Reference Material

Dear Shareholders,

Transition to Holding Company Structure
Table of contents
1 Background to and Objectives of Transition

to Holding Company Structure����� 12 Group’s Corporate Credo andLong-Term Vision����������� 3
3 Outline of Holding Company������ 44 Group Structure������������ 5
5 Holding Company’s Governance Structure� 66 Maximizing Group Synergies������ 77 Transition Schedule���������� 88 Q&A Regarding Transition������� 9

１Background to and Objectives of Transition
to Holding Company Structure●T he Bank defined the meaning of its existence in its corporate credo as “creating a bright and prosperous future for the region,” and has made efforts to stabilize regional financing and stimulate thelocal economy through the expansion, etc. of finance-related services by merging with other financial
institutions and establishing group subsidiaries for leasing and securities, etc.

●

 hile doing so, the business environment surrounding regional financial institutions has changedWgreatly due to circumstances such as the normalization of a low-interest policy, changes in spending
behavior, changes to the social structure such as a decrease in population, and the diversification andenhancement of customer needs in conjunction with progressing digitalization; the Bank is seeking
to improve corporate value as a group, grounded on the importance of sustainability and in light of
the impact of the COVID-19 pandemic, and it recognizes that it faces the task of changing its business model to contribute to growth in the local economy.

Stable regional
financing
1988
Iyogin Regional Economy ResearchCenter established

1999
Fuji Savings Credit
Union merger

1988
Iyogin DC Card established

1974
Iyogin Leasing established

1992
Toho Mutual Bank merger
1975
Iyogin Computer Service established1

●T herefore, the Bank has decided to transition to a holding company structure with the objective ofstriving to expand its fields of business in light of relaxation of regulations, and in order to achieve
that, promoting the enhancement of group governance by strengthening business management
functions and maximizing group synergies.

● ith the transition to a holding company structure, the Bank will strive to grow the Iyogin groupW
sustainably and improve corporate value by promoting changes in employee and officer awarenessand behavior and creating a structure that can respond as a cohesive group to diversified and enhanced customer needs, with the aim of earning the unwavering trust of its shareholders, customers,
local residents, and employees, which in turn will contribute to the realization of a sustainable society.

Expansion of business fields inlight of relaxation of regulations
October 2022:

Transition
to holding
company
structure

Enhanced group governanceby strengthening business
management functions
Maximizing group synergies
by changing employee andofficer awareness and behavior

2016
Ship Finance Division established(Iyo Bank)
2016
Singapore branch opened (Iyo Bank)

2012
Shikoku Alliance Securities established

Stimulation ofthe local economy
2２ Group’s Corporate Credo and Long-Term Vision●Iyogin Holdings’ corporate credo, “Work together with and enrich the community both materiallyand spiritually,” inherits the spirit of the Bank’s corporate credo, is established as the basis foractivities carried out by Iyogin group’s officers and employees, and consists of its “meaning ofexistence,” “management stance,” and “code of conduct.”

Iyogin group’s corporate credo
Meaning of existence(mission)

Management stance

Code of conduct (values)

Creating a brightand prosperousfuture for the region

Offering the best
service and being
worthy of people’s trust

Rendering our best
service with gratitudein our hearts

We create brightness andprosperity for people’s lives
and businesses as a local
corporate group andestablish a rich future
together with the region

We wholeheartedly provide
comprehensive services ofcutting-edge quality, withthe aim of creating a
corporate group that meetsthe expectations and isworthy of the people’s trust

We work unceasingly to beinnovative, starting withgratitude in our hearts
towards our customers, andact resolutely with joy andpurpose

─ Long-term vision ─A corporate group that continues to create and provide new value
We aim to realize our long-term vision based on the management stance of “Offering the best
service and being worthy of people’s trust.”(To engage in resolving issues for society and customers by creating and delivering the value thatsociety and customers require, and taking on the challenge of new business that is implemented
within the entire group)3３ Outline of Holding Company
Trade name

Iyogin Holdings, Inc.

Location of head office

1 Minami-Horibata-cho, Matsuyama-shi, Ehime

Representatives andofficers(to be confirmed)

ChairmanPresident and Representative Director
Representative Director and Senior
Managing Executive Officer
Director and Managing Executive Officer
Director and Audit and Supervisory
Committee Member
Outside Director and Audit andSupervisory Committee Member
Outside Director and Audit andSupervisory Committee Member
Outside Director and Audit andSupervisory Committee Member

