Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
July 14, 2025
Company name: | The Yamanashi Chuo Bank, Ltd. |
Representative: | Yoshiaki Furuya, President |
(Securities code 8360; Prime Market of the Tokyo Stock Exchange) | |
Contact: | Shigeki Yonaga Managing Executive Officer and General Manager of Corporate Planning Division |
Phone: +81-55-233-2111 |
The Yamanashi Chuo Bank, Ltd. (the "Bank") hereby announces that the Bank has resolved at its Board of Directors meeting held today to dispose of treasury shares as restricted stock remuneration (hereinafter referred to as the "Disposal of Treasury Shares"), as described below.
Overview of disposal
(1)
Due date of payment
August 1, 2025
(2)
Class and number of
shares to be disposed of
17,200 shares of the Bank's common stock
(3)
Disposal price
2,704 yen per share
(4)
Total disposal value
46,508,800 yen
(5)
Scheduled disposal recipient
Directors of the Bank(*)6 persons, 10,600 shares Executive Officers of the Bank 15 persons, 6,600 shares
*Excluding Outside Directors
Purpose and reason for disposal
At the 117th Annual General Meeting of Shareholders held on June 24, 2020, the Bank obtained the approval to introduce a restricted stock remuneration plan (hereinafter referred to as the "Plan") that grants restricted shares to the Bank's Directors (excluding Outside Directors), with the aim of further raising their motivation to increase the Bank's stock price and increase corporate value by sharing benefits and risks of stock price fluctuation with shareholders. Furthermore, in accordance with the Plan, it was also approved that the total amount of monetary remuneration claims to be provided to the Bank's Directors (excluding Outside Directors) as remuneration, etc. related to restricted shares shall be set not to exceed 70 million yen per annum, that the upper limit of the total number of restricted shares to be allotted to the Bank's Directors (excluding Outside Directors) shall be 150,000 shares for each fiscal year, that the transfer restriction period on the restricted shares shall be set from the date on which the restricted shares are granted until the date on which the Bank's Director, Executive Officer, or employee retires or resigns from any of the positions, and other related matters.
Today, the Bank has resolved at the Board of Directors meeting to provide monetary remuneration
claims in the total amount of 46,508,800 yen to the Bank's 6 Directors (excluding Outside Directors) and 15 Executive Officers who are scheduled allottees (hereinafter referred to as the "Allottees") as restricted stock remuneration for the period from the Bank's 122nd Annual General Meeting of Shareholders until the 123rd Annual General Meeting of Shareholders scheduled in June 2026 (for Executive Officers, the period from the date of appointment until the date of retirement determined by the Board of Directors), and to allot 17,200 shares of the Bank' common stock as specific restricted shares to the Allottees upon their payment of all of the said monetary remuneration claims as contribution in kind. The value of monetary remuneration claims provided to each Allottee is determined in comprehensive consideration of various matters such as the extent of the Allottee's contribution to the Bank. The provision of said monetary remuneration claims is subject to the conclusion of a restricted stock allotment agreement (hereinafter referred to as the "Allotment Agreement") between each Allottee and the Bank that includes provisions to the effect as summarized below, among other conditions.
Overview of Allotment Agreement
Transfer restriction period
A period from the date on which restricted shares are granted until the date on which the Bank's Director, Executive Officer, or employee retires or resigns from any of the positions
During the transfer restriction period defined above (hereinafter referred to as the "Restriction Period"), the Allottees are not allowed to transfer, create a pledge or security interest over, make inter vivos gifts or bequests, or in any other way dispose of the restricted shares allotted to them (hereinafter referred to as the "Allotted Shares") to a third party (hereinafter referred to as the "Transfer Restriction").
Acquisition of restricted shares without consideration
If an Allottee retires or resigns from any of the positions of Director, Executive Officer, or employee at the Bank during the period from the start date of the Restriction Period until the day preceding the first Annual General Meeting of Shareholders of the Bank to be held since then (for Executive Officers, the period from the date of appointment until the date of retirement determined by the Board of Directors), the Bank shall automatically acquire the Allotted Shares without consideration at the time of said retirement or resignation, unless there is a reason that the Board of Directors of the Bank deems justifiable.
