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Share Issuance and Disposal8418Yamaguchi Financial Group,Inc.Banks

Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to the Stock Benefit Trust (BBT)

The Company resolved to dispose of 840,000 treasury shares to the trust account so that the trust can acquire the shares required to continue the performance-linked stock compensation plan (BBT).

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60In focus
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Direction
Neutral
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Scale
840000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with additional contributions to the Stock Benefit Trust (BBT)

Who receives how much840,000Shares

840,000 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account)840,000 shares

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

¥3,074 per share
Total issue value

¥2,582,160,000

Amount of funds to be raised
Total amount to be paid: ¥2,582,160,000; estimated net proceeds: Not disclosed
Specific use of funds
To fund an additional cash contribution to the trustAmount ¥2,582,160,000 / Scheduled timing of expenditures 24 August 2026
発行済株式総数

0.36% of total shares issued and 0.41% of total 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.

Categories and Number of Persons Covered
The Company's directors, excluding directors serving as Audit and Supervisory Committee members, part-time directors and outside directors, and executive officers, excluding executive officers serving as General Manager of the Audit Department and executive officers responsible for the Audit Department, as well as directors, excluding directors serving as Audit and Supervisory Committee members, part-time directors and outside directors, and executive officers of the 3 banks within the Company's group. Number of recipients not stated.
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥3,074. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
Board of Directors' resolution. No statement regarding obtaining an opinion from an independent third party or confirming shareholders' intentions.
Most recent equity financing
Timing 10 May 2019 / Type Partial amendment to the Stock Benefit Trust (BBT) / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with additional contributions to the Stock Benefit Trust (BBT)
Number of shares to be issued or disposed of840,000 common shares (treasury shares)
Issue price and disposal price¥3,074 per share
Total issue value¥2,582,160,000
Amount of funds to be raisedTotal amount to be paid: ¥2,582,160,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails To fund an additional cash contribution to the trust / Amount ¥2,582,160,000 / Scheduled timing of expenditures 24 August 2026
Payment date24 August 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 840,000 shares
Dilution Rate0.36% of total shares issued and 0.41% of total voting rights
Total number of issued shares234,767,616 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥3,074. No discount or premium rate was stated.
Categories and Number of Persons CoveredThe Company's directors, excluding directors serving as Audit and Supervisory Committee members, part-time directors and outside directors, and executive officers, excluding executive officers serving as General Manager of the Audit Department and executive officers responsible for the Audit Department, as well as directors, excluding directors serving as Audit and Supervisory Committee members, part-time directors and outside directors, and executive officers of the 3 banks within the Company's group. Number of recipients not stated.
Procedures under the Corporate Code of ConductBoard of Directors' resolution. No statement regarding obtaining an opinion from an independent third party or confirming shareholders' intentions.
Most recent equity financingTiming 10 May 2019 / Type Partial amendment to the Stock Benefit Trust (BBT) / Amount Not disclosed
Items this document does not state (14)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 trust will acquire the shares expected to be required for future benefits in order to continue the plan. The number of shares to be disposed of corresponds to the number of shares expected to be delivered to eligible directors and other recipients over the 3 fiscal years from the fiscal year ending March 2026 through the fiscal year ending March 2028.

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Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to the Stock Benefit Trust (BBT) | Yamaguchi Financial Group,Inc. (8418) timely disclosure | Komori