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, 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 1ST ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially invited to attend the 1st 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 meeting, 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, June25, 2015 at 5:20 p.m. Japan time.
1. Date and Time:

Friday, June 26, 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:
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 1st Fiscal Year(from October 1, 2014 to March 31, 2015)
2. Non-consolidated Financial Statements for the Company’s 1st Fiscal Year(from October 1, 2014 to March 31, 2015)(Note) Although the Company’s 1st Fiscal Year is from October 1, 2014 to March 31, 2015, theconsolidated accounting period is from April 1, 2014 to March 31, 2015.

Proposals to be resolved:
Proposal No. 1: Election of Ten (10) Directors
Proposal No. 2: Election of Two (2) Substitute Corporate Auditors
Proposal No. 3: Determination of Compensation, etc. for Directors and Corporate Auditors
Proposal No. 4: Issuance of Stock Acquisition Rights as Stock Compensation-type Stock
Options to Directors and Determination of Contents

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, June 25, 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, June 25,
2015.
Additionally, when voting via the Internet, etc., please refer to the “Instructions for Exercise of Voting
Rights via the Internet” on pages 44 to 46.
(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 26 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 meeting, 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, the Business Report, the Non-consolidated
Financial Statements and Consolidated Financial Statements 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: Election of Ten (10) 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 ten (10) Directors is proposed.
The candidates are as follows:
Candidate
No.
1
2
3
4
5
6
7
8
9

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment

Isao Sakai
Akihiro Kakizaki
Isao Kobayashi
Kazuyuki Takahashi
Hirokazu Tahara
Takashi Sakamoto
Keizo Ajioka
Kenji Suzuki
Akio Sato10

Reappointment

Ryuji Miura

Name

Current position at the Company
ChairmanPresident
Director
Director
Director
Director
Director
Director
Director, Candidate for Outside Director,
Independent Director/Auditor
Director, Candidate for Outside Director,
Independent Director/Auditor

3

No.

Name
(Date of birth)

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

1

Isao Sakai(Feb. 28, 1945)
Reappointment

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

2

Akihiro Kakizaki(Nov. 18, 1955)

Jul.

Reappointment

Jun.
Jun.
Jul.
Jun.
Oct.

1968 Joined Yachiyo Shinkin Bank
1993 General Manager of General Planning Division, the Yachiyo
Bank, Limited
1998 Director General Manager of General Planning Division
2001 Managing Director
2004 Senior Managing Director
2007 Vice President of the Bank
2010 President of the Bank
2014 Director and Advisor (current position)2014 Chairman, Tokyo TY Financial Group, Inc., in charge ofInternal Audit Division (current position)(to present)
1979 Joined the Tokyo Tomin Bank, Limited
2002 Head of Tamagawagakuen Branch Office and Narusedai
Sub-branch Office
2004 Head of Omori Branch Office2006 Deputy General Manager of Finance & Accounting and
Planning Division
2006 Associate Director and General Manager of Finance &Accounting Division2007 Director, Executive Officer and General Manager of Finance& Accounting Division2008 Director, Executive Officer and General Manager ofCorporate Planning Division2009 Director, Managing Executive Officer and General Manager
of Corporate Planning Division2010 Managing Director and General Manager of Corporate
Planning Division2011 Managing Director and General Manager of Corporate
Management Department
2012 President, in charge of Internal Audit Division (current
position)
2014 President, Tokyo TY Financial Group, Inc. (current position)(to present)

4

Number ofshares of theCompany held

Commonstock
9,100
sharesCommonstock
3,280
sharesNo.

Name(Date of birth)

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

3

Isao Kobayashi(Mar. 19, 1946)
Reappointment

Jun.
Jul.
Jun.
Jul.
Jun.
Jul.
Jun.
Jun.
Jun.
Jun.
Oct.
Apr.
May

Apr.
Apr.
Jun.
Kazuyuki Takahashi Apr.
(Sep. 14, 1952)
4
Jun.
Reappointment
Jun.
Jun.
Oct.
Oct.

