新生銀(8303) – Shinsei Bank Announces Director Candidates and Executive Director Change

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開示日時:2022/01/05 14:00:00

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N E W S R E L E A S E For Immediate Release Company Name: Shinsei Bank, Limited Name of Representative: Hideyuki Kudo President and CEO (Code: 8303, TSE First Section) Shinsei Bank Announces Director Candidates and Executive Director Change Tokyo (January 5, 2022) — Shinsei Bank, Limited (“Shinsei Bank”) has today announced candidates for directors to be recommended at the extraordinary general meeting of shareholders (scheduled for February 8, 2022) (see our another press release of today entitled “Notice of Convocation of Extraordinary General Meeting of Shareholders to Appoint Directors”). As stated in our press release of November 24, 2021 entitled “(Revision to Existing Notice) Notice regarding Change of Opinion for TOB (Neutral) and Cancellation of Extraordinary General Meeting of Shareholders”, we respect a recommendation of SBI Holdings, Inc. as for the three candidates of Messrs. Katsuya Kawashima, Hirofumi Gomi and Katsumi Hatao, and the four candidates for outside directors, i.e., Mr. Yasuhiro Hayasaki, Ms. Ayumi Michi, Ms. Hiroko Sasaki and Mr. Masahiro Terada, were nominated through a transparent and objective process by our Independent External Directors Nomination Committee, which is a temporary and discretionary (non-statutory) committee within the Bank, as stated in our press release of December 13, 2021 entitled “Notice of the Establishment of the Independent External Directors Nomination Committee”. Each candidate was then reviewed by the Nomination and Compensation Committee of the Bank and recommended to the Board of Directors. Shinsei Bank has also announced a change to its representative director. In addition, at the 22nd term annual general meeting of shareholders to be held in June, 2022, the Bank will nominate as a candidate for a director at least one person currently employed by the Bank and will keep a majority of directors are to be independent outside directors after the annual general meeting of shareholders. As of February 8, 2022 1. Candidates for Directors (*)Candidates for an External Director Current of Former Title Katsuya Kawashima (Note 1) Advisor, Shinsei Bank, Limited (Note 3) Representative Director, Senior Executive Vice President & COO, SBI Holdings, Inc. Hirofumi Gomi Former Commissioner, Financial Services Agency Katsumi Hatao Advisor, Shinsei Bank, Limited (Note 3) Executive Officer, SBI Holdings, Inc. Yasuhiro Hayasaki (*) President, Ricoh Institute of Sustainability and Business, Former Director General of Personnel and Corporate Affairs Department, the Bank of Japan Ayumi Michi (*) Attorney at Law, Director General of the Headquarters, Japan Legal Support Center Hiroko Sasaki (Note 2) (*) President and CEO, Lyxis Co., Ltd. President & CEO, ChangeWAVE Inc. Masahiro Terada (*) Attorney at Law, Partner, City-Yuwa Partners (Note 1) Katsuya Kawashima is scheduled to be appointed as representative director and president of Shinsei Bank. However, this is subject to a formal decision by the newly elected directors at a Board of Directors meeting to be held after his appointment as a director at the extraordinary general meeting of shareholders scheduled for February 8, 2022. (Note 2) While Hiroko Sasaki will once retire at the extraordinary general meeting of shareholders scheduled for February 8, 2022, she is also a candidate for director to be reappointed immediately. (Note 3) Katsuya Kawashima and Katsumi Hatao have been appointed as Advisors of the Bank as of January 1, 2022 (Note 4) See the attachment for personal histories of newly appointed directors. 2. Directors Scheduled to Retire Hideyuki Kudo Akira Hirasawa Ernest M. Higa Jun Makihara Rie Murayama Ryuichi Tomimura 3. Change of Representative Director New Title Current Title Katsuya Kawashima (Note) Representative Director, President and CEO, Shinsei Bank, Limited Advisor, Shinsei Bank, Limited Hideyuki Kudo Retiring Representative Director, President and CEO, Shinsei Bank, Limited (Note) Subject to a formal decision by the newly elected directors at a Board of Directors meeting to be held after his appointment as a director at the extraordinary general meeting of shareholders scheduled for February 8, 2022. 