Notice of change of members of the Independent Committee formed as part of Countermeasures to Large-Scale Acquisitions of Tosei Shares (Takeover Defense Measures)
Note: This English document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
Tosei Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
[Translation]
To whom it may concern
April 25, 2016
Tosei Corporation
Toranomon Tosei Building, 4-2-3 Toranomon, Minato-ku, Tokyo
President and CEO: Seiichiro Yamaguchi
Securities code: 8923 (Tokyo Stock Exchange, First Section)
S2D (Singapore Exchange, Mainboard)
Contact: Noboru Hirano, Director and CFO
TEL: +81-3-3435-2865
Notice of change of members of the Independent Committee formed as part of Countermeasures to Large-Scale Acquisitions of Tosei Shares (Takeover Defense Measures)
Tosei Corporation (the"Company") hereby announces that both Mr. Goro Kamino and Mr. Tatsuki Nagano, members of the Independent Committee established under the Countermeasures to Large-Scale Acquisitions of Tosei Shares (Takeover Defense Measures) the renewal of which was approved at the 65th ordinary general meeting of shareholders of the Company held on February 25, 2015, resigned from their positions as members of the Independent Committee.
The Company thus hereby informs that, due to the above their resignations, the Board of Directors of the Company at its meeting held on today to appoint two new members of the Independent Committee as described below.
Newly Appointed Members of the Independent Committee
Kenichi Shohtoku
| Oct. 1995 | Entered Asahi & Co., Ltd. (the predecessor of KPMG AZSA LLC) |
|---|---|
| Sep. 1999 | Transferred to Arthur Andersen & Co., Kuala Lumpur Office |
| Sep. 2002 | Entered SCS Global Accounting Co., Ltd. (the predecessor of SCS Global Consulting (S) Pte Ltd) |
| Nov. 2003 | Representative Director of SCS Global Accounting Co., Ltd. (the predecessor of SCS Global Consulting (S) Pte Ltd) (current position) |
| Sep. 2005 | Director of O-RID GLOBAL BPO PTE. LTD. |
| Dec. 2010 | Statutory Auditor of ROKI TECHNO CO., LTD |
| Feb. 2012 | Director of the Company (current position) |
| Jan. 2013 | Statutory Auditor of ROKI GROUP HOLDINGS CO., LTD. (current position) |
*Mr. Kenichi Shohtoku is an outside director as set out in Article 2, Item 15 of the Companies Act.
Mr. Shohtoku is the representative director of SCS Global Holdings Pte Ltd, with which the Company had a consulting service agreement until February 28, 2015 in connection with overseas operational development. However, the Company expects no conflict of interest to arise between him and its shareholders, as the amount of fees paid to the said company was immaterial, etc., the Company determines that Mr. Shohtoku’s former position does not affect his independence as a member of the Independent Committee of the Company.
Hiroshi Nishinakama
| Apr. 1978 | Entered The Sanwa Bank, Limited (the predecessor of The Bank of Tokyo-Mitsubishi UFJ,Ltd.) |
|---|---|
| Oct. 1987 | Manager of London Branch |
| May. 1992 | Senior Manager of International Business Promotion Department, Americas Office |
| Aug. 1994 | General Manager of Kwai-Chung Sub Branch of Hong Kong Branch |
| Aug. 1996 | Senior Manager of Credit Administration Department |
| Oct. 1999 | Senior Vice President of Derivative Products Department |
| Jan. 2002 | UFJ Bank Limited (the predecessor of The Bank of Tokyo-Mitsubishi UFJ, Ltd.) Senior Manager of Internal Audit Department |
| Jan. 2006 | The Bank of Tokyo-Mitsubishi UFJ, Ltd. Senior Manager of Internal Audit & Credit Examination Division |
| Apr. 2007 | Joined ORIX Real Estate Corporation as General Manager of Internal Audit Department |
| Mar. 2008 | Transferred to ORIX Corporation General Manager of Internal Audit Department (current position) |
| Jul. 2008 | Audit & Supervisory Board Member of ORIX Real Estate Corporation |
| Mar. 2012 | Director and General Manager of Internal Audit Department of ORIX Real Estate Investment Advisors Corporation |
| Feb. 2015 | Audit & Supervisory Board Member of the Company (current position) |
| Feb. 2016 | Audit & Supervisory Board Member of Tosei Asset Advisors, Inc. (current position) |
*Mr. Hiroshi Nishinakama is an outside Audit & Supervisory Board Member as set out in Article 2, Item 16 of the Companies Act.
Mr. Hiroshi Nishinakama was an executive at The Bank of Tokyo-Mitsubishi UFJ, Ltd., with which the Company has a business relationship, until 2007. In addition, he was an executive at ORIX Corporation, with which the Company also has a business relationship, until February 2015. However, since the Company has a low level of economic dependence on each of these companies in light of the scale of these business relationships, etc., the Company determines that Mr. Nishinakama’s former position does not affect his independence as a member of the Independent Committee of the Company.
(Reference)
Members of the Independent Committee from and after April 25, 2016:
Kenichi Shohtoku (Outside Director) (Newly appointed)
Yutaka Kitamura (Outside Audit & Supervisory Board Member)
Hiroshi Nishinakama (Outside Audit & Supervisory Board Member) (Newly appointed)
End