These documents are partial translations of the Japanese originals for reference purposes only. In the event of any discrepancy between thesetranslated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for these translations or for
any direct, indirect or other forms of damages arising from the translations.

May 11, 2023
(Translation)
For Immediate Release
Company name:Name of representative:
Securities code:
Inquiries:

Juroku Financial Group, Inc.
Naoki Ikeda, President andrepresentative Director
7380 (Tokyo Stock Exchange
Prime Market & Nagoya Stock
Exchange Premier Market)
Hirokazu Kusui, Managing
Executive Officer General
Manager of Group
Administration Management
Division and Group Corporate
Planning Division(Telephone: +81-58-207-0016)

Notice of Disposition of Treasury Stock through Third-Party Allotment with the Purposeof Supporting the Social Contribution Activities of the Juroku Foundation for Regional
Promotion
Juroku Financial Group, Inc. (hereinafter, “16FG”) hereby announces that it has resolved, at a meeting of theBoard of Directors held on May 11, 2023, to dispose of treasury stock through a third-party allotment with the
purpose of continuously and stably supporting the social contribution activities of the Juroku Foundation for
Regional Promotion (hereinafter, “16 Foundation”) as follows.
Approval by the 16FG Ordinary General Meeting of Shareholders scheduled for June 16, 2023 is a condition
for conducting this disposition of treasury stock.
1. About 16 Foundation(1) Purpose and role of the foundation
16 Foundation was established in 1997 as a project to commemorate the 120th anniversary of the founding of
The Juroku Bank, Ltd. (hereinafter, “16BK”), a subsidiary of 16FG. In 2009, 16 Foundation was certified as
the first public interest foundation of Gifu Prefecture and subsequently transitioned to a public interest
incorporated foundation.
The purpose of 16 Foundation is to contribute to the revitalization of local communities by supporting
activities related to the promotion and development of local industries, improvement of the social living
environment, local culture, sports, internationalization, etc. as organized, sponsored, and co-sponsored by
local governments and public organizations, to contribute to the development of human resources byfinancially supporting the educational opportunities of young people who will be responsible for Gifu andAichi Prefectures in the future, and to promote and support arts and culture which contribute to the realizationof affluent and comfortable life and vibrant local communities.
(2) Outline of the foundation
(i)

Name

(ii) Location(iii) Chairman

16 Foundation for Regional Promotion,a Public Interest Incorporated Foundation
8-26 Kandamachi, Gifu-shi, Gifu 500-8516, Japan
Yukio Murase

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(iv)

Activities(v)

Funding for activities(vi)

Date of establishment

・Support for activities related to the promotion and development oflocal industries
・Support for activities related to improving the local social living
environment
・ Support for activities related to local culture, sports,
internationalization, etc.
・ Holding training sessions and lectures related to the above
activities, and subsidizing human resource development
・Scholarships
・Promotion of and support for art and culture
・Rental of facilities
・Other activities necessary to achieve the purpose of this foundation
Investment income from basic funds and donations (as of March 31,
2023)
August 25, 1997 (transitioned to a public interest incorporated
foundation in 2009)(vii) Relationship with 16FG
Capital relationship

16BK is a contributing company of 16 Foundation.
The Chairman of the Board of Directors of 16FG concurrently
serves as the Chairman of the foundation; one Audit and Supervisory
Committee Member of 16FG concurrently serves as an Auditor; andone Managing Executive Officer of 16FG concurrently serves as a
Senior Managing Director.
In addition, two employees of 16FG concurrently serve as
councilors.
16BK makes donations to 16 Foundation.
(In fiscal 2022, 16BK donated 28 million yen.)
Not applicable

Personnel relationshipTransaction relationship
Related party relationship2. Overview of disposal(i)

Date of disposal(ii)

NumberdisposalofAugust 25, 2023 (scheduled)sharesfor 350,000 shares of common stock(0.922% of total number of issued shares)*(iii) Disposal price1 yen per share(iv) Amount to be procured

350,000 yen(v)

Methoddisposalofoffering(vi) Subscriber (scheduled)or

Disposition through third-party allotment
The Master Trust Bank of Japan, Ltd.

