To create a local community better suited to bringing each person’s hope to life
―an Engagement Bank Group that works closely with the community―

September 6, 2024

Notice Concerning Commencement of Tender Offer for Shares, Etc., of
EDGE Technology Inc. by The Chiba Bank, Ltd. (Summary*)
To realize “Creating the Optimal Customer Experience,” aiming to further enhance DX strategy andcustomer experience through the use of AI technology.

The Chiba Bank, Ltd. (President: Tsutomu Yonemoto) (“Chiba Bank”) hereby announces that its Board of
Directors has resolved at the meeting held on September 6, 2024, to acquire the common shares and the shareoptions of EDGE Technology Inc. (Representative Director: Koji Sumimoto) (“EDGE Technology”) through atender offer (the “Tender Offer”) pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as
amended).
*Please refer to the website (https://www.chibabank.co.jp/english/pdf/topic/2024/topic20240906_01.pdf).

■ Background and Circumstance
The Chiba Bank Group has set “creating a local community better suited to bringing each person’s hope to life” as
the “Purpose” and, under the current Mid-term plan, “Evolution of the customer-focused business model” as theoperational guidelines, and is prioritizing efforts to strengthen the five value creation bases (“DX,” “GX,”“Alliances,” “Human Capital,” and “Group Governance”). Especially in the DX field, Chiba Bank considers thatdeepening alliances with different industries and promoting collaboration will result in providing the value toeach stakeholder.
Under these circumstances, Chiba Bank received a proposal from Mr. Koji Sumimoto, the Representative Directorof EDGE Technology, to sell his shares of EDGE Technology, and has decided to implement the Tender Offer
because it considered that this project would contribute to the enhancement of the corporate value of bothcompanies and realize the synergies.

■What We Aspire for
Under the “Purpose” and “Vision,” the universal management philosophy, the Chiba Bank Group is working tofurther improve engagement with its customers by creating the optimal customer experience through DX. The Chiba
Bank Group is further strengthening its framework by establishing the AI Solution Lab within the Digital Strategy
Division to oversee the use of AI within the Group on Monday, September 2, 2024, and aims to further enhance thecustomer experience through the use of AI technology in the three areas of “Digital Contact with Customers,”“Chiba Bank Group’s Business Activities,” and “Customer’s Business Activities.”
Through this transaction, the Chiba Bank Group expects to realize a variety of synergies far beyond the existingframework, including further enhancement of One-to-One marketing, business reforms using AI and its deployment
to alliance banks, and “DX for the whole region,” including the provision of AI solutions. In addition, the Chiba
Bank Group expects that EDGE Technology will be able to strengthen its solution proposals for solving social issues
with AI business at its core by maximizing the utilization of the Chiba Bank Group's management resources.
The Chiba Bank Group and EDGE Technology share the same philosophy and direction of aiming for their own
growth through solving social issues, and will strive to further enhance the corporate value of both companies bymutually utilizing their management resources and realizing more sophisticated DX strategy utilizing AI throughvarious collaborations.

[What We Aspire for]

■Outline of the Tender Offer
Target Company
Methods and Processes
Tender Offer Period
Tender Offer Price
Premium

EDGE Technology Inc. (Securities Code: 4268)
Tender offer for the common shares and the share options
From Monday, September 9, 2024 to Wednesday, October 23, 2024 (30 businessdays)
Common shares: 841 yen per share
Share options: 1 yen per unit
A premium to the closing price on September 5, 2024: 58.98 %A premium to the simple average of the closing price for the past one (1) month up
to September 5, 2024: 53.47 %A premium to the simple average of the closing price for the past three (3) months
up to September 5, 2024: 48.06 %A premium to the simple average of the closing price for the past six (6) months up
to September 5, 2024: 41.82 %7,190,600 shares

Minimum Number of
Shares to Be Purchased
Maximum Number of None
Shares to Be Purchased
Aggregate
Tender About 9,070 million yen
Offer PriceFinancing Method
OthersTo be financed with cash on hand
The Board of Directors of EDGE Technology, following the opinion of its Special
Committee, expressed its opinion to support the Tender Offer and recommended its
shareholders to tender their shares in the Tender Offer. Chiba Bank entered into atender agreement with Mr. Koji Sumimoto, the Representative Director and thelargest shareholder of EDGE Technology.
End＜Contact information＞
Corporate Planning Division (IR department）
Tel: +81-43-301-8459

