Sony Financial Holdings Inc. Notice of Convocation of the 9th Ordinary General Meeting of Shareholders

Transcription

1 Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sony Financial Holdings Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. Sony Financial Holdings Inc. Notice of Convocation of the 9th Ordinary General Meeting of Shareholders Dear Shareholder, Securities Code: 8729 June 3, 2013 You are cordially invited to attend the 9th Ordinary General Meeting of Shareholders (hereinafter the Meeting ) of Sony Financial Holdings Inc. (hereinafter the Company ). The Meeting will be held as described below. If you are unable to attend the Meeting in person, you may exercise your voting rights by mail or via the Internet. Please examine the enclosed Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. (JST) on Monday, June 24, For more details, please refer to the Guidance for Exercising Voting Rights on page 3. Sincerely yours, Katsumi Ihara President, Representative Director Sony Financial Holdings Inc. 1-1, Minami Aoyama 1-chome, Minato-ku, Tokyo, Japan 1

2 Details 1. Date and Time: Tuesday, June 25, 2013, at 10 a.m. (JST) (Reception desk scheduled to open at 9 a.m. (JST)) 2. Place: Grand Ballroom, 3F, Mandarin Oriental, Tokyo, Nihonbashi Muromachi, Chuo-ku, Tokyo, Japan 3. Objectives of the Meeting Matters to be reported: a. Business Report and Consolidated Financial Statements for the Fiscal Year 2012 (from April 1, 2012, to March 31, 2013), as well as the audit reports by the Independent Auditors and the Board of Statutory Auditors of the Consolidated Financial Statements b. Non-Consolidated Financial Statements for the Fiscal Year 2012 (from April 1, 2012, to March 31, 2013) Proposals for resolution: Proposal 1: Appropriation of Surplus Proposal 2: Election of Nine (9) Directors Proposal 3: Election of Two (2) Statutory Auditors Proposal 4: Election of One (1) Substitute Statutory Auditor in Case of a Vacancy Note: If any changes have been made to items in the Reference Documents for the General Meeting of Shareholders, such changes will be posted on our website ( 2

3 Exercising voting rights by mail Guidance for Exercising Voting Rights Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form, and return the form by 5:30 p.m. (JST) on Monday, June 24, If you submit a Voting Rights Exercise Form without indicating your vote for or against each of the proposals, your vote will be counted as in favor for all proposals. Exercising voting rights via the Internet You can exercise your voting rights by using a personal computer, smart phone or cell phone to access the Voting Right Exercise Site ( (Japanese only). Enter your Login ID and Temporary Password, both of which are noted on the enclosed Voting Rights Exercise Form. Follow the instructions on your computer or mobile screen and indicate whether you are for or against each item. Before exercising your voting rights via the Internet, please read the following items: 1. To prevent unauthorized access by parties other than shareholders and the alteration of shareholder votes, shareholders voting via the Internet will be asked to change their Temporary Password on the Voting Right Exercise Site. 2. Voting rights may be exercised until 5:30 p.m. (JST) on Monday, June 24, 2013, but shareholders are requested to vote as early as possible. If you have any questions, please contact the Helpdesk (only in Japanese), at the phone number given on page If you exercise your voting rights both by mail and via the Internet, the voting via the Internet shall prevail. 4. If you exercise your voting rights via the Internet more than once, your final votes shall prevail. If you exercise your voting rights redundantly by personal computer, smart phone and/or cell phone, your final votes shall prevail. 5. Costs (dial-up connection fees, telephone charges, etc.) for accessing the Voting Right Exercise Site shall be borne by the shareholder. 6. Please use the i-mode, EZweb, or Yahoo! Keitai services when using a cell phone to exercise voting rights. For security reasons, cell phones that cannot send encrypted data (SSL transmissions) and cell phone information cannot be used to exercise voting rights. Note: i-mode, EZweb, and Yahoo! are the respective registered trademarks of NTT DoCoMo, Inc., KDDI Corporation, and Yahoo! Inc. of the United States. Questions regarding the Voting Right Exercise Site Corporate Agency Department (Helpdesk) Mitsubishi UFJ Trust and Banking Corporation Tel: (only in Japan, toll free) Hours: 9:00 21: 00 (JST) Note: The Voting Right Exercise Site is not available from 2:00 a.m. to 5:00 a.m. (JST), as the site is down during that period for system maintenance. Exercising of voting rights for institutional investors In addition to the above, institutional investors can use the voting platform in order to exercise their voting rights by using the Electronic Proxy Voting Platform operated by ICJ, Inc. 3

