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 7, 2021
To Shareholders with Voting Rights:
Hisanobu Watanabe
President
Tokyo Kiraboshi Financial Group, Inc.
10-43 Minamiaoyama 3-chome,
Minato-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 7TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 7th Annual General Meeting of Shareholders of the Tokyo Kiraboshi
Financial Group, Inc. (the “Company”) will be held for the purposes as described below.
For this year as well, in light of the situation of the novel coronavirus disease (COVID-19) infection, we
strongly encourage our shareholders to refrain from attending the General Meeting of Shareholders, giving toppriority to the safety of our shareholders.
Please be informed that the video streaming of the Meeting will be posted on the Company’s website at alater date.
You may exercise your voting rights in writing (by mailing the Voting Rights Exercise Form) or byelectromagnetic means (the Internet, etc.). Please review the Reference Documents for the General Meeting of
Shareholders described hereinafter and exercise your voting rights by Monday, June 28, 2021 at 5:00 p.m.
Japan time.
1. Date and Time:
2. Place:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m. Japan time)
Conference Room on 8th floor, Head Office of Kiraboshi Bank, Ltd.
10-43 Minamiaoyama 3-chome, Minato-ku, Tokyo, Japan

3. 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 Audit & Supervisory Board for the Company’s 7th Fiscal Year (from
April 1, 2020 to March 31, 2021)
2. Non-consolidated Financial Statements for the Company’s 7th Fiscal Year(from April 1, 2020 to March 31, 2021)
Proposals to be resolved:
Proposal No. 1: Election of Seven (7) Directors
Proposal No. 2: Election of One (1) Substitute Audit & Supervisory Board Member

14. Guide to Exercising Voting Rights:
Exercise of Voting Rights by Attending the Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Date and time of the Meeting: Tuesday, June 29, 2021 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
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 within the period for exercise.
Period for exercise: until 5:00 p.m. on Monday, June 28, 2021 Japan time.
Exercise of Voting Rights via the Internet, etc.
Please access the Company’s designated voting website (https://www.e-sokai.jp) using the “Voting Rights
Exercise Code” and “Password” on the enclosed Voting Rights Exercise Form, follow the instructions on
the voting website, and indicate your vote for or against the proposals within the period for exercise.
Period for exercise: until 5:00 p.m. on Monday, June 28, 2021, Japan time.
(1) 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.
(2) 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 (https://www.tokyo-kiraboshifg.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 Audit & Supervisory Board Members during preparation of the Accounting
Auditor’s Report and the Audit & Supervisory Board Member’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 Meeting of Shareholders, Business

Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, updated items will
be posted on the Company’s website (https://www.tokyo-kiraboshifg.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 Meeting of Shareholders
Proposal No. 1: Election of Seven (7) Directors
The terms of office of the eight (8) incumbent Directors will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, in order to speed up decision-making processes, theCompany proposes to reduce the number of Directors by one and elect seven (7) Directors.
The candidates for Director are as follows:
Candidate
No.
1
2
3
4
5

Reappointment
Reappointment
Reappointment
New appointment
Reappointment

Hisanobu Watanabe
Hidenori Tsunehisa
Satoru Nobeta
Nobuyuki Yasuda
Yuki Takahashi

6

Reappointment

Shoji Nishio

7

New appointment

Shuya Nomura

Name

Current position at the Company

3

President
Director
Senior Managing Director
Director, Candidate for Outside Director,
Independent Director
Director, Candidate for Outside Director,
Independent Director
Candidate for Outside Director, Independent
Director

