Notice Concerning Share Acquisition Constituting a “Buying Up” of Shares of The Chiba Kogyo Bank, Ltd. (Securities Code: 8337) [PDF: 431KB]

―An Engagement Bank Group that works closely with the community―

(Translation)

This document is an abridged translation of the Japanese original for reference purposes only. In the event of any inconsistency between this translated document and the Japanese original, the Japanese original shall control.

March 28, 2025

Notice Concerning Share Acquisition Constituting a "Buying Up" of

Shares of The Chiba Kogyo Bank, Ltd. (Securities Code: 8337)

The Chiba Bank, Ltd. ("Chiba Bank") hereby announces as follows that Chiba Bank has determined, by the resolution of the Board of Directors as of today, to acquire the shares of The Chiba Kogyo Bank, Ltd. ("Chiba Kogyo Bank") from Ariake Master Fund ("Ariake") (the "Share Acquisition"), and it has entered into a share purchase agreement today with Ariake in connection with the Share Acquisition.

Chiba Bank hereby also announces that the Share Acquisition constitutes a "buying up specified by Cabinet Order as being equivalent to a tender offer" prescribed in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act and Article 31 of the Order for Enforcement of the Act.

1. Reason for Share Acquisition

The Chiba Bank Group has defined its purpose as "to create a local community better suited to bringing each person's hope to life", and has been pursuing both organic and inorganic growth opportunities in the current mid-term plan with the aim of further enhancing its corporate value. Under such circumstances, in January 2025, Ariake approached Chiba Bank about the sale of its shares of Chiba Kogyo Bank.

Chiba Bank considers Chiba Kogyo Bank to be one of the regional banks with growth potential and competitiveness. In view of the continuity of the sound functioning of the regional financial system and the sustainability of the services provision to customers, Chiba Bank decided to acquire such shares of Chiba Kogyo Bank.

From the perspective of developing the local economy and enhancing its corporate value, Chiba Bank plans to proceed to discussions with Chiba Kogyo Bank with a view to strengthening the relationship.

2.

Outline of The Chiba Kogyo Bank, Ltd.

Note 1

Major shareholders and shareholding ratios are quoted from the status of major shareholders as of September 30, 2024, as stated in the semi-annual securities report for the first half of the fiscal year ending March 31, 2025 (the "Semi-annual Securities Report"), filed by Chiba Kogyo Bank on November 20, 2024.

Note 2

The unit is millions of yen, except as otherwise noted.

• 3. Outline of Ariake Master Fund

  (1)	Name	Ariake Master Fund
  (2)	Address	Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman PO Box 10240, KY1-1002, Cayman Islands
  (3)	Name and Title of Representative	Gonzalo Jalles, Director
  (4)	Business	Investment business
  (5)	Date of Incorporation	December 27, 2020
  (6)	Relationship between the Listed Company and Ariake Master Fund	Capital Relationship	None
  Personnel Relationship	None
  Business Relationship	None
  Status as Related Party	None

• 4. Number of Shares to be Acquired, Total Acquisition Price and Number Shares Held before and after Acquisition

  (1) Total Number of Shares Held before Acquisition (Note 1)	22,500 shares (Shareholding ratio (Note 2): 0.04%)
  (2) Number of Shares to be Acquired	11,812,000 shares
  (3) Total Acquisition Price	Approximately 23.7 billion yen
  (4) Total Number of Shares Held after Acquisition (Note 1)	11,834,500 shares (Shareholding ratio (Note 2): 19.97%)

  Note 1

  Chibagin Securities Co., Ltd., a wholly owned subsidiary of Chiba Bank, holds 22,500 shares of Chiba Kogyo Bank.

  Note 2

  This refers to the percentage (rounded to two decimal places) of the number of shares (59,261,100 shares) obtained by deducting the number of shares without voting rights (5,748,178 shares) as of September 30, 2024 from the total number of issued shares of Chiba Kogyo Bank (65,009,278 shares) as of the same date, as stated in the Semi-annual Securities Report.

• 5. Schedule

6.

Future Outlook

The Share Acquisition is not anticipated to have a material impact on Chiba Bank's consolidated financial results for the current fiscal year. Chiba Bank will, as necessary, promptly make an announcement if any facts arise that should be disclosed in the future.

End