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Share Issuance and Disposal8370The Kiyo Bank,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Kiyo Bank,Ltd. resolved to dispose of 7,600 treasury shares as restricted stock compensation to 6 directors and 9 executive officers. The total disposal amount is ¥33,668,000, and the transfer restriction period is 30 years.

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Neutral
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Scale
7600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,600Shares

7,600 common shares of the bank (treasury shares)

The bank's directors, excluding directors serving as Audit & Supervisory Committee Members6 / 3,600 shares
Executive officers of the Company who do not concurrently serve as directors9 / 4,000 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.

¥4,430 per share
Total issue value

¥33,668,000

Amount of funds to be raised
Total payment amount: ¥33,668,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥33,668,000. For eligible directors, the framework provides for an annual limit of ¥50 million and 50,000 shares.
Specific use of funds
Not applicable (as monetary claims for restricted stock compensation will be contributed in kind)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held either the position of director of the bank or executive officer who does not concurrently serve as a director during the transfer restriction period. If the recipient leaves office upon expiration of the term or for another legitimate reason, the restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the quotient of the number of months in office divided by 12.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the allocation agreement, or if any shares remain subject to transfer restrictions when the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 3,600 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 4,000 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the bank's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,430. The bank determined that this did not constitute a particularly favorable price. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The matter was referred to the Compensation Advisory Committee for its advice.
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 of7,600 common shares of the bank (treasury shares)
Issue price and disposal price¥4,430 per share
Total issue value¥33,668,000
Amount of funds to be raisedTotal payment amount: ¥33,668,000. Estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (as monetary claims for restricted stock compensation will be contributed in kind)
Payment date24 July 2026
Intended allotteeName The bank's directors, excluding directors serving as Audit & Supervisory Committee Members / Number of Employees 6 / Number of Shares 3,600 shares, Name Executive officers of the Company who do not concurrently serve as directors / Number of Employees 9 / Number of Shares 4,000 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the bank's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,430. The bank determined that this did not constitute a particularly favorable price. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held either the position of director of the bank or executive officer who does not concurrently serve as a director during the transfer restriction period. If the recipient leaves office upon expiration of the term or for another legitimate reason, the restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the quotient of the number of months in office divided by 12.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the allocation agreement, or if any shares remain subject to transfer restrictions when the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 3,600 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 4,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥33,668,000. For eligible directors, the framework provides for an annual limit of ¥50 million and 50,000 shares.
Procedures under the Corporate Code of ConductThe matter was referred to the Compensation Advisory Committee for its advice.
Items this document does not state (11)
Estimated issuance expensesDilution RateExercise 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 the eligible directors and other officers with an incentive to sustainably enhance corporate value and to further promote value sharing with shareholders. In determining the allocation, the bank considered its business performance, the scope of responsibilities of each eligible director and other officer, and various other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | The Kiyo Bank,Ltd. (8370) timely disclosure | Komori