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1985 Joined the Tokyo Tomin Bank, Limited
2011 General Manager of Credit Supervisory Division2012 Associate Director and General Manager of Credit
Supervisory DivisionOct.
2013 Associate Director and General Manager of Loan
Administration DivisionJun.
2014 Executive Officer and General Manager of Loan
Administration DivisionOct.
2014 General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
Jun.
2015 Executive Officer and General Manager of Nihonbashi
Branch Office, the Tokyo Tomin Bank, Limited
CommonHisanobu Watanabe
Jul.
2016
GeneralManager of Sales Strategy Division, Tokyo TY
stock(Aug. 16, 1962)
Financial Group, Inc.
2,707
Executive Officer and General Manager of BusinesssharesReappointment
Promotion Division, the Tokyo Tomin Bank, Limited1
Jun.
2017 Director and General Manager of Sales Strategy Division,
Tokyo TY Financial Group, Inc.
Director Managing Executive Officer, the Tokyo Tomin
Bank, LimitedMay
2018 Deputy President, in charge of Business Strategy Division,
Tokyo Kiraboshi Financial Group, Inc.
President, Kiraboshi Bank, Ltd. (current position)
Jun.
2020 President, Tokyo Kiraboshi Financial Group, Inc.
Apr.
2021 President, in charge of Internal Audit Division and Digital
Strategy Division (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hisanobu Watanabe possesses operational experience in the business strategy division, as well as sales- andloan-related divisions, etc. of the Group. He also has a wealth of managerial experience as President of theCompany and President of Kiraboshi Bank, Ltd. The Company believes he will contribute to the continuous
growth of the Group and mid to long term improvement of its corporate value. Based on these reasons, he has
been selected as a candidate for Director.

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Nov.
Feb.
Apr.
Apr.
Aug.
Jun.
Jun.
Hidenori Tsunehisa Jun.
Apr.
(Feb. 12, 1963)
May
Reappointment
Apr.

Number ofshares of theCompany held

1987 Joined The Mitsubishi Bank, 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 Executive Officer
2015 President and CEO
Common2016 Director, Tokyo TY Financial Group, Inc.
stock
2018 Director, Tokyo Kiraboshi Financial Group, Inc.
4,500
Senior Managing Director, Kiraboshi Bank, Ltd.
shares2021 Director, in charge of Corporate Planning Division,
2
Business Strategy Division and Partnership Promotion
Division, Tokyo Kiraboshi Financial Group, Inc. (current
position)
Senior Managing Director, General Manager of Business
Promotion Headquarters (in charge of Corporate Business
Promotion Headquarters), Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Hidenori Tsunehisa was appointed Director in April 2016 and has been in charge of the corporate planning
division since May 2018. He has a wealth of operational and management experience. As the Company expects
him to strengthen effectiveness of decision-making functions in the Board of Directors by utilizing his experienceand knowledge in determining significant issues regarding management of the Group, he has been selected as a
candidate for Director.

5

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 Deputy General Manager of Operation Planning
Department, Mizuho Bank, Ltd.
Jul.
2003 Deputy General Manager of Corporate Planning Department
Apr.
2007 Deputy General Manager of Compliance Administration
Department, Mizuho Corporate Bank, Ltd.
Apr.
2010 General Manager of Asset Audit Department
Apr.
2012 General Manager of International Division, the Tokyo
Tomin Bank, Limited (seconded from Mizuho Corporate
Bank, Ltd.)
Apr.
2013 Joined the Tokyo Tomin Bank, Limited
CommonSatoru Nobeta
General Manager of International Divisionstock(Aug. 24, 1960)
Jun.
2014 Director, Executive Officer and General Manager of
4,511
Operations Administration Division
sharesReappointment
Apr.
2016 Managing Director
3Jun.
2016 Director, Tokyo TY Financial Group, Inc.
Jun.
2017 Senior Managing Director, the Tokyo Tomin Bank, LimitedMay
2018 Director, Tokyo Kiraboshi Financial Group, Inc.
Jun.
2018 Full-time Audit & Supervisory Board MemberJun.
2020 Senior Managing Director, in charge of Risk Management
Division (current position)Jan.
2021 Director Executive Officer, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Satoru Nobeta possesses extensive operational experience at the Group strategy division, the Merger
Preparatory Office, the risk management division, etc. He also has a wealth of experience gained throughsupervising of the management as full-time Audit & Supervisory Board Member. As the Company expects him tostrengthen its corporate governance and contribute to improvement of corporate value of the Group by utilizing
his experience to supervise its management, he has been selected as a candidate for Director.

