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Announcement Regarding the Introduction of an Employee Share Benefit Trust System

May 13, 2025

Resona Holdings, Inc.

Resona Holdings, Inc. (hereinafter the "Company") hereby announces that today it reached the decision to introduce an employee share benefit trust system (hereinafter the "System"*1) for employees of its subsidiaries. Specifically, the System is to be introduced as an incentive plan to benefit employees (hereinafter "Recipient Employees") who serve at Resona Bank, Limited, Saitama Resona Bank, Limited, Kansai Mirai Bank, Limited or Minato Bank, Limited (hereinafter the "Beneficiary Subsidiaries") and meet certain requirements.

  • *1Hereinafter, the trust agreement to be signed between Resona Holdings, Inc. and Resona Bank, Limited shall be referred to as the "Trust Agreement." Also, the trust to be established based on the Trust Agreement shall be referred to as the "Trust."

1. Purpose of the Introduction of the System

In line with its goal for human resource strategies, the Company aims to accelerate the achievement of a sustainable virtuous cycle of facilitating value creation and improving employee well-being in order to empower employees across the Resona Group to attain constant personal growth and ever greater job satisfaction. To this end, the Company plans to revise its human resource system in April 2026.

As part of these initiatives, the System is set to be introduced for managerial employees at or above a certain rank in order to stimulate their drive to contribute to, and raise their morale with regard to, the medium- to long-term enhancement of the Resona Group's corporate value, beginning with the provision of new value to customers.

2. Overview of the System

The System is an incentive plan under which the Trust, which will be established via funding from the Company, acquires its shares. These shares will then be granted to Recipient Employees who meet certain beneficiary requirements in accordance with rules to be formulated in advance by each Beneficiary Subsidiary regarding share benefits (hereinafter the "Share Benefit Rules.")

Specifically, the Company will grant points to Recipient Employees based on job grade, the degree of contribution to its consolidated operating results, and other factors, in accordance with Share Benefit Rules.

Thus, when an employee fulfills certain beneficiary requirements, he/she will be eligible to receive Company shares, the volume of which will be determined based on the number of points granted. (The granting of shares will require the implementation of certain procedures.) In addition, as the Company bears sole responsibility for funding the Trust, Recipient Employees are not asked to bear any monetary burden.

The introduction of the System ensures that Recipient Employees are positioned to enjoy any economic benefits arising from Company share price growth. Accordingly, the Company expects the System to enhance its employees' drive to improve the organization's operating results in line with their ongoing awareness of its share price. In addition, Recipient Employees who meet beneficiary requirements can reflect their intentions through the exercise of voting rights to Company shares held by the Trust as trust assets. In this way, the System is also expected to help enhance employee awareness of the importance of participating in business management.

The Company intends to issue further notices regarding the timing of the Trust's establishment, its monetary value, and other details upon determining these matters.

3. Mechanism of the System

  • (1)
    The Company's Board of Directors, along with the boards of directors at its Beneficiary Subsidiaries, passes the resolution needed to introduce the System. Each Beneficiary Subsidiary also formulates Share Benefit Rules.
  • (2)
    The Company establishes the Trust via its own funding in order to implement the System.
  • (3)
    The Trust acquires Company shares from the Company (via the disposal of treasury shares) or from the stock market (including via off-floor trading) by using funds contributed for (2) above.
  • (4)
    Dividends will be paid for Company shares held by the Trust as paid for other Company shares.
  • (5)
    The Trust Administrator provides the Trustee with instructions on the exercise of voting rights associated with Company shares owned by the Trust. The Trust obeys such instructions.
  • (6)
    Recipient Employees will be granted points in accordance with Share Benefit Rules mentioned in (1) above during the trust period. Recipient Employees who meet certain beneficiary requirements prescribed in the above rules then receive Company shares in a volume commensurate with the number of points they have been awarded.*2
  • *2When the Trust has exhausted its holdings of Company shares through the process of granting them to Recipient Employees who meet beneficiary requirements, the Company may contribute additional funding to the Trust to enable it to acquire more Company shares.

Reference

Details of the Trust Agreement

(1) Name Employee Share Benefit Trust
(2) Consigner Resona Holdings, Inc.
(3) Trustee

Resona Bank, Limited

Resona Bank, Limited is also expected to sign a specific comprehensive trust agreement with Custody Bank of Japan, Ltd., with the latter becoming the retrustee.

(4) Beneficiaries Recipient Employees who meet beneficiary requirements prescribed in Share Benefit Rules
(5) Trust Administrator To be appointed from among the employees of Beneficiary Subsidiaries
(6) Type of the Trust Trust of cash other than a cash trust (third-party benefit trust)
(7) Date of the signing of the Trust Agreement Not determined
(8) Date of funding Not determined
(9) Trust period

From the date of the signing of the Trust Agreement to the date of the termination of the Trust

(The date of the termination of the Trust will not be specified, so that the Trust continues as long as the System is in place.)

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