(Translation)
June 24, 2022
To whom it may concern:
Shinsei Bank, Limited
Filing of Extraordinary Report
Shinsei Bank, Limited (the "Bank") hereby announces that it filed today an extraordinary report regarding the results of the exercise of voting rights at the Bank's annual general meeting of shareholders for the 22nd term.
1. Reason for Filing
Given that the proposals were adopted at the 22nd Annual General Meeting of Shareholders of the Bank held on June 22, 2022, the Bank filed an extraordinary report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law of Japan and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. Description of Report
- Date on Which the General Meeting of Shareholders Was Held June 22, 2022
- Details of Matters Submitted for Resolution
Item 1: Election of Nine (9) Directors
It was proposed that Messrs. Hirofumi Gomi, Katsuya Kawashima, Katsumi Hatao, Eisuke Terasawa, Kei Fujisaki, Yasuhiro Hayasaki, Ayumi Michi, Yurina Takiguchi and Masahiro Terada, nine (9) in total, be appointed as Directors.
Item 2: Election of One (1) Audit & Supervisory Board Member
It was proposed that Miyuki Nakagawa be appointed as an Audit & Supervisory Board Member.
Item 3: Revision of Maximum Amount of Basic Compensation, etc. for the Directors
Item 4: Revision of Maximum Amount of the Compensation for Granting Restricted Stock
Item 5: Revision of Maximum Amount of the Equity Compensation Type Stock Options
Item 6: Partial Amendment of the Articles of Incorporation (Measures for Electronic Provision of the Reference Materials, Etc. for the Shareholders' Meeting)
Item 7: Partial Amendment of the Articles of Incorporation (Change of Corporate Name)
- Number of Voting Rights for Approval, Disapproval and Abstentions in the Matters to be Resolved, and the Approval Requirements and Voting Results Thereof
Matters to be | Number of | Number of | Number of | Approval | Voting Results |
Resolved | Approvals | Disapprovals | Abstentions | Requirements | (Approval Rate %) |
(units) | (units) | (units) | |||
Item 1 | (Note 1) | ||||
Hirofumi Gomi | 1,876,205 | 25,797 | 0 | Adopted | |
(98.559%) | |||||
Katsuya Kawashima | 1,886,322 | 15,680 | 0 | Adopted | |
(99.091%) | |||||
Katsumi Hatao | 1,887,430 | 14,574 | 0 | Adopted | |
(99.149%) | |||||
Eisuke Terasawa | 1,888,662 | 13,342 | 0 | Adopted | |
(99.214%) | |||||
Kei Fujisaki | 1,889,556 | 12,448 | 0 | Adopted | |
(99.260%) | |||||
Yasuhiro Hayasaki | 1,889,493 | 12,511 | 0 | Adopted | |
(99.257%) | |||||
Ayumi Michi | 1,890,612 | 11,392 | 0 | Adopted | |
(99.316%) | |||||
Yurina Takiguchi | 1,889,632 | 12,372 | 0 | Adopted | |
(99.264%) | |||||
Masahiro Terada | 1,890,617 | 11,387 | 0 | Adopted | |
(99.316%) | |||||
Item 2 | (Note 1) | ||||
Miyuki Nakagawa | 1,900,495 | 1,517 | 0 | Adopted | |
(99.835%) | |||||
Item 3 | (Note 2) | ||||
1,831,990 | 69,927 | 95 | Adopted | ||
(96.236%) | |||||
Item 4 | (Note 2) | ||||
1,775,951 | 126,061 | 0 | Adopted | ||
(93.292%) | |||||
Item 5 | (Note 2) | ||||
1,830,150 | 71,862 | 0 | Adopted | ||
(96.139%) | |||||
Item 6 | (Note 3) | ||||
1,901,337 | 673 | 0 | Adopted | ||
(99.879%) | |||||
Item 7 | (Note 3) | ||||
1,899,660 | 2,352 | 0 | Adopted | ||
(99.791%) | |||||
Notes:1. Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption.
- Approval of a majority of the voting rights held by the shareholders present entitled to exercise their voting rights is required for the adoption.
- Approval of not less than two-third (2/3) of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption.
- Reason for Not Counting a Portion of the Voting Rights of the Shareholders Present at the General Meeting of Shareholders
The required number of votes for approval or disapproval for each proposal was lawfully met by the voting rights exercised prior to the meeting and a portion of those voting rights exercised by shareholders attending on the day of the meeting, which the Bank was able to confirm to approve each proposal. Therefore, voting rights of shareholders present on the day of the meeting, for which the Bank was not able to confirm approval, disapproval or abstention, have not been counted.
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Shinsei Bank Ltd. published this content on 24 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2022 08:35:04 UTC.