To create a local community better suited
to bringing each person’s hope to life

Acquisition of EDGE Technology
Inc. through a Tender Offer
September 6, 2024
The Chiba Bank, Ltd.
(Securities code: 8331;
Tokyo Stock Exchange, Prime Market)

１．Highlights of the Tender Offer

P.3

２．Understanding of Current
Situation / Growth Strategies

P.7

３．Purpose of the Tender Offer /What We Aspire for

P.10

４． Synergy / AI Strategy

P.13

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

2
2

Highlights of the Tender Offer
Key Points of the Tender Offer■Chiba Bank will implement the Tender Offer as part of the transaction to make EDGE Technology a wholly-owned
subsidiary and will realize, through the mutual utilization of management resources, the upgrading of its AI
strategy and the creation of synergies.
■On September 6, 2024, the Board of Directors of EDGE Technology, following the opinion of its Special

Committee, expressed its opinion to support the Tender Offer and recommended its shareholders to tender theirshares in the Tender Offer. On the same day, Chiba Bank entered into a tender agreement with Mr. Koji Sumimoto,the Representative Director and the largest shareholder of EDGE Technology.
■The aggregate tender offer price is approximately 9 billion yen. The settlement date of the Tender Offer will be on
October 30, 2024. Chiba Bank will make EDGE Technology its wholly-owned subsidiary through the squeeze-out

procedure.

Strategic Purpose of the Chiba Bank Group■To utilize AI technology to further advance the “Creating the Optimal Customer
Experience” in the DX strategy.
■To enhance the corporate value by accelerating growth and improving service quality
through inorganic investments.
Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

33Outline of the Tender Offer

Tender Offeror

The Chiba Bank, Ltd.

Target Company

EDGE Technology Inc.

Tender Offer Period

From Monday, September 9, 2024 to Wednesday, October 23, 2024 (30 business days)

Tender Offer Price

841 yen per share

Premium

A premium to the closing price on September 5, 2024: 58.98 %A premium to the simple average of the closing price for the past one (1) month up to September 5, 2024: 53.47 %A premium to the simple average of the closing price for the past three (3) months up to September 5, 2024:
48.06 %A premium to the simple average of the closing price for the past six (6) months up to September 5, 2024: 41.82 %Minimum Number of Shares
to Be Purchased

7,190,600 shares

Maximum Number of Shares
to Be Purchased

None

Aggregate Tender Offer Price

9,070 million yen

Upcoming Procedures

September 6, 2024

September 9, 2024

October 24, 2024

October 30, 2024

Announcement of
the Tender Offer

Commencement of
the Tender Offer

Announcement of theresult of the Tender
Offer

Settlement
commencement dateof the Tender Offer*Please refer to the Timely Disclosure as to share options.

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

44Outline of EDGE Technology Inc.
Edge Technology Inc. has built up its own AI personnel database since its establishment in 2014 and has its strength in its
unique position in the “AI x Freelance” area.
Representative
Director

Mr. Koji Sumimoto

Listed Market

TSE Growth (4268): Listed on February 17, 2022

Date of
Incorporation

May 12, 2014

Address

7-1 Kanda-Mikuracho, Chiyoda-ku, Tokyo

Number of Employees(excluding temporary
employees)

98 people (as of April 2024)
EDGE Technology conducts the planning, data collection, model development,
and production implementation of data-driven projects in a continuous
streamlined method and provides skills and human resources for the projects
with its own AI database which is focused on freelancers.

➢

AI Solution Services
Providing purpose-built solutions, technical advisory and professional
services➢

AI Education Services
Offering a wide range of highly specialized AI courses with experienced
instructors

Business➢

Characteristics

Sales

2,862 million yen

Operatingprofit

101 million yen

Operatingprofit ratio

3.5％

Total assets

981 million yen(Fiscal year ended April 2024)

AI Product Services
Developing and selling AI-implemented products to solve issues andimprove operational efficiency

EDGE Technology’s main business is the development of AI solutions
using freelancers. EDGE Technology has established a leading position
with no clear competitors in the “AI x Freelance” positioning.