6

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1988 Joined Yachiyo Shinkin Bank
2010 General Manager of Corporate Planning Division, theYachiyo Bank, LimitedOct.
2014 General Manager of Group Strategy Division, Tokyo TY
Financial Group, Inc.
General Manager of Corporate Planning Division, in chargeof Tokyo TY FG, the Yachiyo Bank, LimitedJan.
2016 General Manager of Merger Preparatory Office, Tokyo TY
Financial Group, Inc.
Apr.
2016 Executive Officer, General Manager of Corporate Planning
Division, in charge of Tokyo TY FG, the Yachiyo Bank,
LimitedApr.
2017 General Manager of Corporate Planning Division, General
Manager of Merger Preparatory Office, Tokyo TY Financial
Group, Inc.
Executive Officer, General Manager of Corporate Planning
Division, the Yachiyo Bank, Limited
CommonNobuyuki Yasuda
stock(May 27, 1964)
Jun.
2017 Director Executive Officer, General Manager of Corporate
1,400
Planning Division, the Yachiyo Bank, Limited
sharesNew appointment May
2018 Director Executive Officer, Kiraboshi Bank, Ltd.
General Manager of Merger Preparatory Office, Tokyo
4
Kiraboshi Financial Group, Inc.
Jul.
2018 Director Executive Officer, General Manager of Shinjuku
Head Office Sales Division, Kiraboshi Bank, Ltd.
Oct.
2018 Director Executive Officer, General Manager of Shinjuku
Head Office Sales Division, General Manager ofHigashi-Shinjuku Branch and Nishi-Ohkubo Branch,
Kiraboshi Bank, Ltd.
Apr.
2020 General Manager of Corporate Planning Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Director Executive Officer, General Manager of Corporate
Planning Division, Kiraboshi Bank, Ltd.
Jun.
2020 Director Managing Executive Officer, General Manager ofCorporate Planning Division, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Nobuyuki Yasuda served as General Manager of Group Strategy Division, Merger Preparatory Office andCorporate Planning Division of the Company. Serving as Director of Kiraboshi Bank, Ltd., he also has a wealth ofexperience on overall banking business gained through his service at Corporate Planning Division and in theposition of General Manager of branches, etc. As the Company expects him to strengthen the effectiveness ofdecision-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.

7

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

2003 Joined Bears Co., Ltd.
Senior Managing Director
Jul.
2009 Director, The Tokyo New Business Conference
Yuki TakahashiAug.
2013 Vice Chairman, Zenkoku Kaji Daiko Service Association(Apr. 25, 1969)
Oct.
2016 Vice President and Director, Bears Co., Ltd. (current
position)
CommonReappointment
Jun.
2017 Outside Director, Tokyo TY Financial Group, Inc.
stock
—
Apr.
2018 Vice Chairman, The Tokyo New Business Conference
Candidate forshares(current position)
Outside Director
May
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
5
(current position)
Independent Director
Apr.
2019 Chairman, National Housekeeping Service Association(current position)(to present)
Reasons for selection as a candidate for Outside Director and outline of expected role
Ms. Yuki Takahashi has served as a corporate manager of a housekeeping services provider, and due to her wealthof experience, 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.

