Announcement Regarding Transformation to a Holding Company Structure Through a Sole-Share Transfer

HIROSHIMA, Japan, May 12, 2020 /PRNewswire/ -- The Hiroshima Bank, Ltd. (President: Toshio Heya) resolved to commence considering the transformation to a holding company structure at the board of directors meeting held on September 10, 2019 and announced the "Announcement Regarding Commencement of Consideration of Transformation to a Holding Company Structure" on the same date.  We hereby announce that we have resolved to transform to a holding company structure by incorporating "Hirogin Holdings, Inc.," a holding company (the wholly owning parent company) (the "Holding Company") through sole-share transfer (the "Share Transfer") dated as of October 1, 2020 (scheduled), on the assumption that approval at the annual shareholders meeting to be held on June 25, 2020 and necessary approvals of the relevant authorities will be obtained, at the board of directors meeting held today, as stated below.

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Since the Share Transfer is our sole-share transfer, it has been disclosed with some of the disclosure items and contents omitted.

*** PLEASE REFER TO THE ATTACHED PDF FOR A COPY OF THE FULL ANNOUNCEMENT AND PRESENTATION ***

The transformation to a holding company structure described in this press release and the accompanying presentation involves securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in this document, if any, have been prepared in accordance with foreign 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 a foreign country and some or all of its officers and directors are residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign 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 in connection with the transformation to a holding company structure, such as in the open market or through privately negotiated purchases.

This press release and the accompanying presentation have been translated from the Japanese-language original documents for reference purposes only. In the event of any conflict or discrepancy between these documents and the Japanese-language originals, the Japanese-language originals shall prevail in all respects.

SOURCE The Hiroshima Bank, Ltd.