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Governance8410Seven Bank,Ltd.Banks

Notice Regarding Partial Amendments to the Articles of Incorporation

The Articles of Incorporation will be amended to increase the maximum number of directors from 9 to 11 and to add provisions allowing the issuance of Series 1 through Series 5 preferred shares. The preferred shares will include provisions for preferential dividends, voting rights restrictions, and acquisition in exchange for cash or common shares.

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Governance structure

Number of directorsNo more than 11 directors (previously no more than 9). Number of outside directors: not disclosed
Takeover defenses

Not adopted (the preferred shares are not structured for use as a takeover defense measure, and no such use is contemplated)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

The maximum number of directors will be changed from 9 to 11. The total number of authorized shares will remain unchanged. The Articles of Incorporation will specify the total number of authorized shares by class for common shares and Series 1 through Series 5 preferred shares, and will add provisions concerning preferred shares and class shareholders' meetings.

Governance structure
ItemDetails
Number of directorsNo more than 11 directors (previously no more than 9). Number of outside directors: not disclosed
Takeover defensesNot adopted (the preferred shares are not structured for use as a takeover defense measure, and no such use is contemplated)
Changes this timeThe maximum number of directors will be changed from 9 to 11. The total number of authorized shares will remain unchanged. The Articles of Incorporation will specify the total number of authorized shares by class for common shares and Series 1 through Series 5 preferred shares, and will add provisions concerning preferred shares and class shareholders' meetings.
Items this document does not state (5)
Corporate Governance StructureNumber of independent officersCommitteePolicy on cross-shareholdingsControlling shareholder

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To respond flexibly to rapid changes in the business environment and continuously strengthen the diversity and expertise of the Board of Directors. The amendments will also secure the flexibility and agility required for the aggressive investment necessary to execute the growth strategy, compliance with bank capital adequacy regulations, maintenance of capital soundness, and the Company's medium- to long-term capital policy and financial strategy.

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Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Partial Amendments to the Articles of Incorporation | Seven Bank,Ltd. (8410) timely disclosure | Komori