June 12, 2015
To whom it may concern:
Company:

Tokyo TY Financial Group, Inc.

Representative: Akihiro Kakizaki, President
Code Number:

7173, First Section, Tokyo Stock Exchange

Company:ShinGinko Tokyo, Limited

Representative: Hidenori Tsunehisa, President and CEO

Basic Agreement Regarding Consideration of the Business Integration between
Tokyo TY Financial Group, Inc. and ShinGinko Tokyo, Limited

Notice is hereby given that the boards of directors of Tokyo TY Financial Group, Inc. (President: Akihiro
Kakizaki; hereafter, “Tokyo TYFG”) and ShinGinko Tokyo, Limited (President: Hidenori Tsunehisa; hereafter,“ShinGinko Tokyo”) today approved the execution of a basic agreement for the purpose of proceeding withdiscussion and consideration of a business integration (hereafter, “Business Integration”) as set forth below.

1. Background of Business Integration
Tokyo TYFG is a regional bank group established in October 2014 by The Tokyo Tomin Bank, Limited, and The
Yachiyo Bank, Limited, regional banks with head offices in Tokyo, the capital city of Japan. Since its establishment,
Tokyo TYFG has aimed to become the urban regional bank group most favored by customers in the Tokyometropolitan area. To achieve this goal, Tokyo TYFG has formed a solid management foundation that gives thebank a presence in the Tokyo metropolitan area, centered on the city of Tokyo and the northeast area of Kanagawa
Prefecture, and also endeavors to provide genuine value as a financial institution serving the local community.
Specifically, we are engaged in a wide range of measures to quickly realize the effects of our integration, such asproviding one-stop financial services utilizing such consulting functions as business matching, focused on thefinancial platform service “Club TY,” and business success consultations. At the same time, we believe that
expanding our network and augmenting our sales base to reinforce ties with local governments and others is an
important measure in our management plan.
ShinGinko Tokyo is a regional financial institution established in April 2004 to support the financing needs ofsmall- and medium-sized enterprises in the city of Tokyo with impressive technical skills and future potential.
While forming ties with the Tokyo metropolitan government, the bank created and provided financial services thatmeet the needs of diverse customers, particularly small- and medium-sized enterprises in the Tokyo metropolitan-1-

area, and endeavored to make sustainable contributions to small- and medium-sized regional companies and therevitalization of regional economies.
Tokyo TYFG and ShinGinko Tokyo both utilized their respective strengths as regional financial institutions in theTokyo metropolitan area to facilitate local financing and contribute to the development of regional economies.
However, both banks share the same management goal of supporting small- and medium-sized enterprises, andbusiness integration can be expected to generate synergistic effects. Accordingly, we have decided to discuss andconsider Business Integration.

2. Basic Strategy of Business Integration
Both companies aspire to become the urban regional bank group most favored by customers in the Tokyo
metropolitan area by exercising their synergistic effects based on the following basic strategies.
(1) As one of the largest regional financial institutions headquartered in Tokyo, we will establish a sustainablebusiness model focused on the future of regional financial institutions and increase our competitiveness inthe Tokyo metropolitan market as an urban-style regional bank by working with the Tokyo metropolitan
government to foster and support small- and medium-sized enterprises in Tokyo and contributing to regional
development.
(2) We will augment financial services functions that meet the needs of our diversifying and increasingly
sophisticated customers by consolidating Tokyo TYFG’s network of branches in the Tokyo metropolitan
area and wide-range network of mid-sized and small- and medium-sized enterprise clients with ShinGinko
Tokyo’s expertise in the support of small- and medium-sized enterprises in affiliation with the Tokyo
metropolitan government.
(3) The companies will aim to improve employee morale by operating a highly profitable and sound business
and will approach their growth strategy with a sense of unity based on a spirit of mutual trust.
In addition, in order to pursue initiatives to foster and support small- and medium-sized enterprises in Tokyo, wewill consider a wide range of approaches to cooperate with the Tokyo metropolitan government on support
measures for small- and medium-sized enterprises, such as financing for such enterprises, support for start-ups,
support for business rehabilitation and support for overseas expansion, in addition to concluding an agreement.

3. Form of the Business Integration
The companies will discuss and consider carrying out a share exchange (hereafter, “Share Exchange”) in which
Tokyo TYFG would be the wholly owning parent company and ShinGinko Tokyo the wholly owned subsidiary,
assuming that approval by the general meeting of shareholders and the relevant authorities necessary for theBusiness Integration is obtained by April 1, 2016.
Moreover, we will consider a reorganization within the Group following the business integration, including
mergers between Tokyo TYFG’s affiliated banks and ShinGinko Tokyo, in order to benefit from the synergistic
effects of the integration.

-2-4. Allotment of Shares in the Share Exchange
The allotment of shares in this Share Exchange shall be determined in discussions between the two companies,
based on the results of due diligence to be performed and the results of calculations by third-party valuation
institutions.

