Notice Concerning Grant of Voting Rights to Shareholders Who Will Acquire Shares After Record Date by Resona Holdings, Inc.
January 29, 2021
Resona Holdings, Inc.
Kansai Mirai Financial Group, Inc.
Resona Holdings, Inc. ("Resona Holdings") hereby announces that at its board of directors meeting held today, it has resolved to grant voting rights at the ordinary shareholders meeting to be held in June 2021 (the "Ordinary Shareholders Meeting") to those who will acquire Resona Holdings' shares of common stock through a share exchange (the "Share Exchange") between Resona Holdings, as the wholly-owning parent company, and Kansai Mirai Financial Group, Inc. ("Kansai Mirai Financial Group"), as the wholly-owned subsidiary, after the record date for voting rights at the Ordinary Shareholders Meeting, subject to certain conditions, including the Share Exchange becoming effective as follows:
1. Shares for Which Voting Rights Are Granted
Resona Holdings' Shares of Common Stock to be Delivered Through the Share Exchange.
The Number of Resona Holdings' Shares of Common Stock to be Delivered Through the Share Exchange 209,198,802 Shares (Scheduled)
The above number of Resona Holdings' shares of common stock to be delivered through the Share Exchange has been calculated based on the following, which may fluctuate: (i) the total number of issued and outstanding shares of common stock of Kansai Mirai Financial Group as of September 30, 2020 (372,876,219 shares); (ii) the number of shares of Kansai Mirai Financial Group's common stock owned by Resona Holdings as of today (225,162,649 shares); and (iii) the number of treasury shares pertaining to Kansai Mirai Financial Group's common stock owned by Kansai Mirai Financial Group that are planned to be cancelled before the Share Exchange becomes effective (390,470 shares).
2. Reason for Granting Voting Rights
As announced in the "Notice Regarding the Execution of the Share Exchange Agreement (Simplified Share Exchange) for Resona Holdings, Inc. to Make Kansai Mirai Financial Group, Inc. a Wholly-Owned Subsidiary" dated November 10, 2020, Resona Holdings and Kansai Mirai Financial Group intend to implement the Share Exchange on April 1, 2021, as the effective date.
Therefore, Resona Holdings has maintained that it is consistent with the purport of the Share Exchange to grant voting rights at the Ordinary Shareholders Meeting also to Kansai Mirai Financial Group's shareholders acquiring Resona Holdings' shares of common stock through the Share Exchange. Accordingly, pursuant to Article 124, paragraph 4 of the Companies Act, Resona Holdings has decided to grant voting rights also to those shareholders who will acquire Resona Holdings' shares of common stock after the record date for voting rights at the Ordinary Shareholders Meeting (March 31, 2021) through the Share Exchange.
The grant of voting rights is in accordance with Article 11 of the Share Exchange Agreement dated November 10, 2020, executed between Resona Holdings and Kansai Mirai Financial Group.Download PDF File