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Share Issuance and Disposal8713FIDEA Holdings Co.Ltd.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 35,800 treasury shares as restricted stock compensation for its directors, executive officers and other eligible officers of its subsidiary bank. The recipients will contribute monetary compensation claims in kind and receive the shares at ¥2,136 per share.

Worth reading
37Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
35800
Shares (disposal of treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much35,800Shares

35,800 treasury shares

2 directors of the Company (excluding outside directors and audit committee members)4,000 shares
10 executive officers of the Company7,900 shares
9 directors of the Company's subsidiary bank (excluding outside directors and audit and supervisory committee members)14,800 shares
15 corporate executive officers of the Company's subsidiary bank9,100 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.

¥2,136 per share
Total issue value

¥76,468,800

Total Stock-Based Compensation
Total monetary compensation claims: ¥76,468,800
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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.

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 14 August 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or as a director or corporate executive officer of the Company's subsidiary bank
Conditions for lifting transfer restrictions
The recipient must continuously hold an eligible position through the date of the first annual general meeting of shareholders of the Company or the relevant subsidiary bank held after the start date of this restricted period. If the recipient leaves office for a valid reason, the restrictions will be lifted in part in proportion to the number of months from July 2026 through the month including the date of departure, divided by 12.
Reason for acquisition without consideration
The Company will acquire, without consideration, all or part of the shares for which the transfer restrictions have not been lifted if the recipient leaves an eligible position without a valid reason before the day preceding the prescribed annual general meeting of shareholders, if any shares remain subject to the restrictions because the conditions for lifting them have not been satisfied, or if the recipient leaves office in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and audit committee members) / Number of Employees 2 / Number of allocated shares 4,000 shares, Category Executive officers of the Company / Number of Employees 10 / Number of allocated shares 7,900 shares, Category Directors of the Company's subsidiary bank (excluding outside directors and audit and supervisory committee members) / Number of Employees 9 / Number of allocated shares 14,800 shares, Category Corporate executive officers of the Company's subsidiary bank / Number of Employees 15 / Number of allocated shares 9,100 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, ¥2,136. No discount or premium.
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 of35,800 treasury shares
Issue price and disposal price¥2,136 per share
Total issue value¥76,468,800
Payment date14 August 2026
Intended allotteeName 2 directors of the Company (excluding outside directors and audit committee members) / Number of Shares 4,000 shares, Name 10 executive officers of the Company / Number of Shares 7,900 shares, Name 9 directors of the Company's subsidiary bank (excluding outside directors and audit and supervisory committee members) / Number of Shares 14,800 shares, Name 15 corporate executive officers of the Company's subsidiary bank / Number of Shares 9,100 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, ¥2,136. No discount or premium.
Transfer restriction periodFrom 14 August 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or as a director or corporate executive officer of the Company's subsidiary bank
Conditions for lifting transfer restrictionsThe recipient must continuously hold an eligible position through the date of the first annual general meeting of shareholders of the Company or the relevant subsidiary bank held after the start date of this restricted period. If the recipient leaves office for a valid reason, the restrictions will be lifted in part in proportion to the number of months from July 2026 through the month including the date of departure, divided by 12.
Reason for acquisition without considerationThe Company will acquire, without consideration, all or part of the shares for which the transfer restrictions have not been lifted if the recipient leaves an eligible position without a valid reason before the day preceding the prescribed annual general meeting of shareholders, if any shares remain subject to the restrictions because the conditions for lifting them have not been satisfied, or if the recipient leaves office in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and audit committee members) / Number of Employees 2 / Number of allocated shares 4,000 shares, Category Executive officers of the Company / Number of Employees 10 / Number of allocated shares 7,900 shares, Category Directors of the Company's subsidiary bank (excluding outside directors and audit and supervisory committee members) / Number of Employees 9 / Number of allocated shares 14,800 shares, Category Corporate executive officers of the Company's subsidiary bank / Number of Employees 15 / Number of allocated shares 9,100 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥76,468,800
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FIDEA Holdings Co.Ltd. (8713) timely disclosure | Komori