September 25, 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

Final Agreement Regarding Business Integration (Share Exchange)
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 decided to carry out a business integration (hereafter, “Business Integration”) througha share exchange (hereafter, “Share Exchange”) with an effective date of April 1, 2016 in which Tokyo TYFG
would be the wholly owning parent company and ShinGinko Tokyo the wholly owned subsidiary, assuming thatapproval by the general meeting of shareholders and a class shareholders meeting by ordinary shareholders andthe relevant authorities necessary for the Business Integration is obtained. The two companies signed a Share
Exchange Agreement and Business Integration Agreement, as described below.
1. Background and Objective of Business Integration
As already announced in the press release dated June 12, 2015 and titled “Basic Agreement Regarding
Consideration of the Business Integration between Tokyo TY Financial Group, Inc. and ShinGinko Tokyo,
Limited” (hereafter, “press release on the Basic Agreement”), the two companies had gone ahead with discussion
and consideration of a business integration through a share exchange with a target date of April 1, 2016.
Tokyo TYFG is a regional bank group established in October 2014 in a business integration by The Tokyo
Tomin Bank, Limited (hereafter, “Tokyo Tomin Bank”), and The Yachiyo Bank, Limited (hereafter, “Yachiyo
Bank”; collectively designated as “banks in the Tokyo TYFG Group” in conjunction with Tokyo Tomin Bank),
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 Tokyo metropolitan area. To
achieve this goal, Tokyo TYFG has formed a solid management foundation that gives the bank group a presencein 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, such as providing one-stop financial services utilizing suchconsulting functions as business matching and business success consultations focused on the financial platform
service “Club TY.” At the same time, we believe that expanding our network and augmenting our sales base toreinforce 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 needsof small and medium-sized enterprises in the city of Tokyo with impressive technical skills and future potential.
While forming wide-ranging ties with the Tokyo metropolitan government, the bank created and provided-1-

financial services that meet the needs of diverse customers, particularly small and medium-sized enterprises in
the Tokyo metropolitan area, and endeavored to make sustainable contributions to small and medium-sized
regional companies and the revitalization of regional economies.
In these conditions, Tokyo TYFG and ShinGinko Tokyo both utilized their respective strengths as regional
financial institutions in the Tokyo metropolitan area to facilitate local financing and contribute to thedevelopment of regional economies. However, both companies share the same management goal of supporting
small and medium-sized enterprises, and business integration would enable the two companies to truly performtheir role as regional financial institutions in the Tokyo metropolitan area, and can also be expected to generatesynergistic effects. Accordingly, we reached a final agreement on the Business Integration today.
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 asustainable business model focused on the future of regional financial institutions and increase ourcompetitiveness in the Tokyo metropolitan market as an urban-style regional bank group by working
with the Tokyo metropolitan government to foster and support small and medium-sized enterprises inTokyo 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 clientswith 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 soundbusiness and will approach their growth strategy with a sense of unity based on a spirit of mutual trust.

3. Affiliation with the Tokyo Metropolitan Government
As noted in the press release on the Basic Agreement, on implementing this Business Integration, the twocompanies considered a wide range of approaches to working together, including forming agreements on
measures supporting small and medium-sized enterprises, in order to work with the Tokyo metropolitan
government to foster and support small and medium-sized enterprises in Tokyo.
As a result, today the Tokyo metropolitan government, Tokyo TYFG, Tokyo Tomin Bank, Yachiyo Bankand ShinGinko Tokyo concluded the Agreement on a Comprehensive Affiliation for Industrial Development inTokyo (hereafter, “this agreement”) with the aim of working together in the areas related to industrial
development listed below for the sake of Tokyo’s sustainable economic development.
Areas for affiliation(1)

Promotion of small and medium-sized enterprises(i) Support with financing(ii) Support for start-ups(iii) Support for overseas expansion(iv) Collaboration with industry, academia and the public sector(v) Other

-2-

(2)

Promotion of tourism(3)

Promotion of agricultural, forestry and fishery industries(4)

Employment(5)

Other items that the parties concerned deem necessary after consultation

We will pursue the following specific measures in the aforementioned affiliation with the Tokyo
metropolitan government based on this agreement, and aim to realize the effects of integration at an early date.
(1)

Expand and promote means of supplying small and medium-sized enterprises with financing(2)

