August 26, 2016
To whom it may concern:

Company:

Tokyo TY Financial Group, Inc.

Representative:

Keizo Ajioka, President

Code Number:

7173, First Section, Tokyo Stock Exchange

Inquiries:

Arihito Suito, Manager, Corporate Planning DivisionTEL:+81-3-5341-4301

Notification of Merger of Bank Subsidiaries, Future Business Strategy, and Change of Trade NameTokyo TY Financial Group, Inc. (President Keizo Ajioka, hereinafter referred to as “Tokyo TYFG”), as announced in thepress release dated December 22, 2015 entitled “Plans for Intra-Group Reorganization Following Business Integration(Share Exchange),” has promoted specific studies and preparations towards the conducting of a merger of Tokyo TYFG
wholly owned subsidiary The Tokyo Tomin Bank Co., Ltd. (President Takashi Sakamoto, hereinafter referred to as “Tokyo
Tomin Bank”), The Yachiyo Bank, Ltd. (President Hirokazu Tahara, hereinafter referred to as “Yachiyo Bank”), andShinGinko Tokyo, Inc. (President and CEO Hidenori Tsunehisa, hereinafter referred to as “ShinGinko Tokyo”).
Tokyo TYFG, at a meeting of the Board of Directors held today, under the premise of the acquisition of the approval of
the relevant authorities, etc., passed a resolution regarding the following matters relating to the merger of Tokyo Tomin Bank,
Yachiyo Bank, and ShinGinko Tokyo.
In addition, this press release is to announce that, in association with the change of trade names caused by the trilateralmerger, with the objective of ensuring unified trade names throughout the group, under the premise that a resolution tochange the Articles of Incorporation (change of trade name) is passed at a general meeting of shareholders, the Company
has passed a resolution to change the trade name.
Details
1. Objective of the Merger
The objective of the merger is to use the “strengths” and “features” of Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko
Tokyo that have been cultivated over past years, to maximize the integration effect by proceeding from business integration
to merger, to enhance competitiveness and further development management efficiency, and by this, to establish a solidmanagement foundation that can further demonstrate our presence in the Tokyo Metropolitan Area, with a focus on Tokyoand the northeast area of Kanagawa Prefecture.
Furthermore, through the enhancement of group governance and improvement of group management efficiency in the
future, so that we can further strengthen the integrated management of the group and optimize management resources suchas personnel and networks, and through the demonstration of true value as a mainstay in the regional financial sector,
thereby enabling us to become the number one local regional bank most loved by customers in the Tokyo Metropolitan
Area, the Company has decided to adopt a one bank system through trilateral merger.

12. Overview of the Merger(1) Merger Schedule
Merger Effective Date: May 1, 2018
The merger has been planned under the premise of the passing of a resolution of a general meeting of shareholders
for the merger of Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko Tokyo, as well as the acquisition of the approval of
the relevant authorities, etc.
It should be noted that, should a serious event arise during the performance of the merger procedures that hinders theexecution of the merger, the schedule, procedures, and conditions, etc. may be changed upon consultation.
(2) Post-merger Situation
1. Trade Name: Kiraboshi Bank, Ltd.
(On the merger's date of effect, it is planned to change the trade name to one under Yachiyo Bank, which
will be the surviving company in the absorption merger)* Origin of name: Sparkling. A sparkling star. The bank strives to make the dreams of its customers in
the Tokyo Metropolis shine even brighter. While sharp, the name carries a friendly nuance that intimatesthe goals of our customers, drawing a strong connection to the next generation.
*The logo marks and bank colors, etc. will be announced when decided upon.
2. Location of Head Office: 3, Aoyama, Minato-ku, Tokyo (planned site of Tokyo Tomin Bank Head Office)3. Business Content: Banking
4. Capital: JPY 43.7 billion
5. Member Associations: Regional Banks Association of Japan
6. Bank Code: 0137 (Current Tokyo Tomin Bank bank code)
7. Merger Method: Absorption merger in which Yachiyo Bank is to be the surviving company, and Tokyo Tomin Bankand ShinGinko Tokyo are the absorbed companies.
8. Merger Price: As Tokyo TYFG holds all outstanding shares of Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko
Tokyo, Yachiyo Bank (the surviving company), at the time of the merger, shall not issue shares or moneys, etc. as theprice for the merger to the shareholders of Tokyo Tomin Bank and ShinGinko Tokyo (the absorbed companies).
9. System:
1) In addition to integrating the mission-critical systems of ShinGinko Tokyo with the mission-critical systems of Tokyo
Tomin Bank at the time of the merger, for the foreseeable future, the mission-critical systems of Tokyo Tomin Bankand Yachiyo Bank will be connected by a relay system. Furthermore, subsystems will be integrated in succession.
2) Ultimately the mission-critical systems will be integrated into the joint system provided by NTT data and used by
Tokyo Tomin Bank. The timing of the integration will be announced upon determination.
10. Other Matters:
1) With regard to branches where the branch number and name are overlapping between the three banks, the branchnumber and name of these will be changed prior to the merger to avoid such overlapping. Detailed information will beannounced upon determination.

