These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 7173)
November 10, 2015
To Shareholders with Voting Rights:
Akihiro Kakizaki
President
Tokyo TY Financial Group, Inc.
9-2, Shinjuku 5-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND
THE CLASS SHAREHOLDERS MEETING BY ORDINARY SHAREHOLDERS
You are cordially invited to attend the Extraordinary General Meeting of Shareholders and the Class
Shareholders Meeting by Ordinary Shareholders of Tokyo TY Financial Group, Inc. (the “Company”). The
meetings will be held for the purposes as described below.
The Company is scheduled to submit Proposal No. 1 “Approval of the Share Exchange Agreement between
the Company and ShinGinko Tokyo, Limited” and Proposal No. 2 “Partial Amendment to the Articles ofIncorporation” to the Extraordinary General Meeting of Shareholders. To seek the approval of these proposals
pursuant to the provisions of Article 322 of the Companies Act, the Company shall hold the Class
Shareholders Meeting by Ordinary Shareholders in conjunction with the Extraordinary General Meeting of
Shareholders.
If you are unable to attend the meetings, you can exercise your voting rights in writing (Voting Rights
Exercise Form) or by electromagnetic means (the Internet, etc.). Please review the Reference Documents for
the General Shareholders Meeting (described hereinafter) and exercise your voting rights by Thursday,
November 26, 2015 at 5:20 p.m. Japan time.
1. Date and Time:

Friday, November 27, 2015 at 10:00 a.m. Japan time

2. Place:

Ruri No Ma, 3F, Hotel Grand Hill Ichigaya
4-1 Ichigaya Honmuracho, Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:[Extraordinary General Meeting of Shareholders]
Proposals to be resolved:
Proposal No. 1: Approval of the Share Exchange Agreement between the Company and
ShinGinko Tokyo, Limited
Proposal No. 2: Partial Amendment to the Articles of Incorporation
Proposal No. 3: Election of Two (2) Directors[Class Shareholders Meeting by Ordinary Shareholders]
Proposals to be resolved:
Proposal No. 1: Approval of the Share Exchange Agreement between the Company and
ShinGinko Tokyo, Limited
Proposal No. 2: Partial Amendment to the Articles of Incorporation
14. Exercise of Voting Rights:(1) Exercise of Voting Rights by Mail (Writing)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it is received by 5:20 p.m. on Thursday, November 26, 2015 Japan time.
(2) Exercise of Voting Rights via the Internet, etc.
Please access the Company’s designated voting website (http://www.e-sokai.jp) using the “Voting Rights
Exercise Code” and “Password” enclosed with the Voting Rights Exercise Form, follow the instructions on
the voting website, and indicate your vote for or against the proposals by 5:20 p.m. on Thursday,
November 26, 2015.
Additionally, when voting via the Internet, etc., please refer to the “Instructions for Exercise of Voting
Rights via the Internet” on pages XX to XX.
(3) Handling of Duplicate Voting
If you vote both in writing and via the Internet, etc., only your vote placed via the Internet will be valid.
In addition, if you submit your vote multiple times via the Internet, etc., only the last vote to arrive will bevalid.
End◎ When attending the meetings, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Additionally, to conserve resources, please bring this “Notice of Convocation” with you.
◎ Should revisions arise for the Reference Documents for the General Shareholders Meeting, updated items
will be posted on the Company’s website (http://www.tokyo-tyfg.co.jp/).
◎ The venue opens at 9:00 a.m.
◎ Gifts will not be provided to the shareholders attending the meetings this time. Your understanding on thismatter would be appreciated.

2[Extraordinary General Meeting of Shareholders]

Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal No. 1: Approval of the Share Exchange Agreement between the Company and ShinGinko Tokyo,
LimitedThe Boards of Directors of the Company and ShinGinko Tokyo, Limited (hereafter, “ShinGinko Tokyo,”and collectively designated as “both companies” in conjunction with the Company) decided, on September
25, 2015, to carry out a business integration through a share exchange (hereafter, “Share Exchange”) with aneffective date of April 1, 2016, in which the Company would be the wholly owning parent company and
ShinGinko Tokyo the wholly owned subsidiary, assuming that the approval at the General Shareholders
Meeting and the Class Shareholders Meeting by Ordinary Shareholders of both companies and the approvalof the relevant authorities for the business integration are obtained. Both companies signed a share exchange
agreement (hereafter, “Share Exchange Agreement” including the subsequent partial amendment) and abusiness integration agreement.
Accordingly, the approval of the Share Exchange Agreement is proposed.
Reasons for conducting the Share Exchange, details of the Share Exchange Agreement and other mattersrelated to this Proposal are described as follows.
1. Reasons for Conducting the Share Exchange
The Company is a regional bank group established in October 2014 in a business integration by
The Tokyo Tomin Bank, Limited and The Yachiyo Bank, Limited, regional banks with head offices
in Tokyo, the capital city of Japan. Since its establishment, the Company has aimed to become theurban regional bank group most favored by customers in the Tokyo metropolitan area. To achieve thisgoal, the Company has formed a solid management foundation that gives the bank group a presencein the Tokyo metropolitan area, centered on the city of Tokyo and the northeast area of Kanagawa
Prefecture, and also endeavors to provide genuine value as a financial institution serving the local
community. Specifically, we are engaged in a wide range of measures, such as providing one-stop
financial services utilizing such consulting functions as business matching and business successconsultations focused on the financial platform service “Club TY.” At the same time, we believe that
expanding our network and augmenting our sales base to reinforce ties with local governments andothers is an important measure in our management plan.
ShinGinko Tokyo is a regional financial institution established in April 2004 to support thefinancing needs of small and medium-sized enterprises in the city of Tokyo with impressive technicalskills and future potential. While forming wide-ranging ties with the Tokyo metropolitan government,
the bank created and provided financial services that meet the needs of diverse customers, particularly
small and medium-sized enterprises in the Tokyo metropolitan area, and endeavored to makesustainable contributions to small and medium-sized regional companies and the revitalization ofregional economies.
In these conditions, the Company and ShinGinko Tokyo both utilized their respective strengths asregional financial institutions in the Tokyo metropolitan area to facilitate local financing andcontribute to the development of regional economies. However, both companies share the same
management goal of supporting small and medium-sized enterprises, and business integration would
enable both companies to truly perform their role as regional financial institutions in the Tokyo
metropolitan area, and can also be expected to generate synergistic effects. Accordingly, bothcompanies reached an agreement on the business integration through a share exchange.
Both companies aspire to become the urban regional bank group most favored by customers in theTokyo metropolitan area by exercising their synergistic effects based on the following basic
strategies.
(i) As one of the largest regional financial institutions headquartered in Tokyo, we will establish
a sustainable business model focused on the future of regional financial institutions andincrease our competitiveness in the Tokyo metropolitan market as an urban-style regionalbank group by working with the Tokyo metropolitan government to foster and support small
and medium-sized enterprises in Tokyo and contributing to regional development.
(ii) We will augment financial services functions that meet the needs of our diversifying andincreasingly sophisticated customers by consolidating the Company’s network of branches in3the Tokyo metropolitan area and wide-range network of mid-sized and small andmedium-sized enterprise clients with ShinGinko Tokyo’s expertise in the support of small
and medium-sized enterprises in affiliation with the Tokyo metropolitan government.
(iii) The companies will aim to improve employee morale by operating a highly profitable andsound business and will approach their growth strategy with a sense of unity based on a spiritof mutual trust.
2. Details of the Share Exchange Agreement
The details of the Share Exchange Agreement are as set forth below.
Share Exchange Agreement (Copy)
Tokyo TY Financial Group, Inc. (hereafter, “Tokyo TYFG”) and ShinGinko Tokyo, Limited (hereafter,“ShinGinko Tokyo”) shall enter into a share exchange agreement (hereafter, “Agreement”) on September 25,2015 (hereafter, “Agreement date”) as follows concerning a share exchange between Tokyo TYFG and
ShinGinko Tokyo.
Article 1. Method of Share ExchangeTokyo TYFG and ShinGinko Tokyo, in accordance with the provisions of the Agreement, shall conduct ashare exchange (hereafter, “Share Exchange”), in which Tokyo TYFG shall be the wholly owning parent
company and ShinGinko Tokyo the wholly owned subsidiary, and Tokyo TYFG shall acquire all of theoutstanding shares of ShinGinko Tokyo.
Article 2. Trade Name and Address
Trade name and address of Tokyo TYFG and ShinGinko Tokyo are as follows.
(1) Tokyo TYFG:
Trade name:
Address:(2) ShinGinko Tokyo:
Trade name:
Address:

Wholly owning parent company
Tokyo TY Financial Group, Inc.
9-2, Shinjuku 5-chome, Shinjuku-ku, Tokyo, Japan
Wholly owned subsidiary
ShinGinko Tokyo, Limited
21-1, Nishishinjuku 1-chome, Shinjuku-ku, Tokyo, Japan

Article 3. Shares to be Delivered in Share Exchange and Allotment Thereof
1. In the Share Exchange, Tokyo TYFG shall deliver to the shareholders holding ShinGinko Tokyo’scommon stock who are listed or recorded on the ShinGinko Tokyo’s shareholder registry as of the date
immediately prior to the acquisition of all of the outstanding shares of ShinGinko Tokyo by Tokyo TYFG
through the Share Exchange (hereafter, “base date”) the shares of Tokyo TYFG’s common stock in thenumber obtained by multiplying the total number of shares of ShinGinko Tokyo’s common stock held bysuch shareholders by 0.24.
2. In the Share Exchange, Tokyo TYFG shall allot 0.24 share of Tokyo TYFG’s common stock for every
one (1) share of ShinGinko Tokyo’s common stock to the shareholders holding ShinGinko Tokyo’scommon stock who are listed or recorded on the ShinGinko Tokyo’s shareholder registry as of the basedate.
3. In the Share Exchange, Tokyo TYFG shall deliver to the shareholders holding ShinGinko Tokyo’s ClassA preferred shares who are listed or recorded on the ShinGinko Tokyo’s shareholder registry as of thebase date Tokyo TYFG’s Class II preferred shares in the number obtained by multiplying the total
number of shares of ShinGinko Tokyo’s Class A preferred shares held by such shareholders by 1.0.
Details of Tokyo TYFG’s Class II preferred shares are as described in the issuance terms and conditions
in Exhibit 1.
4. In the Share Exchange, Tokyo TYFG shall allot one (1) Class II preferred share of Tokyo TYFG for
every one (1) Class A preferred share of ShinGinko Tokyo to the shareholders holding ShinGinko
Tokyo’s Class A preferred shares who are listed or recorded on the ShinGinko Tokyo’s shareholder
registry as of the base date.
5. Notwithstanding the provisions in the preceding four (4) paragraphs, with respect to fractional sharescontained in the number of shares of Tokyo TYFG’s common stock to be delivered by Tokyo TYFG toeach shareholder of ShinGinko Tokyo, Tokyo TYFG shall treat such fractional shares in accordance withthe provisions of Article 234 of the Companies Act and other relevant laws and regulations.