Augment support tailored to life stages, such as the start-up and establishment of businesses andpassing on businesses(3)

Support for the overseas expansion of small and medium-sized enterprises in collaboration with theTokyo Metropolitan Small and Medium Enterprise Support Center and the Tokyo Metropolitan
Industrial Technology Research Institute(4)

Provision of information utilizing “Club TY” and matching customers with the Tokyo metropolitan
government to contribute to bridge-building between customers and the Tokyo metropolitan
government

The two companies will act as a mediator in relaying customer views to the Tokyo metropolitan government
through active communication with the government, and will contribute to the development of many customers
by further augmenting financial service functions.
4. Organization after Business Integration
After the Business Integration, an Affiliation Promotion Office (tentative name) will be set up, with thespecial division established within Tokyo TYFG, in order to reinforce a broad range of affiliations with regional
public organizations, such as the Tokyo metropolitan government and other organizations, to pursue various
affiliation measures.
In addition, each company will dispatch approximately two directors to each other’s company after thebusiness integration to strengthen the Group’s overall governance and exercise the effects of integration.
Moreover, we will consider a reorganization within the Group following the Business Integration, including
mergers between banks in the Tokyo TYFG Group and ShinGinko Tokyo at an early date, in order to further
benefit from the synergistic effects of the integration.

-3-5. Outline of Share Exchange(1)

Schedule for Share Exchange

September 25, 2015 (Friday) (today)

Board of Directors meeting to approve share exchange
agreement (both companies)

Same day

Signing of the share exchange agreement(both companies)

September 30, 2015 (Wednesday) (planned)

Public notice of record date for extraordinary general meetingof shareholders and the class shareholders meeting(both companies)

October 15, 2015 (Thursday) (planned)

Record date for extraordinary general meeting of shareholders
and the class shareholders meeting (both companies)

November 27, 2015 (Friday) (planned)

Extraordinary general meeting of shareholders to approve theshare exchange agreement (both companies)*1 Tokyo TYFG plans to hold a class shareholders
meeting by ordinary shareholders to approve the shareexchange agreement in conjunction with theextraordinary general meeting of shareholders.
*2 ShinGinko Tokyo plans to hold a class shareholders
meeting by ordinary shareholders and a classshareholders meeting by Class A preferredshareholders to approve the share exchange agreement
in conjunction with the extraordinary general meetingof shareholders.

April 1, 2016 (Friday) (planned)

Effective date for Share Exchange

Please note that the schedule may change in the future if the two companies reach an agreement that a change
is necessary due to reasons such as unforeseeable requirements arising in the course of implementing the Share
Exchange.
(2)

Method of Share Exchange
In this share exchange, Tokyo TYFG will be the wholly owning parent company and ShinGinko
Tokyo the wholly owned subsidiary.
This share exchange is premised on the approval of the share exchange agreement at TokyoTYFG’s extraordinary general meeting of shareholders and class shareholders meeting by ordinary
shareholders and ShinGinko Tokyo’s extraordinary general meeting of shareholders, classshareholders meeting by ordinary shareholders and class shareholders meeting by Class A preferredshareholders planned for November 27, 2015. It is also premised on the approval at Tokyo TYFG’s
extraordinary general meeting of shareholders and class shareholders meeting by ordinary
shareholders of amendments to the Articles of Incorporation (hereafter, “Amendments to the Articles
of Incorporation”) intended to add Tokyo TYFG’s Class II preferred shares, which are to be allotted inthis Share Exchange, to Tokyo TYFG’s class shares, and the approval of the relevant authorities.
Please refer to today’s press release by Tokyo TYFG titled “Notice Concerning Partial Amendments
to the Articles of Incorporation” for more details on the Amendments to the Articles of Incorporation.

-4-

(3)

Share exchange ratio(i) Common stock (share exchange ratio)
Company

Tokyo TYFG

ShinGinko Tokyo(wholly owning parent company)(wholly owned subsidiary)

1

0.24

Share exchange ratio(Note 1)

Tokyo TYFG will allocate 0.24 shares of Tokyo TYFG common stock for every one
share of ShinkGinko Tokyo’s common stock in the Share Exchange.

