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M&A and Subsidiary Changes8309Sumitomo Mitsui Trust Group,Inc.Banks

Notice of the Execution of a Basic Agreement on the Capital Restructuring of Sumitomo Mitsui Trust Panasonic Finance and the Transfer of a Consolidated Subsidiary

A basic agreement has been reached to restructure SMTPFC, a consolidated subsidiary of Sumitomo Mitsui Trust Bank, into a joint venture owned 45% by Sumitomo Mitsui Trust Bank, 40% by Fuyo General Lease Co.,Ltd., and 15% by Yokohama Financial Group,Inc. As a result, SMTPFC is expected to become an equity-method associate rather than a consolidated subsidiary. The number of shares to be transferred and the transfer price have not yet been determined.

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Direction
Deterioration
Direction inferred from the company’s description.
Scale
45
% (Sumitomo Mitsui Trust Bank's ownership ratio after the joint venture is established)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This joint business
CounterpartySumitomo Mitsui Trust Bank, Limited, Fuyo General Lease Co.,Ltd., Yokohama Financial Group,Inc.
Disclosing companySumitomo Mitsui Trust 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.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Comprehensive leasing, installment sales, and credit card operations

Location Minato-ku, TokyoShare capital ¥25,584 millionDate of incorporation 27 February 1967
Net Sales¥472,366 million (fiscal year ended March 2025)
Operating profit¥11,310 million (fiscal year ended March 2025)
Net income for the current fiscal year¥9,999 million (fiscal year ended March 2025)
Net assets¥197,267 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceThe transfer price will be determined through discussions among the parties and disclosed once finalized.
Impact on Business Performance

The impact of this matter on the Company's results for fiscal 2026 has not yet been determined. If any matter requiring disclosure arises, the Company will disclose it promptly.

Procedures and assumptions
Conditions Precedent to ExecutionNotifications to the competition authorities and other authorities in each relevant country, obtaining the necessary approvals and licenses, and other preparations. The schedule may be changed depending on the progress of these matters and other factors.
Management structure after acquisitionThe name of SMTPFC after the joint venture is established is expected to be changed following further discussions. The treatment of the representative and employees is not disclosed.
This transaction
ItemDetails
Transaction nameThis joint business
Counterparty nameSumitomo Mitsui Trust Bank, Limited, Fuyo General Lease Co.,Ltd., Yokohama Financial Group,Inc.
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 operations
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¥472,366 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥11,310 million (fiscal year ended March 2025)
Net Income of the Subject Company¥9,999 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥197,267 million (fiscal year ended March 2025)
Acquisition priceThe transfer price will be determined through discussions among the parties and disclosed once finalized.
Voting rights ownership percentageBefore Sumitomo Mitsui Trust Bank, Limited 84.9%; Panasonic Holdings Corporation 15.1% → after Sumitomo Mitsui Trust Bank, Limited 45%; Fuyo General Lease Co.,Ltd. 40%; Yokohama Financial Group,Inc. 15% is assumed.
Impact on Business PerformanceThe impact of this matter on the Company's results for fiscal 2026 has not yet been determined. If any matter requiring disclosure arises, the Company will disclose it promptly.
Contract Date30 March 2026 (basic agreement); July 2026 (予定, share transfer agreement and shareholders' agreement)
Execution Date / Effective Date1 October 2026 (予定)
Conditions Precedent to ExecutionNotifications to the competition authorities and other authorities in each relevant country, obtaining the necessary approvals and licenses, and other preparations. The schedule may be changed depending on the progress of these matters and other factors.
Management structure after acquisitionThe name of SMTPFC after the joint venture is established is expected to be changed following further discussions. The treatment of the representative and employees is not disclosed.
Items this document does not state (14)
Expenses 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 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.

To implement SMTPFC's growth strategy, enhance the medium- to long-term corporate value of each company, increase SMTPFC's management flexibility, optimize the allocation of the Group's management resources, and expand its business areas. The parties also intend to enhance the value of their services and products by utilizing Fuyo General Lease's expertise in its business areas and Yokohama Financial Group's business platform.

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Notice of the Execution of a Basic Agreement on the Capital Restructuring of Sumitomo Mitsui Trust Panasonic Finance and the Transfer of a Consolidated Subsidiary | Sumitomo Mitsui Trust Group,Inc. (8309) timely disclosure | Komori