4Article 4. Amounts of Capital and Reserves
The amount of increase in the capital and reserves of Tokyo TYFG in connection with the Share
Exchange shall be as follows.
(1) Capital:(2) Capital reserve:(3) Retained earnings reserve:

0 yen
Amount separately determined by Tokyo TYFG in accordancewith the provisions of Article 39 of the Ordinance on Accountingof Companies
0 yen

Article 5. Effective Date
The Share Exchange shall become effective on April 1, 2016 (hereafter, “effective date”); provided,
however, that Tokyo TYFG and ShinGinko Tokyo may, upon mutual consultation and agreement, change theeffective date if deemed necessary in light of the progress of procedures relating to the Share Exchange orfor any other reason.
Article 6. General Shareholders Meeting to Approve the Agreement
1. Tokyo TYFG shall hold an Extraordinary General Meeting of Shareholders and a Class Shareholders
Meeting by Ordinary Shareholders in late November 2015 to seek the approval of the Agreement and thematters necessary for the Share Exchange; provided, however, that Tokyo TYFG and ShinGinko Tokyo
may, upon mutual consultation and agreement, change the timing of the procedures prescribed in thisparagraph if deemed necessary in light of the progress of procedures relating to the Share Exchange orfor any other reason.
2. ShinGinko Tokyo shall hold an Extraordinary General Meeting of Shareholders, a Class Shareholders
Meeting by Ordinary Shareholders and a Class Shareholders Meeting by Class A Preferred Shareholders
in late November 2015 to seek the approval of the Agreement and the matters necessary for the Share
Exchange; provided, however, that Tokyo TYFG and ShinGinko Tokyo may, upon mutual consultation
and agreement, change the timing of the procedures prescribed in this paragraph if deemed necessary inlight of the progress of procedures relating to the Share Exchange or for any other reason.
Article 7. Management of Corporate Assets
Tokyo TYFG and ShinGinko Tokyo shall conduct their respective businesses, and manage and operate
their respective assets with the care of a good manager during the period from the Agreement date to theeffective date. Any act which may have a significant impact on their assets or their rights and obligations
shall be taken after mutual consultation and agreement between Tokyo TYFG and ShinGinko Tokyo.
Article 8. Dividends from Surplus
1. Tokyo TYFG may make payments of dividends from surplus at a maximum of thirty (30) yen per share,or nine hundred (900) million yen in the aggregate, to the shareholders holding common stock or theregistered pledgees of common stock who are listed or recorded on the Tokyo TYFG’s final shareholder
registry as of September 30, 2015, and make payments of dividends from surplus at a maximum of thirty(30) yen per share, or nine hundred (900) million yen in the aggregate, to the shareholders holding
common stock or the registered pledgees of common stock who are listed or recorded on the TokyoTYFG’s final shareholder registry as of March 31, 2016.
2. Neither Tokyo TYFG nor ShinGinko Tokyo shall be allowed to make payments of dividends fromsurplus with a record date that falls on or after the Agreement date and preceding the effective date,
except for the cases as set forth in the preceding paragraph.
Article 9. Cancellation of Treasury Stock
By the resolution at the Board of Directors meeting held on or before the day preceding the effective date,
ShinGinko Tokyo shall cancel all of the treasury stock held until immediately before the base date (including
the treasury stock acquired in response to the dissenting shareholders’ share purchase demand pursuant to
Article 785, Paragraph 1 of the Companies Act, to be exercised in the Share Exchange) after the purchase ofshares in response to such share purchase demand becomes effective and immediately before the base date.
Article 10. Amendment to the Articles of Incorporation
1. Tokyo TYFG shall submit a proposal to seek the approval of the amendment to its Articles ofIncorporation as of the effective date as stated in Exhibit 2 at its Extraordinary General Meeting of
Shareholders and Class Shareholders Meeting by Ordinary Shareholders as set forth in Article 6,5

Paragraph 1, on the condition that the Agreement has not been cancelled pursuant to Article 12, and that
there has not arisen any circumstances that render the Agreement invalid as set forth in Article 13 before
the Share Exchange becomes effective; provided, however, that Tokyo TYFG may change the draft
amendment to the Articles of Incorporation stated in Exhibit 2, upon prior consultation and agreementwith ShinGinko Tokyo.
2. ShinGinko Tokyo shall, at its Extraordinary General Meeting of Shareholders as set forth in Article 6,
Paragraph 2, seek the approval with respect to the amendment to its Articles of Incorporation with the
purpose of deleting the provisions concerning the record date for ShinGinko Tokyo’s General
Shareholders Meeting as of March 30, 2016, on the condition that the Agreement has not become invalid
and the Share Exchange has not been cancelled prior to March 30, 2016.
Article 11. Granting of Voting Rights to ShinGinko Tokyo’s Shareholders
Prior to the effective date, Tokyo TYFG shall make a resolution at its Board of Directors meeting to grant
voting rights, pursuant to Article 124, Paragraph 4 of the Companies Act, to be exercised at the General
Shareholders Meeting scheduled to be held in June 2016 to ShinGinko Tokyo’s ordinary shareholders who
received the allotment of Tokyo TYFG’s common stock through the Share Exchange, on the condition that
the Share Exchange becomes effective; provided, however, that this shall not apply if the proposal for theamendment to ShinGinko Tokyo’s Articles of Incorporation as described in Article 10, Paragraph 2 is not
approved at ShinGinko Tokyo’s Extraordinary General Meeting of Shareholders as set forth in Article 6,
Paragraph 2.
Article 12. Amendment to Terms and Conditions of Share Exchange and Cancellation of Agreement
During the period from the Agreement date to the effective date, in the event that significant changes
arise in the financial condition or business performance of either Tokyo TYFG or ShinGinko Tokyo, that asituation that makes it difficult to carry out the Share Exchange arises or it becomes evident that suchsituation arises, or that it becomes difficult to achieve the purpose of the Agreement, Tokyo TYFG and
ShinGinko Tokyo may change the terms and conditions of the Share Exchange and other terms of theAgreement or may cancel the Agreement, upon mutual consultation and agreement between Tokyo TYFG
and ShinGinko Tokyo.
Article 13. Validity of Agreement
The Agreement shall become invalid in the event of a failure to obtain the approval of the Agreement by
the resolution at the General Shareholders Meeting or Class Shareholders Meeting of either Tokyo TYFG or
ShinGinko Tokyo as set forth in each paragraph of Article 6, failure to obtain the approval of the amendment
to the Articles of Incorporation by the resolution at Tokyo TYFG’s Extraordinary General Meeting of
Shareholders and Class Shareholders Meeting by the shareholders holding its common stock as set forth in
Article 10, or failure to obtain the approval of the relevant authorities for conducting the Share Exchange as
required by laws and regulations.
Article 14. Matters for Consultation
Apart from the matters prescribed in the Agreement, any matters required with respect to the Share
Exchange shall be determined upon mutual consultation and agreement between Tokyo TYFG and
ShinGinko Tokyo, in line with the purpose of the Agreement.

6

In witness whereof, the parties hereto have executed the Agreement in duplicate by placing theirrespective seals and signatures thereon, each party retaining one (1) copy thereof.
September 25, 2015
For Tokyo TYFG:

Akihiro Kakizaki(Seal)
President
Tokyo TY Financial Group, Inc.
9-2, Shinjuku 5-chome
Shinjuku-ku, Tokyo, JapanFor ShinGinko Tokyo:

Hidenori Tsunehisa (Seal)
President and CEO
ShinGinko Tokyo, Limited
21-1, Nishishinjuku 1-chome
Shinjuku-ku, Tokyo, Japan

Note: Article 4 above reflects the amendment effected by the memorandum of understanding foramendment with respect to the Share Exchange Agreement executed on October 9, 2015 between the
Company and ShinGinko Tokyo.

7

Exhibit 1
Tokyo TY Financial Group, Inc.
Issuance Terms and Conditions of Class II Preferred Shares
1.

Type of SharesClass II preferred shares of Tokyo TY Financial Group, Inc. (hereafter, “Class II preferred shares”)

2.

Number of Shares
2,000,000 shares

3.

Method of Issuance
For the purpose of the share exchange (hereafter, “Share Exchange”), in which the Company would
be the wholly owning parent company and ShinGinko Tokyo, Limited (hereafter, “ShinGinko Tokyo”)
the wholly owned subsidiary, the Company shall issue Class II preferred shares and allot one (1) Class II
preferred share of the Company for every one (1) Class A preferred share of ShinGinko Tokyo to theshareholders holding ShinGinko Tokyo’s Class A preferred shares who are listed or recorded on the
ShinGinko Tokyo’s shareholder registry as of the date immediately prior to the Company’s acquisition of
all of the outstanding shares of ShinGinko Tokyo through the Share Exchange.

4. Class II Preferred Dividends(1) Class II Preferred Dividends
In the event that the Company pays year-end dividends from surplus with a record date as set forth in
Article 44, Paragraph 1 of the Articles of Incorporation, the Company shall pay cash dividends fromsurplus in the amount calculated by multiplying twenty thousand (20,000) yen per Class II preferredshare (provided, however, that this amount may be appropriately adjusted in the event of stock split,
gratis allotment of shares, reverse stock split or any other similar circumstances arising with respect to
the Class II preferred shares) by the annual dividend rate set forth as follows (hereafter, “Class II
preferred dividends”) to the shareholders holding Class II preferred shares (hereafter, “Class II preferredshareholders”) or the registered pledgees of Class II preferred shares (hereafter, “registered Class II
preferred share pledgees”) who are listed or recorded on the final shareholder registry on the record date
for such year-end dividends, in preference to the shareholders holding common stock (hereafter,“ordinary shareholders”) and the registered pledgees of common stock (hereafter, “registered ordinary
share pledgees”).
Annual dividend rate = Japanese Yen TIBOR (12 months) + 0.0%
However, if the above annual dividend rate exceeds five percent (5%), the annual dividend rate shallbe set to five percent (5%). Meanwhile, in the case where Class II preferred interim dividends as set forthin Paragraph 5 have been paid in the fiscal year concerned, the amount after deducting such interim
dividends shall be paid as Class II preferred dividends.
In the aforementioned formula, the “Japanese Yen TIBOR (12 months)” refers to the rate published by
the Japanese Bankers Association as the Japanese Yen 12-month Tokyo Interbank Offered Rate (Japanese
Yen TIBOR) at 11:00 a.m. on April 1 of each year (or the bank business day immediately prior to April 1,
if it falls on a bank holiday; hereafter, “Class II preferred annual dividend rate setting date”), or other rate
recognized to be of similar nature. In the event that the Japanese Yen TIBOR (12 months) is not
published, it shall be substituted by the rate published by the British Bankers’ Association (BBA) as theEuroyen 12-month London Interbank Offered Rate (Euroyen LIBOR (12 months) on a 360-day basis)
displayed on Reuters Page 3750 at 11:00 a.m. (London time) on the Class II preferred annual dividendrate setting date (or the bank business day in London immediately prior to such date if it falls on a bankholiday in London).
(2) Non-cumulative Clause
If the amount of cash dividends from surplus paid to the Class II preferred shareholders or theregistered Class II preferred share pledgees in a fiscal year is less than the amount of Class II preferred
dividends, the unpaid amount shall not be carried over in subsequent fiscal years.
(3) Non-participation Clause
The Company shall not pay dividends from surplus to the Class II preferred shareholders or theregistered Class II preferred share pledgees in excess of the Class II preferred dividends; provided,
however, that this shall not apply to payments of dividends from surplus in the process of theabsorption-type company split conducted by the Company pursuant to Item (viii) (b) of Article 758 or
8

Item (vii) (b) of Article 760 of the Companies Act or payment of dividends from surplus in the process of
the incorporation-type company split conducted by the Company pursuant to Item (xii) (b) of Article 763
or Item (viii) (b) of Article 765, Paragraph 1 of the Companies Act.
(4) Order of Priority
The payment of Class II preferred dividends to the Class II preferred shareholders or the registered
Class II preferred share pledgees shall rank pari passu with the payment of Class I preferred dividends to
the Class I preferred shareholders or the registered Class I preferred share pledgees.
5.

Class II Preferred Interim Dividends
In the event that the Company pays interim dividends with a record date as set forth in Article 44,
Paragraph 2 of the Articles of Incorporation, the Company shall pay cash dividends from surplus per
Class II preferred share at a maximum of half (1/2) of the amount of the Class II preferred dividends ineach fiscal year (hereafter, “Class II preferred interim dividends”) to the Class II preferred shareholders
or the registered Class II preferred share pledgees who are listed or recorded on the final shareholder
registry on the record date for such interim dividends, in preference to the ordinary shareholders and theregistered ordinary share pledgees. The payment of Class II preferred interim dividends to the Class II
preferred shareholders or the registered Class II preferred share pledgees shall rank pari passu with thepayment of Class I preferred interim dividends to the Class I preferred shareholders or the registered
Class I preferred share pledgees.

6. Distribution of Residual Assets(1) Distribution of Residual Assets
In the event of distribution of residual assets, the Company shall pay an amount of twenty thousand(20,000) yen per Class II preferred share (provided, however, that this amount may be appropriately
adjusted in the event of stock split, gratis allotment of shares, reverse stock split or any other similar
circumstances arising with respect to the Class II preferred shares) to the Class II preferred shareholders
or the registered Class II preferred share pledgees, in preference to the ordinary shareholders or theregistered ordinary share pledgees.
(2) Non-participation Clause
The Company shall not make distribution of residual assets to the Class II preferred shareholders or
the registered Class II preferred share pledgees, other than as provided for in (1) above.
(3) Order of Priority
The distribution of residual assets to the Class II preferred shareholders or the registered Class II
preferred share pledgees shall rank pari passu with the distribution of residual assets to the Class I
preferred shareholders or the registered Class I preferred share pledgees.
7.

Voting Rights
The Class II preferred shareholders shall not be entitled to exercise voting rights on all matters at theGeneral Shareholders Meetings.