4. Date of appointment February 8, 2022 ****** End Shinsei Bank is a leading diversified Japanese financial institution providing a various range of financial products and services to both institutional and individual customers. The Bank has a network of outlets throughout Japan and is committed in its pursuit of uncompromising levels of integrity and transparency in all of its activities in order to earn the trust of its customers, staff and shareholders. The Bank is committed to delivering long-term profit growth and increasing value for all its stakeholders. News and other information about Shinsei Bank is available at https://www.shinseibank.com/corporate/en/index.html For further information, please contact: Group Investor Relations & Corporate Communications Division Shinsei Bank, Limited (www.shinseibank.com) Shinsei_PR@shinseibank.com (Inquiries for the media) Shinsei_IR@shinseibank.com (Inquiries for investor and shareholder relations) Personal History of Director Candidates Personal History Name (Date of Birth) (Attachment) 1985 Y 1995 Y 1999 Y 4 M Joined Nomura Securities Co., Ltd. 8 M Joined SOFTBANK CORP. (Predecessor of SoftBank Group Corp.) 7 M Director, SOFTBANK INVESTMENT CORPORATION (Predecessor of SBI Holdings, Inc.) 1999 Y 10 M Representative Director and President, SOFTBANK FRONTIER 2000 Y 11 M Representative Director and President, Softbank Finance Corp. SECURITIES CO., LTD. (Predecessor of SBI SECURITIES Co., Ltd.) (Predecessor of SoftBank Corp.) 3 M Representative Director and President, Morningstar Japan K.K. 2001 Y 2005 Y 12 M Director, Senior Executive Vice President & COO, E*TRADE SECURITIES Co., Ltd. (Predecessor of SBI SECURITIES Co., Ltd.) 2006 Y 4 M Deputy President, Sumishin SBI Net Bank Research Co., Ltd. (Predecessor of SBI Sumishin Net Bank, Ltd.) 2007 Y 2011 Y 2014 Y 2014 Y 2014 Y 2014 Y 9 M Deputy President and COO, SBI Sumishin Net Bank, Ltd. 8 M President, SBI Sumishin Net Bank, Ltd. 4 M Director, SBI Sumishin Net Bank, Ltd. 4 M Representative Director and President, SBI MONEY PLAZA Co., Ltd. 6 M Director, SBI SECURITIES Co., Ltd. (Current) 6 M Representative Director, Senior Executive Vice President & Co-COO, SBI 2015 Y 2015 Y 4 M Director, SBI FINANCIAL SERVICES Co., Ltd. (Current) 4 M Representative Director and President, SBI Capital Management Co., Ltd. 2015 Y 4 M Representative Director and President of SBI Investment Co., Ltd. Holdings, Inc. (Current) (Current) 2015 Y 2017 Y 2018 Y 9 M Director, SBI SAVINGS BANK (Current) 5 M Director, SBI Sumishin Net Bank, Ltd. 6 M Representative Director, Senior Executive Vice President & COO, SBI 2018 Y 2019 Y 7 M Director, SBI NEO FINANCIAL SERVICES Co., Ltd. (Current) 2 M Representative Director and President, SBI Regional Business Investment Holdings, Inc. (Current) Co., Ltd. (Current) 2019 Y 2020 Y 2022 Y 1972 Y 3 M Representative Director and President, Money Tap Co., Ltd. (Current) 7 M Director, SBI Regional Bank Holdings Co., Ltd. (Current) 1 M Advisor, Shinsei Bank, Limited (Current) 4 M Joined the Ministry of Finance (Okura-sho) (Predecessor of the Ministry of Finance (Zaimu-sho)) 1996 Y 7 M Director, Research Division, Bank Bureau of the Ministry of Finance (Predecessor of the Ministry of Finance) 1998 Y 6 M Director-General of the Inspection Department, Financial Supervisory Agency (Predecessor of Financial Services Agency) 2000 Y 7 M Secretary-General of the Executive Bureau, Securities and Exchange Surveillance Commission, Financial Supervisory Agency 7 M Director-General of the Inspection Bureau, Financial Services Agency 7 M Director-General of the Supervisory Bureau, Financial Services Agency 7 M Commissioner, Financial Services Agency 2001 Y 2002 Y 2004 Y 2007 Y 10 M Counselor, Nishimura & Asahi 2009 Y 10 M CEO, PricewaterhouseCoopers Research Institute (Japan) Co., Ltd. (Predecessor of PwC Research Institute (Japan) LLC) 2009 Y 11 M Special Guest Professor at Aoyama Gakuin University (Current) 2015 Y 2015 Y 2016 Y 2 M Senior Adviser, The Boston Consulting Group (Current) 6 M External Director, Aida Engineering, Ltd. (Current) 6 M Outside Director, Infoteria Corporation (Predecessor of Asteria Corporation) (Current) 