Solicitation Policy

1. Policy for Sales of Financial Products

When recommending and conducting sales of financial products, Shinsei Bank staff are governed by the following policy, which is designed to protect the best interests of our customers.

  • Shinsei Bank will recommend suitable financial products based on an understanding of the customer's financial conditions, investment experience and contract objectives.
  • Shinsei Bank will provide sufficient information, including risks and fees as well as advantages of the product, to allow the customer to make an informed purchase decision at the customer's own discretion.
  • Shinsei Bank employees will strictly abide by all related laws and regulations, and endeavor not to engage in sales activities at times or places inconvenient to the customer.
  • Shinsei Bank employees will provide impartial, unbiased advice on financial products, supplying the customer with clear and truthful information and explaining any associated risks.
  • Shinsei Bank employees are thoroughly trained to provide professional advice and to avoid inappropriate sales activities. The Bank has a comprehensive system of in-house supervision to ensure that these guidelines are strictly followed.

2. Guidelines for Soliciting Insurance Contracts

With regard to soliciting insurance contracts, our Bank hereby establishes the following Guidelines for soliciting insurance contracts and shall abide by them.

2-1. Soliciting insurance contracts

  • Our Bank shall endeavor to perform soliciting activities in a fair manner as stated hereunder. In soliciting insurance contracts, we shall observe related laws, regulations and so forth and shall take necessary measures in order to enhance the convenience for customers as well as to protect their interests.
  • Our Bank shall expressly indicate names of underwriting insurance companies of insurance products which our Bank introduces to customers.
  • Our Bank shall always provide adequate information to customers according to their needs, including information on insurance products other than those offered by our Bank, so that the customer can select insurance product matching the customer's needs by the customer's own intention and judgment.
  • Our Bank shall provide adequate explanation to customers so that customers fully understand the following points. Specifically, we will explain that it is not our Bank but the insurance companies that underwrite the insurance policy which the customer has purchased, and that the payment of insurance money etc. shall be made not by our Bank but by the underwriters. We will also provide explanations about the handling rules in case the underwriting insurance company with which the customer has concluded insurance contract goes bankrupt and other risks pertaining to insurance contracts.

2-2. Handling inquiries from and consultations with customers

  • In the event that, due to violation of laws and regulations by our Bank's officers or employees, loss is incurred to a customer pertaining to solicitation of insurance, our Bank shall assume the responsibility of selling the product as the agent and shall handle the matter in good faith.
  • Our Bank shall, in order to properly deal with inquiries from and consultations with customers, control and properly maintain details of explanations provided to the customer at the time of solicitation of insurance contract and minutes of discussions with customers after conclusion of the contract and so forth until expiry of the insurance contract with the customer.
  • With regard to inquiries etc. from customers about details of insurance contracts which our Bank has solicited, we shall handle them properly even after conclusion of the insurance contract. Should you have any inquiries, please contact Shinsei PowerCall at 0120-456-860.
  • Complaints, consultations and so forth, if any, in relation to our solicitation activities for insurance contracts etc. should be addressed to our Customer Service Department at 03-6880-7777.
  • Depending upon the contents of inquiries or complaints, the Bank may make a contact with the relevant underwriting insurance company. As for the inquiries about several procedures including an insurance claim payment procedure etc., the Bank may refer customers to the call center etc. of the underwriting insurance company.

3. Management Policy for Conflict of Interest (Outline)

3-1. Purpose

In order to prevent the interests of customers from being unfairly impaired, Shinsei Bank, Limited (hereinafter "Shinsei Bank") has established the Management Policy for Conflict of Interest, which provides for basic items to develop the management system for conflict of interest for Shinsei Bank and Shinsei Group companies (hereinafter "Shinsei Group") under provisions of the Banking Act and the Financial Instruments and Exchange Act (hereinafter "this Policy").

Outline of this Policy shall be publicly announced as follows under the relevant laws and regulations:

3-2. Scope of Shinsei Group Companies

Shinsei Group companies subject to the management for conflict of interest by Shinsei Bank shall be as shown in a separate table.

3-3.Categories of Transactions Which May Involve Conflict of Interest and Examples

  1. (1)Categories of Transactions Which May Involve Conflict of Interest

    Categories of transactions which may involve conflict of interest may include following: However, these categories merely show standards for making a judgment whether if there may be a conflict of interest or not. It does not necessarily mean that there is a conflict of interest if it is applicable to any one of following: Also, additions and revisions, as required, may be made in future.

    1. i)When there is a conflict of interest between Shinsei Group and a Customer
    2. ii)When there is a conflict of interest between Shinsei Group's Customer and another Customer
    3. iii)When it is similar to i) or ii) above and when the interests of Customers are unfairly impaired in other ways

    Shinsei Bank shall take general circumstances, including any influence on Shinsei Group's reputation, into consideration to judge if conflict of interest is involved or not.

