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Announcement Regarding the Conclusion of Merger Agreement between Consolidated Subsidiaries of Resona Holdings, Inc.

December 19, 2018

Resona Holdings, Inc.

Kansai Mirai Financial Group, Inc. ("KMFG" hereafter, President: Tetsuya Kan), one of consolidated subsidiaries of Resona Holdings, Inc.("RHD" hereafter), Kansai Urban Banking Corporation ("KU" hereafter, President: Kazumasa Hashimoto) and The Kinki Osaka Bank, Ltd. ("KO" hereafter, President: Koji Nakamae), wholly-owned subsidiaries of KMFG, have worked on concrete preparations and discussions toward the merger between KU and KO,　subject to the approval and permission of the relevant authorities, as announced in the press release on 27 July, 2018 "Announcement Regarding the Merger Between Consolidated Subsidiaries of Resona Holdings, Inc." RHD hereby announces that KU and KO have concluded the merger agreement today. Details are as follows.

1. Objectives of the Merger

Objectives of this merger is to maximize synergies from integration of KU, KO and The Minato Bank, Ltd. (President: Hiroaki Hattori) under KMFG and quickly realize "New Retail Financial Services Model" ,which KMFG is aiming at, and contribute to strengthening the Kansai economy.

2. Outline of the Merger

  1. (1)Effective Date
 April 1, 2019
  1. (2)Merger Method

Absorption-type merger in which KO will be a surviving company and KU will be a disappearing company.
  1. (3)Merger Consideration

KO will not distribute any shares or cash to KU's existing shareholders.
  1. (4)Amount of Capital and Capital reserve

No increase in the amount of capital and capital reserve of KO due to the merger.

3. Outline of the New Bank After the Merger

  1. (1)Corporate Name
 Kansai Mirai Bank, Limited.
  1. (2)Description of Business

Banking Business
  1. (3)Head Office Address

2-1, Bingomachi 2-Chome, Chuo-ku, Osaka-shi (Current KO head office address)
  1. (4)Paid-in Capital

JPY 38.9 billion
  1. (5)Total Assets

JPY 8,240.1 billion （Simple sum of total assets of KU and KO as of March 31, 2018）

[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 thousand shares Common stock 1,827,196 thousand shares
Fiscal Year-end March 31 March 31
Number of Employees 2,638 2,185
Major Shareholders and Ownership Ratio* KMFG 100% KMFG 100%
  • *As of April 1, 2018

[Performance and Financial Condition for FY2017 (consolidated)]

Corporate NameKansai Urban Banking CorporationThe Kinki Osaka Bank, Ltd
Net Assets JPY 210.7 billion JPY 158.9 billion
Total Assets JPY 4,709.0 billion JPY 3,538.0 billion
Deposits JPY 4,063.1 billion JPY 3,247.9 billion
Loans and Bills Discounted JPY 3,939.1 billion JPY 2,416.5 billion
Ordinary Income JPY 90,268 million JPY 56,963 million
Gross Operating Profit JPY 66,243 million JPY 44,869 million
Net Income JPY 13,803 million JPY 6,156 million

4. 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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