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)
June 9, 2017
To Shareholders with Voting Rights:
Keizo Ajioka
President
Tokyo TY Financial Group, Inc.
9-2, Shinjuku 5-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 3RD ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially invited to attend the 3rd Annual General Shareholders Meeting of the Tokyo TY Financial
Group, Inc. (the “Company”). The meeting will be held for the purposes as described below.
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 Wednesday, June
28, 2017 at 5:20 p.m. Japan time.
1. Date and Time:Thursday, June 29, 2017 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:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors for the Company’s 3rd Fiscal Year(from April 1, 2016 to March 31, 2017)
2. Non-consolidated Financial Statements for the Company’s 3rd Fiscal Year(from April 1, 2016 to March 31, 2017)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation to Amend the Business
Purpose
Proposal No. 2: Partial Amendments to the Articles of Incorporation to Amend the Trade Name
Proposal No. 3: Election of Twelve (12) Directors
Proposal No. 4: Election of One (1) Substitute Corporate Auditor

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 Wednesday, June 28, 2017 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 Wednesday, June 28,
2017.
Additionally, when voting via the Internet, etc., please refer to the “Instructions for Exercise of Voting
Rights via the Internet” on pages 3 to 4 (Japanese only).
(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.
(4) Internet Disclosure
Of the documents required to be attached to this Notice of Convocation, the “Notes to the
Non-consolidated Financial Statements” of the Non-consolidated Financial Statements and the “Notes to
the Consolidated Financial Statements” of the Consolidated Financial Statements are, in accordance withlaws and regulations as well as Article 18 of the Articles of Incorporation of the Company, posted on the
Company’s website (http://www.tokyo-tyfg.co.jp/stock/shareholder.html) on the Internet and are therefore
not included with the documents attached to this Notice of Convocation.
Furthermore, the Non-consolidated Financial Statements and the Consolidated Financial Statements shownin the documents attached to this Notice of Convocation are a part of the documents audited by the
Accounting Auditor and the Board of Corporate Auditors during preparation of the Accounting Auditor’sReport and the Board of Corporate Auditor’s Report.
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/).
◎ On the day of the meeting, air conditioning shall be set at low levels to conserve electricity; we ask thatshareholders come dressed in light attire.
◎ The venue opens at 9:00 a.m.

2

Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation to Amend the Business Purpose
In accordance with the “Act to Partially Amend the Banking Act, etc. for the Purpose of Responding to
the Changing Environment Due to the Development of Information and Communication Technologies,”
which was enacted on May 25, 2016 after being submitted to the 190th Diet Session, upon approval, bankholding companies are eligible to engage in systems management operations, and common and overlapping
asset management operations, etc. (Article 52-21-2 of the Banking Act subsequent to revisions due to the law
mentioned above). Based on such trends regarding revisions to the Banking Act, to appropriately respond torevisions to the scope of the operations of bank holding companies going forward, this Proposal requests
approval of a partial amendment to the Articles of Incorporation to change the Company’s business purpose.
(Effective date: June 29, 2017).
“Articles of Incorporation” Comparison between the current and amended articles(Underlined parts are to be amended.)
Current
After Amendment(Purpose)(Purpose)
Article 2 The purpose of the Company shall be to
Article 2 The purpose of the Company shall be toengage in the following businesses as a bankengage in the following businesses as a bankholding company:
holding company:
1. Operation and management of banks and1. Operation and management of banks andother companies which may be owned
other companies which may be ownedby the Company as its subsidiaries underby the Company as its subsidiaries underthe Banking Act; andthe Banking Act and any incidental or
related business; and2. Perform any other business incidental or
related to the business set forth in the
2. Perform any other business that a bankpreceding Article.
holding company may engage in underthe Banking Act.