  2. (2)Examples

    Examples of transactions which may involve conflict of interest shall include following and other similar transactions:

    1. i)Examples of Categories under i) (1) Above
      1. (a)When advice, etc. are given with regard to M&A and financing of principal investment of Shinsei Group to a Customer who is in a conflicting/competitive relationship with proposed investment or sale under consideration for the applicable principal investment
      2. (b)When advice, etc. are given for M&A to a Customer, to whom credit is given by Shinsei Group
      3. (c)When advice, etc. are given for M&A and financing to a Customer, who is in a conflicting/competitive relationship with Shinsei Group's customer
      4. (d)When advice, etc. are given to a Customer for M&A and financing and at the same time principal investment is made in the applicable Customer, assets are purchased from the applicable Customer and other transaction is carried out with the applicable Customer
      5. (e)When a Customer, to whom credit is given by Shinsei Group, is assisted by Shinsei Group in the applicable Customer's financing and at the same time Shinsei Group intends to collect fund from the applicable Customer by means of fund raised through Shinsei Group's assistance
      6. (f)When Shinsei Group makes a principal investment in a Customer's assets, for which Shinsei Group has information
      7. (g)When a wide range of services are rendered and it is intended to limit participants of a transaction to Shinsei Group companies
      8. (h)When purchase of securities, which are issued or set up by an interested party, is solicited from a Customer or when the applicable securities are sold to the applicable Customer, or when the applicable securities are incorporated into a Customer's assets, of which Shinsei Group is entrusted with investment. In addition, when Shinsei Group back finances the applicable securities.
      9. (i)When Shinsei Group makes use of business information against a Customer's intention to pursue its own interests
    2. ii)Examples of Categories under ii) (1) Above
      1. (a)When advice, etc. are given with regard to M&A and financing to more than one Customers who are involved in conflicting/competitive projects
      2. (b)When Shinsei Group makes use of business information against a Customer's intention to pursue interests of another Customer

3-4. How to Manage Transactions Which May Involve Conflict of Interest

If it is determined that a transaction is applicable to Subject Transaction, Shinsei Bank shall try to protect Customers appropriately through a selection or combination of methods below and other methods.

  1. i)Separation of a division responsible for Subject Transaction and a division responsible for the applicable Customer's deal
  2. ii)Change in conditions or ways of Subject Transaction or the applicable Customer's deal
  3. iii)Suspension of Subject Transaction or the applicable Customer's deal
  4. iv)Appropriate disclosure of information on possible risks that the applicable Customer's interests may be unfairly impaired incidental to Subject Transaction (provided, however, that such disclosure does not infringe with confidential liability of Shinsei Group)

3-5. Management System for Conflict of Interest

  1. (1)Establishment of a Division Responsible for the Management of Conflict of Interest
    1. i)Legal and Compliance Division, Shinsei Bank shall be a division responsible for the management of conflict of interest.
    2. ii)Division responsible for the management of conflict of interest shall not be instructed by manager of any other division for details of operations and shall maintain its independence in operations of the management of conflict of interest.
    3. iii)Division responsible for the management of conflict of interest shall be responsible for the company-wide management system to specify transactions, which may involve conflict of interest, and to control conflict of interest.
  2. (2)Responsibilities of the Division Responsible for the Management of Conflict of Interest

    Division responsible for the management of conflict of interest shall discharge following responsibilities in a position independent from divisions responsible for businesses at Shinsei Bank and Shinsei Group companies: When a division responsible for the management of conflict of interest gives an instruction to Shinsei Group companies or when Shinsei Group companies make a report to a division responsible for the management of conflict of interest, such an instruction/a report shall be given/made through a division responsible for internal management at the applicable Shinsei Group companies.

    1. i)To instruct divisions responsible for businesses at Shinsei Bank and Shinsei Group companies to implement appropriate management of conflict of interest with regard to Subject Transaction as well as to specify Subject Transaction.
    2. ii)To make semi-annual reports to the Executive Committee on transactions which may involve conflict of interest, as specified and managed. However, any item, which may have a considerable influence on the management or may considerably impair the interests of customers, shall be reported to the Executive Committee without delay.
    3. iii)To receive reports on the management status, etc. of conflict of interest for Subject Transactions, including Subject Transactions of Shinsei Group companies, on a regular basis or from time to time, to verify implementation of appropriate management and to review procedures and systems for the management of conflict of interest, as required.
    4. iv)If Customer's interests may be unfairly impaired, to instruct implementation of appropriate management of conflict of interest to divisions responsible for businesses at Shinsei Group, as required, and to review Subject Transaction, etc.
    5. v)To give training, on a regular basis, to statutory executive officers and employees of Shinsei Group with regard to the management of conflict of interest on the basis of this Policy and management regulations for conflict of interest and to make sure that everybody appropriately understands about the management of transactions which may involve conflict of interest.
  3. (3)Preparation/Conservation of Management Records of Conflict of Interest

    Actions taken to appropriately ensure specification of Subject Transactions and their management and Customer protection shall be recorded, and such records shall be maintained for 5 years from the date of preparation.

Subsidiary Financial Institutions, etc.
Subject to Conflict of Interest Management (as of September 1, 2013)

Company Name
Shinsei Trust & Banking Co.Ltd.
Shinsei Securities Co.Ltd.
Shinsei International Limited
Shinsei Investment Management Co.Ltd.
Shinsei Investment Finance Co.Ltd.
Showa Leasing Co.Ltd.
Shinsei Property Finance Co.Ltd.
APLUS Co.Lt.
APLUS Personal Loan Co., Ltd
Zen-Nichi Shinpan Co.Ltd.
Shinki Co., Ltd.
Shinsei Financial Co.Ltd.
Shinsei Principal Investments Ltd.
Shinsei Corporate Investments Ltd.

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