The transition to a holding company structure described in this press release involves securities of a Japanesecompany. The offer is subject to disclosure requirements of Japan that are different from those of the UnitedStates. Financial information included in this document, if any, was excerpted from financial statements preparedin accordance with foreign accounting standards that may not be comparable to the financial statements of UnitedStates 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 a Japanese 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
through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the eventof any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language
original shall prevail in all respects.

May 13, 2022
To Whom It May Concern:
Company name:

The Iyo Bank, Ltd.

Representative name:President Kenji Miyoshi(Stock code 8385 on the Prime Market of the Tokyo Stock Exchange)
Contact:

General Manager, General Planning Division

Mitsuhiro Hayashi(TEL +81-(0)89-907-1034)

Announcement of Transition to Holding Company Structure through a Sole Share Transfer
The Iyo Bank, Ltd. (President: Kenji Miyoshi; the “Bank”) resolved to start examining the transition to a holding
company structure at its board of directors meeting held on November 12, 2021, which it announced that same day
in the Notice Regarding Start of Consideration of Transition to Holding Company Structure, and the Bank hereby
announces that at its board of directors meeting held today, it resolved to establish a holding company (wholly
owning parent company) called “Iyogin Holdings, Inc.” (the “Holding Company”) through a sole share transfer (the“Share Transfer”) and move to a holding company structure effective October 3, 2022 (scheduled), subject toapproval of the agenda item at the ordinary general meeting of shareholders scheduled to be held on June 29, 2022
and necessary approvals, etc. by the relevant authorities.
As the Share Transfer is a sole share transfer by the Bank, some disclosure items and details have been omitted.
Details1

1.

Objectives of Transition to a Holding Company Structure through a Sole Share Transfer
The 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 the local economy through the
expansion, etc. of finance-related services by merging with Toho Mutual Bank and Fuji Savings Credit Unionand establishing group subsidiaries for leasing services and securities services, etc.
While doing so, the business environment surrounding regional financial institutions has changed greatly due
to circumstances such as the normalization of a low-interest policy, changes in spending behavior, changes to thesocial structure such as a decrease in population, and the diversification and enhancement of customer needs inconjunction with progressing digitalization; the Bank is seeking to improve corporate value as a group, groundedon 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.
Therefore, the Bank established its long-term vision to become a “corporate group continuing to create andprovide new value” in its Fiscal 2021 Medium-Term Management Plan that commenced in April last year, further
deepening and evolving the “Digital-Human-Digital model”* it has been pursuing, and worked as a unified groupto transform its business model.
Now, in order to further move forward with this transformation, the Bank has decided to transition to a holding
company structure with the objective of striving to expand its fields of business in light of relaxation of regulations,working on enhancing group governance by strengthening business management functions, and maximizing
group synergies.
With the transition to a holding company structure, the Bank will strive to grow the Iyogin group sustainably
and improve its corporate value by promoting changes in employee and officer awareness and behavior, andcreating a structure that can respond as a cohesive group to diversified and enhanced customer needs, with theaim of earning the unwavering trust of its shareholders, customers, local residents, and employees, which in turnwill contribute to the realization of a sustainable society.
As a result of the Share Transfer, the Bank will become a wholly owned subsidiary of the Holding Company,so the shares of the Bank will be delisted. However, we plan to apply to list the Holding Company shares thatwill be delivered to all shareholders as consideration for the Bank’s shares on the Prime Market of the Tokyo
Stock Exchange, Inc. (“TSE”). The listing date is subject to review by TSE, but is planned for October 3, 2022,
which is the date of registration of establishment of the Holding Company (the effective date of the Share
Transfer), and we intend to effectively maintain the listing of shares.

2.

Procedure for Transition to a Holding Company Structure
The Bank plans to transition to a holding company structure through the following method.

Step 1: Establishment of the Holding Company through a sole share transfer
The Holding Company will be established through the Share Transfer effective October 3, 2022, pursuant towhich the Bank will become a wholly owned subsidiary of the Holding Company.

*
Focusing on customer service by utilizing digital technology to expand points of contact with customers and thoroughly streamline
administrative procedures.

