January 30, 2023
Company name: Mebuki Financial Group, Inc.
Representative: Tetsuya Akino, President（Code number：7167 Prime Market,Tokyo Stock Exchange)

Notice Regarding Transfer of Credit Guarantee Companies within Our Group throughDividend in Kind and Share Exchange

Mebuki Financial Group, Inc. (“Mebuki”) announces it has resolved at the meeting of the board of directors heldon January 30, 2023 that Mebuki shall acquire all shares of The Joyo Credit Guarantee Co., Ltd.(“Joyo CreditGuarantee”) from The Joyo Bank, Ltd.(“Joyo Bank”, a wholly-owned subsidiary of Mebuki). At the same time, it
has resolved to transfer credit guarantee companies within its group through the share exchange between Mebuki
Credit Guarantee Co., Ltd.(“Mebuki Credit Guarantee”) as the wholly owning parent company and Joyo Credit
Guarantee as the wholly owned subsidiary. In addition, the share exchange will be conducted subject to approval
by resolutions of Joyo Bank, at its meeting of board of directors, and Mebuki Credit Guarantee and Joyo Credit
Guarantee, at each of their extraordinary general meeting of shareholders held on February 3,2023.

Description
1. Background and reason for the transfer
In the third Medium-Term Group Business Plan, “Build a sustainable management base” is set up as one of thebasic strategies. Based on the strategy, Mebuki will work to build a highly productive management basethrough streamlined management and strengthen the group governance system.
On April 1, 2023, through a dividend in kind, Mebuki will acquire all the shares of Joyo Credit Guarantee, thewholly-owned subsidiary of Joyo Bank. After that, Joyo Credit Guarantee will be the wholly owned subsidiaryof Mebuki Credit Guarantee through the share exchange within Joyo Credit Guarantee and Mebuki Credit
Guarantee.
After reorganization of credit guarantee companies within our group, we will provide higher quality
comprehensive financial services to our group's customers, including both Joyo Bank and The Ashikaga Bank.,
Ltd., while optimizing group management resources by unifying business processes and consolidating
operations.
2. Summary of dividend in kind(1)Surplus appropriation
Other retained earnings of Joyo Bank will be appropriated for the dividend in kind.
①Type 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 as follows.
Trade Name
The Joyo Credit Guarantee Co., Ltd.

Number of Shares

Shareholding Ratio

60,000 shares

100％

Book Value
1,139,041,605yen

②Allocation 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.
(2) Schedule of the dividend in kind
Approval by the Board of Directors (Mebuki)

January 30, 2023

Approval by the Extraordinary General Meeting of Shareholders (Joyo Bank)

January 30, 2023

Effective date

April 1, 2023 (scheduled)(3) Overview of the companies that will pay the dividend in kind
Trade Name

The Joyo Bank, Ltd.

Location

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

Representative

Tetsuya Akino, President

Business

Banking business

Capital Stock

85,113 million yen

Establishment

July 30, 1935

Net Assets

566,234 million yen (as of September 30, 2022)

Total Assets

13,187,463 million yen (as of September 30, 2022)

Shareholder andShareholding Ratio

Mebuki Financial Group, Inc. 100%
Capital Ties

Current relationshipbetween Mebuki andJoyo Bank

PersonnelRelationships
BusinessRelationships
RelatedParties

Mebuki is applicable to the wholly-owning parent company ofJoyo Bank.
 Tetsuya Akino, President of Mebuki, concurrently serves as
Director, President of Joyo Bank.
 Kiyoshi Nozaki and Toshihiko Ono, Director of Mebuki,
concurrently serve as Director, Managing Executive Officer of
Joyo Bank.
Business management, deposit, guarantee, and administration
outsourcing transactions
Mebuki is applicable to a related party as the parent company ofJoyo Bank.

3. Summary of the share exchange(1) Schedule of the share exchange
Approval by the Board of Directors (Mebuki)

January 30, 2023

Approval by the Board of Directors (Joyo Bank)

February 3, 2023(scheduled)

Approval by the Extraordinary General Meeting of Shareholders(Mebuki Credit Guarantee, Joyo Credit Guarantee)
Contract date of the share exchange(Mebuki Credit Guarantee, Joyo Credit Guarantee)
Effective date of the share exchange

February 3, 2023
(scheduled)February 3, 2023
(scheduled)
April 1, 2023(scheduled)(2) Cash delivered upon the share exchange
The share exchange will be conducted without consideration. No shares will be delivered to us as theshareholder of the wholly owned subsidiary in the share exchange from Mebuki Credit Guarantee, the whollyowning parent company.

