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Share Issuance and Disposal8304Aozora Bank,Ltd.Banks

Notice Regarding the Issuance of Stock Compensation-Type Stock Options (Share Acquisition Rights)

Aozora Bank, Ltd. resolved to issue 2,435 share subscription rights to 17 executive officers as stock compensation stock options. Each right represents 10 common shares, for a maximum of 24,350 shares.

Worth reading
43Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
24350
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share subscription rights as stock compensation stock options

Who receives how much

Equivalent to 24,350 common shares (2,435 share subscription rights, 10 shares per right)

17 executive officers: 2,435 share subscription rights

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

The payment amount per share subscription right will be the amount obtained by multiplying the option value per share calculated using the Black-Scholes model by the number of shares underlying each right. The specific amount will be calculated on the allotment date.
Amount of funds to be raised

Total amount to be paid: Not disclosed; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Monetary compensation claims equivalent to the total payment amount for the relevant share subscription rights (specific amount: Not disclosed)
Terms of the stock acquisition rights
Exercise price
¥1 per share. The exercise price is fixed, with no adjustment provision.
Exercise period
From 14 July 2026 to 13 July 2056 (if the final day is a non-business day, the preceding business day)
Number of Stock Acquisition Rights
Total number issued: 2,435 rights. Number of rights remaining unexercised: Not disclosed.
Reason for acquisition without consideration
If, before exercising the rights, a holder becomes unable to exercise them under the exercise conditions or the provisions of the share subscription rights allotment agreement. If a proposal for approval of a merger or other transaction in which the Bank becomes the disappearing company is approved, the Bank may also acquire without consideration any share subscription rights that remain unexercised as of that date.
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.

Conditions for lifting transfer restrictions
The rights may be exercised in a single transaction only during the 10-day period beginning on the day after the date on which the holder has ceased to hold both the position of full-time director and that of executive officer. Acquisition through a transfer requires approval by the Board of Directors.
Categories and Number of Persons Covered
17 executive officers of the Bank: 2,435 share subscription rights
Basis for determining the amount to be paid
The Black-Scholes model will be used. The share price will be the closing price for regular trading of the common shares on the Tokyo Stock Exchange on the allotment date, and the expected remaining life will be 2 years. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Resolved at a meeting of the Board of Directors held on 23 June 2026. Whether an independent third-party opinion was obtained and whether shareholder approval was sought are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share subscription rights as stock compensation stock options
Number of shares to be issued or disposed ofEquivalent to 24,350 common shares (2,435 share subscription rights, 10 shares per right)
Issue price and disposal priceThe payment amount per share subscription right will be the amount obtained by multiplying the option value per share calculated using the Black-Scholes model by the number of shares underlying each right. The specific amount will be calculated on the allotment date.
Amount of funds to be raisedTotal amount to be paid: Not disclosed; estimated net proceeds: Not disclosed
Intended allottee17 executive officers: 2,435 share subscription rights
Basis for determining the amount to be paidThe Black-Scholes model will be used. The share price will be the closing price for regular trading of the common shares on the Tokyo Stock Exchange on the allotment date, and the expected remaining life will be 2 years. The discount rate and premium rate are Not disclosed.
Exercise price¥1 per share. The exercise price is fixed, with no adjustment provision.
Exercise periodFrom 14 July 2026 to 13 July 2056 (if the final day is a non-business day, the preceding business day)
Number of Stock Acquisition RightsTotal number issued: 2,435 rights. Number of rights remaining unexercised: Not disclosed.
Conditions for lifting transfer restrictionsThe rights may be exercised in a single transaction only during the 10-day period beginning on the day after the date on which the holder has ceased to hold both the position of full-time director and that of executive officer. Acquisition through a transfer requires approval by the Board of Directors.
Reason for acquisition without considerationIf, before exercising the rights, a holder becomes unable to exercise them under the exercise conditions or the provisions of the share subscription rights allotment agreement. If a proposal for approval of a merger or other transaction in which the Bank becomes the disappearing company is approved, the Bank may also acquire without consideration any share subscription rights that remain unexercised as of that date.
Categories and Number of Persons Covered17 executive officers of the Bank: 2,435 share subscription rights
Total Stock-Based CompensationMonetary compensation claims equivalent to the total payment amount for the relevant share subscription rights (specific amount: Not disclosed)
Procedures under the Corporate Code of ConductResolved at a meeting of the Board of Directors held on 23 June 2026. Whether an independent third-party opinion was obtained and whether shareholder approval was sought are Not disclosed.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 strengthen executive officers’ motivation to improve performance and contribute to increasing corporate value, and to further promote management with an emphasis on shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of Stock Compensation-Type Stock Options (Share Acquisition Rights) | Aozora Bank,Ltd. (8304) timely disclosure | Komori