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Announcement Regarding the Merger Between Consolidated Subsidiaries of Resona Holdings, Inc.

July 27, 2018

Resona Holdings, Inc.

Resona Holdings Inc. ("RHD" hereafter) announces that Kansai Mirai Financial Group, Inc. ("KMFG" hereafter, President: Tetsuya Kan), one of consolidated subsidiaries of RHD, has passed a resolution at its board meeting held today concerning the matters described in the following in relation to the merger between its fully-owned subsidiaries, Kansai Urban Banking Corporation ("KU" hereafter, President: Kazumasa Hashimoto) and The Kinki Osaka Bank, Ltd. ("KO" hereafter, President: Koji Nakamae), subject to approvals from relevant authorities.

RHD will also prepare for and extend supports for the merger, with a view to enhancing conveniences for customers and completing the planned systems integration successfully, in close corporations with KMFG and related entities.

1.Effective Date of the Merger

Monday, April 1, 2019

KU and KO will merge subject to resolutions obtained at their general shareholders' meetings and approvals from relevant authorities. The merger contract will be concluded in the due course in reference to the progress of merger discussion.

2.Outline of the New Bank After the Merger

  1. (1)Corporate Name
Kansai Mirai Bank, Limited ("KMB" hereafter)

KO, as an absorbing and surviving company, will change its corporate name on the effective merger date.

  1. (2)Head Office Address to be Registered

2-1, Bingomachi 2-chome, Chuo-ku, Osaka-shi
(Current KO head office address)

  1. (3)Head Office Functions

KMB will locate its planning and administrative divisions in the current KO's head office in order to complete the planned systems integration successfully, continue close communications with RHD and streamline back-office divisions in close corporation with KMFG.
Taking customers' convenience into account, KMB will locate business and credit divisions in the current KU's head office.

  1. (4)Paid-in Capital

JPY 38.9 billion

  1. (5)Bank Association

Regional Banks Association of Japan

  1. (6)Bank Code

0159 (the current bank code of KO)

  1. (7)Merger Method

Absorption-type merger in which KO will be a surviving company and KU will be a disappearing company

  1. (8)Merger Consideration

KO will not distribute any shares or cash to KU's existing shareholders.

  1. (9)Date of Systems Integration (Planned)

Tuesday, October 15, 2019

  1. (10)Company Logo

[Concept]
The motif of the logo is derived from "M", the initial letter of "Mirai", and a bridge connecting to the future.

Three lines represent "Customer", "Regional Community" and "Bank tackling reforms". The logo expresses that KMB and the communities it serves will walk and grow together, and that KMB cherishes the ties with people.

The color gradation changing from light green to dark shows growth to the future as new leaves grow.

  1. (11)Corporate Color

Green

To express the sense of unity as a member of Resona Group, KMB will adopt Green as its corporate color

Corporate Information of Related Companies as of March 31, 2018

Corporate NameKansai Urban Banking CorporationThe Kinki Osaka Bank, Ltd.
Head Office Address 2-4, Nishi-Shinsaibashi 1-chome, Chuo-ku, Osaka-shi 2-1, Bingomachi 2-chome, Chuo-ku, Osaka-shi
Representative Kazumasa Hashimoto
Representative Director and President
Koji Nakamae
Representative Director and President
Description of Business Banking business Banking business
Paid-in Capital JPY 47.0 billion JPY 38.9 billion
Date of Incorporation July 1, 1922 November 24, 1950
Number of Issued Shares Common stock 73,791,000 shares Common stock 1,827,196,000 shares
Fiscal Year-end March 31 March 31
Number of Employees 2,638 2,185
Major Shareholders and Ownership Ratio KMFG 100% KMFG 100%
  • *Major shareholders and ownership ratio as of April 1, 2018

3.Potential Impact of the Merger on Profit Guidance Issued by RHD

The merger will not affect the RHD's profit guidance for fiscal year 2018.

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