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
February 27, 2019
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 Audit & Supervisory Board Member Mr. Hiroshi Nishinakama retired due to expiry of his term of office at the conclusion of the 69th ordinary general meeting of shareholders held today. He also retired from the position of member 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 68th ordinary general meeting of shareholders of the Company (held on February 27, 2018).
The Company thus hereby informs that, due to the above retirement, at its meeting held today, the Board of Directors of the Company appointed Mr. Hiroyuki Kobayashi, who is an outside Director, as a member of the Independent Committee as described below.
Newly Appointed Members of the Independent Committee
Hiroyuki Kobayashi
| Apr. 1987 | Entered the Industrial Bank of Japan, Ltd. (the predecessor of Mizuho Bank, Ltd.) |
|---|---|
| Apr. 2002 | Seconded to Mizuho Securities Co., Ltd. |
| Apr. 2003 | Head of Advisory Department No.4 of Mizuho Securities Co., Ltd. |
| Jul. 2005 | Entered Sofia, Inc. |
| Apr. 2006 | Vice President and Director of Sofia, Inc. LTD |
| Dec. 2006 | Entered Mizuho Securities Co., Ltd. |
| Jun. 2008 | Deputy General Manager, General Planning Department of Mizuho Securities Co., Ltd |
| Dec. 2011 | General Manager, Corporate Communications Department of Mizuho Securities Co., Ltd. |
| Apr. 2014 | Senior Corporate Officer attached to Retail Division of Mizuho Securities Co., Ltd. |
| Apr. 2015 | Head of Wealth Management Division, Retail Division of Mizuho Securities Co., Ltd. |
| Apr. 2017 | President & CEO of Social Capital Management, Inc. (current position) |
| Feb. 2018 | Director of the Company (current position) |
| Apr. 2018 | Executive Vice President of PRECIOUS SQARE .inc (current position) |
*Mr. Hiroyuki Kobayashi is an outside Director as set out in Article 2, Item 15 of the Companies Act.
(Reference)
Members of the Independent Committee from and after February 27, 2019:
Yutaka Kitamura (Outside Audit & Supervisory Board Member)
Kenichi Shohtoku (Outside Director)
Hiroyuki Kobayashi (Outside Director) (Newly appointed)
End