Komori
Share Issuance and Disposal8392THE OITA BANK,LTD.Banks

Notice Regarding the Issuance of Stock Compensation-Type Stock Options (Share Acquisition Rights)

大分銀行 has decided to issue share acquisition rights as stock compensation-type stock options to directors, excluding Audit & Supervisory Committee members and outside directors, and executive officers. The purpose is to enhance their motivation to contribute to improved performance and corporate value, as well as their awareness of the importance of shareholders.

Worth reading
39Recurring
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
395
Share acquisition rights (220 for directors and 175 for executive officers)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share subscription rights as stock compensation stock options

発行・処分する株式数

395 share acquisition rights (220 for directors and 175 for executive officers), with 50 common shares per share acquisition right (maximum of 19,750 shares)

Intended allottee
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of stock acquisition rights 220 rights, Category Executive officers / Number of Employees 7 / Number of stock acquisition rights 175 rights
The value calculated using the Black-Scholes model on the allotment date of the share acquisition rights
Amount of funds to be raised

Payment to the company will be made by offsetting compensation receivables. The total payment amount and estimated net proceeds are not disclosed

Total Stock-Based Compensation
not disclosed (the payment amount for the share acquisition rights will be calculated using the Black-Scholes model and offset against compensation receivables)
Terms of the stock acquisition rights
Exercise price
¥1 per share. The adjustment provisions and adjustment floor are not disclosed
Exercise period
Start Date 25 August 2026 / End date 24 August 2056
Number of Stock Acquisition Rights
Total number issued 395 (220 for directors and 175 for executive officers) / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If, before exercising the rights, a holder of the share acquisition rights becomes unable to exercise them under the provisions of the share acquisition rights allotment agreement, If, when a proposal approving a merger agreement under which the Bank is the disappearing company, an absorption-type company split agreement or incorporation-type company split plan under which the Bank is the split company, or a share exchange agreement or share transfer plan under which the Bank becomes a wholly owned subsidiary is approved, the rights have not been exercised as of that date
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
not disclosed. Acquisition through transfer requires approval from the Bank's Board of Directors
Stock Split Rationot disclosed (the number of shares underlying the rights will be adjusted in the event of a stock split or reverse stock split)
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares Equivalent to 11,000 shares (220 share acquisition rights × 50 shares), Category Executive officers / Number of Employees 7 / Number of allocated shares Equivalent to 8,750 shares (175 share acquisition rights × 50 shares)
Basis for determining the amount to be paid
The value calculated using the Black-Scholes model on the allotment date of the share acquisition rights. The closing price and average share price used as the basis, as well as the discount and premium rates, are not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share subscription rights as stock compensation stock options
Number of shares to be issued or disposed of395 share acquisition rights (220 for directors and 175 for executive officers), with 50 common shares per share acquisition right (maximum of 19,750 shares)
Issue price and disposal priceThe value calculated using the Black-Scholes model on the allotment date of the share acquisition rights
Amount of funds to be raisedPayment to the company will be made by offsetting compensation receivables. The total payment amount and estimated net proceeds are not disclosed
Intended allotteeCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of stock acquisition rights 220 rights, Category Executive officers / Number of Employees 7 / Number of stock acquisition rights 175 rights
Basis for determining the amount to be paidThe value calculated using the Black-Scholes model on the allotment date of the share acquisition rights. The closing price and average share price used as the basis, as well as the discount and premium rates, are not disclosed
Exercise price¥1 per share. The adjustment provisions and adjustment floor are not disclosed
Exercise periodStart Date 25 August 2026 / End date 24 August 2056
Number of Stock Acquisition RightsTotal number issued 395 (220 for directors and 175 for executive officers) / Number of unexercised units Not disclosed
Transfer restriction periodnot disclosed. Acquisition through transfer requires approval from the Bank's Board of Directors
Reason for acquisition without considerationIf, before exercising the rights, a holder of the share acquisition rights becomes unable to exercise them under the provisions of the share acquisition rights allotment agreement, If, when a proposal approving a merger agreement under which the Bank is the disappearing company, an absorption-type company split agreement or incorporation-type company split plan under which the Bank is the split company, or a share exchange agreement or share transfer plan under which the Bank becomes a wholly owned subsidiary is approved, the rights have not been exercised as of that date
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares Equivalent to 11,000 shares (220 share acquisition rights × 50 shares), Category Executive officers / Number of Employees 7 / Number of allocated shares Equivalent to 8,750 shares (175 share acquisition rights × 50 shares)
Total Stock-Based Compensationnot disclosed (the payment amount for the share acquisition rights will be calculated using the Black-Scholes model and offset against compensation receivables)
Stock Split Rationot disclosed (the number of shares underlying the rights will be adjusted in the event of a stock split or reverse stock split)
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 enhance the motivation of directors, excluding directors who are Audit & Supervisory Committee members and outside directors, and executive officers to contribute to improved performance and corporate value, and further promote management that places importance on shareholders.

How to read this page

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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 Regarding the Issuance of Stock Compensation-Type Stock Options (Share Acquisition Rights) | THE OITA BANK,LTD. (8392) timely disclosure | Komori