1.
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NAMES OF REPORTING PERSONS
NLGI US Private Debt Fund I
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
(b) ☒
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (See Instructions) WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ |
6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
-0-
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8.
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Shared Voting Power
3,800,000 *
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9.
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Sole Dispositive Power
-0-
|
|
10.
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Shared Dispositive Power
3,800,000 *
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,800,000 *
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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☐ |
13.
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Percent of Class Represented by Amount in Row (11)
35.61% *
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14.
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Type of Reporting Person (See Instructions)
OO
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1.
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NAMES OF REPORTING PERSONS
Nippon Life Global Investors Americas, Inc.
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|
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS (See Instructions) Not Applicable
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ |
6.
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Citizenship or Place of Organization
New York
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Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
-0-
|
8.
|
Shared Voting Power
3,800,000 *
|
|
9.
|
Sole Dispositive Power
-0-
|
|
10.
|
Shared Dispositive Power
3,800,000 *
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,800,000 *
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
☐ |
13.
|
Percent of Class Represented by Amount in Row (11)
35.61% *
|
|
14.
|
Type of Reporting Person (See Instructions)
IA
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1.
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NAMES OF REPORTING PERSONS
Nippon Life Insurance Company
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS (See Instructions) Not Applicable
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
6.
|
Citizenship or Place of Organization
Japan
|
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
-0-
|
8.
|
Shared Voting Power
3,800,000 *
|
|
9.
|
Sole Dispositive Power
-0-
|
|
10.
|
Shared Dispositive Power
3,800,000 *
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,800,000 *
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
☐ |
13.
|
Percent of Class Represented by Amount in Row (11)
35.61% *
|
|
14.
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Type of Reporting Person (See Instructions)
OO (Non-US Life Insurance Company)
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(a)
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Name of Person Filing
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NLGI US Private Debt Fund I
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Nippon Life Global Investors Americas, Inc.
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Nippon Life Insurance Company
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(b)
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Address of Principal Business Office or, if none, Residence
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NLGI US Private Debt Fund I
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c/o MUFG Fund Services (Cayman) Limited
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MUFG House, 227 Elgin Ave
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P.O. Box 609
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Grand Cayman, KY1-1107
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Cayman Islands
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Nippon Life Global Investors Americas, Inc.
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277 Park Avenue, 34th Floor
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New York, NY 10172
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Nippon Life Insurance Company
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1-6-6 Marunouchi
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Chiyoda-Ku, Tokyo 100-8288
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(c)
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Occupation or Employment
|
NLGI US Private Debt Fund I is in the primary business of making investments.
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Nippon Life Global Investors Americas, Inc. is in the primary business of being an investment advisor.
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Nippon Life Insurance Company is in the primary business of providing insurance.
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Schedule 1 sets forth the executive officers and directors of Nippon Life Global Investors Americas, Inc. and Nippon Life Insurance Company and their respective business address and citizenship.
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(d) – (e)
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During the last five years, neither NLGI US Private Debt Fund I (the “Fund”), Nippon Life Global Investors Americas, Inc. (“NLGIA”), and Nippon Life Insurance Company (“Nippon” and, together with the Fund and NLGIA each, a “Reporting Person”) nor, to any Reporting Person’s knowledge, any executive officer or director listed on Schedule 1 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
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activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Citizenship
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NLGI US Private Debt Fund I – Cayman Islands Unit Trust
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Nippon Life Global Investors Americas, Inc. – New York corporation
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Nippon Life Insurance Company – Japanese mutual life insurance company
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(a)
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Amount Beneficially Owned and Percentage of Class
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NLGI US Private Debt Fund I - 3,800,000 Common Units; 35.61%
|
||
Nippon Life Global Investors Americas, Inc. - 3,800,000 Common Units; 35.61%
|
||
Nippon Life Insurance Company - 3,800,000 Common Units; 35.61%
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||
(b)
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Number of shares as to which such person has:
|
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(i)
|
Sole power to vote or to direct the vote
|
|
-
|
||
(ii)
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Shared power to vote or to direct the vote
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|
NLGI US Private Debt Fund I - 3,800,000 Common Units
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||
Nippon Life Global Investors Americas, Inc. - 3,800,000 Common Units
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Nippon Life Insurance Company - 3,800,000 Common Units
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||
(iii)
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Sole power to dispose or to direct the disposition of
|
|
-
|
||
(iv)
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Shared power to dispose or to direct the disposition of
|
|
NLGI US Private Debt Fund I - 3,800,000 Common Units
|
||
Nippon Life Global Investors Americas, Inc. - 3,800,000 Common Units
|
||
Nippon Life Insurance Company - 3,800,000 Common Units
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Exhibit No.