2

Iyogin Holdings, Inc.
株式会社いよぎんホールディングス（持株会社）(Holding
Company)
The Iyo Bank, Ltd.
株式会社伊予銀行

いよぎん保証株式会社
Iyogin Credit
Guarantee Company Limited.
いよぎんビジネスサービス株式会社
IyoginBusiness Service Company Limited
いよぎんキャピタル株式会社
Iyogin Capital Company Limited
Seven consolidated
subsidiaries (Note) 1
連結子会社７社
Two non-consolidated non-equity method
持分法非適用の非連結子会社２社
subsidiaries (Note) 2
IyoginRegional Economy Research Center, Inc.
株式会社いよぎん地域経済研究センター

Iyogin DC Card Co., Ltd.
株式会社いよぎんディーシーカード

いよぎんリース株式会社
IyoginLeasing Company Limited
株式会社いよぎんコンピュータサービス
Iyogin Computer Service Company Limited
四国アライアンス証券株式会社
Shikoku
Alliance Securities Co., Ltd.
Iyogin Challenge & Smile Co., Ltd.
株式会社いよぎんChallenge＆Smile

Four持分法非適用の関連会社４社
non-equity method affiliates (Note) 3(Note) 1 The seven consolidated subsidiaries are Iyogin Venture Fund Corporation Limited IV, Iyogin Venture Fund
Corporation Limited V, Iyogin Venture Fund Corporation Limited VI, Iyo Evergreen Sixtiary
Industrialization Support Fund Investment Business Limited Partnership, Iyo Evergreen Agriculture Support
Fund Investment Business Limited Partnership, Iyo Evergreen Agriculture Support Fund II Investment
Business Limited Partnership, and Iyo Evergreen Business Succession Support Fund Investment Business
Limited Partnership.
(Note) 2 The two non-consolidated non-equity method subsidiaries are Iyogin-Ehime University Originated Venture
Support Fund Investment Business Limited Partnership and Iyo Evergreen Business Succession Support
Fund II Investment Business Limited Partnership.
(Note) 3 The four non-equity method affiliates are Iyogin REVIC Investments Company Limited, Shikoku Alliance
Capital Co., Ltd, Ozu Machidukuri Fund, and Shikoku Brand Co., Ltd.

Step 2: Reorganization of group operating companies
After the establishment of the Holding Company, the Bank’s seven consolidated subsidiaries (i.e., Iyogin
Credit Guarantee Company Limited, Iyogin Capital Company Limited, Iyogin Regional Economy ResearchCenter, Inc., Iyogin DC Card Co., Ltd., Iyogin Leasing Company Limited, Iyogin Computer Service Company
Limited, and Shikoku Alliance Securities Co., Ltd.) are expected to be reorganized with the Holding Company
as the direct equity holding company, with a view to strengthen cooperation, etc. within the group, through thepayment in kind to the Holding Company of all of the shares held by the Bank, and other methods.
3

Iyogin Holdings, Inc.
株式会社いよぎんホールディングス（持株会社）(Holding
Company)

The Iyo Bank, Ltd.
株式会社伊予銀行

Iyogin Business Service Company Limited
いよぎんビジネスサービス株式会社

Iyogin Credit
Guarantee Company Limited
いよぎん保証株式会社

Iyogin Challenge&Smile Co., Ltd.
株式会社いよぎんChallenge＆Smile

いよぎんキャピタル株式会社
Iyogin Capital Company Limited

持分法非適用の関連会社４社
Four non-equity method affiliates

Seven consolidated
subsidiaries
連結子会社７社
Two non-consolidated non-equity method
持分法非適用の非連結子会社２社
subsidiaries
Iyogin Regional Economy Research Center, Inc.
株式会社いよぎん地域経済研究センター

Iyogin DC Card Co., Ltd.
株式会社いよぎんディーシーカード

IyoginLeasing Company Limited
いよぎんリース株式会社

Iyogin Computer Service Company Limited
株式会社いよぎんコンピュータサービス

Shikoku Alliance Securities Co., Ltd.
四国アライアンス証券株式会社

3.