The disposition of treasury stock is subject to the special resolution on
the offering of shares at a favorable price at the Ordinary General
Meeting of Shareholders to be held on June 16, 2023. The date of(vii) Other matters
disposition and other related details will be resolved at the meeting of
the Board of Directors to be held following the meeting ofshareholders.
* Percentage of 37,924,134 shares issued as of March 31, 2023
3. Purpose and reason for disposal
The 16FG group, whose core company is a regional bank, supports local people and companies to realize theirsustainable growth and prosperity, which is the very purpose of the existence of regional banks. Under thegroup management philosophy of “Achieving growth and prosperity for our customers and local communities,”
16FG utilizes the customer base, information, and human network cultivated by 16BK, which has a history of
more than 140 years, in our main sales areas of Gifu and Aichi Prefectures, to be a “Comprehensive regional
financial services group staying ahead of the curve to constantly serve the local communities.”-2-

To realize this objective, the 16FG group has set forth in its long-term vision for the next 10 years,“16Vision-10,” to contribute to local communities (meaning “local stakeholders”) by realizing “sustainability(creation of social value)” and “growth (creation of economic value)” driven by the group management
philosophy. The three public interest activities of 16 Foundation “regional revitalization activity support
projects,” “scholarship provision projects,” and “arts and culture promotion and support activity
projects”—contribute to the realization of the group management philosophy. The 16FG group believes that
this will lead to sustainable growth of the group and improvement of corporate value over the medium to longterm.
Through this disposition of treasury stock, 16FG will realize the group management philosophy of "Achieving
growth and prosperity for our customers and local communities" by adopting a mechanism in which dividends
on the company’s stock will be contributed in addition to the previous donation from 16BK and by securing astable source of funds for the activities of 16 Foundation.
In order to continuously and stably support the social contribution activities of 16 Foundation, 16FG will
establish a third-party benefit trust (hereinafter, the “Trust”) with Mitsubishi UFJ Trust and Banking
Corporation as the trustee, The Master Trust Bank of Japan, Ltd. as the co-trustee, and 16 Foundation as thebeneficiary. The Trust will subscribe to purchase shares of 16FG’s stock and will pay trust proceeds earned
from those dividends to 16 Foundation, which will use those proceeds to partially fund its activities andperform its activities in the future.
The disposition of 16FG’s treasury stock will be made to the Trust, which will be established to provide
funding for the social contribution activities of 16 Foundation.
4. Amount and use of funds to be procured, and scheduled timing of expenditure(1) Amount of funds to be procured(i)

Total amount to be paid in(ii)

Estimated amount of issuance costs(iii) Estimated net proceeds

350,000 yen
0 yen
350,000 yen(2) Specific use of funds to be procured
The above estimated net proceeds are scheduled to be applied towards the costs needed to build the scheme.
5. Views concerning rationality of use of funds
The proceeds are scheduled to be applied to expenses, incurred in connection with considering the building of
the scheme. Each of those expenses is necessary for building the scheme and 16FG believes that the said useof proceeds is reasonable.
6. Rationality of disposal conditions, etc.
(1) Basis of calculation and specific details of the amount to be paid in
16 Foundation aims to revitalize local communities, develop human resources, and promote and support artsand culture.
16FG believes that this will contribute to the realization of the 16FG group management philosophy and willlead to the sustainable growth of the group and improvement of its corporate value.
The purpose of the disposition of treasury stock is to fund the social contribution activities of 16 Foundation,and the proceeds will be allocated to building the scheme as described in section 4(2) above. Accordingly,
16FG believes that the price of disposition of 1 yen per share is reasonable. In addition, since the dispositionof treasury stock qualifies as an offering at a price that is favorable to 16 Foundation, the disposition is subject
to the special resolution at the Ordinary General Meeting of Shareholders to be held on June 16, 2023.
(2) Basis of judgment that the disposal quantity and impact of dilution are reasonable
In order to continuously and stably implement the three public interest activities of 16 Foundation “regional
revitalization activity support projects,” “scholarship provision projects,” and “arts and culture promotion andsupport activity projects”. 16FG believes that the number of shares to be disposed of is at a reasonable size for-3-funding the activities of the 16 Foundation. Moreover, under the structure of the scheme, since the treasury
stock is not currently expected to be sold into the market after the disposition, and as the impact on thesecondary market triggered by the disposition of treasury stock will be small, 16FG believes that the numberof shares to be disposed of is at a reasonable level.
Furthermore, since the extent of dilution of shares of 16FG’s stock triggered by the disposition of treasury
stock is small, representing 0.922% (truncated to three decimal places; 0.965% against the 362,690 aggregate
voting rights as of March 31, 2023) of the total number of issued shares, 16FG believes that the impact on thestock market triggered by the disposition of treasury stock will be small.
In addition, 16FG plans to appropriate the treasury stock to be acquired as separately announced today in the“Notice of Determination of Matters Related to Acquisition and Cancellation of Treasury Stock.” 16FG
believes that the scale of share dilution is reasonable because we have taken measures to avoid stock dilution.
7. Reason for selection of scheduled disposal recipient, etc.
(1) Overview of scheduled disposal recipient(i) Name: The Master Trust Bank of Japan, Ltd.
(ii) Overview of trust agreement
Type of trust
Purpose of trust
SettlorTrustee
Beneficiary
Date of trust agreement
Term of trust