8

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1978 Joined The Tokyo Chamber of Commerce and Industry
2006 General Manager of SMEs Regeneration AssistanceDivision
Apr.
2009 General Manager of SMEs DivisionDec.
2010 Executive Director Status, General Manager of SMEs
Division
Shoji Nishio
Apr.
2012 Executive Director, General Manager of SMEs Division(May 13, 1952)
Dec.
2013 Executive Director, Head of Secretariat
CommonJun.
2016 Managing Director
Reappointment
stock
Jun.
2016 Outside Audit & Supervisory Board Member, TOKYO—FOOTBALL CLUB Co., Ltd.
Candidate forsharesMay
2019 Outside Audit & Supervisory Board Member, WORLD
Outside Director
TRADE CENTER BUILDING, INC. (current position)
Jun.
2019 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
6
Independent Director(current position)
Jun.
2020 Outside Member of the Board, Tokyo Big Sight Inc. (current
position)
Apr.
2021 Associate Advisor, The Tokyo Chamber of Commerce andIndustry (current position)(to present)
Reasons for selection as a candidate for Outside Director and outline of expected role
Mr. Shoji Nishio has held the positions as Managing Director, General Manager of SMEs Regeneration
Assistance Division and General Manager of SMEs Division at The Tokyo Chamber of Commerce and Industry.
He has a wealth of experience in management consultation, regeneration assistance, business succession, etc. forsmall and medium enterprises. The Group has concluded that his knowledge can be utilized in business
management support to the Group’s transaction partners and for measures to improve services, and therefore hehas been selected as a candidate for Outside Director.

9

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Apr.

1989 Full-time Lecturer, Department of Law, Seinan-gakuin
University
Apr.
1992 Assistant Professor, Department of Law, Seinan-gakuin
Shuya Nomura
University(April 12, 1962)
Apr.
1998 Professor, Faculty of Law, Chuo University
Apr.
2004 Professor, Graduate School of Law, Chuo University
CommonNew appointment(current position)
stock
Registered as attorney-at-law (Daini Tokyo Bar Association)—
Candidate for
Attorney, Mori Hamada & Matsumoto (current position)
shares
Outside DirectorJun.
2014 Outside Director, Mitsubishi UFJ Trust and Banking
7
Corporation
Independent Director Jun.
2016 Outside Director, Audit and Supervisory Committee
Member, Mitsubishi UFJ Trust and Banking Corporation(current position)(to present)
Reasons for selection as a candidate for Outside Director and outline of expected role
Mr. Shuya Nomura has specialized knowledge as a professor of a graduate school and also engages in corporate
legal affairs as an attorney. As he also held a number of various positions in public service, the Group has
concluded that his extensive insight and abundant experience can be utilized for the overall management of theGroup, and therefore he has been selected as a candidate for Outside Director.
(Notes)
1.
2.
3.
4.

5.

6.

7.

There are no special conflicts of interest between the Company and the candidates for Director.
Ms. Yuki Takahashi, Mr. Shoji Nishio and Mr. Shuya Nomura are candidates for Outside Director.
The terms of office of Ms. Yuki Takahashi and Mr. Shoji Nishio as Outside Director will be four (4) years and two (2) years,
respectively, at the conclusion of this Annual General Meeting of Shareholders.
Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Ms. Yuki Takahashi and Mr. Shoji Nishio, and if they are reappointed as
Outside Directors, these agreements will remain effective. Also, if Mr. Shuya Nomura is appointed as originally proposed, theCompany plans to conclude liability limitation agreements with him. 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 Audit & Supervisory Board Members to limit their liability for damages of Article 423, Paragraph 1of the Companies Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance contract
covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related tothe pursuit of such liability. All the candidates for Directors will be covered as the insured under the insurance contract. The
Company plans to renew the insurance contract with the same contents at the next renewal.
The Group received consulting services on management, etc. from Mr. Shuya Nomura from October 2020 to June 2021 concerning
the formulation of the Medium-term Business Plan, and has paid consultation fees of less than 5 million yen per annum. In addition,
Kiraboshi Bank, Ltd. receives advice on legal affairs, etc. from Mori Hamada & Matsumoto to which Mr. Shuya Nomura belongs,
and pays legal fees in small amounts. However, combining with the fees paid to him, the total amounts are less than 10 million yen
per annum, which accounts for less than 1% of net sales of Mori Hamada & Matsumoto. Accordingly, the independence standard of
the Company which conforms to the provisions set forth by Tokyo Stock Exchange, Inc. is fulfilled, and it has been judged that he isindependent from management of the Company.
Mr. Shuya Nomura fulfills the “Standards of independence regarding Outside Officers” defined by the Company, and the Company
plans to register him as an Independent Director as defined by Article 436-2 of the Securities Listing Regulations of Tokyo Stock
Exchange, Inc. Also, Ms. Yuki Takahashi and Mr. Shoji Nishio fulfill the “Standards of independence regarding Outside Officers”
defined by the Company, and the Company has registered them as Independent Directors as defined by Article 436-2 of the Securities
Listing Regulations of Tokyo Stock Exchange, Inc. If they are elected as Outside Directors, they will continue to be Independent
Directors.