22) With regard to the Company, which is the holding company at the time of the merger, in addition to constructing anappropriate management system for the entire group, will continue to flexibly support the expansion of business scope,
etc. in the future. It should be noted that there shall be no change to the head office address of the Company.
Please note that other matters relating to management structure after the merger, etc. shall be announced upondetermination.

<Overview of the Companies>

Current as of March 31, 2016
The Tokyo Tomin BankThe Yachiyo Bank, Ltd.

ShinGinko Tokyo, Inc.

(1) NameCo., Ltd.
(Surviving Company)(Absorbed Company)(Absorbed Company)

5-9-2, Shinjuku,

2-3-11, Roppongi,

1-21-1 Nishi-shinjuku,

Shinjuku-ku, Tokyo

Minato-ku, Tokyo

Shinjuku-ku, Tokyo(3) Representative

Hirokazu Tahara

Takashi Sakamoto

Hidenori Tsunehisa(4) Business content

Banking

Banking

Banking

JPY 43.734 billion

JPY 55.620 billion*1

JPY 20.0 billion

December 12, 1951

April 1, 2004*2

14,858,000

39,585,000*1

7,926,000(8) Fiscal year-end

March

March

March

(9) Number of employees

1,590

1,535

162

Tokyo TYFG 100%

Tokyo TYFG 100%

Tokyo TYFG 100%

(2) Address(5) Capital

December 6, 1924
(6) Establishment date
(Foundation)(7) Number of issued andoutstanding shares(10) Major shareholders
and their respective
shareholding ratio*1 With regard to the capital and number of issued and outstanding shares of Tokyo Tomin Bank, the amount after the capital increase of June 24, 2016has been stated.
*2 The date that the Tokyo Metropolitan Government acquired all of the shares of BNP Paribas Private Bank Ltd. 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.
*3 The resolution for the merger at the companies was passed at meetings of the Board of Directors of Tokyo Tomin Bank and ShinGinko Tokyo on
August 25, and of Yachiyo Bank on August 26.

3. Regarding Future Business Strategy
The Company is continuing with the evolution from the business integration of the three subsidiary banks up until now to
the new stage of merger, and based on the latest business environment and changes to the competitive environment, etc.
under the management policy and overall strategy described below, shall establish a “Business Strategy Council” comprisedof external directors, and shall proceed with specific initiatives.

3

(1) Management Policy
1. To permanently exist as a local regional bank through the provision of unique financial services
2. In order to contribute to our clients and the development of the local economy, to continue to strive earnestly while
taking full advantage of the features of the Tokyo Metropolitan Area
3. To place value on the “ideas” of our clients, the community, and staff, and to always be trusted and relied upon.
(2) Overall Strategy
1. Practical problem-solving and business support by serving a true financial intermediary function based on close
relationships with clients
2. Provision of consulting functions through the utilization of the expertise of the entire group by maintaining close
contact with wide-ranging clients as a local regional bank
3. Providing new value and developing new business areas by strengthening functions and building an expansive
network through the use of the features of the Tokyo Metropolitan Area
4. Strengthening management structure with a view towards the medium to long term
The Company group, as a banking group located in the Tokyo Metropolitan Area, in addition to serving a financial
intermediary function to local clients, shall aim to strengthen profitability by both expanding its consulting functions, etc.,
such as for solving problems and supporting the business of clients, and by providing a wide range of financial services, andas a financial group for small and medium-sized enterprises and individuals, contributing to the development of the local
community through the provision of comprehensive financial services.
Please refer to the attached “Overview of Post-merger Bank and Future Business Strategy” for further details.

4. Regarding the Tokyo TYFG Change of Trade Name
(1) Objectives of the Change of Trade Name
Subsidiary banks of the Company group Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko Tokyo shall change
their trade name in association with the trilateral merger; however, from the perspective of clarifying that it is theholding company of the subsidiary banks, and unifying trade names across the group, on the premise that a resolution
is passed to change the Articles of Incorporation (change of trade name) at the general meeting of shareholders, it has
been decided to also change the trade name of the holding company, Tokyo TYFG. Details on the change to the
Articles of Incorporation shall be announced upon determination.
(2) New Trade NameTokyo Kiraboshi Financial Group, Inc.
(3) Date of Trade Name Change
May 1, 2018
*The trade name is scheduled to be changed on the same day that the merger of subsidiary banks takes effect.

