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M&A and Subsidiary Changes7186Yokohama Financial Group,Inc.Banks

Execution of Basic Agreement Concerning the Acquisition of Shares in 三井住友トラスト・パナソニックファイナンス and Its Conversion into an Equity-Method Affiliate

横浜フィナンシャルグループ has executed a basic agreement concerning its policy of acquiring a 15% stake in 三井住友トラスト・パナソニックファイナンス and making it an equity-method affiliate. The final acquisition consideration and contract terms will be discussed going forward, and the share acquisition is scheduled for 1 October 2026.

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Direction
Improvement
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Scale
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This transaction

Acquisition of Shares in 三井住友トラスト・パナソニックファイナンス and Conversion into an Equity-Method Affiliate
Disclosing companyYokohama Financial Group,Inc.
三井住友トラスト・パナソニックファイナンス株式会社Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Comprehensive leasing, installment sales and credit card businesses; comprehensive finance business (wholesale, vendor leasing, specialty-store credit and retail finance businesses)

Location Minato-ku, TokyoShare capital ¥25,584 millionDate of incorporation 27 February 1967
Net Sales¥472.3 billion (fiscal year ended March 2025)
Net income for the current fiscal year¥9.9 billion (fiscal year ended March 2025)
Net assets¥197.2 billion (consolidated net assets as of the end of March 2025)
Consideration and expenses
Acquisition priceThe acquisition consideration will be determined following further discussions.
Impact on Business Performance

No material impact on the Company's results for the current fiscal year is expected from this transaction.

Procedures and assumptions
Management structure after acquisition横浜フィナンシャルグループ is expected to appoint 1 director. SMTPFC's corporate name is scheduled to be changed following further discussions. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of Shares in 三井住友トラスト・パナソニックファイナンス and Conversion into an Equity-Method Affiliate
Name of the Subject Company三井住友トラスト・パナソニックファイナンス株式会社
Business Description of the Subject CompanyComprehensive leasing, installment sales and credit card businesses; comprehensive finance business (wholesale, vendor leasing, specialty-store credit and retail finance businesses)
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥25,584 million
Date of Establishment of the Subject Company27 February 1967
Net Sales of the Subject Company¥472.3 billion (fiscal year ended March 2025)
Net Income of the Subject Company¥9.9 billion (fiscal year ended March 2025)
Net Assets of the Subject Company¥197.2 billion (consolidated net assets as of the end of March 2025)
Acquisition priceThe acquisition consideration will be determined following further discussions.
Voting rights ownership percentageAfter 15% (expected; the percentage represented by the shares held relative to SMTPFC's issued shares, excluding treasury shares) (before not disclosed)
Impact on Business PerformanceNo material impact on the Company's results for the current fiscal year is expected from this transaction.
Contract Date30 March 2026 (basic agreement). The share transfer agreement and shareholders' agreement are scheduled for July 2026.
Execution Date / Effective Date1 October 2026 (scheduled)
Management structure after acquisition横浜フィナンシャルグループ is expected to appoint 1 director. SMTPFC's corporate name is scheduled to be changed following further discussions. Employee treatment: Not disclosed
Items this document does not state (17)
Counterparty nameOperating Profit of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 its leasing business by incorporating SMTPFC's broad range of financing methods and expertise in the leasing sector, thereby enhancing 浜銀ファイナンス's product capabilities and credit assessment framework. In addition, the transaction is intended to enhance the Group's comprehensive financial capabilities and capture returns through its share of profit or loss from the equity-method affiliate and SMTPFC's business expansion.

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Execution of Basic Agreement Concerning the Acquisition of Shares in 三井住友トラスト・パナソニックファイナンス and Its Conversion into an Equity-Method Affiliate | Yokohama Financial Group,Inc. (7186) timely disclosure | Komori