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Share Issuance and Disposal8338Tsukuba Bank,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Bank resolved to dispose of 27,303 treasury shares to 6 directors as restricted stock compensation. The disposal price is ¥633 per share, for a total disposal value of ¥17,282,799.

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Direction
Neutral
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Scale
27303
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much27,303Shares

27,303 shares of the Bank's common stock (treasury shares)

6 directors of the Bank, excluding directors serving as Audit and Supervisory Committee members and outside directors27,303 shares

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

¥633 per share
Total issue value

¥17,282,799

Amount of funds to be raised
Total payment amount: ¥17,282,799; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥17,282,799. The compensation framework provides for annual compensation of up to ¥40 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 21 July 2026, the payment date, until the date on which the holder ceases to hold the position of director of the Bank
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions provided that the holder continuously remains a director of the Bank from July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the holder ceases to hold the position due to death or another reason deemed legitimate by the Bank's Board of Directors, the number of shares to be released will be calculated by multiplying the number of allocated shares by the number of months in office divided by 12, capped at 1.
Reason for acquisition without consideration
The Bank will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions upon the expiry of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered
6 directors of the Bank, excluding directors serving as Audit and Supervisory Committee members and outside directors; 27,303 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 21 July 2026 until the date on which the holder ceases to hold the position of director of the Bank.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Bank's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥633. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 97th Ordinary General Meeting of Shareholders held on 24 June 2021, the payment of monetary compensation claims of up to ¥40 million per year and the transfer restriction period were approved.
Impact on Business Performance
The impact on business performance is Not 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 of27,303 shares of the Bank's common stock (treasury shares)
Issue price and disposal price¥633 per share
Total issue value¥17,282,799
Amount of funds to be raisedTotal payment amount: ¥17,282,799; estimated net proceeds: Not disclosed
Payment date21 July 2026
Intended allotteeName 6 directors of the Bank, excluding directors serving as Audit and Supervisory Committee members and outside directors / Number of Shares 27,303 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 21 July 2026 until the date on which the holder ceases to hold the position of director of the Bank.
Basis for determining the amount to be paidThe closing price of the Bank's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥633. No discount or premium was applied.
Transfer restriction periodFrom 21 July 2026, the payment date, until the date on which the holder ceases to hold the position of director of the Bank
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions provided that the holder continuously remains a director of the Bank from July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the holder ceases to hold the position due to death or another reason deemed legitimate by the Bank's Board of Directors, the number of shares to be released will be calculated by multiplying the number of allocated shares by the number of months in office divided by 12, capped at 1.
Reason for acquisition without considerationThe Bank will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions upon the expiry of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered6 directors of the Bank, excluding directors serving as Audit and Supervisory Committee members and outside directors; 27,303 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥17,282,799. The compensation framework provides for annual compensation of up to ¥40 million.
Procedures under the Corporate Code of ConductAt the 97th Ordinary General Meeting of Shareholders held on 24 June 2021, the payment of monetary compensation claims of up to ¥40 million per year and the transfer restriction period were approved.
Impact on Business PerformanceThe impact on business performance is Not disclosed
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 RatioMost 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 directors with an incentive to sustainably enhance corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Tsukuba Bank,Ltd. (8338) timely disclosure | Komori