Notice Concerning Revision and Continuation of Performance-Based Stock Compensation Program

May 12, 2026

To whom it may concern

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

Notice Concerning Revision and Continuation of Performance-Based Stock Compensation Program

Resona Holdings, Inc. (the “Company”) hereby announces its decision to partially revise and continue to implement the Company’s current performance-based stock compensation program (hereinafter the “Program”), which has been in place since FY2020. This decision is based on resolutions reached by the Company’s Compensation Committee and Board of Directors at meetings held on April 30, 2026 and today, respectively. The Program is designed to benefit individuals in executive positions at the Company and its subsidiary banks (hereinafter Group banks), namely, Resona Bank, Limited, Saitama Resona Bank, Limited, Kansai Mirai Bank, Limited and Minato Bank, Limited.

1. Revision and Continuation of the Program

   In FY2020, the Company introduced the Program with the objective of enhancing incentives to be granted to beneficiaries for achieving targets under the medium-term management plan (MMP) in addition to securing a close linkage between such incentives and shareholder value. In FY2023, the Company updated the Program into a “Director Share Benefit Trust” with restrictions on the transfer of shares to be granted.

   In FY2026, the Company launched its newest MMP under the title “Shift to the Next Stage—Three Years to Create Our New Ways of Doing Business.” To realize the goal of this MMP, the Company thus decided to partially revise the Program. The revised Program is intended to sustainably improve the social and corporate value of the Resona Group as part of initiatives to maximize its corporate value.

   The revised Program utilizes the following evaluation indicators:

   1. Use of consolidated ROE (TSE standard) and the relative total shareholder return (TSR) as of the end of the final fiscal year of the MMP period, which spans from FY2026 to FY2028, as indicators for measuring financial results and stock prices

   2. Use of non-financial indicators comprising Retail Transition Financing Target and Carbon Neutrality Targets (Scopes 1 + 2) as well as indicators relative to women’s empowerment and human resource strategy.

      In these ways, the Company will comprehensively evaluate the degree of achievement relative to efforts undertaken by the beneficiaries over the course of the MMP period in terms of enhancing capital

      efficiency, improving investment returns and contributing to sustainability, the latter of which includes the creation of value for customers, society and employees.

      Item	Prior to the revision	After the revision
      Operating	Consolidated ROE (based on	・Indicators for financial results and stock
      results	shareholders’ equity)	prices
      evaluation	Relative TSR	Consolidated ROE (TSE standard)
      indicators	Changes in rating scores granted by ESG	Relative TSR
      	rating agencies	・Non-financial indicators
      		Item-by-item evaluation and
      		comprehensive evaluation by the
      		Compensation Committee based on
      		results vis-à-vis targets relative to the
      		following items
      		1)Retail Transition Financing Target
      		2)Carbon Neutrality Target (Scopes 1 + 2)
      		3)Women’s empowerment
      		4)Human resource strategy

2. Features of the Revised Program

The features of the revised Program are as follows. For an outline of the original Program, please also refer to the following press releases:

・ “Notice Concerning Introduction of New Performance-Based Stock Compensation Program for Company Group Officers” (May 12, 2020)

・ “Notice Concerning Conclusion of Contract for New Performance-Based Stock Compensation Program for Company Group Officers” (July 31, 2020)

・ “Notice Concerning Revision and Continuation of Performance-Based Stock Compensation Program Resona Holdings” (May 12, 2023)

1. Beneficiaries of the Program

   Executive officers*1 at the Company as well as executive directors and executive officers*2 at Group banks (hereinafter collectively referred to as “Eligible Group Officers”)

   *1. Excluding non-Japanese residents

   *2. Excluding outside directors and non-Japanese residents

2. Outline of the Program

   To operate the Program, the Company has established a trust (hereinafter the “Trust”) by contributing funds that will enable it to acquire its own shares (hereinafter “Company Shares”). Through the Trust, Eligible Group Officers are granted 1) Company Shares as compensation in a number commensurate with the number of points granted to them in light of degree of achievement relative to the evaluation indicators described above based on rules formulated in advance regarding share benefits (hereinafter the “Share Benefit Rules”). In addition, Eligible Group Officers are also granted 2) cash in an amount commensurate with the fair value of Company Shares in a number calculated by taking the above points into account. (Hereinafter, these shares and cash shall be collectively referred to as “the Provision of Company Shares, etc.”)

