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 10, 2016
To Shareholders with Voting Rights:
Keizo Ajioka
President
Tokyo TY Financial Group, Inc.
9-2, Shinjuku 5-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 2ND ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially invited to attend the 2nd Annual General Shareholders Meeting of the Tokyo TY
Financial Group, Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meetings, you can exercise your voting rights in writing (Voting Rights
Exercise Form) or by electromagnetic means (the Internet, etc.). Please review the Reference Documents for
the General Shareholders Meeting (described hereinafter) and exercise your voting rights by Tuesday, June 28,
2016 at 5:20 p.m. Japan time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time

2. Place:

BELLESALLE KANDA, 2F, Sumitomo Fudosan Kanda Building,
7 Kanda Mitoshirocho, Chiyoda-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 2nd Fiscal Year(from April 1, 2015 to March 31, 2016)
2. Non-consolidated Financial Statements for the Company’s 2nd Fiscal Year(from April 1, 2015 to March 31, 2016)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Ten (10) Directors
Proposal No. 3: Election of One (1) Corporate Auditor
Proposal No. 4: Election of Two (2) Substitute Corporate Auditors
Proposal No. 5: Addition of Eligibility for Directors of the ShinGinko Tokyo, Limited as
Directors of Subsidiaries that issue Stock Acquisition Rights as Stock
Compensation-type Stock Options1

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 Tuesday, June 28, 2016 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 Tuesday, June 28,
2016.
Additionally, when voting via the Internet, etc., please refer to the “Instructions for Exercise of Voting
Rights via the Internet” on pages 57 to 59.
(3) Handling of Duplicate Voting
If you vote both in writing and via the Internet, etc., only your vote placed via the Internet will be valid.
In addition, if you submit your vote multiple times via the Internet, etc., only the last vote to arrive will bevalid.
(4) Internet Disclosure
Of the documents required to be attached to this Notice of Convocation, the “Notes to the
Non-consolidated Financial Statements” of the Non-consolidated Financial Statements and the “Notes to
the Consolidated Financial Statements” of the Consolidated Financial Statements are, in accordance withlaws and regulations as well as Article 18 of the Articles of Incorporation of the Company, posted on the
Company’s website (http://www.tokyo-tyfg.co.jp/stock/shareholder.html) on the Internet and are therefore
not included with the documents attached to this Notice of Convocation.
Furthermore, the Non-consolidated Financial Statements and the Consolidated Financial Statements shownin the documents attached to this Notice of Convocation are a part of the documents audited by the
Accounting Auditor and the Board of Corporate Auditors during preparation of the Accounting Auditor’sReport and the Board of Corporate Auditor’s Report.
End◎ When attending the meetings, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Additionally, to conserve resources, please bring this “Notice of Convocation” with you.
◎ Should revisions arise for the Reference Documents for the General Shareholders Meeting, updated items
will be posted on the Company’s website (http://www.tokyo-tyfg.co.jp/).
◎ On the day of the meeting, air conditioning shall be set at low levels to conserve electricity; we ask thatshareholders come dressed in light attire.
◎ The venue opens at 9:00 a.m.

2

Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation
The Companies Act was revised in 2014 (executed on May 1, 2015), and in line with stricter conditions
for Outside Directors and Outside Corporate Auditors, the revised Companies Act categorizes the ability toconclude liability limitation agreements or not as “whether or not business execution is performed.” As thislegal revision now allows for the conclusion of liability limitation agreements with Directors that are not
Executive Directors, etc., and Corporate Auditors that are not Outside Corporate Auditors, the Company
requests the approval of partial amendments to the Articles of Incorporation as follows.
Additionally, the amendment to Article 31 of the Articles of Incorporation has received approval fromeach Corporate Auditor.
“Articles of Incorporation” Comparison between the current and amended articles(Underlined parts are to be amended.)
Current Articles
After Amendment
OmittedUnchanged
CHAPTER V. DIRECTORS AND BOARD OF
DIRECTORSCHAPTER V. DIRECTORS AND BOARD OF
DIRECTORS(Liability limitation agreements with Outside Directors)
Article 31 Based on the stipulations of Article 427,
Paragraph 1 of the Companies Act, theCompany may conclude agreements to limit
liability for damages arising fromnegligence of duties with Outside Directors.
However, the limit of liability under said
agreement shall be the limit stipulated bylaws and regulations.

