Press Release

5-1, NIHONBASHI 2-CHOME,CHUO-KU, TOKYO 103-6130 JAPAN

Note: This English translation is for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.

We assume no responsibility for this translation or for direct, indirect or any other form of damage arising from the translation.

(TSE, NSE: 8616) March 18, 2022

Re: Termination of the business alliance between our consolidated subsidiaries

We (hereafter "the Company" where appropriate), announce that two of our consolidated subsidiaries, ACE Securities Co., Ltd. ("ACE Securities" hereafter) and Maruhachi Securities Co., Ltd. ("Maruhachi Securities" hereafter) decided respectively at their board of directors' meetings held today to terminate the comprehensive business alliance agreement that was concluded on November 1, 2008. The alliance was designed to strengthen their securities businesses. We set out below the details of the termination.

1. The reason for termination

ACE Securities and Maruhachi Securities established a business alliance to maximize profit and improve customer satisfaction respectively with enhanced operating efficiency. Toward that end, both companies effectively shared the business resources each company possesses such as talent, information, and other resources, and they took advantage of mutual accessibility to a large combined market as a benefit of the alliance.

They decided on the alliance termination at their board of directors' meetings on the following grounds.

  • Effective May 1, 2022, Tokai Tokyo Securities Co., Ltd. and ACE Securities will be merged as surviving entity and expiring entities respectively.
  • ACE Securities made a decision today at its board of directors' meeting to the effect that ACE RESEARCH INSTITUTE Co., Ltd. (voting rights share: 80% by ACE Securities, 20% by Maruhachi Securities), which provides research information to both ACE Securities and Maruhachi Securities, shall be dissolved on the effective date of April 30, 2022. Further, Maruhachi Securities, at its board of directors' meeting, decided today to terminate an outsourcing agreement with ACE RESEARCH INSTITUTE Co., Ltd. on the effective date of April 30, 2022.
  • The function such as information supply may be provided by another subsidiary of the Company.

2. Description of the business alliance to be terminated.

The agreement was reached between ACE Securities and Maruhachi Securities to terminate the comprehensive business alliance agreement concerning securities business operations that was concluded on the effective date of November 1, 2008.

  1. Schedule for the termination
    • The date on which the decision on termination is made by the respective board of directors' meetings: March 18, 2022.
    • The effective termination date: March 18, 2022
  2. The profile of the company that terminates business alliance

ACE Securities

(I)

Company Name

ACE Securities Co., Ltd.

(II)

Address

2 Chome 6-11 Honmachi, Chuo Ku, Osaka City

(III)

Name and Position of the

Yoshinori Deguchi, President and Representative

Representative

Director

(IV)

Business

Financial Instruments Business Operator

(V)

Capital Stock

¥8,831,125,000 (as of December 31, 2021)

(VI)

Date of

Incorporation

February 21, 1931

(VII) Large

as of December 31, 2021

Tokai Tokyo Financial Holdings, Inc., 100% shareholder

shareholder(s)

(VIII)

The relation between the

Company and the ACE Securities ("the subject" hereafter

where appropriate)

Capital Relation

The Company owns 100% voting rights of the subject.

Mr. Satoshi Matsui, a director of the subject,

concurrently served as a Company's Managing Executive

Officer, and Mr. Masaaki Murakami now concurrently

Personnel Relation

serves as an Advisor to the Company, Also, Mr. Ichiro

Goda now concurrently serves as a Director of the

Company. In

addition, Mr. Yoshifumi Ito now

concurrently serves as a Managing Executive Officer of

the Company.

Business Relation

The Company supplies its products to the subject.

Status as Related Party

The subject is

a wholly-owned

subsidiary of the

Company.

(IX)

Business

Performance and

Financial Status of ACE Securities during the Recent

Three-year Period (in million yen unless otherwise noted)

Fiscal Year Ended in:

March 2019

March 2020

March 2021

Consolidated Net Assets

26,874

26,870

28,673

Consolidated Total Assets

37,560

40,128

42,098

Per-share Consolidated Net Assets

4,553.70 Yen

4,589.30 Yen

4,920.26 Yen

Consolidated Operating Revenue

10,050

10,043

11,260

Consolidated Ordinary Income

860

1,248

2,297

Consolidated Net Income Attributable to the

500

830

1,464

Parent Company

Per-share Consolidated Net Income

100.34 Yen

166.63 Yen

293.77 Yen

Dividend Per-share

50.00 Yen

60.00 Yen

0 Yen

Maruhachi Securities

(I)

Company Name

Maruhachi Securities Co., Ltd.

(II)

Address

2 Chome 4 Shinsakaemachi, Naka Ku, Nagoya City, Aichi Prefecture

(III)

Name and Position of the

Takuya Suzuki, President and Representative Director

Representative

(IV)

Business

Financial Instruments Business Operator

(V)

Capital Stock

¥3,751,856,000 (as of December 31, 2021)

(VI)

Date of Incorporation

March 30, 1944

(VII)

ACE Securities Co., Ltd.

43.63%*

Yoshitaka Nakamura

15.11%

Nomura Properties, Inc.

5.45%

Fumiko Nakamura

2.19%

KousukeHosokawa

Major Shareholders and Respective

1.21%

Fund Creation Co., Ltd.

1.03%

Shareholding Ratios (as of September

HideakiYamaguchi

30, 2021)

0.98%

Maruhachi Securities Employee Shareholders'

0.81%

Association

Yasunori Satono

0.58%

(VIII)

Relation between the Company and Maruhachi Securities.

Capital Relation

The Company owns 43.63% of Maruhachi Securities's stocks.

Both Mr. Hiromi Tajima and Mr. Takuya Suzuki, Directors of Maruhachi Securities,

Personnel Relation

were the Company's Managing Executive Directors and Mr. Masato Kozawa was the

Company's Managing Executive Officer.

Business Relation

The Company Group supplies its products to Maruhachi Securities.

Status as Related Party

Maruhachi Securities is a consolidated subsidiary of the Company.

(IX)

Business Performance and Financial

Status of Maruhachi Securities in the Recent Three-year Period (in million yen unless

otherwise noted)

Fiscal Year Ended in:

March 2019

March 2020

March 2021

Net Assets

7,064

6,752

7,346

Total Assets

8,722

8,698

9,957

Per-share Net Assets

1,769.94 Yen

1,691.73 Yen

1,840.71Yen

Operating Revenue

2,898

2,421

3,040

Ordinary Income

548

228

607

Net Income

406

163

413

Per-share Net Income

101.72 Yen

40.90 Yen

103.60 Yen

Dividend Per-share

50.00 Yen

30.00 Yen

50.00 Yen

(Note) The "major shareholders" and "shareholding ratio" described above are the same as those in the "2nd Quarterly Report for the 104th Fiscal Year" submitted on November 12, 2021, by Maruhachi Securities.

  • The shares of Maruhachi Securities that ACE Securities had possessed (with a shareholding ratio of 43.63%) were transferred to the Company in the form of a dividend in kind on the effective date of November 15, 2021.

5. Future Outlook

The impact on the Company's consolidated performance the matter announced today may cause would be insignificant.

(end)

Contact: +81-(0)3-3517-8618, Corporate Communications, Tokai Tokyo Financial Holdings, Inc.

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Tokai Tokyo Financial Holdings Inc. published this content on 18 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2022 09:40:08 UTC.