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M&A and Subsidiary Changes7327Daishi Hokuetsu Financial Group,Inc.Banking

Planned director appointments and changes to representative directors at the holding company to be established following the management integration of The Gunma Bank,Ltd. and Daishi Hokuetsu Financial Group,Inc.

The candidates for directors and the structure of the representative directors of the holding company to be established following the management integration of Gunma Bank and Daishi Hokuetsu Financial Group through a share exchange have been decided in principle. Following the integration, Ueguri (殖栗) is scheduled to become Representative Director and Chairman, and Fukai Akihiko (深井 彰彦) Representative Director and President (Group CEO).

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This transaction

This management integration / this share exchange
CounterpartyName of target company, Name of counterparty
Disclosing companyDaishi Hokuetsu Financial Group,Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationShares (share exchange)
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the share exchange agreement at the extraordinary general meetings of shareholders of both companies scheduled for 23 December 2026, permits and approvals from the relevant authorities, and the share exchange taking effect
Management structure after acquisitionFollowing the management integration, the corporate name is scheduled to change to 『株式会社群馬新潟フィナンシャルグループ』. Ueguri Michio (殖栗 道郎) is scheduled to become Representative Director and Chairman, and Fukai Akihiko (深井 彰彦) Representative Director and President (Group CEO). The structure, including outside directors and directors who are Audit and Supervisory Committee Members, has been decided in principle as the proposed board of directors. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis management integration / this share exchange
Counterparty nameName of target company, Name of counterparty
Type of ConsiderationShares (share exchange)
Date of board resolution13 November 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Conditions Precedent to ExecutionApproval of the share exchange agreement at the extraordinary general meetings of shareholders of both companies scheduled for 23 December 2026, permits and approvals from the relevant authorities, and the share exchange taking effect
Management structure after acquisitionFollowing the management integration, the corporate name is scheduled to change to 『株式会社群馬新潟フィナンシャルグループ』. Ueguri Michio (殖栗 道郎) is scheduled to become Representative Director and Chairman, and Fukai Akihiko (深井 彰彦) Representative Director and President (Group CEO). The structure, including outside directors and directors who are Audit and Supervisory Committee Members, has been decided in principle as the proposed board of directors. Employee treatment: Not disclosed
Items this document does not state (25)
Name of the Subject CompanyBusiness 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 priceMerger 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)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

The representative directors will change in connection with this management integration. The appointment of the director candidates and the change in representative directors are subject to approval of the share exchange agreement, the granting of permits and approvals by the relevant authorities, and the share exchange taking effect.

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Planned director appointments and changes to representative directors at the holding company to be established following the management integration of The Gunma Bank,Ltd. and Daishi Hokuetsu Financial Group,Inc. | Daishi Hokuetsu Financial Group,Inc. (7327) timely disclosure | Komori