RSNHF / Resona Holdings, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

AMERICAN DEPOSITARY RECEIPT

Exhibit (a) NUMBER AMERICAN DEPOSITARY SHARES CUSIP # Each American Depositary Share represents the right to receive two (2) shares of common stock of Resona Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS RESONA HOLDINGS, INC. (Exact name of issuer of deposited securities a

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No.

LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP July 25, 2025

Exhibit (d) LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP July 25, 2025 Citibank, N.

Rule 466 Certification

Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: 1. That it previously had filed a registration statement on Form F-6 (Registration No. 333-227277), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement except for the shares repre

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts RESONA HOLDINGS, INC. (Exact name of issuer of deposited sec

Registration No. 333-      As filed with the Securities and Exchange Commission March 4, 2025 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts RESONA HOLDINGS, INC. (Exact name of issuer of deposited securities as specified in its charter) Japan (Jurisd

Deutsche Bank Trust Company Americas American Depositary Receipt American Depositary Shares Representing Common Stock of Resona Holdings, Inc. (Incorporated under the laws of Japan)

Exhibit (a) Number SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

Certification under Rule 466

Exhibit (e) Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Hochtief AG, 333-228091), which the U.

Deutsche Bank Trust Company Americas, as Depositary

Exhibit (d) The Chrysler Building 405 Lexington Avenue, NY, NY 10174-1299 Tel: 212.

Certification under Rule 466

Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Kyoto Financial Group Inc., 333-282774) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and ti

JPMorgan Chase Bank, N.A. American Depositary Receipt American Depositary Shares Representing Shares of Common Stock of Resona Holdings, Inc. (the "Issuer") (Incorporated under the laws of Japan)

SUBSCRIPTION RIGHTS: Under current Japanese practice offerings of rights to subscribe to additional underlying securities are sometimes made, and in varying amounts, with a subscription price sometimes below the current market price of the security.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts Resona Holdings, Inc. (Exact name of Issuer of deposited sec

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 For American Depositary Shares Evidenced by American Depositary Receipts Resona Holdings, Inc. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization of Issuer) JPMorgan Chase Bank, N.A. (Exact name of de

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 February 6, 2025

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 February 6, 2025 JPMorgan Chase Bank, N.

As filed with the Securities and Exchange Commission on May 23, 2024. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For Depositary Shares Resona Holdings, In

As filed with the Securities and Exchange Commission on May 23, 2024. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 For Depositary Shares Resona Holdings, Inc. (Exact name of issuer of deposited securities as specified in its charter) N/A (Translation of issuer’s name into English) Japan (Jurisdictio

Emmet, Marvin & Martin, llp Counsellors at Law 120 Broadway New York, New York 10271 Tel: 212-238-3000 Fax: 212-238-3100

Emmet, Marvin & Martin, llp Counsellors at Law 120 Broadway New York, New York 10271 Tel: 212-238-3000 Fax: 212-238-3100 www.

THE BANK OF NEW YORK MELLON FORM OF AMERICAN DEPOSITARY RECEIPT STATEMENT OF TERMS AND CONDITIONS WITH RESPECT TO AMERICAN DEPOSITARY SHARES COMMON STOCK OF RESONA HOLDINGS, INC. (THE “COMPANY”) (INCORPORATED UNDER THE LAWS OF JAPAN)

AMERICAN DEPOSITARY SHARES (One (1) American Depositary Share represents Two (2) Shares) THE BANK OF NEW YORK MELLON FORM OF AMERICAN DEPOSITARY RECEIPT AND STATEMENT OF TERMS AND CONDITIONS WITH RESPECT TO AMERICAN DEPOSITARY SHARES REPRESENTING COMMON STOCK OF RESONA HOLDINGS, INC.

