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Share Issuance and Disposal8346The Toho Bank,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 82,187 treasury shares to 18 directors and executive officers as restricted stock compensation. The total disposal amount is ¥62,873,055, and the transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much82,187Shares

82,187 shares of the Bank's common stock (treasury shares)

Directors of the Bank other than directors who are Audit & Supervisory Committee members and outside directors4 / 44,547 shares
Executive officers of the Bank14 / 37,640 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.

¥765 per share
Total issue value

¥62,873,055

Amount of funds to be raised
Total payment amount: ¥62,873,055; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims held by the recipients)
Total Stock-Based Compensation
Total monetary claims: ¥62,873,055
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares, the total number of issued shares will not increase (rate: Not disclosed)

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 24 July 2026 until immediately after the recipient ceases to hold any position as a director or executive officer of the Bank
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as a director or executive officer of the Bank throughout the service period. If the recipient ceases to hold the position upon expiration of the term of office or for another legitimate reason, some or all of the restrictions will be lifted according to the prescribed calculation method.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, the Bank will acquire all of the allocated shares held by the recipient without consideration. The Bank will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
Directors other than directors who are Audit & Supervisory Committee members and outside directors: 4 people, 44,547 shares; executive officers: 14 people, 37,640 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to any third party, creating security interests over them or otherwise disposing of them in any way. The transfer restriction period runs from 24 July 2026 until immediately after the recipient ceases to hold any position as a director or executive officer of the Bank.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Bank's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥765. No discount or premium rate was specified.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Consultative Committee.
Impact on Business Performance
No impact on business performance 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 of82,187 shares of the Bank's common stock (treasury shares)
Issue price and disposal price¥765 per share
Total issue value¥62,873,055
Amount of funds to be raisedTotal payment amount: ¥62,873,055; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims held by the recipients)
Payment date24 July 2026
Intended allotteeName Directors of the Bank other than directors who are Audit & Supervisory Committee members and outside directors / Number of Employees 4 / Number of Shares 44,547 shares, Name Executive officers of the Bank / Number of Employees 14 / Number of Shares 37,640 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to any third party, creating security interests over them or otherwise disposing of them in any way. The transfer restriction period runs from 24 July 2026 until immediately after the recipient ceases to hold any position as a director or executive officer of the Bank.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase (rate: Not disclosed)
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Bank's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥765. No discount or premium rate was specified.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient ceases to hold any position as a director or executive officer of the Bank
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as a director or executive officer of the Bank throughout the service period. If the recipient ceases to hold the position upon expiration of the term of office or for another legitimate reason, some or all of the restrictions will be lifted according to the prescribed calculation method.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, the Bank will acquire all of the allocated shares held by the recipient without consideration. The Bank will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons CoveredDirectors other than directors who are Audit & Supervisory Committee members and outside directors: 4 people, 44,547 shares; executive officers: 14 people, 37,640 shares
Total Stock-Based CompensationTotal monetary claims: ¥62,873,055
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Consultative Committee.
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 an incentive for the sustainable enhancement of corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | The Toho Bank,Ltd. (8346) timely disclosure | Komori