Japan Post Bank Co., Ltd. TSE:7182
JAPAN POST BANK : Notice Concerning the Determination of Matters related to Share Repurchases (Share Repurchases under the Articles of Incorporation Complying with Article 459, Paragraph 1 of the Companies Act)
Source: MarketScreener
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
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December 23, 2025
Company Name: JAPAN POST BANK Co., Ltd.
Representative: KASAMA Takayuki, President & CEO, Representative Executive Officer Member of the Board of Directors
(Securities Code: 7182, Tokyo Stock Exchange Prime Market)
Notice Concerning the Determination of Matters related to Share Repurchases (Share Repurchases under the Articles of Incorporation
Complying with Article 459, Paragraph 1 of the Companies Act)JAPAN POST BANK Co., Ltd. (the "Company") hereby announces that it has resolved matters related to share repurchases under Article 39, Paragraph 1 of the Articles of Incorporation complying with Article 459, Paragraph 1, Item 1 of the Companies Act at the Board of Directors meeting held on December 23, 2025, as described below.
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Reasons for the share repurchases
In its mid-term management plan (FY 2021 - FY 2025), the Company has adopted a policy of managing its capital policy in a manner that balances shareholder returns, financial soundness, and investment for growth. Pursuant to this plan, the repurchase of the Company's shares through an off-auction own share repurchase trading on the Tokyo Stock Exchange Trading NeTwork system (ToSTNeT-3) (the "Off-Auction Share Repurchase") and the repurchase of the Company's shares in the open market under discretionary transaction contracts with respect to the repurchase of shares (the "Market Share Repurchase" and together with the Off-Auction Share Repurchase, the "Share Repurchases") will be implemented with the aim of improving capital efficiency and enhancing shareholder returns. On the other hand, under the Postal Service Privatization Act, JAPAN POST HOLDINGS Co., Ltd., the parent company of the Company, is required to dispose of all of the Company's shares as soon as practical while taking into consideration the Company's business situation and the impact on the performance of the Company's obligation to ensure universal services. Due to past secondary offerings of shares by JAPAN POST HOLDINGS Co., Ltd. in line with this purpose and other factors, the ratio of voting rights of our shares held by JAPAN POST HOLDINGS Co., Ltd. is currently around 49.9%. In order to maintain the current ratio or less after the share repurchases, it will be necessary to acquire almost the same number of our shares from JAPAN POST HOLDINGS Co., Ltd. as the general shareholders. Based on these circumstances and the above policies, the Company intends to conduct the share repurchases to improve capital efficiency and enhance shareholder returns.
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Details of the share repurchases
Class of shares to be repurchased: Common stock of the Company
Total number of shares to be repurchased: 23,000,000 shares (maximum)
(The ratio of the total number of shares to be repurchased to the total number of shares issued (excluding treasury stock): 0.6%)
Aggregate repurchase price of shares to be repurchased: 30.0 billion yen (maximum)
Repurchase period: From Wednesday, December 24, 2025 to Tuesday, March 24, 2026
Method of repurchase: Purchases through the off-auction own share repurchase trading on the Tokyo Stock Exchange Trading NeTwork system (ToSTNeT-3) and Market purchases under discretionary transaction contracts with respect to the repurchase of shares
In addition to the matters as described above, any matters required for the share repurchase shall be determined at the sole discretion of the President & CEO, Representative Executive Officer of the Company.
(Note 1) The Share Repurchases are implemented before the annual accounts for the fiscal year ending March 31, 2026 are approved. Under the Companies Act, the Company can repurchase its own shares if it is reasonably determined unlikely that the distributable amount at the end of the fiscal year that includes the date of such share repurchase will be a deficit. Although the Company currently has sufficient distributable amount to conduct the Share Repurchases, there is a possibility that the Share Repurchases will not be conducted in whole or in part, if it is no longer possible to reasonably expect that the necessary distributable amount will be available at the end of March 2026 due to the occurrence of significant fluctuations or disruptions in the financial markets, such as a sharp decline in the share prices of companies listed on Tokyo Stock Exchange, the rapid appreciation of the yen, a significant rise in domestic or overseas long-term interest rates or a significant widening of overseas credit spreads, by the end of this fiscal year (the end of March 2026).