Description of business●Amount of stated capital

20.0 billion yen

Date of establishment

October 3, 2022

Fiscal year end

March 31

Listing stock exchangeTokyo Stock Exchange Prime Market

Number of shares per unit

100 shares

Financial auditor

KPMG AZSA LLC

Administrator ofshareholder registry

Sumitomo Mitsui Trust Bank, Limited

Iwao Otsuka (Current: Iyo Bank, Chairman)
Kenji Miyoshi (Current: Iyo Bank, President)
Hiroshi Nagata (Current: Iyo Bank, Managing Director)
Kensei Yamamoto (Current: Iyo Bank, Managing Director)
Tetsuo Takeuchi (Current: Iyo Bank, Director)
Junko Miyoshi (Current: Iyo Bank, Outside Director)
Keiji Joko (Current: Iyo Bank, Outside Director)
Yoriko Noma (Current: Iyo Bank, Outside Director)

 anagement and operation of banks and companies that may be subsidiaries underM
the Banking Act and any and all business incidental or related thereto.
● Business that bank holding companies may engage in pursuant to the Banking Act.

4４ Group Structure
Current structure

Iyo Bank

Step 1. A t the time of establishmentof the holding company

Step 2. A fter establishing
the holding company

Iyogin Holdings

Iyogin Holdings

Iyo Bank

Iyo Bank

Iyogin Credit Guarantee

Iyogin Credit Guarantee

Iyogin Business Service

Iyogin Business Service

Iyogin Business Service

Iyogin Challenge&Smile

Iyogin Capital

Iyogin Capital

Four affiliates

Seven consolidated subsidiaries

Seven consolidated subsidiaries

Iyogin Credit Guarantee

Two non-consolidated subsidiaries

Two non-consolidated subsidiaries

Iyogin Capital

Iyogin Regional Economy Research Center

Iyogin Regional Economy Research Center

Seven consolidated subsidiaries

Iyogin DC Card

Iyogin DC Card

Two non-consolidated subsidiaries

Iyogin Leasing

Iyogin Leasing

Iyogin Regional Economy Research Center

Iyogin Computer Service

Iyogin Computer Service

Iyogin DC Card

Shikoku Alliance Securities

Shikoku Alliance Securities

Iyogin Leasing

Iyogin Challenge & Smile

Iyogin Challenge & Smile

Iyogin Computer Service

Four affiliates

Four affiliates

Shikoku Alliance Securities

Step 1. At the time of establishment of the holding company
The holding company will be established through a sole share transfer by the Bank effective October 3, 2022,
pursuant to which the Bank will become a wholly owned subsidiary of the holding company.

Step 2. After establishing the holding company
The Bank’s seven consolidated subsidiaries (i.e., Iyogin Credit Guarantee, Iyogin Capital, Iyogin Regional Economy
Research Center, Iyogin DC Card, Iyogin Leasing, Iyogin Computer Service, and Shikoku Alliance Securities) are
expected to be reorganized with the holding company as the direct equity holding company, with a view tostrengthen cooperation, etc. within the group.

5５ Holding Company’s Governance Structure
General Meeting of Shareholders

Appointment/dismissal

Appointment/dismissal

Iyogin Holdings

ReportCollaborate

Board of Directors

Audit and Supervisory Committee

Advisory BoardDismiss

Group Management Council[Management Planning Council][Compliance Council]

Audit
DirectGroup Compliance Committee

ReportOrderGroup Operational Risk Administration Committee
Group Credit Risk Administration Committee
Corporate
Planning Division

Personnel
Planning Division

Sales Planning
Division
Instruct,manage

Group companies
Iyo Bank
Instruct, manage

AuditRisk Management
DivisionManagement
Audit Division

Report, consult

Audit

Other subsidiaries
Report, consult

Iyo Bank subsidiaries■ Iyogin Business Service ■ Iyogin Challenge&Smile, etc.

Collaborate

Financial auditor

Management Deliberation Committee

Appointment/dismissalConsult■ Iyogin Credit Guarantee ■ Iyogin Capital

Audit■ Iyogin DC Card Co., Ltd. ■ Iyogin Leasing■ Iyogin Regional Economy Research Center, Inc.
■ Iyogin Computer Service ■ Shikoku Alliance Securities

Iyogin Holdings (holding company)
Iyogin Holdings is expected to be a company with audit and supervisory committee to increase management
efficiency.
● Specifically, the aim is to reinforce corporate governance for managing and supervising the entire group, and by
focusing resolutions by the board of directors on more important matters, realizing swift decision-making, etc.
●Group companiesT he group companies will strive for effective business management by formulating specific business plans andthen implementing swift management decisions and business execution based on the overall group’s management policy and strategy that are formulated by the holding company.
● Iyo Bank will continue as the core business of the group, and will adopt the role as a company with audit andsupervisory committee to aim for parent-subsidiary collaboration on the governance front (as with the current system).
●6６ Maximizing Group Synergies■ Creation of new value by expandingbusiness fields■ Enhanced group governance

We will create new value through the expansionof business fields and attempt to improve ourability to resolve issues for the community andcustomers, which in turn will contribute to therealization of a sustainable society.

