Japan Post : Notice Regarding Conclusion of Sale and Purchase of Shares in a Consolidated Subsidiary

UNOFFICIAL TRANSLATION

Although the Company pays close attention to provide English translation of the information disclosed in Japanese, the Japanese original prevails over its English translation in the case of any discrepancy.

	May 17, 2021
Company name:	Japan Post Holdings Co., Ltd.
Representative:	MASUDA Hiroya
	Director and Representative Executive Officer,
	President & CEO
	(Code number: 6178, First Section of the Tokyo
	Stock Exchange)
Contact:	IR Office (Phone: [phone])

Notice Regarding Conclusion of Sale and Purchase of Shares in a Consolidated

Subsidiary

JAPAN POST HOLDINGS Co., Ltd. (the "Company") hereby announces that the Company, as stated in the "Notice Regarding Partial Disposal of Shares in a Consolidated Subsidiary" announced on May 14, 2021, for a portion of its holding shares in its consolidated subsidiary JAPAN POST INSURANCE Co., Ltd. (Code number: 7181, First Section of the Tokyo Stock Exchange), applied for the acquisition of treasury stock through off-auction own share repurchase trading (ToSTNeT-3) by JAPAN POST INSURANCE Co., Ltd., and the relevant sale and purchase agreement was concluded today, as described below.

This disposal of shares does not involve any change in the status of subsidiaries.

1. Outline of the disposal of shares

(1)	Total number of	162,746,400 shares of common stock of JAPAN POST INSURANCE
	shares to be	Co., Ltd.
	disposed of
(2)	Method of	Through the method below
	disposal	Sale of shares in response to the acquisition of treasury stock by JAPAN
		POST INSURANCE Co., Ltd.
		162,746,400 shares of common stock of JAPAN POST INSURANCE
		Co., Ltd.
(3)	Total amount of	358,530,319,200 yen
	disposal
(4)	Date of disposal	May 17, 2021

Note:

This document is a press release for public announcement of the partial disposal of common stocks of JAPAN POST INSURANCE Co., Ltd. and has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether in Japan or overseas.

2. Number of shares held by the Company and its holding ratio of voting rights for common stock of JAPAN POST INSURANCE Co., Ltd.

(1)	Number of shares held and	362,732,400 shares
	holding ratio of voting rights	(Holding ratio of voting rights: 64.48%)
	before the disposal of shares
(2)	Number of shares held and	199,986,000 shares
	holding ratio of voting rights	(Holding ratio of voting rights: 50.04%)
	after the disposal of shares

(Note) The number of shares held before the disposal of shares refers to the number of shares held as of May 14, 2021, while the holding ratio of voting rights before the disposal of shares refers to the ratio of the number of shares held as of May 14, 2021 to the total number of shares issued (excluding treasury stock) as of the same date. The number of shares held after the disposal of shares refers to the number of shares held as of May 17, 2021, while the holding ratio of voting rights after the disposal of shares refers to the ratio of the number of shares held as of May 17, 2021 to the total number of shares issued (excluding treasury stock) as of the same date. As stated in the "Notice Regarding Partial Disposal of Shares in a Consolidated Subsidiary" announced on May 14, 2021, for 559,900 shares, which is 162,906,300 shares, less the number of shares concluded in the sell order in response to the acquisition of treasury stock by JAPAN POST INSURANCE Co., Ltd. as mentioned in 1. (2) above (162,746,400 shares), and further added by 400,000 shares, the Company plans to establish the trust for disposal of shares of other companies after authorization of the insurance company's major shareholders pursuant to Article 271-10, paragraph (1) of the Insurance Business Act. Under the trust agreement on disposal of shares of other companies, voting rights of the disposed shares shall be exercised by the trustee, whereby the Company shall no longer retain voting rights of the shares disposed of by the aforementioned stock disposal trust.

Note:

This document is a press release for public announcement of the partial disposal of common stocks of JAPAN POST INSURANCE Co., Ltd. and has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether in Japan or overseas.