(Note 2)

Shares allotted in this Share ExchangeTokyo TYFG’s common stock: 1,422,289 shares (provisional)
The above figure is based on the total number of issued and outstanding shares of
ShinGinko Tokyo common stock as of June 30, 2015 (5,926,207 shares). (ShinGinko
Tokyo did not have any own shares as of June 30, 2015.)(Note 3)

ShinGinko Tokyo plans to cancel all of the treasury stock that it owns (including
treasury stock acquired following the dissenting shareholders’ share purchase demandin accordance with Article 785 Paragraph 1 of the Companies Act related to this Share
Exchange) until right before the Share Exchange takes place (hereafter, “base date”), inline with decisions taken at board of directors meetings held up until the day before thebase date. The number of outstanding shares of Tokyo TYFG common stock to be
allotted in this Share Exchange could be revised due to the acquisition and cancellationof treasury stock by ShinGinko Tokyo.

(Note 4)

Shares of common stock of Tokyo TYFG are scheduled to be delivered asconsideration in the Share Exchange. Shareholders who will hold shares of TokyoTYFG constituting less than a whole unit (fewer than 100 shares) as a result of the
Share Exchange shall have the right to receive those dividends whose record date isafter the effective date of the Share Exchange in an amount corresponding to thenumber of shares that they hold, but will not be able to sell such shares on on the TSEor other financial instruments exchange. Shareholders who will hold shares of TokyoTYFG constituting less than a whole unit (fractional units) as a result of the Share
Exchange may use the following programs:(a) Additional purchase program for shares constituting less than a whole unit so thatthe total number of shares held would constitute a whole unit (100 shares)
In accordance with Article 194 Paragraph 1 of the Companies Act and the Articles
of Incorporation, shareholders holding fractional units may compel Tokyo TYFG
to offer for sale the number of shares necessary to achieve a whole unit (100shares) with respect to shares for which they only have a fractional unit.
(b) Buyback program for shares constituting less than a whole unit
In accordance with Article 192 Paragraph 1 of the Companies Act, theshareholders holding fractional units that cannot be sold on the TSE or otherfinancial instruments exchange may compel Tokyo TYFG to repurchase theirfractional units.

(Note 5)

Shareholders of ShinGinko Tokyo who will receive fractional shares of Tokyo TYFG
common stock through the Share Exchange will be paid an amount equivalent to such-5-

fractional shares pursuant to Article 234 of the Companies Act and other related laws
and regulations.
(ii) Preferred stock
One of Tokyo TYFG’s Class II preferred shares will be allotted for every one Class A preferredshare issued by ShinGinko Tokyo. The conditions stipulated in the issuance terms and conditions forTokyo TYFG’s Class II preferred shares were decided and agreed upon by Tokyo TYFG and
ShinGinko Tokyo after taking into account the various conditions that could affect the value of theClass II preferred shares.
(4)

Handling of stock acquisition rights and bonds with stock acquisition rights following Share Exchange
ShinGinko Tokyo has not issued stock acquisition rights and bonds with stock acquisition rights
and thus this is not relevant.

