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Share Issuance and Disposal8364THE SHIMIZU BANK,LTD.Banks

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

The Bank resolved to dispose of 9,108 treasury shares at ¥2,415 per share as restricted stock compensation for 8 directors. The payment date is 23 July 2026, and the shares will be subject to transfer restrictions until the director ceases to hold office.

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Direction
Neutral
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Scale
9108
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,108Shares

9,108 common shares of the Bank (treasury shares)

9,108 shares to 8 directors of the Bank, excluding directors who are Audit and Supervisory Committee members and outside directors

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

¥2,415 per share
Total issue value

¥21,995,820

Amount of funds to be raised
Total payment amount: ¥21,995,820; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables granted to the 8 eligible directors: ¥21,995,820. Monetary remuneration receivables under the plan are capped at ¥36 million per year.
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 23 July 2026, the payment date, through the date on which the holder ceases to hold office as a director of the Bank
Conditions for lifting transfer restrictions
Subject to the holder continuously remaining a director of the Bank from 23 July 2026 through the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending March 2027, all of the shares allotted under this plan will be released from the transfer restrictions upon expiration of the transfer restriction period. If the holder ceases to hold office due to death or another reason deemed legitimate by the Bank’s Board of Directors, the restrictions will be released for the number of shares corresponding to the holder’s months of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed point specified in the allotment agreement, the Bank will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons Covered
8 directors of the Bank, excluding directors who are Audit and Supervisory Committee members and outside directors: 9,108 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 23 July 2026 through the date on which the holder ceases to hold office as a director of the Bank.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Bank’s common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,415. No discount or premium applies.
Impact on Business Performance
No impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is 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 of9,108 common shares of the Bank (treasury shares)
Issue price and disposal price¥2,415 per share
Total issue value¥21,995,820
Amount of funds to be raisedTotal payment amount: ¥21,995,820; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allottee9,108 shares to 8 directors of the Bank, excluding directors who are Audit and Supervisory Committee members and outside directors
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 23 July 2026 through the date on which the holder ceases to hold office as a director of the Bank.
Basis for determining the amount to be paidThe closing price of the Bank’s common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,415. No discount or premium applies.
Transfer restriction periodFrom 23 July 2026, the payment date, through the date on which the holder ceases to hold office as a director of the Bank
Conditions for lifting transfer restrictionsSubject to the holder continuously remaining a director of the Bank from 23 July 2026 through the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending March 2027, all of the shares allotted under this plan will be released from the transfer restrictions upon expiration of the transfer restriction period. If the holder ceases to hold office due to death or another reason deemed legitimate by the Bank’s Board of Directors, the restrictions will be released for the number of shares corresponding to the holder’s months of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed point specified in the allotment agreement, the Bank will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons Covered8 directors of the Bank, excluding directors who are Audit and Supervisory Committee members and outside directors: 9,108 shares
Total Stock-Based CompensationTotal monetary remuneration receivables granted to the 8 eligible directors: ¥21,995,820. Monetary remuneration receivables under the plan are capped at ¥36 million per year.
Impact on Business PerformanceNo impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is stated.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 to achieve sustained improvement in the Bank’s medium- to long-term corporate value and shareholder value, while further promoting value sharing with shareholders. The Bank also considered the purpose of the plan, the Bank’s performance, the scope of responsibilities of each allottee and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | THE SHIMIZU BANK,LTD. (8364) timely disclosure | Komori