(Liability limitation agreements with Directors)
Article 31 Based on the stipulations of Article 427,
Paragraph 1 of the Companies Act, theCompany may conclude agreements to limit
liability for damages arising fromnegligence of duties with Directors(excluding persons who are Executive
Directors, etc.) However, the limit ofliability under said agreement shall be thelimit stipulated by laws and regulations.

OmittedUnchanged

CHAPTER VI. CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORSCHAPTER VI. CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS(Liability limitation agreements with Outside Corporate
Auditors)
Article 39 Based on the stipulations of Article 427,
Paragraph 1 of the Companies Act, theCompany may conclude agreements to limit
liability for damages arising fromnegligence of duties with Outside Corporate
Auditors. However, the limit of liability
under said agreement shall be the limit
stipulated by laws and regulations.

(Liability limitation agreements with Corporate
Auditors)
Article 39 Based on the stipulations of Article 427,
Paragraph 1 of the Companies Act, theCompany may conclude agreements to limit
liability for damages arising fromnegligence of duties with Corporate
Auditors. However, the limit of liability
under said agreement shall be the limit
stipulated by laws and regulations.

3

Proposal No. 2: Election of Ten (10) Directors
The terms of office of the twelve (12) 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

Reappointment
Reappointment
Reappointment
Reappointment
New appointment
New appointment
Reappointment
New appointment

Kazuyuki Takahashi
Keizo Ajioka
Hirokazu Tahara
Takashi Sakamoto
Hideo Kobayashi
Satoru Nobeta
Hidenori Tsunehisa
Yasushi Nakamura

9

Reappointment

Akio Sato10

Reappointment

Ryuji Miura

Name

Current position at the Company

4

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

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1977 Joined Yachiyo Shinkin Bank
2001 General Manager of General Planning Division, the Yachiyo
Bank, Limited
Apr.
2003 General Manager of Corporate Planning Division
Apr.
2006 Executive Officer and Assistant to Chairman
Jun.
2006 Executive Officer and Head of Fuchinobe BranchApr.
2008 Executive Officer and General Manager of Human
Resources DivisionJun.
2008 Director and General Manager of Human Resources
CommonDivisionKazuyuki Takahashi
stock(Sep. 14, 1952)
Jun.
2009 Managing Director
6,400
Jun.
2012 Senior Managing Director
sharesReappointment
Oct.
2014 Chairman (current position)
Director, in charge of Corporate Planning Division, Tokyo
TY Financial Group, Inc.
1
Jan.
2016 Director, in charge of Consolidation Arrangement Officeand Corporate Planning Division
Apr.
2016 Chairman, in charge of Consolidation Arrangement Officeand Corporate Planning Division (current position)
Director, the ShinGinko Tokyo, Limited (part-time position)(current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Kazuyuki Takahashi has been in charge of the Corporate Planning
Division as Director of the Company, and while serving a central role in the management integration ofsubordinate banks, he has appropriately conducted decision-making regarding overall corporate management of
the Group. In April, 2016, he was appointed Chairman, and as the Company expects to strengthen effectiveness ofdecision-making functions in the Board of Directors by utilizing his wealth of experience and knowledge indetermining significant issues regarding management of the Group in the future, he has been selected as a
candidate for Director.

