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Notice of Approval of Update of the Policy against Large-scale Purchases of Shares (Anti-takeover Measures) and Election of Members of a Special Committee

2023/03/29

 CAC Holdings Corporation (the “Company”) announces that, following a resolution at a meeting of the Board of Directors held on February 24, 2023 to update the policy against large-scale purchases of shares (anti-takeover measures) subject to the approval of shareholders at the Company's 57th Annual General Meeting of Shareholders (the "General Meeting") held on March 29, 2023, at the General Meeting held today, Proposal 5: Update of the Policy against Large-scale Purchases of Shares (Anti-takeover Measures) was approved as proposed.

 The Company also announces that a meeting of the Board of Directors held the same day passed a resolution on the election of the chairperson and members of a special committee for the policy, who have now taken up their respective posts as shown in the attachment.

 Please refer to the "Notice of the 57th Annual General Meeting of Shareholders" (https://www.cac-holdings.com/eng/ir/pdf/2022/202303_call_eng.pdf) posted on the Company website for further details.

*Attachment: Composition of the Special Committee

 

 

(Attachment) Composition of the Special Committee

 

(Chairperson)

Mika Matsuo (Outside Director of the Company)

 

Business experience 

June 1987

 Quality Director and Organizational Learning Director of Global Consumer Bank Japan at Citibank, N.A.

 

September 2001

 Master Black Belt Six Sigma Solutions at JPMorgan Chase, Asia Pacific

 

August 2002

 Manger of Human Resources Department at The Tokyo Star Bank, Limited

 

August 2008

 Head of Asia Pacific Human Resources and Senior Vice President at Moody's Japan K.K.

 

April 2010

 Executive Officer and Chief of Staff at The Tokyo Star Bank, Limited

 

September 2011

 Executive Officer and Chief Human Resources Officer at Chartis Far East Holdings KK (Currently AIG Japan Holdings  Kabushiki Kaisha)

 

January 2018

 Director, Executive Officer and Chief Human Resources Officer at AIG Japan Holdings Kabushiki Kaisha

 

February 2020

 Executive Advisor, Asahi Group Holdings, Ltd. (Current position)

 

March 2021

 Outside Director of the Company (to present)

 

March 2022

 Independent Director, Supervisory Committee Member, SEMBA CORPORATION (to present)

 

 

(Deputy Chairperson)

Hirokazu Honda(Outside Auditor of the Company)

Business experience 

Apr. 1997

 Mr. Honda was registered as a lawyer and joined the Abe, Ikubo & Katayama Law Office.

 

March 2004

 Registers as an attorney in the State of New York, U.S.A.

 

August 2004

 Partner, ABE, IKUBO & KATAYAMA (to present)

 

June 2007

 Outside Corporate Auditor, Uoriki Co., Ltd.

 

Jun. 2015

 Outside Director, Uoriki Co., Ltd

 

Same as above

 Senior Director, International Association for the Protection of Intellectual Property of Japan (to present)

 

Mar. 2017

 Corporate Auditor, the Company (to present)

 

 

(Members)

Hiroto Koda

Business experience 

April 1982

 Joined The Industrial Bank of Japan (currently Mizuho Bank)

 

May 2016

 Representative Director and Executive Vice President, Mizuho Securities Co., Ltd.

 

July 2018

 CEO, Innovation Intelligence Research Institute Inc. (to present)

 

Oct. 2018

 President & Representative Director, Reading Skill Test, Inc. (to present)

 

Dec. 2019

 Outside Director, Japan Investment Corporation (to present)

 

March 2021

 Outside Director, Institution for a Global Society Corporation (to present)

 

July 2022

 Outside Director, Arent Inc. (to present)

 

End.