1968 Joined the Tokyo Tomin Bank, Limited
1996 Associate Director, General Manager of Personnel Division
1997 Director and General Manager of Personnel Division
1997 Director and General Manager of Loan Management
Division II
1999 Director and Deputy General Manager of Credit Screen
Management Department
2000 Director, in charge of Reduction of Credit Cost; Executive
Officer and General Manager of Loan Management
Administration Division
2001 Director, Executive Officer and Head of Kanda Branch
Office2002 Director, Executive Officer and General Manager ofBusiness Promotion Department
2003 Managing Director, Managing Executive Officer andGeneral Manager of Business Promotion Department
2004 Managing Director, Managing Executive Officer andGeneral Manager of Administration Department
2005 Senior Managing Director, Senior Managing Executive
Officer and General Manager of Administration Department
2005 Senior Managing Director, Senior Managing Executive
Officer and General Manager of Loan Screen Department
2006 Senior Managing Director, Senior Managing Executive
Officer and General Manager of Corporate Administration
Department and Loan Screen Department
2006 Senior Managing Director
2007 Vice President
2008 President
2012 Chairman
2014 Senior Advisor (current)
2014 Director, Tokyo TY Financial Group, Inc. (current position)(to present)
1977 Joined Yachiyo Shinkin Bank
2001 General Manager of General Planning Division, the Yachiyo
Bank, Limited
2003 General Manager of Corporate Planning Division
2006 Executive Officer and Assistant to Chairman
2006 Executive Officer and Head of Fuchinobe Branch2008 Executive Officer and General Manager of Human
Resources Division2008 Director and General Manager of Human Resources
Division
2009 Managing Director
2012 Senior Managing Director
2014 Chairman (current position)2014 Director, in charge of Corporate Planning Division, Tokyo
TY Financial Group, Inc. (current position)(to present)

5

Number ofshares of theCompany held

Commonstock
17,083
sharesCommonstock
6,000
sharesNo.

Name(Date of birth)

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

5

Hirokazu Tahara(Jan. 17, 1956)
Reappointment

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

6

Takashi Sakamoto(Jun. 15, 1957)
Reappointment

Jun.
Jul.
Jun.
Jul.
Jun.

Oct.

1978 Joined Yachiyo Shinkin Bank
2002 Head of Kobuchi Branch, the Yachiyo Bank, Limited
2004 Head of Hacchobori Branch2005 Deputy General Manager of Corporate Planning Division
2006 Executive Officer and General Manager of Corporate
Planning Division2008 Director and General Manager of Corporate Planning
Division2010 Director
2010 Managing Director
2012 Senior Managing Director
2014 President, in charge of Secretarial Office and Internal Audit
Division
2014 Director, Tokyo TY Financial Group, Inc. (current position)(to present)
1980 Joined the Tokyo Tomin Bank, Limited
2001 Head of Kayabacho Branch Office
2004 Head of Nihonbashi Branch Office2006 General Manager of Loan Screen Planning Division2007 Associate Director and General Manager of Loan Screen
Planning Division2009 Director, Executive Officer and General Manager of Loan
Screen Division2009 Director, Executive Officer and General Manager of Loan
Screen Department
2011 Director, Executive Officer and General Manager of Loan
Screen Department and Loan Management Division2011 Managing Director and General Manager of Loan Screen
Department
2011 Managing Director and General Manager of Loan
Department
2012 Senior Managing Director and General Manager of Loan
Department
2012 Senior Managing Director and General Manager of Business
Promotion Department
2014 Vice President, in charge of Business Promotion
Administration Division, Business Development Division,
Foreign Exchange Business Division, Advance Salary
Payment Operation Division and Medical Welfare Operation
Division (current position)2014 Director, in charge of Group Strategy Division, Tokyo TY
Financial Group, Inc. (current position)(to present)

6

Number ofshares of theCompany held

Commonstock
6,940
sharesCommonstock
2,187
sharesNo.

Name(Date of birth)

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

7

Keizo Ajioka(Apr. 25, 1957)
Reappointment

Jun.
May
Jun.
Jun.
Jul.
Jun.
Oct.
Apr.
Apr.
Apr.

8

Kenji Suzuki(Dec. 7, 1954)
Reappointment

Apr.
Jun.
Apr.
Jun.
Oct.
Oct.
Apr.

Akio Sato(Feb. 4, 1966)
Reappointment
9

Candidate for
Outside Director
Independent
Director/Auditor

Mar.
Jun.
Mar.
Jun.
Mar.
Dec.
Jan.
Jun.
Oct.