Outline of the Share Transfer(1)

Schedule

Record date for ordinary general meeting ofshareholders

March 31, 2022 (Thursday)

Board of directors meeting to approve the sharetransfer planMay 13, 2022 (Friday)

Ordinary general meeting of shareholders toapprove the share transfer plan

June 29, 2022 (Wednesday)(scheduled)

Delisting of the shares of the Bank

September 29, 2022 (Thursday)(scheduled)

Registration of establishment of the Holding
Company (effective date)

October 3, 2022 (Monday)(scheduled)

Listing of the shares of the Holding Company

October 3, 2022 (Monday)(scheduled)

Note that this schedule is subject to change as necessary due to the progress of the Share Transfer
procedures or for any other reasons.
(2)FormatSole share transfer with the Holding Company as the wholly owning parent company incorporated

through a share transfer and the Bank as the wholly owned subsidiary resulting from a share transfer.
(3)

Details of allotment
4Company name

Iyogin Holdings,Inc.
(wholly owning parent company
incorporated through a share transfer)

The Iyo Bank, Ltd.
(wholly owned subsidiary resulting
from a share transfer)

Share transfer
ratio

1

1

(i)

Ratio
All shareholders of the Bank entered or recorded in the Bank’s shareholder register immediately prior
to the point in time that the Holding Company acquires all of the issued shares of the Bank pursuant to
the Share Transfer (the “Reference Time”) will receive an allotment of one share of common stock of
the Holding Company per share of common stock of the Bank that they hold.

(ii)

Number of shares per unit
The Holding Company will adopt a share unit system, with one unit equaling 100 shares.

(iii)

Basis for calculation of the share transfer ratio
The Share Transfer will establish the Holding Company alone as the wholly owning parent company of
the Bank by the Bank’s sole share transfer, and there will be no change in the shareholding structure of
the Bank or the Holding Company at the time of the Share Transfer. Therefore, with the principal
concern that no disadvantage be caused to the shareholders of the Bank, each shareholder will receive
an allotment of one share of the common stock of the Holding Company per share of the common stockof the Bank that it holds.
Therefore, no third-party calculation of the share transfer ratio has been conducted.

(iv)

Number of new shares to be delivered
317,998,884 shares of common stock (subject to change)
However, if there is a change in the total number of issued shares of the Bank prior to the Share Transfer
taking effect, there will also be a change in the above number of new shares to be delivered by theHolding Company. Because the treasury shares held by the Bank that are able to be retired in practicewill be retired by the Reference Time, the 5,776,482 treasury shares held by the Bank as of March 31,
2022 are excluded from the new shares to be delivered in the above calculation. Furthermore, if thenumber of treasury shares held by the Bank on March 31, 2022 has changed by the Reference Time,such as a case in which the Bank’s shareholders have exercised the right to request a purchase of shares,
the number of new shares to be delivered by the Holding Company will change accordingly.

(4)

Matters regarding share options and bonds with share options involved with the Share Transfer
The holders of stock options issued by the Bank will be delivered and allotted equivalent stock optionsof the Holding Company in exchange for the stock options of the Bank that they hold. The Bank has notissued bonds with share options.
(5)

Handling of new listing of the Holding Company
The Bank intends to apply to list the shares of the newly established Holding Company on the Prime

Market of TSE (Technical Listing) as of October 3, 2022. Because the Bank will become a wholly owned
subsidiary of the Holding Company through the Share Transfer, the shares of the Bank are expected to bedelisted from the Prime Market of TSE as of September 29, 2022 before listing the shares of the Holding
Company.
The delisting date may change as determined in accordance with TSE’s rules.

54.

Outline of the Company Subject to the Share Transfer(as of March 31, 2022)(1) Name

The Iyo Bank, Ltd.

(2) Address

1 Minami-Horibata-cho, Matsuyama-shi, Ehime(3) Name and title of representative

Kenji Miyoshi, President(4) Description of businessBanking(5) Amount of stated capital

20,948 million yen(6) Date of establishment

September 1, 1941

(7) Number of issued shares

323,775,366(8) Fiscal year end

March 31(9) Major shareholders and shareholding

The Master Trust Bank of Japan, Ltd.

11.32%

Custody Bank of Japan, Ltd.

10.31%

Nippon Life Insurance Company

2.79%

Meiji Yasuda Life Insurance Company

2.78%

Daio Kaiun Co.,Ltd.

1.88%

Sumitomo Forestry Co., Ltd.

