The transactions pursuant to the joint share transfer described in this press release involve securities of a Japanese company.
The joint share transfer is subject to disclosure requirements of Japan that are different from those of the United States.
Financial information included in this document, if any, was excerpted from financial statements prepared in accordance withforeign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws,
since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may
not be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws.
It may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You
should be aware that the issuer may purchase securities otherwise than under the joint share transfer, such as in the open
market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any
conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shallprevail in all respects.

December 10, 2021
To Whom It May Concern:
Company Name:

The Aichi Bank, Ltd.

Representative Name:

Yukinori Ito, President(Code: 8527, First Sections of the Tokyo Stock
Exchange and Nagoya Stock Exchange)

Company Name:

The Chukyo Bank, Ltd.

Representative Name:

Hideo Kobayashi, President(Code: 8530, First Sections of the Tokyo Stock
Exchange and Nagoya Stock Exchange)

Notice Regarding Basic Agreement on Business Integration between
The Aichi Bank, Ltd. and The Chukyo Bank, Ltd.

The Aichi Bank, Ltd. (President: Yukinori Ito; “Aichi Bank”) and The Chukyo Bank, Ltd. (President: Hideo Kobayashi;“Chukyo Bank”; and Aichi Bank and Chukyo Bank collectively, the “Banks”) hereby notify as follows regarding theexecution of the basic agreement (the “Basic Agreement”) today regarding the business integration under the basic policy toestablish a holding company by way of a joint share transfer and a subsequent merger of the Banks under the holding company(the “Business Integration”) following their agreement on proceeding with discussions and consideration of the Business
Integration based on resolutions adopted at their respective board of directors’ meetings held today.

11.

Background to the Business Integration

Aichi Bank and Chukyo Bank, as local financial institutions with their main branches located in Aichi Prefecture, which is acenter for a variety of industries, have fulfilled their social missions and built solid operation bases with the support fromlocal residents.
With recent changes in industrial structures and social environments nationwide such as environmental problems and thepost-COVID-19 environment, in the Aichi Prefecture and the surrounding Tokai area in which the Banks operate (the“Region”), customer needs are becoming more sophisticated and diversified as the management issues of business customers
and the lifestyles of individual customers change and the Banks believe they are at a turning point in terms of expanding theirbusiness opportunities with increased missions and roles as local financial institutions. While the market is becoming
increasingly competitive with new entrants in the financial area from different industries such as fintech companies, the Banks
are required to develop new financial businesses that can be the primary source of revenue, not just as competitors of those
new entrants, but by establishing business alliances that utilize their respective technologies and operating bases and byeffectively taking advantage of deregulation under the Banking Act, thereby building a sustainable profit base andcontributing to the local community as local financial institutions.
Being aware of such management environment and issues and continuing to respond to the expectations of local residents
while the competition with other financial institutions including those in adjacent prefectures intensifies in the fertile marketof the Region, which is expected to expand, the Banks decided that the best option to contribute to the development of theirstakeholders is to utilize the management resources and strengths of the Banks that have built their operation bases in theRegion over many years, achieve business integration between urban financial institutions, enhance their competitive edge
by displaying an outstanding presence, and continue providing advanced financial services. The Banks therefore resolved toproceed with discussions and deliberations on their business integration based on mutual trust and the spirit of equal footing.
2.

Principle and Purpose of the Business Integration

The Banks will endeavor to realize the following objectives for the future to enhance their corporate value and respond to theexpectations of their stakeholders by aiming to respond to the changing business environment through enhancement of theirstable operation base and increase of profitability by taking advantage of the fact that the Business Integration will allow themto increase their market share and to inject additional resources, and also to build a sustainable business model.
(1)

Contribute to the development of the local economy

By taking advantage of their respective strengths, the Banks will contribute to the realization of a sustainable local
community in a proactive and sustainable manner through the provision of the highest standard of financial services as afinancial group with a presence in the Region.
(2)

