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M&A and Subsidiary Changes8331The Chiba Bank,Ltd.Banks

Preparation of a Share Transfer Plan for the Establishment of a Joint Holding Company by The Chiba Bank,Ltd. and The Chiba Kogyo Bank,Ltd. (Joint Share Transfer)

The Chiba Bank,Ltd. and The Chiba Kogyo Bank,Ltd. prepared and approved a share transfer plan to establish the joint holding company Chiba Financial Group Co., Ltd. on 1 April 2027, with both banks as its wholly owned subsidiaries. Candidates for representative directors and other directors of the joint holding company were also announced.

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This transaction

This share transfer
Counterparty (target company)The Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd.
Disclosing companyThe Chiba Bank,Ltd.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Commercial banking operations

Location Chuo-ku, Chiba, Chiba Prefecture, Mihama-ku, Chiba, Chiba PrefectureShare capital ¥145 billion, ¥62.1 billionDate of incorporation 31 March 1943, 18 January 1952
Net SalesOrdinary revenue: ¥445 billion (fiscal year ending March 2026), Ordinary revenue: ¥68.8 billion (fiscal year ending March 2026)
Net income for the current fiscal yearNet income attributable to owners of parent: ¥94 billion (fiscal year ending March 2026), Net income attributable to owners of parent: ¥8.6 billion (fiscal year ending March 2026)
Net assets¥1.2573 trillion (fiscal year ending March 2026, consolidated), ¥192.8 billion (fiscal year ending March 2026, consolidated)
Consideration and expenses
Type of ConsiderationShares (shares in the joint holding company)
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholder meetings of both banks and authorisation by the relevant authorities, among other conditions
Management structure after acquisitionThe joint holding company will be named Chiba Financial Group Co., Ltd. Tsutomu Yonemoto (米本 努) is scheduled to become President and Representative Director, and Hitoshi Umeda (梅田 仁司) is scheduled to become Executive Vice President and Representative Director. Other directors and Audit & Supervisory Committee members are also listed. Employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameThe Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd.
Name of the Subject CompanyThe Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd.
Business Description of the Subject CompanyCommercial banking operations
Location of the Subject CompanyChuo-ku, Chiba, Chiba Prefecture, Mihama-ku, Chiba, Chiba Prefecture
Capital Stock of the Subject Company¥145 billion, ¥62.1 billion
Date of Establishment of the Subject Company31 March 1943, 18 January 1952
Net Sales of the Subject CompanyOrdinary revenue: ¥445 billion (fiscal year ending March 2026), Ordinary revenue: ¥68.8 billion (fiscal year ending March 2026)
Net Income of the Subject CompanyNet income attributable to owners of parent: ¥94 billion (fiscal year ending March 2026), Net income attributable to owners of parent: ¥8.6 billion (fiscal year ending March 2026)
Net Assets of the Subject Company¥1.2573 trillion (fiscal year ending March 2026, consolidated), ¥192.8 billion (fiscal year ending March 2026, consolidated)
Type of ConsiderationShares (shares in the joint holding company)
Date of board resolution30 September 2026
Contract Date25 March 2026
Execution Date / Effective DateScheduled for 1 April 2027
Conditions Precedent to ExecutionApproval at the shareholder meetings of both banks and authorisation by the relevant authorities, among other conditions
Management structure after acquisitionThe joint holding company will be named Chiba Financial Group Co., Ltd. Tsutomu Yonemoto (米本 努) is scheduled to become President and Representative Director, and Hitoshi Umeda (梅田 仁司) is scheduled to become Executive Vice President and Representative Director. Other directors and Audit & Supervisory Committee members are also listed. Employee treatment: Not disclosed.
Items this document does not state (16)
Operating Profit 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 PerformanceValuation 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.

This document does not explain the specific business rationale for carrying out the joint share transfer.

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Preparation of a Share Transfer Plan for the Establishment of a Joint Holding Company by The Chiba Bank,Ltd. and The Chiba Kogyo Bank,Ltd. (Joint Share Transfer) | The Chiba Bank,Ltd. (8331) timely disclosure | Komori