4 Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus Based on consideration of the Company s overall business performance during the fiscal year and management environment, we propose a year-end dividend of 25 per share, up 5 from the previous year as follows: 1. Type of dividends: Cash 2. Issue of dividends and total amount of dividends Dividends per common share: 25 Total amounts of dividends: 10,875,000, Effective date: June 26,

5 Proposal 2: Election of Nine (9) Directors The terms of office of all nine (9) directors expire at the conclusion of the Meeting. Accordingly, we propose to elect nine (9) directors. The candidates for the Director are as follows: *1 The New Candidate *2 The Candidate for Outside Directors, who are registered to Tokyo Stock Exchange, Inc., as Independent Director ( Dokuritsu Yakuin ) under its Securities Listing Regulations. 1. Katsumi Ihara (born September 24, 1950) May 1981 Entered Sony Corporation June 1997 Corporate Vice President, Sony Corporation June 2000 Corporate Executive Vice President, Sony Corporation Oct President, Sony Ericsson Mobile Communications AB June 2004 Executive Deputy President and Group Chief Strategy Officer & Chief Financial Officer, Corporate Executive Officer, Sony Corporation June 2005 Executive Deputy President, Representative Corporate Executive Officer, Member of the Board, Sony Corporation Director of the Company April 2009 Executive Deputy President, Corporate Executive, Sony Corporation June 2009 Executive Vice President and Representative Director of the Company Director, Sony Life Insurance Co., Ltd. Director, Sony Assurance Inc. (current position) Director, Sony Bank Inc. (current position) June 2010 President, Representative Director of the Company (current position) June 2011 President, Representative Director, Sony Life Insurance Co., Ltd. (current position) <Positions and responsibilities at the Company> President, Representative Director, in charge of Audit Department and Corporate Control Department President, Representative Director, Sony Life Insurance Co., Ltd. Director, Sony Assurance Inc. Director, Sony Bank Inc. Number of the Company s shares held: 10,300 shares 2. Hirotoshi Watanabe (born March 31, 1950) April 1974 Entered the Industrial Bank of Japan, Ltd. March 1996 Entered Sony Corporation J u l y General Manager, Financial Strategy Department May 2003 General Manager, Finance Department June 2006 Senior Vice President of Sony Life Insurance Co., Ltd. June 2011 Director of the Company Director, Sony Life Insurance Co., Ltd. (current position) Director, Sony Assurance Inc. (current position) Director, Sony Bank Inc. (current position) June 2012 Senior Managing Director of the Company (current position) <Positions and responsibilities at the Company> Senior Managing Director, in charge of Corporate Planning Department, Corporate Communications & Investor Relations Department and Human Resources & General Affairs Department Director, Sony Life Insurance Co., Ltd. Director, Sony Assurance Inc. Director, Sony Bank Inc. 5