6. Basis of Share Exchange Ratio Calculation(1)

Common stock(i) Basis of share exchange ratio calculation and reasons for delivery details
In order to ensure fairness in determining the share exchange ratio set forth in Section 5. Outline of
Share Exchange (3) Share exchange ratio (i) Common stock above, TYFG retained Mizuho Securities
Co., Ltd. (hereafter, “Mizuho Securities”) and ShinGinko Tokyo retained Deloitte Tohmatsu Financial
Advisory LLC (hereafter, “Deloitte Tohmatsu”) as their respective independent third-party advisors
for calculating the share exchange ratio to be used for the Share Exchange. Using the results of thecalculations carried out by those third-party advisors, DDM analytical methodology and othercalculation methods, the companies diligently negotiated and discussed the Share Exchange ratio
based on the outcome of the due diligence they performed on the other, and generally took into
consideration factors including their respective financial status, asset status and future projections.
Based on the above, the companies determined that the share exchange ratio set forth above isreasonable, and the board of directors of each company held a meeting today and determined andagreed on the share exchange ratio for the Share Exchange.
(ii) Calculation(a) Relationship with advisors
Neither Mizuho Securities, Tokyo TYFG’s third-party advisor, nor Deloitte Tohmatsu, ShinGinko
Tokyo’s third-party advisor, qualifies as a party related to the companies or has a material interest in
the Share Exchange that requires disclosure.
(b) Overview of calculation
In order to ensure the fairness of the share exchange ratio calculation in the Share Exchange,
Tokyo TYFG retained Mizuho Securities and ShinGinko Tokyo retained Deloitte Tohmatsu as theirrespective independent third-party advisors for calculating the share exchange ratio, and received
documents calculating the share exchange ratio as described below.
In calculating the share exchange ratios of common stock of Tokyo TYFG, Mizuho Securities
used a market share price analysis (designating September 24, 2015 as the reference date and based on
the closing price on TSE on the reference date, the simple average closing price in the week before the-6-reference date, as well as the average closing prices for the one-month, three-month and six-month
periods prior to the reference date) as a market approach since Tokyo TYFG’s shares are listed on
TSE and the market price for Tokyo TYFG’s shares exist. In addition, because there are multiple
listed companies engaged in businesses that are relatively comparable to Tokyo TYFG, it waspossible to analyze its share value using the comparable company analysis method. Moreover, as anincome approach, the dividend discount model method (hereafter, “DDM analysis”), which is widelyused to evaluate financial institutions, was used to reflect the valuation of future business activities ofTokyo TYFG. DDM analysis is a methodology to examine stock value by discounting shareholders’expected profits to the present value by using capital costs. Such shareholders’ profits attributable tothe shareholders are calculated by taking into account the amounts of internal reserves and otherfactors required for maintaining a certain capital structure. The future projections for Tokyo TYFG,
the basis for DDM analysis calculations, do not anticipate substantial increases or decreases in profit
in any fiscal year.
In contrast, ShinGinko Tokyo’s shares are not listed and do not have market value, and thus themarket share price analysis was not used. As a market approach, because there are multiple listedcompanies engaged in businesses that are relatively comparable to ShinGinko Tokyo, it was possible
to analyze its share value using the comparable company analysis method. Moreover, as an income
approach, the DDM analysis methodology was used to reflect the valuation of future businessactivities of ShinGinko Tokyo, as with Tokyo TYFG. The future projections for ShinGinko Tokyo,
the basis for DDM analysis calculations, include forecasts of substantial declines of somewhat morethan 30% over the previous fiscal year in ordinary profit, net income before taxes and net income in
the fiscal year ending in March 2017. This is because, after setting aside conservative provisions forloan loss reserves on an ongoing basis in recent years, these loan loss reserves are expected to bereversed as a result of improvements in the credit conditions of business partners on the back of arecovery in economic sentiment. These reversals will be posted in the fiscal year ending in March
2016, resulting in substantial upward deviations in earnings in that fiscal year.
The results under each method of calculation are shown below. The ranges of the share exchange
ratio in the table below represent the number of common stock of Tokyo TYFG to be allotted for one
common stock of ShinGinko Tokyo.
Calculation method

Range of share exchange ratio

Market share price analysis/comparable

0.270 – 0.377

company analysis
Comparable company analysis

0.258 – 0.394

DDM analysis

0.138 – 0.362

Mizuho Securities used information received from the companies and information that is publicly
available in principle to calculate the share exchange ratio on the assumption that these materials andinformation are accurate and complete. Mizuho Securities did not independently verify its accuracy orcompleteness. Mizuho Securities did not independently perform an evaluation, appraisal orassessment of the individual assets and liabilities (including off-balance sheet assets and liabilities andother contingent liabilities) of the companies and their affiliated companies, nor were third-party-7-

advisors asked to perform an evaluation, appraisal or assessment. Mizuho Securities assumes that the
information it received on financial projections and other information related to the future (including
projections of future revenue and costs, forecasts of cost-cutting and the companies’ business plans)
were reasonably prepared or presented by the companies’ management based on the best projections
and judgment available to them. Mizuho Securities did not independently verify the feasibility of theaforementioned assumptions nor the companies’ financial projections and business plans.
In calculating the share exchange ratio for Tokyo TYFG, Deloitte Tohmatsu used a market priceanalysis as Tokyo TYFG’s shares are listed on the TSE and thus a market price exists. Since somemedia outlets reported on this business integration on the evening of May 26, 2015, May 26, 2015 wasused as the reference date for calculations to eliminate this impact on share prices. The calculations
were based on the closing price on the reference date, as well as the average closing prices for the
one-week, one-month, three-month and six-month periods prior to the reference date. Furthermore,
DDM analysis, which is widely used to evaluate financial institutions, was used to reflect thevaluation of future business activities of the bank. DDM analysis is a methodology to examine stock
value by discounting shareholders’ expected profits to the present value by using capital costs. Suchshareholders’ profits attributable to the shareholders are calculated by taking into account the amounts
of internal reserves and other factors required for maintaining a certain capital structure.
A comparable company analysis was used for ShinGinko Tokyo since there are multiple listedcompanies comparable to this bank. In addition, DDM analysis was used in the calculations to reflect
the valuation of future business activities, as with Tokyo TYFG’s calculations.
The results under each method of calculation are shown below. The ranges of the share exchange
ratios in the table below represent the number of common stock of Tokyo TYFG to be allotted for one
common stock of ShinGinko Tokyo.
Calculation method