Respond to increasingly sophisticated and diversified customer needs

By utilizing each other’s personnel, information, and knowhow and maximizing the synergy effect of the Business
Integration, the Banks will build a consulting solution-oriented business model to a level that cannot be achieved
independently and make every effort to respond to the increasingly sophisticated and diversified needs of their customers.
(3)

Establish a corporate atmosphere where personnel are highly motivated to take on new challenges

By promoting prompt harmonization among the officers and employees of the Banks and providing opportunities for
those personnel to participate even more actively, the Banks will motivate employees and build a vibrant corporate climate
where personnel are motivated to take on new challenges.
(4)

Optimally invest managerial resources

By promoting efficiency and rationalization through optimal investment of their management resources, the Banks willbuild a solid operation base that will be popular with customers and trusted by the local community more than ever.
(5)

Realize maximum integration effect

The Banks will promote mutual exchanges of personnel, reorganization of stores, system integration, reorganization ofaffiliate companies, and standardization of operations to maximize the synergy effects.

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3.

Synergy Expected as a Result of the Business Integration

To realize an integration effect promptly after the integration, the Banks will collaborate with each other and consider specificmeasures based on the following synergy effects to draw a dynamic growth curve as a financial group with a presence in theRegion.
(1)

Establishment of a consulting solution-oriented business model

In the Region, where further growth is expected, the Banks will integrate their good relationship with customers,
knowhow and networks, strengthen their consulting functions, work towards the joint development of new products andservices, and enhance their solutions, thereby establishing a business model to make a concerted effort as a group tocontinue to respond to the increasingly sophisticated and diversified needs of their customers.
For business customers, the Banks will utilize their relationships with those customers and support those customers
through business feasibility assessments and other dialogues, and provide advanced solutions by making proposals on
matters such as business matching, business succession, and M&As.
For individual customers, the Banks will enhance non-face-to-face channels and make proposals, tailored to eachcustomer’s life stage, based on their knowhow on matters such as long-term asset building by housing loans, asset
management, and savings for retirement to deal with lifestyle changes due to increased convenience, the declining
birthrate and aging population.
For local residents, the Banks will take advantage of their networks to provide useful and timely information andcooperate in efforts to achieve SDGs in the local community, thereby contributing to the realization of a sustainable
society.
(2)

Development of diverse human resources

The Bank will allocate personnel based on the principle of fair and equitable treatment and placing the right people in theright jobs regardless of which bank that person is from, promptly promote personnel exchanges by, for example, mutuallydispatching people to their areas of strength, establish an optimal and efficient system for the personnel system andcompensation system, create a new corporate atmosphere with a diverse range of people by combining their knowledge
and developing highly specialized personnel, thereby contributing to the development of the region.
(3)

Improvement of management efficiency

The Banks will work to improve operational efficiency that can only be achieved through the business integration between
financial institutions located in the urban area, such as the optimization of stores and sales offices with overlapping
headquarters, organizations and functions and subsidiaries with overlapping lines of business, the standardization ofsystems and administrative procedures, and the digitalization of operations, and focus personnel and other management
resources obtained as a result of those efforts on growth areas to improve the convenience for customers, enhanceadvanced solutions, and strengthen consulting functions.
4.

Method of Integration(1)

MethodThe Banks will proceed with discussions and deliberations on the establishment through a joint share transfer (the “ShareTransfer”) of a bank holding company that is to be the sole parent company of the Banks (the “Holding Company) (i.e.,effecting the Share Transfer) targeted for October 3, 2022 based on the assumption that the Banks will obtain approval of
their respective general meetings of shareholders and obtain the necessary authorizations, etc. from the relevant authorities
for the Business Integration.
With the aim of optimizing the integration effect, the Banks are also proceeding with discussions and deliberations on thebasic policy that the Banks will merge around two years after the effective date of the Share Transfer and that their coresystems will in principle be integrated into Aichi Bank’s core system.

