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, 2019
To Shareholders with Voting Rights:
Keizo Ajioka
President
Tokyo Kiraboshi Financial Group, Inc.
9-2, Shinjuku 5-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 5TH ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially invited to attend the 5th Annual General Shareholders Meeting of the Tokyo Kiraboshi
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
26, 2019 at 5:00 p.m. Japan time.
1. Date and Time:
2. Place:

Thursday, June 27, 2019 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m. Japan time)
Conference Room on 8th floor, Head Office (Aoyama 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 Board of Corporate Auditors for the Company’s 5th Fiscal Year(from April 1, 2018 to March 31, 2019)
2. Non-consolidated Financial Statements for the Company’s 5th Fiscal Year(from April 1, 2018 to March 31, 2019)
Proposals to be resolved:
Proposal No. 1: Election of Nine (9) Directors
Proposal No. 2: Election of One (1) Substitute Corporate Auditor

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: Thursday, June 27, 2019 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 Wednesday, June 26, 2019 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” enclosed with the 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 Wednesday, June 26, 2019, 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 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 (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 Shareholders Meeting
Proposal No. 1: Election of Nine (9) Directors
The terms of office of the eight (8) incumbent Directors will expire at the conclusion of this Annual
General Shareholders Meeting. Accordingly, the election of nine (9) Directors is proposed with the Company
adding one (1) more Outside Director to the Board of Directors, in order to strengthen management
supervisory functions.
The candidates are as follows:
Candidate
No.
1
2
3
4
5
6
7

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment

Takashi Sakamoto
Keizo Ajioka
Hisanobu Watanabe
Yoshikazu Kitagawa
Hidenori Tsunehisa
Toru Narata
Ryuji Miura

8

Reappointment

Yuki Takahashi

9

New appointment

Shoji Nishio

Name

Current position at the Company

3

ChairmanPresident
Deputy President
Deputy President
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.
Apr.
Jul.
Jul.

Number ofshares of theCompany held

1980 Joined the Tokyo Tomin Bank, Limited
2001 General Manager of Kayabacho Branch Office
2004 General Manager of Nihonbashi Branch Office2006 General Manager of Loan Screen Planning Division2007 Associate Director and General Manager of Credit
Administration DivisionJun.
2009 Director, Executive Officer and General Manager of Credit
Administration DivisionJun.
2009 Director, Executive Officer and General Manager of Loan
Screen Department
Apr.
2011 Director, Executive Officer and General Manager of Loan
Screen Department and General Manager of Credit
Supervisory DivisionJun.
2011 Managing Director and General Manager of Loan Screen
Department
Jul.
2011 Managing Director and General Manager of Loan
CommonTakashi Sakamoto
Department
stock(Jun. 15, 1957)
Jun.
2012 Senior Managing Director and General Manager of Loan
5,387
Department
sharesReappointment
Jul.
2012 Senior Managing Director and General Manager of Business
Department1
Jun.
2014 Vice President, in charge of Business Promotion Division,
Business Development Division, International Division,
Advance Salary Business Division, Medical and Welfare
Business DivisionOct.
2014 Director, in charge of Group Strategy Division, Tokyo TY
Financial Group, Inc.
Jan.
2016 Director, in charge of Sales Strategy Division
Apr.
2016 President, the Tokyo Tomin Bank, LimitedJun.
2016 Director, in charge of business strategy, Tokyo TY Financial
Group Inc.
Jun.
2017 Deputy President
May
2018 Chairman, Tokyo Kiraboshi 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 been in charge of Group strategy and businessstrategy divisions as Director and also has a wealth of experience in overall bank operations in the screen divisionand 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.

4

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1981 Joined Bank of Japan
2004 General Manager of Oita Branch2007 Advisor of Financial System and Bank Examination
Department
Jun.
2009 General Manager of Kanazawa BranchMay
2011 Executive Officer, the Tokyo Tomin Bank, LimitedJun.
2011 Executive Officer and General Manager of Nihonbashi
Branch OfficeJun.
2012 Managing Director and General Manager of Nihonbashi
Branch OfficeJul.
2012 Managing Director and General Manager of Operations andSystem Department
Jun.
2014 Senior Managing Director, in charge of System Planning
Division, Operations Administration Division and Financial
CommonKeizo Ajioka
Markets & International Business Division
stock(Apr. 25, 1957)
Oct.
2014 Director, in charge of Risk Management Division, Tokyo
3,477
TY Financial Group, Inc.
sharesReappointment
Jan.
2016 Director, in charge of Risk Management Division andMerger Preparatory Office2
Apr.
2016 President, in charge of Internal Audit Division, Risk
Management Division and Merger Preparatory Office,Tokyo TY Financial Group, Inc.
Vice President, in charge of Risk Administration Division,
the Tokyo Tomin Bank, Limited
Director, the ShinGinko Tokyo, Limited (part-time position)
Jun.
2016 President, in charge of internal audit (Internal Audit
Division), Tokyo TY Financial Group, Inc.
May
2018 President, in charge of Internal Audit Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Director, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Keizo Ajioka has played a key role in the decision-making regarding
overall corporate management of the Group as Director, and in April 2016, he was appointed President. As theCompany expects him to respond to significant issues regarding management of the Group and contribute toimprovement of corporate value of the Group by utilizing his experience and knowledge, he has been selected as a
candidate for Director.