6 Number of the Company s shares held: 8,200 shares 3. Masamitsu Shimaoka (born February 12, 1954) *1 April 1978 Entered Kyodo Oil Co. (current: JX Nippon Oil & Energy Corporation) March 1984 Entered Sony Prudential Life Insurance Co., Ltd. (current: Sony Life Insurance Co., Ltd.) April 1998 Senior Vice President, Sony Life Insurance Co., Ltd. March 2000 Executive Vice President, Sony Life Insurance Co., Ltd. March 2004 Director, Executive Vice President, in charge of Business Process Re-engineering (BPR) and Corporate Planning, Sony Life Insurance Co., Ltd. June 2006 Director, Senior Executive Vice President, in charge of BPR and Corporate Planning, Sony Life Insurance Co., Ltd. May 2011 Director, Senior Executive Vice President, in charge of BPR IT Project and Product Planning, Sony Life Insurance Co., Ltd. (current position) Director, Senior Executive Vice President, Sony Life Insurance Co., Ltd. Number of the Company s shares held: 1,300 shares 4. Shigeru Ishii (born July 31, 1954) April 1978 Entered Yamaichi Securities Co., Ltd. June 1998 Entered Sony Corporation April 2001 President and Representative Director, Sony Bank Inc. April 2004 Director of the Company (current position) May 2008 President, Representative Director and Chief Executive Officer, Sony Bank Inc. April 2010 President, Representative Director, Sony Bank Inc. (current position) President, Representative Director, Sony Bank Inc. Number of the Company s shares held: 3,000 shares 5. Atsuo Niwa (born August 19, 1957) *1 April 1981 Entered Sony Corporation Jan Corporate Executive, Aiwa Co., Ltd. June 2004 Senior General Manager, Corporate Planning Division, Sony Corporation May 2005 Chief Financial Officer, Sony Europe Aug Vice President and Senior General Manager, Corporate Planning Division, Sony Corporation April 2010 Entered Sony Assurance Inc. and appointed as Corporate Executive June 2011 Director, Corporate Executive, Sony Assurance Inc. June 2012 Director, Senior Corporate Executive, Sony Assurance Inc. April 2013 President, Representative Director, Sony Assurance Inc. (current position) President, Representative Director, Sony Assurance Inc. 6. Masaru Kato (born February 22, 1952) April 1977 Entered Sony Corporation June 1997 Corporate Executive Officer, Sony Computer Entertainment Inc. April 1999 Executive Vice President, Sony Computer Entertainment Inc. April 2000 Senior Executive Vice President, Sony Computer Entertainment Inc. June 2000 Member of the Board, Sony Computer Entertainment Inc. J u l y Deputy President and Group Chief Financial Officer, Sony Computer Entertainment Inc. J u l y Representative Director of the Board, Sony Computer Entertainment Inc. June 2009 Senior Vice President, Corporate Executive, Deputy Chief Financial Officer, Sony Corporation 6

7 June 2010 J une 2012 Corporate Executive Officer, Executive Vice President, Chief Financial Officer, Sony Corporation (current position) Director of the Company (current position) Director, Sony Corporation (current position) Director, Corporate Executive Officer, Executive Vice President, Chief Financial Officer, Sony Corporation 7. Takemi Nagasaka (born January 24, 1956) *1 Oct.1978 Entered Musashi Audit Corporation (current: Ernst & Young ShinNihon LLC) August 1981 Entered Sony Corporation April 2004 Statutory Auditor of the Company (current position) June 2004 General Manager, Accounting Department, Sony Corporation April 2007 Senior General Manager, Accounting Division, Sony Corporation J u l y Vice President, Senior General Manager, Accounting Division, Sony Corporation June 2010 Senior Vice President, Corporate Executive, Senior General Manager, Accounting Division, Sony Corporation April 2013 Senior Vice President, Corporate Executive, Senior General Manager, Corporate Planning & Control Division, Sony Corporation(current position) Senior Vice President, Corporate Executive, Senior General Manager, Corporate Planning & Control Division, Sony Corporation 8. Isao Yamamoto (born May 2, 1957) *2 April 1981 Jan J u l y J a n J a n Dec March 2006 J u l y Sep Nov June 2011 March 2012 Entered Nomura Research Institute, Ltd. Head of Strategic Advisory Group, Nomura Research Institute, Ltd. Director, Investment Banking Division, Merrill Lynch Japan Securities Co., Ltd. Managing Director, Investment Banking Division, Merrill Lynch Japan Securities Co., Ltd. Co-head of Investment Banking Division, Managing Director, Merrill Lynch Japan Securities Co., Ltd. President & CEO, The Institute for Securities Investments & Governance Director, Japan CableCast Inc. Statuary Auditor, MASSTUNE, Inc. (current: MINKABU, Inc.) Director, MASSTUNE, Inc. (current: MINKABU, Inc.) (current position) President, Enterprising Investment, Inc. (current position) Director of the Company (current position) Director, BILCOM, Inc. (current position) President, Enterprising Investment, Inc. Director, MINKABU, Inc. Director, BILCOM, Inc. 9. Shiro Kuniya (born February 22, 1957) *1*2 April 1982 June 1997 April 2002 June 2006 March 2012 June 2012 Registered as attorney and joined Oh-Ebashi Law Offices (current: Oh-Ebashi LPC & Partners) Audit & Supervisory Board Member, Sunstar Inc. Managing Partner, Oh-Ebashi LPC & Partners (current position) Audit & Supervisory Board Member, Nidec Corporation Director, NEXON Co., Ltd. (current position) Director, Ebara Corporation (current position) Managing Partner, Oh-Ebashi LPC & Partners 7