Money trust other than a specific individually operated money trust(third-party benefit trust)
To deliver to the beneficiary as trust income dividends arising from
common stock issued by the assignor to perform social contribution
activities.
Juroku Financial Group, Inc.
Mitsubishi UFJ Trust and Banking Corporation(Joint trustee: The Master Trust Bank of Japan, Ltd.)
Juroku Foundation for Regional Promotion
August 25, 2023 (planned)
2 years (planned)

Note: The Master Trust Bank of Japan, Ltd. shall not exercise during the term of trust the voting rights of theshares acquired by the Trust upon disposition of the treasury stock. Details of the trust agreement to be
executed between 16FG and Mitsubishi UFJ Trust and Banking Corporation, as trustee, will be determined in
the future.
(Reference)
(i)

Name

The Master Trust Bank of Japan, Ltd.

(ii)

Location

2-11-3 Hamamatsucho, Minato-ku, Tokyo(iii) Job title and name of representative Toshikazu Mukohara, Representative Director, President(iv) Description of business

Operations for management of securities and management of andsettlement in asset management(v)

Share capital

10 billion yen(vi) Date of establishment

May 9, 2000(vii) Number of issued shares

120,000 shares of common stock(viii) Fiscal year-end

March 31(ix) Number of employees

1,028 (as of March 31, 2022)(x)

Industrial corporations and financial institutions

Major trading partners(xi) Main banks－-4-Mitsubishi UFJ Trust and Banking Corporation: 46.5%
Major shareholders and ownership Nippon Life Insurance Company: 33.5%(xii)
ratiosMeiji Yasuda Life Insurance Company: 10.0%
The Norinchukin Trust & Banking Co., Ltd.: 10.0%(xiii) Relationship between the parties
Capital relationship

Not applicable

Personnel relationship

Not applicable

Business relationship

Not applicable

Related party relationship

Not applicable(xiv) Operating results and financial positions for the last three years
Fiscal year ended