1981 Joined Bank of Japan
2004 Head of Oita Branch2007 Advisor of Financial System and Bank Examination
Department
2009 Head of Kanazawa Branch2011 Joined the Tokyo Tomin Bank, Limited; Executive Officer
2011 Executive Officer and Head of Nihonbashi Branch Office2012 Managing Director and Head of Nihonbashi Branch Office2012 Managing Director and General Manager of Operations &Systems Department
2014 Senior Managing Director, in charge of System Planning
Division, Operations Administration Division and Market
Operation Division (current position)2014 Director, in charge of Risk Management Division, Tokyo
TY Financial Group, Inc.(current position)(to present)
1978 Joined Yachiyo Shinkin Bank
2003 General Manager of Human Resources Division2007 Executive Officer and General Manager of Human
Resources Division2008 Executive Officer and Head of Karasuyama Branch2009 Director and Head of Karasuyama Branch2010 Director
2010 Managing Director
2014 Senior Managing Director, in charge of Human Resources
Division, Market Operation Division and Business Systems
Division (current position)2014 Director, Tokyo TY Financial Group, Inc. (current position)(to present)
1997 Registered as Attorney-At-Law (Daini Tokyo Bar
Association)
2003 Established Sato Sogo Law Office2005 Auditor (External), AMUSE, Inc.
2007 External Auditor, GMO Hosting & Security, Inc. (currently
GMO CLOUD K.K.) (current position)2007 Outside Corporate Auditor, Infoteria Corporation (current
position)
2008 Outside Corporate Auditor, POLA ORBIS HOLDINGS
INC. (current position)2008 Outside Director, GMO Payment Gateway, Inc. (current
position)
2012 Outside Director, GMO CLICK Holdings, Inc. (current
position)2013 Outside Auditor, the Tokyo Tomin Bank, Limited (current
position)
2014 Outside Auditor, Tokyo TY Financial Group, Inc. (current
position)(to present)

7

Number ofshares of theCompany held

Commonstock
977
sharesCommonstock
5,000
sharesCommonstock—
sharesNo.

Name(Date of birth)

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

Ryuji Miura(May 5, 1968)
Reappointment
10

Candidate for
Outside Director
Independent
Director/Auditor

Mar.
Oct.
Jul.
Jun.
Jun.
Jun.
Oct.

1995 Joined Chuo Audit Corporation (Renamed to ChuoAoyama
Audit Corporation due to merger)
2001 Seconded to Supervisory Bureau, Financial Services Agency(returned to ChuoAoyama Audit Corporation in Oct. 2003)
2004 Partner, Legal Associates Inc.
2006 Director, L.A. Consulting Inc. (current position)2011 Outside Corporate Auditor, the Yachiyo Bank, Limited
2012 Outside Auditor, THE OME SHINKIN BANK (current
position)
2014 Outside Director, the Yachiyo Bank, Limited
2014 Outside Director, Tokyo TY Financial Group, Inc. (current
position)(to present)

Number ofshares of theCompany held

Commonstock—
shares(Notes)1.

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

2.

Messrs. Akio Sato and Ryuji Miura are candidates for Outside Director.

3.

The Sato Comprehensive Law Office, where Mr. Akio Sato serves as Representative, provides legal advice as required to the Tokyo
Tomin Bank, a subsidiary of the Company.

4. Reasons for selection of Messrs. Akio Sato and Ryuji Miura as candidates for Outside Director(1) Although Mr. Akio Sato has not been directly involved in corporate management, in addition to specialized knowledge as an
attorney, he has served as an Outside Officer at other business companies, and to enable him to provide useful suggestions on
overall management from those views and provide oversight functions for business execution, the Company proposes his election
as Outside Director. Furthermore, Mr. Akio Sato served as Outside Corporate Auditor of The Tokyo Tomin Bank, Limited, asubsidiary of the Company, for one (1) year beginning in June 2013.

(2) To enable Mr. Ryuji Miura to contribute to improved corporate governance of the Company through his advanced specialized
knowledge as a certified public accountant and high-level views regarding management as a corporate manager, the Company
proposes his election as Outside Director. Furthermore, Mr. Ryuji Miura served as Corporate Auditor of The Yachiyo Bank, Limited,a subsidiary of the Company, from June 2011 to June 2014, and Outside Director from June 2014 to September 2014.

5.

The terms of office of Messrs. Akio Sato and Ryuji Miura as Outside Director will be nine (9) months at the conclusion of thisAnnual General Shareholders Meeting.

6.

Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Messrs. Akio Sato and Ryuji Miura, and if they are reappointed as Outside
Directors, these agreements will remain effective. 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
Outside Directors 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 minimum liability amount stipulated by laws and regulations.

7.

If Messrs. Akio Sato and Ryuji Miura 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.

8

Proposal No. 2: Election of Two (2) Substitute Corporate Auditors
The terms of office of Substitute Corporate Auditors Kenji Endo and Yuriko Miyamura, who were elected
upon the establishment of the Company, will expire at the beginning of this Annual General Shareholders
Meeting. Accordingly, the election of two (2) Substitute Corporate Auditors is proposed to prepare for thecase where the number of Corporate Auditors falls below the number required by law.
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 candidates for Substitute Corporate Auditor are as follows:

No.

