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Share Issuance and Disposal8563THE DAITO BANK,LTD.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

The Bank resolved to dispose of 18,222 treasury shares as restricted stock compensation for 5 directors and 3 executive officers. The shares will be valued at ¥944 per share, and monetary compensation receivables totaling ¥17,201,568 will be contributed in kind.

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Scale
18222
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,222Shares

18,222 common shares of the Bank (treasury shares)

5 directors of the Bank, excluding directors who are Audit & Supervisory Committee members and outside directors13,821 shares
3 executive officers of the Bank4,401 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.

¥944 per share
Total issue value

¥17,201,568

Amount of funds to be raised
Total payment amount: ¥17,201,568; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥17,201,568
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 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Bank
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the Bank from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all restrictions on the shares will be lifted upon expiration of the restriction period. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Bank’s Board of Directors, the restrictions will be lifted on the number of shares calculated based on the number of months from July 2026 through the month including the date on which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
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 13,821 shares, Category Executive officers of the Bank / Number of Employees 3 / Number of allocated shares 4,401 shares
Intended allottee's holding policy
From 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Bank, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 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, the business day preceding the date of the Board of Directors’ resolution, was ¥944. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The resolution was approved by the Board of Directors following deliberation and a recommendation by the Nomination and Compensation Committee. Obtaining an opinion from an independent third party and confirming shareholder intent are 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 of18,222 common shares of the Bank (treasury shares)
Issue price and disposal price¥944 per share
Total issue value¥17,201,568
Amount of funds to be raisedTotal payment amount: ¥17,201,568; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 5 directors of the Bank, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 13,821 shares, Name 3 executive officers of the Bank / Number of Shares 4,401 shares
Intended allottee's holding policyFrom 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Bank, the shares may not be transferred, pledged or otherwise disposed of.
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, the business day preceding the date of the Board of Directors’ resolution, was ¥944. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Bank
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the Bank from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all restrictions on the shares will be lifted upon expiration of the restriction period. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Bank’s Board of Directors, the restrictions will be lifted on the number of shares calculated based on the number of months from July 2026 through the month including the date on which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
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 13,821 shares, Category Executive officers of the Bank / Number of Employees 3 / Number of allocated shares 4,401 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥17,201,568
Procedures under the Corporate Code of ConductThe resolution was approved by the Board of Directors following deliberation and a recommendation by the Nomination and Compensation Committee. Obtaining an opinion from an independent third party and confirming shareholder intent are Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution 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 incentives for the sustainable enhancement of corporate value and shareholder value over the medium to long term and to promote value sharing with shareholders. The Bank also considered the purpose of the scheme, the Bank’s performance, the scope of responsibilities of each eligible recipient and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | THE DAITO BANK,LTD. (8563) timely disclosure | Komori