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M&A and Subsidiary Changes8337The Chiba Kogyo 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 a share transfer plan to establish the joint holding company Chiba Financial Group Co., Ltd. and approved it at their respective boards of directors meetings. Candidates for representative directors and other directors of the joint holding company were also announced, but the framework of the share transfer itself remains unchanged from the announcement made on 25 March 2026.

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This transaction

This share transfer
Counterparty (target company)The Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd.
Disclosing companyThe Chiba Kogyo Bank,Ltd.
Subject of this transactionVoting rights ownership percentage Before The Chiba Bank,Ltd. owns 11,812,000 shares, or 19.12%, of The Chiba Kogyo Bank,Ltd. (after not disclosed)
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 issued through the joint share transfer)
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 acquisitionTsutomu Yonemoto (米本 努) is scheduled to become President and Representative Director of the joint holding company, and Hitoshi Umeda (梅田 仁司) is scheduled to become Executive Vice President and Representative Director. Candidates for directors, outside directors and Audit & Supervisory Committee members have also been announced.
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 issued through the joint share transfer)
Voting rights ownership percentageBefore The Chiba Bank,Ltd. owns 11,812,000 shares, or 19.12%, of The Chiba Kogyo Bank,Ltd. (after not disclosed)
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 acquisitionTsutomu Yonemoto (米本 努) is scheduled to become President and Representative Director of the joint holding company, and Hitoshi Umeda (梅田 仁司) is scheduled to become Executive Vice President and Representative Director. Candidates for directors, outside directors and Audit & Supervisory Committee members have also been announced.
Items this document does not state (15)
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 acquiredFunding 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.

A share transfer plan, including candidates for directors of the joint holding company at the time of its establishment, was prepared and approved based on the business integration agreement executed on 25 March 2026. The purpose and rationale for the transaction itself are not explained again in this disclosure.

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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 Kogyo Bank,Ltd. (8337) timely disclosure | Komori