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M&A and Subsidiary Changes8304Aozora Bank,Ltd.Banks

Notice Regarding a Change in a Specified Subsidiary

Aozora Bank, Ltd. has decided to establish a new fund that will invest in venture debt and make a full capital contribution, representing a 100% investment ratio. The total capital contribution is ¥15.0 billion (scheduled amount upon completion of the contribution), and the fund is scheduled to become a specified subsidiary on 7 August 2026.

Worth reading
40Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
150
¥ hundred million
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of and capital contribution to the fund
Disclosing companyAozora Bank,Ltd.
あおぞら HYBIRD4 号投資事業有限責任組合 (investment limited partnership)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.

Execution Date / Effective Date7 August 2026 (scheduled)
Target company

Established for the Aozora Bank Group to invest in venture debt and related investments.

Location Chiyoda-ku, TokyoDate of incorporation 7 August 2026 (scheduled)
Consideration and expenses
Acquisition price¥15.0 billion (scheduled amount following completion of the Company's capital contribution)
Type of ConsiderationCash (capital contribution)
Impact on Business Performance

The change in the specified subsidiary will have no impact on the consolidated earnings forecast.

Procedures and assumptions
Management structure after acquisitionあおぞら企業投資株式会社 will manage the fund as its general partner, and the representative director and president will be Kubo Akifumi (久保 彰史).
This transaction
ItemDetails
Transaction nameEstablishment of and capital contribution to the fund
Name of the Subject Companyあおぞら HYBIRD4 号投資事業有限責任組合 (investment limited partnership)
Business Description of the Subject CompanyEstablished for the Aozora Bank Group to invest in venture debt and related investments.
Location of the Subject CompanyChiyoda-ku, Tokyo
Date of Establishment of the Subject Company7 August 2026 (scheduled)
Acquisition price¥15.0 billion (scheduled amount following completion of the Company's capital contribution)
Type of ConsiderationCash (capital contribution)
Voting rights ownership percentageAfter 100% (equity interest) (before not disclosed)
Impact on Business PerformanceThe change in the specified subsidiary will have no impact on the consolidated earnings forecast.
Execution Date / Effective Date7 August 2026 (scheduled)
Management structure after acquisitionあおぞら企業投資株式会社 will manage the fund as its general partner, and the representative director and president will be Kubo Akifumi (久保 彰史).
Items this document does not state (21)
Counterparty nameCapital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger 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 resolutionContract DateValuation 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.

The fund will be established and funded as the successor to the Aozora HYBRID3 Investment Limited Partnership, established in July 2023, in line with the expansion of the investment business. In addition, because the total capital contribution is equivalent to at least 10% of the Bank's capital, the fund will qualify as a specified subsidiary.

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Notice Regarding a Change in a Specified Subsidiary | Aozora Bank,Ltd. (8304) timely disclosure | Komori