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation to Amend the Trade Name
The Tokyo Tomin Bank, Limited, the Yachiyo Bank, Limited and the ShinGinko Tokyo, Limited, which
are subsidiaries of the Company, based on the assumption that approval will be granted by the relevant
authorities, will engage in a three-way bank merger on May 1, 2018 and plan to change their trade name dueto the merger. In order to ensure the use of a single corporate name within the Group, this Proposal requests
approval of a partial amendment to the Articles of Incorporation to change the Company’s trade name.
Note that this change to the Articles of Incorporation will become effective on the date of the merger
between the Tokyo Tomin Bank, Limited, the Yachiyo Bank, Limited and the ShinGinko Tokyo, Limited. iscompleted.
“Articles of Incorporation” Comparison between the current and amended articles(Underlined parts are to be amended.)
Current
After Amendment(Trade Name)(Trade Name)
Article 1 The name of the Company shall be
Article 1 The name of the Company shall be“Kabushiki Kaisha Tokyo TY Financial“Kabushiki Kaisha Tokyo Kiraboshi
Group” and in English it shall be “Tokyo
Financial Group” and in English it shall be
TY Financial Group, Inc.”“Tokyo Kiraboshi Financial Group, Inc.”

4

Proposal No. 3: Election of Twelve (12) Directors
The terms of office of the ten (10) incumbent Directors will expire at the conclusion of this Annual
General Shareholders Meeting. Accordingly, the election of twelve (12) Directors is proposed.
The candidates are as follows:
Candidate
No.
1
2
3
4
5
6
7
8
9
10

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
New appointment
New appointment
New appointment
Reappointment

Keizo Ajioka
Hirokazu Tahara
Takashi Sakamoto
Hideo Kobayashi
Satoru Nobeta
Hidenori Tsunehisa
Yoshikazu Kitagawa
Hisanobu Watanabe
Toru Narata
Yasushi Nakamura

11

Reappointment

Ryuji Miura12

New appointment

Yuki Takahashi

Name

Current position at the Company

5

President
Director
Director
Director
Director
Director

Director, Candidate for Outside Director,
Independent Director/Auditor
Director, Candidate for Outside Director,
Independent Director/Auditor
Candidate for Outside Director, Independent
Director/Auditor

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1981 Joined Bank of Japan
2004 Served as Head of Oita Branch, Advisor of Financial System
and Bank Examination Department, Head of Kanazawa
BranchMay
2011 Executive Officer, the Tokyo Tomin Bank, LimitedJun.
2011 Executive Officer and Head of Nihonbashi Branch OfficeJun.
2012 Managing DirectorJun.
2014 Senior Managing Director
Oct.
2014 Director, in charge of Risk Management Division, Tokyo
TY Financial Group, Inc.
CommonKeizo AjiokaJan.
2016 Director, in charge of Consolidation Arrangement Office,stock(Apr. 25, 1957)
Risk Management Division
2,177
Apr.
2016 Vice President, the Tokyo Tomin Bank, Limited (current
sharesReappointment
position)
Apr.
2016 President, in charge of Internal Audit Division, Risk
Management Division and Consolidation Arrangement
1
Office, Tokyo TY Financial Group, Inc.
Apr.
2016 Director, the ShinGinko Tokyo, Limited (part-time position)(current position)
Jun.
2016 President, in charge of internal audit (Internal Audit
Division), Tokyo TY Financial Group, Inc. (current
position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Keizo Ajioka has been in charge of management divisions as Directorof the Company, and while serving a central role in strengthening the risk management structure, he has
appropriately conducted decision-making regarding overall corporate management of the Group. In April 2016, he
was appointed President, and as the Company expects him to respond to significant issues regarding managementof the Group and contribute to improvement of corporate value of the Group by utilizing his experience andknowledge toward establishing a “one bank” system that the Group strives to create in the future. Therefore, he
has been selected as a candidate for Director.
Apr.
1978 Joined Yachiyo Shinkin Bank
Apr.
2002 Served as Head of Kobuchi Branch, Head of Hacchobori
Branch, the Yachiyo Bank, Limited
Apr.
2006 Executive Officer and General Manager of Corporate
Planning DivisionJun.
2008 Director and General Manager of Corporate Planning
CommonHirokazu Tahara
Divisionstock(Jan. 17, 1956)
Jun.
2010 Managing Director
8,240
Jun.
2012 Senior Managing Director
sharesReappointment
Oct.
2014 President (current position)Oct.
2014 Director, Tokyo TY Financial Group, Inc.
2
Apr.
2016 Director, in charge of Business Strategy DivisionJun.
2016 Director, in charge of earnings (Business Strategy Division)(current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Hirokazu Tahara has served as Director of the Company andPresident of the Yachiyo Bank, Limited, a subsidiary of the Company, and has a wealth of experience inmanagement. Additionally, he has worked toward improving business results of the overall group as the Officer incharge of business divisions at the Company. Therefore, the Company expects him to strengthen effectiveness ofdecision-making functions in the Board of Directors by utilizing his experience and knowledge in determining
significant issues regarding management of the Group, and he has been selected as a candidate for Director.