March 31, 2020

March 31, 2021

March 31, 2022

Net assets (yen)24,292 million

24,813 million

25,658 million

Total assets (yen)3,190,818 million

3,642,035 million

6,048,540 million

Net assets per share (yen)202,440.80

206,775.35

213,817.18

Ordinary income (yen)25,448 million

27,328 million

29,664 million

Ordinary profit (yen)1,333 million

1,055 million

1,384 million

970 million

760 million

1,034 million

8,085.91

6,341.46

8,620.68

Net income (yen)Net income per share (yen)*16FG has confirmed that the subscriber and its officers or major shareholders (major investors) have no
relationships with antisocial forces, based on an investigation of their respective web pages, disclosure books
and other publicly disclosed information, and it has submitted to Tokyo Stock Exchange, Inc. (hereinafter,“Tokyo Stock Exchange”) a written confirmation stating to that effect.
(2) Reason for selection of scheduled disposal recipient
In consideration of achieving the purposes described in section “3. Purpose and reason for disposition” above,
16FG selected Mitsubishi UFJ Trust and Banking Corporation as trustee because 16FG determined that it is
the most suitable due to its abundant track record and experience in the trust business. In addition, The Master
Trust Bank of Japan, Ltd. will be selected as the subscriber because it will conduct trust affairs, as co-trustee,in accordance with the trust agreement to be executed between 16FG and Mitsubishi UFJ Trust and Banking
Corporation, as well as custodial and settlement services for the assets in trust.
(3) Holding policy of scheduled disposal recipient
Pursuant to the trust agreement, The Master Trust Bank of Japan, Ltd., as the subscriber, will pay trust
proceeds earned from dividends on 16FG’s stock to 16 Foundation. The Trust will hold the shares to bedisposed of in accordance with the trust agreement to be executed in the future. In the event that the Trust is
terminated, the trust property will be delivered to the beneficiary of the Trust, as is.
The voting rights of the shares held by the Trust upon disposition of the treasury stock shall not be exercised
during the term of trust.
16FG will receive from The Master Trust Bank of Japan, Ltd., as the subscriber, a written confirmation statingthat if all or part of the disposed shares are transferred within two (2) years after the payment date for any
specific reason, then the names and addresses of the transferees, number of shares transferred, date of transfer,transfer price, reason for transfer and method of transfer will be immediately reported in writing to 16FG,
which will notify the details of such report to Tokyo Stock Exchange and that such details will be madepublicly available.

-5-(4) Confirmation of existence of assets required for the scheduled disposal recipient to make payment
The Master Trust Bank of Japan, Ltd., as the subscriber, will make payment in cash, which will be the trust
property of the Trust to be established by 16FG.
8. Major shareholders and ownership ratios after the disposal
Before the disposal (as of March 31, 2023)

After the disposal
9.37%

The Master Trust Bank of Japan, Ltd. (Trust)

9.39%

Custody Bank of Japan, Ltd. (Trust)

5.76%

Custody Bank of Japan, Ltd. (Trust)

5.78%

16 Bank Employee Stockholding Association

3.18%

16 Bank Employee Stockholding Association

3.19%

Fuji Banking Group

2.62%

Fuji Banking Group

2.63%

The Master Trust Bank of Japan, Ltd. (Trust)

Meiji Yasuda Life Insurance Company

2.53%

Meiji Yasuda Life Insurance Company

2.53%

Sompo Japan Insurance Inc.

1.70%

Sompo Japan Insurance Inc.

1.71%

Seino Holdings Co., Ltd.

1.52%

Seino Holdings Co., Ltd.

1.53%

The Bank of Nagoya, Ltd.

1.46%

The Bank of Nagoya, Ltd.

1.46%

JP Morgan Chase Bank 385781

1.27%

JP Morgan Chase Bank 385781

1.27%

DFA INTL Small Cap Value Portfolio

1.16%

DFA INTL Small Cap Value Portfolio

1.16%

Note 1. The above ratios (%) are of the number of shares owned out of 36,580,856 shares, which is the37,924,134 total issued shares minus 1,343,278 shares of treasury stock.
Note 2. Regarding the major shareholders and ownership ratios after the disposal, based on the shareholder
register as of March 31, 2023, only increases or decreases in the number of shares due to the disposal oftreasury stock (350,000 shares), the acquisition of treasury stock (460,000 shares) separately disclosed today
are taken into account.
9. Future outlook
16FG expects the impact of the third-party allotment on its future results to be immaterial. To the extent any
disclosable matters arise in the future, the company plans to promptly make the appropriate disclosures.
10. Matters concerning the procedure required by the corporate code of conduct
Because (i) the dilution ratio is less than 25% and (ii) there is no change in controlling shareholders, there isno need to obtain an opinion from an independent third party or to follow the procedures for confirming theintent of shareholders pursuant to Article 432 of the Securities Listing Regulations established by the Tokyo
Stock Exchange.
11. Operating results and status of equity finance executed for the last three years(1) Operating results for the last three years (Consolidated)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Consolidated ordinary income (yen)―117,350 million

112,685 million

Consolidated ordinary profit (yen)―26,798 million

27,262 million

Profit attributable to owners of parent (yen)―17,191 million

18,630 million

Consolidated earnings per share (yen)―460.45505.78Dividend per share (yen)

―

70.00

130.00―10,799.17

10,626.43

Consolidated net assets per share (yen)*16FG was established on October 1, 2021 through a single share transfer of 16BK.