4

5. Development of systems for future readiness and response to merger
For the steady and smooth response to the merger, as a horizontal organization at the Company and the subsidiary banks,
we shall aim to establish a system for supporting the merger preparations, such as creating project teams in key areas. (Referto the attachment for details)
It should be noted that the “Consolidation Arrangement Meeting” has been decided to be integrated with theManagement Meeting.

6. Regarding the Future Business Outlook
The merger shall not change the earnings forecast for the period ending March 2017 announced by Tokyo TYFG.
End[Inquiries]
Tokyo TY Financial Group, Inc.
Corporate Planning Division
The Tokyo Tomin Bank, Limited
Corporate Planning Division, Public and Investor Relations Office

TEL +81-3-3505-2155

The Yachiyo Bank, Limited
Corporate Planning Division, Investor Relations Section

TEL +81-3-3352-2295

ShinGinko Tokyo, Limited
Corporate Planning Division

TEL +81-3-6302-3598

5

[Annex]Tokyo TY Financial Group, Inc. Organizational Chart
Current as of August 26, 2016

General Meetingof Shareholders

Auditors

Board ofCorporate
Auditors
Board of Directors
Nomination andRemuneration
Meeting

Management Meeting

Committees

Compliance Committee
Business Strategy Council
Risk Management Committee

Business PT

Business Strategy Committee

System Integration PT

Customer Support PT
Internal Audit Division

Risk Management
Division

Business Strategy
Division

Corporate Planning
Division

Consolidation Arrangement
OfficeScreen PT

Partnership Promotion OfficeClub TY Promotion Office

Consolidation Promotion
Subcommittee

Overview of Bank Post-merger
and Future Business Strategy

August 26, 2016

Overview of Bank Post-merger
The Bank Post-merger

Trade Name: Kiraboshi Bank, Ltd.
*On the merger’s date of effect, it is planned to change the trade name to one under Yachiyo Bank, which will be the surviving company in theabsorption merger

Origin of the new bank’s nameSparkling. A sparkling star. The bank strives to make the dreams of its customers in the Tokyo Metropolis shine even brighter. While sharp, the namecarries a friendly nuance that intimates the goals of our customers, drawing a strong connection to the next generation.

Holding Company

Trade Name: Tokyo Kiraboshi Financial Group, Inc.
*On the merger’s date of effect, it is planned to change the trade name to one under the Tokyo TY Financial Group, Inc.

Overview of Kiraboshi Bank
Merger Effective Date
Head office
CapitalMay 1, 2018

Branch Network
SaitamaPrefecture
Chiba
Prefecture

3, Minami-aoyama, Minato-ku, Tokyo
JPY 43.7 billion

Group Post-merger
Tokyo

Kanagawa
Prefecture

Tokyo Tomin Bank

Yachiyo Bank・ Tokyo
124 branches
・ Kanagawa Prefecture 36 branches
・ Saitama Prefecture
3 branches
・ Chiba Prefecture
1 branchTotal
164 branches

ShinGinko Tokyo

The largest branch network in Tokyo of
any regional financial institution2

Overview and History of Subsidiary Banks
Overview of Subsidiary BanksHistory
Figures current as of March 31, 2016

Merger Planned for May 1, 2018

Head Office
Address
Capital

Kiraboshi Bank
(3 banks combined)

Tokyo TominBank

Yachiyo Bank

ShinGinko Tokyo3, Minami-aoyama,
Minato-ku, Tokyo

2-3-11, Roppongi,
Minato-ku,
Tokyo

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

1-21-1 Nishishinjuku,
Shinjuku-ku,
Tokyo

*1

JPY 43.7 billion

JPY 43.7 billion

JPY 55.6 billion

Total Assets

JPY 5,575.3 billion

JPY 2,791.9 billion

Net Assets

JPY 260.1 billion

JPY 90.4 billion

Deposits
Loans and Bills
Discounted
No. of
Employees
No. of Branches(including
manned offices)

JPY 4,808.4 billion

JPY 2,390.4 billion

JPY 2,324.2 billion

JPY 109.6 billion

JPY 2,124.5 billion

Founding of Chosetsusha Residences and Land Credit Purchase
Association Limited(Later changed to Yachiyo Bank via Yachiyo Shinkin Bank)

Dec. 1951

Establishment of Tokyo Tomin Bank

Apr. 1991

Establishment of Yachiyo Bank

Apr. 2004

Establishment of ShinGinko Tokyo*3

Oct. 2014

Business integration of Tokyo Tomin Bank and Yachiyo Bank
Establishment of Tokyo TY Financial GroupJPY 20.0 billion

Sept. 2015 Final agreement regarding business integration between Tokyo TY
Financial Group and ShinGinko Tokyo
Execution with Tokyo Metropolitan Government of “Agreement on aComprehensive Affiliation for Industrial Development in Tokyo”

JPY 459.1 billion

Dec.