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

1

Candidate for
Outside Corporate
AuditorIndependent
Director/Auditor
Yuriko Miyamura(Jul. 1, 1956)
Reappointment

2

Candidate for
Outside Corporate
AuditorIndependent
Director/Auditor

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

Jul.
Oct.
Jul.
Dec.
Mar.
Jan.
Jun.
Oct.

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)

1979 Joined Marubeni Corporation
1983 Joined KaiLinks, Co., Ltd.
1988 Joined Hiraki Real Estate Research Co., Ltd.
1989 Acquired certified tax accountant
1990 Joined Hongo Accounting Office (currently Hongo Tsuji
Tax & Consulting)2002 Registered as Certified Tax Accountant
2008 Director
2014 Managing Director(to present)

Number ofshares of theCompany held

Commonstock— shares

Commonstock— shares(Notes)1.

There are no special conflicts of interest between the Company and the candidates for Substitute Corporate Auditor.

2.

Mr. Kenji Endo is a candidate for Substitute Corporate Auditor to serve as a substitute for Outside Corporate Auditor Nobuko Inaba,and Ms. Yuriko Miyamura is a candidate for Substitute Corporate Auditor to serve as a substitute for Outside Corporate Auditor KayoTodo.

3. Reasons for selection of Mr. Kenji Endo and Ms. Yuriko Miyamura as candidates for Outside Corporate Auditor(1) Although Mr. Kenji Endo has not been directly involved in corporate management, he has a wealth of experience and specialized
knowledge as an attorney, and is well-versed in corporate law, and the Company has determined that he would appropriately beable to execute the duties of Outside Corporate Auditor. Additionally, to enable him to provide these specialized views to theCompany’s auditing, the Company has selected him as a candidate for Substitute Corporate Auditor.

(2) Although Ms. Yuriko Miyamura has not been directly involved in corporate management, she has performed duties as a Managing
Director of a Tax Accountant Corporation, and to enable her provide this specialized knowledge as a tax accountant to theCompany’s auditing, etc., the Company has determined that she would appropriately be able to execute the duties of Outside
Corporate Auditor, and has selected her as a candidate for Substitute Corporate Auditor.
4.

Liability limitation agreements with Outside Corporate Auditors
If Mr. Kenji Endo and Ms. Nobuko Inaba are appointed as Outside Corporate Auditors, the Company plans to conclude liability
limitation agreements with them. 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
Outside Corporate Auditors to limit their liability for damages of Article 423, Paragraph 1 of the Companies Act, and the limit ofliability under these agreements is the minimum liability amount stipulated by laws and regulations.

9Proposal No. 3: Determination of Compensation, etc. for Directors and Corporate Auditors
Compensation amounts for Directors and Corporate Auditors of the Company, as defined in Article 2 of
the attachment to the Articles of Incorporation, have set as the amount for compensation, etc., from the dayof founding of the Company until the first Annual General Shareholders Meeting to be within 250 million
yen in total compensation, etc. for Directors, and within 80 million yen in total compensation, etc. for
Corporate Auditors. However, the attachment will expire upon the conclusion of this Annual General
Shareholders Meeting.
As such, concerning the compensation structure for Directors, the Company proposes cash compensation
as set forth in this proposal, and stock option compensation as set forth in Proposal No. 4.
Additionally, concerning the compensation structure for Corporate Auditors, the Company proposes cash
compensation as set forth in this proposal.
Concerning cash compensation for Directors and Corporate Auditors, this proposal, in light of recentchanges in economic trends and various other factors, proposes annual compensation, etc., for Directors to
be an amount within 250 million yen (of which, within 50 million yen annually for Outside Directors), andannual compensation, etc. for Corporate Auditors to be an amount within 80 million yen, based upon theamounts defined in Article 2 of the attachment to the Articles of Incorporation.
Additionally, the above amounts of compensation, etc. for Directors shall not include compensation
provided as employees for Directors concurrently serving as employees.
Furthermore, the number of Directors and Corporate Auditors, assuming that Proposal No. 1 is approved
as proposed, will be ten (10) Directors (of which, two (2) Outside Directors) and four (4) Corporate Auditors(of which, two (2) Outside Corporate Auditors).