5

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 Head of Oita Branch2007 Advisor of Financial System and Bank Examination
Department
Jun.
2009 Head of Kanazawa BranchMay
2011 Joined the Tokyo Tomin Bank, Limited; Executive OfficerJun.
2011 Executive Officer and Head of Nihonbashi Branch OfficeJun.
2012 Managing Director and Head of Nihonbashi Branch OfficeJul.
2012 Managing Director and General Manager of Operations &Systems Department
Jun.
2014 Senior Managing Director, in charge of System Planning
CommonKeizo Ajioka
Division, Operations Administration Division and Market
stock(Apr. 25, 1957)
Operation Division
1,477
Oct.
2014 Director, in charge of Risk Management Division, Tokyo
sharesReappointment
TY Financial Group, Inc.
Jan.
2016 Director, in charge of Consolidation Arrangement Office,Risk Management Division2
Apr.
2016 Vice President, in charge of Risk Administration Division,
the Tokyo Tomin Bank, Limited (current position)
President, in charge of Internal Audit Division, Risk
Management Division and Consolidation Arrangement
Office, Tokyo TY Financial Group, Inc. (current position)
Director, the ShinGinko Tokyo, Limited (part-time position)(current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Keizo Ajioka has been in charge of management divisions as Directorof the Company, and while serving a central role in strengthening the risk management structure, he has
appropriately conducted decision-making regarding overall corporate management of the Group. In April, 2016,he was appointed President, and as the Company expects him to respond to significant issues regarding
management of the Group and contributes to improvement of corporate value of the Group by utilizing his
experience and knowledge toward establishing a “one bank” system that the Group strives to create in the future.
Therefore, he has been selected as a candidate for Director.

6

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

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 DivisionJun.
2008 Director and General Manager of Corporate Planning
CommonHirokazu Tahara
Divisionstock(Jan. 17, 1956)
Apr.
2010 Director
7,540
Jun.
2010 Managing Director
sharesReappointment
Jun.
2012 Senior Managing Director
Oct.
2014 President, in charge of Internal Audit Division (current
3
position)Oct.
2014 Director, Tokyo TY Financial Group, Inc.
Apr.
2016 Director, in charge of Business Strategy Division (current
position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Hirokazu Tahara has served as Director of the Company andPresident of the Yachiyo Bank, Limited, a subsidiary of the Company, and has a wealth of experience inmanagement. Additionally, he has worked toward improving business results of the overall group as the Officer incharge of business divisions at the Company. Therefore, the Company expects him to strengthen effectiveness ofdecision-making functions in the Board of Directors by utilizing his experience and knowledge in determining
significant issues regarding management of the Group, and he has been selected as a candidate for Director.

7

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

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 DivisionJun.
2009 Director, Executive Officer and General Manager of Loan
Screen 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 Loan Management DivisionJun.
2011 Managing Director and General Manager of Loan Screen
Department
CommonTakashi Sakamoto Jul.
2011 Managing Director and General Manager of Loan
stock
(Jun. 15, 1957)
Department
2,887
Jun.
2012 Senior Managing Director and General Manager of Loan
sharesReappointment
Department
Jul.
2012 Senior Managing Director and General Manager of Business
Promotion Department
4Jun.
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
DivisionOct.
2014 Director, in charge of Group Strategy Division, Tokyo TY
Financial Group, Inc.
Jan.
2016 Director, in charge of Business Strategy Division, Tokyo TY
Financial Group, Inc. (current position)
Apr.
2016 President, in charge of Internal Audit Division, the Tokyo
Tomin Bank, Limited (current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Takashi Sakamoto has served as Director of the Company andPresident of the Tokyo Tomin Bank, Limited, a subsidiary of the Company, and has a wealth of experience inoverall bank operations in the screen division and business promotion division, etc. As the Company expects him
to strengthen effectiveness of decision-making functions in the Board of Directors by utilizing his experience andknowledge in determining significant issues regarding management of the Group, he has been selected as a
candidate for Director.