8. Right to Demand Acquisition of Shares in Consideration for Common Stock(1) Right to Demand Acquisition of Shares
The Class II preferred shareholders may demand the Company to acquire their Class II preferredshares during the period that such shareholders are entitled to demand the acquisition as set forth in (2)below (hereafter, “acquisition demand period”). On receiving such demand for acquisition, the Company
shall deliver the assets as set forth in (3) below to the Class II preferred shareholders, in exchange for theacquisition of Class II preferred shares with respect to the demand for acquisition made by the Class II
preferred shareholders; provided, however, that in the case where the number of shares of common stockclassified as assets as set forth in (3) below exceeds the number of exercisable shares (as defined below),
the acquisition demand is deemed effective only for the number of the exercisable shares, whereas theacquisition demand shall be deemed not to be made with respect to the number of shares in excess of thenumber of exercisable shares. The “number of exercisable shares” refers to whichever smaller between(i) and (ii) below.
(i) Total number of shares authorized to be issued by the Company as of the date on which theacquisition demand is made (hereafter, “acquisition demand date”), excluding the total number ofoutstanding shares of the Company as of the acquisition demand date (excluding treasury stock of the9Company) and the number of shares to be acquired by the holders of stock acquisition rights through theexercise of such stock acquisition rights (excluding stock acquisition rights for which the commencement
date of exercise period has not yet arrived) as of the acquisition demand date.
(ii) Total number of class shares authorized to be issued with respect to the Company’s common stock
as of the acquisition demand date, excluding the total number of outstanding shares with respect to theCompany’s common stock as of the acquisition demand date (excluding treasury stock of the Company),
the number of shares of common stock to be acquired by the holders of shares with put option (excluding
shares for which the commencement date of acquisition demand period has not yet arrived) through theexercise of such rights, the number of shares of common stock to be acquired by the holders of sharessubject to call through the occurrence of the grounds for acquisition, and the number of shares ofcommon stock to be acquired by the holders of stock acquisition rights (excluding stock acquisitionrights for which the commencement date of exercise period has not yet arrived) through the exercise ofsuch stock acquisition rights as of the acquisition demand date.
(2) Acquisition Demand Period
The acquisition demand period shall be from April 1, 2021 to March 31, 2031.
(3) Assets to be Delivered in Exchange for Acquisition
The Company, in exchange for the acquisition of Class II preferred shares, shall deliver the shares of
its common stock in the number obtained by multiplying the number of Class II preferred shares withrespect to the demand for acquisition made by the Class II preferred shareholders by twenty thousand(20,000) yen (provided, however, that this amount may be appropriately adjusted in the event of stock
split, gratis allotment of shares, reverse stock split or any other similar circumstances arising with respect
to the Class II preferred shares) and then dividing such amount by the acquisition price as set forth in (4)through (8) below. Any fractional shares contained in the number of shares of common stock to bedelivered in exchange for the acquisition of Class II preferred shares shall be treated pursuant to Article
167, Paragraph 3 of the Companies Act.
(4) Initial Acquisition Price
The initial acquisition price shall be the market price per share of common stock on thecommencement date of the acquisition demand period (hereafter, “initial acquisition price setting date”)(hereafter, “market price per share of common stock as of the initial acquisition price setting date”);
provided, however, that if the market price per share of common stock as of the initial acquisition pricesetting date falls below the minimum acquisition price as set forth in (7) below, the initial acquisition
price shall be such minimum acquisition price.
The market price per share of common stock as of the initial acquisition price setting date shall beequal to the average (rounded down to the nearest yen) of the Volume Weighted Average Price (VWAP)
of the Company’s common stock on Tokyo Stock Exchange, Inc. over the five (5) consecutive trading
days preceding the initial acquisition price setting date (excluding the days on which VWAP is notquoted). In the event that any circumstances that warrant adjustment to the acquisition price as set forthin (8) below arise during the period of aforementioned five (5) consecutive trading days preceding theinitial acquisition price setting date, such average shall be adjusted in line with (8) below.
(5) Amendment to Acquisition PriceOn April 1 and October 1 of each year during the acquisition demand period (hereafter, “acquisition
price amendment date”), the acquisition price shall be amended to the market price per share of common
stock as of the acquisition price amendment date (hereafter, “market price per share of common stock asof the acquisition price amendment date”) (hereafter, “acquisition price after amendment”); provided,
however, that if the market price per share of common stock as of the acquisition price amendment datefalls below the minimum acquisition price as set forth in (7) below, the acquisition price after amendment
shall be such minimum acquisition price.
The market price per share of common stock as of the acquisition price amendment date shall beequal to the average (rounded down to the nearest yen) of the Volume Weighted Average Price (VWAP)
of the Company’s common stock on Tokyo Stock Exchange, Inc. over the five (5) consecutive trading
days preceding the acquisition price amendment date (excluding the days on which VWAP is not quoted).
In the event that any circumstances that warrant adjustment to the acquisition price as set forth in (8)below arise during the period of aforementioned five (5) consecutive trading days preceding theacquisition price amendment date, such average shall be adjusted in line with (8) below.

10(6) Maximum Acquisition Price
There shall be no upper limit to the acquisition price.
(7) Minimum Acquisition Price
The minimum acquisition price shall be equal to fifty percent (50%) (rounded down to the nearest yen,and subject to the adjustment according to (8) below) of the market price per share of common stock asof April 1, 2016 (hereafter, “minimum acquisition price setting date”) (hereafter, “market price per shareof common stock as of the minimum acquisition price setting date”).
The market price per share of common stock as of the minimum acquisition price setting date shall beequal to the average of the Volume Weighted Average Price (VWAP) of the Company’s common stock on
Tokyo Stock Exchange, Inc. over the five (5) consecutive trading days preceding the minimum
acquisition price setting date (excluding the days on which VWAP is not quoted). In the event that any
circumstances that warrant adjustment to the acquisition price as set forth in (8) below arise during theperiod of aforementioned five (5) consecutive trading days preceding the minimum acquisition pricesetting date, such average shall be adjusted in line with (8) below.
(8) Adjustment to Acquisition Pricea. After the issuance of Class II preferred shares, if there arises a circumstance that falls under any of (i)through (vi) below, the acquisition price (including the minimum acquisition price; the same shallapply hereafter) shall be adjusted by the following formula (hereafter, “acquisition price adjustment
formula”) (hereafter, the acquisition price after the adjustment shall be referred to as “acquisition
price after adjustment”). Results of calculation by the acquisition price adjustment formula shall be
rounded down to the nearest yen.

Acquisition
price after
adjustment=

Acquisition
price before
adjustment

Number of
Paid-indelivered sharesamount perof common
Number of
share
stock
issued shares of+Market price per sharecommon stock
Number of issued shares of common stock +Number of delivered shares of common stock(i) In the case where the Company issues shares of common stock or disposes shares of common
stock held as treasury stock (including the cases of gratis allotment of shares) at the paid-in amountlower than the market price to be used in the acquisition price adjustment formula (as defined in c.
below; the same shall apply hereafter) (excluding, however, the cases where such shares are delivered
following the acquisition or exercise of shares with put option that entitle the holders thereof to
demand delivery of shares of the Company’s common stock, or stock acquisition rights (including
those attached to bonds with stock acquisition rights; the same shall apply in (8) herein) and othersecurities (hereafter, “shares with put option, etc.”), or shares subject to call that the Company isentitled to acquire in exchange for delivering shares of the Company’s common stock or stockacquisition rights and other securities subject to call (hereafter, “shares subject to call, etc.”))
The acquisition price after adjustment shall be applied from the day following the payment due date(or the last date of the payment period if such payment period is established; the same shall apply
hereafter) (or the effective date in the case of gratis allotment of shares), or from the day following therecord date if a record date has been established for the purpose of entitling shareholders to receive
the allotment of the shares for subscription or for the purpose of gratis allotment of shares.
(ii) In the case where stock split is conducted
The acquisition price after adjustment shall be calculated using the acquisition price adjustment
formula, assuming that shares equal to the number of shares of common stock increased by the stock
split (excluding the number of shares of common stock increased with respect to the common stock
held as the Company’s treasury stock as of the record date of the stock split) are delivered on therecord date of the stock split, and shall be applied from the day following such record date.
(iii) In the case where the Company issues or disposes shares with put option, etc. that entitle theholders thereof to demand delivery of shares of the Company’s common stock at a price lower thanthe market price to be used in the acquisition price adjustment formula (as defined in d. below; the11

same shall apply in (iii) herein, (iv) and (v) below, and (iv) in c. below) (including the cases throughgratis allotment of shares and gratis allotment of stock acquisition rights)
The acquisition price after adjustment shall be calculated using the acquisition price adjustment
formula, assuming that all of shares with put option, etc. are acquired or exercised on the initialconditions, and shares of the common stock are delivered in exchange therefor, on the payment due
date of such shares with put option, etc. (or on the allotment date in the case of stock acquisitionrights) (or on the effective date in the case of gratis allotment of shares or gratis allotment of stockacquisition rights), or on the record date if a record date has been established for the purpose ofentitling shareholders to receive the allotment of the shares with put option, etc., or for the purpose ofgratis allotment of shares or gratis allotment of stock acquisition rights, and shall be applied from the
day following the payment due date of the shares with put option, etc. (or on the allotment date in thecase of stock acquisition rights) (or on the effective date of gratis allotment of shares or gratis
allotment of stock acquisition rights), or from the day following such record date.
Notwithstanding the aforementioned, in the case where the price is not determined on the day when
the aforementioned shares of common stock are assumed to be delivered, and the determined price,when shares with put option, etc. whose price is to be decided on a certain future date (hereafter,“price setting date”) are issued, falls below the market price to be used in the acquisition priceadjustment formula, the acquisition price after adjustment shall be calculated using the acquisition
price adjustment formula, assuming that all of the shares with put option, etc. remaining on such pricesetting date are acquired or exercised on the conditions determined on the price setting date, andshares of the common stock are delivered in exchange therefor, and shall be applied from the day
following the price setting date.
(iv) In the case where the shares with put option, etc. issued by the Company are subject to the priceamendment following their issuance date (excluding the adjustment for preventing dilution that issimilar in nature to those in a. or b. herein), and where the price after such amendment (hereafter,“amended price”) on the day when such amendment is made (hereafter, “amendment date”) falls
below the market price to be used in the acquisition price adjustment formula
The acquisition price after adjustment shall be calculated using the acquisition price adjustment
formula, assuming that all of the shares with put option, etc. remaining on the amendment date are
acquired or exercised at the amended price and that shares of the common stock are delivered in
exchange therefor, and shall be applied from the day following the amendment date.
In the aforementioned use of the acquisition price adjustment formula, the amount calculated bymultiplying the acquisition price effective on the day preceding the date of the application of theacquisition price after adjustment by the rate (hereafter, “adjustment factor”) predetermined for eachcase of (a) through (c) below, shall be deemed as the acquisition price before adjustment.
(a) In the case where adjustment according to (iii) above or (iv) herein has not been made to theshares with put option, etc., prior to the amendment date
The adjustment factor shall be 1.
(b) In the case where adjustment according to (iii) above or (iv) herein has been made to the shareswith put option, etc., prior to the amendment date, and amendment to the acquisition priceaccording to (5) above has been made after such adjustment and prior to the amendment date
The adjustment factor shall be 1.
However, in the calculation of the minimum acquisition price, the adjustment factor shall becalculated by dividing the minimum acquisition price before the immediately prior adjustment
according to (iii) above or (iv) herein by the minimum acquisition price after such adjustment.
(c) In the case where adjustment according to (iii) above or (iv) herein has been made to the shareswith put option, etc., prior to the amendment date, and that amendment to the acquisition priceaccording to (5) above has not been made after such adjustment and prior to the amendment date
The adjustment factor shall be calculated by dividing the acquisition price before theimmediately prior adjustment according to (iii) above or (iv) herein by the acquisition price after
such adjustment.
(v) In the case where the Company delivers shares of its common stock at a price lower than themarket price to be used in the acquisition price adjustment formula in exchange for the acquisition ofshares subject to call, etc.
The acquisition price after adjustment shall be applied from the day following the acquisition date.

