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M&A and Subsidiary Changes8386The Hyakujushi Bank,Ltd.Banks

Notice Regarding the Execution of a Company Split Agreement (Simplified Absorption-Type Company Split)

The Hyakujushi Bank, Ltd. entered into an agreement to transfer to Nomura Securities Co., Ltd., through a simplified absorption-type company split, the rights and obligations relating to customers’ securities accounts in its registered financial institution business. The effective date is scheduled for 6 May 2027, and no consideration, such as shares or cash, will be delivered.

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This transaction

This company split
Counterparty (target company)Nomura Securities Co., Ltd.
Disclosing companyThe Hyakujushi Bank,Ltd.
Subject of 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

Securities business

Location Chuo-ku, TokyoShare capital ¥10 billionDate of incorporation 7 May 2001
Net Sales¥981,355 million (fiscal year ended March 2026)
Operating profit¥242,533 million (fiscal year ended March 2026)
Net income for the current fiscal year¥162,409 million (fiscal year ended March 2026)
Net assets¥687,272 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥0
Type of ConsiderationNo cash or shares will be delivered (consideration for the company split: ¥0)
Impact on Business Performance

The impact of this company split on the Bank’s results will be immaterial, with no material impact expected.

Procedures and assumptions
Conditions Precedent to ExecutionRegulatory approvals and permits
Management structure after acquisitionNomura Securities will handle the overall administration of customer accounts and back-office support relating to sales, while The Hyakujushi Bank, Ltd. will handle solicitation, sales and after-sales support. There will be no changes to The Hyakujushi Bank, Ltd.’s name, location, title and name of its representative, business activities, capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty nameNomura Securities Co., Ltd.
Name of the Subject CompanyNomura Securities Co., Ltd.
Business Description of the Subject CompanySecurities business
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥10 billion
Date of Establishment of the Subject Company7 May 2001
Net Sales of the Subject Company¥981,355 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥242,533 million (fiscal year ended March 2026)
Net Income of the Subject Company¥162,409 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥687,272 million (fiscal year ended March 2026)
Acquisition price¥0
Type of ConsiderationNo cash or shares will be delivered (consideration for the company split: ¥0)
Impact on Business PerformanceThe impact of this company split on the Bank’s results will be immaterial, with no material impact expected.
Date of board resolution15 June 2026
Contract Date15 June 2026
Execution Date / Effective Date6 May 2027 (予定)
Conditions Precedent to ExecutionRegulatory approvals and permits
Management structure after acquisitionNomura Securities will handle the overall administration of customer accounts and back-office support relating to sales, while The Hyakujushi Bank, Ltd. will handle solicitation, sales and after-sales support. There will be no changes to The Hyakujushi Bank, Ltd.’s name, location, title and name of its representative, business activities, capital or fiscal year-end.
Items this document does not state (13)
Expenses 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)Valuation 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 establish an efficient and rational operating structure and enhance and improve services for customers by allocating responsibility so that Nomura Securities handles account administration and back-office support for sales activities, while The Hyakujushi Bank, Ltd. handles solicitation, sales and after-sales support.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Execution of a Company Split Agreement (Simplified Absorption-Type Company Split) | The Hyakujushi Bank,Ltd. (8386) timely disclosure | Komori