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

55

１．Highlights of the Tender Offer

P.3

２．Understanding of Current
Situation / Growth Strategies

P.7

３．Purpose of the Tender Offer /What We Aspire for

P.10

４． Synergy / AI Strategy

P.13

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

66Understanding of Current Situation
As we pursue our “Purpose” and “Vision”, we are facing further accelerating changes of the environment.
〇 The Chiba Bank Group is committed to “the evolution of the customer-focused business model” under its current Mid-

Understandin
g of Current
Situation

Title

term Plan, under the “Purpose” of “creating a local community better suited to bringing each person’s hope to life”.
〇 In order to solve social issues that the Chiba Bank Group and local stakeholders commonly face in this acceleratingchanges of the environment, such as the declining birthrate, aging population, labor shortage, and DX demands, it isnecessary to further expand the foundation for value creation.
The 15th Mid-term Plan Engagement Bank Group – Phase 1 (Plan Period: April 2023 to March 2026)

To create a local

Operational Guidelines: Evolution of the customer-focused business model
Operational Policies■ Practice “Sustainability Management” by providing societal value to the community
Basic Policy Ⅰ：Creating the optimal
customer experience
Basic Policy Ⅱ： Enhancing the qualityof existing business

Bases

Base ⅡＤＸ

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

suited to bringing
hope to life

Basic Policy Ⅲ： Providing new value

Vision
An Engagement

Base Ⅲ

ＧＸ

community better
each person’s■Enhance the “Value Creation Bases”
Base Ⅰ

PurposeAlliances

Base Ⅳ

Human CapitalBase ⅤGroup
GovernanceBank Group thatworks closely withthe community
77

Growth Strategies
Direction of growth strategies in the current Mid-term Plan

〇 The Chiba Bank Group's strategy for value creation and sustainable growth aims to enhance the quality ofexisting businesses (organic growth) and provide new value (inorganic growth).

GrowthStrategies〇 To enhance the corporate value by accelerating growth and improving service quality through inorganic
investments utilizing capital.

Expansion of Business areas

Societal Value

Functional Value

Accelerate Growth
Strategies

Enhance quality of existing business

Organic Growth

Creating new value by
capturing growth areas

Screening
AI Utilization

Real Estate
Funds

Internet
loan

■
■

This
Project

App /PortalInvestment
TrustsFour Major
Policies

Onad

Metaverse
Business

Expand service areas in DX and non-financial businesses
Strengthening the horizontal integration function (roll-up) with existing businesses

Part 2

Part 3ChibaginMarketTSUBASAAML Center

Electric Power andEnergy Business

Provide new value(New business, non-financial business)

Inorganic Growth
Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

Capital Utilization■Balanced growth investment
and enhanced returns

Enhancement ofCorporate Value■ Improvement of ROE and PBR
88

１．Highlights of the Tender Offer

P.3

２．Understanding of Current
Situation / Growth Strategies

P.7

３．Purpose of the Tender Offer /What We Aspire for

P.10

４． Synergy / AI Strategy

P.13

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

99

Purpose of the Tender Offer
Strengthening our capability to solve social issues by utilizing external management resources to respond to accelerating changes of environment.

Purpose of
the TenderOffer① Responding tochanges ofenvironment■ To improve labor productivity by utilizing AI to solve social issues such as the declining
birthrate, aging population, and labor shortage.

② Utilizing externalmanagement
resources■ Chiba Bank will gain prior access to freelance AI personnel network of EDGE Technology, which
has a strong presence in the AI industry which is continuously facing competition for talent.
■ EDGE Technology can leverage its strengths in AI Solutions, AI Education, and AI Products by
utilizing the Chiba Bank Group's extensive customer base.

③ Synergies withexisting businesses④ Inorganic growth

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

■ Realizing “DX for the whole region” by promoting further improvement of the existing DX
business and providing more value to customers in the local community.
■ Accelerating improvements of digital marketing and efficiency of banking operations.
■ Leading to horizontal expansion into alliances and expansion of group business■ Increased exposure in non-financial businesses will enable strategic diversification of businessportfolio.