10

Proposal No. 4: Issuance of Stock Acquisition Rights as Stock Compensation-type Stock Options to
Directors and Determination of Contents
If Proposal No. 3 is approved, the total amount of compensation, etc. for Directors will be within 250
million yen annually, but in a separate category for Directors (excluding Outside Directors), the Company
proposes allotment of stock acquisition rights in an amount within 60 million yen annually as stock-type
stock options.
Stock-type stock options are the allotment of stock acquisition rights with an exercise price of one (1) yen
per share.
The method for issuance of stock acquisition rights shall involve the allotment of stock acquisition rights
with a paid-in price equal to the market value, while on the payment date, compensation request rights shallbe granted to each of those persons scheduled to receive allotment in an amount approximating the amountto be paid-in for stock acquisition rights, and on the same date, in lieu of payment by cash, the compensation
request rights shall be used instead, offsetting the payment.
The number of Directors is currently eight (8) (excluding Outside Directors), and if Proposal No. 1 isapproved as proposed, the number will be eight (8) from the conclusion of this General Meeting.
Furthermore, the Company requests that distribution to each Director and the timing of provision be at
the discretion of the Board of Directors.
The content of the stock acquisition rights is as follows.
1. Reason for allotment of stock acquisition rights as compensation
The Company aims to further increase desire to improve business results and corporate value of theCompany and strive for management that places emphasis on shareholders by the allotment of stockacquisition rights to Directors as compensation linked with stock price.
2. Content of stock acquisition rights(1) Eligible persons of stock acquisition rights
Directors (excluding Outside Directors)(2) Total number of stock acquisition rights and target stock type and number(i)
Total number of stock acquisition rights
Upper limit of 200 per annum(ii)
Target stock type and number for stock acquisition rights
Upper limit of 20,000 shares of common stock of the Company per annum(iii) Target number of shares for each stock acquisition right
100 shares(3) Paid-in amount for stock acquisition rights
On the allotment date for stock acquisition rights, an amount based upon the fair value calculatedby the Black-Scholes model shall be the paid-in amount. Persons who receive allotment of stockacquisition rights shall offset the payment with compensation request rights in lieu of the paid-in
amount.
(4) Method of dealing with stock splits or reverse stock splits of common stock (includes gratis
allotment of shares; the same applies hereinafter)(i)
If a stock split (including gratis allotment of shares; the same applies hereinafter) or
reverse stock split is conducted on or after the general meeting resolution date (hereinafter
the “Resolution Date”).
Of the stock acquisition rights, for stock acquisition rights that have not yet been
exercised at the time of the stock split or reverse stock split, the following formula shallbe applied to adjust the target number of shares for each stock acquisition right(hereinafter the “Stock Allotment Number”), and fractions resulting from the calculation
shall be rounded down.
Adjusted Stock Allotment Number =Pre-adjustment Stock Allotment Number X Ratio of Split or Reverse Stock Split(ii) After the Resolution Date, if a merger, company split, reduction in capital, or other similaraction is conducted that requires adjustment to the Stock Allotment Number, within areasonable range, the Stock Allotment Number shall be appropriately adjusted.
(5) Amount of property, exercise period, etc.
(i)
Amount of property to be funded during exercise of stock acquisition rights
The amount of property to be funded during exercise of stock acquisition rights shall be 1
yen per share that is able to be provided from the exercise of stock acquisition rights,
multiplied by the Stock Allotment Number.
11

(ii)

(iii)

(iv)
(v)

Period that stock acquisition rights may be issued
Within thirty (30) years of the day after the allotment Resolution Date for stockacquisition rights. However, if the final day of the exercise period is not a business day for
the Company, the final day shall be the preceding business day.
Primary conditions for stock acquisition rights
Holders of stock acquisition rights may exercise all stock acquisition rights at once only
within ten (10) days after the day following forfeit of the position of Director at theCompany or the Company subsidiaries of The Tokyo Tomin Bank, Limited and The
Yachiyo Bank, Limited.
Restrictions on acquisition of stock acquisition rights via transfer
Acquisition of stock acquisition rights via transfer shall require approval via a resolutionof the Board of Directors of the Company.
Other contents, etc., of stock acquisition rights
Concerning other content regarding stock acquisition rights, these shall be decided at a
Board of Directors meeting to determine the offer conditions for stock acquisition rights.

Additionally, the Company plans to issue stock acquisition rights that are identical in nature to the stockacquisition rights to be issued as stock compensation-type stock options to Directors of the Company, to
Directors (excluding Outside Directors) of Company subsidiaries The Tokyo Tomin Bank, Limited and The
Yachiyo Bank, Limited, in a number determined to be required by the Board of Directors of the Company on
the allotment date of the stock acquisition rights to Directors of the Company, with a paid-in amount that isbased on fair value calculated using the Black-Scholes model.

12