Making Digital Garage, Inc. an Equity Method Affiliate Strengthening the settlement business and new business development fields

Tokyo, July 31, 2025

Resona Holdings, Inc.

Resona Holdings, Inc. (Group CEO, Director, President and Representative Executive Officer: Masahiro Minami, the "Company") hereby announces that as detailed below, it adopted a resolution, at its board of directors meeting held today, to make Digital Garage, Inc. (Representative Director, President Executive Officer and Group CEO: Kaoru Hayashi, "DG") its equity method affiliate by additionally acquiring common shares of DG (the "Share Acquisition"), and with the aim of strengthening and deepening an alliance in the settlement business and new business development fields, to enter into an agreement concerning a new capital and business alliance (the "Capital and Business Alliance") (the agreement is hereinafter referred to as the "Capital and Business Alliance Agreement").

It is also announced that the Share Acquisition falls under "buying up" as specified in Article 167(1) of the Financial Instruments and Exchange Act and Article 31 of the Order for Enforcement of the Financial Instruments and Exchange Act.

1. Purpose of and Reason for the Capital and Business Alliance

The Company and DG have steadily promoted their collaboration, such as joint development of solutions that meet the diversified needs for settlement based on their capital and business alliance commencing from November 2022.

As a world with interest rates expands, the current competitive environment is rapidly changing, and deposits are becoming increasingly important. In order to catch the flow of funds of companies and individuals and acquire highly sticky deposits, initiatives in the settlement business are becoming increasingly important. Furthermore, as the diversification of payment and collection methods for both BtoB and BtoC progresses, such as the abolition of bills and checks and the rapid transition to cashless payment, various players, including Fintech companies, have entered the settlement business area and the competitive environment is intensifying. In order to establish a competitive position, it is essential to build the entire business model that goes beyond just providing a fund settlement function and to improve its solution capabilities, including the utilization of alliance strategies.

Based on such background, the Company has executed the Capital and Business Alliance Agreement with DG, which possesses advanced functions and know-how in the rapidly growing settlement business. The Company believes that its partnership with DG, which also has diverse knowledge regarding solutions contributing to operational efficiency and DX, the Fintech field, and start-up business, will not only allow us to provide more value-added services, but will also dramatically accelerate the utilization of advanced technologies and their business implementation in future growth areas.

By integrating the Resona Group's corporate customer base of 500,000 companies and financial knowledge and DG's strengths more deeply and extensively through this initiative, both companies will jointly develop and promote a platform business that will resolve the ever-diversifying and sophisticated problems of customers and respond to social issues.

2. Details of the Capital and Business Alliance

(1) Details of the Business Alliance

The Company and DG have agreed to strengthen and deepen five initiatives in the settlement business and new business development areas. Aiming to establish a unique position with a competitive advantage in a rapidly changing environment, the Company will work to develop and provide valuable solutions to more customers, and will strengthen its capabilities to acquire deposits in a world with interest rates and advance the prompt commercialization of growth areas.

(i) Strengthening of the joint sales operations systems

With human resources dedicated to settlements seconded from the DG Group, who will support the Resona Group employees, the Company will provide cashless settlement solutions for corporate customers. In this way, the Company will develop cutting-edge non-face-to-face settlement services for the 500,000 corporate customers of the Resona Group.

(ii) Joint development of next-generation settlement apps for small and medium-sized merchants

In order to lower the hurdles for the introduction of cashless settlement for small and medium-sized businesses, such as restaurants and retailers, both companies will jointly develop next-generation settlement apps that "can be started immediately with a smartphone or tablet at hand" and "can improve cash management and cash flow."

(iii) Support for DG's entry into financial business for small and medium-sized enterprises

Utilizing the settlement and commercial flow data, and AI technology provided by DG, The Company will support DG's immediate, highly convenient digital financial services for small and medium-sized enterprises which utilizes the settlement and commercial flow data, and AI technology. This will help fund management and improvement in operational efficiency, and boost the growth of domestic small and medium-sized enterprises.

(iv) Strengthening of new business development, including utilization of group companies and alliance networks

To date, the Company has provided services, such as "CurePort" and "Bill Card Payment Online," mainly through collaboration with DG and its major subsidiaries, such as DG Financial Technology, Inc. In the future, the Company will actively engage in new business development that utilizes the assets of both groups on a broader scale, including other affiliates and alliance networks held by DG.

(v) Strengthening of CVC fund's strategic returns

Through the CVC fund "DG Resona Ventures No. 1 Investment Limited Partnership", totaling 13 billion yen, that was jointly established in March 2024, the Company has made investments in various start-ups. In order to further expand its business, the Company aims to strengthen strategic returns, such as creating business synergies and building a foundation for long-term growth, by accelerating new business development through collaboration with investees with advanced business models that utilize digital data technology.

(2) Details of the Share Acquisition

The Company entered into a share transfer agreement (the "Share Transfer Agreement") with Oasis Management Company Ltd. ("Oasis") as of today, and agreed to acquire all of the common shares of DG held by the funds operated by Oasis^*1 subject to fulfillment of certain conditions, such as the Fair Trade Commission's notice to the effect that it will not issue a cease-and-desist order regarding a notification under Article 10(2) of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947; as amended). As a result of the Share Acquisition, DG is expected to become an equity method affiliate of the Company.

• *18,520,200 shares (the ratio obtained by using the number of voting rights of all shareholders as of March 31, 2025, as a denominator, and rounding off to the second decimal place (the "Voting Rights Ownership Ratio") is 18.52%)

3. Overview of Our Capital and Business Alliance Partner

(1) Name

Digital Garage, Inc.

(2) Location

3-5-7, Ebisu Minami, Shibuya-ku, Tokyo

(3) Title and Name of Representative

Kaoru Hayashi, Representative Director, President Executive Officer and Group CEO

(4) Description of Business Activities

Platform Solution Business, Long Term Incubation Business, Global Investment Incubation Business

(5) Capital

7,888 million yen (as of March 31, 2025)

(6) Date of Incorporation

August 17, 1995

(7) Number of Issued Shares

47,650,900 shares (as of March 31, 2025)

(8) Fiscal Term

March

(9) Number of Employees

1,321 (consolidated) (as of March 31, 2025)

(10) Main Client

－

(11) Main Bank

MUFG Bank, Ltd., Resona Bank, Limited., Mizuho Bank, Ltd., Sumitomo Mitsui Trust Bank, Limited, Sumitomo Mitsui Banking Corporation

(12) Major Shareholders and Ownership Ratio (as of March 31, 2025)

(13) Relationship with the Company

(14) Business performance and financial position in the most recent three fiscal years

• *2The dividend per share for the fiscal year ended March 31, 2025, includes a dividend of 10 yen to commemorate the 30th anniversary of DG's founding.

4. Schedule

5. Outlook

The Company believes that the impact of both the Capital and Business Alliance and making DG its equity method affiliate on the Company's operating results for the current fiscal year is expected to be insignificant but they will contribute toward improving the Company's operating results over the medium to long term. The Company will promptly announce any matters that should be disclosed.