3(2)Policy on Listing of the Holding Company

As the Tokyo Stock Exchange (the “TSE”) and the Nagoya Stock Exchange (the “NSE”) will reorganize the current
market segments into new market segments on or after April 4, 2022, the Banks have already selected and applied forlisting on the Prime Market of the TSE under the TSE’s new market segments, and will be transferred to the PremierMarket of the NSE under the NSE’s new market segments. Due to such reorganizations, the Holding Company plans toapply for its shares of common stock to be listed on the Prime Market and the Premier Market based on the new market
segments under the TSE and NSE, respectively. Besides, the Banks will become a wholly-owned subsidiary of theHolding Company through the Share Transfer, and it is therefore expected that their shares will be delisted from the TSE
and the NSE before the effective date of the Share Transfer.
5.

Share Transfer Ratio

The share transfer ratio in the Share Transfer (the “Share Transfer Ratio”) will be agreed on in the definitive agreement
regarding the Business Integration (the “Definitive Agreement”) through good faith discussions between the Banks taking
into account not only the market price of the shares of the Banks but also various other factors such as the results of future
due diligence and the results of the share transfer ratio valuation by third-party valuation agents to be appointed by each ofthe Banks.
6.

Trade Name, Organization and Officers, and Location of Main Branch and Head Office of the Holding Company(1)

Trade name of the Holding Company

To be agreed on in the Definitive Agreement after consultation between the Banks.
(2)

Organization and officers of the Holding Company(i)Organization: The Holding Company will be a company with an audit and supervisory committee.

(ii)

Representative director: Aichi Bank’s president is to be appointed as president and representative director, andChukyo Bank’s president is to be appointed as vice president and representative director.

(iii)

Structure of other officers: The structure of officers other than the representative directors will be discussed andagreed on by the Banks in the Definitive Agreement.

Note: The above matters are the plan at this point in time, but they might change following future discussions between theBanks.
(3)

Location of the main branch and the head office

The location of the main branch and the head office of the Holding Company will be 3-14-12 Sakae, Naka-ku, Nagoya,Aichi.
Note: The above matters are the plan at this point in time, but they may change following future discussions between theBanks.
7.

Acquisition of Treasury Shares by Chukyo Bank

The Banks have executed a memorandum of understanding dated as of the date of this Notice with MUFG Bank, Ltd.
(President & CEO: Junichi Hanzawa) (“MUFG Bank”) to mutually confirm that, inter alia, (i) MUFG Bank will provide
reasonable cooperation necessary for the implementation of the Business Integration as a shareholder of Chukyo Bank, (ii)
MUFG Bank and the Banks will maintain a good cooperative relationship with the Holding Company even after the Business
Integration, and (iii) Chukyo Bank intends to acquire all of its shares held by MUFG Bank on or before the day preceding
the effective date of the Business Integration (“Acquisition of Treasury Shares”). Further, the Banks and MUFG Bank willcontinue to discuss and deliberate on the method, conditions and other details of the Acquisition of Treasury Shares (ChukyoBank plans on establishing a special committee independent from its board of directors with respect to discussions anddeliberations on the method, conditions, and other details of the Acquisition of Treasury Shares), which will be agreed upon4

between the Banks and MUFG by the execution of the Definitive Agreement.
8.

Establishment of the Integration Planning Committee

The Banks will establish an Integration Planning Committee with their respective directors and presidents as co-chairpersons
focused on discussions regarding the Business Integration in order to ensure the Business Integration is conducted in a smoothmanner.
9.