In addition, if there are any Allotted Shares that are not yet been removed from the Transfer Restriction in accordance with the reasons for removing the Transfer Restriction stated in (3) below as of the time of expiration of the Restriction Period (hereinafter referred to as the "Time of Period Expiration"), the Bank shall automatically acquire such Allotted Shares without consideration as of the time immediately after the Time of Period Expiration.
Removal of Transfer Restriction
The Bank shall remove, at the Time of Period Expiration, the Transfer Restriction on all of the Allotted Shares held by an Allottee at said Time, provided that the Allottee has continuously remained in any of the positions of Director, Executive Officer, or employee at the Bank during the period from the start date of the Restriction Period until the day of the first Annual General Meeting of Shareholders of the Bank to be held since then (for Executive Officers, the period from the date of appointment until the date of retirement determined by the Board of Directors). However, if an Allottee retires or resigns from any of the positions of Director, Executive Officer, or employee at
the Bank during the period from the start date of the Restriction Period until the day preceding the first Annual General Meeting of Shareholders of the Bank to be held since then (for Executive Officers, the period from the date of appointment until the date of retirement determined by the Board of Directors) for a reason that the Board of Directors of the Bank deems justifiable, the Bank shall remove, at the time immediately after said retirement or resignation, the Transfer Restriction on the Allotted Shares. The number of the Allotted Shares is calculated by dividing the number of months from July 2025 to the month to which the day the Allottee retires or resigns from any of the positions of Director, Executive Officer, or employee at the Bank belongs by 12 (if that number exceeds 1, it shall be set to 1), and multiplying that number by the number of the Allotted Shares held by the Allottee as of the time of said retirement or resignation (however, any fractional shares resulting from the calculation shall be rounded down).
Provisions regarding management of shares
The Allottees shall follow the steps designated by the Bank to complete the procedure for opening accounts with SMBC Nikko Securities Inc. in which the Allotted Shares are to be entered or recorded, and the Allotted Shares shall be kept and maintained in said accounts until they are removed from the Transfer Restriction.
Treatment in case of organizational restructuring, etc.
In the event that a proposal for a merger agreement where the Bank will be the non-surviving company, share exchange agreement or share transfer plan where the Bank will become a wholly owned subsidiary, or other item related to organizational restructuring, etc. is approved at a General Meeting of Shareholders of the Bank (however, this shall be the Board of Directors of the Bank if such organizational restructuring, etc. does not require approval by a General Meeting of Shareholders of the Bank) during the Restriction Period (only if the effective date of such organizational restructuring, etc. comes before the Time of Period Expiration; hereinafter referred to as the "Time of Approval of Organizational Restructuring, etc."), and that an Allottee retires or resigns from any of the positions of Director, Executive Officer, or employee at the Bank in line with such organizational restructuring, etc., by resolution of the Board of Directors of the Bank, the Bank shall remove, at the time immediately before the business day prior to the effective date of such organizational restructuring, etc., the Transfer Restriction on the Allotted Shares. The number of the Allotted Shares is calculated by dividing the number of months from July 2025 to the month to which the date of said approval belongs by 12 (if that number exceeds 1, it shall be set to 1), and multiplying that number by the number of the Allotted Shares held by the Allottee as of the date of said approval (however, any fractional shares resulting from the calculation shall be rounded down).
In addition, at the Time of Approval of Organizational Restructuring, etc., the Bank shall automatically acquire all of the Allotted Shares that are not yet been removed from the Transfer Restriction as of the business day prior to the effective date of such organizational restructuring, etc.
Basis for calculation of the amount to be paid and specific details thereof
The disposal price in the Disposal of Treasury Shares has been set at 2,704 yen, which is the closing price of the Bank's common stock on the Tokyo Stock Exchange on July 11, 2025, the business day immediately preceding the date of resolution of the Board of Directors of the Bank, so as to exclude any arbitrariness in the price. As it is the market price of the stock immediately prior to the date of resolution of the Board of Directors of the Bank, the Bank believes that the price is reasonable and does not constitute a special advantage.