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Share Issuance and Disposal8359Hachijuni Nagano Bank,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 41,549 treasury shares to 4 directors and 16 executive officers as restricted stock compensation. The total disposal value is ¥97,868,670, and the shares will be subject to transfer restrictions for up to 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much41,549Shares

41,549 common shares of the Company (treasury shares)

The Bank's directors (excluding outside directors)4 / 14,177 shares
Executive officers of the Company who do not concurrently serve as directors16 / 27,372 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.

¥2,355.5 per share
Total issue value

¥97,868,670

Amount of funds to be raised
The disposal will be made in exchange for monetary compensation claims totaling ¥97,868,670 as in-kind contribution property, and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Monetary compensation claims totaling ¥97,868,670 (the annual compensation limit for eligible directors is ¥100 million or less)
発行済株式総数

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

As this involves only the disposal of treasury shares, the total number of issued shares will not increase and the dilution rate is 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 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held either the position of director of the Company or executive officer who does not concurrently serve as a director throughout the service provision period. In cases such as retirement for a legitimate reason, the restrictions will be lifted immediately after retirement.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient engages in an act that violates laws or regulations or otherwise falls under certain grounds stipulated in the allotment agreement; if any shares remain subject to transfer restrictions; if any shares remain subject to transfer restrictions in connection with a corporate reorganization or other event; or if certain events occur, including a material violation of laws, regulations or internal rules, serious accounting fraud, or a substantial loss.
Categories and Number of Persons Covered
Directors of the Company (excluding outside directors): 4 people, 14,177 shares; executive officers of the Company who do not concurrently serve as directors: 16 people, 27,372 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,355.5. There is no discount or premium.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business Performance
The specific impact on 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 of41,549 common shares of the Company (treasury shares)
Issue price and disposal price¥2,355.5 per share
Total issue value¥97,868,670
Amount of funds to be raisedThe disposal will be made in exchange for monetary compensation claims totaling ¥97,868,670 as in-kind contribution property, and the estimated net proceeds are Not disclosed
Payment date17 July 2026
Intended allotteeName The Bank's directors (excluding outside directors) / Number of Employees 4 / Number of Shares 14,177 shares, Name Executive officers of the Company who do not concurrently serve as directors / Number of Employees 16 / Number of Shares 27,372 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them.
Dilution RateAs this involves only the disposal of treasury shares, the total number of issued shares will not increase and the dilution rate is Not disclosed
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 closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,355.5. There is no discount or premium.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held either the position of director of the Company or executive officer who does not concurrently serve as a director throughout the service provision period. In cases such as retirement for a legitimate reason, the restrictions will be lifted immediately after retirement.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient engages in an act that violates laws or regulations or otherwise falls under certain grounds stipulated in the allotment agreement; if any shares remain subject to transfer restrictions; if any shares remain subject to transfer restrictions in connection with a corporate reorganization or other event; or if certain events occur, including a material violation of laws, regulations or internal rules, serious accounting fraud, or a substantial loss.
Categories and Number of Persons CoveredDirectors of the Company (excluding outside directors): 4 people, 14,177 shares; executive officers of the Company who do not concurrently serve as directors: 16 people, 27,372 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥97,868,670 (the annual compensation limit for eligible directors is ¥100 million or less)
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business PerformanceThe specific impact on performance is Not disclosed
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.

The purpose is to share with shareholders not only the benefits of a rising share price but also the risks of a falling share price, thereby increasing the recipients’ motivation and morale to contribute to improved performance and corporate value over the medium to long term, as well as further enhancing the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Hachijuni Nagano Bank,Ltd. (8359) timely disclosure | Komori