The page for smartphones is this place

Notice concerning Grant of Voting Rights to Shareholders Who Will Acquire Shares After Record Date by Kansai Mirai Financial Group, Inc.

March 26, 2018

Resona Holdings, Inc.
Kansai Mirai Financial Group, Inc.
The Minato Bank, Ltd.
Kansai Urban Banking Corporation
The Kinki Osaka Bank, Ltd.

Kansai Mirai Financial Group, Inc. ("Kansai Mirai Financial Group") hereby announces that at its board of directors meeting held today, it has resolved to grant voting rights at the ordinary shareholders meeting to be held in June 2018 (the "Ordinary Shareholders Meeting") to those who will acquire Kansai Mirai Financial Group's shares of common stock through share exchanges (the "Share Exchanges") between (i) Kansai Mirai Financial Group as the wholly-owning parent company and The Minato Bank, Ltd. ("Minato") as the wholly-owned subsidiary, and (ii) Kansai Mirai Financial Group as the wholly-owning parent company and Kansai Urban Banking Corporation ("Kansai Urban") as the wholly-owned subsidiary, respectively, after the record date for voting rights at the Ordinary Shareholders Meeting subject to certain conditions including the Share Exchanges becoming effective, as follows.

1. Shares for Which Voting Rights Are Granted

Kansai Mirai Financial Group's shares of common stock to be delivered through the Share Exchanges.

(Reference)
The number of Kansai Mirai Financial Group's shares of common stock to be delivered through the Share Exchanges
310,459,860 shares (scheduled)

  • *The above number of Kansai Mirai Financial Group's shares of common stock to be delivered through the Share Exchanges has been calculated based on the following, and it may fluctuate: (i) the total number of issued and outstanding shares of common stock of Minato as of December 31, 2017 (41,095,197 shares) and the number of treasury shares pertaining to Minato's common stock owned by Minato that are planned to be cancelled before the Share Exchanges become effective (56,171 shares); and (ii) the total number of issued and outstanding shares of common stock (73,791,891 shares) and that of issued and outstanding shares of class 1 preferred stock (73,000,000 shares) of Kansai Urban as of December 31, 2017, and the number of treasury shares pertaining to Kansai Urban's common stock owned by Kansai Urban that are planned to be cancelled before the Share Exchanges become effective (301,229 shares).

2. Reason for Granting Voting Rights

As announced in the "Notice concerning Execution of an Agreement regarding the Share Exchanges between Kansai Mirai Financial Group, Inc. and both The Minato Bank, Ltd. and Kansai Urban Banking Corporation" dated November 14, 2017, Kansai Mirai Financial Group, Minato, and Kansai Urban intend to implement the Share Exchanges on April 1, 2018, as the effective date.

Therefore, Kansai Mirai Financial Group has maintained that it is consistent with the purport of the Share Exchanges to grant voting rights at the Ordinary Shareholders Meeting also to Minato's and Kansai Urban's shareholders acquiring Kansai Mirai Financial Group's shares of common stock through the Share Exchanges. Accordingly, pursuant to Article 124, paragraph 4 of the Companies Act, Kansai Mirai Financial Group has decided to grant voting rights also to those shareholders who will acquire Kansai Mirai Financial Group's shares of common stock after the record date for voting rights at the Ordinary Shareholders Meeting (March 31, 2018) through the Share Exchanges.

The grant of voting rights is in accordance with Article 11 of the Share Exchange Agreement dated November 14, 2017, executed between Kansai Mirai Financial Group, Minato, and Kansai Urban.

Download PDF File