10

Proposal No. 2: Election of One (1) Substitute Audit & Supervisory Board Member
The effect of the election of Mr. Kenji Endo, who was elected as Substitute Audit & Supervisory Board
Member at the Annual General Meeting of Shareholders held on June 26, 2020, will expire at the beginningof this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Substitute Outside
Audit & Supervisory Board Member is proposed to prepare for the case where the number of Audit &Supervisory Board Members falls below the number required by law.
Additionally, this proposal has received approval from the Audit & Supervisory Board.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Kenji Endo
(May 5, 1965)
Reappointment
Candidate for
Substitute Audit &Supervisory Board
MemberPast 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 (Tokyo Bar Association)
1999 Joined ISHIHARA LAW OFFICE
2008 Opened ENDO LAW OFFICE(to present)

Number ofshares of theCompany held

Commonstock—
sharesIndependent Auditor
Reasons for selection as a candidate for Substitute Outside Audit & Supervisory Board Member
Mr. Kenji Endo has a wealth of experience and specialized knowledge as an attorney, and is well versed incorporate law, and the Company has determined that he would appropriately be able to execute the duties of
Outside Audit & Supervisory Board Member. Additionally, to enable him to reflect his specialized knowledge in
the Company’s auditing, the Company has selected him as a candidate for Substitute Outside Audit & Supervisory
Board Member.
(Notes)
1.
2.
3.
4.

5.

6.

The Board of Directors may resolve to cancel the election with the consent of the Audit & Supervisory Board only before thecandidate assumes office.
There are no special conflicts of interest between the Company and the candidate for Substitute Outside Audit & Supervisory Board
Member.
Mr. Kenji Endo is a candidate for Substitute Outside Audit & Supervisory Board Member.
Liability limitation agreements with Substitute Outside Audit & Supervisory Board Members
If Mr. Kenji Endo is appointed as Outside Audit & Supervisory Board Member, the Company plans to conclude a liability limitationagreement with him. 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 Audit & Supervisory Board Members to limit their liability for damages of Article 423, Paragraph 1of the Companies Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance contract
covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related tothe pursuit of such liability. If Mr. Kenji Endo is appointed as Outside Audit & Supervisory Board Member, he will be covered as theinsured under the insurance contract.
If Mr. Kenji Endo is appointed as Outside Audit & Supervisory Board Member, the Company plans to register him as Independent
Auditor as defined by Article 436-2 of the Securities Listing Regulations of Tokyo Stock Exchange, Inc.