(Note 2) Following the resolution by the Board of Directors of the Share repuchase, JAPAN POST HOLDINGS Co., Ltd. has notified the Company of its plan to place a sell order for a portion of the Company's common stock against the purchase in the future when the Company makes a decision on the implementation and conditions (acquisition price) of the Off-Auction Share Repurchase following the resolution by the Board of Directors. In subsequent share repurchases, the Company will continue to consider ways to maintain the ratio of voting rights of the Company's shares held by JAPAN POST HOLDINGS Co., Ltd. at 50% or less as described "1. Reasons for the share repurchases". Therefore, depending on the status of the ratio of voting rights of the Company's shares held by JAPAN POST HOLDINGS Co., Ltd., repurchase price of shares to be repurchased based on this resolution significantly less than the "Aggregate repurchase price of shares to be repurchased" stated above. JAPAN POST HOLDINGS Co., Ltd. will remain the parent company of the Company after the Share Repurchases.
- Matters pertaining to transactions with controlling shareholders
Whether to fall under the transactions, etc. with controlling shareholders and status of compliance with the Policy on Measures to Protect Minority Shareholders
As mentioned above, JAPAN POST HOLDINGS Co., Ltd., which is the controlling shareholder of the Company, may sell a part of the Company's shares that it holds in connection with the Off-Auction Share Repurchase as part of the Share Repurchases and it falls under "the significant
transactions with controlling shareholders" prescribed in Rule 441-2 of the Securities Listing Regulations of Tokyo Stock Exchange, Inc.
The "Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder" which were presented in the corporate governance report published on November 28, 2025 states that, with regard to important transactions between the Company and Japan Post Group companies as well as atypical transactions between the Company and its major shareholders, the Board of Directors conducts surveillance to ensure that the interests of the Company or the joint interests of shareholders are not harmed by approving such transactions based on discussions at meetings of the Board of Directors. The Off-Auction Share Repurchase as part of the Share Repurchases was resolved in accordance with this policy.
Matters regarding measures to secure fairness and measures to avoid conflicts of interest With regard to the Off-Auction Share Repurchase as part of the Share Repurchases, in conformity with the purpose of this policy, thirteen directors who have no special vested interests with the controlling shareholder (including nine outside directors), confirmed that the Off-Auction Share Repurchase will be implemented with the aim of improving capital efficiency and enhancing shareholder returns, after engaging in sufficient discussions, and unanimously passed a resolution regarding the implementation of the Off-Auction Share Repurchase by the directors in attendance, at the meeting of the Board of Directors held on December 23, 2025. Kazuyuki Negishi, a director of the Company, did not participate in the discussion and resolution on the Off-Auction Share Repurchase as having special vested interests, since he concurrently holds the position of the Representative Executive Officer of JAPAN POST HOLDINGS Co., Ltd., which is the controlling shareholder of the Company.
In addition, the Company will conduct the Off-Auction Share Repurchase using the Off-auction Own Share Repurchase Trading system (ToSTNeT-3) at the closing price of the day immediately preceding the repurchase date (reflecting final bid-asked quotations) to secure fairness in the trading conditions.
Summary of the opinion obtained from the parties with no interests in the controlling shareholders regarding the fact that the relevant transactions, etc. are not disadvantageous to minority shareholders
The Company received, on December 23, 2025, a written opinion from its audit committee members among the outsider directors who are also the independent directors whose role is monitoring the operations of the directors and the executive officers of the company with nomination committee, etc., (meaning outside directors who are unlikely to have conflicts of interest with general shareholders of the Company), Mr. Hiroshi Kawamura, Mr. Kenzo Yamamoto, Mr. Keiji Nakazawa, and Ms. Akane Kato, who are outside directors of the Company, stating that the Off-Auction Share Repurchase as part of the Share Repurchases will not harm the interests of the minority shareholders, because: (i) the Off-Auction Share Repurchase will be implemented with the aim of improving capital efficiency and enhancing shareholder returns, and not aiming or intending to harm interests of the minority shareholders; (ii) the resolution on the Off-Auction Share Repurchase at the meeting of the Board of Directors was made by directors who do not have special vested interests with the controlling shareholder as stated above; and
(iii) fairness in the trading conditions is secured because the transactions will be conducted via
ToSTNeT-3.
As a result, the Company judges that its actions relating to the Off-Auction Share Repurchase comply with its "Policy on Measures to Protect Minority Shareholders in Conducting Transaction with Controlling Shareholders."
(Reference) Status of shareholding of treasury stock as of December 23, 2025 Total number of shares issued (excluding treasury stock): 3,575,808,543 shares Number of shares of treasury stock: 70,177 shares
(The above number of shares of treasury stock does not include shares of the Company held by the Stock Benefit Trust.)