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Share Issuance and Disposal8365The Bank of Toyama,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

The Bank resolved to dispose of 7,050 treasury shares as restricted stock compensation to 7 directors and 8 executive officers. In principle, the shares may not be transferred until the recipients leave office.

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58In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.13
% (percentage of total shares issued; dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,050Shares

7,050 common shares of the Bank (treasury shares)

7 directors (excluding directors serving as Audit and Supervisory Committee Members and outside directors)3,290 shares
8 executive officers3,760 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.

¥2,125 per share
Total issue value

¥14,981,250

Amount of funds to be raised
Total payment amount: ¥14,981,250; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥14,981,250
発行済株式総数

0.13%

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 (the payment date) until the date on which the recipient leaves office as either a director or executive officer of the Bank
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period, provided that the recipient continuously holds the position of director or executive officer of the Bank throughout the service period from the date of the annual general meeting of shareholders in the year containing the payment date through the date of the following year's annual general meeting. If the recipient leaves office due to death, expiration of the term of office, or another reason deemed legitimate by the Bank's Board of Directors, the number of shares released will be determined in proportion to the number of months in office.
Reason for acquisition without consideration
The Bank will acquire for no consideration any allocated shares that remain subject to transfer restrictions when the restriction period expires. If the recipient leaves office during the service period for a reason other than a legitimate reason, the Bank will acquire the shares for no consideration at the time of departure.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 7 / Number of allocated shares 3,290 shares, Category Executive officers / Number of Employees 8 independent officers / Number of allocated shares 3,760 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the recipient leaves office as either a director or executive officer of the Bank, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
24 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,125. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
Approval of the restricted stock compensation plan was obtained at the 93rd Annual General Meeting of Shareholders held on 27 June 2019 and the 99th Annual General Meeting of Shareholders held on 27 June 2025.
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 of7,050 common shares of the Bank (treasury shares)
Issue price and disposal price¥2,125 per share
Total issue value¥14,981,250
Amount of funds to be raisedTotal payment amount: ¥14,981,250; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 7 directors (excluding directors serving as Audit and Supervisory Committee Members and outside directors) / Number of Shares 3,290 shares, Category 8 executive officers / Number of Shares 3,760 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the recipient leaves office as either a director or executive officer of the Bank, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution Rate0.13%
Basis for determining the amount to be paidThe closing price of the Bank's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,125. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the recipient leaves office as either a director or executive officer of the Bank
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period, provided that the recipient continuously holds the position of director or executive officer of the Bank throughout the service period from the date of the annual general meeting of shareholders in the year containing the payment date through the date of the following year's annual general meeting. If the recipient leaves office due to death, expiration of the term of office, or another reason deemed legitimate by the Bank's Board of Directors, the number of shares released will be determined in proportion to the number of months in office.
Reason for acquisition without considerationThe Bank will acquire for no consideration any allocated shares that remain subject to transfer restrictions when the restriction period expires. If the recipient leaves office during the service period for a reason other than a legitimate reason, the Bank will acquire the shares for no consideration at the time of departure.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 7 / Number of allocated shares 3,290 shares, Category Executive officers / Number of Employees 8 independent officers / Number of allocated shares 3,760 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥14,981,250
Procedures under the Corporate Code of ConductApproval of the restricted stock compensation plan was obtained at the 93rd Annual General Meeting of Shareholders held on 27 June 2019 and the 99th Annual General Meeting of Shareholders held on 27 June 2025.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To provide an incentive for the sustained enhancement of corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders. The number of shares allocated in this transaction represents 0.13% of total shares issued, and the resulting dilution is immaterial. The Bank considers the transaction reasonable in light of the objectives of the plan and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | The Bank of Toyama,Ltd. (8365) timely disclosure | Komori