6

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1980 Joined the Tokyo Tomin Bank, Limited
2001 Served as Head of Kayabacho Branch Office, Head of
Nihonbashi Branch Office, General Manager of Loan Screen
Planning DivisionJul.
2007 Associate Director and General Manager of Loan Screen
Planning DivisionJun.
2009 Served as Director, Executive Officer, General Manager ofLoan Screen Division, General Manager of Loan Screen
Department, General Manager of Loan Management
CommonTakashi Sakamoto
Divisionstock(Jun. 15, 1957)
Jun.
2011 Managing Director
3,887
Jun.
2012 Senior Managing Director
sharesReappointment
Jun.
2014 Vice President
Oct.
2014 Director, in charge of Group Strategy Division, Tokyo TY
3Financial Group, Inc.
Jan.
2016 Director, in charge of Business Strategy Division, Tokyo TY
Financial Group Inc.
Apr.
2016 President, the Tokyo Tomin Bank, Limited (current position)
Jun.
2016 Director, in charge of business strategy, Tokyo TY Financial
Group Inc. (current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Takashi Sakamoto has served as Director of the Company. He has
also served as President of the Tokyo Tomin Bank, Limited, a subsidiary of the Company, since April 2016 andhas a wealth of experience in overall bank operations in the screen division and business promotion division, etc.
As the Company expects him to strengthen effectiveness of decision-making functions in the Board of Directors
by utilizing his experience and knowledge in determining significant issues regarding management of the Group,
he has been selected as a candidate for Director.
Apr.
1980 Joined Yachiyo Shinkin Bank
Apr.
2006 Served as Head of Higashirinkan Branch, Head of
Nakaitabashi Branch, General Manager, Sagamihara
Corporate Business Division, the Yachiyo Bank, Limited
Apr.
2011 Served as Executive Officer, Sagamihara Corporate
CommonHideo Kobayashi
Business Division, Business Promotion Division II
stock(Mar. 24, 1958)
Jun.
2013 Director, Business Promotion Division II
2,100
Jun.
2014 Managing Director (current position)
sharesReappointment
Dec.
2015 Director, the Tokyo Tomin Bank, Limited (part-time
position)Jun.
2016 Director, in charge of Corporate Planning Division, Tokyo
4
TY Financial Group Inc. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hideo Kobayashi has served as Head at the Yachiyo Bank, Limited, a subsidiary of the Company, and has awealth of experience in overall bank operations in the screen division and business promotion division, etc.
Additionally, since the Company’s founding in 2014, he has worked at said bank to advance various initiatives
regarding business integration of the Group. In June 2016, he was appointed Director in charge of Corporate
Planning Division, and as the Company expects him to strengthen effectiveness of decision-making functions in
the Board of Directors by utilizing his experience and knowledge in determining significant issues regarding
management of the Group in the future, he has been selected as a candidate for Director.

