 11,200 shares, Name Directors of a subsidiary of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Employees 10 / Number of Shares 34,800 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,354. No discount or premium is stated.
Transfer restriction periodFrom 13 July 2026 until the date on which the recipient ceases to hold any position as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictionsIn principle, the recipient must continuously hold a position as a director of the Company or its subsidiaries through the date of the first annual general meeting held by the Company after the start of the transfer restriction period (in the case of a subsidiary director, through the end of the subsidiary's 118th fiscal year). If the recipient ceases to hold office for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director of the Company or its subsidiaries before the prescribed date, except where the Board of Directors recognizes a valid reason; if the restrictions have not been lifted when the transfer restriction period expires; or if the restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or other similar event.
Categories and Number of Persons Covered6 directors of the Company: 11,200 shares; 10 directors of the Company's subsidiaries: 34,800 shares (excluding directors who are Audit and Supervisory Committee members and outside directors)
Total Stock-Based CompensationTotal monetary compensation receivables: ¥62,284,000. The annual ceiling for total compensation is ¥100 million.
Stock Split Ratio5 common shares for each common share, effective 1 April 2026
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Aichi Financial Group,Inc. (7389) timely disclosure | Komori