5

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1985 Joined the Tokyo Tomin Bank, Limited
2006 Joint General Manager of Credit Supervisory Division2007 General Manager of Credit Supervisory Office, Credit
Supervisory DivisionJul.
2009 Joint General Manager of Credit Supervisory DivisionJun.
2011 General Manager of Credit Supervisory DivisionJul.
2012 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 Division
CommonHisanobu Watanabe
Oct.
2014
GeneralManager, Tokyo TY Financial Group, Inc.
stock
(Aug. 16, 1962)
Jun.
2015 Executive Officer and General Manager of Nihonbashi
1,807
Branch Office, the Tokyo Tomin Bank, Limited
sharesReappointment
Jul.
2016 General Manager of Sales Strategy Division, Tokyo TY
Financial Group, Inc.
3
Executive Officer and General Manager of Business
Promotion Division, the Tokyo Tomin Bank, LimitedJun.
2017 Director and General Manager of Sales Strategy Division,
Tokyo TY Financial Group, Inc.
Director and Managing Executive Officer, the Tokyo Tomin
Bank, LimitedMay
2018 Deputy President, in charge of Business Strategy Division,
Tokyo Kiraboshi Financial Group, Inc. (current position)
President, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hisanobu Watanabe took charge of the sales strategy division of the Group in July 2016 and was appointed
Director in June 2017. He has been quickly and resolutely pushing forward with formulation of management
plans, streamlining of operations and initiatives for new businesses. He was appointed President of Kiraboshi
Bank, Ltd., a subsidiary of the Company, in May 2018. The Company believes he will contribute to theformulation of the Group’s business strategy and the enhancement of corporate value. Based on these reasons, hehas been selected as a candidate for Director.

6

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 General Manager of Jiyugaoka Branch, the Yachiyo Bank,
LimitedApr.
2010 General Manager of Fuchu BranchApr.
2013 General Manager of Kanda BranchApr.
2014 Executive Officer and General Manager of Kanda BranchApr.
2016 General Manager of Sales Strategy Division, Tokyo TY
Financial Group, Inc.
Executive Officer and General Manager of SalesManagement Division, the Yachiyo Bank, Limited
CommonYoshikazu Kitagawa
Apr.
2017
General Manager of Sales Promotion Headquarters andstock(Sep. 3, 1961)
General Manager of Sales Management Division, the
1,000
Yachiyo Bank, Limited
sharesReappointment
Jun.
2017 Director and General Manager of Sales Strategy Division,
4
Tokyo TY Financial Group, Inc.
Director, Managing Executive Officer and General Manager
of Sales Promotion Headquarters, the Yachiyo Bank,
LimitedMay
2018 Deputy President, in charge of System Integration
Preparatory Office, Tokyo Kiraboshi Financial Group, Inc.
(current position)
Vice President, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Yoshikazu Kitagawa took charge of the sales strategy division of the Group in April 2016, and was appointed
Director in June 2017. He has been in charge of the System Integration Preparatory Office, etc. since May 2018.
He became Vice President of Kiraboshi Bank, Ltd., a subsidiary of the Company, in May 2018. He is expected toplay a central role in the establishment of a business structure for the Group. Based on these reasons, 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
Apr.
2007 Manager in charge of Planning GroupAug.
2008 Operating OfficerJun.
2009 Executive Officer
CommonHidenori Tsunehisa
Jun.
2014 Director and Executive Officer
stock(Feb. 12, 1963)
Jun.
2015 President and CEO
1,700
Apr.
2016 Director, Tokyo TY Financial Group, Inc.
sharesReappointment
May
2018 Director, in charge of Corporate Planning Division and
5
Collaboration Promotion Office, Business Strategy
Division, Tokyo Kiraboshi Financial Group, Inc. (current
position)
Senior Managing Director, 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.

7

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 General Manager of Asset Assessment Division, theYachiyo Bank, Limited
Apr.
2013 General Manager of Screening DivisionOct.
2014 General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
Apr.
2015 General Manager of Credit Division, the Yachiyo Bank,
CommonLimitedToru Naratastock(Jul. 10, 1960)
Apr.
2016 Executive Officer and General Manager of Credit Division
1,800
Jun.
2017 Director, in charge of Risk Management Division, Tokyo
sharesReappointment
TY Financial Group, Inc.
Director, Managing Executive Officer and General Manager
6of Credit Division, the Yachiyo Bank, LimitedMay
2018 Director, in charge of Risk Management Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Senior Managing Director, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Toru Narata has been in charge of the risk management division, andwas appointed Director in June 2017. He has a wealth of experience in operations of overall risk management. He
is expected to play a central role in the risk management of the Group by drawing on this experience andknowledge. Based on these reasons, he has been selected as a candidate for Director.
Nov.
1995 Joined Chuo Audit Corporation (Renamed to ChuoAoyama
Audit Corporation due to merger)
Mar.
2001 Seconded to Supervisory Bureau, Financial Services Agency(returned to ChuoAoyama Audit Corporation in Oct. 2003)
Oct.
2004 Opened Miura Certified Public Accountant Office
Ryuji Miura
Partner, Legal Associates Inc.
(May 5, 1968)
Jul.
2006 Director, L.A. Consulting Inc.
Jun.
2011 Outside Corporate Auditor, the Yachiyo Bank, Limited
CommonReappointment
stock
Jun.
2012 Outside Auditor, THE OME SHINKIN BANK (current—
Candidate forposition)shares
Outside DirectorJun.
2014 Outside Director, the Yachiyo Bank, Limited7
Oct.
2014 Outside Director, Tokyo TY Financial Group, Inc.
Independent
Apr.
2016 Representative Director, MeU Advisers Co. (current
Director/Auditor
position)May
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
(current position)Mar.
2019 Outside Director, bitFlyer, Inc. (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.

