Notice Concerning Additional Contribution to Performance-Based Stock Compensation Program
July 31, 2023
Resona Holdings, Inc.
Resona Holdings, Inc. (the "Company") hereby announces that, the Company has resolved, at its board of directors' meeting held today, with respect to the performance-based stock compensation program (the "Program", the trust established based on a trust agreement executed with Resona Bank Ltd. (the "Trust Agreement"), the "Trust") for executive officers of the Company (excluding residents outside Japan), and representative directors, directors with authority of business execution, and executive officers (excluding outside directors and residents outside Japan) of Resona Bank Ltd., Saitama Resona Bank Ltd., Kansai Mirai Financial Group, Inc., Kansai Mirai Bank, Limited, and Minato Bank, Limited (together with executive officers of the Company, the "Company Group Officers"), that the Company will make an additional money contribution to the Trust in order for the trustee to acquire shares of the Company.
For details of the Program, please refer to the Company's news release, "Notice Concerning Revision and Continuation of Performance-Based Stock Compensation Program" dated May 12, 2023.
1. Reason for the Additional Contribution
The Company has decided to make an additional money contribution to the Trust to provide funds (the "Additional Trust") to acquire necessary share benefits during the period of the medium-term management plan (i.e. from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026).
2. Details of the Company's shares to be acquired through the Additional Trust and the Trust
| (1) Type of shares to be acquired | Common shares of the Company |
|---|---|
| (2) Amount of funds additionally entrusted to acquire the shares | 1,011 million yen |
| (3) Date of Additional Trust | August 4, 2023 |
| (4) Maximum number of shares to be additionally acquired | 1,466,500 shares |
| (5) Method of acquiring shares | From the stock market |
| (6) Period of additionally acquiring shares | From August 4, 2023 to November 2, 2023 (planned) |
- *The Company will allocate the money of 1,011 million yen within the Additional Trust and the money of 214million yen within the Trust, in order for the Trustee to additionally acquire shares of the Company.
3. Outline of the Trust
| (1) Name | Board Benefit Trust-Restricted Stock (BBT-RS) |
|---|---|
| (2) Trustor | The Company |
| (3) Trustee | Resona Bank, Limited. Resona Bank, Limited has entered into a specified comprehensive trust agreement with Custody Bank of Japan, Ltd., which will become the re-trustee. |
| (4) Beneficiary | The Company Group Officers who meet the certain requirements for beneficiaries set forth in the Share Benefit Plan. |
| (5) Trust Administrator | A third party who has no interest in the Company |
| (6) Type of Trust | Trust of money other than money trust (third-party-benefit trust) |
| (7) Date of Execution of the Trust Agreement | August 7, 2020 |
| (8) Date of Revision of the Trust Agreement | August 4, 2023 |
| (9) Trust Period | From August 7, 2020 until the termination of the Trust (No specific termination date is provided; the Trust will be terminated in the event of any termination cause set forth in the agreement, such as when the trustee, the beneficiary and the trust administrator have agreed to terminate the Trust.) |