Announcement Regarding Partial Amendment to the Articles of Incorporation
May 12, 2016
Resona Holdings, Inc.
Resona Holdings, Inc. ("Resona HD") hereby announces that it has resolved, at a meeting of the Board of Directors held on May 12, 2016, to submit a proposal for partial amendment to the Articles of Incorporation to the 15th Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2016, as described below. With respect to such proposal, a proposal for partial amendment to the Articles of Incorporation concerning Preferred Shares is also to be submitted to the meetings of shareholders of respective class shares to be held on June 24, 2016.
I. Purpose of the Amendment to the Articles of Incorporation
(1) Partial Amendment to the Articles of Incorporation concerning Business Purposes
"The Bill Partially Amending the Banking Act, etc. to Respond to Changes in the Environment Including the Development of Information and Telecommunications Technologies" that was submitted to the 190th session of the National Diet provides that a bank holding company may, subject to authorization, engage in common/overlapping businesses such as system management business, asset management business, and others (Article 52-21-2 of the Banking Act, amended by the bill). On the basis of such trend in the amendments of the Banking Act and others, Resona HD will partially amend provisions concerning the business purposes of Resona HD in order to respond appropriately to the future review of the scope of business of the bank holding company.
(2) Partial Amendment to the Articles of Incorporation concerning Preferred Shares
- (i)In relation to the cancellation of all Class C Preferred Shares, Class F Preferred Shares and Class 4 Preferred Shares, delete the provisions regarding the total number of authorized shares in each class with respect to these Preferred Shares as well as reduce the total number of authorized shares.
- (ii)In relation to the cancellation of all of Class C Preferred Shares, Class F Preferred Shares and Class 4 Preferred Shares, delete the provisions regarding these Preferred Shares.
- (iii)While it has been possible to issue preferred shares in compliance with the international standard for the capital adequacy requirements, in addressing the domestic standard as well, amend the current terms of the First through Fourth series of Class 7 Preferred Shares and the First through Fourth series of Class 8 Preferred Shares in order to be capable of issuing preferred shares in compliance with both of the capital adequacy requirements for the domestic standard and the international standard. There is no scheduled issue of Preferred Shares at present.
- (iv)Make amendments to the article number following amendments described in (i), (ii) and (iii) above.
II. Contents of the Amendment to the Articles of Incorporation
The contents of the amendment are as shown in the attached.
III. Schedule (Planned)
|Date of the general meeting of shareholders for the purpose of the amendment to the Articles of Incorporation||June 24, 2016 (Friday)|
|Effective date of the amendment||June 24, 2016 (Friday)|