ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Keita Ishii, President & COO; hereinafter “ITOCHU”) has entered into a capital and business alliance agreement (hereinafter “the Alliance”) with Seven Bank, Ltd. (headquartered in Chiyoda-ku, Tokyo; Masaaki Matsuhashi, President and Representative Director; hereinafter “Seven Bank”). Under the Alliance, ITOCHU will acquire 16.35% of Seven Bank’s voting rights through the disposal of its own shares by third-party allotment (hereinafter “the Share Subscription”). In addition, ITOCHU plans to bring Seven Bank under equity-method accounting by acquiring up to a total of 20% of voting rights through market purchases or off-market block trades (hereinafter “the Additional Acquisition”).

As digital technology evolves globally, payment options have diversified and cross-industry entrants into financial businesses have surged, driving a marked expansion in the field of financial solutions. With consumers’ financial demands diversifying, ATMs have advanced beyond traditional deposit/withdrawal infrastructure to serve as multifunctional platforms, further increasing their value, as demonstrated by the growing usage of convenience store ATMs.

Seven Bank primarily provides financial services through its ATM network, which is installed in a wide range of locations including convenience stores both in Japan and overseas, commercial facilities, tourist destinations, airports, and train stations. The number of ATMs installed domestically exceeds 28,000 units.

Leveraging its network of approximately 16,300 FamilyMart stores nationwide, ITOCHU Group has been expanding its retail and financial businesses and creating new customer touchpoints by integrating physical stores with digital services. Through this Alliance and collaboration between FamilyMart and Seven Bank, a variety of financial services under the FamilyMart brand, including Seven Bank’s ATM services, are under consideration to be offered to its customers. Famima Digital One Co., Ltd., a subsidiary of FamilyMart, offers services that allow customers to apply for loans and “Buy Now Pay Later” via the “FamiPay” payment app, while Pocket Card Co., Ltd. has renewed the “Famima Card” credit card launched in collaboration with FamilyMart, enhancing a variety of point rewards and promotional campaigns.

By combining Seven Bank’s customer and service platform with ITOCHU’s broad financial business portfolio, we aim to create new business models.

Based on its Management Policy, “The Brand-new Deal – Profit opportunities are shifting downstream,” ITOCHU is developing market-oriented business models. Through the Alliance, ITOCHU aims to deliver higher value-added financial services.

Since the Share Subscription and the Additional Acquisition (collectively “the Share Acquisitions”) will result in the acquisition of 5% or more of Seven Bank’s voting rights on a cumulative basis, they fall under “buying up” as specified in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act and Article 31 of its Enforcement Order. Through the Share Subscription, ITOCHU will receive 191,700,000 common shares of Seven Bank (representing 16.35% of voting rights; 16.26% of issued shares, based on the total number of voting rights and issued shares as of June 30, 2025).
In the Additional Acquisition to be conducted in conjunction with the Share Subscription, ITOCHU plans to acquire up to 42,791,200 common shares of Seven Bank through market purchases or off-market block trades (representing 3.65% of voting rights; 3.63% of issued shares, after the foregoing Share Subscription). The actual number of shares acquired may be less than the maximum, depending on market conditions.

Completion of the Additional Acquisition is subject to the following conditions precedent:
　- ITOCHU obtaining approval as a major shareholder of a bank pursuant to Article 52-9, Paragraph 1 of the Banking Act; and
　- Receipt of notice from the Japan Fair Trade Commission confirming that it will not issue a cease-and-desist order with respect to ITOCHU’s filing under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade.

The Share Acquisition will be completed upon satisfaction of these conditions. Following the completion of the Share Acquisitions, ITOCHU will become a “major shareholder of a bank” in Seven Bank and Seven Bank will become an equity-method affiliate of ITOCHU.