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Share Issuance and Disposal8399Bank of The Ryukyus,LimitedBanks

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Group’s Employee Stock Ownership Association

The Company resolved to dispose of up to 21,070 treasury shares to grant restricted stock to employees of the Bank and its subsidiaries through the りゅうぎん Group Employee Shareholding Association. The actual number of shares and total disposal amount will be determined later based on the number of employees who agree to participate in the scheme.

Worth reading
51Recurring
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
0.05
% (dilution rate relative to the total number of issued shares)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (restricted stock incentives for the Group Employee Shareholding Association)

Who receives how much21,070Shares

Up to 21,070 of the Bank's common shares (the actual number of shares to be disposed of will be determined based on the number of shares applied for as specified by the employee shareholding association)

りゅうぎん Group Employee Shareholding Association (which will subscribe for the shares using contributions collected from up to 1,898 eligible employees)

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

¥2,949 per share
Amount of funds to be raised

Total amount paid: maximum ¥62,135,430; estimated net proceeds: Not disclosed

発行済株式総数

0.05% relative to the 41,006,294 shares issued as of 31 March 2026, and 0.05% relative to the total number of voting rights

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 16 October 2026 to 1 June 2029
Conditions for lifting transfer restrictions
The eligible employee must remain a member of the employee shareholding association throughout the transfer restriction period. The restrictions will also be lifted at the time and subject to the conditions specified in the documents in cases including withdrawal from the association due to mandatory retirement or other legitimate reasons determined by the Bank, becoming a non-resident due to an overseas transfer, or a corporate reorganization.
Reason for acquisition without consideration
If, upon expiry of the transfer restriction period or when an eligible employee withdraws from the association, the employee does not meet the conditions for lifting the transfer restrictions prescribed by the Bank, the Bank will acquire without consideration the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Employees of the Bank and its subsidiaries: up to 1,898 people. The number of shares individually allocated by category is Not disclosed.
Intended allottee's holding policy
The restricted stock interests held by eligible employees may not be withdrawn until the transfer restrictions are lifted. During the restriction period, they will be managed in dedicated accounts.
Payment date
16 October 2026 (disposal date)
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 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,949. The deviations from the average closing price were 8.58% for the one-month period from 24 June 2026 to 23 July 2026, 13.64% for the three-month period from 24 April 2026 to 23 July 2026, and 19.44% for the six-month period from 26 January 2026 to 23 July 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder approval are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (restricted stock incentives for the Group Employee Shareholding Association)
Number of shares to be issued or disposed ofUp to 21,070 of the Bank's common shares (the actual number of shares to be disposed of will be determined based on the number of shares applied for as specified by the employee shareholding association)
Issue price and disposal price¥2,949 per share
Amount of funds to be raisedTotal amount paid: maximum ¥62,135,430; estimated net proceeds: Not disclosed
Payment date16 October 2026 (disposal date)
Intended allotteeりゅうぎん Group Employee Shareholding Association (which will subscribe for the shares using contributions collected from up to 1,898 eligible employees)
Intended allottee's holding policyThe restricted stock interests held by eligible employees may not be withdrawn until the transfer restrictions are lifted. During the restriction period, they will be managed in dedicated accounts.
Dilution Rate0.05% relative to the 41,006,294 shares issued as of 31 March 2026, and 0.05% relative to the total number of voting rights
Total number of issued shares41,006,294 shares (as of 31 March 2026) → Not disclosed
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 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,949. The deviations from the average closing price were 8.58% for the one-month period from 24 June 2026 to 23 July 2026, 13.64% for the three-month period from 24 April 2026 to 23 July 2026, and 19.44% for the six-month period from 26 January 2026 to 23 July 2026.
Transfer restriction periodFrom 16 October 2026 to 1 June 2029
Conditions for lifting transfer restrictionsThe eligible employee must remain a member of the employee shareholding association throughout the transfer restriction period. The restrictions will also be lifted at the time and subject to the conditions specified in the documents in cases including withdrawal from the association due to mandatory retirement or other legitimate reasons determined by the Bank, becoming a non-resident due to an overseas transfer, or a corporate reorganization.
Reason for acquisition without considerationIf, upon expiry of the transfer restriction period or when an eligible employee withdraws from the association, the employee does not meet the conditions for lifting the transfer restrictions prescribed by the Bank, the Bank will acquire without consideration the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredEmployees of the Bank and its subsidiaries: up to 1,898 people. The number of shares individually allocated by category is Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder approval are not required.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 support employees' asset formation, foster a sense of participation in management, provide incentives for the sustainable enhancement of the Bank's corporate value, and promote value sharing between employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Group’s Employee Stock Ownership Association | Bank of The Ryukyus,Limited (8399) timely disclosure | Komori