Range of share exchange ratio

Comparable company analysis/

0.182 – 0.271

Market share price analysis
DDM analysis

0.184 – 0.360

Deloitte Tohmatsu used information received from the companies and information that is publicly
available in principle and as is to calculate the share exchange ratio on the assumption that thesematerials and information are accurate and complete. Deloitte Tohmatsu did not independently verify
its accuracy or completeness. Deloitte Tohmatsu did not independently perform an evaluation,
appraisal or assessment, including an analysis and evaluation of the individual assets and liabilities, ofthe assets and liabilities (including contingent liabilities) of the companies and their affiliatedcompanies. Moreover, Deloitte Tohmatsu assumes that the companies’ financial projections(including profit estimates and other information) were reasonably prepared by the companies’
management based on the best projections and judgment available to the companies at this point. As
regards the financial projections for ShinGinko Tokyo on which the DDM analysis is premised,
Deloitte Tohmatsu expects a sharp decline in ordinary profit, net income before taxes and net incomein the first fiscal year of the financial projection period (fiscal year ending in March 2017) comparedto the previous fiscal year (forecasts for the fiscal year ending in March 2016). This is because, after-8-

setting aside conservative provisions for loan loss reserves on an ongoing basis in recent years, theseloan loss reserves are expected to be reversed as a result of improvements in the credit conditions ofbusiness partners on the back of a recovery in economic sentiment. These reversals will be posted in
the fiscal year ending in March 2016, resulting in substantial upward deviations in earnings in that
fiscal year. Income is not expected to increase or decrease sharply thereafter.
The financial projections for Tokyo TYFG do not include any projections of large increases ordecreases in income.
(2)

Preferred stock
The companies decided to allot 20,000 yen in Tokyo TYFG’s Class II preferred shares (total of 2
million shares) for every one Class A preferred share issued by ShinGinko Tokyo after taking into
account the analysis and opinions of Mizuho Securities in the case of Tokyo TYFG and the analysis
and opinions of Deloitte Tohmatsu in the case of ShinGinko Tokyo on the matter of the Class A
preferred shares issued by ShinGinko Tokyo, generally considering the various conditions that could
affect the value of the Class II preferred shares to be newly issued to Tokyo TYFG and the fact that,
unlike common stock, market prices do not exist, and carefully discussing and negotiating theallotment of Class A preferred shares. This was decided and approved at the board of directors
meetings held by the two companies today.

(3)

Potential delisting and trigger event
This is not applicable because Tokyo TYFG will become the wholly owning parent company inthis Share Exchange, and ShinGinko Tokyo, which will become the wholly owned subsidiary, is not alisted company.

(4)

Measures to ensure fairness
Tokyo TYFG has taken the following measures to ensure that the Share Exchange is fair.
(i) Obtaining documents calculating the share exchange ratio, etc. from independent third-party
advisors
In order to ensure the fairness of the Share Exchange, Tokyo TYFG appointed Mizuho Securities
as an independent third-party advisor as described in Section 6. “Basis of Share Exchange Ratio
Calculation” above, and obtained documents calculating the share exchange ratio to be used as thebasis of the agreement on the share exchange ratio for the Share Exchange. Tokyo TYFG conductednegotiations and discussions with ShinGinko Tokyo based on the analysis and opinions of Mizuho
Securities, its third-party advisor, and the board of directors resolved today that it will carry out the
Share Exchange using the agreed share exchange ratio as described in Section 5. “Outline of Share
Exchange” (3) “Share exchange ratio” above.
Tokyo TYFG received a written opinion (so-called “fairness opinion”) dated September 25, 2015
from Mizuho Securities to the effect that the share exchange ratio is fair to Tokyo TYFG commonshareholders from a financial point of view.