7

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1984 Joined The Industrial Bank of Japan, Limited
2002 Assistant Manager, Operation Planning Department, Mizuho
Bank, Ltd.
Apr.
2007 Assistant Manager, Compliance Administration Department,
Mizuho Corporate Bank, Ltd.
Apr.
2009 Senior Manager, Business Department I
Seconded to General Manager, Corporate Planning
Department, Kowa Real Estate Co., Ltd.
Apr.
2010 General Manager, Asset Audit Department, Mizuho
Corporate Bank, Ltd.
Apr.
2012 General Manager, Foreign Exchange Business Division, theTokyo Tomin Bank, Limited (seconded from Mizuho
Corporate Bank, Ltd.)
CommonApr.
2013 Joined the Tokyo Tomin Bank, Limited
Satoru Nobeta
stockServed as General Manager, Foreign Exchange Business(Aug. 24, 1960)
1,011
Division, General Manager, Operations Administration
sharesDivision
Reappointment
Jul.
2013 Associate Director and General Manager, Operations
Administration Division
5
Jun.
2014 Director, Executive Officer and General Manager,
Operations Administration DivisionOct.
2014 Served as General Manager, Group Strategy Division,
General Manager, System Integration Project Team,
Consolidation Arrangement Office, Tokyo TY Financial
Group, Inc.
Apr.
2016 Managing Director, the Tokyo Tomin Bank, Limited(current position)
Jun.
2016 Director, in charge of Risk Management Division, Tokyo
TY Financial Group Inc. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Satoru Nobeta has a wealth of operational experience in the corporate planning division, compliance division,and audit division, etc., at the Tokyo Tomin Bank, Limited, a subsidiary of the Company, and at major banks, etc.,
at which he served prior to joining said bank, and is well-versed in overall bank operations. In June 2016, he wasappointed Director in charge of Risk Management Division, and as the Company expects him to strengthen
effectiveness of decision-making functions in the Board of Directors by utilizing his experience and knowledge indetermining significant issues regarding management of the Group in the future, he has been selected as a
candidate for Director.
Apr.
1987 Joined The Mitsubishi Bank, Ltd.
Nov.
1994 Assistant Vice President of Chicago BranchFeb.
2001 Manager, PricewaterhouseCoopers Consultants Co., Ltd.
Apr.
2004 Joined the ShinGinko Tokyo, Limited
CommonHidenori Tsunehisa
Apr.
2007 Manager in charge of Planning Groupstock(Feb. 12, 1963)
Aug.
2008 Operating Officer
300
Jun.
2009 Executive Officer
sharesReappointment
Jun.
2014 Director and Executive OfficerJun.
2015 President and CEO (current position)
6
Apr.
2016 Director, Tokyo TY Financial Group, Inc. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hidenori Tsunehisa has a wealth of operational and management experience having served as President of the
ShinGinko Tokyo, Limited, with which a business combination was completed with the Group in April 2016,
subsequent to being in charge of the corporate planning division and risk management division of said bank. As
the Company expects him to strengthen effectiveness of decision-making functions in the Board of Directors by
utilizing his experience and knowledge in determining significant issues regarding management of the Group, hehas been selected as a candidate for Director.