8

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1980 Joined Yachiyo Shinkin Bank
2003 Assistant Manager, Asset Assessment Division, the Yachiyo
Bank, Limited
Apr.
2006 Head of Higashirinkan BranchApr.
2008 Head of Nakaitabashi BranchCommonHideo Kobayashi Apr.
2010 General Manager, Sagamihara Corporate Business Division
stock(Mar. 24, 1958)
Apr.
2011 Executive Officer, Sagamihara Corporate Business Division
1,700
Apr.
2012 Executive Officer, Business Promotion Division II
sharesNew appointment Jun.
2013 Director, Business Promotion Division II
Apr.
2014 DirectorJun.
2014 Managing Director (current position)5
Dec.
2015 Director, the Tokyo Tomin Bank, Limited (part-time
position) (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hideo Kobayashi has served as Head at the Yachiyo Bank, Limited, a subsidiary of the Company, and has awealth of experience in overall bank operations in the screen division and business promotion division, etc.
Additionally, since the Company’s founding in 2014, he has worked at said bank to advance various initiatives
regarding business integration of the Group. As the Company expects him to strengthen effectiveness ofdecision-making functions in the Board of Directors by utilizing his experience and knowledge in determining
significant issues regarding management of the Group, he has been selected as a candidate for Director.
Apr.
1984 Joined The Industrial Bank of Japan, Limited
Apr.
2002 Assistant Manager, Operation Planning Department, Mizuho
Bank, Ltd.
Apr.
2007 Assistant Manager, Compliance Administration Department,
Mizuho Corporate Bank, Ltd.
Apr.
2009 Senior Manager, Business Department I
Seconded to General Manager, Corporate Planning
Department, Kowa Real Estate Co., Ltd.
Apr.
2010 General Manager, Asset Audit Department, Mizuho
Corporate Bank, Ltd.
Apr.
2012 General Manager, Foreign Exchange Business Division, theTokyo Tomin Bank, Limited (seconded from Mizuho
Corporate Bank, Ltd.)
CommonSatoru Nobeta
Apr.
2013 Joined the Tokyo Tomin Bank, Limited
stock(Aug. 24, 1960)
General Manager, Foreign Exchange Business Division611
Jun.
2013 General Manager, Operations Administration Division
sharesNew appointment
Jul.
2013 Associate Director and General Manager, Operations
Administration Division
6
Jun.
2014 Director, Executive Officer and General Manager,
Operations Administration DivisionOct.
2014 General Manager, Group Strategy Division, Tokyo TY
Financial Group, Inc.
Jan.
2016 General Manager, System Integration Project Team,
Consolidation Arrangement Office, Tokyo TY Financial
Group, Inc.
Apr.
2016 Managing Director, in charge of Corporate Planning
Division and Market Operation Division, the Tokyo Tomin
Bank, Limited (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Satoru Nobeta has a wealth of operational experience in the corporate planning division, compliance division,and audit division, etc., at the Tokyo Tomin Bank, Limited, a subsidiary of the Company, and at major banks, etc.,
at which he served prior to joining said bank, and is well-versed in overall bank operations. 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.
9