1.85%

Sumitomo Life Insurance Company

1.70%

Employee stock ownership of Iyo Bank

1.56%

Sompo Japan Insurance Inc.

1.35%

IYOTETSU Group Co., Ltd.

1.20%

ratio

(10) Operational results and financial conditions for the most recent three years
Fiscal year end(million yen)

Fiscal year end

Fiscal year end

Fiscal year end

March 2020

March 2021

March 2022

Consolidated net assets

671,848

741,240

731,798

Consolidated total assets

7,795,554

8,550,739

8,544,797

Consolidated net assets per share (yen)2,052.46

2,313.28

2,286.75

Consolidated ordinary income

126,506

124,817

133,971

Consolidated ordinary profit

29,413

26,172

38,23918,922

18,08826,417

59.77

57.12

83.39

14.00

14.00

16.00

Current net profit attributable toshareholders of parent company
Consolidated current net profit per
share (yen)Dividends per share (yen)65.

Outline of the Holding Company to be Newly Established Through the Share Transfer (wholly owning parent
company incorporated through a share transfer) (scheduled)(1) Name

Iyogin Holdings,Inc.

(2) Address

1 Minami-Horibata-cho, Matsuyama-shi, Ehime(3) Representatives,

ChairmanIwao Otsuka

directors andPresident and Director

Kenji Miyoshi (Currently: President, Iyo Bank)

executives, etc.

(Representative Director)

expected to assume

Director, Senior Managing

Hiroshi(Currently: Managing Director, Iyo

officeExecutive Officer (Representative

NagataBank)

Director, Managing Executive

Kensei(Currently: Managing Director, Iyo

Officer

YamamotoBank)

Director (Audit and Supervisory

Tetsuo(Currently: Director, Iyo Bank)

Committee Member)

TakeuchiDirector (Audit and Supervisory

Junko(Currently: Outside Director, Iyo

Committee Member)

MiyoshiBank)

Director (Audit and Supervisory

Keiji Joko

(Currently: Outside Director, Iyo(Currently: Chairman, Iyo Bank)

Director)

Committee Member)Bank)

Director (Audit and Supervisory

Yoriko Noma

Committee Member)(Note)(Currently: Outside Director, Iyo
Bank)

The Directors (Audit and Supervisory Committee Members) Ms. Junko

Miyoshi, Mr. Keiji Joko, and Ms. Yoriko Noma are outside directors defined in
Article 2(xv) of the Companies Act.
(4) Description of・Management and operation of banks and other companies that may be subsidiaries

business

pursuant to the Banking Act, and any and all business incidental or related thereto
・Other business that may be conducted by the holding company of a bank pursuant to the
Banking Act(5) Amount of stated

20,000 million yen

capital(6) Fiscal year end

6.

March 31

Outline of Accounting Treatment of the Share Transfer
The Share Transfer constitutes a common control transaction for the purpose of corporate accounting, andtherefore does not affect profit and loss.

7.

Future Outlook
The Bank will become a wholly owned subsidiary of the Holding Company through the Share Transfer. As aresult, the Bank's performance will be reflected in the consolidated business results of the Holding Company,
the wholly owning parent company of the Bank. The impact of the Share Transfer on the Bank's performance
will be minimal.
End(Reference)

Consolidated financial forecasts for the current fiscal year (announced May 13, 2022) and7

consolidated business results for previous fiscal year
(million yen)
Current net profit
Ordinary income

Ordinary profit

attributable toowners of parent

Profit per share (yen)company
Financial forecasts for
current fiscal year
(Fiscal year end

137,000

34,50023,00072.59

133,971

38,23926,417

83.39

March 2023)
Financial results forprevious fiscal year
(Fiscal year end
March 2022)

Contact Details
Mr. Kamei, Mr. Takeda, General
Planning Division(TEL +81(0)89-907-1047)

8

Transition to Holding Company Structure

May 13, 2022

Table of contents
1. Background to and Objectives ofTransition to Holding Company Structure

