CREDIT SAISON CO., LTD. June 1, 2023
To all whom it may concern
Company Name: Credit Saison Co., Ltd.
Representative: Katsumi Mizuno, Executive President and COO
(Code: 8253, Prime Market of the Tokyo Stock Exchange)
Inquiries: Yuka Wakamatsu, General Manager, Public Relations Office
(TEL: +81-3-3982-0700)
Partial Corrections to the Notice of the 73rd Ordinary General Meeting of Shareholders
Credit Saison Co., Ltd. (hereinafter referred to as "Credit Saison") announced today that there are items for correction in the Notice of the 73rd Ordinary General Meeting of Shareholders of Credit Saison, and that it will correct these by posting the corrections on its website, as follows.
Details
Location and Content of the Corrections (corrected locations are shown by underlining)
Notice of the 73rd Ordinary General Meeting of Shareholders page 5
(Before correction)
Proposal No. 3: Election of Twelve (12) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, to strengthen the management system, the number of Directors will be increased by three (3), and the Company proposes the election of twelve
- Directors including five (5)Outside Directors (four (4) Independent Outside Directors). (Remainder omitted)
(After correction)
Proposal No. 3: Election of Twelve (12) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, to strengthen the management system, the number of Directors will be increased by three (3), and the Company proposes the election of twelve
- Directors including four (4)Outside Directors (four (4) Independent Outside Directors). (Remainder omitted)
Notice of the 73rd Ordinary General Meeting of Shareholders page 6
(Before correction)
8
Kosuke Kato
Male
-
-
New candidate
Outside
-
(After correction)
8
Kosuke Kato
Male
-
-
New candidate
-
Notice of the 73rd Ordinary General Meeting of Shareholders page 14 (Before correction)
No. | Name | Number of shares of the | |
(Date of birth) | Company owned | ||
Kosuke Kato | |||
(March 15, 1966) | (Omitted) | ||
8 | (57 years old) | 0 | |
New candidate | |||
Outside | |||
[Reason for selection as a candidate for OutsideDirector and expected roles]
As a person with experience of the operations of Suruga Bank and as a director of a listed company, he has extensive experience in and broad insight into corporate management. The Company expects him to utilize this insight to provide supervision, advice, etc. from a professional perspective mainly with respect to management strategies. In addition, the Company has deemed that inviting him, who is Representative Director and Vice President of Suruga Bank, with which the Company entered into a capital and business alliance on May 18, 2023, will further deepen collaboration between the two parties and contribute greatly to the creation of new financial services by the two parties, and has selected him as a candidate for OutsideDirector.
(Remainder omitted)
(After correction)
No. | Name | Number of shares of the | |
(Date of birth) | Company owned | ||
Kosuke Kato | (Omitted) | ||
(March 15, 1966) | |||
8 | (57 years old) | 0 | |
New candidate | |||
[Reason for selection as a candidate for Director]
As a person with experience of the operations of Suruga Bank and as a director of a listed company, he has extensive experience in and broad insight into corporate management. The Company expects him to utilize this insight to provide supervision, advice, etc. from a professional perspective mainly with respect to management strategies. In addition, the Company has deemed that inviting him, who is Representative Director and Vice President of Suruga Bank, with which the Company entered into a capital and business alliance on May 18, 2023, will further deepen collaboration between the two parties and contribute greatly to the creation of new financial services by the two parties, and has selected him as a candidate for Director.
(Remainder omitted)
Notice of the 73rd Ordinary General Meeting of Shareholders page 19
(Before correction)
Notes: 1. Special interests between the candidates and the Company
Other than those mentioned above, no special interests exist between the above candidates for Director and the Company. Note that candidate for Outside DirectorKosuke Kato serves as Representative Director and Vice President of Suruga Bank which will become a specified associated business operator (associate) of the Company after the acquisition of Suruga Bank's shares based on the Alliance Agreement, and that between the Company and Suruga Bank various transactions are conducted, including financing transactions, issuance of affiliated cards, and assignment of claims concerning asset formation loans. However, each of the transaction amounts is less
than 0.1% of the Company's consolidated total assets balance, consolidated net revenue or consolidated transaction volume.
2. Naoki Togashi, Nana Otsuki, Hitoshi Yokokura, Kosuke Kato,and Eiji Sakaguchi are candidates for Outside Director.
(After correction)
Notes: 1. Special interests between the candidates and the Company
Other than those mentioned above, no special interests exist between the above candidates for Director and the Company. Note that Kosuke Kato serves as Representative Director and Vice President of Suruga Bank which will become a specified associated business operator (associate) of the Company after the acquisition of Suruga Bank's shares based on the Alliance Agreement, and that between the Company and Suruga Bank various transactions are conducted, including financing transactions, issuance of affiliated cards, and assignment of claims concerning asset formation loans. However, each of the transaction amounts is less than 0.1% of the Company's consolidated total assets balance, consolidated net revenue or consolidated transaction volume.
2. Naoki Togashi, Nana Otsuki, Hitoshi Yokokura, and Eiji Sakaguchi are candidates for Outside Director.
Moreover, with regard to the skills matrix for Directors andAudit & Supervisory Board Members provided for reference on page 25 of the Notice of the 73rd Ordinary General Meeting of Shareholders, Kosuke Kato has been listed as an Outside Director; however, as described above, he is to be elected not as an Outside Director but as an ordinary Director. There is no correction to his skill set, however.
The end
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Disclaimer
Credit Saison Co. Ltd. published this content on 02 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2023 00:04:08 UTC.
