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

Execution of a Basic Agreement on Business Integration through the Absorption-Type Merger of Our Subsidiaries, SBI Global Asset Management Co.,Ltd. and SBI Insurance Group Co.,Ltd.

A basic agreement was executed for a merger by absorption under which SBI Global Asset Management, which is under the same parent company, will be the surviving company and SBI Insurance Group will be the disappearing company. The effective date is scheduled for 1 April 2027.

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This transaction

This merger (business integration)
CounterpartySBI Global Asset Management Co.,Ltd. (surviving company in the merger by absorption), SBI Insurance Group Co.,Ltd. (disappearing company in the merger by absorption)
Disclosing companySBI Holdings,Inc.
SBI Insurance Group Co.,Ltd.Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Management of subsidiaries and related operations Main businesses of subsidiaries: property and casualty insurance, life insurance, and small-amount, short-term insurance

Location Minato-ku, TokyoShare capital ¥8.375 billion (end-March 2026)
Net Sales¥140.362 billion (fiscal year ending March 2026; ordinary revenues are stated as the item equivalent to consolidated net sales)
Net income for the current fiscal year¥2.88 billion (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥48.087 billion (fiscal year ending March 2026; consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (SBI Global Asset Management Co.,Ltd. shares)
Impact on Business Performance

The impact on the consolidated results of SBIホールディングス is immaterial. The impact on results from the fiscal year ending March 2028 onward is currently under review.

Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method (DCF method)
Independent valuation institution株式会社KIC and EY Strategy and Consulting Co., Ltd.
Conditions Precedent to ExecutionThe two companies must execute a legally binding definitive agreement, obtain approval at their respective extraordinary general meetings of shareholders by the effective date, and obtain approval and other authorisations from the relevant authorities.
Management structure after acquisitionThe name, location, representative, officer structure and organisation of the surviving company in the merger by absorption will be determined after further discussions. Shares of SBI Global Asset Management are expected to remain listed on the Tokyo Stock Exchange Prime Market. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger (business integration)
Counterparty nameSBI Global Asset Management Co.,Ltd. (surviving company in the merger by absorption), SBI Insurance Group Co.,Ltd. (disappearing company in the merger by absorption)
Name of the Subject CompanySBI Insurance Group Co.,Ltd.
Business Description of the Subject CompanyManagement of subsidiaries and related operations Main businesses of subsidiaries: property and casualty insurance, life insurance, and small-amount, short-term insurance
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥8.375 billion (end-March 2026)
Net Sales of the Subject Company¥140.362 billion (fiscal year ending March 2026; ordinary revenues are stated as the item equivalent to consolidated net sales)
Net Income of the Subject Company¥2.88 billion (fiscal year ending March 2026; net income attributable to owners of the parent)
Net Assets of the Subject Company¥48.087 billion (fiscal year ending March 2026; consolidated net assets)
Type of ConsiderationShares (SBI Global Asset Management Co.,Ltd. shares)
Impact on Business PerformanceThe impact on the consolidated results of SBIホールディングス is immaterial. The impact on results from the fiscal year ending March 2028 onward is currently under review.
Date of board resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Valuation methodologyMarket price method and discounted cash flow method (DCF method)
Independent valuation institution株式会社KIC and EY Strategy and Consulting Co., Ltd.
Conditions Precedent to ExecutionThe two companies must execute a legally binding definitive agreement, obtain approval at their respective extraordinary general meetings of shareholders by the effective date, and obtain approval and other authorisations from the relevant authorities.
Management structure after acquisitionThe name, location, representative, officer structure and organisation of the surviving company in the merger by absorption will be determined after further discussions. Shares of SBI Global Asset Management are expected to remain listed on the Tokyo Stock Exchange Prime Market. Employee treatment: Not disclosed
Items this document does not state (14)
Date of Establishment of the Subject CompanyOperating 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)Special 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.

The purpose is to place the asset management and insurance businesses under unified management and advance the design of insurance products that leverage asset management capabilities, integrated management of assets and liabilities, and greater operational efficiency through shared AI and systems infrastructure. Another objective is to develop both businesses as the SBI Group's third pillar, following securities and banking, and enhance corporate value.

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Execution of a Basic Agreement on Business Integration through the Absorption-Type Merger of Our Subsidiaries, SBI Global Asset Management Co.,Ltd. and SBI Insurance Group Co.,Ltd. | SBI Holdings,Inc. (8473) timely disclosure | Komori