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Share Issuance and Disposal8558THE TOWA BANK,LTD.Banks

Notice Regarding the Issuance of Stock Acquisition Rights as Stock Compensation-Type Stock Options

The Company resolved to issue 10,000 new share subscription rights as stock-based compensation stock options to 3 directors, excluding outside directors, and 10 executive officers. Each right entitles the holder to acquire 10 common shares, covering a maximum of 100,000 shares.

Worth reading
51Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
100000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as equity compensation stock options

Who receives how much

10,000 new share subscription rights, each carrying the right to acquire 10 common shares (maximum of 100,000 shares)

Directors, excluding outside directors3 / Maximum of 30,000 shares
Executive officers10 / Maximum of 100,000 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.

The payment amount for the new share subscription rights will be calculated using the Black-Scholes model on the allotment date. The exercise price per common share is ¥1.
Amount of funds to be raised

No cash will be required because the payment amount for the new share subscription rights will be offset against compensation receivables; accordingly, no funds will be raised.

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1 per common share. The adjustment provisions and adjustment floor are Not disclosed.
Exercise period
Start Date 8 August 2026 / End date 7 August 2051
Number of Stock Acquisition Rights
Total number issued 10,000 rights (planned number to be allotted) / Unexercised balance Not disclosed
Reason for acquisition without consideration
If a proposal concerning a merger, company split, share exchange, share transfer, conversion into a company with transfer restrictions, or similar transaction is approved, or if a holder becomes unable to exercise all or part of the new share subscription rights.
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.

Conditions for lifting transfer restrictions
The rights may be exercised during the period ending 10 days after the day following the date on which the holder ceases to hold both positions as a director and an executive officer. Other exercise restrictions apply based on the number of months in office.
Categories and Number of Persons Covered
Category Directors, excluding outside directors / Number of Employees 3 / Number of allocated shares Not disclosed, Category Executive officers / Number of Employees 10 / Number of allocated shares Not disclosed
Intended allottee's holding policy
The transfer of the new share subscription rights requires approval by the Company’s Board of Directors. Other details of the holding policy and lock-up are Not disclosed.
Payment date
7 August 2026 (offset against compensation receivables)
Basis for determining the amount to be paid
The fair value of the new share subscription rights calculated using the Black-Scholes model on the allotment date. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
The Board of Directors determined the offering terms at its meeting held on 25 June 2026.
Impact on Business Performance
Impact on financial results: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as equity compensation stock options
Number of shares to be issued or disposed of10,000 new share subscription rights, each carrying the right to acquire 10 common shares (maximum of 100,000 shares)
Issue price and disposal priceThe payment amount for the new share subscription rights will be calculated using the Black-Scholes model on the allotment date. The exercise price per common share is ¥1.
Amount of funds to be raisedNo cash will be required because the payment amount for the new share subscription rights will be offset against compensation receivables; accordingly, no funds will be raised.
Payment date7 August 2026 (offset against compensation receivables)
Intended allotteeName Directors, excluding outside directors / Number of Employees 3 / Number of Shares Maximum of 30,000 shares, Name Executive officers / Number of Employees 10 / Number of Shares Maximum of 100,000 shares
Intended allottee's holding policyThe transfer of the new share subscription rights requires approval by the Company’s Board of Directors. Other details of the holding policy and lock-up are Not disclosed.
Basis for determining the amount to be paidThe fair value of the new share subscription rights calculated using the Black-Scholes model on the allotment date. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise priceThe initial exercise price is ¥1 per common share. The adjustment provisions and adjustment floor are Not disclosed.
Exercise periodStart Date 8 August 2026 / End date 7 August 2051
Number of Stock Acquisition RightsTotal number issued 10,000 rights (planned number to be allotted) / Unexercised balance Not disclosed
Conditions for lifting transfer restrictionsThe rights may be exercised during the period ending 10 days after the day following the date on which the holder ceases to hold both positions as a director and an executive officer. Other exercise restrictions apply based on the number of months in office.
Reason for acquisition without considerationIf a proposal concerning a merger, company split, share exchange, share transfer, conversion into a company with transfer restrictions, or similar transaction is approved, or if a holder becomes unable to exercise all or part of the new share subscription rights.
Categories and Number of Persons CoveredCategory Directors, excluding outside directors / Number of Employees 3 / Number of allocated shares Not disclosed, Category Executive officers / Number of Employees 10 / Number of allocated shares Not disclosed
Procedures under the Corporate Code of ConductThe Board of Directors determined the offering terms at its meeting held on 25 June 2026.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 strengthen the link between compensation and the share price, enhance directors’ and executive officers’ motivation to contribute to improved performance and corporate value over the medium to long term, and promote shareholder-focused management with an emphasis on the sustainable development of corporate value.

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Notice Regarding the Issuance of Stock Acquisition Rights as Stock Compensation-Type Stock Options | THE TOWA BANK,LTD. (8558) timely disclosure | Komori