In addition to deepening and evolving thecontent of subsidiaries’ businesses, we willattempt to expand to businesses beyond thefinancial field and aim to improve each groupcompany’s earning power based on the holding
company’s business management.

Resolving regional and customer issues

Holding company

Contribution torealizing asustainablesociety roup business management operations (optimizaGtion of management resource distribution)● Centralization of operations that can be efficiently
integrated into the holding company●Subsidiaries

Expansion ofbusiness fields●

 perations having a greater degree of freedomOwhen handled by subsidiaries (deepening andevolution of business content)

OtherBank

Other financial Business otherbusinessthan financial●

 perations having a greater degree of freedomOwhen handled by advanced banking service companies and equity method affiliates

Acceleration of group integration and establishment of a virtuous cycle
directed towards maximizing group synergies by promoting changes ingroup employee and officer awareness and behavior

7７ Transition Schedule●Iyogin Holdings intends to list its shares on the Prime Market of the Tokyo Stock Exchange on October 3, 2022 in accordance with the following schedule.

June 29, 2022
(Wednesday)

September 28, 2022
(Wednesday)

September 29, 2022
(Thursday)

October 3, 2022(Monday)●

 rdinary general meeting of shareholders (Introduction of agenO
da item for transition to holding company structure)●

Final trading date for shares of Iyo Bank● elisting date of the shares of Iyo BankD(shares cannot be traded on September 29 or 30)

E ffective date of the share transfer
Establishment of Iyogin Holdings● Date that trading of Iyogin Holdings shares is possible●8８ Q&A Regarding Transition

9Q1

What is a share transfer?

A1

A share transfer means one or more stock companies causing all their issued shares to beacquired by a newly incorporated stock company. On this occasion, Iyogin Holdings will
be caused to acquire all shares of Iyo Bank, and in exchange, Iyo Bank’s shareholders will
be delivered shares in Iyogin Holdings.

Q2

Are any procedures are required at the time of the share transfer?

A2

If you continue to hold shares in Iyo Bank as is, you will automatically be allocated sharesin Iyogin Holdings on October 3, 2022 (Monday), so there is no need for special procedures.

Q3

What will happen to Iyo Bank’s shares?

A3

If you continue to hold shares in Iyo Bank as is, on October 3, 2022 (Monday) one sharein Iyogin Holdings will be allotted automatically for each share in Iyo Bank.

Q4

Until when can Iyo Bank’s shares be sold and purchased on an exchange?

A4

Iyo Bank’s shares may be sold and purchased until September 28, 2022 (Wednesday).
Please note that shares cannot be sold or purchased on both September 29 (Thursday)and September 30 (Friday).

Q5

What will happen to the interim dividend at the end of September
2022?

A5

Iyo Bank plans to pay an interim dividend in December 2022 to all shareholders, or all
registered pledgees of shares, entered or recorded in Iyo Bank’s shareholder register as ofthe end of September 2022.

Q6

From when will it be possible to sell and purchase Iyogin Holdings’
shares on an exchange?

A6

It will be possible to sell and purchase Iyogin Holdings’ shares from October 3, 2022
(Monday).

Q7

What happens to deposits and loans currently with Iyo Bank?

A7

Iyo Bank will become Iyogin Holdings’ wholly-owned subsidiary through the transition toa holding company structure, but this will not impact the deposits and loans of Iyo Bank’scustomers. You may continue to conduct transactions as before, without change.

Q8

What will happen to the preferential system for shareholders?

A8

At Iyo Bank, shareholders who hold at least 100 shares as of the end of March may use
the preferential system for shareholders. Premised on it being a holding company structure through a share transfer, we continue to move forward with studies in the directionof implementing a preferential system for shareholders at Iyogin Holdings.

Q9

What will happen to the stock code?

A9If Iyogin Holdings is listed on a stock exchange, Iyo Bank’s current stock code (8385) willchange. Details will be given at a later date.

Q10

What will happen to the bank code?

A10

There will be no change in Iyo Bank’s bank code (0174) that you use for transfers evenafter Iyogin Holdings is listed on a stock exchange.

10The transition to a holding company structure described in this document involves securities of a Japanese company. The offer is subject to disclosure requirements of Japan thatare different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under
the U.S. federal securities laws, since the issuer is located in Japan and some or all of its
officers and directors reside outside of the United States. You may not be able to sue aJapanese company or its officers or directors in a Japanese court for violations of the U.S.
securities laws. It may be difficult to compel a Japanese company and its affiliates tosubject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than in connection
with the transition to a holding company structure, such as in the open market or throughprivately negotiated purchases.
This document has been translated from the Japanese-language original for reference
purposes only. In the event of any conflict or discrepancy between this document and theJapanese-language original, the Japanese-language original shall prevail in all respects.