Tokyo, May 14, 2024
To whom it may concern,

Resona Holdings, Inc.
( Code 8308: Prime Market of Tokyo Stock Exchange)

Announcement Regarding Partial Amendment
to the Articles of Incorporation

Resona Holdings, Inc. (President: Masahiro Minami) ("Resona HD") hereby announces that it has
resolved, at a meeting of the Board of Directors held on May 14, 2024, to submit a proposal forpartial amendment to the Articles of Incorporation to the 23rd Ordinary General Meeting ofShareholders scheduled to be held on June 26, 2024, as described below.

1.

Purpose of the Amendment to the Articles of IncorporationAs publication of LIBOR was permanently stopped at the end of June 2023 and the market
practice related to benchmark rates used in financial products is expected to be changing,Resona HD proposes to amend the provision for calculation of the rate of dividends forpreferred shares.
At present, Resona HD has no concrete plan to issue new preferred shares.

2.

Contents of the Amendment to the Articles of Incorporation
The contents of the amendment are as shown in the attached.

3.

Schedule (Planned)
Date of the ordinary general meetingof shareholders

June 26, 2024 (Wednesday)

Effective date of the amendment to theArticles of Incorporation

June 26, 2024 (Wednesday)
End1

(The amended sections are underlined)

Current Articles

Chapter III

Amended Articles

Preferred Shares

Chapter III

Preferred Shares

Article 11. (Preferred Dividends)

Article 11. (Preferred Dividends)

1.
In the event that the Company pays
dividends of surplus set forth in Article 51(excluding the interim dividends provided for in
Paragraph 1 of Article 51), the Company shall pay
to shareholders of preferred shares (hereinafterreferred to as the “Preferred Shareholders”) or
registered share pledgees of preferred shares(hereinafter referred to as the “RegisteredPledgees of Preferred Shares”), prior to thepayment to shareholders of ordinary shares(hereinafter referred to as the “OrdinaryShareholders”) or registered share pledgees ofordinary shares (hereinafter referred to as the“Registered Pledgees of Ordinary Shares”),
dividends of surplus in the respective amounts
described below (hereinafter referred to as the“Preferred Dividends”); provided, however, that if
the Preferred Interim Dividends provided for in
Article 12 were paid during the business year
immediately preceding the payment of dividendsof surplus, the amounts of the Preferred Dividends
shall be reduced by the amounts of such PreferredInterim Dividends.

1.
In the event that the Company pays
dividends of surplus set forth in Article 51(excluding the interim dividends provided for in
Paragraph 1 of Article 51), the Company shall pay
to shareholders of preferred shares (hereinafterreferred to as the “Preferred Shareholders”) or
registered share pledgees of preferred shares(hereinafter referred to as the “RegisteredPledgees of Preferred Shares”), prior to thepayment to shareholders of ordinary shares(hereinafter referred to as the “OrdinaryShareholders”) or registered share pledgees ofordinary shares (hereinafter referred to as the“Registered Pledgees of Ordinary Shares”),
dividends of surplus in the respective amounts
described below (hereinafter referred to as the“Preferred Dividends”); provided, however, that if
the Preferred Interim Dividends provided for in
Article 12 were paid during the business year
immediately preceding the payment of dividendsof surplus, the amounts of the Preferred Dividends
shall be reduced by the amounts of such PreferredInterim Dividends.

First through Fourth Series of Class 7 Preferred First through Fourth Series of Class 7 Preferred
Shares:Shares:An amount of money per share equivalent to the An amount of money per share equivalent to theamount to be paid in per share of the First through amount to be paid in per share of the First throughFourth Series of Class 7 Preferred Shares (which Fourth Series of Class 7 Preferred Shares (whichshall not exceed JPY 35,000 per share for the First shall not exceed JPY 35,000 per share for the First
through Fourth Series of Class 7 Preferred Shares) through Fourth Series of Class 7 Preferred Shares)
multiplied by the rate of dividends to be multiplied by the rate of dividends to bedetermined in the manner prescribed by a determined in the manner prescribed by aresolution of the Board of Directors prior to an resolution of the Board of Directors prior to anissue of shares of such preferred shares shall be issue of shares of such preferred shares shall bepaid. Provided, the rate of dividends shall not paid. Provided, the rate of dividends shall notexceed, in case of a fixed rate of dividends, 10% exceed, in case of a fixed rate of dividends, 10%per annum, or, in case of a variable rate of per annum, or, in case of a variable rate ofdividends, LIBOR, TIBOR, swap rate or any other dividends, a benchmark interest rate used inbenchmark for interest rate used generally in issue financial products plus 5% per annum.
of securities plus 5% per annum.
First through Fourth Series of Class 8 Preferred First through Fourth Series of Class 8 Preferred
Shares:Shares:An amount of money per share equivalent to the An amount of money per share equivalent to theamount to be paid in per share of the First through amount to be paid in per share of the First throughFourth Series of Class 8 Preferred Shares (which Fourth Series of Class 8 Preferred Shares (whichshall not exceed JPY 35,000 per share for the First shall not exceed JPY 35,000 per share for the First
through Fourth Series of Class 8 Preferred Shares) through Fourth Series of Class 8 Preferred Shares)
multiplied by the rate of dividends to be multiplied by the rate of dividends to bedetermined in the manner prescribed by a determined in the manner prescribed by aresolution of the Board of Directors prior to an resolution of the Board of Directors prior to anissue of shares of such preferred shares shall be issue of shares of such preferred shares shall be2

(The amended sections are underlined)

Current Articles
paid. Provided, the rate of dividends shall not
exceed, in case of a fixed rate of dividends, 10%
per annum, or, in case of a variable rate ofdividends, LIBOR, TIBOR, swap rate or any otherbenchmark for interest rate used generally in issueof securities plus 5% per annum.

Amended Articles
paid. Provided, the rate of dividends shall not
exceed, in case of a fixed rate of dividends, 10%
per annum, or, in case of a variable rate ofdividends, a benchmark interest rate used infinancial products plus 5% per annum.

2.

(Omitted)

2.

(Same as at present)

3.

(Omitted)

3.

(Same as at present)3