P.2

2. Group’s Corporate Credo and Long-Term
VisionP.3

3. Outline of Holding Company

P.4

4. Group Structure

P.5

5. Holding Company’s Governance
Structure

P.6

6. Maximizing Group Synergies

P.7

7. Transition Schedule

P.8
‐1‐

1. Background to and Objectives of Transition to Holding Company Structure






The Bank defined the meaning of its existence in its corporate credo as “creating a bright and prosperous future for the region,” and has madeefforts to stabilize regional financing and stimulate the local economy through the expansion, etc. of finance-related services by merging with otherfinancial institutions and establishing group subsidiaries for leasing and securities, etc.
While doing so, the business environment surrounding regional financial institutions has changed greatly due to circumstances such as thenormalization of a low-interest policy, changes in spending behavior, changes to the social structure such as a decrease in population, and thediversification and enhancement of customer needs in conjunction with progressing digitalization; the Bank is seeking to improve corporate value asa 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 taskof changing its business model to contribute to growth in the local economy.
Therefore, the Bank has decided to transition to a holding company structure with the objective of striving to expand its fields of business in light ofrelaxation of regulations, and in order to achieve that, promoting the enhancement of group governance by strengthening business management
functions and maximizing group synergies.
With the transition to a holding company structure, the Bank will strive to grow the Iyogin group sustainably and improve corporate value by
promoting changes in employee and officer awareness and behavior and creating a structure that can respond as a cohesive group to diversified andenhanced customer needs, with the aim of earning the unwavering trust of its shareholders, customers, local residents, and employees, which inturn will contribute to the realization of a sustainable society.
Expansion of business fields inlight of relaxation of regulations

Stable regional
financing
1988: Iyogin Regional Economy ResearchCenter established

October 2022:

Transition toholdingcompany
structure

1999: Fuji Savings Credit Union
merger1988: Iyogin DC Card established

1974: Iyogin Leasing
established

1975: Iyogin Computer Service
established

1992: Toho Mutual Bank
mergerEnhanced group governance bystrengthening business
management functions
Maximizing group synergies bychanging employee and officer
awareness and behavior

2016: Ship Finance Division established (IyoBank)
2016: Singapore branch opened (Iyo Bank)
Stimulation of the
2012: Shikoku Alliance Securities
establishedlocal economy‐2‐2. Group’s Corporate Credo and Long-Term VisionIyogin Holdings’ corporate credo, “Work together with and enrich the community both materially and spiritually,” inherits the spirit of the Bank’s
corporate credo, is established as the basis for activities 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 bright and prosperous future forthe region

Offering the best service and being worthyof people’s trust

Rendering our best service with gratitudein our hearts

We create brightness and prosperity for people’s

We wholeheartedly provide comprehensive

We work unceasingly to be innovative, starting

lives and businesses as a local corporate groupservices of cutting-edge quality, with the aim ofwith gratitude in our hearts towards ourand establish a rich future together with thecreating a corporate group that meets thecustomers, and act resolutely with joy andregionexpectations and is worthy of the people’s trust

purpose- Long-term vision -We aim to realize our long-term vision based on the management stance of “Offering the best service andA corporate group that continues to create
and provide new value(To engage in resolving issues for society and customers by creating and delivering the value that society andbeing worthy of people’s trust.”
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 and Supervisory Committee Member
Outside Director and Audit and Supervisory Committee Member
Outside Director and Audit and Supervisory Committee Member

Description ofbusinessAmount of statedcapitalDate of establishment
Fiscal year end
Listing stock
exchange
Number of shares per
unit
Financial auditor
Administrator ofshareholder registry

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)

・Management and operation of banks and companies that may be subsidiaries under the Banking Act and any and all businessincidental or related thereto.
・Business that bank holding companies may engage in pursuant to the Banking Act.
20.0 billion yen
October 3, 2022
March 31
Tokyo Stock Exchange Prime Market
100 shares
KPMG AZSA LLC
Sumitomo Mitsui Trust Bank, Limited‐4‐

4. Group Structure
Current structure

Iyo Bank

Step 1. At the time ofestablishment of theholding company

Step 2. Afterestablishing 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
Two non-consolidated
subsidiaries
Iyogin Regional Economy
Research Center

Seven consolidated
subsidiaries
Two non-consolidated
subsidiaries
Iyogin Regional Economy
Research Center

