November 27, 2001
| Re: Conclusion of Merger Contract |
To whom it may
concern:
NIPPONKOA Insurance Co., Ltd.
Taiyo Fire & Marine Insurance Co., Ltd.
This is to announce that the
Boards of Directors of NIPPONKOA Insurance Co., Ltd. (President: Ken Matsuzawa) and Taiyo
Fire & Marine Insurance Co., Ltd. (President: Tsunaie Kanie) respectively passed a
resolution today that the two companies shall sign a merger contract on November 30, 2001.
<Highlights of Merger
Contract> (Outline of Merger)
1.
Method of Merger
NIPPONKOA
Insurance Co., Ltd. ("NIPPONKOA Insurance") will be the surviving entity, and
Taiyo Fire & Marine Insurance Co., Ltd. ("Taiyo Fire & Marine") will be
dissolved.
2.
Date of Merger
The
merger date will be April 1, 2002.
3.
Merger Ratio
0.38
(naught point three eight) shares of NIPPONKOA Insurance will be allocated for each share
of Taiyo Fire & Marine.
4.
Capital to be Increased
There
will be no increase in capital as a result of the merger.
(Profit from the merger will be funded as capital reserve; revenue reserve; and
retained earnings, including voluntary reserve and others.
5.
General Shareholders' Meeting
for Approval of Merger
An
extraordinary general shareholders' meeting will be held by Taiyo Fire & Marine on
December 21, 2001 to seek approval for the merger contract and other necessary matters
related to the merger. NIPPONKOA Insurance
will not hold a general shareholders' meeting for approval of merger, in accordance with
the provision of Article 413-3, paragraph 1 of the Commercial Code.
6.
Money to be Delivered due to Merger
NIPPONKOA will pay to
the shareholders of Taiyo Fire & Marine as of the day preceding the date of merger,
the amount of money to be delivered upon the merger (3 yen per share of Taiyo Fire &
Marine held by them) instead of the dividends for the period from April 1, 2001 to March
31, 2002, without delay after the closing of the ordinary general shareholders' meeting of NIPPONKOA scheduled to be held in June 2002.
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