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Document
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Exhibit 99.1
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Joint Filing Agreement
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Exhibit 99.2
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Amended and Restated Limited Liability Company Agreement of TCW Direct Lending VII LLC (incorporated by reference to Exhibit 3.3 to a registration on Issuer’s Form 10 filed on October 16, 2017)
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Name
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Business Address
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Title
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Principal Occupation
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Citizenship
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Hiroshi Ozeki
|
277 Park Ave., 34th Floor, New York, NY 10172
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Director
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Managing Executive Officer & Regional CEO for the Americas and Europe, Nippon Life
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Japanese Citizen
|
Koji Oshima
|
1-6-6, Marunouchi, Chiyoda-ku,
Tokyo 100-8288, Japan |
Director
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General Manager, Finance and Investment Planning Department, Nippon Life
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Japanese Citizen
|
Akira Shibata
|
1-6-6, Marunouchi, Chiyoda-ku,
Tokyo 100-8288, Japan |
Director
|
General Manager, Global Business Planning Department, Nippon Life
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Japanese Citizen
|
Hiroo Sakuma
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277 Park Ave., 34th Floor, New York, NY 10172
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Director
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Chief Representative & Regional COO for the Americas, Nippon Life
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Japanese Citizen
|
Masamichi Kishimoto
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277 Park Ave., 34th Floor, New York, NY 10172
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Director, President and Chief Executive Officer
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President and CEO of NLGIA
|
Japanese Citizen
|
Hironobu Suzuki
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277 Park Ave., 34th Floor, New York, NY 10172
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Senior Executive Vice President
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Head of Alternative Investment, NLGIA
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Japanese Citizen
|
Hiroyuki Kato
|
277 Park Ave., 34th Floor, New York, NY 10172
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Executive Vice President
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Head of Equity Investment, NLGIA
|
Japanese Citizen
|
Masato Nakamura
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277 Park Ave., 34th Floor, New York, NY 10172
|
Executive Vice President, Chief Administrative Officer and Chief Compliance Officer
|
Head of Back Office, Administration and Compliance, NLGIA
|
Japanese Citizen
|
Masaaki Iwabuchi
|
277 Park Ave., 34th Floor, New York, NY 10172
|
Senior Vice President
|
Head of Fixed Income Investment, NLGIA
|
Japanese Citizen
|
Shuji Kurushima
|
277 Park Ave., 34th Floor, New York, NY 10172
|
Senior Vice President
|
Head of Private Equity Investment, NLGIA
|
Japanese Citizen
|
Akiyoshi Tanida
|
277 Park Ave., 34th Floor, New York, NY 10172
|
Senior Vice President
|
Head of Real Estate and Infrastructure Investment, NLGIA
|
Japanese Citizen
|
Name
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Business Address
|
Title
|
Principal Occupation
|
Citizenship
|
Yoshinobu Tsutsui
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
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Chairman
|
Chairman
|
Japanese Citizen
|
Hiroshi Shimizu
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
President
|
President
|
Japanese Citizen
|
Takeshi Furuichi
|
3-5-12, Imabashi, Chuo-ku, Osaka 541-8501, Japan
|
Vice Chairman
|
Auditing Department
|
Japanese Citizen
|
Kazuo Kobayashi
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Executive Vice President
|
Metropolitan Area Headquarters, Tokai Regional Headquarters, Kinki Regional Headquarters, Sales Representatives Training Dept., Sales Representatives Operations Management Dept., General Insurance Planning & Operation Dept., Service Network Development Dept., Corporate & Worksite Marketing Dept.