6 M Outside Director, Miroku Jyoho Service Co., Ltd. (Current) 6 M Outside Director, SBI Holdings, Inc. 6 M Outside Director, ZUU Co., Ltd. (Current) 6 M Outside Director, THE FUKUSHIMA BANK, LTD. 2016 Y 2017 Y 2019 Y 2020 Y Katsuya Kawashima (note 1)(note 2) (March 30, 1963) Hirofumi Gomi (May 13, 1949) Katsumi Hatao (note 2) (September 12, 1957) Yasuhiro Hayasaki (January 14, 1961) Ayumi Michi (January 16, 1966) 1981 Y 1985 Y 1995 Y 2004 Y 4 M Joined The Bank of Tokyo (Predecessor of MUFG Bank, Ltd.) 4 M The Bank of Tokyo (Canada) Ltd., Toronto Main Office 4 M BOT International (Hong Kong) Ltd. 7 M Deputy General Manager, Corporate Planning Division, The Bank of 2006 Y 1 M Deputy General Manager, Personnel Division, The Bank of Tokyo-Tokyo-Mitsubishi Ltd. (Predecessor of MUFG Bank, Ltd.) Mitsubishi UFJ, Ltd. (Predecessor of MUFG Bank, Ltd.) 2007 Y 5 M Executive Officer and General Manager, Corporate Risk Management Division, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Predecessor of MUFG Bank, Ltd.) 2008 Y 4 M Executive Officer and General Manager, Global Planning Division, The 2011 Y 2012 Y Bank of Tokyo-Mitsubishi UFJ, Ltd. (Predecessor of MUFG Bank, Ltd.) 5 M Managing Executive Officer, Deputy Chief Executive, Global Business Unit, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Predecessor of MUFG Bank, Ltd.) 5 M Managing Executive Officer, Chief Executive Officer for the United States, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Predecessor of MUFG Bank, Ltd.) 2013 Y 2014 Y 2 M Outside Director, CIMB Group Holdings Berhad 7 M Managing Executive Officer, Chief Executive Officer for the United States, MUFG Bank, Ltd. President for the MUFG Union Bank, N.A 2015 Y 2017 Y 2017 Y 10 M Chairman of the Board of Directors, SBI Bank LLC (Russian Commercial 8 M Advisor, SOTSU CORPORATION 6 M Executive Officer, SBI Holdings, Inc. (Current) Bank) 2022 Y 1983 Y 2009 Y 1 M Advisor, Shinsei Bank, Limited (Current) 4 M Joined the Bank of Japan 5 M Deputy Director-General of Financial System and Bank Examination Department, the Bank of Japan 8 M Deputy Commissioner for International Affairs, Financial Services Agency 2010 Y 2010 Y 10 M Vice-chair of the Executive Committee, International Association of 2012 Y 7 M Director General of Payment and Settlement Systems Department, the 2013 Y 2014 Y 5 M Director General of Internal Auditors’ Office, the Bank of Japan 6 M Director General of Personnel and Corporate Affairs Department, the Bank Insurance Supervisors Bank of Japan of Japan 9 M Counsellor to the Board (global strategy), The Norinchukin Bank 5 M Joined Ricoh Company, Ltd. 6 M President, Ricoh Institute of Sustainability and Business (Current) 4 M Joined Nippon Telegraph and Telephone Corporation 4 M Registered Tokyo Bar Association 4 M Attorney at Law, Matsuo & Kosugi 2 M Registered New York State Attorney 9 M Visiting Professor, Waseda University Graduate School of Law 4 M Professor, Waseda University Graduate School of Law 4 M Attorney at Law, Waseda University Legal Clinic Corporation (Current) 2015 Y 2021 Y 2021 Y 1988 Y 1995 Y 1995 Y 2002 Y 2008 Y 2009 Y 2009 Y 2015 Y 10 M Deputy Secretary-General, Japan Federation of Bar Associations 2018 Y 2019 Y 4 M Vice President, Tokyo Bar Association 4 M Director General of the Headquarters, Japan Legal Support Center (Houterasu) (Current) 1996 Y 1998 Y 4 M Registered Tokyo Daini Bar Association 5 M In-house Attorney, Daiwa Securities Co., Ltd. (Predecessor of Daiwa Securities Group Inc.) In-house Attorney, Morgan Stanley Japan Limited (Predecessor of Morgan Stanley MUFG Securities Co., Ltd.) 2005 Y 2012 Y 10 M Supervisory Director, 1 M Partner, City-Yuwa Partners (Current) Ichigo Real Estate (Predecessor of Ichigo Office REIT Investment Corporation) (Current) 8 M Outside Audit & Supervisory Board Member, Nissen Holdings Co., Ltd. Investment Corporation 2016 Y Masahiro Terada (May 7, 1968) 2000 Y 5 M (Note 1) Katsuya Kawashima’s ownership of shares of the Bank is none. (Note 2) Katsuya Kawashima and Katsumi Hatao are going to resign all current positions of other companies than the Bank no later than February 8, 2022, the date that the extraordinary general meeting of shareholders will be held.

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