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Share Issuance and Disposal8399Bank of The Ryukyus,LimitedBanks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Bank resolved to dispose of 28,547 treasury shares to 6 directors and 1 executive managing officer as restricted stock compensation. The disposal price is ¥2,524 per share, for a total disposal value of ¥72,052,628.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much28,547Shares

28,547 shares of the Bank's common stock (treasury shares)

6 of the Bank's directors (excluding outside directors)25,357 shares
1 of the Bank's executive managing officers3,190 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.

¥2,524 per share
Amount of funds to be raised

Total payment amount: ¥72,052,628; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥72,052,628. The annual monetary compensation limit for eligible directors is ¥80 million or less.
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 17 July 2026 to 17 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all shares will be lifted upon expiry of the restricted transfer period, provided that the recipient remains a director or executive officer of the Bank continuously from 24 June 2026 through the conclusion of the following year's annual general meeting of shareholders. In the event of retirement due to death or other legitimate reasons, the restrictions will be lifted at the time of retirement with respect to the number of shares determined based on the period of service and other factors.
Reason for acquisition without consideration
The Bank will acquire without consideration any of the shares subject to this allocation whose transfer restrictions have not been lifted upon expiry of the restricted transfer period or when the transfer restrictions are lifted. In the event of a corporate reorganization or other similar event, the Bank will also acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Bank (excluding outside directors) / Number of Employees 6 / Number of allocated shares 25,357 shares, Category Executive managing officers of the Bank / Number of Employees 1 / Number of allocated shares 3,190 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Bank's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,524. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The Board of Directors will determine the disposal price following deliberation by the Corporate Governance Committee, an advisory body to the Board of Directors.
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 of28,547 shares of the Bank's common stock (treasury shares)
Issue price and disposal price¥2,524 per share
Amount of funds to be raisedTotal payment amount: ¥72,052,628; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory 6 of the Bank's directors (excluding outside directors) / Number of Shares 25,357 shares, Category 1 of the Bank's executive managing officers / Number of Shares 3,190 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Bank's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,524. No discount or premium rate was disclosed.
Transfer restriction periodFrom 17 July 2026 to 17 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all shares will be lifted upon expiry of the restricted transfer period, provided that the recipient remains a director or executive officer of the Bank continuously from 24 June 2026 through the conclusion of the following year's annual general meeting of shareholders. In the event of retirement due to death or other legitimate reasons, the restrictions will be lifted at the time of retirement with respect to the number of shares determined based on the period of service and other factors.
Reason for acquisition without considerationThe Bank will acquire without consideration any of the shares subject to this allocation whose transfer restrictions have not been lifted upon expiry of the restricted transfer period or when the transfer restrictions are lifted. In the event of a corporate reorganization or other similar event, the Bank will also acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Bank (excluding outside directors) / Number of Employees 6 / Number of allocated shares 25,357 shares, Category Executive managing officers of the Bank / Number of Employees 1 / Number of allocated shares 3,190 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥72,052,628. The annual monetary compensation limit for eligible directors is ¥80 million or less.
Procedures under the Corporate Code of ConductThe Board of Directors will determine the disposal price following deliberation by the Corporate Governance Committee, an advisory body to the Board of Directors.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal 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.

The purpose is to appoint capable personnel as officers and further enhance the motivation of the eligible officers, taking into consideration the purpose of the plan, the Bank's operating performance, the scope of the officers' responsibilities and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Bank of The Ryukyus,Limited (8399) timely disclosure | Komori