   In principle, the granting of Company Shares to Eligible Group Officers shall take place subsequent to the finalization of operating results for the final fiscal year of the coverage period stipulated in (3) below. If an Eligible Group Officer is to be granted Company Shares during his/her tenure, the Company shall reach a transfer restriction agreement with said officer prior to the granting of shares. Based on this agreement, restrictions shall be placed on the transfer of such shares until this individual steps aside from the position of the Group officer. (The details of transfer restrictions are as described in (5) and 3. below.) In addition, the granting of cash, which will be in an amount commensurate with the fair value of Company Shares to be granted to an Eligible Group Officer, shall take place when he/she steps aside from his/her Group officer position.

   [Consigner]

   Resona Holdings, Inc.

   (ii) Signing of the transfer restriction agreement

   (viii) Execution of a transfer restriction agreement

   (vii) Granting of points

   Stock

   Market

   [Beneficiaries]

   Eligible Group Officers

   (iv) Company

   Shares

   (iv) Payment of consideration

   [Trustee]

   Resona Bank, Limited. [Re-trustee]

   The Custody Bank of Japan,

   Ltd.,

   Securities firm

   (ix) Granting of Regular account cash

   (ix) Lifting of transfer restrictions

   (viii) Provision of Company Shares

   [Trust Administrator]

   Dedicated account

(iii) Additional entrustment of funds

(iv) Company’s Shares

(iv) Payment of price

(v) Dividends

(i) Resolution at the Compensation Committee

(vi) Non-exercise of voting rights

1. The Company shall obtain a Compensation Committee resolution approving the revision of the Program. At the same time, each Group bank shall obtain a resolution from its General Meeting of Shareholders approving the revision or introduction of the Program.

2. Share Benefit Rules will thus be revised or established by the Company and Group banks to regulate matters related to the Provision of Company Shares, etc.

3. The Company shall entrust additional funds to the Trust within the limits approved by the Compensation Committee based on the resolution issued as in (i) above. With regard to expenses incurred in connection with the provision of compensation to Eligible Group Officers, Group banks shall undertake necessary settlements among them or with the Company.

4. The Trust shall acquire Company Shares from the Company (via the disposal of treasury shares) or from the stock market by expending funds entrusted to it in (iii) above.

5. The Company shall pay dividends associated with Company Shares held by the Trust, as it does for other Company shares.

6. The exercise of voting rights accompanying Company Shares held by the Trust shall be entirely banned over the course of the trust period in order to secure neutrality vis-à-vis management.

7. In accordance with Share Benefit Rules stipulated in (ii) above, stock-grant points shall be given to Eligible Group Officers during the coverage period based on position held and tally of achievements relative to operating results, etc. However, 40% of these stock-grant points shall be converted into “retirement-cash-benefit points” that provide a basis for the calculation of cash to be granted when Eligible Group Officers step aside from their positions as described in (ix) below in an amount commensurate with the fair value of Company Shares held by these individuals. The latter type of points shall be managed by the Company until said individuals step aside from their positions. Where the number of Company Shares granted includes fractional shares, the above proportion shall be

1. Coverage Period of the Program

   Three fiscal years (hereinafter the “Coverage Period”) that coincide with the period of the Company’s MMP spanning from April 1, 2026 to March 31, 2029.

2. Methods for the Calculation of and Upper Limits on the Number of Company Shares to Be Granted to Eligible Group Officers

Over the course of the Coverage Period, Eligible Group Officers shall be given “benchmark points” every year based on their positions in accordance with the Share Benefit Rules. Upon the close of the final fiscal year of the Coverage Period, the Company shall determine the number of “stock-grant points” to be furnished to Eligible Group Officers by multiplying the cumulative number of “benchmark points” by a performance-linked coefficient. The determination of this coefficient shall be based on the degree of achievement relative to consolidated ROE (TSE standard) and relative TSR, which are financial results and stock price indicators. The calculation of this coefficient also takes into account item-by-item and comprehensive evaluations by the Compensation Committee of on results vis-à-vis targets relative to non-financial indicators. These comprise Retail Transition Financing Target and Carbon Neutrality Target (Scope 1 + 2) as well as indicators relative to women’s empowerment and human resource strategy. However, if the Common Equity Tier 1 (CET1) capital ratio for the final fiscal year of the Coverage Period falls short of 8.0%, the performance-linked coefficient shall be zero. In addition, 40% of stock-grant points shall be converted into “retirement-cash-benefit points,” which shall be managed by the Company until the Eligible Group Officer retire from his/her position. These points provide a basis for the calculation of