8

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1984 Joined Yachiyo Shinkin Bank
2006 Served as Head of Jiyugaoka Branch, Head of Fuchu
Branch, Head of Kanda Branch, the Yachiyo Bank, LimitedApr.
2014 Served as Executive Officer, Head of Kanda Branch,
CommonYoshikazu Kitagawa
General Manager of Sales Management Division
stock(Sep. 3, 1961)
Apr.
2016 General Manager of Business Strategy Division, Tokyo TY
100
Financial Group, Inc. (current position)
sharesNew appointment
Apr.
2017 General Manager of Sales Promotion Headquarters andGeneral Manager of Sales Management Division, theYachiyo Bank, Limited (current position)7(to present)
Reasons for selection as a candidate for Director
Mr. Yoshikazu Kitagawa has served as Head of three branches at the Yachiyo Bank, Limited, a subsidiary of theCompany, and since he developed a career centered on sales divisions, he possesses a wealth of knowledge forsupervising the overall business. Presently, he has demonstrated leadership as General Manager of Business
Strategy Division of the Company, and Executive Officer, General Manager of Sales Promotion Headquarters andGeneral Manager of Sales Management Division of the Yachiyo Bank, Limited, and is expected to play a central
role in the establishment of a business structure for the Group, which is one of the major issues to be tackled in
preparation for the merger of the three banks going forward. Based on these reasons, he has been selected as a
candidate for Director.
Apr.
1985 Joined the Tokyo Tomin Bank, LimitedJun.
2011 General Manager of Loan Management DivisionJul.
2012 Served as Associate Director, General Manager of Loan
Management Division, General Manager of Loan
Administration DivisionJun.
2014 Executive Officer, General Manager of Loan Administration
CommonHisanobu Watanabe
Division, Head of Nihonbashi Branch Officestock(Aug. 16, 1962)
Oct.
2014 General Manager, Tokyo TY Financial Group, Inc.
1,007
Jun.
2015 Executive Officer, Head of Nihonbashi Branch Office, thesharesNew appointment
Tokyo Tomin Bank, LimitedJul.
2016 Executive Officer, General Manager of Business Promotion
Administration Division (current position)
8
Jul.
2016 General Manager of Business Strategy Division, Tokyo TY
Financial Group, Inc. (current position)(to present)
Reasons for selection as a candidate for Director
At the Tokyo Tomin Bank, Limited, a subsidiary of the Company, in terms of business operations, Mr. Hisanobu
Watanabe has exceptional capabilities regarding overall management of sales branches, including building
relationships with customers, and cultivating and improving the skills of bank clerks, and has contributed to
improving the business results of the Group. Furthermore, he welcomes the challenge of entering new fields, suchas streamlining operations and initiatives for new businesses, and the Company believes he will contribute to theformulation of the Company’s business strategy and the enhancement of corporate value. Based on these reasons,he has been selected as a candidate for Director.

9

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1983 Joined Yachiyo Shinkin Bank
2008 Served as General Manager of Asset Assessment Division,
General Manager of Screening Division, General Manager
CommonToru Narata
of Credit Division, the Yachiyo Bank, Limitedstock(Jul. 10, 1960)
Oct.
2014 General Manager of Risk Management Division, Tokyo TY
100
Financial Group, Inc. (current position)
sharesNew appointment
Apr.
2016 Executive Officer and General Manager of Credit Division,
the Yachiyo Bank, Limited (current position)9(to present)
Reasons for selection as a candidate for Director
Mr. Toru Narata has served in lending-related departments at the Yachiyo Bank, Limited, a subsidiary of theCompany, and presently is demonstrating his leadership as an Executive Officer and General Manager of Credit
Division of the Yachiyo Bank, Limited, and has headed the bank’s entire lending-related operations. He is
expected to play a central role by drawing on this experience and knowledge to contribute to the management ofoverall credit risk, which is one of the major issues to be tackled in preparation for the merger of the three banks
going forward. Based on these reasons, he has been selected as a candidate for Director.
Nov.
1981 Joined Tokyo Metropolitan Government (Orphanage
Management Department)Aug.
1994 General Manager, Otsuka Automobile Business Site, Bureauof Transportation
Apr.
2002 Manager, Accounting Division, Bureau of Finance (preside)Aug.
2004 General Manager, General Affairs Department, Tokyo
Yasushi Nakamura
Teleport Center, Inc.
(Nov. 5, 1954)
Jul.
2008 General Manager, Financial Supervision Office, Bureau ofIndustrial and Labor Affairs, Tokyo Metropolitan
Reappointment
Government—
Jul.
2010 General Manager, General Affairs Division, Bureau ofsharesCandidate forTransportation
Outside Director
Jul.
2011 Deputy General Manager, Bureau of TransportationJul.
2012 General Manager, Bureau of Transportation
10
IndependentOct.
2013 General Manager, Bureau of Governor’s OfficeDirector/Auditor
Sep.
2014 President and Representative Director, HATO BUS CO.,LTD. (current position)
Sep.
2014 Director, Sealine Tokyo, Co, Ltd. (current position)
Jun.
2016 Outside Director, Tokyo TY Financial Group, Inc. (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Yasushi Nakamura has served as General Manager, Financial Supervision Office, Bureau of Industrial andLabor Affairs in addition to Bureau of Finance. He also has a deep understanding toward regional finance, and hasa wealth of experience in management, having served as President of HATO BUS CO., LTD. As the Company
expects he can provide recommendations, etc., regarding overall management toward the Group, a regional
financial institution that holds its headquarters in Tokyo, he has been selected as a candidate for Outside Director.