Notice Regarding Results of the Tender Offer for Shares of Kansai Mirai Financial Group, Inc. (Securities Code: 7321)

EXHIBIT 5 The transactions are made for the securities of Japanese companies. The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may b

(Correction) Notice Regarding Partial Correction of the “Notice Regarding Results of the Tender Offer for Shares of Kansai Mirai Financial Group, Inc. (Securities Code: 7321)”

EXHIBIT 6 The transactions are made for the securities of Japanese companies. The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may b

- AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB (Amendment No. 2) TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [

- AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB (Amendment No. 1) TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [

(Correction) Notice Regarding Partial Correction of the “Notice Regarding Commencement of Tender Offer for Shares of Kansai Mirai Financial Group, Inc. (Securities Code: 7321)”

EXHIBIT 4 The transactions are made for the securities of Japanese companies. The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may b

- FORM F-X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filer”): Resona Holdings, Inc. B. (1) This is ☒ an original filing for the Filer ☐ an amended filing for the Filer (2) Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule

English translation of the press release titled “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.

EXHIBIT 2 The transactions are made for the securities of Japanese companies. The offer is subject to the disclosure requirements of Japan, which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It

English translation of the press conference material titled “Enhancement of Group Management by Resona – Making Kansai Mirai Financial Group a Wholly-owned Subsidiary” dated November 10, 2020.

EXHIBIT 3 Enhancement of Group Management by Resona ～ Making Kansai Mirai Financial Group a Wholly - owned Subsidiary ～ November 10, 2020 1 1.

- FORM CB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ] Exchange Act Ru

English translation of the press release titled “Notice Regarding Commencement of Tender Offer for Shares of Kansai Mirai Financial Group, Inc. (Securities Code: 7321)” dated November 10, 2020.

EXHIBIT 1 The transactions are made for the securities of Japanese companies. The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may b

Resona Holdings AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB (Amendment No. 2) TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [

Resona Holdings AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB (Amendment No. 2) TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [

Notice concerning a Business Integration between The Minato Bank, Ltd., Kansai Urban Banking Corporation and The Kinki Osaka Bank, Ltd.

EXHIBIT 2 The transactions pursuant to the business integration are made for the securities of Japanese companies.

Creation of Kansai Mirai Financial Group September 26, 2017 Kansai Mirai Financial Group, Inc . Resona Holdings, Inc. (RHD) The Minato Bank, Ltd. (MB) Kansai Urban Banking Corporation (KUB) The Kinki Osaka Bank, Ltd. (KOB)

EXHIBIT 3 Creation of Kansai Mirai Financial Group September 26, 2017 Kansai Mirai Financial Group, Inc .

Resona Holdings AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB (Amendment No. 1) TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [

Creation of Kansai Mirai Financial Group September 26, 2017 Kansai Mirai Financial Group, Inc . Resona Holdings, Inc. (RHD) The Minato Bank, Ltd. (MB) Kansai Urban Banking Corporation (KUB) The Kinki Osaka Bank, Ltd. (KOB)

EX-99.3 3 eh1700983ex03.htm EXHIBIT 3 EXHIBIT 3 Creation of Kansai Mirai Financial Group September 26, 2017 Kansai Mirai Financial Group, Inc . Resona Holdings, Inc. (RHD) The Minato Bank, Ltd. (MB) Kansai Urban Banking Corporation (KUB) The Kinki Osaka Bank, Ltd. (KOB) 1 Kansai Mirai Financial Group, Inc. (KMFG ) Company Name and Management Principles Our corporate name represents our determinati

Notice concerning a Business Integration between The Minato Bank, Ltd., Kansai Urban Banking Corporation and The Kinki Osaka Bank, Ltd.

EXHIBIT 2 The transactions pursuant to the business integration are made for the securities of Japanese companies.

Resona Holdings AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB (Amendment No. 1) TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [

Resona Holdings FORM F-X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filer”): Resona Holdings, Inc. B . (1) This is R an original filing for the Filer £ an amended filing for the Filer (2) Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule

Resona Holdings FORM CB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ] Exchange Act Ru

Resona Holdings FORM CB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ] Exchange Act Ru