|
Japanese Citizen
|
Akito Arima
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
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Director
|
Outside Director
|
Japanese Citizen
|
Shin Ushijima
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director
|
Outside Director
|
Japanese Citizen
|
Kazuo Imai
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director
|
Outside Director
|
Japanese Citizen
|
Satoshi Miura
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director
|
Outside Director
|
Japanese Citizen
|
Makoto Yagi
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director
|
Outside Director
|
Japanese Citizen
|
Masaru Nakamura
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Senior Managing Executive Officer
|
Credit Dept., Securities Operations Dept., Secretarial Dept., Public Affairs Dept., Affiliated Business Dept., Human Resource Planning Dept., Human Resource Development Dept., Personnel Dept., General Affairs Dept., Health Management Dept.
|
Japanese Citizen
|
Takeshi Yabe
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Senior Managing Executive Officer
|
System Planning Dept., Individual Insurance System Dept.
|
Japanese Citizen
|
Tomiji Akabayashi
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Senior Managing Executive Officer
|
1st to 3rd Corporate Marketing Dept., Head Office East Japan Corporate Marketing Dept., Head Office Tokai Corporate Marketing Dept., Head Office Osaka Corporate Marketing Dept., Head Office Kyushu Corporate Marketing Dept., Corporate Marketing Planning Dept., Group Annuities Dept., Corporate Sales Promotion Dept., Group Marketing Information Center
|
Japanese Citizen
|
Yosuke Matsunaga
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Managing Executive Officer
|
Finance & Investment Planning Dept.
|
Japanese Citizen
|
Yuji Mikasa
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Managing Executive Officer
|
Corporate Planning Dept., Public & Investor Relations Dept., Planning and Research Dept., Head Office Public Affairs Dept., Actuarial Dept.
|
Japanese Citizen
|
Yutaka Ideguchi
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Managing Executive Officer
|
Global Business Planning Dept., Global Insurance Business Dept., Overseas Representative Office
|
Japanese Citizen
|
Yashushi Hasegawa
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Managing Executive Officer
|
Finance Planning & Management Dept., Structured Finance Dept., 1st to 3rd Corporate Finance Dept., Metropolitan Area Corporate Finance Dept., Corporate Finance Dept., Tokai Area Corporate Finance Dept., Osaka Corporate Finance Dept., Kyushu Area Corporate Finance Dept., Real Estate Investment Dept.
|
Japanese Citizen
|
Nobuyuki Souda
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Managing Executive Officer
|
Agency Marketing Headquarters, Financial Institution Relations Headquarters, Agency Operations Dept., Financial Institution Relations Dept.
|
Japanese Citizen
|
Nobuto Fujimoto
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Managing Executive Officer
|
Olympic & Paralympic Games Promotion Dept., CSR Promotion Office, Legal Office, Compliance Dept., Risk Management Dept.
|
Japanese Citizen
|
Satoshi Asahi
|
3-5-12, Imabashi, Chuo-ku, Osaka 541-8501, Japan
|
Director and Managing Executive Officer
|
Customer Service Headquarters
|
Japanese Citizen
|
Satoshi Tanaka
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Executive Officer
|
CRM Planning Dept., Product Planning Dept., Marketing Planning Dept., Channel Development Dept., Sales Representatives Human Resource Dept.
|
Japanese Citizen
|
Kazuhide Toda
|
1-6-6, Marunouchi, Chiyoda-ku, Tokyo 100-8288, Japan
|
Director and Executive Officer
|
Treasury & Capital Markets Dept., Equity Investment Dept., International Investment Dept., Foreign Equity & Alternative Investment Dept., Credit Investment Dept., Separate Account Investment Dept.
|
Japanese Citizen
|