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Share Issuance and Disposal8537THE TAIKO BANK,LTD.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 15,251 treasury shares as restricted stock compensation to 7 Directors, excluding Directors who are Audit and Supervisory Committee Members. The allotment date is 22 July 2026, and the shares may not be transferred until immediately after the recipient ceases to be a Director.

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15251
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,251Shares

15,251 common shares of the Bank (treasury shares)

7 Directors of the Bank, excluding Directors who are Audit and Supervisory Committee Members15,251 shares

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

¥2,727 per share
Total issue value

¥41,589,477 (total disposal amount)

Total Stock-Based Compensation
Up to ¥60 million per year (the total amount of common shares provided as compensation to eligible Directors under this plan)
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 22 July 2026 until immediately after the recipient ceases to hold the position of Director of the Bank
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding the position of Director of the Bank throughout the service period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient ceases to be a Director due to the expiration of the term of office or other legitimate reasons, a specified percentage of the restrictions will be lifted immediately after the recipient ceases to hold the position.
Reason for acquisition without consideration
If the eligible director violates any law or regulation during the restricted transfer period, or if any other specified event set out in the allocation agreement occurs, the Company will acquire all of the shares held for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered
7 directors of the Bank, excluding directors who are Audit & Supervisory Committee Members, 15,251 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged or otherwise disposed of in any way. The transfer restriction period runs from 22 July 2026 until immediately after the recipient ceases to hold the position of Director of the Bank.
Basis for determining the amount to be paid
The closing price of the Bank’s common shares on the Standard Market of the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,727. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 124th Annual General Meeting of Shareholders held on 23 June 2026, approval was obtained for the total amount of shares, number of shares and transfer restriction period, among other matters, relating to compensation under this plan. The matter was deliberated and recommended by the Nomination and Compensation Advisory Committee.
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 of15,251 common shares of the Bank (treasury shares)
Issue price and disposal price¥2,727 per share
Total issue value¥41,589,477 (total disposal amount)
Intended allotteeCategory 7 Directors of the Bank, excluding Directors who are Audit and Supervisory Committee Members / Number of Shares 15,251 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged or otherwise disposed of in any way. The transfer restriction period runs from 22 July 2026 until immediately after the recipient ceases to hold the position of Director of the Bank.
Basis for determining the amount to be paidThe closing price of the Bank’s common shares on the Standard Market of the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,727. No discount or premium was stated.
Transfer restriction periodFrom 22 July 2026 until immediately after the recipient ceases to hold the position of Director of the Bank
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding the position of Director of the Bank throughout the service period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient ceases to be a Director due to the expiration of the term of office or other legitimate reasons, a specified percentage of the restrictions will be lifted immediately after the recipient ceases to hold the position.
Reason for acquisition without considerationIf the eligible director violates any law or regulation during the restricted transfer period, or if any other specified event set out in the allocation agreement occurs, the Company will acquire all of the shares held for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered7 directors of the Bank, excluding directors who are Audit & Supervisory Committee Members, 15,251 shares
Total Stock-Based CompensationUp to ¥60 million per year (the total amount of common shares provided as compensation to eligible Directors under this plan)
Procedures under the Corporate Code of ConductAt the 124th Annual General Meeting of Shareholders held on 23 June 2026, approval was obtained for the total amount of shares, number of shares and transfer restriction period, among other matters, relating to compensation under this plan. The matter was deliberated and recommended by the Nomination and Compensation Advisory Committee.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution 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.

To provide the eligible Directors with an incentive to achieve sustained improvement in corporate value and promote the sharing of value with shareholders. In addition, following deliberation and recommendations by the Nomination and Compensation Advisory Committee, the Company took into consideration the purpose of the plan, the Bank’s operating performance, the scope of responsibilities of each eligible Director and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | THE TAIKO BANK,LTD. (8537) timely disclosure | Komori