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Share Issuance and Disposal8522The Bank of Nagoya,Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The bank resolved to dispose of 10,492 treasury shares as restricted stock compensation for 5 directors and 13 executive officers. In principle, the shares may not be transferred until the recipients retire from their positions as directors or executive officers.

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10492
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,492Shares

10,492 common shares of the bank (treasury shares)

The bank's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 4,032 shares
Executive officers of the Bank13 / 6,460 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.

¥5,890 per share
Total issue value

¥61,797,880

Amount of funds to be raised
Total payment amount: ¥61,797,880; estimated net proceeds: Not disclosed (disposal in exchange for an in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥61,797,880 (the total amount of monetary compensation receivables for directors is capped at ¥70 million per year)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 23 July 2026 until the date on which the recipient retires from both positions as a director and executive officer of the bank
Conditions for lifting transfer restrictions
The recipient must continuously hold either a position as a director or executive officer of the bank from 23 July 2026 until the date of the first annual general meeting of shareholders held thereafter. If the recipient retires for a legitimate reason, the restrictions will be partially lifted in accordance with the number of months in office.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders held thereafter, the recipient retires from both positions as a director and executive officer without a legitimate reason, or if the transfer restrictions are not lifted because the conditions for lifting them are not met. In the event of a corporate reorganization or similar event, the bank will also acquire without consideration any shares for which the restrictions have not been lifted.
Stock Split Ratio3 shares for each common share; effective date: 1 October 2025
Categories and Number of Persons Covered
Category The bank's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 4,032 shares, Category Executive officers of the Bank / Number of Employees 13 / Number of allocated shares 6,460 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make an inter vivos gift, bequeath the shares, or otherwise dispose of them in any way.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the bank's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥5,890. The discount and premium rates are 0% (the price is equal to the closing price).
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed
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 of10,492 common shares of the bank (treasury shares)
Issue price and disposal price¥5,890 per share
Total issue value¥61,797,880
Amount of funds to be raisedTotal payment amount: ¥61,797,880; estimated net proceeds: Not disclosed (disposal in exchange for an in-kind contribution of compensation receivables)
Payment date23 July 2026
Intended allotteeName The bank's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 4,032 shares, Name Executive officers of the Bank / Number of Employees 13 / Number of Shares 6,460 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make an inter vivos gift, bequeath the shares, or otherwise dispose of them in any way.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the bank's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥5,890. The discount and premium rates are 0% (the price is equal to the closing price).
Transfer restriction periodFrom 23 July 2026 until the date on which the recipient retires from both positions as a director and executive officer of the bank
Conditions for lifting transfer restrictionsThe recipient must continuously hold either a position as a director or executive officer of the bank from 23 July 2026 until the date of the first annual general meeting of shareholders held thereafter. If the recipient retires for a legitimate reason, the restrictions will be partially lifted in accordance with the number of months in office.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders held thereafter, the recipient retires from both positions as a director and executive officer without a legitimate reason, or if the transfer restrictions are not lifted because the conditions for lifting them are not met. In the event of a corporate reorganization or similar event, the bank will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The bank's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 4,032 shares, Category Executive officers of the Bank / Number of Employees 13 / Number of allocated shares 6,460 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥61,797,880 (the total amount of monetary compensation receivables for directors is capped at ¥70 million per year)
Stock Split Ratio3 shares for each common share; effective date: 1 October 2025
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 provide an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | The Bank of Nagoya,Ltd. (8522) timely disclosure | Komori