12

However, in the case where the acquisition price adjustment according to (iii) or (iv) above has
already been made with respect to the shares subject to call, etc., the acquisition price after adjustment
shall be calculated using the acquisition price adjustment formula, assuming that, to the extent that the
number of shares of fully diluted common stock (as defined in e. below) after shares of common stock
are delivered in exchange for the acquisition exceeds the number of issued shares of common stock
immediately prior to the acquisition, such number of shares of common stock in excess are delivered.
In the absence of such excess, such adjustment according to (v) herein shall not be made.
(vi) In the case where a reverse stock split is conducted
The acquisition price after adjustment shall be calculated using the acquisition price adjustment
formula, using the number of shares of common stock decreased by the reverse stock split (excluding
the number of shares of common stock decreased with respect to the common stock held as theCompany’s treasury stock as of the effective date) indicated by a negative value as the number ofshares of common stock delivered, and shall be applied from the effective date of the reverse stock
split.
b. Apart from the cases of (i) through (vi) in a. above, in the event an adjustment to the acquisition price(including the minimum acquisition price) is required due to the circumstances including a merger,
company split, share exchange or share transfer, the acquisition price (including the minimum
acquisition price) shall be amended to the price that the Board of Directors determines to beappropriate.
c. (i) The “market price” to be used in the acquisition price adjustment formula shall be equal to theaverage (rounded down to the nearest yen) of the Volume Weighted Average Price (VWAP) of theCompany’s common stock on Tokyo Stock Exchange, Inc. over the five (5) consecutive trading days
preceding the date of application of the acquisition price after adjustment (excluding the days on
which VWAP is not quoted). In the event that any circumstances that warrant adjustment to theacquisition price during the aforementioned five (5) consecutive trading days, the acquisition priceafter adjustment shall be adjusted in line with (8) herein.
(ii) The “acquisition price before adjustment” to be used in the acquisition price adjustment formula
shall be the acquisition price effective as of the day preceding the date of application of theacquisition price after adjustment.
(iii) The “number of issued shares of common stock” to be used in the acquisition price adjustment
formula shall be the number of outstanding shares of the Company’s common stock (excluding thenumber of shares of common stock held as the Company’s treasury share) as of the record date if
established (excluding the number of shares of common stock deemed to have been delivered as ofsuch record date, according to (i) through (iii) in a. above), or as of the day one (1) month prior to thedate of application of the acquisition price after adjustment in the absence of record date, by adding
the number of shares of common stock that are deemed to be the “number of delivered shares ofcommon stock” prior to the adjustment to such acquisition price, according to a. and b. above, but yet
to be delivered (excluding the number of shares of common stock that are deemed to be the “numberof delivered shares of common stock” due to the adjustment according to (iii) or (iv) in a. above thathas been applied preceding the immediately prior adjustment according to (iv) (b) or (iv) (c) in a. withrespect to the shares with put option, etc. on and after the first date on which an adjustment according
to (iv) (b) or (iv) (c) in a. above are applied for certain shares with put option, etc.).
(iv) The “paid-in amount per share” to be used in the acquisition price adjustment formula shall be
the said amount (nil in the case of gratis allotment of shares) in the case of (i) in a. above (or an
appropriate appraised value in the case where non-cash assets are paid in), nil in the cases of (ii) and(vi) in a. above, and the calculated price in the cases of (iii) through (v) in a. above (or amended pricein the case of (iv)).
d. The “calculated price” in (iii) through (v) in a. and (iv) in c. above shall refer to the amount calculatedby dividing the amount paid in at the issuance of shares with put option, etc. or shares subject to call,etc. (plus the amount of assets contributed at the exercise of the stock acquisition rights, if stockacquisition rights are involved) after deducting the amount of assets other than common stock to bedelivered to the holders of shares with put option, etc. or shares subject to call, etc. in exchange for13the acquisition or exercise thereof, by the number of shares of common stock to be delivered in
exchange for such acquisition or exercise.
e. The “number of shares of fully diluted common stock” in (v) in a. above shall be the number of issued
shares of common stock as of the date of application of the acquisition price after adjustment,
excluding the number of shares of common stock with respect to the shares subject to call, etc. thatare included in the number of issued shares of common stock but yet to be delivered according to (iii)
in c. above, added by the number of shares of common stock to be delivered in exchange for theacquisition of such shares subject to call, etc.
f. In (i) through (iii) in a. above, when a record date is established for each act as described therein, andeach act is subject to a condition precedent that certain matters shall be approved at the General
Shareholders Meeting of the Company held on or after such record date, the acquisition price after
adjustment shall, notwithstanding the provisions in (i) through (iii) in a. above, be applied from the
day following the day of conclusion of the General Shareholders Meeting at which such resolution for
approval is made.
g. In the case where difference between the acquisition price after adjustment and the acquisition pricebefore adjustment, as calculated by the acquisition price adjustment formula, but before theapplication of the second (2nd) sentence of a. above, remains less than one (1) yen, adjustment to theacquisition price shall not be carried out. In the event, however, that calculation of the acquisition
price is required afterwards due to any circumstances that warrant the adjustment to the acquisition
price by using the acquisition price adjustment formula, the acquisition price before adjustment in theformula shall be substituted by the amount of acquisition price before adjustment less theaforementioned difference (provided, however, that such difference shall be calculated to the second(2nd) decimal place which then shall be rounded down).
(9) Reasonable Measures
The acquisition price as set forth in (4) through (8) above (including the mandatory acquisition priceas defined in Paragraph 10 (2); the same shall apply in (9) hereafter) shall be interpreted for the purposeof ensuring the prevention of dilution and substantive fairness among the holders of different types ofshares. In the event that its calculation poses difficulty or generates unreasonable outcome, the Board of
Directors of the Company shall take reasonably necessary measures including an appropriate adjustment
to the acquisition price.
(10) Place Where Demand for Acquisition is Accepted
Corporate Planning Division, Tokyo TY Financial Group, Inc.
(11) Time When Demand for Acquisition Takes Effect
The demand for acquisition takes effect when the documents required for this purpose are arrived at
the place where the demand for acquisition is accepted, as stated in (10) above.
9. Provisions for Acquisition of Shares in Consideration for Cash
(1) Provisions for Acquisition of Shares in Consideration for Cash
The Company may acquire the Class II preferred shares, in whole or in part, to the extent permitted bylaws and regulations, upon arrival of the date as separately determined by the Board of Directors
subsequent to April 1, 2024. In such case, the Company shall deliver the assets as set forth in (2) below
to the Class II preferred shareholders, in exchange for the acquisition of such Class II preferred shares.
Partial acquisition of Class II preferred shares in this instance shall be made by means of pro rata
allocation. Exercise of the right to demand acquisition of shares as set forth in Paragraph 8 (1) shall not
be precluded even after the acquisition date is determined.
(2) Assets to be Delivered in Exchange for Acquisition
The Company shall, in exchange for the acquisition of Class II preferred shares, shall deliver an amountof twenty thousand (20,000) yen per Class II preferred share (provided, however, that this amount may
be appropriately adjusted in the event of stock split, gratis allotment of shares, reverse stock split or any
other similar circumstances arising with respect to the Class II preferred shares).

14

10. Provisions for Acquisition of Shares in Consideration for Common Stock(1) Provisions for Acquisition of Shares in Consideration for Common Stock
The Company shall acquire all of Class II preferred shares that are yet to be acquired by the end of theacquisition demand period on the following day of the last day of such period (hereafter, “mandatory
acquisition date”). In such case, the Company shall, in exchange for the acquisition of such Class II
preferred shares, deliver to the Class II preferred shareholders shares of its common stock in the number
obtained by multiplying the number of Class II preferred shares held by such shareholders by twenty
thousand (20,000) yen (provided, however, that this amount may be appropriately adjusted in the eventof stock split, gratis allotment of shares, reverse stock split or any other similar circumstances arisingwith respect to the Class II preferred shares) and then by dividing such amount by the mandatory
acquisition price as defined in (2) below. A fractional share contained in the number of shares of common
stock to be delivered in exchange for the acquisition of Class II preferred shares shall be treated pursuant
to Article 234 of the Companies Act.
(2) Mandatory Acquisition Price
The mandatory acquisition price shall be equal to the average (rounded down to the nearest yen) of theVolume Weighted Average Price (VWAP) of the Company’s common stock on Tokyo Stock Exchange,
Inc. over the thirty (30) consecutive trading days (hereafter, “mandatory acquisition price calculation
period”) commencing on the forty-fifth (45th) trading day preceding the mandatory acquisition date(excluding the days on which VWAP is not quoted). In the event of that any circumstances that warrant
adjustment to the acquisition price as set forth in Paragraph 8 (8) arise during the mandatory acquisition
price calculation period, the aforementioned average shall be adjusted in line with Paragraph 8 (8);provided, however, that if the mandatory acquisition price resulting from such calculation falls below theminimum acquisition price as set forth in Paragraph 8 (7), the mandatory acquisition price shall be suchminimum acquisition price.
11. Stock Split or Reverse Stock Split and Gratis Allotment of Shares(1) Stock Split or Reverse Stock Split
The stock split or reverse stock split, if implemented by the Company, shall be effected simultaneously
and in the same proportion for all types of shares, i.e., common stock, Class I preferred shares and Class
II preferred shares.
(2) Gratis Allotment of Shares
The gratis allotment of shares, if implemented by the Company, shall be effected simultaneously and in
the same proportion for all types of shares, i.e., common stock, Class I preferred shares and Class II
preferred shares.
12. Restriction on Transfer
The acquisition of Class II preferred shares by transfer shall be subject to the approval of the Board of
Directors of the Company.
13. Class Shareholders Meeting
In the event that the Company engages in any act as set forth in each Item of Article 322, Paragraph 1 of
the Companies Act, resolutions at the Class Shareholders Meeting constituted by Class II preferredshareholders shall not be required, unless otherwise specified by the provisions of laws and regulations or
the Articles of Incorporation.
14. Changes in Laws and Regulations
In the event that measures such as replacement or substitution are required for the provisions of theseissuance terms and conditions in connection with the changes in laws and regulations, the Board of
Directors of the Company shall take reasonably necessary measures.
15. Others
Each of the aforementioned paragraphs shall be subject to the approval based on various laws andregulations becoming effective.

15

Exhibit 2
OmittedThis item is omitted as it is identical to the “Proposed Amendment to the Articles of Incorporation ofTokyo TY Financial Group, Inc.” under the Proposal No. 2 “Partial Amendment to the Articles ofIncorporation” on pages 21 to 37 described below.

3.

Matters Related to the Appropriateness of the Company’s Arrangements Pursuant to the Provisions in
Item (ii) and Item (iii) of Article 768, Paragraph 1 of the Companies Act(1) Matters related to the allotment of the shares of the Company to be delivered by the Company to theshareholders of ShinGinko Tokyo, in the Share Exchange(i) Details of allotment of shares in the Share Exchange (share exchange ratio)a. Common stock
The Company
ShinGinko Tokyo
Company(wholly owning parent(wholly owned subsidiary)company)
Share exchange ratio
1
0.24(Note 1) The Company will allocate 0.24 shares of the Company’s common stock for every one (1)share of ShinGinko Tokyo’s common stock in the Share Exchange.
(Note 2) Shares allotted in this Share Exchange
The Company’s common stock: 1,422,289 shares (provisional)
The above figure is based on the total number of issued and outstanding shares of
ShinGinko Tokyo’s common stock as of June 30, 2015 (5,926,207 shares). (ShinGinko
Tokyo did not have any own shares as of June 30, 2015.)(Note 3) ShinGinko Tokyo plans to cancel all of the treasury stock that it owns (including treasury
stock acquired following the dissenting shareholders’ share purchase demand inaccordance with Article 785, Paragraph 1 of the Companies Act related to this Share
Exchange) until right before the Share Exchange takes place (hereafter, “base date”), inline with decisions taken at Board of Directors meetings held up until the day before thebase date. The number of outstanding shares of the Company’s common stock to be
allotted in this Share Exchange could be revised due to the acquisition and cancellation oftreasury stock by ShinGinko Tokyo.
(Note 4) Shares of common stock of the Company are scheduled to be delivered as consideration in
the Share Exchange. Shareholders who will hold shares of the Company constituting lessthan a whole unit (fewer than 100 shares) as a result of the Share Exchange shall have theright to receive those dividends whose record date is after the effective date of the Share
Exchange in an amount corresponding to the number of shares that they hold, but will not
be able to sell such shares on the Tokyo Stock Exchange (TSE) or other financial
instruments exchange. Shareholders who will hold shares of the Company constituting
less than a whole unit (fractional units) as a result of the Share Exchange may use thefollowing programs:i) Additional purchase program for shares constituting less than a whole unit so that the
total number of shares held would constitute a whole unit (100 shares)
In accordance with Article 194, Paragraph 1 of the Companies Act and the Articles ofIncorporation, shareholders holding fractional units may compel the Company to offer
for sale the number of shares necessary to achieve a whole unit (100 shares) withrespect to shares for which they only have a fractional unit.
ii) Buyback program for shares constituting less than a whole unit
In accordance with Article 192, Paragraph 1 of the Companies Act, the shareholders
holding fractional units that cannot be sold on the TSE or other financial instruments
exchange may compel the Company to repurchase their fractional units.
(Note 5) Shareholders of ShinGinko Tokyo who will receive fractional shares of the Company’scommon stock through the Share Exchange will be paid an amount equivalent to such
fractional shares pursuant to Article 234 of the Companies Act and other related laws andregulations.

