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Share Issuance and Disposal8386The Hyakujushi Bank,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company will introduce a program to dispose of up to 162,581 treasury shares to grant restricted stock to eligible employees through the Employee Stock Ownership Association. The actual number of shares to be disposed of will be determined at a later date based on the number of employees who agree to participate in the program and the number of shares subscribed for.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.14
Dilution rate (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan

Who receives how much162,581Shares

The Bank's common shares: up to 162,581 shares (the actual number of shares will be determined at a later date)

百十四銀行 Employee Stock Ownership Association (up to 162,581 shares)

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

¥2,397 per share
Total issue value

¥389,706,657 (maximum)

Amount of funds to be raised
Total payment amount of ¥389,706,657 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
The amount of the special incentive payment will equal the number of shares to be disposed of multiplied by ¥2,397 per share (up to ¥389,706,657).
発行済株式総数

0.14% of total shares issued and 0.14% of total voting rights (based on the maximum number of shares to be disposed of)

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 5 August 2026 to 1 June 2029
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has remained a member of the Employee Stock Ownership Association throughout the restricted transfer period. If the employee leaves the association due to mandatory retirement, appointment as an officer, or another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the prescribed date.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee commits a violation of laws or regulations or meets other specified conditions set out in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Categories and Number of Persons Covered
The Bank's employees: up to 2,017 people. Pattern A: up to 607 people, 125 shares per person; Pattern B: up to 688 people, 83 shares per person; Pattern C: up to 722 people, 41 shares per person.
Intended allottee's holding policy
During the restricted transfer period, transfers to third parties, the creation of security interests, and other dispositions are prohibited. The shares will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of ¥2,397 on the Prime Market of the Tokyo Stock Exchange on 11 May 2026, the business day preceding the date of the Board of Directors' resolution. This represents deviations of 0.84% from the one-month average closing price of ¥2,377, 4.99% from the three-month average closing price of ¥2,283, and 18.96% from the six-month average closing price of ¥2,015.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Number of shares to be issued or disposed ofThe Bank's common shares: up to 162,581 shares (the actual number of shares will be determined at a later date)
Issue price and disposal price¥2,397 per share
Total issue value¥389,706,657 (maximum)
Amount of funds to be raisedTotal payment amount of ¥389,706,657 (maximum); estimated net proceeds Not disclosed
Payment date5 August 2026
Intended allottee百十四銀行 Employee Stock Ownership Association (up to 162,581 shares)
Intended allottee's holding policyDuring the restricted transfer period, transfers to third parties, the creation of security interests, and other dispositions are prohibited. The shares will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Dilution Rate0.14% of total shares issued and 0.14% of total voting rights (based on the maximum number of shares to be disposed of)
Total number of issued shares114,520,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥2,397 on the Prime Market of the Tokyo Stock Exchange on 11 May 2026, the business day preceding the date of the Board of Directors' resolution. This represents deviations of 0.84% from the one-month average closing price of ¥2,377, 4.99% from the three-month average closing price of ¥2,283, and 18.96% from the six-month average closing price of ¥2,015.
Transfer restriction periodFrom 5 August 2026 to 1 June 2029
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has remained a member of the Employee Stock Ownership Association throughout the restricted transfer period. If the employee leaves the association due to mandatory retirement, appointment as an officer, or another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the prescribed date.
Reason for acquisition without considerationIf, during the restricted transfer period, the employee commits a violation of laws or regulations or meets other specified conditions set out in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time.
Categories and Number of Persons CoveredThe Bank's employees: up to 2,017 people. Pattern A: up to 607 people, 125 shares per person; Pattern B: up to 688 people, 83 shares per person; Pattern C: up to 722 people, 41 shares per person.
Total Stock-Based CompensationThe amount of the special incentive payment will equal the number of shares to be disposed of multiplied by ¥2,397 per share (up to ¥389,706,657).
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Procedures under the Corporate Code of ConductBecause the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 program is intended to enhance benefits for eligible employees, support their asset building, provide incentives for the sustained enhancement of corporate value, promote value sharing with shareholders, and improve employee engagement.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | The Hyakujushi Bank,Ltd. (8386) timely disclosure | Komori