Notice regarding Signing of Integration Agreement for the Integration of Trust Banks Specializing in Asset Administration Services (Joint Share Transfer)

March 28, 2018

Resona Holdings, Inc.

Japan Trustee Services Bank, Ltd. (Representative Director and President: Yasuo Kuwana, "JTSB"), which is an equity method affiliate of Resona Holdings, Inc. (the "Company"), has executed the Management Integration Agreement (the "Integration Agreement") today with Trust & Custody Services Bank, Ltd. (President & CEO: Akira Moriwaki, "TCSB") regarding the establishment of JTC Holdings, Ltd. ("JTC Holdings"), which will become a wholly-owing parent company of JTSB and TCSB by way of joint share transfer (the "Joint Share Transfer"), and the execution of the management integration (the "Integration") by way of an absorption-type merger to which JTSB, TCSB and JTC Holdings are parties.

The applications to and approvals from the relevant regulatory authorities and other matters are conditions precedent to the Integration.

I. Overview of the Integration

1. Purpose of the Integration

Since its establishment in 2000, JTSB, operating primarily in trust services (acting as trustee when tasked with re-entrustment from trust banks), has expanded its assets under custody and administration and holds entrusted assets of JPY 276 trillion (as of December 31, 2017).

Since its establishment in 2001, TCSB, in addition to trust services, engages in a wide range of businesses such as comprehensive securities management outsourcing services to life insurers and custody services, and holds outstanding assets under custody and balance held by standing proxy, etc. of JPY 384 trillion (as of December 31, 2017).

The concentration of managerial resources and expertise of JTSB and TCSB will have the benefit of scale, and will realize more stable and higher quality operations, and the Integration aims for further growth in the domestic securities settlement market and contribute to the enhancement of the domestic investment chain through strengthened system development capabilities.

The integrated company will strengthen operation systems, will develop human resources specializing in asset administration services, will have enhanced operations, and will fulfill its social mission to support security settlement infrastructure in Japan, while exercising its high-level expertise in a broad range of businesses such as trust services, information integration services, custody services and comprehensive securities management outsourcing services for insurance companies. By meeting a wide variety of customer needs for asset administration services, the integrated company will aim to be the top trust bank specializing in asset administration services in Japan.

2. Integration Structure

JTSB and TCSB will carry out the Joint Share Transfer, and establish JTC Holdings, a holding company owned by the existing shareholders of JTSB and TCSB, and JTSB and TCSB will become wholly-owned subsidiaries of JTC Holdings. Step two will commence in or around 2021, in which JTC Holdings, JTSB and TCSB will carry out an absorption-type merger and establish an integrated company.

The Company will deliberate regarding the trade name of the integrated company, the surviving company, the specific structure of the absorption-type merger of JTC Holdings, JTSB and TCSB, and other procedures, and will announce those matters as soon as they are determined. The applications to and approvals from regulatory authorities are conditions precedent to the establishment of the structure of the Integration.

3. Allotments in connection with the Joint Share Transfer (share transfer ratio)

Upon the Joint Share Transfer, JTC Holdings will furnish one share of common stock of JTC Holdings per share of common stock of JTSB, and will furnish 1.02 shares of common stock of JTC Holdings per share of common stock of TCSB. JTC Holdings will issue 2,040,000 new shares through the Joint Share Transfer.

4. Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights of the Wholly Owned Subsidiary Company Resulting from a Share Transfer

Not applicable because JTSB and TCSB have not issued any stock acquisition rights or bonds with stock acquisition rights.

5. Basis of Calculation, etc. of Allotments in Connection with the Joint Share Transfer

In determining the number of the shares of JTC Holdings to be delivered for use as consideration for the Joint Share Transfer, JTSB calculated the share valuation ratio of JTSB and TCSB based on the future business plans and financial statements of JTSB and TCSB. JTSB repeatedly consulted with TCSB by reference to the results of calculation and determined that the ratio of the share allotment described in 3. above is appropriate and is not contrary to the interests of the shareholders, and reached an agreement with TCSB as described above.

6. Integration Schedule (Scheduled)

• *The above schedule is subject to change upon consultation and agreement between concerned parties if it is necessary to proceed with procedures for the Joint Share Transfer or it is otherwise necessary due to the occurrence of an event.

7. Summary of the Companies which are the Parties to the Joint Share Transfer (As of December 31, 2017)

JTSB Financial Position and Operating Results for the Past Three Years

TSCB Financial Position and Operating Results for the Past Three Years

8. Summary of the Holding Company to be Newly Established through the Share Transfer

II. Future Outlook

The Integration has no effect on the Company's consolidated earnings forecast for the year ended March 2018. It is also expected that the Integration will have a minor effect on the Company's consolidated results after the acquisition of shares.