8 Please note the following: 1. No conflict of special interest exists between the Company and each director candidate. 2. Sony Corporation is the parent company of the Company. 3. In the past five years, Katsumi Ihara held positions in Sony Corporation before he became the Executive Vice President and Representative Director of the Company in June In the past five years, Atsuo Niwa held positions in Sony Corporation until March Masaru Kato is currently Director, Corporate Executive Officer, Executive Vice President, Chief Financial Officer of Sony Corporation. 6. Takemi Nagasaka is currently Senior Vice President, Corporate Executive, Senior General Manager, Corporate Planning & Control Division of Sony Corporation. 7. The Company has nominated Isao Yamamoto as Outside Director because of its expectation that his considerable experience and extensive knowledge acquired over many years as a securities analyst and an advisor for corporate financial affairs and M&A will provide valuable opinions and suggestions to the management of the Company. 8. Isao Yamamoto currently serves as Outside Director of the Company. His term of the office will be two years upon the conclusion of this meeting. 9. The Company has entered into a contract for limitation of liability for damages with Isao Yamamoto in accordance with Article 427 (1) of the Companies Act of Japan. The maximum liability amount of the contract shall be the minimum liability amount provided in Article 425 (1) of the Companies Act of Japan. The Company will continue to execute such contract upon approval of his re-appointment. 10. The Company has nominated Shiro Kuniya as Outside Director because of its expectation that his considerable experience and extensive knowledge acquired over many years as a lawyer will provide valuable opinions and suggestions to the management of the Company. 11. The Company will enter into a contract for limitation of liability for damages with Shiro Kuniya in accordance with Article 427 (1) of the Companies Act of Japan. The maximum liability amount of the contract shall be the minimum liability amount provided in Article 425 (1) of the Companies Act of Japan. The Company will execute such contract upon approval of his appointment. Proposal 3: Election of Two (2) Statutory Auditors The terms of office of three (3) Statutory Auditors, Takemi Nagasaka, Hiroshi Ueda, Takatoshi Yajima resign at the conclusion of the Meeting. Accordingly, we propose to elect two (2) Statutory Auditors. Regarding the submission of this proposal, we obtained an agreement of the Company s Board of Statuary Auditors. The candidate for the Statutory Auditor is as follow: *1 The New Candidate *2 The Candidate for Outside Auditors *1 *2 1. Hirotoshi Korenaga (born June 28, 1965) April 1988 Entered Sony Corporation April 2007 Deputy General Manager, Planning and Administration Department, Accounting Division, Sony Corporation Jan Deputy General Manager, Consolidation Accounting Department, Accounting Division, Sony Corporation J u l y General Manager, Accounting Department 1, Accounting Division, Sony Corporation April 2013 General Manager, Accounting Department 1, Corporate Planning & Control Division, Sony Corporation (current position) General Manager, Accounting Department 1, Corporate Planning & Control Division, Sony Corporation 8