11

(Reference)
1. Qualifications and nomination/dismissal procedures for candidates for Director and CEO andcandidates for Audit & Supervisory Board Member
The Company has voluntarily established a “Nomination and Compensation Council” chaired by an
Outside Director and composed of a majority of Outside Directors as an advisory body with the intent of
securing objectivity and transparency regarding personnel matters and remuneration of Directors. The
Company has put in place a system and procedures where selection and dismissal of Directors, amounts ofremuneration for Directors, etc., including performance-linked compensation plan, are considered in the“Nomination and Compensation Council,” and based on the consideration, personnel matters of andremuneration for Directors are determined by the Board of Directors of the Company.
(1) Qualifications for Directors and CEO as well as Audit & Supervisory Board Members
1) Directors of the Company and subsidiary banks must be a person with superior personality, insights,
abilities, wealth of experience, and high ethics.
2) CEO of the Company and subsidiary banks is selected from among Directors as a person who canappropriately fulfill the duties and responsibilities as CEO.
3) Audit & Supervisory Board Members of the Company and subsidiary banks must be a person withnecessary knowledge of finance, accounting and legal affairs in addition to superior personality,
insights, abilities, wealth of experience, and high ethics.
(2) Nomination procedures for Directors and CEO as well as Audit & Supervisory Board Members
1) Candidates for Director of the Company are fairly, transparently, and stringently considered in the“Nomination and Compensation Council,” 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 Compensation Council,” and are determined by deliberation of the Board of
Directors of each subsidiary bank based on the results of this consideration.
3) CEO of the Company and the subsidiary banks is fairly, transparently, and stringently considered in
the “Nomination and Compensation Council” from among Directors of each company based on thequalifications for CEO, and is determined by deliberation of the Board of Directors of the Company oreach subsidiary bank based on the results of this consideration.
4) Candidates for Audit & Supervisory Board Member of the Company are recommended by the Boardof Directors of the Company, and candidates are selected upon receiving approval from the Audit &Supervisory Board of the Company.
5) Candidates for Audit & Supervisory Board Member of the subsidiary banks are recommended by the
Board of Directors of each subsidiary bank, and candidates are selected upon receiving approval fromthe Audit & Supervisory Board of each subsidiary bank.
(3) Dismissal procedures for Directors and CEO
1) Proposal for dismissal of Directors of the Company and the subsidiary banks is fairly, transparently,
and stringently considered in the “Nomination and Compensation Council” based on the below
standards of dismissal, and is determined by deliberation of the Board of Directors of each company
based on the results of this consideration.
<Standards in dismissal of Directors >i) In the case where a Director has committed, or has been recognized to commit, an act that violates
public order and morality, including the case where a Director is recognized to have a relationshipwith antisocial forcesii) In the case where a Director has violated laws and regulations or the Articles of Incorporation orother regulations of the Group, and has significantly damaged corporate value of the Group.
iii) In the case where significant interference has occurred in the execution of duties.
iv) In the case where a Director is considered to lack a qualification stipulated in the qualifications for
Director.
2) Proposal for dismissal of CEO of the Company and the subsidiary banks is fairly, transparently, andstringently considered, in principle, in the “Nomination and Compensation Council” based on thestandards in dismissal of Directors, and is determined by deliberation of the Board of Directors ofeach company.
(4) Summary of advisory results of selection and dismissal of candidates
When the “Nomination and Compensation Council” conducts consideration of election and dismissal ofcandidates for Director and CEO, meeting members will directly assess each subject personnel as required,as well as summarize the consideration results upon utilization of the internal evaluation documents, etc.,of the subsidiary banks.

12

2. Standards of independence regarding Outside Officers
The Group determines independence regarding Outside Directors and Outside Audit & Supervisory Board
Members based on 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 Audit & Supervisory Board Member, the requirement of nothaving 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 Audit & Supervisory Board Members 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 Audit & Supervisory Board Members that were Audit & Supervisory Board Members of
the Group within 10 years prior to appointment, these persons must not have been Business Executors,
etc., or Non-executive Directors within 10 years prior to appointment to that position.
(3) The person 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% of average annual
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 said
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, substantial conflict of interest with general shareholdersof 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), Audit & Supervisory Board
Members (including Outside Audit & Supervisory Board Members), 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 income for the Company) as of the end of the most recent
fiscal year.

13