5. Schedule
June 12, 2015 (today)

Execution of basic agreement regarding the Business Integration

September 2015 (planned)

Execution of definitive agreement regarding the Business Integration(including share exchange contract)

November 2015 (planned)

Both companies’ extraordinary shareholders’ meetings and classshareholders’ meetings (decision on approval of share exchange contract)

April 1, 2016 (planned)

Effective date of Share Exchange

6. Outlines of the Companies(1) Company overview (as of end of March, 2015; representative, however, is as of this report’s submission)
Trade name
Establishment date
Location of head office

Tokyo TY Financial Group, Inc.

ShinGinko Tokyo, Limited*1

October 1, 2014

April 1, 2004*2

5-9-2, Shinjuku, Shinjuku-ku, Tokyo

1-21-1 Meiho Bld., Nishishinjuku,Shinjuku-ku, Tokyo

Representative
Business
CapitalIssued and Outstanding

Akihiro Kakizaki, President

Hidenori Tsunehisa, President and CEO

Bank holding company

Banking operations and trust operations

20,000 million yen

20,000 million yen

29,227,826 shares

5,926,207 shares (common shares)

SharesTotal assets

2,000,000 shares (A-type preferred shares)
4,943,828 million yen

431,456 million yen

202,580 million yen

55,057 million yen

4,491,306 million yen

261,534 million yen3,294,802 million yen

200,706 million yen

March 31

March 31(consolidated)
Net Assets(consolidated)Account balance(non-consolidated)
Loan balance(non-consolidated)
Fiscal year end-3-Employees

3,294163161

1(consolidated)
Number of branches(includingsub-branches)
Major shareholders and [Common shares][Common shares]

their respective
shareholding ratios
Sumitomo Mitsui Trust Bank,

7.87%

Tokyo Metropolitan Government

84.22%

6.38%

NTT Communications Corporation

2.11%

Mizuho Bank, Ltd.

2.46%

Hitachi, Ltd.

2.11%

The Master Trust Bank of Japan,

2.42%

Aioi Nissay Dowa Insurance Co.,

1.69%

LimitedJapan Trustee Services Bank, Ltd.
(Trust Account)Ltd. (Trust Account)

Ltd.

Mitsui Sumitomo Insurance

2.14%

Shinkin Central Bank (SCB)

0.97%

1.64%

SMBC Nikko Securities Inc.

0.84%

1.47%

ORIX Corporation

0.84%

1.37%

Kajima Corporation

0.84%

Fukuda Denshi Co., Ltd.

1.21%

Taisei Corporation

0.84%

CBNY-GOVERNMENT OF

1.17%

Mitsui Sumitomo Insurance

0.84%

Company, Limited
Yachiyo Bank Employee Stock
Ownership Plan
CBNY DFA INTL SMALL CAP
VALUE PORTFOLIOTokyo Tomin Bank Employee
Stock Ownership PlanNORWAYCompany, Limited[A-type preferred shares]
Tokyo Metropolitan Government

100.00%Note 1. Total assets, net assets, account balance, loan balance and number of employees for ShinGinko Tokyo,
Limited are provided on a non-consolidated basis.
Note 2. The date that the Tokyo metropolitan government acquired all of the shares in BNP Paribas Private Bank Ltd.
to establish ShinGinko Tokyo is given as the date on which ShinGinko Tokyo was established. The date on
which it was established as a corporation was April 5, 1999.

-4-(2) Financial summary for the last three years(Unit: million yen)
Tokyo TY Financial Group, Inc.*1
FY ended
March 31,2013

Fiscal year
Ordinary revenue

FY ended
March 31,
2014

ShinGinko Tokyo, Limited*2

FY ended
March 31,2015

FY ended
March 31,2013

FY ended
March 31,2014

FY ended
March 31,2015--

65,043

7,537

6,704

7,211

-

-

11,809

1,023

890

1,514

-

-

57,290

1,019

885

1,510

(consolidated)
Ordinary income(consolidated)
Net profit(consolidated)

Note 1. Since Tokyo TYFG was established on October 1, 2014, earnings for the fiscal years ended March2013 and March 2014 are not provided. The breakdown of profits/loss for the fiscal year ended March 2015 isas follows.
・Consolidated income/loss for Tokyo Tomin Bank, Limited from April 2014 through March 2015
・Consolidated income/loss for Yachiyo Bank, Limited from October 2014 through March 2015
・Non-consolidated profit/loss for Tokyo TYFG, Inc. from October 2014 through March 2015
・Other adjustments from consolidated closing (gain on bargain purchase, etc.)
Note 2. Ordinary revenue, ordinary income and net income for ShinGinko Tokyo are non-consolidatedearnings figures.

[Inquiries]
Tokyo TY Financial Group, Inc.
Corporate Planning Division

The Tokyo Tomin Bank, Limited

TEL +81-3-3505-2155

Corporate Planning Division, Public and Investor
Relations Office

The Yachiyo Bank, Limited

TEL +81-3-3352-2295

Corporate Planning Division, Investor Relations
SectionShinGinko Tokyo, Limited

TEL +81-3-6302-3598

Corporate Planning Division-5-