9 2. Mitsuhiro Koizumi (born April 27, 1949) *1 April 1974 Entered Meiji Life Insurance Company (current: Meiji Yasuda Life Insurance Company) March 1981 Entered Sony Prudential Life Insurance Co., Ltd. (current: Sony Life Insurance Co., Ltd.) J u l y Director, in charge of Sales Administration, Sony Life Insurance Co., Ltd. J u l y Senior Vice President, Sony Life Insurance Co., Ltd. July, 2001 Executive Vice President, Sony Life Insurance Co., Ltd. April 2005 Senior Executive Vice President, in charge of Business Audit, Sony Life Insurance Co., Ltd. June 2007 Director, Senior Executive Vice President, in charge of Sales Administration and Finance, Sony Life Insurance Co., Ltd. April 2012 Director, Senior Executive Vice President, in charge of Corporate Planning, New Business Promoting, Human Resources and Employees Wellness, Sony Life Insurance Co., Ltd. (current position) Director, Senior Executive Vice President, Sony Life Insurance Co., Ltd. Number of the Company s shares held: 900 Please note the following: 1. No conflict of special interest exists between the Company and the Statutory Auditor candidates. 2. The Term of the office of each candidate will be until the conclusion of the last Ordinary General Meeting of Shareholders held within four years after approval of his appointment. 3. Hirotoshi Korenaga is currently General Manager, Accounting Department 1, Corporate Planning & Control Division of Sony Corporation. He will continue to receive salaries as an employee from Sony Corporation as well as the past two years. 4. The Company has nominated Hirotoshi Korenaga as Outside Auditor because of its expectation that his considerable experience and extensive knowledge about finance and account acquired over many years will provide valuable opinions and suggestions to the management of the Company. 5. Mitsuhiro Koizumi will resign Director, Senior Executive Vice President of Sony Life Insurance Co., Ltd. at the conclusion of the Meeting Proposal 4: Election of One (1) Substitute Statutory Auditor in Case of a Vacancy We propose to elect one (1) Substitute Statutory Auditor in Case of a Vacancy. The effect of the resolution for appointment can be revoked before assumption of office by a resolution of the Board of Directors with consent of the Company s Board of Statuary Auditors. Regarding the submission of this proposal, we obtained an agreement of the Company s Board of Statuary Auditors. The candidate for the Substitute Statutory Auditor in Case of a Vacancy is as follow: Toraki Inoue (born September 6, 1956) Oct.1980 Oct J u l y J u l y June 2010 June 2011 Sep Entered Arthur Andersen, Japan Worldwide Partner of Arthur Andersen Representative Partner, Asahi & Co. Managing Director, Huron Consulting Group Co., Ltd., Japan Toraki Inoue Certified Public Accountant Office (current position) President and Representative Director, Accounting Advisory Co., Ltd. (current position) Corporate Auditor, Pioneer Corporation (current position) Supervisory Director, GLP J-REIT (current position) Toraki Inoue Certified Public Accountant Office President and Representative Director, Accounting Advisory Co., Ltd. Corporate Auditor, Pioneer Corporation Supervisory Director, GLP J-REIT 9

10 Please note the following: 1. No conflict of special interest exists between the Company and the candidate. 2. The Company has nominated Toraki Inoue as Substitute Statutory Auditor in Case of a Vacancy because of its expectation that his considerable international experience and extensive knowledge about corporate audit as a certified public accountant will provide valuable opinions and suggestions to the management of the Company. 3. The Company will enter into a contract for limitation of liability for damages with Toraki Inoue in accordance with Article 427 (1) of the Companies Act of Japan. The maximum liability amount of the contract shall be the minimum liability amount provided in Article 425 (1) of the Companies Act of Japan. The Company will execute such contract upon approval of his appointment. 10