1010What We Aspire forEnhancing expertise and proposal capabilities through the provision of AI services to customers in the local community

Chiba BankEDGE Technology

Efforts at Both Companies

Purpose

Corporate Philosophy

To create a local community better
suited to bringing each person’s
hope to life

Vision
An Engagement Bank Group thatworks closely with the community

Mid-term Plan

Bringing happiness to people aroundthe world through technology
Working withEDGE Technology
to drive AI
strategy andrealizing advanceof solutions.

Ⅰ: Creating the optimal customer
experience
Ⅱ: Enhancing the quality of existing
business
Ⅲ: Providing new value

DX Strategy
Personalization Strategy
Regional Ecosystem Strategy

What we strive forEnhancing expertise and proposal
capabilities through the provision of
AI services to customers in the local
community

Strengthening
expertise throughworking on projects
in the financial
sector andcompanies in Chiba
Prefecture.

Basic Policies
Ⅰ: For the happiness of people aroundthe world
Ⅱ: The age when humans create AI
Ⅲ: Optimal AI services

Business Strategy
Collaboration among AI Solution
Services, AI Education Services and
AI Product Services

Further advance of customer experience through utilizing AI technology / Further expansion of business scale through synergy creation

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

11
11

１．Highlights of the Tender Offer

P.3

２．Understanding of Current
Situation / Growth Strategies

P.7

３．Purpose of the Tender Offer /What We Aspire for

P.10

４． Synergy / AI Strategy

P.13

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

1212Expected Synergies
Pursuing synergies by combining EDGE Technology’s strength and the Chiba Bank Group's business base.
Business andStrength of EDGETechnology

Expected
Synergies
Chiba Bank GroupAI
Solution
Services

AI
Education
ServicesAI
Product
Services

Priority access to dispersed
knowledge and personnel in themarketAI
Knowledge

AI
Personnel

Strong
Point

Deepening DX and AI
Strategy
Digital Marketing

Strengthening customer solutions➢

Expansion of ICT consulting service lineup➢

Discovering and proposing solutions to customer companies'
management issues through utilizing AI

Customer
DemandForecast

Improvement of efficiency andsophistication of internal operations➢

Automation, efficiency and sophistication of business processes➢

Expediting judgment and decision-making through utilizing AI

Utilizing AI invarious fields

Improvement of employee's AI/DX ability➢

Using AI Education Services to raise employee's understandingof AI/DX➢

Sharing of AI knowledge and experience from
employees/freelancers of EDGE Technology to employees of
Chiba Bank

Scoring Model

Business
ReformEnhancement of brand power
Freelance AI Personnel
Platform

EDGE Technology
Utilizing customer sales strength (quantitative)
Utilizing data held by Chiba Bank (qualitative) (*)

Providing AI services tocompanies in diverse industries
and business sectors, anddeveloping and selling AI
products

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

Enhancement of brand power

Further advance of customer
experience through utilizing AI
technology
Further expansion of businessscale through synergy creation(*) Chiba Bank does not currently intend to have EDGE Technology develop AI that requires Chiba Bank to provide customer information (except formasked data) to parties outside of Chiba Bank (including EDGE Technology itself). In the event that Chiba Bank consider such development in the future,
Chiba Bank and EDGE Technology will thoroughly examine the management system and other measures taking into account laws and regulations before
implementing such. The same applies to the following sections that refer to the use of data owned by Chiba Bank.

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AI Strategy (1)Utilizing AI technology in each business area to further advance the “Creating the Optimal Customer Experience.”

Chiba Bank DX [3.0]

Retail customer
needs
Personalization
Strategy

Evolution of
Financial
Operations

Creating the Optimal
Customer Experience
Evolution of thecustomer-focusedbusiness model
Regional
Ecosystem
Strategy

Creation ofNon-financial
Operations

Corporate customer
needs

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

Future Direction

Development ofdigital infrastructure
to connect withcustomers

Personal Apps
Corporate Portals

Development of
infrastructure formore efficientbanking operations

paperlessseal-less

Supporting
operations throughplatforms and newtechnology

Platforms
BaaS
New Technologies

Digital support forneeds

Regional trading company

Digital support forsales

Advertising Business

Digital Marketing to
improve strategic
outcomes

Aiming to further enhance the customer
experience through utilizing AI technology