Schedule
December 10, 2021 (today)

Execution of the Basic Agreement

May 2022 (scheduled)

Execution of the Definitive Agreement
Resolution at board of directors’ meetings regarding the Share Acquisitionof Treasury Shares (scheduled)
Preparation of joint share transfer plan

June 2022 (scheduled)

Ordinary shareholders meetings of the Banks (resolutions for approval of
the joint share transfer plan)

September 29, 2022 (scheduled)

Delisting of the Banks

By September 30, 2022 (scheduled)Completion of Acquisition of Treasury Shares

October 3, 2022 (scheduled)

Establishment of the Holding Company (effective date of the ShareTransfer) and listing of the Holding Company’s shares of common stock

Note: The above matters are scheduled at this point in time, but they are subject to change following future discussions
between the Banks. Obtaining authorizations under the Banking Act and filing with the Fair Trade Commission,etc. is required to effect the Business Integration. If the schedule of the Business Integration is delayed in relation
to those procedures, the Banks will promptly announce that delay.
10. Outline of the Banks(1)

Company outline (as of September 30, 2021)
Trade name

The Aichi Bank, Ltd.

The Chukyo Bank, Ltd.

Location of the main

3-14-12 Sakae, Naka-ku, Nagoya

3-33-13 Sakae, Naka-ku, Nagoya

Representative

Yukinori Ito, President

Hideo Kobayashi, President

Business description

Banking businessBanking businessStated capital

18 billion yen

31.8 billion yen

Date of incorporation

May 15, 1944

February 10, 1943

Total number of issued

Common stock: 10,943,240 shares

Common stock: 21,780,058 sharesFiscal year end

March 31

March 31

Total assets

4,087.4 billion yen

2,352.1 billion yen

Net assets (consolidated)

254.7 billion yen

111.8 billion yen

Balance of deposits (non-3,363.6 billion yen

1,908.7 billion yen

2,654.1 billion yen

1,520.6 billion yen

1,527

1,110

branchshares(consolidated)consolidated)
Outstanding balance ofloans (non-consolidated)
No. of employees(consolidated)
5

No. of branches

10687(including sub-branches)
Major shareholders andThe Master Trust Bank ofshareholding ratio

Japan, Ltd. (Trust Account)
Custody Bank of Japan,

8.91%

MUFG Bank, Ltd.

39.19%

4.09%

Misono Service Co., Ltd.

9.69%

3.15%

Custody Bank of Japan, Ltd.

4.55%

Ltd. (Trust Account)
The Aichi Bank Employee
Shareholding Association(Trust Account 4)

NGK Insulators, Ltd.

2.25%

TOHO GAS Co., Ltd.

2.20%

The Master Trust Bank of

4.05%

Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd.

3.02%

(Trust Account)
Nippon Life Insurance

2.17%

KT Capital Corporation

2.80%

2.08%

The Chukyo Bank

2.19%

Company
Custody Bank of Japan,Ltd. (Trust Account 4)

Employee Shareholding
AssociationMeiji Yasuda Life

1.91%

Insurance Company

Daido Life Insurance

1.51%

Company (Standing proxy:Custody Bank of Japan,Ltd.）

Sumitomo Life Insurance

1.58%

Daiwa Can Company

1.36%

1.45%

Chukyo TV. Broadcasting

1.21%

Company
Sumitomo Realty &Development Co., Ltd.
(2)

Co., Ltd.

Outline of performance for most recent three years (units: million yen)
The Aichi Bank, Ltd.
Fiscal year end

FY 2018

Gross operating profit

FY 2019

The Chukyo Bank, Ltd.

FY 2020

FY 2018

FY 2019

FY 2020

31,56031,05432,75820,811

20,512

22,2506,4104,994

4,645

3,465

3,103

4,504

6,581

6,501

9,329

3,147

3,633

4,801

7,086

4,138

6,043

4,221

3,489

3,632

4,682

2,930

4,266

3,481

2,316

2,333

(non-consolidated)
Net operating profit (nonconsolidated)Core net business income(non-consolidated)
Ordinary profit(consolidated)
Net profit attributable toparent company(consolidated)

Contact Information
The Aichi Bank, Ltd.

General Planning Department

TEL 052-262-9668

The Chukyo Bank, Ltd.

General Planning and Administration Department

TEL 052-249-1613

6