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M&A and Subsidiary Changes7322San ju San Financial Group,Inc.Banks

Termination of the Basic Agreement on the Business Integration

あいちフィナンシャルグループ and 三十三フィナンシャルグループ terminated their basic agreement on a management integration through a merger. The parties were unable to reach agreement on the direction of the integrated holding company and other matters, making it difficult to execute the definitive agreement.

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20Immaterial
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This transaction

This business integration
Counterparty (target company)Aichi Financial Group,Inc., San ju San Financial Group,Inc.
Disclosing companySan ju San Financial Group,Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The dissolution of the basic agreement on this management integration will have no impact on the performance of either company.

This transaction
ItemDetails
Transaction nameThis business integration
Counterparty nameAichi Financial Group,Inc., San ju San Financial Group,Inc.
Name of the Subject CompanyAichi Financial Group,Inc., San ju San Financial Group,Inc.
Impact on Business PerformanceThe dissolution of the basic agreement on this management integration will have no impact on the performance of either company.
Date of board resolution10 September 2026 (both companies)
Contract Date13 May 2026 (this basic agreement)
Execution Date / Effective DateTargeted for 1 April 2027 (will not take place due to the termination of the basic agreement)
Items this document does not state (25)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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

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The parties reached the conclusion that, due to differences in their views on the direction of the integrated holding company and other matters, it would be difficult to execute the definitive agreement scheduled for September 2026.

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Termination of the Basic Agreement on the Business Integration | San ju San Financial Group,Inc. (7322) timely disclosure | Komori