Utilization Domain Ⅰ
Enhancement of digital contact withcustomers

Utilization Domain Ⅱ
Enhancement of the Chiba Bank Group'sbusiness activities

ChibaginMarketAD

Accelerate strategy
through humanresources development

Utilization Domain Ⅲ
Enhancement of customer businessactivities

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AI Strategy (2)Utilizing AI technology in each business area to further advance the “Creating the Optimal Customer Experience.”
AI Utilization Domains

Aiming to further enhance the customer
experience through utilizing AI
technology

Utilization Domain Ⅰ
Enhancement of digital contact
with customers➢

Further advancing marketing with data and machine learning to enable marketing by prediction➢

Transform the customer experience by utilizing AI in digital services such as “the Chibagin app and“Corporate portal”
Enhance customer experience by incorporating AI technology into products and services for customers➢⇒ Further enhance One-to-One marketing through “detection” and “prediction” using data and AI

Utilization Domain Ⅱ
Enhancement of the Chiba
Bank Group's businessactivities

Utilization Domain Ⅲ
Enhancement of customer
business activities➢➢⇒

Transforming the way employees work by utilizing AI in Chiba Bank Group's operations.
Packaging effective AI solutions and laterally expanding them to alliance banks (TSUBASA /CYP)Consider AI-based business reforms for all business activities of the Chiba Bank Group.

➢

Listening to the needs of customers in the companies and government in the local
community. Developing and providing AI solutions to increase engagement with the community.

➢

Packaging effective AI solutions and horizontally expanding them to wide range of customers
in the community.
Developing AI solutions across regions in collaboration with alliance banks (TSUBASA / CYP)➢⇒ “DX for the whole region,” including the provision of AI solutions, not just ICT

Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

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Disclaimer[Regulations on Solicitation]
This material is to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting the sale of shares. Ifshareholders wish to make an offer to sell their shares, they are advised to first read the tender offer explanatory statement for theTender Offer and make an offer to sell their shares pursuant to their own independent decision. This material does not constitute, norform part of, an offer or solicitation to sell, or a solicitation of an offer to purchase, any securities. In addition, neither this material(nor any part of it) nor the fact of its distribution shall form the basis of any agreement regarding the Tender Offer, nor may it be relied
on in connection with executing any such agreement.

[U.S. Regulations]
The Tender Offer will not be conducted, directly or indirectly, in or targeted at the United States, nor through the U.S. postal mailservices or other interstate or international commercial methods or means (including, but not limited to, telephone, telex, facsimile, email, and Internet communication), nor through any stock exchange facilities in the United States. No tender in the Tender Offer may
be made through any of the aforementioned methods or means, through the said stock exchange facilities, or from the United States. In
addition, this material will, or may, be sent or distributed in, to, or from the United States by the postal mail services or other means,and no such sending or distribution may be made. No tender in the Tender Offer that violates, directly or indirectly, any of theaforementioned restrictions will be accepted.
Solicitation to purchase securities or other equivalent instruments is not conducted to residents in the United States or within the
United States. Even if such securities or other equivalent instruments are sent to the Tender Offeror by residents in the United States orfrom the United States, they will not be accepted.
[Other Countries]
Some countries or regions may impose legal restrictions on the announcement, issuance, or distribution of this material. In such cases,
please take note of such restrictions and comply with them. Even upon receiving this press release, such receipt shall not constitute a
solicitation of an offer to sell or an offer to purchase share certificates, etc. related to the Tender Offer and shall be deemed to be a
distribution of materials for informative purposes only.
Copyright © 2024 The Chiba Bank, Ltd. All Rights Reserved.

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If you have any comments, opinions, or inquiries regarding
this material, please contact the IR department below.

The Chiba Bank Ltd.
Corporate Planning Division (IR department）
Tel : 043-301-8459
Fax: 043-242-9121
E-Mail: ir@chibabank.co.jp
This material is prepared for informational purposes only and is not intended as an offer orsolicitation to buy or sell any particular security.
All or part of the information contained in this material is subject to revision or change
without notice.
This material contains forward-looking statements. Such statements are not guarantees of
future performance and involve risks and uncertainties. Please note that future results may
differ due to changes in the business environment and other factors.

17