Announcement Regarding Decision on Matters Concerning Acquisition of Treasury Shares (Acquisition of treasury shares pursuant to Article 156, Paragraph 1 of the Companies Act, based upon a provision of the Articles of Incorporation made under Article 459, Paragraph 1, Item 1 of the Companies Act)
May 11, 2021
Resona Holdings, Inc.
Resona Holdings, Inc. ("Resona Holdings") has resolved, at its board of directors meeting held today, to acquire its treasury shares pursuant to Article 156, Paragraph 1 of the Companies Act, based upon the provision of Article 50 of Resona Holdings' Articles of Incorporation made under Article 459, Paragraph 1, Item 1 of the Companies Act, as follows.
1. Reasons for the acquisition of treasury shares
Resona Holdings will conduct an acquisition of its treasury shares in order to respond to a dilution of EPS which occurred due to the execution of a series of transactions (the "Transaction") aimed at Resona Holdings making Kansai Mirai Financial Group a wholly-owned subsidiary, including 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 (Note). In order to respond to such dilution of EPS, Resona Holdings determined the maximum total number of shares to be acquired by taking into consideration the fluctuation in the total number of shares issued by Resona Holdings through the Transaction and the fluctuation in the amount of Net Income Attributable to Owners of the Parent of Resona Holdings.
- (Note)Please also see 1.(2)(c) "Acquisition of Treasury Shares" (PDF page 24) of "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. The description (excerpt) is as follows: "If a potential dilution of EPS occurs upon the Transaction, in order to respond to such dilution, Resona Holdings intends to acquire treasury shares through market buying promptly after the Transaction."
2. Details of the matters concerning the acquisition
||Ordinary shares of Resona Holdings|
||Up to 88,000,000 shares
(3.51% of the total number of ordinary shares issued (excluding treasury shares))
||Up to 50,000,000,000 yen|
||From May 12, 2021 to September 30, 2021|
||Market buying on the Tokyo Stock Exchange
The treasury shares to be acquired under this acquisition of treasury shares will be considered to be retired.
Status of treasury share holding (ordinary shares) as of April 1, 2021
|Total number of shares issued
(including treasury shares)
|2,512,049,555 shares (note 1)|
|Number of treasury shares||5,837,458 shares (note 2)|
- (note 1) 209,220,364 shares of Resona Holdings that were delivered through effectuation of a share exchange on April 1, 2021 between Resona Holdings, as the wholly-owning parent company, and Kansai Mirai Financial Group, Inc., as the wholly-owned subsidiary, have been added to the total number of shares of Resona Holdings issued as of March 31, 2021.
- (note 2) Including shares of Resona Holdings held by the ESOP-type Stock Benefit Trust for the Employee Shareholding Association and the Stock Benefit Trust for the Executives. As of March 31, 2021, 4,840,100 shares of Resona Holdings are held by the ESOP-type Stock Benefit Trust for the Employee Shareholding Association and the Stock Benefit Trust for the Executives.