(3) Handling of stock acquisition rights and bonds with stock acquisition rights
No stock acquisition rights and bonds with stock acquisition rights are issued by Joyo Credit Guarantee.
(4) Overview of wholly owning parent company
Trade Name

Mebuki Credit Guarantee Co., LtdLocation

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

Representative

Hiroo Shimada, President

Business

Credit guarantee business

Capital Stock

50 million yen

Establishment

December 21, 1978

Shareholder andShareholding Ratio

Current relationshipbetween Mebuki andMebuki Credit Guarantee

Mebuki Financial Group, Inc. 100%
Capital Ties

Mebuki is applicable to the wholly-owningparent company of Joyo Credit Guarantee.

Personnel Relationships

None

Business Relationships
Related Parties

Mebuki provides management andadministrative services.
Mebuki is applicable to a related party as theparent company.

Financial Results and Position of Joyo Credit Guarantee for the Last Three Years
Fiscal Year

Fiscal Year 2019

Fiscal Year 2020

Fiscal Year 2021

Net Assets

27,848 million yen

9,308 million yen

10,808 million yen

Total Assets

47,980 million yen

31,062 million yen

35,138 million yen

Net assets per Share

278,484 yen

93,082 yen

108,086 yen

Operating Revenue

3,518 million yen

3,502 million yen

3,791 million yen

Operating Income

1,726 million yen

2,075 million yen

2,314 million yen

Net Income

1,160 million yen

1,394 million yen

1,527 million yen

11,605 yen

13,945yen

15,270 yen

Net Income per Share(5)Overview of wholly owned subsidiary
Trade Name
Location
RepresentativeBusiness
Capital Stock
Establishment
Shareholder andShareholding Ratio

Current relationship

The Joyo Credit Guarantee Co., Ltd.
4-12, Minami-machi 3-chome, Mito, Ibaraki
Hiroo Shimada, President
Credit guarantee business30 million yen
April 20, 1978
The Joyo Bank, Ltd. 100% (before dividend in kind)

Capital Ties

Mebuki is applicable to theindirectly-wholly-owning parent company of Joyo
Credit Guarantee.

Personnel Relationships

None

Business Relationships

None

between Mebuki andJoyo Credit GuaranteeRelated Parties

Mebuki is applicable to a related party as theindirectly-owning parent company of Joyo Credit
Guarantee.

Financial Results and Position of Joyo Credit Guarantee for the Last Three Years
Fiscal Year

Fiscal Year 2019

Fiscal Year 2020

Fiscal Year 2021

Net Assets

14,248 million yen

16,287 million yen

17,625 million yen

Total Assets

35,769 million yen

36,459million yen

35,850 million yen

Net assets per Share

237,479 yen

271,458 yen

293,762 yenOperating Revenue

3,477 million yen

3,306 million yen

2,883 million yen

Operating Income

2,317 million yen

2,449 million yen

1,539 million yen

Net Income

1,915 million yen

2,038 million yen

1,338 million yen

31,924 yen

33,978 yen

22,303 yen

Net Income per Share
4. Status after the share exchange

Summary of Mebuki Credit Guarantee described above “(4) Overview of wholly owning parent company “ willremain the same: each trade name, locations, representative, business and fiscal year.
5. Future outlook
Being an internal transaction, this dividend in kind will not affect the consolidated shareholders’ equity and theconsolidated financial results.
【Current Group Structure】
100％
100％

6 subsidiaries
The Joyo Bank, Ltd.

(Including Joyo Credit Guarantee)

The Ashikaga Bank, Ltd.

4 subsidiaries

100％
Mebuki Lease Co., Ltd.

Mebuki
Financial

100％
Mebuki Securities Co., Ltd.

Group, Inc.
100％
100％

Mebuki Credit Guarantee Co., Ltd.

Mebuki Card Co., Ltd.

【Group Structure after April 1, 2023】
100％

The Joyo Bank, Ltd.

100％

The Ashikaga Bank, Ltd.

100％
Mebuki
Financial

5 subsidiaries

4 subsidiaries

Mebuki Lease Co., Ltd.

100％
Mebuki Securities Co., Ltd.

Group, Inc.
100％

Mebuki Credit Guarantee Co., Ltd.

100％

100％

The Joyo Credit Guarantee Co., Ltd.

End
Mebuki Card Co., Ltd.