Regarding the Final Agreement Conclusion on the Establishment of a Joint Holding Company (Joint Share Transfer) by Chiba Bank, Ltd. and Chiba Kogyo Bank, Ltd.

Overview of Business Integration

Chiba Bank and Chiba Kogyo Bank will execute a business integration by establishing a joint holding company, Chiba Financial Group, Inc., through a joint share transfer effective April 1, 2027, making it the full parent company. The two banks aim to leverage their strengths as regional financial institutions to contribute to sustainable regional growth, respect each other's business autonomy, and strengthen regional financial capabilities under the two trusted and respected brands.

Details and Schedule of Share Transfer

The share transfer ratio is set at 1:1 for both 1 share of Chiba Bank common stock to 1 share of joint holding company common stock and 1 share of Chiba Kogyo Bank common stock to 1 share of joint holding company common stock. The share transfer plan will be prepared by September 30, 2026, and approved at the extraordinary shareholders’ meetings of both banks on December 23. Both banks will delist from the Tokyo Stock Exchange on March 30, 2027, and the joint holding company will be established and listed on April 1. The ratio was decided after fair evaluation by third-party appraisal institutions (MUFG Morgan Stanley Securities and Mizuho Securities).

Purpose and Synergies of Business Integration

To meet the diversified and complex needs of the region and respond to intensified competition and technological innovation in the financial sector, the integration aims to strengthen its management foundation. It will promote the enhancement of both banks’ sales forces, channel expansion, advancement of products and services, and efficiency through shared management resources, seeking sustainable regional economic growth and increased corporate value. Synergy effects are expected to increase net business profit by 4 to 6 billion yen in two years and 12 to 16 billion yen in five years.

Joint Holding Company Organizational Structure and Future Outlook

The joint holding company will be established as a company with an audit committee, with 10 directors at inception, including 5 outside directors. Mr. Tsutomu Yonemoto, Director and President of Chiba Bank, is scheduled to serve as Representative Director and President, while Mr. Hitoshi Umeda, Director and President of Chiba Kogyo Bank, is scheduled to serve as Representative Director and Executive Vice President. After the establishment in April 2027, a medium-term management plan will be formulated and details disclosed.