Iyogin DC Card

Iyogin DC Card

Iyogin Leasing

Iyogin Leasing

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

Iyogin Credit Guarantee
Iyogin Capital
Seven consolidated
subsidiaries
Two non-consolidated
subsidiaries
Iyogin Regional Economy
Research Center Step 1. At the time ofestablishment of the holding
company
The holding company will beestablished through a sole sharetransfer 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 theholding 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, andShikoku Alliance Securities) are
expected to be reorganized with theholding 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

Iyogin Holdings
Management
Deliberation Committee

Consult
ReportAppointment/dismissal

Appointment/dismissal

Audit and Supervisory
Committee

Board of Directors

Advisory Board

Collaborate
Dismiss

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

Audit
Order

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

Personnel
Planning Division

Group companies

Sales Planning
Division

Instruct,manageIyo Bank
Instruct,manageAudit

Management Audit
Division

Report,consult

Collaborate

Audit

Other subsidiaries
Report,consult

Iyo Bank subsidiaries

Risk Management
Division

ReportIyogin Business Service, Iyogin Challenge&Smile, etc.

Iyogin Credit Guarantee, Iyogin Capital, Iyogin DC
Card Co., Ltd.
Iyogin Leasing, Iyogin Regional Economy ResearchCenter, Inc.
Iyogin Computer Service, Shikoku Alliance Securities

Audit

Financial auditor

DirectGroup Compliance Committee

Iyogin Holdings (holding company)
 Iyogin Holdings is expected to be acompany with audit and supervisorycommittee to increase management
efficiency.
 Specifically, the aim is to reinforce
corporate governance for managing andsupervising the entire group, and by
focusing resolutions by the board of
directors on more important matters,
realizing swift decision-making, etc.
Group companies
 The group companies will strive for
effective business management by
formulating specific business plans andthen implementing swift management
decisions and business execution basedon the overall group’s management
policy and strategy that are formulatedby the holding company.
 Iyo Bank will continue as the corebusiness of the group, and will adopt therole as a company with audit andsupervisory committee to aim forparent-subsidiary collaboration on thegovernance front (as with the current
system).
‐6‐

6. Maximizing Group Synergies■ Creation of new value by expanding business fields■ Enhanced group governance

We will create new value through the expansion of business fields and attempt toimprove our ability to resolve issues for the community and customers, which inturn will contribute to the realization of a sustainable society.

In addition to deepening and evolving the content of subsidiaries’ businesses, wewill attempt to expand to businesses beyond the financial field and aim to improveeach group company’s earning power based on the holding company’s business
management.

Resolving regional and customer
issuesHolding company
 Group business management operations (optimization of management
resource distribution)

Contribution to Centralization of operations that can be efficiently integrated into therealizing aholding company

sustainable society

Subsidiaries


Expansion ofbusiness fields

Operations having a greater degree of freedom when handled bysubsidiaries (deepening and evolution of business content)

Other Operations having a greater degree of freedom when handled by advanced

Bank

Other financial
business

Business otherthan financial

banking service companies and equity method affiliates

Acceleration of group integration and establishment of a virtuous cycle directed towards maximizing group synergies bypromoting changes in group employee and officer awareness and behavior‐7‐7. Transition Schedule Iyogin Holdings intends to list its shares on the Prime Market of the Tokyo Stock Exchange on October 3, 2022 in accordancewith the following schedule.

June 29, 2022 (Wednesday)

September 28, 2022
(Wednesday)

September 29, 2022 (Thursday)

October 3, 2022 (Monday)

 Ordinary general meeting of shareholders(Introduction of agenda item for transition to holding
company structure) Final trading date for shares of Iyo Bank

 Delisting date of the shares of Iyo Bank
(shares cannot be traded on September 29 or
30) Effective date of the share transfer
Establishment of Iyogin Holdings
 Date that trading of Iyogin Holdings shares is possible‐8‐

The transition to a holding company structure described in this document involves securities of aJapanese company. The offer is subject to disclosure requirements of Japan that are different fromthose of the United States. Financial information included in this document, if any, was excerpted fromfinancial statements prepared in accordance with foreign accounting standards that may not becomparable 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 a Japanese company or its officers ordirectors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel aJapanese company and its affiliates to subject themselves to a U.S. court's judgment. You should beaware that the issuer may purchase securities otherwise than in connection with the transition to aholding company structure, such as in the open market or through privately 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 the Japanese-language original,
the Japanese-language original shall prevail in all respects.