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Notice Regarding the Execution of the Share Exchange Agreement (Simplified Share Exchange) for Resona Holdings, Inc. to Make Kansai Mirai Financial Group, Inc. a Wholly-Owned Subsidiary

The transactions are made for the securities of Japanese companies. The offer is subject to the disclosure requirements of Japan, which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights or any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in the open market or privately negotiated purchases.

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

November 10, 2020

Resona Holdings, Inc.
Kansai Mirai Financial Group, Inc.

Resona Holdings, Inc. ("Resona Holdings") and Kansai Mirai Financial Group, Inc. ("Kansai Mirai Financial Group") hereby announce that both companies respectively resolved at their respective board of directors meeting held today: (i) to conduct a share exchange where Resona Holdings will be a wholly-owning parent company resulting from the share exchange and Kansai Mirai Financial Group will be a wholly-owned subsidiary resulting from the share exchange (the "Share Exchange") whereby Resona Holdings will make Kansai Mirai Financial Group a wholly-owned subsidiary ("Making KMFG a Wholly-Owned Subsidiary"); and (ii) to conduct a series of transactions toward Making KMFG a Wholly-Owned Subsidiary (the "Transaction"). Thereafter, both companies executed the Share Exchange Agreement (the "Share Exchange Agreement") between them as of today, as follows.

The Share Exchange is conducted for the purpose of making Kansai Mirai Financial Group a wholly-owned subsidiary of Resona Holdings, with common stock of Resona Holdings ("Resona Holdings Shares") as the consideration, and the Share Exchange is the main transaction in the Transaction. In accordance therewith, Kansai Mirai Financial Group's shareholders will own the Resona Holdings Shares so that they can enjoy the results of further enhancement of the corporate value of Resona Holdings and Kansai Mirai Financial Group together with existing shareholders of Resona Holdings. This will be achieved by steadily implementing various business strategies, including measures to realize group synergy, such as re-building the business base, optimizing the Kansai channel network, and accelerating the downsizing of the headquarters' function in the entire Resona Group (for the definition of "Resona Group", please see (a) "Background to Starting Consideration of Making KMFG a Wholly-Owned Subsidiary" of (1) "Background to and Purpose of Making KMFG a Wholly-Owned Subsidiary" below), after Making KMFG a Wholly-Owned Subsidiary. Resona Holdings also believes that having the shareholders of Kansai Mirai Financial Group that is the customer of each company of Kansai Mirai Group (for the definition of "Kansai Mirai Group", please see (a) "Background to Starting Consideration of Making KMFG a Wholly-Owned Subsidiary" of (1) "Background to and Purpose of Making KMFG a Wholly-Owned Subsidiary" below; hereinafter the same) own Resona Holdings Shares after the Transaction will lead to maintaining/developing relationships between the respective Kansai Mirai Financial Group companies and the relevant transaction partners, by which each other's enhancement of the corporate value can be enjoyed, and further enhancement of Kansai Mirai Financial Group's corporate value. (For details of the background to consideration of the Transaction scheme, please see (b) "Background to Deciding the Scheme for Making KMFG a Wholly-Owned Subsidiary" in (1) "Background to and Purpose of Making KMFG a Wholly-Owned Subsidiary" of 1. "Purpose of Making KMFG a Wholly-Owned Subsidiary" below.)

Resona Holdings intends to conduct a tender offer (the "Tender Offer") for common stock of Kansai Mirai Financial Group (the "Kansai Mirai Financial Group Shares") and its share options as part of the Transaction. The Tender Offer will be conducted aiming to acquire the Kansai Mirai Financial Group Shares, at least partly in cash prior to the Share Exchange from the viewpoint of restraining dilution of earnings per share (EPS) of Resona Holdings (Note). Although the purchase price of one share of Kansai Mirai Financial Group Shares in the Tender Offer (500 yen) (the "Tender Offer Price") is the price determined upon consultation with Sumitomo Mitsui Banking Corporation ("SMBC"), the Tender Offer will concurrently provide an opportunity for shareholders of the Kansai Mirai Financial Group other than SMBC who desire to convert their Kansai Mirai Financial Group Shares into cash at the Tender Offer Price to do so.

Upon the Tender Offer, Resona Holdings has entered into an agreement (the "Tender Agreement") with SMBC and Sumitomo Mitsui Financial Group, Inc. ("SMFG") as of today, which with respect to the 29,385,393 shares (the "Tendered Shares") of the Kansai Mirai Financial Group Shares, which have been contributed to the retirement benefit trust with SMBC Trust Bank, Ltd. ("SMBC Trust Bank") as the trustee, provides that if Resona Holdings commences the Tender Offer, SMBC shall instruct SMBC Trust Bank to tender their Tendered Shares, not to withdraw the tender and not to cancel any purchase agreement to be formed upon their tender (the "Tender").(For details of the background of the consideration of the Transaction scheme, please see 1. "Purpose of Making KMFG a Wholly-Owned Subsidiary," (2) "Details of Making KMFG a Wholly-Owned Subsidiary," (b) "Regarding the Tender Offer," (ii) "Overview of the Tender Agreement" below)

  • *In the Share Exchange, 1.42 shares of Resona Holdings Shares will be allocated and delivered per share of Kansai Mirai Financial Group Shares (the share exchange ratio in the Share Exchange is hereinafter referred to as the "Share Exchange Ratio"). Net profit for the current fiscal year attributable to shareholders of Resona Holdings's parent company is expected to increase. However, if the Tender Offer is not implemented prior to the Share Exchange, the Resona Holdings Shares to be allocated and delivered by Resona Holdings in accordance with the Share Exchange will increase compared to those allocated and delivered where the Tender Offer is implemented. For example, if the Kansai Mirai Financial Group Shares are tendered at a number equivalent to the minimum number to be purchased, then the number of Resona Holdings Shares to be allocated and delivered by Resona Holdings in accordance with the Share Exchange will be 216,378,430 shares. Thus, the number of shares of the Resona Holdings Shares to be allocated and delivered will be 41,727,258 shares less than the number of the Resona Holdings Shares (i.e., 258,105,688 shares) to be allocated and delivered where the Tender Offer is not implemented.

The Share Exchange will be conducted on April 1, 2021, as the effective date, upon successful completion of the Tender Offer, respectively (i) by Resona Holdings through a simplified share exchange without requiring the approval of its shareholders meeting pursuant to Article 796, paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same); and (ii) by Kansai Mirai Financial Group after obtaining the approval of its extraordinary shareholders meeting (the "Extraordinary Shareholders Meeting") to be held on February 19, 2021. For details of the Tender Offer, please see the press release dated today and published by Resona Holdings, the "Notice Regarding Commencement of Tender Offer for Shares of Kansai Mirai Financial Group, Inc. (Securities Code 7321)".

Prior to the effective date of the Share Exchange (the "Effective Date"), the Kansai Mirai Financial Group Shares will be delisted from the First Section of the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange") as of March 30, 2021 (last trading day is March 29, 2021).

For more details, please refer to the attached.

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