-9-

(ii) Advice from an independent law firm
In order to ensure the fairness and appropriateness of its board of directors, Tokyo TYFG obtained
legal advice from TMI Associates, a legal advisor independent of the companies, with respect to themethod and process of decision-making by Tokyo TYFG and other procedures related to the Share
Exchange.
ShinGinko Tokyo has taken the following measures to ensure the fairness of the share exchange.
(i) Obtaining documents calculating the share exchange ratio, etc. from independent third-party
advisors
In order to ensure the fairness of the Share Exchange, ShinGinko Tokyo appointed Deloitte
Tohmatsu as an independent third-party advisor as described in Section 6. “Basis of Share Exchange
Ratio Calculation” above, and obtained documents calculating the share exchange ratio to be used as
the basis of the agreement on the share exchange ratio for the Share Exchange. ShinGinko Tokyo
conducted negotiations and discussions with Tokyo TYFG based on the analysis and opinions ofDeloitte Tohmatsu, its third-party advisor, and the board of directors resolved today that it will carryout the Share Exchange using the agreed share exchange ratio as described in Section 5. “Outline of
Share Exchange” (3) “Share exchange ratio” above.
ShinGinko Tokyo received a written opinion (so-called “fairness opinion”) dated September 24,
2015 from Deloitte Tohmatsu to the effect that the share exchange ratio is fair to ShinGinko Tokyo
common shareholders and Class A preferred shareholders from a financial point of view.
(ii) Advice from an independent law firm
In order to ensure the fairness and appropriateness of its board of directors, ShinGinko Tokyoobtained legal advice from Nagashima Ohno & Tsunematsu, a legal advisor independent of thecompanies, with respect to the method and process of decision-making by ShinGinko Tokyo andother procedures related to the Share Exchange.
(5)

Measures to avoid conflicts of interest
No special measures to avoid conflicts of interest have been taken because no board member
serving on the boards of Tokyo TYFG and ShinGinko Tokyo, which approved this Share Exchange
agreement, concurrently serves as an officer or employee of the other company.

- 10 -

7. Overview of Parties to the Share Exchange(1) Company overview (as of end of March 2015; representative, however, is as of this report’s submission)
Trade nameTokyo TY Financial Group, Inc.
ShinGinko Tokyo, Limited*1
Establishment date
October 1, 2014
April 1, 2004*2
1-21-1, Nishishinjuku, Shinjuku-ku,
Location of head office
5-9-2, Shinjuku, Shinjuku-ku, Tokyo
Tokyo
Hidenori Tsunehisa,
Representative
Akihiro Kakizaki, President
President and CEO
Business
Bank holding company
Banking operations and trust operations
Capital
20,000 million yen
20,000 million yen
5,926,207 shares (common shares)
Issued and Outstanding
29,227,826 shares
2,000,000 shares (A-type preferred
Sharesshares)Total assets
4,943,828 million yen
431,456 million yen(consolidated)
Net Assets
202,580 million yen
55,057 million yen(consolidated)Account balance
4,491,306 million yen
261,534 million yen(non-consolidated)
Loan balance
3,294,802 million yen
200,706 million yen(non-consolidated)
Fiscal year-end
March 31
March 31
Employees
3,294
163(consolidated)
Number of branches(including161
1
sub-branches)
Major shareholders and [Common shares][Common shares]
their respective
shareholding ratios
Sumitomo Mitsui Trust Bank,
7.87% Tokyo Metropolitan Government
84.22%
LimitedJapan Trustee Services Bank, Ltd.
(Trust Account)
Mizuho Bank, Ltd.
The Master Trust Bank of Japan,
Ltd. (Trust Account)
Mitsui Sumitomo Insurance
Company, Limited
Yachiyo Bank Employee
Stock Ownership Plan
CBNY DFA INTL SMALL CAP
VALUE PORTFOLIOTokyo Tomin Bank Employee
Stock Ownership Plan
Fukuda Denshi Co., Ltd.
CBNY-GOVERNMENT OFNORWAY

6.38%

2.11%

2.14%

NTT Communications
Corporation
Hitachi, Ltd.
Aioi Nissay Dowa Insurance Co.,Ltd.
Shinkin Central Bank (SCB)

1.64%

SMBC Nikko Securities Inc.