16

b. Preferred stock
One (1) of the Company’s Class II preferred shares will be allotted for every one (1) Class A
preferred share issued by ShinGinko Tokyo. The conditions stipulated in the issuance terms andconditions for the Company’s Class II preferred shares were decided and agreed upon by theCompany and ShinGinko Tokyo after taking into account the various conditions that could affect thevalue of the Class II preferred shares.
(ii) Basis of share exchange ratio calculationa. Common stocki) Basis of share exchange ratio calculation and reasons for delivery details
In order to ensure fairness in determining the share exchange ratio, the Company retained
Mizuho Securities Co., Ltd. (hereafter, “Mizuho Securities”) and ShinGinko Tokyo retained
Deloitte Tohmatsu Financial Advisory LLC (hereafter, “Deloitte Tohmatsu”) as their respective
independent third-party advisors for calculating the share exchange ratio to be used for the Share
Exchange. Using the results of the calculations carried out by those third-party advisors, thedividend discount model method (hereafter, “DDM analysis”) and other calculation methods, thecompanies diligently negotiated and discussed the share exchange ratio based on the outcome ofthe due diligence they performed on the other, and generally took into consideration factors
including their respective financial status, asset status and future projections. Based on the above,the companies determined that the share exchange ratio set forth above is reasonable, and theBoard of Directors of each company held a meeting on September 25, 2015 and determined andagreed on the share exchange ratio for the Share Exchange.
The Company received a written opinion (so-called “fairness opinion”) dated September 25,2015 from Mizuho Securities to the effect that the share exchange ratio is fair to the Company’scommon shareholders from a financial point of view. ShinGinko Tokyo received a written opinion(so-called “fairness opinion”) dated September 24, 2015 from Deloitte Tohmatsu to the effect thatthe share exchange ratio is fair to ShinGinko Tokyo’s common shareholders and Class A preferredshareholders from a financial point of view.
ii) Calculation(a) Relationship with advisors
Neither Mizuho Securities, the Company’s third-party advisor, nor Deloitte Tohmatsu,
ShinGinko Tokyo’s third-party advisor, qualifies as a party related to the companies or has amaterial interest in the Share Exchange that requires disclosure.
(b) Overview of calculation
In order to ensure the fairness of the share exchange ratio calculation in the Share
Exchange, the Company retained Mizuho Securities and ShinGinko Tokyo retained Deloitte
Tohmatsu as their respective independent third-party advisors for calculating the shareexchange ratio, and received documents calculating the share exchange ratio as described
below.
In calculating the share exchange ratios of common stock of the Company, Mizuho
Securities used a market share price analysis (designating September 24, 2015 as the reference
date and based on the closing price on TSE on the reference date, the simple average closing
price in the week before the reference date, as well as the average closing prices for the
one-month, three-month and six-month periods prior to the reference date) as a market
approach since the Company’s shares are listed on TSE and the market price for theCompany’s shares exist. In addition, because there are multiple listed companies engaged inbusinesses that are relatively comparable to the Company, it was possible to analyze its sharevalue using the comparable company analysis method. Moreover, as an income approach, theDDM analysis, which is widely used to evaluate financial institutions, was used to reflect thevaluation of future business activities of the Company. DDM analysis is a methodology to
examine stock value by discounting shareholders’ expected profits to the present value by
using capital costs. Such shareholders’ profits attributable to the shareholders are calculated bytaking into account the amounts of internal reserves and other factors required for maintaininga certain capital structure. The future projections for the Company, the basis for DDM analysis
calculations, do not anticipate substantial increases or decreases in profit in any fiscal year.
In contrast, ShinGinko Tokyo’s shares are not listed and do not have market value, andthus the market share price analysis was not used. As a market approach, because there are
multiple listed companies engaged in businesses that are relatively comparable to ShinGinko
17

Tokyo, it was possible to analyze its share value using the comparable company analysis
method. Moreover, as an income approach, the DDM analysis methodology was used to reflect
the valuation of future business activities of ShinGinko Tokyo, as with the Company. The
future projections for ShinGinko Tokyo, the basis for DDM analysis calculations, include
forecasts of substantial declines of somewhat more than 30% over the previous fiscal year in
ordinary profit, net income before taxes and net income in the fiscal year ending in March 2017.
This is because, after setting aside conservative provisions for loan loss reserves on an ongoingbasis in recent years, these loan loss reserves are expected to be reversed as a result of
improvements in the credit conditions of business partners on the back of a recovery ineconomic sentiment. These reversals will be posted in the fiscal year ending in March 2016,
resulting in substantial upward deviations in earnings in that fiscal year.
The results under each method of calculation are shown below. The ranges of the shareexchange ratio in the table below represent the number of common stock of the Company to be
allotted for one (1) common stock of ShinGinko Tokyo.
Calculation method
Market share price analysis/comparable
company analysis
Comparable company analysis
DDM analysis

Range of share exchange ratio
0.270 - 0.377
0.258 - 0.394
0.138 - 0.362

Mizuho Securities used information received from the companies and information that is
publicly available in principle to calculate the share exchange ratio on the assumption thatthese materials and information are accurate and complete. Mizuho Securities did not
independently verify its accuracy or completeness. Mizuho Securities did not independently
perform an evaluation, appraisal or assessment of the individual assets and liabilities (including
off-balance sheet assets and liabilities and other contingent liabilities) of the companies andtheir affiliated companies, nor were third-party advisors asked to perform an evaluation,
appraisal or assessment. Mizuho Securities assumes that the information it received on
financial projections and other information related to the future (including projections of future
revenue and costs, forecasts of cost-cutting and the companies’ business plans) werereasonably prepared or presented by the companies’ management based on the best projections
and judgment available to them. Mizuho Securities did not independently verify the feasibilityof the aforementioned assumptions nor the companies’ financial projections and businessplans.
In calculating the share exchange ratio for the Company, Deloitte Tohmatsu used a market
price analysis as the Company’s shares are listed on the TSE and thus a market price exists.
Since some media outlets reported on this business integration on the evening of May 26, 2015,
May 26, 2015 was used as the reference date for calculations to eliminate this impact on shareprices. The calculations were based on the closing price on the reference date, as well as theaverage closing prices for the one-week, one-month, three-month and six-month periods prior
to the reference date. Furthermore, DDM analysis, which is widely used to evaluate financial
institutions, was used to reflect the valuation of future business activities of the bank. DDM
analysis is a methodology to examine stock value by discounting shareholders’ expected profits
to the present value by using capital costs. Such shareholders’ profits attributable to theshareholders are calculated by taking into account the amounts of internal reserves and otherfactors required for maintaining a certain capital structure.
A comparable company analysis was used for ShinGinko Tokyo since there are multiple
listed companies comparable to this bank. In addition, DDM analysis was used in thecalculations to reflect the valuation of future business activities, as with the Company’s
calculations.
The results under each method of calculation are shown below. The ranges of the shareexchange ratios in the table below represent the number of common stock of the Company tobe allotted for one (1) common stock of ShinGinko Tokyo.

18

Calculation method
Comparable company analysis/
Market share price analysis
DDM analysis

Range of share exchange ratio
0.182 - 0.271
0.184 - 0.360

Deloitte Tohmatsu used information received from the companies and information that is
publicly available in principle and as is to calculate the share exchange ratio on the assumptionthat these materials and information are accurate and complete. Deloitte Tohmatsu did not
independently verify its accuracy or completeness. Deloitte Tohmatsu did not independently
perform an evaluation, appraisal or assessment, including an analysis and evaluation of theindividual assets and liabilities, of the assets and liabilities (including contingent liabilities) of
the companies and their affiliated companies. Moreover, Deloitte Tohmatsu assumes that thecompanies’ financial projections (including profit estimates and other information) werereasonably prepared by the companies’ management based on the best projections andjudgment available to the companies at this point. As regards the financial projections for
ShinGinko Tokyo on which the DDM analysis is premised, Deloitte Tohmatsu expects a sharp
decline in ordinary profit, net income before taxes and net income in the first fiscal year of thefinancial projection period (fiscal year ending in March 2017) compared to the previous fiscal
year (forecasts for the fiscal year ending in March 2016). This is because, after setting asideconservative provisions for loan loss reserves on an ongoing basis in recent years, these loan
loss reserves are expected to be reversed as a result of improvements in the credit conditions ofbusiness partners on the back of a recovery in economic sentiment. These reversals will be
posted in the fiscal year ending in March 2016, resulting in substantial upward deviations inearnings in that fiscal year. Income is not expected to increase or decrease sharply thereafter.
The financial projections for the Company do not include any projections of large
increases or decreases in income.
b. Preferred stock
The companies decided to allot twenty thousand (20,000) yen in the Company’s Class II preferredshares (total of 2 million shares) for every one (1) Class A preferred share issued by ShinGinko Tokyo
after taking into account the analysis and opinions of Mizuho Securities in the case of the Company
and the analysis and opinions of Deloitte Tohmatsu in the case of ShinGinko Tokyo on the matter of
the Class A preferred shares issued by ShinGinko Tokyo, generally considering the various conditions
that could affect the value of the Class II preferred shares to be newly issued to the Company and thefact that, unlike common stock, market prices do not exist, and carefully discussing and negotiating
the allotment of Class A preferred shares. This was decided and approved at the Board of Directors
meetings held by the two companies on September 25, 2015.
(2) Matters related to the appropriateness of the amount of increase in the capital and reserves of the wholly
owning parent company in connection with the Share Exchange
The amount of increase in the capital and reserves of the Company in connection with the Share
Exchange is as follows.
Capital:0 yen
Capital reserve:
Amount as determined by the Company in accordance with theprovisions of Article 39 of the Ordinance on Accounting ofCompanies
Retained earnings reserve:
0 yen
These amounts of capital and reserves are judged to be appropriate, as they have been determinedwithin the extent permitted by the provisions of Article 39 of the Ordinance on Accounting of Companies,
based on the comprehensive review and consideration of the circumstances including the capital policyof the Company after the Share Exchange, as well as consultation between the Company and ShinGinko
Tokyo.
4.

Financial Statements for the Final Fiscal Year of the Wholly Owned Subsidiary
The financial statements for the final fiscal year of ShinGinko Tokyo are as described in the“Financial Statements, etc. for the Final Fiscal Year of ShinGinko Tokyo” in the enclosed“Supplementary Volume to Proposal No. 1 in the Reference Documents for the General Shareholders
Meeting.”19

5.

Events That Would Have a Significant Impact on the Status of Corporate Assets, Such as Disposal of
Material Assets, Burden of Significant Liabilities, Which Took Place with Respect to the Companies
Involved in the Share Exchange after the Last Day of Their Final Fiscal Year
(1) The Company
Not applicable.
(2) ShinGinko Tokyo
Not applicable.

20

Proposal No. 2: Partial Amendment to the Articles of Incorporation
1.

Reason for Proposal
If Proposal No. 1 is approved as proposed and the Share Exchange Agreement is approved at theExtraordinary General Meeting of Shareholders and the Class Shareholders Meeting by Ordinary
Shareholders as well as the Class Shareholders Meeting by Class A Preferred Shareholders of ShinGinko
Tokyo scheduled to be held on November 27, 2015, the Company will allot one (1) Class II preferredshare of the Company for every one (1) Class A preferred share of ShinGinko Tokyo as of the effective
date of the Share Exchange (April 1, 2016). For this purpose, the Company proposes certain necessary
amendment to the Articles of Incorporation of the Company, including the addition of provisions
concerning the Class II preferred shares, as prerequisite to the Share Exchange.
The resolution of this Proposal shall become effective on the effective date of the Share Exchange, on
the condition that this Share Exchange Agreement has not been cancelled based on the provisions ofArticle 12 thereof, and that there has not arisen any circumstances which render this Agreement invalid
as set forth in Article 13 thereof.

2.

Details of Amendment
The details of the amendment to the Articles of Incorporation is as follows.
Proposed Amendment to the Articles of Incorporation of Tokyo TY Financial Group, Inc.