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(2) Current number of issued shares and potential shares (As of March 31, 2023)
Number of shares
Number of issued shares

Ratio to the number of issued shares

37,924,134 shares

100%

Number of potential shares at current
conversion price (exercise price)－shares－%Number of potential shares at the lower limitof the conversion price (exercise price)－shares－%Number of potential shares at the upper limitof the conversion price (exercise price)－shares－%(3) Status of recent share prices(i) Status for the last three years
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Opening price (yen)

－

2,055

2,160

Highest price (yen)

－

2,496

3,410

Lowest price (yen)

－

1,927

2,072

Closing price (yen)

－

2,171

2,824

*16FG was established on October 1, 2021 through a single share transfer of 16BK.
(ii) Status for the last six months
2022
November2022
December

2023
January2023
February

2023
March

2023
April

Opening price (yen)

2,490

2,654

2,894

3,125

3,215

2,865

Highest price (yen)

2,736

2,923

3,155

3,320

3,410

3,080

Lowest price (yen)

2,395

2,499

2,810

2,908

2,726

2,813

Closing price (yen)

2,640

2,868

3,120

3,215

2,824

3,000

(iii) Share prices on the business day immediately preceding the date of resolution for issuanceMay 10,2023
Opening price (yen)

3,000Highest price (yen)3,015

Lowest price (yen)2,976

Closing price (yen)2,981(4) Status of equity finance executed for the last three years
Not applicable.
End

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These documents are partial translations of the Japanese originals for reference purposes only. In the event of any discrepancy between thesetranslated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for these translations or for any
direct, indirect or other forms of damages arising from the translations.

May 11, 2023

Q&A concerning the “Disposition of Treasury Stock through Third-Party Allotment with
the Purpose of Supporting the Social Contribution Activities of the Juroku Foundation for
Regional Promotion”
Q1：Please give a brief overview of the scheme.
A1： Juroku Financial Group, Inc. (hereinafter, “16FG”) will acquire 460,000 shares (scheduled)of treasury stock from the market, of which 350,000 shares will be allotted to a trust
account. The trust account will distribute the profits (mainly dividends), generated fromthe 350,000 shares of 16FG allotted, to The Juroku Foundation for Regional Development(hereinafter, “16 Foundation”) every year. 16 Foundation returns the distributed profits tothe local community, by spending on subsidizing local events and providing scholarships to
local students. In this way, 16FG's dividends will be returned to the local community
through 16 Foundation.
Q2：The 16 Foundation is a public interest incorporated foundation. What is the difference
between a public interest incorporated foundation and a general incorporated foundation?
A2： A public interest incorporated foundation is a general incorporated foundation that satisfies
certain conditions stipulated in the Act on Authorization of Public Interest Incorporated
Associations and Public Interest Incorporated Foundations and has been authorized byadministrative agencies.
For a public interest incorporated foundation to be certified, it must have public interest
business as its main purpose, one-third of its directors and auditors must not be related tothe same organization, its articles of incorporation must stipulate that the public interest
business property shall belong to a public interest corporation or a national or local public
entity if the public interest authorization is revoked.
Regarding its operation, from the perspective of ensuring transparency, it is required todisclose certain information such as business plans and business reports.
In addition, administrative agencies supervise public interest corporations to ensure proper
operation of their businesses based on the applicable laws.
Public interest incorporated foundations are considered to be organizations that operate
activities for public interest purposes under a certain level of governance.
Q3：Please tell us in detail about the purpose of the activities of 16 Foundation and about theactivities conducted to date.
A3： The purpose of 16 Foundation is to contribute to the revitalization of local communities by
supporting activities related to the promotion and development of local industries,
improvement of the social living environment, local culture, sports, internationalization, etc.
as organized, sponsored, and co-sponsored by local governments and public organizations,
to contribute to the development of human resources by financially supporting the
educational opportunities of young people who will be responsible for Gifu and Aichi
Prefectures in the future, and to promote and support arts and culture which contribute to
the realization of affluent and comfortable life and vibrant local communities.

