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M&A and Subsidiary Changes8473SBI Holdings,Inc.Financials (excluding banks)

Notice Regarding the Change in a Grandchild Company (Conversion of a Grandchild Company, etc. into a Subsidiary)

All shares of SBI Shinsei Bank, Limited held by SBI Regional Bank Holdings Co., Ltd. will be transferred to SBI Holdings, Inc. by way of an in-kind dividend. As a result, SBI Shinsei Bank will become the Company's direct subsidiary, changing from a grandchild company, and the Company's voting rights ownership ratio will increase from 15.98% to 71.22%.

Worth reading
44Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
490000000
Shares
Wording
Conditional
How definitive the wording is.

This transaction

In-kind dividend
CounterpartySBI Regional Bank Holdings Co., Ltd.
Disclosing companySBI Holdings,Inc.
SBI Shinsei Bank, LimitedVoting rights ownership percentageNumber of shares acquired 490,000,000 shares; voting rights: not disclosed (voting rights ownership ratio: 55.24%)

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

① Acceptance of deposits and installment savings, lending of funds, discounting of bills and foreign exchange transactions ② Guarantees of obligations, acceptance of bills and other businesses incidental to the banking business described in the preceding item ③ Underwriting, handling of public offerings or secondary offerings, handling of private placements, trading and other businesses relating to government bonds, municipal bonds, government-guaranteed bonds and other securities ④ In addition to the businesses in the preceding items, businesses that banks may conduct under the Banking Act, the Secured Bond Trust Act, the Bond Registration Act and other laws ⑤ Other matters incidental or related to the businesses in the preceding items

Location Chuo-ku, TokyoShare capital ¥178,507 millionDate of incorporation December 1952
Net income for the current fiscal year¥84,499 million (fiscal year ended March 2025)
Net assets¥959,249 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price— (acquired from SBI Regional Bank Holdings by way of an in-kind distribution)
Type of ConsiderationShares (acquired by way of an in-kind dividend)
Funding arrangementsNot disclosed (acquired by way of an in-kind distribution)
Impact on Business Performance

The impact of this transaction on the Company's consolidated results is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe shares of SBI Shinsei Bank will be consolidated under the Company, which will continue to strengthen collaboration with regional financial institutions nationwide, including those in which SBI Regional Bank Holdings has invested, centered on the SBI Shinsei Bank Group. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameIn-kind dividend
Counterparty nameSBI Regional Bank Holdings Co., Ltd.
Name of the Subject CompanySBI Shinsei Bank, Limited
Business Description of the Subject Company① Acceptance of deposits and installment savings, lending of funds, discounting of bills and foreign exchange transactions ② Guarantees of obligations, acceptance of bills and other businesses incidental to the banking business described in the preceding item ③ Underwriting, handling of public offerings or secondary offerings, handling of private placements, trading and other businesses relating to government bonds, municipal bonds, government-guaranteed bonds and other securities ④ In addition to the businesses in the preceding items, businesses that banks may conduct under the Banking Act, the Secured Bond Trust Act, the Bond Registration Act and other laws ⑤ Other matters incidental or related to the businesses in the preceding items
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥178,507 million
Date of Establishment of the Subject CompanyDecember 1952
Net Income of the Subject Company¥84,499 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥959,249 million (fiscal year ended March 2025)
Acquisition price— (acquired from SBI Regional Bank Holdings by way of an in-kind distribution)
Type of ConsiderationShares (acquired by way of an in-kind dividend)
Number of shares acquired490,000,000 shares; voting rights: not disclosed (voting rights ownership ratio: 55.24%)
Voting rights ownership percentageBefore 15.98% → after 71.22%
Funding arrangementsNot disclosed (acquired by way of an in-kind distribution)
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results is expected to be immaterial.
Date of board resolution19 March 2026 (SBI Regional Bank Holdings Board of Directors)
Execution Date / Effective Date26 March 2026 (予定)
Management structure after acquisitionThe shares of SBI Shinsei Bank will be consolidated under the Company, which will continue to strengthen collaboration with regional financial institutions nationwide, including those in which SBI Regional Bank Holdings has invested, centered on the SBI Shinsei Bank Group. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract 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 Company determined that the original purpose of making SBI Shinsei Bank a subsidiary of SBI Regional Bank Holdings had been achieved, as SBI Shinsei Bank had repaid its public funds in full and completed its relisting on the Tokyo Stock Exchange. After consolidating the shares under the Company, the Company will continue to strengthen collaboration with regional financial institutions nationwide, centered on the SBI Shinsei Bank Group.

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Notice Regarding the Change in a Grandchild Company (Conversion of a Grandchild Company, etc. into a Subsidiary) | SBI Holdings,Inc. (8473) timely disclosure | Komori