March 8, 2022
To whom it may concern:
Name of Company:
Name of Representative:

Suruga Bank, Ltd.
Director and President: Kosuke Saga
(Code No. 8358 First Section of Tokyo Stock Exchange)

Contact Person:

Senior Executive Officer
General Manager of General Management Planning
Headquarters: Tatsuya Akita(TEL 03-3279-5535)

Announcement Regarding the Dissolution of Agreement on Capital and Business
Alliance with Nojima Co., Ltd. and Repurchase of Own Shares and Repurchase of Own
Shares through Off-Auction Own Share Repurchase Trading (ToSTNeT-3)
Suruga Bank, Ltd. announces that the Board of Directors (hereinafter referred to as “Board of Directors”) has
resolved at a meeting held on March 8, 2022, to dissolve the agreement (hereinafter referred to as “thisAgreement”) on capital and business alliance with Nojima Co., Ltd. (hereinafter referred to as “Nojima”).
In addition, it is announced that the Board of Directors has resolved at this meeting to acquire its own sharesin accordance with Article 459, Paragraph 1, Item 1 and Article 156, Paragraph 1 of the Companies Act, andArticle 33 of the company’s Articles of Incorporation, as well as the specific method of acquisition, as described
below.
Notes
I．Dissolution of this Agreement with Nojima
1． Reason for dissolution of this Agreement
Suruga Bank, Ltd. and Nojima have entered into a basic agreement on business alliance dated May 15, 2019,
and an agreement on capital and business alliance dated May 19, 2020 (collectively, the “Agreements”). On
June 26 of the same year, Hiroshi Nojima, President and Representative Executive Director of Nojima(hereinafter referred to as “Hiroshi Nojima”) was appointed as director of the Company. However, thisAgreement did not lead to a substantial alliance, and on June 1, 2021, Hiroshi Nojima resigned as directorof the Company.
Nojima then made an offer of disposition of the Company’s shares, and after consideration of variousoptions, the Company has proposed to purchase its own shares with the total acquisition amount of 17,908
million yen. Nojima has proposed to terminate the Agreements by accepting this offer, which was agreed
on March 8, 2022.
2．Details of the termination of the Agreement, etc.
Nojima holds 42,854,107 shares of the Company’s common shares (18.46% of the total number of issuedshares) and plans to tender all of its shares in repurchase of own shares (Please refer to “Ⅱ. Repurchase ofOwn Shares and Repurchase of Own Shares through Off-Auction Own Share Repurchase Trading(ToSTNeT-3)” below) to be conducted by the Company. Hiroshi Nojima, who was appointed as Vice
Chairman of the Board of Directors of the Company in connection with the Agreement, has already resigned
from the Board of Directors of the Company as of June 1, 2021.

3．Outline of the counterparty to the dissolution of the Agreement(1) Name of Company
Nojima Co., Ltd.
(2) Location
1-1-1 Yokoyama, Chuo-ku, Sagamihara, Kanagawa(3) Title and Name ofHiroshi Nojima
Representative
President and Representative Executive Director(4) Business Description
Digital consumer electronics specialty store operation business,
mobile carrier store operation business, Internet business, etc.
(5) Capital
6,330 million yen(As of March 31, 2021)(6) Date of Establishment April 28, 1962(7) Major Shareholders
Nojima hiroshi Corporation
14.75%and Shareholding Ratios
The Master Trust Bank of Japan, Ltd. (Trust
10.31%(As of September 30, 2021) account)
TN HOLDINGS CO.,LTD
5.34%
Custody Bank of Japan, Ltd. (Trust account)
4.10%
MAGARA FUKUSHIZAIDAN
3.42%
NEX Employee Stock Ownership
3.20%
Noma Corporation
3.01%
Hiroshi Nojima
2.82%
Takahisa Nojima
2.45%
MUFG Bank, Ltd.
2.25%
(8) Relationship between
Capital ties
This company holds 42,854,107 shares of thethe Listed Company and theCompany’s common shares (18.46% of the total
Shareholder
number of issued shares).
Personal ties
None
Business ties
None
Applicability
torelated Noneparties(9) Consolidated Financial Position and Results of Operations for the Past Three Years
Accounting period
FY ending MarchFY ending MarchFY ending March
2019
2020
2021
Amount of net assets
81,60890,268144,296(million yen)
Total assets (million yen)
307,735
286,247
340,183
Net asset worth per share
1,594.23
1,759.32
2,879.19(yen)
Sales (million yen)
513,057
523,968
523,327
Operating income
19,212
22,58233,826(million yen)
Ordinary profit
21,04624,21864,647(million yen)
Current net income
belonging to the14,817
15,911
52,827
shareholders of the parentcompany (million yen)
Earnings per share (yen)296.83317.12
1,068.42
Dividend per share (yen)344046

4．Schedule for termination of this Agreement(1) Date of Board of Directors resolution
March 8, 2022
(2) Date of conclusion of the agreements regarding March 8, 2022
the termination of this Agreement
5．Future prospects
The impact of this matter on the Company’s consolidated financial results is expected to be minimal.
Ⅱ．Repurchase of Own Shares and Repurchase of Own Shares through Off-Auction Own Share Repurchase
Trading (ToSTNeT-3)
1．Reason for own share repurchase
In connection with the dissolution of the Agreement described in I.1 above, Nojima intends to sell all of its
shares in the Company, and the Company intends to avoid any impact of such sale on supply and demandin the stock market, to improve capital efficiency, and to respond to future changes in the business andmarket environment. The Company has decided to repurchase its own shares (hereinafter referred to as“own share repurchase”) for the purpose of implementing a capital policy that meets the needs of theCompany. Nojima has informed that it intends to tender for this own share purchase with all of its shares
held by the Company.
2．Method of share repurchase
The purchase will be consigned at the closing price (including the final special quote) of 407 yen on March8, 2022, at 8:45 am on March 9, 2022, in the Tokyo Stock Exchange’s Off-Auction Own Share Repurchase
Trading (ToSTNeT-3). No changes will be made to other trading systems or trading hours.
Such purchase orders will be placed only during the said trading hours.
3．Details of share repurchase(1) Type of shares to be acquired
Common shares(2) Total number of shares that may be 44,000,000 shares (maximum)
acquiredRatio to total number of issued shares (excluding ownshares): 18.98%(3) Total acquisition price of shares
17,908 million yen (maximum)(4) Announcement of acquisition results The results of the acquisition will be announced after theclose of trading at 8:45 a.m. on March 9, 2022.
(Note 1) The number of said shares will not be changed. However, there is a possibility that some or
all of the shares may not be acquired due to factors such as market trends.
(Note 2) The purchase will be made with sell orders equivalent to the number of shares to be acquired.
4．Other
Depending on the results of the share repurchase, there may be a change in the Company’s major
shareholders. It will be promptly announced if it is made aware of the occurrence of such an event.
(Reference) Our own shareholdings as of March 7, 2022
Total number of issued shares
231,735,145 shares(excluding own shares)
Number of own shares
404,103 shares