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Mitsui Sumitomo Insurance Company, Limited (“Mitsui
Sumitomo”) presently expects that a registration statement
will be filed with the Securities and Exchange Commission (the “SEC”)
under the U.S. Securities Act of 1933, as amended, for the shares
to be issued by Mitsui Sumitomo Insurance Group Holdings, Inc.
in connection with the transaction described below, and that
the prospectus included therein will be distributed to holders
of Mitsui Sumitomo common stock in the United States. U.S.
investors are urged to read the registration statement and prospectus
and any other relevant documents filed with the SEC when they
become available, as well as any amendments or supplements to
those documents, because they will contain important information. Investors
and security holders may obtain a free copy of documents filed
with the SEC at the SEC’s Internet web site at (www.sec.gov). Such
documents may also be obtained free of charge from Mitsui Sumitomo
by directing such request to: Mitsui Sumitomo Insurance Company,
Limited, 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8252, Japan,
Attention: Hiroyasu Kanno, Shareholder Relations & Legal
Dept, 011-813-3297-1111. |
| [Translation] |
November 20, 2007 |
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| Name of Representative:
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Toshiaki Egashira, President
and Director |
| Company Name : |
Mitsui Sumitomo InsuranceCompany, Limited
(Code No.: 8752) |
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Notice of Establishment of a Holding Company
through a Sole Share Transfer
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To whom it may concern
As announced on August 22, 2007 and October23, 2007, Mitsui Sumitomo
Insurance Company, Limited has decided to establish a holding company
through a sole share transfer subject to the approval of the shareholders
’ meeting and approvals of the competent authorities, thereby
significantly strengthening the group’s management structure.
Since the share transfer plan under which the Company will establish a
holding company called Mitsui Sumitomo Kaijo Group Holdings Kabushiki Kaisha
was determined at the meeting of the board of directors of the Company held
on November 20, 2007, the Company hereby announces as follows together with
the matters that have already been announced.
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| 1.Basic matters of the holding company to be created through the share transfer |
The Mitsui Sumitomo Insurance Group, focusing on the domestic
non-life insurance business as its core business, is also involved
in a wide range of business, such as the life insurance business,
overseas insurance business, financial service business and risk-related
business and has been working to promote the development and diversification
of its businesses. In order to realize the “New Challenge
10,” a medium-term management plan whose target year is
set for fiscal 2010 and whereby the Group aims to become one of
the world’s top-level insurance and financial groups, seeking
sustainable development with corporate quality as its primary competitive
edge, the Group will seek, by shifting to a holding company structure,
to promptly and flexibly develop and operate its businesses in
a manner consistent with the markets in each of the businesses
it operates in and simultaneously make full use of the Group’s
total power by pursuing synergies. |
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(1) To enhance business management and to
seek group synergies
- The newly-created holding company will focus on designing overall
group strategies, allocating management resources, and supervising
and monitoring the group as a whole, using a corporate governance
structure for the Group where the holding company plays a central
role. By carrying this out, the Group will seek to achieve an
enhanced business management, risk management and compliance
structure, as well as to clearly identify the management issues
for the Group, and promptly implement measures for those issues.
- The Group will seek to develop, from the perspective of maximizing
the interests of the group as a whole, a strategic approach across
the group companies, taking advantage of our customer base and
the business know-how of the group companies involved in strategic
businesses.
- The Group will seek, by identifying and consolidating the operations
that the various businesses of the group have in common and by
developing a system in which those common operations may be jointly
utilized, to achieve higher quality and more efficient operations
for the Group as a whole.
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(2) To enable more rapid decision-making
- The Group will seek to establish a structure whereby each group
company can concentrate on its particular business area and flexibly
respond to market trends through more rapid decision-making. In
order to achieve this, the Group will promote the delegation of
authority to group companies based on a clarification of the strategic
role and responsibility of each group company.
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(3) To develop
human resources through various business and personnel structure
- By introducing a management, organizational and personnel
structure that is responsive to the particular business area
and market environment of each group company, the Group will
seek to expand the areas of activity of its officers and employees
and to fully achieve its potential.