10

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany heldNov.

1995 Joined Chuo Audit Corporation (Renamed to ChuoAoyama
Audit Corporation due to merger)
Mar.
2001 Seconded to Supervisory Bureau, Financial Services Agency
Ryuji Miura(returned to ChuoAoyama Audit Corporation in Oct. 2003)(May 5, 1968)
Oct.
2004 Partner, Legal Associates Inc.
Jul.
2006 Director, L.A. Consulting Inc.
CommonReappointment
Jun.
2011 Outside Corporate Auditor, the Yachiyo Bank, Limited
stock
Jun.
2012 Outside Auditor, THE OME SHINKIN BANK (current—
Candidate forposition)shares
Outside DirectorJun.
2014 Outside Director, the Yachiyo Bank, Limited11
Oct.
2014 Outside Director, Tokyo TY Financial Group, Inc. (current
Independent
position)
Director/Auditor
Apr.
2016 Representative Director, MeU Advisers Co. (current
position)(to present)
Reasons for selection as a candidate for Director
In addition to advanced specialized knowledge as a certified public accountant, Mr. Ryuji Miura also has work
experience at financial administration authorities. He also has a wealth of experience as a corporate manager, andas the Company has judged that it can reflect his advanced insights in management in improving corporate
governance of the Company, he has been selected as a candidate for Outside Director.
Dec.
2003 Joined Bears Co.,Ltd.
Yuki Takahashi
Senior Managing Director(Apr. 25, 1969)
Jul.
2009 Director, The Tokyo New Business Conference (current
CommonNew appointment
position)
stock
Aug.
2013 Vice Chairman, Zenkoku Kaji Daiko Service Association—
Candidate for(current position)
shares
Outside Director
Oct.
2016 Vice President and Director, Bears Co.,Ltd. (current
position)
12
Independent(to present)
Director/Auditor
Reasons for selection as a candidate for Director
Ms. Yuki Takahashi has served as a Director of a housekeeping services provider, and due to her wealth ofexperience, including regarding the promotion of women’s participation and advancement in the workplace,lifestyle reform and creation of new businesses, she also holds key positions at various organizations. The Grouphas concluded that her knowledge can be reflected to improve the Group’s products and services, and therefore
she has been selected as a candidate for Outside Director.
(Notes)
1.
2.
3.
4.

5.

There are no special conflicts of interest between the Company and the candidates for Director.
Messrs. Yasushi Nakamura, Ryuji Miura and Ms. Yuki Takahashi are candidates for Outside Director.
The terms of office of Messrs. Yasushi Nakamura and Ryuji Miura as Outside Director will be one (1) year and two (2) years andnine(9) months respectively at the conclusion of this Annual General Shareholders Meeting.
Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Messrs. Yasushi Nakamura and Ryuji Miura, and if they are reappointed as
Outside Directors, these agreements will remain effective. Additionally, if the election of Ms. Yuki Takahashi as Outside Director isapproved and resolved as originally proposed, the Company plans to conclude a liability limitation agreement with her. A summaryof the liability limitation agreements is as follows.
 Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation, which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Corporate Auditors to limit their liability for damages of Article 423, Paragraph 1 of the Companies
Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
If Messrs. Yasushi Nakamura, Ryuji Miura and Ms. Yuki Takahashi are elected as Outside Directors, the Company plans to submit
them as Independent Directors/Auditors as defined by Article 436-2 of the Securities Listing Regulations of the Tokyo Stock
Exchange, Inc.