Resolution to proceed with concrete reviews and preparations
towards a trilateral merger of Tokyo Tomin Bank, Yachiyo Bank, andShinGinko Tokyo

Mar. 2016

Execution with the Tokyo Metropolitan Small and Medium
Enterprise Support Center of “Memorandum on Business Affiliation
and Collaboration”

Apr.

Business integration of Tokyo TY Financial Group and ShinGinko
Tokyo

Apr.

Execution with Tokyo Foundation for Employment Services of“Agreement on Hiring and Employment Support”

May

Execution with Tokyo Metropolitan Industrial Technology ResearchInstitute of “Agreement on Business Affiliation”

May“Tokyo TY Business Interchange 2016” held by three banks

Jun.

Execution with Sumitomo Mitsui Trust Bank of “Business and Capital
Alliance”

JPY 60.0 billion

JPY 293.4 billion

JPY 3,582.2 billion

JPY 1,842.1 billion

JPY 1,517.5 billion

JPY 222.5 billion

3,287

1,535

1,590

162

78

*2

164

Dec. 1924

85

1*1. With regard to the capital of Tokyo Tomin Bank, the amount after the capital increase of June 24, 2016 has been stated.
*2. Includes the Yokohama-Nighiguchi Branch that was opened in April 2016.
*3. The date that the Tokyo Metropolitan Government acquired all of the shares of BNP Paribas Private Bank Ltd. 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.

3

Management Policy and Overall Strategy
Management
Philosophy

A financial group for small and medium-sized enterprises and individuals, contributing to the development of the local community
through the provision of comprehensive financial services

To permanently exist as a local regional bank through the provision of unique financial services
Management
PolicyA sparkling andshining bankIn order to contribute to our clients and the development of the local economy, to continue to strive earnestly
while taking full advantage of the features of the Tokyo Metropolitan Area

A bank that takes onchallenges

To place value on the “ideas” of our clients, the community, and staff, and to always be trusted and relied upon

A bank that listens to
ideas

1. Practical problem-solving and business support byserving a true financial intermediary function
based on close relationships with clients

3. Providing new value and developing new businessareas by strengthening functions and building an
expansive network through the use of the featuresof the Tokyo Metropolitan Area

2. Provision of consulting functions through theutilization of the expertise of the entire group by
maintaining close contact with wide-ranging clientsas a local regional bank

4. Strengthening management structure with a view
towards the medium to long term

Overall
Strategy(Note) “Tokyo Metropolitan Area” refers to the area centering around Tokyo and northeast Kanagawa Prefecture4Specific Initiatives
Overall Strategy
Practical problem-solving and businesssupport by serving a true financial
intermediary function based on close
relationships with clients

Practical Measures

Understanding the needs of clients, andreflecting these in our actions

Establishment ofTokyo TY Consulting Group

Provision of consulting functions throughthe utilization of the expertise of the entire
group by maintaining close contact withwide-ranging clients as a local regionalbankSpecific
Initiatives

Providing new value and developing new
business areas by strengthening functions
and building an expansive network throughthe use of the features of the Tokyo
Metropolitan Area

Strengthening management structure witha view towards the medium to long term

Research into separate establishment of
a consulting group
Enhancing solutions throughthe use of trusts

Content
・ Client surveys to be conducted from September 2016
・ Gain an understanding of the relationship situation and needs ofclients, and to reflect these in various measures

・ From July 2016, established a trilateral action system, and organized agroup consisting of 12 persons
・ Considering expanding the group in the future, and turning it into aseparate company by March 2017

Considering expanding on the trust know-how of ShinGinko Tokyo

Using expertise to develop business

Aggressive business expansion in the medical welfare and real estate fields

Enhancing various types of cooperation with
Tokyo (Agreement on a Comprehensive
Affiliation) and Kanagawa Prefecture, etc.

Partnerships with Tokyo Metropolitan Small and Medium Enterprise Support Center (March
2016), Tokyo Foundation for Employment Services (April 2016), Tokyo Metropolitan Industrial
Technology Research Institute (May 2016), etc.

Expansion of business alliance with
Sumitomo Mitsui Trust Bank

Partnership scheme performed at Yachiyo Bank also deployed at Tokyo
Tomin Bank (June 2016)

Support for small and medium-sizedbusinesses in Asia

Enhancing support for small and medium-sized businesses in Asia with afocus on China (local subsidiary) and Thailand (dispatch of staff topartner banks), etc.

Establishment of Business Strategy Council

August 2016, appointment of external directors, proposals for businessstrategy from a flexible and wide-ranging perspective, consideration of
new measures

Cultivation of human resources
selected and trusted by clients

Using creativity and ingenuity to solve problems, cultivating humanresources that can consistently face challenges, and being chosen byclients and earning their trust5