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The Company’s shares will be
delisted due to the share transfer, and the Company schedules
to apply for listing the shares of the parent company to be newly
established and wholly own a subsidiary. |
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| 2.Summary of Share Transfer |
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(1) Schedule of Share Transfer
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Meeting of the board of directors resolving
the share transfer |
Tuesday, November 20, 2007 |
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Announcement of the record date for
the shareholders’ meeting |
Tuesday, November 20, 2007 |
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Record date for the shareholders’ meeting |
Wednesday, December 5, 2007 |
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Shareholders’ meeting approving the
share transfer |
January or February 2008 (scheduled) |
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Delisting date |
Wednesday, March 26, 2008 (scheduled) |
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Registration date of establishment of the
new company (effective date) |
Tuesday, April 1, 2008 (scheduled) |
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Listing date of the new company |
Tuesday, April 1, 2008 (scheduled) |
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Delivery date of share certificates |
Late May 2008 (scheduled) |
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(2) Share Transfer Ratio
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(i) |
Share allotment ratio and number of unit shares |
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The shares of Mitsui Sumitomo Kaijo Group Holdings Kabushiki
Kaisha will be allotted to the shareholders entered or
recorded in the final list of shareholders (which includes
the list of beneficial shareholders) as of the day immediately
prior to the effective date of the share transfer at a
rate of 0.3 share of Mitsui Sumitomo Kaijo Group Holdings
Kabushiki Kaisha against 1 share of the Company held by
the shareholders. The Articles of Incorporation of
Mitsui Sumitomo Kaijo Group Holdings Kabushiki Kaisha will
provide that the number of unit shares is 100 shares. The
purpose is to expand the individual investor base and enhance
the liquidity of shares by making the unit of investment
of shares be approximately one-third (1/3) of the unit
of investment of the Company’s shares. |
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(example) |
300 shares of Mitsui Sumitomo Kaijo Group Holdings Kabushiki
Kaisha will be allotted to a shareholder holding 1,000 shares
of the Company, and the shareholder may sell or buy the shares
in the unit of 100 shares. |
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(ii) |
Number of new shares to be issued upon the
share transfer (scheduled) |
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453,955,464 shares |
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(3) Handling of the stock acquisition rights
and bonds with stock acquisition rights of the Company that will
become a wholly-owned subsidiary
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The Company issues no stock acquisition
right or bond with stock acquisition right. |
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| 3.Outline of the Company
entering into the Share Transfer (as of March 31, 2007) |
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| (1) |
Trade Name |
Mitsui Sumitomo Insurance Company, Limited |
| (2) |
Nature of Business |
Non-life insurance business |
| (3) |
Date of Incorporation |
October 21, 1918 |
| (4) |
Address of Head Office |
Chuo-ku, Tokyo |
| (5) |
Name and Title of Representative |
Toshiaki Egashira, President and Director |
| (6) |
Capital |
139,595 million yen |
| (7) |
Number of Shares Issued |
1,513,184,880 shares |
| (8) |
Net Assets |
2,182,877 million yen (Consolidated basis) |
| (9) |
Total Assets |
9,011,652 million yen (Consolidated basis) |
| (10) |
End of Business Year |
March 31 |
| (11) |
Number of Employees |
18,882 employees (Consolidated basis) |
| (12) |
Major Shareholders and Shareholding Ratio |
| The Master Trust Bank of Japan, Ltd. (Trust Account) |
4.50% |
| Japan Trustee Services Bank, Ltd. (Trust Account) |
3.69% |
| State Street Bank and Trust Company 505103 |
2.96% |
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| (13) |
Main Banks |
Sumitomo Mitsui Banking Corporation
The Sumitomo Trust and Banking Co., Ltd.
The Chuo Mitsui Trust and Banking Company, Limited |
| (14) |
Business performance over the last 3 years (Consolidated
basis) |
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| End of Business Year |
FY March 2007 |
FY March 2006 |
FY March 2005 |
| Net Premiums Written |
1,492,808 million
yen |
1,464,107 million
yen |
1,407,328 million
yen |
| Underwriting Profit (non-consolidated basis) |
(34,723 million yen) |
5,343 million yen |
(13,923 million yen) |
| Ordinary Profits |
91,684 million yen |
127,710 million yen |
87,577 million yen |
| Net Income |
60,796 million yen |
71,660 million yen |
65,725 million yen |
| Net Income per Share |
42.82 yen |
50.27 yen |
45.51 yen |
| Dividend per Share |
14.00 yen |
13.00 yen |
9.50 yen |
| Net Asset per Share |
1,536.71 yen |
1,427.17 yen |
1,021.13 yen |
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| 4.Description of the Company to be Established through the Share Transfer |
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| (1) |
Trade Name |
Mitsui Sumitomo Kaijo Group Holdings Kabushiki Kaisha |
| (2) |
Nature of Business |
The purpose is to engage in the following businesses
as an insurance holding company:
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(1) |
management and administration of non-life insurance
companies, life insurance companies and companies that
it may own as its subsidiaries under the Insurance Business
Law; and |
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(2) |
any other businesses incidental to the business set
out in the preceding item. |
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| (3) |
Address of Head Office |
Chuo-ku, Tokyo |
| (4) |
Name of Representative
(scheduled) |
Toshiaki Egashira |
| (5) |
Officers Scheduled to be Appointed |
Yoshiaki Shin, Chairman and Director
Toshiaki Egashira, President and Director
Toshihiro Nakagawa, Director
Isamu Endo, Director
Hiromi Asano, Director
Katsuaki Ikeda, Director
Hitoshi Ichihara, Director
Yasuyoshi Karasawa, Director
Susumu Fujimoto, Director
Eiko Kono, Director
Kenji Koroyasu, Director
Iwao Taka, Director
Toshihiko Seki, Director
Takashi Yamashita, Corporate Auditor
Yoshio Iijima, Corporate Auditor
Sosuke Yasuda, Corporate Auditor
Daiken Tsunoda, Corporate Auditor
* Ms. Eiko Kono, Messrs. Kenji
Koroyasu, Iwao Taka and Toshihiko Seki are outside directors
prescribed in Item 15 of Article 2 of the Companies Act.
* Messrs.
Sosuke Yasuda and Daiken Tsunoda are outside corporate auditors
prescribed in Item 16 of Article 2 of the Companies Act. |
| (6) |
Stated Capital |
100,000 million yen |
| (7) |
End of Business Year |
March 31 |
| (8) |
Description of Accounting Treatment |
Because this transaction will be treated as “a transaction
under common control” under corporate accounting procedures,
it has no effect on profits and losses and do not give rise
to goodwill. This applies to both consolidated and
non-consolidated bases. |
| (9) |
Outlook |
After the implementation of the share transfer, Mitsui
Sumitomo Kaijo Group Holdings Kabushiki Kaisha is planned
to acquire all of the shares of Mitsui Sumitomo Kirameki
Life Insurance Company, Limited, Mitsui Sumitomo MetLife
Insurance Co., Ltd. and Mitsui Direct General Insurance
Company, Limited held by the Company.
The share transfer will have a minimal effect on the Company’s
business performance. |
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