0.84%

1.47%

ORIX Corporation

0.84%

1.37%

Kajima Corporation

0.84%

1.21%
1.17%

Taisei Corporation
Mitsui Sumitomo Insurance
Company, Limited

0.84%
0.84%

2.46%
2.42%

2.11%
1.69%
0.97%

[Class A preferred shares]
Tokyo Metropolitan Government

Relationship between
the parties

Capital relationship100.00%Not applicable.

Personal relationships
Not applicable.
Business relationships
Not applicable.
Relationship to related party
Not applicable.
(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- 11 -

Bank Ltd. to establish ShinGinko Tokyo is given as the date on which ShinGinko Tokyo wasestablished. The date on which it was established as a corporation was April 5, 1999.
(2)

Financial summary for the last three years*1

Fiscal year
Ordinary revenue(consolidated)
Ordinary profit(consolidated)
Net income(consolidated)
Net assets per share(consolidated)Tokyo TY Financial Group, Inc.
FY ended
FY ended
FY ended
March 31,
March 31,
March 31,
2013
2014
2015

(Unit: million yen)
ShinGinko Tokyo, Limited*2
FY ended
FY ended
FY ended
March 31,
March 31,
March 31,
2013
2014
2015

-

-

65,043

7,537

6,704

7,211

-

-

11,809

1,023

890

1,514

-

-

-

-

57,290Yen
6,959.92

1,019
Yen
2,049.75

885
Yen
2185.12

1,510
Yen
2540.87

Net income per share(consolidated)
2,638.39
172.05149.47254.90
Dividends per share
30.00(Note 1) Tokyo TYFG was established on October 1, 2014, and thus financial results for the fiscal years endingin March 2013 and March 2014 are not provided. The breakdown of profits and loss in the fiscal year
ended in March 2015 are as follows.
• Tokyo Tomin Bank’s consolidated profit/loss from April 2014 to March 2015
• Yachiyo Bank’s consolidated profit/loss from October 2014 to March 2015
• Tokyo TYFG’s parent-only profit/loss from October 2014 to March 2015
• Necessary revisions required on other consolidated financial statements (such as gains on negative
goodwill).
(Note 2) ShinGinko Tokyo’s ordinary revenue, ordinary profit and net income are parent-only figures.

- 12 -

8. Conditions After Share Exchange
Trade nameTokyo TY Financial Group, Inc.

Location of head office

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

Representative

President: Akihiro Kakizaki

Business

Bank holding company

Capital

20,000 million yen

Total assets (consolidated)

To be determined

Total net assets (consolidated)

To be determined

Fiscal year-end

March 31

9. Overview of Accounting in Connection with the Share Exchange
The purchase method of accounting is expected to be used, since the Share Exchange is regarded as an
acquisition under the Accounting Standards for Business Combinations. The amount of goodwill (or negative
goodwill) arising as a result of the Share Exchange has not been determined at the present stage.
10. Forecast
The forecast of operating results after the Business Integration are currently being prepared, and will be
provided once they are determined.
11. Other
The Share Exchange is subject to the approval of the share exchange agreement at the companies’ general
meeting of shareholders and class shareholders meeting, approval at Tokyo TYFG’s general meeting ofshareholders and class shareholders meeting of Amendments to the Articles of Incorporation, obtaining approval
from the relevant authorities and fulfilling conditions for this Share Exchange, as noted above in Section 5.
Outline of Share Exchange (2) Method of Share Exchange.
(Reference) Tokyo TYFG’s earnings forecasts for current fiscal year (released on May 15, 2015) andconsolidated earnings in previous fiscal year
Consolidated ordinary
incomeEarnings forecasts for current
fiscal year
(ending in March 2016)

Results in previous fiscal year
(ended in March 2015)-

Consolidated ordinary
profit(Unit: million yen)
Net income attributableto owners of parent

12,9008,500

Consolidated ordinary
incomeConsolidated ordinary
profit

Net income attributableto owners of parent

65,043

11,80957,290- 13 -

[Inquiries]
Tokyo TY Financial Group, Inc.
Corporate Planning Division
The Tokyo Tomin Bank, Limited

TEL +81-03-3505-2155

Corporate Planning Division, Public and Investor
Relations Office
TEL +81- 03-3352-2295

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

TEL +81- 03-6302-3598

ShinGinko Tokyo, Limited
Corporate Planning Division- 14 -