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Share Issuance and Disposal8349THE TOHOKU BANK,LTD.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Bank resolved to dispose of 5,400 treasury shares held by the Bank to 5 directors and 7 executive officers as restricted stock compensation. The disposal price is ¥1,399 per share, for a total of ¥7,554,600.

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5400
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,400Shares

5,400 common shares of the Bank (treasury shares)

5 directors of the Bank, excluding outside directors, directors serving as Audit and Supervisory Committee members, and non-executive directors4,000 shares
7 executive officers of the Bank1,400 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.

¥1,399 per share
Total issue value

¥7,554,600

Amount of funds to be raised
Total payment amount: ¥7,554,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥7,554,600
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 retires or resigns from the prescribed position at the Bank or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the prescribed position from the payment date until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the restriction period expires. In the event of retirement or resignation upon expiration of the term of office, reaching mandatory retirement age, or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement or resignation.
Reason for acquisition without consideration
The Bank will automatically acquire without consideration any of the shares granted under this arrangement for which the transfer restrictions have not been lifted when the restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Bank, excluding outside directors, directors serving as Audit and Supervisory Committee members, and non-executive directors / Number of Employees 5 / Number of allocated shares 4,000 shares, Category Executive officers of the Bank / Number of Employees 7 / Number of allocated shares 1,400 shares
Intended allottee's holding policy
The shares will be subject to transfer restrictions from the payment date until immediately after the relevant recipient retires or resigns from the prescribed position at the Bank or one of its subsidiaries. The shares will be managed in dedicated accounts.
Payment date
24 July 2026
Basis for determining the amount to be paid
The price is based on the closing price of the Bank's common shares on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, which was ¥1,399. The discount rate and premium rate are 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 of5,400 common shares of the Bank (treasury shares)
Issue price and disposal price¥1,399 per share
Total issue value¥7,554,600
Amount of funds to be raisedTotal payment amount: ¥7,554,600; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 5 directors of the Bank, excluding outside directors, directors serving as Audit and Supervisory Committee members, and non-executive directors / Number of Shares 4,000 shares, Name 7 executive officers of the Bank / Number of Shares 1,400 shares
Intended allottee's holding policyThe shares will be subject to transfer restrictions from the payment date until immediately after the relevant recipient retires or resigns from the prescribed position at the Bank or one of its subsidiaries. The shares will be managed in dedicated accounts.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe price is based on the closing price of the Bank's common shares on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, which was ¥1,399. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient retires or resigns from the prescribed position at the Bank or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the prescribed position from the payment date until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the restriction period expires. In the event of retirement or resignation upon expiration of the term of office, reaching mandatory retirement age, or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement or resignation.
Reason for acquisition without considerationThe Bank will automatically acquire without consideration any of the shares granted under this arrangement for which the transfer restrictions have not been lifted when the restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Bank, excluding outside directors, directors serving as Audit and Supervisory Committee members, and non-executive directors / Number of Employees 5 / Number of allocated shares 4,000 shares, Category Executive officers of the Bank / Number of Employees 7 / Number of allocated shares 1,400 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥7,554,600
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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.

The purpose is to provide the eligible directors and executive officers with a medium- to long-term incentive, align their interests with shareholder value, and further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | THE TOHOKU BANK,LTD. (8349) timely disclosure | Komori