-1-

For this purpose, 16 Foundation carries out three public interest activities: “regional
revitalization activity support projects,” “scholarship provision projects,” and “arts andculture promotion and support activity projects.”
In fiscal 2022, 16 Foundation provided 5,480,000 yen to subsidize 24 projects, including the
Takashimaya South District Type 1 Urban Redevelopment Project and the Gifu Nagara
River Cormorant Fishing Hospitality SDGs Future Project as “regional revitalization
activity support projects.” As of March 31, 2023, the foundation has provided 239,233,000
yen in subsidies.
In fiscal 2022, it provided 15,400,000 yen in four-year scholarships to 40 university
students from Gifu Prefecture as “scholarship provision projects.” As of March 31, 2023, thefoundation has provided 306,400,000 yen in scholarships for 214 students.
In fiscal 2022, it held five performances by local musicians at the Clara Saal Juroku MusicHall and other music events for local residents as “arts and culture promotion and support
activity projects.”
In fiscal 2023, 16 Foundation also plans to provide 5,000,000 yen for “regional revitalization
activity support projects,” 16,000,000 yen for “scholarship provision projects,” and7,000,000 yen for “arts and culture promotion and support activity projects.”
Q4：Why will the social contribution activities conducted by 16 Foundation lead to profits for
Juroku Financial Group, Inc. ?
A4： 16FG is a comprehensive regional financial group whose main operating company is
Juroku Bank, Ltd. (hereinafter, “16BK”), a regional bank.
The head office of 16FG and the head offices of its 10 subsidiaries are all located in Gifu
City, Gifu Prefecture. Their main sales areas are in Gifu Prefecture and neighboring Aichi
Prefecture. Ninety-nine percent of our 2,532 employees live in these two prefectures, and
66% of our 24,053 shareholders are corporations and individuals located here as well.
16BK, the core company of 16FG, also has 158 branches (98% of its 161 branches) located inthese two prefectures, and 99% of our 6,281.3 billion yen in deposits are from customers
located here as well. Most of our existing and potential customers are companies andindividuals located in these two prefectures.
For this reason, 16FG’s management philosophy is “Achieving growth and prosperity forour customers and local communities.” In order to contribute to the realization of asustainable society, we aim to be “a comprehensive financial group that creates the futureof the region and achieves sustainable growth together with our customers and local
communities.”
As long as 16FG is a financial group with regional banks as its core companies, it must
contribute to regional development as part of the public mission of regional banks.
The purpose of the activities of 16 Foundation described in A3,“Contributing to therevitalization of local communities,”“Contributing to the development of human resources,”and “Contributing to the realization of affluent and comfortable life and vibrant local
communities,” is the same as the management philosophy of 16FG.
The sustainable development of the region through the social contribution activities of 16
Foundation directly leads to the sustainable improvement of 16FG’s corporate value.
Q5：What is the reason for entrusting the shares to a trust bank instead of disposing of thetreasury shares to 16 Foundation?
A5： As described in A2, since public interest incorporated foundations are certified after
ensuring a certain level of governance, the decision-making of the foundations is not
influenced only by the intentions of the sponsoring companies and individual directors.
-2-

The reason for entrusting the shares to a trust bank by concluding a trust agreement is toseparate the voting rights of the shares to be disposed of this time from 16FG so that therights do not conflict with the interests of other shareholders, and to clarify that 16
Foundation will not exercise any voting rights for the treasury stock related to this disposal,
considering that 16 Foundation, as a public interest corporation, needs to be cautious inexercising the voting rights of the shares it holds.
Q6：How are voting rights exercised for shares in trust?
A6： As described in A5, under the trust agreement, the voting rights of the shares entrusted tothe trust bank by this disposal of the treasury shares are not exercised.
Q7：Why don’t we just increase the amount of donations as previously done, instead of issuingtreasury stock at an advantageous rate?
A7： Stock companies make decisions on corporate activities with the goal of maximizing net
income.
The public interest activities of 16 Foundation are in line with 16FG’s management
philosophy, and supporting those activities directly contributes to the improvement of
16FG’s corporate value.
If 16FG contributes more and more donations to 16 Foundation as operating funds, 16FG’s
net income will decrease, which will reduce shareholder profits in the short term and create
a conflict of interest with those shareholders.
On the other hand, if treasury stock is allotted and the dividends are used as funds for
public interest activities, then management’s decision to increase profits and dividends will
benefit shareholders and expand public interest activities. 16FG believes that its long-term
corporate value will increase as profits will extend to both.
Q8：Please explain in detail the purpose and effect of the acquisition of treasury stock announced
on May 11.
A8： 16FG will acquire 460,000 shares from the market to allocate 350,000 shares of treasury
stock for shareholder returns and the disposal of this treasury stock.
By repurchasing in excess of number of treasury shares as the number of shares to bedisposed of before the resolution of the General Meeting of Shareholders (June 16, 2023),
dilution of shares due to the disposal of treasury stock will be avoided. In addition, by
canceling 1,000,000 shares of treasury stock currently held, earnings per share and net
assets per share will increase, contributing to an increase in shareholder value.
Please note that if the total number of shares purchased from the market does not reachthe number of shares to be disposed of, the treasury shares currently held will beappropriated.
The disposal and cancellation of treasury stock is not subject to the approval of a special
resolution regarding such disposal at the General Meeting of Shareholders to be held on
June 16, 2023.
Q9：What do you think about stock dilution due to the disposal of treasury stock?
A9： As described in A8, the treasury stock related to this disposal will be newly acquired fromthe stock market, and will not be sold by 16 Foundation for the time being, so the concerns
about dilution will be avoided.
-3-

