Reported Earlier: PayPay To Acquire 70.2% Stake In T&D Financial Life For Approximately ¥134.338 Billion, Expanding Into Life Insurance And Building A Digital Financial Services Platform (UPDATED)

PayPay Corporation ("PayPay") hereby announces that, at a meeting of its Board of Directors held on June 4, 2026, PayPay resolved to acquire 70.2% of the shares of T&D Financial Life Insurance Company ("T&D Financial Life") from T&D Holdings, Inc. ("T&D Holdings") and thereby make T&D Financial Life a subsidiary of PayPay (the "Share Acquisition"). The Share Acquisition will be conducted for cash consideration and is expected to be funded from PayPay's cash on hand. PayPay has entered into a share purchase agreement (the "Share Purchase Agreement") with T&D Holdings in connection with the Share Acquisition.

One Investment Management Ltd ("OneIM"), an asset management company independent of PayPay, intends to acquire 14.9% of the shares of T&D Financial Life from T&D Holdings for cash consideration through OneIM Indigo Holdings Ltd ("OneIM Indigo"), an affiliate of OneIM. As of the date of this announcement, there is no agreement, arrangement, or understanding between PayPay and OneIM Indigo to jointly exercise voting rights or other rights as shareholders of T&D Financial Life, or to jointly acquire or transfer shares of T&D Financial Life in connection with the acquisition of shares of T&D Financial Life.

The consummation of the Share Acquisition is subject to obtaining required approvals and permits from the relevant authorities, the implementation of an IFRS transition plan at T&D Financial Life, and the satisfaction of other conditions precedent set forth in the Share Purchase Agreement between PayPay and T&D Holdings in connection with the Share Acquisition.

1.

Reason for the Share Acquisition

Starting with cashless payment services, PayPay has developed financial services including credit cards, banking, and securities for more than 74 million registered users (as of May 2026). By adding life insurance to PayPay's financial service offerings, PayPay aims to provide comprehensive financial services tailored to each stage of users' lives – from everyday payments to asset building, insurance, asset management, and asset succession.

By combining T&D Financial Life's customer base with PayPay's digital platform, UI/UX, marketing, and embedded insurance expertise, PayPay believes that it would be possible to further grow T&D Financial Life's existing business, which T&D Financial Life has built through the independent agency channel, and create new customer experiences in the digital life insurance domain, and accordingly decided to proceed with the Share Acquisition.

Under a shareholders' agreement that PayPay plans to enter into with T&D Holdings and OneIM Indigo on the date of consummation of the Share Acquisition, with respect to the 238,400 shares (14.9%) of T&D Financial Life that will continue to be held by T&D Holdings, a call option exercisable by PayPay from and after the date of consummation of the Share Acquisition and a put option exercisable by T&D Holdings from and after the date that is three years from the date of consummation of the Share Acquisition are stipulated.

2.

Overview of T&D Financial Life

Note: Following the reorganization proceedings of Tokyo Life Insurance Mutual Company, the company was reorganized into T&D Financial Life Insurance Company on October 17, 2001, and commenced operations. Thereafter, the company changed its trade name to T&D Financial Life Insurance Company on July 24, 2006.

2.

Overview of T&D Holdings

2.

Overview of OneIM

2.

Number of Shares to Be Acquired, Acquisition Price, and Shareholding Before and After the Acquisition

Note: The acquisition price set forth in（3）above represents the estimated acquisition price as of today, and the final acquisition price is subject to change. In addition, the acquisition-related expenses (estimated amount) represent the estimated amount of advisory fees and other expenses directly incurred in connection with the Share Acquisition, and include advisory fees related to IFRS implementation at T&D Financial Life that will be required through the date of consummation of the Share Acquisition.

2.

Schedule

Note: The consummation of Share Acquisition is subject to obtaining required approvals and permits from the relevant authorities, the implementation of an IFRS transition plan at T&D Financial Life, and the satisfaction of other conditions precedent set forth in the Share Purchase Agreement between PayPay and T&D Holdings in connection with the Share Acquisition. The date of consummation of the Share Acquisition is subject to change depending on the status of satisfaction of these conditions.

2.

Future Outlook

The impact of this change in subsidiaries on PayPay's financial results is currently under review. PayPay will promptly disclose any matters that should be disclosed in the future.