March 21, 2017
Company name: Mebuki Financial Group, Inc.
Representative: Kazuyoshi Terakado, President（Code number：7167 First Section,Tokyo Stock Exchange)

Notice Regarding Transfer of Sub-subsidiarythrough Dividend in Kind of Subsidiary
Mebuki Financial Group, Inc. (Mebuki) announces it has resolved at the meeting of the board ofdirectors held today that Mebuki shall acquire all shares of The Joyo Lease Co., Ltd. (Joyo Lease) from The
Joyo Bank, Ltd. (Joyo Bank, a wholly-owned subsidiary of Mebuki) through a dividend in kind. As a resultof this dividend in kind, Joyo Lease will become a direct subsidiary of Mebuki and changes insub-subsidiaries will occur as follows.
Description
1. Reason for the dividend in kind (transfer from sub-subsidiary)
Mebuki was established as a financial holding company that has Joyo Bank and The Ashikaga Bank, Ltd.
(Ashikaga Bank) as its subsidiaries due to the business integration of Ashikaga Holdings Co., Ltd. and JoyoBank on October 1, 2016. In the “First Medium-Term Group Business Plan” launched with the establishment of
the group, “Expansion of comprehensive financial services” is set up as one of the basic strategies of theintegration. Based on the strategy, Mebuki has been seeking to provide one-stop services with greater added
value in response to diversifying customer needs.
Through the dividend in kind, Mebuki will acquire all the shares of Joyo Lease, the wholly-owned
subsidiary of Joyo Bank, which will make Joyo Lease a directly- and wholly-owned subsidiary of Mebuki. At
the same time, the leasing division of Ashikaga Credit Guarantee Co., Ltd., a wholly-owned subsidiary ofAshikaga Bank, will be integrated into Joyo Lease. Under the business alliance agreement dated October 1,2016, Ashikaga Bank has been mediating the auto lease products provided by Joyo Lease. Optimizing theallocation of business resources within the group through the reorganization of subsidiaries and the integrationof the leasing business, Mebuki will provide higher quality and more comprehensive financial services to thecustomers of the group companies such as Joyo Bank, Ashikaga Bank and so forth in order to maximize thesynergy effects.
As announced in the “Notice of Changes of Trade Names of Subsidiaries” dated March 6, 2017, the tradename of Joyo Lease will be changed to “Mebuki Lease Co., Ltd. (Mebuki Lease)” on April 3, 2017.
2. Surplus appropriation of Joyo Bank
Other retained earnings of Joyo Bank will be appropriated for the dividend in kind.
(1) Type and total book value of the dividend property
Dividend property allocated to Mebuki is a non-monetary asset (common shares as follows), the latest
book value of which is 1,129,788,218 yen.
Trade Name
The Joyo Lease Co., Ltd.

Number of Shares
200,000 shares

Shareholding Ratio
100％Book Value1,129,788,218 yen

(2) Allocation of the dividend property to the shareholder
All the dividend property will be allocated to Mebuki, who owns all the issued shares of Joyo Bank as ofthe effective date of the dividend in kind.
(3) Effective date of the dividend in kind
April 3, 2017
3. Overview of the company that will pay the dividend in kind
Trade Name

The Joyo Bank, Ltd.

Location

5-5, Minami-machi 2-chome, Mito, Ibaraki

Representative

Kazuyoshi Terakado, President

Business

Banking business

Capital Stock

85,113 million yen

Establishment

July 30, 1935

Net Assets

568,894 million yen (as of September 31, 2016)

Total Assets

9,265,797 million yen (as of September 31, 2016)

Shareholder andShareholding Ratio

Mebuki Financial Group, Inc. 100％
Capital Ties

Personnel
Current relationship

Relationshipbetween Mebuki andJoyo Bank

Business
Relationship
Related Party

Joyo Bank is a wholly-owned Subsidiary of Mebuki.
 Kazuyoshi Terakado, President of Mebuki, concurrentlyserves as President of Joyo Bank.
 Eiji Murashima and Ritsuo Sasajima, directors of Mebuki,
concurrently serve as managing directors of Joyo Bank.
 Hidebumi Nishino, director of Mebuki, concurrently serves
as a managing executive officer of Joyo Bank.
Business management, deposit, guarantee, and administration
outsourcing transactions
Mebuki is applicable to a related party as the parent companyof Joyo Bank.