11

Proposal No. 4: Election of One (1) Substitute Corporate Auditor
The terms of office of Substitute Corporate Auditors Yuriko Miyamura and Kenji Endo, who were elected
at the Annual General Shareholders Meeting held on June 29, 2016, will expire at the beginning of thisAnnual General Shareholders Meeting. Accordingly, the election of one (1) Substitute Corporate Auditor is
proposed to prepare for the case where the number of Corporate Auditors falls below the number required bylaw.
Furthermore, only before the Corporate Auditor assumes office and upon approval of the Board of
Corporate Auditors, the Board of Directors may resolve to terminate the term of office for Corporate
Auditors.
Additionally, this proposal has received approval from the Board of Corporate Auditors.
The candidate for Substitute Corporate Auditor is as follows:
No.

Name
(Date of birth)
Kenji Endo
(May 5, 1965)
Reappointment

Past experience, positions,and significant concurrent positions
Mar.
Apr.
Mar.
Jan.

1998 Completed at Training and Research Institute for Court
Officials, Supreme Court
1998 Registered as attorney-at-law
1999 Joined ISHIHARA LAW OFFICE
2008 Opened ENDO LAW OFFICE(to present)

Number ofshares of theCompany held

Commonstock— shares

Candidate for
Substitute Corporate
1
AuditorReasons for selection as a candidate for Substitute Corporate Auditor
Although Mr. Kenji Endo has not been involved in corporate management, he has a wealth of experience andspecialized knowledge as an attorney, and is well versed in corporate law, and the Company has determined that
he would appropriately be able to execute the duties of Outside Corporate Auditor. Additionally, to enable him toprovide these specialized views to the Company’s auditing, the Company has selected him as a candidate for
Substitute Corporate Auditor.
(Notes)
1.
2.
3.
4.

The Board of Directors may resolve to cancel the effective appointment of the Corporate Auditor with the consent of the Board of
Corporate Auditors only before the candidate assumes the position of Corporate Auditor.
There are no special conflicts of interest between the Company and the candidate for Substitute Corporate Auditor.
Mr. Kenji Endo is a candidate for Substitute Outside Corporate Auditor.
Liability limitation agreements with Substitute Corporate Auditor
If Mr. Kenji Endo is appointed as Outside Corporate Auditor, the Company plans to conclude a liability limitation agreement withhim. A summary of the liability limitation agreements is as follows.
 Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Corporate Auditors to limit their liability for damages of Article 423, Paragraph 1 of the Companies
Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.