“Articles of Incorporation” Comparison between the current and amended articles(Underlined parts are to be amended.)
Current Articles
After Amendment
OmittedUnchanged
CHAPTER II. SHARESCHAPTER II. SHARES(Total Number of Shares Authorized to be Issued)
Article 6. The total number of shares authorized to beissued by the Company shall be one hundred
and ten million (110,000,000) shares.
2. The total number of each class sharesauthorized to be issued by the Company shallbe as follows.
Common stock
100,000,000 sharesFirst series of Class I preferred shares
5,000,000 shares
Second series of Class I preferred shares
5,000,000 shares(Total Number of Shares Authorized to be Issued)
Article 6. The total number of shares authorized to beissued by the Company shall be one hundred
and twelve million (112,000,000) shares.
2.
The total number of each class sharesauthorized to be issued by the Company shallbe as follows.
Common stock
100,000,000 sharesFirst series of Class I preferred shares
5,000,000 shares
Second series of Class I preferred shares
5,000,000 sharesClass II preferred shares 2,000,000 shares

OmittedUnchanged

CHAPTER III. CLASS I PREFERRED SHARESCHAPTER III. PREFERRED SHARES(Class I Preferred Dividends)
Article 13. In the event that the Company pays year-end
dividends from surplus with a record date as set
forth in Article 52, Paragraph 1, the Company
shall pay cash dividends from surplus in suchrespective amounts as set forth below(hereafter, “Class I preferred dividends”) to theshareholders holding the first series of Class I
preferred shares and the second series of Class I
preferred shares (hereafter, “Class I preferredshareholders” collectively) or the registeredpledgees of Class I preferred shares (hereafter,“registered Class I preferred share pledgees”)
who are listed or recorded on the final(Class I Preferred Dividends)
Article 13. In the event that the Company pays year-end
dividends from surplus with a record date as
set forth in Article 44, Paragraph 1, theCompany shall pay cash dividends fromsurplus in such respective amounts as set forth
below (hereafter, “Class I preferred
dividends”) to the shareholders holding thefirst series of Class I preferred shares and thesecond series of Class I preferred shares(hereafter, “Class I preferred shareholders”
collectively) or the registered pledgees ofClass I preferred shares (hereafter, “registered
Class I preferred share pledgees”) who are21

Current Articles
shareholder registry on the record date for such
year-end dividends, in preference to theshareholders holding common stock (hereafter,“ordinary shareholders”) and the registeredpledgees of common stock (hereafter,“registered ordinary share pledgees”).
However, in the case where Class I preferredinterim dividends as set forth in Article 14 havebeen paid in the fiscal year concerned, theamount after deducting such interim dividends
shall be paid.
2 to 3

OmittedAfter Amendment
listed or recorded on the final shareholder
registry on the record date for such year-end
dividends, in preference to the shareholders
holding common stock (hereafter, “ordinary
shareholders”) and the registered pledgees ofcommon stock (hereafter, “registered ordinary
share pledgees”).
However, in the case where Class I preferredinterim dividends as set forth in Article 13-2
have been paid in the fiscal year concerned,
the amount after deducting such interim
dividends shall be paid.
2 to 3

Unchanged(Class I Preferred Interim Dividends)
Article 14. In the event that the Company pays interim
dividends with a record date as set forth in
Article 52, Paragraph 2, the Company shall pay
cash dividends from surplus per Class I
preferred share at a maximum of half (1/2) of
the amount of the Class I preferred dividends(hereafter, “Class I preferred interim
dividends”) to the Class I preferredshareholders or the registered Class I preferredshare pledgees who are listed or recorded on the
final shareholder registry on the record date forsuch interim dividends, in preference to theordinary shareholders and the registeredordinary share pledgees.

(Class I Preferred Interim Dividends)
Article 13-2. In the event that the Company pays
interim dividends with a record date as set
forth in Article 44, Paragraph 2, the Company
shall pay cash dividends from surplus per
Class I preferred share at a maximum of half(1/2) of the amount of the Class I preferred
dividends (hereafter, “Class I preferredinterim dividends”) to the Class I preferredshareholders or the registered Class I
preferred share pledgees who are listed orrecorded on the final shareholder registry on
the record date for such interim dividends, inpreference to the ordinary shareholders andthe registered ordinary share pledgees.

Articles 15 to 16

Articles 13-3 to 13-4
OmittedUnchanged(Stock split or Reverse Stock Split and Gratis Allotmentof Shares)
Article 17. The stock split or reverse stock split, if
implemented by the Company, shall be effected
simultaneously and in the same proportion forcommon stock and Class I preferred shares.
2.
The gratis allotment of shares, if
implemented by the Company, shall be effected
simultaneously and in the same proportion forcommon stock and Class I preferred shares.

(Deleted)

Articles 18 to 20

Articles 13-5 to 13-7
OmittedUnchanged(Order of Priority)
Article 21. Omitted(Order of Priority of Class I Preferred Shares)
Article 13-8. Unchanged(Prescription Period)
Article 22. The provisions of Article 53 shall apply
mutatis mutandis to the payment of Class I
preferred dividends and Class I preferredinterim dividends.

(Prescription Period for Class I Preferred Dividends, etc.)
Article 13-9. The provisions of Article 45 shall apply
mutatis mutandis to the payment of Class I
preferred dividends and Class I preferredinterim dividends.

22

Current Articles(Newly established)

After Amendment(Class II Preferred Dividends)
Article 13-10. In the event that the Company pays
year-end dividends from surplus with a record
date as set forth in Article 44, Paragraph 1, theCompany shall pay cash dividends fromsurplus in the amount calculated bymultiplying twenty thousand (20,000) yen perClass II preferred share (provided, however,that this amount may be appropriately
adjusted in the event of stock split, gratis
allotment of shares, reverse stock split or any
other similar circumstances arising withrespect to the Class II preferred shares) by theannual dividend rate set forth as follows(hereafter, “Class II preferred dividends”) to
the shareholders holding Class II preferredshares (hereafter, “Class II preferredshareholders”) or the registered pledgees ofClass II preferred shares (hereafter,“registered Class II preferred share pledgees”)
who are listed or recorded on the final
shareholder registry on the record date forsuch year-end dividends, in preference to theordinary shareholders and the registeredordinary share pledgees.
Annual dividend rate = Japanese Yen
TIBOR (12 months) + 0.0%
However, if the above annual dividend rate
exceeds five percent (5%), the annual
dividend rate shall be set to five percent (5%).
Meanwhile, in the case where Class II
preferred interim dividends as set forth in
Article 13-11 have been paid in the fiscal year
concerned, the amount after deducting suchinterim dividends shall be paid as Class II
preferred dividends.
In the aforementioned formula, the“Japanese Yen TIBOR (12 months)” refers to
the rate published by the Japanese Bankers
Association as the Japanese Yen 12-monthTokyo Interbank Offered Rate (Japanese Yen
TIBOR) at 11:00 a.m. on April 1 of each year
(or the bank business day immediately prior to
April 1, if it falls on a bank holiday; hereafter,“Class II preferred annual dividend ratesetting date”), or other rate recognized to beof similar nature. In the event that theJapanese Yen TIBOR (12 months) is not
published, it shall be substituted by the rate
published by the British Bankers’ Association(BBA) as the Euroyen 12-month London
Interbank Offered Rate (Euroyen LIBOR (12months) on a 360-day basis) displayed on
Reuters Page 3750 at 11:00 a.m. (Londontime) on the Class II preferred annual
dividend rate setting date (or the bankbusiness day in London immediately prior tosuch date if it falls on a bank holiday in23

Current Articles
2.

3.

4.

(Newly established)

After Amendment
London).
If the amount of cash dividends from surplus
paid to the Class II preferred shareholders or
the registered Class II preferred sharepledgees in a fiscal year is less than theamount of Class II preferred dividends, theunpaid amount shall not be carried over insubsequent fiscal years.
The Company shall not pay dividends fromsurplus to the Class II preferred shareholders
or the registered Class II preferred sharepledgees in excess of the Class II preferred
dividends; provided, however, that this shallnot apply to payments of dividends fromsurplus in the process of the absorption-typecompany split conducted by the Company
pursuant to Item (viii) (b) of Article 758 or
Item (vii) (b) of Article 760 of the Companies
Act or payment of dividends from surplus in
the process of the incorporation-type company
split conducted by the Company pursuant to
Item (xii) (b) of Article 763 or Item (viii) (b)of Article 765, Paragraph 1 of the Companies
Act.
The payment of Class II preferred dividends
to the Class II preferred shareholders or theregistered Class II preferred share pledgees
shall rank pari passu with the payment ofClass I preferred dividends to the Class I
preferred shareholders or the registered ClassI preferred share pledgees.

(Class II Preferred Interim Dividends)
Article 13-11. In the event that the Company pays
interim dividends with a record date as set
forth in Article 44, Paragraph 2, the Company
shall pay cash dividends from surplus per
Class II preferred share at a maximum of half(1/2) of the amount of the Class II preferred
dividends in each fiscal year (hereafter, “Class
II preferred interim dividends”) to the Class II
preferred shareholders or the registered Class
II preferred share pledgees who are listed orrecorded on the final shareholder registry on
the record date for such interim dividends, inpreference to the ordinary shareholders andthe registered ordinary share pledgees. The
payment of Class II preferred interim
dividends to the Class II preferredshareholders or the registered Class II
preferred share pledgees shall rank pari passu
with the payment of Class I preferred interim
dividends to the Class I preferred shareholders
or the registered Class I preferred sharepledgees.

24Current Articles(Newly established)

After Amendment(Distribution of Residual Assets to Class II Preferred
Shareholders)
Article 13-12. In the event of distribution of residual
assets, the Company shall pay an amount oftwenty thousand (20,000) yen per Class II
preferred share (provided, however, that thisamount may be appropriately adjusted in theevent of stock split, gratis allotment of shares,
reverse stock split or any other similar
circumstances arising with respect to theClass II preferred shares) to the Class II
preferred shareholders or the registered Class
II preferred share pledgees, in preference tothe ordinary shareholders or the registeredordinary share pledgees.
2.
The Company shall not make distribution ofresidual assets to the Class II preferredshareholders or the registered Class II
preferred share pledgees, other than asprovided for in the preceding paragraph.
3.
The distribution of residual assets to theClass II preferred shareholders or theregistered Class II preferred share pledgees
shall rank pari passu with the distribution ofresidual assets to the Class I preferredshareholders or the registered Class I
preferred share pledgees.

(Newly established)(Voting Rights of Class II Preferred Shareholders)
Article 13-13. The Class II preferred shareholders shallnot be entitled to exercise voting rights on all
matters at the General Shareholders Meetings.

(Newly established)(Class Shareholders Meeting by Class II Preferred
Shareholders)
Article 13-14. In the event that the Company engages inany act as set forth in each Item of Article
322, Paragraph 1 of the Companies Act,
resolutions at the Class Shareholders Meeting
constituted by Class II preferred shareholders
shall not be required, unless otherwise
specified by the provisions of laws andregulations or these Articles of Incorporation.

(Newly established)(Provisions for Acquisition of Shares in Consideration
for Cash)
Article 13-15. The Company may acquire the Class II
preferred shares, in whole or in part, to theextent permitted by laws and regulations,
upon arrival of the date as separately
determined by the Board of Directors
subsequent to April 1, 2024. In such case, theCompany shall deliver the assets as set forthin Paragraph 2 below to the Class II preferredshareholders, in exchange for the acquisitionof such Class II preferred shares. Partial
acquisition of Class II preferred shares in thisinstance shall be made by means of pro rata
25

Current Articles

2.

(Newly established)

After Amendment
allocation. Exercise of the right to demandacquisition of shares as set forth in Article
13-16, Paragraph 1 shall not be precluded
even after the acquisition date is determined.
The Company shall, in exchange for theacquisition of Class II preferred shares, shalldeliver an amount of twenty thousand(20,000) yen per Class II preferred share(provided, however, that this amount may beappropriately adjusted in the event of stock
split, gratis allotment of shares, reverse stock
split or any other similar circumstances
arising with respect to the Class II preferredshares).

(Right to Demand Acquisition of Shares in
Consideration for Common Stock)
Article 13-16. The Class II preferred shareholders may
demand the Company to acquire their Class II
preferred shares during the period that suchshareholders are entitled to demand theacquisition as set forth in Paragraph 2(hereafter, “acquisition demand period”). On
receiving such demand for acquisition, theCompany shall deliver the assets as set forthin Paragraph 3 to the Class II preferredshareholders, in exchange for the acquisitionof Class II preferred shares with respect to thedemand for acquisition made by the Class II
preferred shareholders; provided, however,that in the case where the number of shares ofcommon stock classified as assets as set forthin Paragraph 3 exceeds the number of
exercisable shares (as defined below), theacquisition demand is deemed effective only
for the number of the exercisable shares,
whereas the acquisition demand shall bedeemed not to be made with respect to thenumber of shares in excess of the number of
exercisable shares. The “number of
exercisable shares” refers to whicheversmaller between (i) and (ii) below.
(i) Total number of shares authorized to beissued by the Company as of the date on
which the acquisition demand is made(hereafter, “acquisition demand date”),
excluding the total number of outstanding
shares of the Company as of the acquisition
demand date (excluding treasury stock of theCompany) and the number of shares to beacquired by the holders of stock acquisitionrights through the exercise of such stockacquisition rights (excluding stock acquisitionrights for which the commencement date of
exercise period has not yet arrived) as of theacquisition demand date.
(ii) Total number of class shares authorized to
be issued with respect to the Company’s
26

Current Articles

2.
3.

4.

