Announcement of Details Regarding the Establishment of an Employee Stock Ownership Plan (Stock Benefit Trust) for the Employee Shareholding Association
January 31, 2022
Resona Holdings, Inc.
Resona Holdings, Inc. (hereinafter the "Resona HD", President: Masahiro Minami) announces today the newly establishment of the Employee Stock Ownership Plan (Stock Benefit Trust, hereinafter the "Plan") for each Employee Shareholding Association of Resona HD and Kansai Mirai Financial Group (hereinafter the "ESA"), due to the termination of the former plan for the employee shareholding association of Resona HD in September, 2021, which was initially introduced in May, 2017.
Details including the timing of establishing the trust, trust period, and amount of the share acquisitions are as follows:
1．Outline of the Plan
The Plan was designed with reference to the ESOP scheme widely used in the U.S. and was made to comply with the relevant laws and regulations in Japan to promote the holding of shares by employees. A designated trust account, created as part of the stock benefit trust, is able to acquire the shares collectively, which will then be purchased by the ESA over time. The Plan is expected to not only motivate the group employees to work harder for a higher share price, but to also promote the increase in the number of employees registering in the ESA.
2．Details of the Plan
| Trustor | Resona Holdings, Inc. |
|---|---|
| Trustee |
Resona Bank, Ltd |
| Beneficiary |
Certain eligible employees participating in the ESA |
| Expected trust effective date |
February 1, 2022 |
| Expected trust period |
From February 1, 2022 to January 31, 2027 |
| Exercising of voting rights |
The Trustee will exercise the voting rights in accordance with the instruction of the Trust Administrator, who will consider the ESA's execution of voting rights and the guidelines set forth by the ESA. |
| Type of stock to be acquired |
Common Shares of Resona Holdings, Inc |
| Total amount of stock to be acquired |
7,602 million yen |
| Expected period of stock acquisition |
From February 4, 2022 to February 18, 2022 |
| Method of stock acquisition |
Common Shares will be acquired from the market |
In case that the trust sells off all the shares to the ESA, profits of trust will be distributed to the beneficiary, and the trust itself will terminate before the trust period ends.
（Reference Information） Information regarding the trust and stock operations
| Trust related operations | All trust related operations will be executed by Resona Bank, Ltd, which will serve as a trustee of the Plan. |
|---|---|
| Stock related operations | All purchase of common shares for the Plan will be executed by Daiwa Securities Co., Ltd. All stock related operations for the ESA will be executed by Nomura Securities Co., Ltd. |