Q10：What is the reason for setting the number of shares to be disposed of at 350,000 shares?
A10：The treasury stock will be disposed of after 16FG newly acquires 460,000 shares from themarket, so stock dilution concerns are avoided. Considering the scale of 16 Foundation’sbudget to date, and the expansion of that budget by adding Aichi Prefecture to the activity
area, 350,000 is the number of shares that can receive dividends on a scale that covers theoperating expenses required for the foundation.
Q11：Were 16FG’s consolidated financial results disclosed only after the fiscal year ended March2022?
A11：16FG was established on October 1, 2021 through a single share transfer of 16BK.
Therefore, the operating results and financial position of 16FG are available only after thatdate, but the scope of consolidated companies has not changed from that of 16BK’sconsolidated results, so the past operating results of 16FG have continued from 16BK’sconsolidated results, which can be compared as continuous results.
Please refer to the table of 16FG’s operating results below for your reference, in which we
posted the continuous performance from 16BK’s consolidated results.
In this case, 16FG’s profit attributable to owners of parent has increased for fiveconsecutive years. Dividends per share have also increased for four consecutive years from70 yen in the fiscal year ended March 31, 2019, to 130 yen in the fiscal year ending March
31, 2023. In addition, we will purchase treasury stock, resulting in a total return ratio of
31.6%.
＜16FG operating results for the last five years (Consolidated)＞
Fiscal year ended
March 31, 2019

Fiscal year ended
March 31, 2020

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Consolidated ordinary
income (yen)104,380

106,860

111,346

117,350

112,685

millionmillionmillionmillionmillionConsolidated ordinary
profit (yen)16,277

19,497

24,60826,79827,262

millionmillionmillionmillionmillionProfit attributable toowners of parent (yen)10,65812,862

14,722

17,191

18,630

millionmillionmillionmillionmillionConsolidated earnings
per share (yen)285.29344.22393.93460.45505.78

70

80

90

120

130

9,477.85

9,368.09

10,424.05

10,799.17

10,626.43

Dividend per share(yen)Consolidated net assets
per share (yen)＜Status of share prices for the last five years＞
Fiscal year ended
March 31, 2019

Fiscal year ended
March 31, 2020

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Opening price (yen)

2,823

2,290

1,865

2,213

2,160

Highest price (yen)

3,270

2,713

2,464

2,496

3,410

Lowest price (yen)

2,120

1,446

1,681

1,896

2,072

Closing price (yen)

2,248

1,885

2,209

2,171

2,824

-4-

＜Status of shareholder returns＞
Fiscal year ended
March 31, 2019

Fiscal year ended
March 31, 2020

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Total dividends
(yen)

2,615
million

2,989
million

3,363
million

4,453
million

4,783
million

Payout ratio

24.5%

23.2%

22.8%

26.0%

25.7%

Value of treasury
stock acquisition
(yen)

―

―

―

1,111
million

1,111
millionTotal return ratio

24.5%

23.2%

22.8%

32.3%

31.6%

*Payout and total return ratios are calculated based on the average number of shares during the period inquestion.
End-5-