27

After Amendment
common stock as of the acquisition demanddate, excluding the total number ofoutstanding shares with respect to theCompany’s common stock as of theacquisition demand date (excluding treasury
stock of the Company), the number of sharesof common stock to be acquired by theholders of shares with put option (excluding
shares for which the commencement date ofacquisition demand period has not yet arrived)
through the exercise of such rights, thenumber of shares of common stock to beacquired by the holders of shares subject tocall through the occurrence of the grounds foracquisition, and the number of shares ofcommon stock to be acquired by the holdersof stock acquisition rights (excluding stockacquisition rights for which thecommencement date of exercise period has
not yet arrived) through the exercise of suchstock acquisition rights as of the acquisition
demand date.
The acquisition demand period shall be from
April 1, 2021 to March 31, 2031.
The Company, in exchange for theacquisition of Class II preferred shares, shalldeliver the shares of its common stock in thenumber obtained by multiplying the numberof Class II preferred shares with respect to thedemand for acquisition made by the Class II
preferred shareholders by twenty thousand(20,000) yen (provided, however, that thisamount may be appropriately adjusted in theevent of stock split, gratis allotment of shares,
reverse stock split or any other similar
circumstances arising with respect to theClass II preferred shares) and then dividing
such amount by the acquisition price as set
forth in Paragraphs 4 through 8. Any
fractional shares contained in the number ofshares of common stock to be delivered in
exchange for the acquisition of Class II
preferred shares shall be treated pursuant to
Article 167, Paragraph 3 of the Companies
Act.
The initial acquisition price shall be themarket price per share of common stock on
the commencement date of the acquisition
demand period (hereafter, “initial acquisition
price setting date”) (hereafter, “market priceper share of common stock as of the initialacquisition price setting date”); provided,
however, that if the market price per share ofcommon stock as of the initial acquisition
price setting date falls below the minimum
acquisition price as set forth in Paragraph 7,
the initial acquisition price shall be suchminimum acquisition price.

Current Articles

5.

6.
7.

28

After Amendment
The market price per share of common stock
as of the initial acquisition price setting dateshall be equal to the average (rounded down
to the nearest yen) of the Volume Weighted
Average Price (VWAP) of the Company’scommon stock on Tokyo Stock Exchange, Inc.
over the five (5) consecutive trading days
preceding the initial acquisition price setting
date (excluding the days on which VWAP is
not quoted). In the event that any
circumstances that warrant adjustment to theacquisition price as set forth in Paragraph 8
arise during the period of aforementioned five(5) consecutive trading days preceding theinitial acquisition price setting date, suchaverage shall be adjusted in line with
Paragraph 8.
On April 1 and October 1 of each year
during the acquisition demand period(hereafter, “acquisition price amendmentdate”), the acquisition price shall be amended
to the market price per share of common stock
as of the acquisition price amendment date(hereafter, “market price per share of common
stock as of the acquisition price amendmentdate”) (hereafter, “acquisition price after
amendment”); provided, however, that if themarket price per share of common stock as of
the acquisition price amendment date falls
below the minimum acquisition price as set
forth in Paragraph 7, the acquisition priceafter amendment shall be such minimum
acquisition price.
The market price per share of common stock
as of the acquisition price amendment dateshall be equal to the average (rounded down
to the nearest yen) of the Volume Weighted
Average Price (VWAP) of the Company’scommon stock on Tokyo Stock Exchange, Inc.
over the five (5) consecutive trading days
preceding the acquisition price amendment
date (excluding the days on which VWAP is
not quoted). In the event that any
circumstances that warrant adjustment to theacquisition price as set forth in Paragraph 8
arise during the period of aforementioned five(5) consecutive trading days preceding theacquisition price amendment date, suchaverage shall be adjusted in line with
Paragraph 8.
There shall be no upper limit to theacquisition price.
The minimum acquisition price shall beequal to fifty percent (50%) (rounded down to
the nearest yen, and subject to the adjustment
according to Paragraph 8) of the market priceper share of common stock as of April 1, 2016
(hereafter, “minimum acquisition price settingCurrent Articles

After Amendmentdate”) (hereafter, “market price per share ofcommon stock as of the minimum acquisition
price setting date”).
The market price per share of common stock
as of the minimum acquisition price setting
date shall be equal to the average of theVolume Weighted Average Price (VWAP) of
the Company’s common stock on Tokyo
Stock Exchange, Inc. over the five (5)consecutive trading days preceding theminimum acquisition price setting date(excluding the days on which VWAP is notquoted). In the event that any circumstancesthat warrant adjustment to the acquisition
price as set forth in Paragraph 8 arise during
the period of aforementioned five (5)consecutive trading days preceding theminimum acquisition price setting date, suchaverage shall be adjusted in line with
Paragraph 8.
8.
Adjustment to Acquisition Pricea. After the issuance of Class II preferredshares, if there arises a circumstance that falls
under any of (i) through (vi) below, theacquisition price (including the minimum
acquisition price; the same shall apply
hereafter) shall be adjusted by the following
formula (hereafter, “acquisition priceadjustment formula”) (hereafter, theacquisition price after the adjustment shall bereferred to as “acquisition price after
adjustment”). Results of calculation by theacquisition price adjustment formula shall be
rounded down to the nearest yen.
Number ofdeliveredshares of
Number ofissued shares

Acquisition
Acquisition
price after
adjustment

beforeadjustment

Paid-inamountstock

per shareof common

price
=

+



common

stockMarket price per share

Number of issued shares of common stock +Number of delivered shares of common stock(i) In the case where the Company issues
shares of common stock or disposes shares ofcommon stock held as treasury stock(including the cases of gratis allotment ofshares) at the paid-in amount lower than themarket price to be used in the acquisition
price adjustment formula (as defined in c.
below; the same shall apply hereafter)(excluding, however, the cases where suchshares are delivered following the acquisition
or exercise of shares with put option that
entitle the holders thereof to demand deliveryof shares of the Company’s common stock, orstock acquisition rights (including those29

Current Articles

After Amendment
attached to bonds with stock acquisitionrights; the same shall apply in this paragraph)and other securities (hereafter, “shares with
put option, etc.”), or shares subject to call that
the Company is entitled to acquire in
exchange for delivering shares of theCompany’s common stock or stockacquisition rights and other securities subject
to call (hereafter, “shares subject to call,etc.”))
The acquisition price after adjustment
shall be applied from the day following thepayment due date (or the last date of thepayment period if such payment period isestablished; the same shall apply hereafter)(or the effective date in the case of gratis
allotment of shares), or from the day
following the record date if a record date has
been established for the purpose of entitlingshareholders to receive the allotment of theshares for subscription or for the purpose ofgratis allotment of shares.
(ii) In the case where stock split is conducted
The acquisition price after adjustment
shall be calculated using the acquisition priceadjustment formula, assuming that shares
equal to the number of shares of common
stock increased by the stock split (excluding
the number of shares of common stockincreased with respect to the common stock
held as the Company’s treasury stock as of therecord date of the stock split) are delivered on
the record date of the stock split, and shall beapplied from the day following such record
date.
(iii) In the case where the Company issues ordisposes shares with put option, etc. that
entitle the holders thereof to demand deliveryof shares of the Company’s common stock at
a price lower than the market price to be usedin the acquisition price adjustment formula (asdefined in d. below; the same shall apply in(iii) herein, (iv) and (v) below, and (iv) in c.
below) (including the cases through gratis
allotment of shares and gratis allotment ofstock acquisition rights)
The acquisition price after adjustment
shall be calculated using the acquisition priceadjustment formula, assuming that all of
shares with put option, etc. are acquired or
exercised on the initial conditions, and sharesof the common stock are delivered in
exchange therefor, on the payment due date ofsuch shares with put option, etc. (or on theallotment date in the case of stock acquisitionrights) (or on the effective date in the case ofgratis allotment of shares or gratis allotmentof stock acquisition rights), or on the record30Current Articles

After Amendment
date if a record date has been established forthe purpose of entitling shareholders toreceive the allotment of the shares with put
option, etc., or for the purpose of gratis
allotment of shares or gratis allotment of stockacquisition rights, and shall be applied fromthe day following the payment due date of theshares with put option, etc. (or on theallotment date in the case of stock acquisitionrights) (or on the effective date of gratis
allotment of shares or gratis allotment of stockacquisition rights), or from the day following
such record date.
Notwithstanding the aforementioned, inthe case where the price is not determined on
the day when the aforementioned shares ofcommon stock are assumed to be delivered,and the determined price, when shares with
put option, etc. whose price is to be decided
on a certain future date (hereafter, “pricesetting date”) are issued, falls below themarket price to be used in the acquisition
price adjustment formula, the acquisition
price after adjustment shall be calculatedusing the acquisition price adjustment
formula, assuming that all of the shares with
put option, etc. remaining on such pricesetting date are acquired or exercised on theconditions determined on the price setting
date, and shares of the common stock aredelivered in exchange therefor, and shall beapplied from the day following the pricesetting date.
(iv) In the case where the shares with put
option, etc. issued by the Company are subject
to the price amendment following theirissuance date (excluding the adjustment for
preventing dilution that is similar in nature to
those in a. or b. herein), and where the priceafter such amendment (hereafter, “amended
price”) on the day when such amendment ismade (hereafter, “amendment date”) falls
below the market price to be used in theacquisition price adjustment formula
The acquisition price after adjustment
shall be calculated using the acquisition priceadjustment formula, assuming that all of theshares with put option, etc. remaining on theamendment date are acquired or exercised at
the amended price and that shares of thecommon stock are delivered in exchange
therefor, and shall be applied from the day
following the amendment date.
In the aforementioned use of theacquisition price adjustment formula, theamount calculated by multiplying theacquisition price effective on the day
preceding the date of the application of the31Current Articles

After Amendment
acquisition price after adjustment by the rate
(hereafter, “adjustment factor”) predeterminedfor each case of (a) through (c) below, shall bedeemed as the acquisition price before
adjustment.
(a) In the case where adjustment according
to (iii) above or (iv) herein has not been
made to the shares with put option, etc.,
prior to the amendment date
The adjustment factor shall be 1.
(b) In the case where adjustment according
to (iii) above or (iv) herein has been made to
the shares with put option, etc., prior to theamendment date, and amendment to theacquisition price according to Paragraph 5
above has been made after such adjustment
and prior to the amendment date
The adjustment factor shall be 1.
However, in the calculation of theminimum acquisition price, the adjustment
factor shall be calculated by dividing theminimum acquisition price before theimmediately prior adjustment according to(iii) above or (iv) herein by the minimum
acquisition price after such adjustment.
(c) In the case where adjustment according
to (iii) above or (iv) herein has been made to
the shares with put option, etc., prior to theamendment date, and that amendment to theacquisition price according to Paragraph 5
above has not been made after suchadjustment and prior to the amendment date
The adjustment factor shall becalculated by dividing the acquisition pricebefore the immediately prior adjustment
according to (iii) above or (iv) herein by theacquisition price after such adjustment.
(v) In the case where the Company delivers
shares of its common stock at a price lower
than the market price to be used in theacquisition price adjustment formula inexchange for the acquisition of shares subject
to call, etc.
The acquisition price after adjustment
shall be applied from the day following theacquisition date.
However, in the case where theacquisition price adjustment according to (iii)or (iv) above has already been made withrespect to the shares subject to call, etc., theacquisition price after adjustment shall becalculated using the acquisition priceadjustment formula, assuming that, to theextent that the number of shares of fully
diluted common stock (as defined in e. below)
after shares of common stock are delivered in
exchange for the acquisition exceeds thenumber of issued shares of common stock32

Current Articles

After Amendment
immediately prior to the acquisition, such
number of shares of common stock in excess
are delivered. In the absence of such excess,such adjustment according to (v) herein shallnot be made.
(vi) In the case where a reverse stock split isconducted
The acquisition price after adjustment
shall be calculated using the acquisition priceadjustment formula, using the number ofshares of common stock decreased by thereverse stock split (excluding the number ofshares of common stock decreased withrespect to the common stock held as theCompany’s treasury stock as of the effectivedate) indicated by a negative value as thenumber of shares of common stock delivered,and shall be applied from the effective date of
the reverse stock split.
b. Apart from the cases of (i) through (vi) in a.
above, in the event an adjustment to theacquisition price (including the minimum
acquisition price) is required due to thecircumstances including a merger, company
split, share exchange or share transfer, theacquisition price (including the minimum
acquisition price) shall be amended to theprice that the Board of Directors determines tobe appropriate.
c. (i) The “market price” to be used in theacquisition price adjustment formula shall beequal to the average (rounded down to thenearest yen) of the Volume Weighted Average
Price (VWAP) of the Company’s common
stock on Tokyo Stock Exchange, Inc. over thefive (5) consecutive trading days preceding
the date of application of the acquisition priceafter adjustment (excluding the days on which
VWAP is not quoted). In the event that any
circumstances that warrant adjustment to theacquisition price during the aforementioned
five (5) consecutive trading days, theacquisition price after adjustment shall be
adjusted in line with this paragraph.
(ii) The “acquisition price before
adjustment” to be used in the acquisition priceadjustment formula shall be the acquisition
price effective as of the day preceding the dateof application of the acquisition price after
adjustment.
(iii) The “number of issued shares ofcommon stock” to be used in the acquisition
price adjustment formula shall be the numberof outstanding shares of the Company’scommon stock (excluding the number ofshares of common stock held as theCompany’s treasury share) as of the record
date if established (excluding the number of33