8

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Dec.

2003 Joined Bears Co., Ltd.
Senior Managing Director
Jul.
2009 Director, The Tokyo New Business Conference
Yuki Takahashi(Apr. 25, 1969)
Aug.
2013 Vice Chairman, Zenkoku Kaji Daiko Service AssociationOct.
2016 Vice President and Director, Bears Co., Ltd. (current
Reappointment
position)
CommonJun.
2017 Outside Director, Tokyo TY Financial Group, Inc.
stock
Candidate for—Apr.
2018 Vice Chairman, The Tokyo New Business Conference
Outside Director
shares(current position)May
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
8
Independent(current position)
Director/Auditor
Apr.
2019 Chairman, National Housekeeping Service Association(current position)(to present)
Reasons for selection as a candidate for Director
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.
Shoji Nishio
1978 Joined The Tokyo Chamber of Commerce and Industry
Mar.
(May 13, 1952)
Apr.
2006 General Manager of SMEs Regeneration AssistanceDivision
New appointment Apr.
Common2009 General Manager of SMEs Division
stock
Dec.
2010 Executive Director Status, General Manager of SMEs
Candidate for—
Division
Outside Director
sharesApr.
2012 Executive Director, General Manager of SMEs DivisionDec.
2013 Executive Director, Head of Secretariat
IndependentJun.
2016 Managing Director (current position)
9
Director/Auditor(to present)
Reasons for selection as a candidate for Director
Mr. Shoji Nishio serves as Managing Director and has held the positions as General Manager of SMEs
Regeneration Assistance Division and General Manager of SMEs Division at The Tokyo Chamber of Commerceand Industry. He has a wealth of experience in management consultation, regeneration assistance, businesssuccession, etc. for small and medium enterprises. The Group has concluded that his knowledge can be utilized inbusiness management support to the Group’s transaction partners and for measures to improve services, andtherefore he 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.
Mr. Ryuji Miura, Ms. Yuki Takahashi and Mr. Shoji Nishio are candidates for Outside Director.
The terms of office of Mr. Ryuji Miura and Ms. Yuki Takahashi as Outside Director will be four (4) years and nine (9) months andtwo (2) years, respectively, at the conclusion of this Annual General Shareholders Meeting.
Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Mr. Ryuji Miura and Ms. Yuki Takahashi, and if they are reappointed as
Outside Directors, these agreements will remain effective. Additionally, if Mr. Shoji Nishio is elected as originally proposed, theCompany plans to conclude a liability limitation agreement 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 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 Mr. Ryuji Miura, Ms. Yuki Takahashi and Mr. Shoji Nishio 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.

9

Proposal No. 2: Election of One (1) Substitute Corporate Auditor
The term of office of Substitute Corporate Auditor Kenji Endo, who was elected at the Annual General
Shareholders Meeting held on June 28, 2018, will expire at the beginning of this Annual General
Shareholders Meeting. Accordingly, the election of one (1) Substitute Corporate Auditor is proposed toprepare for the case where the number of Corporate Auditors falls below the number required by law.
Additionally, this proposal has received approval from the Board of Corporate Auditors.
The candidate for Substitute Corporate Auditor is as follows:
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 (Tokyo Bar Association)
1999 Joined ISHIHARA LAW OFFICE
2008 Opened ENDO LAW OFFICE(to present)

Number ofshares of theCompany held
Commonstock—
sharesCandidate for
Substitute Corporate
AuditorReasons for selection as a candidate for Substitute Corporate Auditor
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 Corporate Auditor. Additionally, to enable him to provide 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 Outside Corporate Auditor.
Mr. Kenji Endo is a candidate for Substitute Outside Corporate Auditor.
Liability limitation agreements with Substitute Outside 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.

10(Reference)
1. Qualifications and nomination/dismissal procedures for candidates for Director and CEO andcandidates for Corporate Auditor
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 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) 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) Corporate Auditors of the Company and subsidiary banks must be a person with necessary knowledgeof finance, accounting and legal affairs in addition to superior personality, insights, abilities, wealth ofexperience, and high ethics.
(2) Nomination procedures for Directors and CEO as well as Corporate Auditors
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 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.
5) 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) 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.

11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 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, 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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