4. Overview of the sub-subsidiary to be transferred
Trade Name
Location
Representative

The Joyo Lease Co., Ltd. (Trade name of which is scheduled to be changed to“Mebuki Lease Co., Ltd.” on April 3, 2017)
4-12, Minami-machi 3-chome, Mito, Ibaraki
Mikio Kawamata, PresidentBusinessLeasing business

Capital Stock

100 million yen

Establishment

September 25, 1974

Shareholder andShareholding Ratio

Current relationshipbetween the Mebuki andJoyo Lease

The Joyo Bank, Ltd. 100％
Capital Ties

Joyo Lease is an indirectly wholly-owned
subsidiary of Mebuki.

Personnel Relationship

None

Business Relationship

None

Related Parties

Mebuki is applicable to a related party as theindirect parent company of Joyo Lease.

Financial Results and Position of Joyo Lease for the Last Three Years

Net Assets

Fiscal Year
Ended March 2014
7,990 million yen

Fiscal Year
Ended March 2015
8,631 million yen

Fiscal Year
Ended March 2016
9,190 million yen

Total Assets

54,781 million yen

63,404 million yen

71,062 million yen

39,954 yen

43,155 yen

45,952 yen

Net Sales

17,005 million yen

18,731 million yen

20,043 million yen

Operating Income

1,133 million yen

924 million yen

831 million yen

Net Income

792 million yen

580 million yen

632 million yen

Net Income per Share

3,962 yen

2,900 yen

3,161 yen

Dividend per Share

50 yen50 yen50 yenFiscal YearNet assets per Share【Current Group Structure】
Mebuki Financial Group, Inc.

100％

100％
The Ashikaga Bank, Ltd.

The Joyo Bank, Ltd.
100％

100％

9 subsidiaries

3 subsidiaries(Incl. Joyo Lease Co., Ltd.)(Incl. Ashikaga Credit Guarantee Co., Ltd.)【Group Structure after the Dividend in Kind (Scheduled on April 3, 2017)】
Mebuki Financial Group, Inc.

100％
The Joyo Bank, Ltd.
100％
8 subsidiaries

100％
The Ashikaga Bank, Ltd.

100％
Mebuki Lease Co., Ltd.

100％
3 subsidiaries(Incl. Ashikaga Credit Guarantee Co., Ltd.)

Through the dividend in kind, Mebuki will acquire all the shares of Joyo Lease, thewholly-owned subsidiary of Joyo Bank, which makes Joyo Lease a directly- andwholly-owned subsidiary of Mebuki. At the same time, the trade name of Joyo Lease will bechanged to Mebuki Lease and the leasing division of Ashikaga Credit Guarantee Co., Ltd., awholly-owned subsidiary of Ashikaga Bank, will be integrated into Mebuki Lease.

(Reference) Ashikaga Credit Guarantee Co., Ltd.
Trade Name

Ashikaga Credit Guarantee Co., Ltd.

Location

1-25, Sakura 4-chome, Utsunomiya, Tochigi

RepresentativeBusiness Activities
Capital Stock
EstablishmentShareholder andShareholding Ratio

Norio Nozawa, President
Credit guarantee, Leasing business50 million yen
December 21, 1978
The Ashikaga Bank, Ltd. 100％

5. Schedule
March 21, 2017

Resolution of the board of directors of Mebuki

April 3, 2017

Effective date of the dividend in kind

6. Future outlook
Being an internal transaction, this dividend in kind will not affect the consolidated shareholders’ equity andthe consolidated financial results.
(Reference) Consolidated Earnings Forecast for Fiscal Year 2016 (Announced on February 10, 2017)
Net Income Attributable
Ordinary ProfitNet Income per Shareto Owners of the Parent
Fiscal Year53,000 million yen
155,000 million yen
163.21 yen
Ending March 31, 2017EndInquiries:
Corporate Planning Department Kiyoshi Nozaki Tel:029-300-2605