Current Articles

After Amendment
shares of common stock deemed to have beendelivered as of such record date, according to(i) through (iii) in a. above), or as of the day
one (1) month prior to the date of applicationof the acquisition price after adjustment in theabsence of record date, by adding the numberof shares of common stock that are deemed tobe the “number of delivered shares ofcommon stock” prior to the adjustment tosuch acquisition price, according to a. and b.
above, but yet to be delivered (excluding thenumber of shares of common stock that are
deemed to be the “number of delivered sharesof common stock” due to the adjustment
according to (iii) or (iv) in a. above that has
been applied preceding the immediately prioradjustment according to (iv) (b) or (iv) (c) in
a. with respect to the shares with put option,etc. on and after the first date on which an
adjustment according to (iv) (b) or (iv) (c) ina. above are applied for certain shares with
put option, etc.).
(iv) The “paid-in amount per share” to be
used in the acquisition price adjustment
formula shall be the said amount (nil in thecase of gratis allotment of shares) in the caseof (i) in a. above (or an appropriate appraisedvalue in the case where non-cash assets arepaid in), nil in the cases of (ii) and (vi) in a.
above, and the calculated price in the cases of(iii) through (v) in a. above (or amended pricein the case of (iv)).
d. The “calculated price” in (iii) through (v) ina. and (iv) in c. above shall refer to theamount calculated by dividing the amount
paid in at the issuance of shares with put
option, etc. or shares subject to call, etc. (plusthe amount of assets contributed at theexercise of the stock acquisition rights, if
stock acquisition rights are involved) after
deducting the amount of assets other thancommon stock to be delivered to the holdersof shares with put option, etc. or sharessubject to call, etc. in exchange for theacquisition or exercise thereof, by the numberof shares of common stock to be delivered in
exchange for such acquisition or exercise.
e. The “number of shares of fully diluted
common stock” in (v) in a. above shall be thenumber of issued shares of common stock asof the date of application of the acquisition
price after adjustment, excluding the numberof shares of common stock with respect to theshares subject to call, etc. that are included in
the number of issued shares of common stock
but yet to be delivered according to (iii) in c.
above, added by the number of shares ofcommon stock to be delivered in exchange for34

Current Articles

After Amendment
the acquisition of such shares subject to call,etc.
f. In (i) through (iii) in a. above, when a record
date is established for each act as described
therein, and each act is subject to a condition
precedent that certain matters shall beapproved at the General Shareholders Meetingof the Company held on or after such record
date, the acquisition price after adjustment
shall, notwithstanding the provisions in (i)through (iii) in a. above, be applied from the
day following the day of conclusion of theGeneral Shareholders Meeting at which such
resolution for approval is made.
g. In the case where difference between theacquisition price after adjustment and theacquisition price before adjustment, ascalculated by the acquisition price adjustment
formula, but before the application of thesecond (2nd) sentence of a. above, remains
less than one (1) yen, adjustment to theacquisition price shall not be carried out. In
the event, however, that calculation of theacquisition price is required afterwards due toany circumstances that warrant the adjustment
to the acquisition price by using theacquisition price adjustment formula, theacquisition price before adjustment in theformula shall be substituted by the amount ofacquisition price before adjustment less theaforementioned difference (provided,
however, that such difference shall becalculated to the second (2nd) decimal place
which then shall be rounded down).
9.
The acquisition price as set forth inParagraphs 4 through 8 (including the
mandatory acquisition price as defined in
Article 13-17, Paragraph 2; the same shallapply in this paragraph hereafter) shall beinterpreted for the purpose of ensuring theprevention of dilution and substantive fairness
among the holders of different types of shares.
In the event that its calculation poses
difficulty or generates unreasonable outcome,the Board of Directors of the Company shalltake reasonably necessary measures including
an appropriate adjustment to the acquisition
price.

(Newly established)(Mandatory Acquisition in Consideration for Common
Stock)
Article 13-17. The Company shall acquire all of Class
II preferred shares that are yet to be acquiredby the end of the acquisition demand periodon the following day of the last day of such
period (hereafter, “mandatory acquisitiondate”). In such case, the Company shall, in
exchange for the acquisition of such Class II
35

Current Articles

2.

After Amendment
preferred shares, deliver to the Class II
preferred shareholders shares of its common
stock in the number obtained by multiplying
the number of Class II preferred shares heldby such shareholders by twenty thousand(20,000) yen (provided, however, that thisamount may be appropriately adjusted in theevent of stock split, gratis allotment of shares,
reverse stock split or any other similar
circumstances arising with respect to theClass II preferred shares) and then by dividing
such amount by the mandatory acquisition
price as defined in Paragraph 2. A fractional
share contained in the number of shares ofcommon stock to be delivered in exchange forthe acquisition of Class II preferred sharesshall be treated pursuant to Article 234 of theCompanies Act.
The mandatory acquisition price shall beequal to the average (rounded down to thenearest yen) of the Volume Weighted Average
Price (VWAP) of the Company’s common
stock on Tokyo Stock Exchange, Inc. over thethirty (30) consecutive trading days (hereafter,“mandatory acquisition price calculation
period”) commencing on the forty-fifth (45th)
trading day preceding the mandatory
acquisition date (excluding the days on which
VWAP is not quoted). In the event of that any
circumstances that warrant adjustment to theacquisition price as set forth in Article 13-16,
Paragraph 8 arise during the mandatory
acquisition price calculation period, theaforementioned average shall be adjusted inline with Article 13-16, Paragraph 8;
provided, however, that if the mandatory
acquisition price resulting from suchcalculation falls below the minimum
acquisition price as set forth in Article 13-16,
Paragraph 7, the mandatory acquisition priceshall be such minimum acquisition price.

(Newly established)(Restriction on Transfer of Class II Preferred Shares)
Article 13-18. The acquisition of Class II preferredshares by transfer shall be subject to theapproval of the Board of Directors of theCompany.

(Newly established)(Prescription Period for Class II Preferred Dividends,
etc.)
Article 13-19. The provisions of Article 45 shall apply
mutatis mutandis to the payment of Class II
preferred dividends and Class II preferredinterim dividends.

(Newly established)(Stock Split or Reverse Stock Split and Gratis Allotmentof Shares)
Article 14. The stock split or reverse stock split, if
36

Current Articles

2.

CHAPTER IV. GENERAL SHAREHOLDERS
MEETING
Articles 23 to 28

After Amendment
implemented by the Company, shall beeffected simultaneously and in the same
proportion for common stock, Class I
preferred shares and Class II preferred shares.
The gratis allotment of shares, if
implemented by the Company, shall beeffected simultaneously and in the same
proportion for common stock, Class I
preferred shares and Class II preferred shares.

CHAPTER IV. GENERAL SHAREHOLDERS
MEETING

Omitted

Articles 15 to 20(Class Shareholders Meeting)
Article 29. The provisions of Articles 25 and 26, Article
27, Paragraph 1, and Article 28 shall apply
mutatis mutandis to a Class Shareholders
Meeting.
2.
The provisions of Article 27, Paragraph 2
shall apply mutatis mutandis to the resolutionsof a Class Shareholders Meeting pursuant to
Article 324, Paragraph 2 of the Companies Act.

Unchanged

The provisions of Article 24 shall apply
mutatis mutandis to a Class Shareholders
Meeting to be held on the same day as an
Annual General Shareholders Meeting.

(Class Shareholders Meeting)
Article 21. The provisions of Articles 17 and 18, Article
19, Paragraph 1, and Article 20 shall apply
mutatis mutandis to a Class Shareholders
Meeting.
2.
The provisions of Article 19, Paragraph 2
shall apply mutatis mutandis to the resolutionsof a Class Shareholders Meeting pursuant to
Article 324, Paragraph 2 of the Companies
Act.
3.
The provisions of Article 16 shall apply
mutatis mutandis to a Class Shareholders
Meeting to be held on the same day as an
Annual General Shareholders Meeting.

CHAPTER V. DIRECTORS AND BOARD OF
DIRECTORSCHAPTER V. DIRECTORS AND BOARD OF
DIRECTORS

3.

Articles 30 to 39

Omitted

Articles 22 to 31

CHAPTER VI. CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
Articles 40 to 47

CHAPTER VI. CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS

Omitted

Article 32 to 39

CHAPTER VII. ACCOUNTING AUDITOR
Articles 48 to 49

Unchanged

CHAPTER VII. ACCOUNTING AUDITOR

Omitted

Articles 40 to 41

CHAPTER VIII. ACCOUNTING
Articles 50 to 53

Unchanged

Unchanged

CHAPTER VIII. ACCOUNTING

Omitted

Article 42 to 45

37

Unchanged

Proposal No. 3: Election of Two (2) Directors
If Proposal No.1 is approved as proposed and the Share Exchange Agreement is approved at theExtraordinary General Meeting of Shareholders, the Class Shareholders Meeting by Ordinary Shareholders
and the Class Shareholders Meeting by Class A Preferred Shareholders of ShinGinko Tokyo scheduled to beheld on November 27, 2015, ShinGinko Tokyo will become a wholly owned subsidiary of the Company on
the effective date of the Share Exchange.
Accordingly, the election of two (2) new Directors is proposed with a view to strengthening the Group’s
overall governance and exercising the effects of integration.
The resolution on this Proposal shall become effective on the effective date of the Share Exchange, on thecondition that the Share Exchange becomes effective.
The terms of office of the candidates for Director shall be the same as the remaining terms of office of theincumbent Directors pursuant to the Company’s Articles of Incorporation.
If this Proposal is approved as proposed and the Share Exchange becomes effective, the number of
Directors as of the effective date of the Share Exchange will be twelve (12).
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.

1

Nov.
Feb.
Hidenori Tsunehisa
Apr.
(Feb. 12, 1963)
Apr.
Aug.
New appointment
Jun.
Jun.
Jun.
Apr.
Jul.
Jul.
Apr.

2

Makoto Saito(Mar. 27, 1961)
New appointment

Apr.
Apr.
Jul.
Jul.
Jul.
Jul.
Jun.

1987 Joined The Mitsubishi Bank, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
1994 Assistant Vice President of Chicago Branch2001 Manager, PricewaterhouseCoopers Consultants Co., Ltd.
2004 Joined the ShinGinko Tokyo, Limited
2007 Manager in charge of Planning Group
2008 Operating Officer
2009 Executive Officer
2014 Director and Executive Officer
2015 President and CEO(to present)
1985 Joined the Tokyo Metropolitan Government
1997 Assistant Manager of Shibuya City Waste Collection Office
2002 Manager of Coordination Section, Planning and
Coordination Division, Headquarters of the Governor ofTokyo
2004 Manager of Financial Affairs Section, Financial Affairs
Division, Bureau of Industrial and Labor Affairs
2005 Manager of Research Section, Personnel Division, Bureauof General Affairs
2007 Head of Secretariat, Komagome Hospital
2009 General Manager in charge of Management Strategies andReorganization, Headquarters of Hospital Management
2010 General Manager of Financial Supervision Division, Bureau
of Industrial and Labor Affairs
2012 General Manager of General Affairs Division, Bureau ofIndustrial and Labor Affairs
2013 Executive Officer, ShinGinko Tokyo, Limited
2015 Director and Executive Officer(to present)

There are no special conflicts of interest between the Company and the candidates for Director.

38

Number ofshares of theCompany held—
shares—shares[Class Shareholders Meeting by Ordinary Shareholders]

Reference Documents for the Class Shareholders Meeting
Proposals and References
Proposal No. 1: Approval of the Share Exchange Agreement between the Company and ShinGinko Tokyo,
Limited
Details of this Proposal are identical to those of Proposal No. 1, “Approval of the Share Exchange
Agreement between the Company and ShinGinko Tokyo, Limited” for the Extraordinary General Meeting of
Shareholders (pages 3 to 20).
Proposal No. 2: Partial Amendment to the Articles of Incorporation
Details of this Proposal are identical to those of Proposal No. 2, “Partial Amendment to the Articles ofIncorporation” for the Extraordinary General Meeting of Shareholders (pages 21 to 37).

39