12

(Reference)
1. Qualifications and nomination procedures for candidates for Director and candidates for Corporate
Auditor
The Group has voluntarily established a “Nomination and Remuneration Meeting” composed of a majorityof Outside Directors with the intent of securing objectivity and transparency regarding the determination of
selection and remuneration of Directors. Qualification and nomination procedures for candidates for Director
and candidates for Corporate Auditor are as follows.
(1) Qualifications for Directors and Corporate Auditors
1) Directors of the Company and subsidiary banks must be a person with superior personality, insights,
abilities, wealth of experience, and high ethics.
2) Corporate Auditors of the Company and subsidiary banks must be a person with superior personality,
insights, abilities, wealth of experience, and high ethics.
(2) Nomination procedures for Directors and Corporate Auditors
1) Candidates for Director of the Company are fairly, transparently, and stringently considered in the“Nomination and Remuneration Meeting,” and are determined by deliberation of the Board of
Directors of the Company based on the results of this consideration.
2) Candidates for Director of the subsidiary banks are fairly, transparently, and stringently considered in
the “Nomination and Remuneration Meeting,” and are determined by deliberation of the Board of
Directors of each subsidiary bank based on the results of this consideration.
3) Candidates for Corporate Auditor of the Company are recommended by the Board of Directors of theCompany, and candidates are selected upon receiving approval from the Board of Corporate Auditorsof the Company.
4) Candidates for Corporate Auditor of the subsidiary banks are recommended by the Board of Directorsof the each subsidiary bank, and candidates are selected upon receiving approval from the Board of
Corporate Auditors of the each subsidiary bank.
(3) Summary of advisory results of selection and dismissal of candidates
When the “Nomination and Remuneration Meeting” conducts consideration of election and dismissal ofcandidates for Director, meeting members will directly assess each subject personnel as required, as wellas summarize the consideration results upon utilization of the internal evaluation documents, etc., of thesubsidiary banks.
2. Standards of independence regarding Outside Officers
The Group determines independence regarding Outside Directors and Outside Corporate Auditors basedon the following standards.
1. (1) The person is not an Executive Director, Executive Officer, or a manager or other employee(collectively hereinafter the “Business Executors, etc.”) of the Group, and was not a Business Executor,
etc., of the Group within 10 years prior to appointment.
However, for candidates for Outside Corporate Auditor, the requirement of not having been a
Non-executive Director (Note 1) of the Group within 10 years prior to appointment is added.
(2) For Outside Directors that were Non-executive Directors or Corporate Auditors of the Group within 10
years prior to appointment, these persons must not have been a Business Executors, etc., of the Group
within 10 years prior to appointment to that position.
For Outside Corporate Auditors that were Corporate Auditors of the Group within 10 years prior toappointment, these persons must not have been Business Executors, etc., or Non-executive Directors
within 10 years prior to appointment to that position.
(3) The party is not a spouse or a relative to within the second degree of an Officer, etc. (Note 2), manager
or other important employee (excluding those who are Officers, etc.)
2. The person is not a major shareholder (Note 3) of the Company or an Officer, etc., or employee (excluding
those who are Officers, etc.) of a company of which the Group is a major shareholder.
3. (1) The person does not hold the Group as a major transaction partner (Note 4) and is not the parent
company or a significant subsidiary, and if that person is a company, is not a Business Executor, etc., ofsaid company and was not a Business Executor, etc., within the past three years.
(2) The person is not a major transaction partner of the Group and is not the parent company or asignificant subsidiary, and if that person is a company, is not a Business Executor, etc., of said company
and was not a Business Executor, etc., within the past three years.
(3) The person is not an employee, etc., of an organization that receives donations, etc., over a certain
amount (an average of 10 million yen per annum for the past three years or 30% or more of averageannual expenses of said organization, whichever is higher) from the Group.
4. The person is not an Officer, etc., of a company, parent company of said company, or subsidiary of said13company that receives Officers, etc., from the Group.
5. The person is not the Accounting Auditor of the Group or an employee, etc., of said Accounting Auditor
and was not responsible for the audit operations of the Group within the past three years as said employee,etc.
6. The person is an attorney, certified public accountant, or other consultant, etc., who has not received morethan an average of 10 million yen per annum for the past three years aside from officer remuneration in
cash or other property as profit from the Group. Additionally, the person is not an employee, etc., of anadvisory firm such as a legal office, etc., that holds the Group as a major transaction partner (an advisory
firm that received payment from the Group of 2% or more of its consolidated net sales on average over the
past three fiscal years).
7. The person is not a person with which a constant, essential conflict of interest with general shareholders of
the Company may arise for reasons other than those considered above.
(Note 1) A “Non-executive Director” refers to Directors that are not Executive Directors.
(Note 2) An “Officer, etc.,” refers to Directors (including Outside Directors), Corporate Auditors (including
Outside Corporate Auditors), Executive Officers, Counselors, and Advisors.
(Note 3) A “major shareholder” is a person or company, etc., that directly or indirectly possessed or possesses
voting rights equal to 10% or more of total voting rights as of the end of the most recent fiscal year.
(Note 4) A “major transaction partner” is determined on the standard of 2% or more of annual consolidated
net sales (annual consolidated ordinary revenue for the Company) as of the end of the most recent
fiscal year.

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