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1987 Joined The Mitsubishi Bank, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
Nov.
1994 Assistant Vice President of Chicago BranchFeb.
2001 Manager, PricewaterhouseCoopers Consultants Co., Ltd.
2004 Joined the ShinGinko Tokyo, Limited
Hidenori Tsunehisa Apr.
—
Apr.
2007 Manager in charge of Planning Group(Feb. 12, 1963)
sharesAug.
2008 Operating Officer
Reappointment
Jun.
2009 Executive OfficerJun.
2014 Director and Executive OfficerJun.
2015 President and CEO (current position)
7
Apr.
2016 Director, Tokyo TY Financial Group, Inc. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hidenori Tsunehisa has a wealth of operational and management experience having served as President of the
ShinGinko Tokyo, Limited, with which a business combination was completed with the Group in April, 2016,
subsequent to being in charge of the corporate planning division and risk management division of said bank. As
the Company expects him to strengthen effectiveness of decision-making functions in the Board of Directors by
utilizing his experience and knowledge in determining significant issues regarding management of the Group, hehas been selected as a candidate for Director.
Nov.
1981 Joined Tokyo Metropolitan Government (Orphanage
Management Department)Aug.
1994 General Manager, Otsuka Automobile Business Site, Bureauof Transportation
Yasushi Nakamura Apr.
2002 Manager, Accounting Division, Bureau of Finance (preside)(Nov. 5, 1954)
Aug.
2004 General Manager, General Affairs Department, Tokyo
Teleport Center, Inc.
New appointment Jul.
2008 General Manager, Financial Supervision Office, Bureau of—Industrial and Labor Affairs, Tokyo Metropolitan
sharesCandidate forGovernment
Outside Director
Jul.
2010 General Manager, General Affairs Division, Bureau ofTransportation
IndependentJul.
2011 Deputy General Manager, Bureau of Transportation
8
Director/AuditorJul.
2012 General Manager, Bureau of TransportationOct.
2013 General Manager, Bureau of Governor's OfficeSep.
2014 President and Representative Director, HATO BUS CO.,LTD. (current position)(to present)
Reasons for selection as a candidate for Outside Director
Mr. Yasushi Nakamura has a wealth of experience in management, having served in many departments in theTokyo Metropolitan Government, being well-versed in a wide range of metropolitan businesses, having served as
General Manager, Financial Supervision Office, Bureau of Industrial and Labor Affairs with a deep understanding
toward regional finance, and having served as President of HATO BUS CO., LTD. As the Company expects hecan provide recommendations, etc., regarding overall management toward the Group, a regional financial
institution that holds its headquarters in Tokyo, he has been selected as a candidate for Outside Director.

10

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Apr.

1997 Registered as Attorney-At-Law (Daini Tokyo Bar
Association)
Mar.
2003 Established Sato Sogo Law OfficeJun.
2005 Auditor (External), AMUSE, Inc.
Akio SatoMar.
2007 External Auditor, GMO Hosting & Security, Inc. (currently(Feb. 4, 1966)
GMO CLOUD K.K.)
Jun.
2007 Outside Corporate Auditor, Infoteria Corporation
CommonReappointment
Mar.
2008 Outside Corporate Auditor, POLA ORBIS HOLDINGS
stock
INC. (current position)—
Candidate forDec.
2008 Outside Director, GMO Payment Gateway, Inc. (current
shares
Outside Director
position)Jan.
2012 Outside Director, GMO CLICK Holdings, Inc. (current
9
Independent
position)
Director/AuditorJun.
2013 Outside Auditor, the Tokyo Tomin Bank, LimitedOct.
2014 Outside Auditor, Tokyo TY Financial Group, Inc. (current
position)Jun.
2015 Outside Auditor, Kirayaka Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Outside Director
In addition to specialized knowledge as an attorney, Mr. Akio Sato has served as Outside Officer, etc., at otherbusiness companies. He is also well versed in financial administration, and as the Company has judged that he canprovide beneficial recommendations toward overall management of the Company from his excellent knowledge
and fulfill supervisory functions toward business execution, he has been selected as a candidate for Outside
Director.
Nov.
1995 Joined Chuo Audit Corporation (Renamed to ChuoAoyama
Audit Corporation due to merger)
Mar.
2001 Seconded to Supervisory Bureau, Financial Services Agency
Ryuji Miura(returned to ChuoAoyama Audit Corporation in Oct. 2003)(May 5, 1968)
Oct.
2004 Partner, Legal Associates Inc.
CommonReappointment
Jul.
2006 Director, L.A. Consulting Inc. (current position)
stock
Jun.
2011 Outside Corporate Auditor, the Yachiyo Bank, Limited—
Candidate forJun.
2012 Outside Auditor, THE OME SHINKIN BANK (current
shares
Outside Director
position)Jun.
2014 Outside Director, the Yachiyo Bank, Limited
10
IndependentOct.
2014 Outside Director, Tokyo TY Financial Group, Inc. (current
Director/Auditor
position)
Apr.
2016 Representative Director, MeU Advisers Co. (current position(to present)
Reasons for selection as a candidate for Outside 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.
(Notes)
1.
2.
3.
4.
5.

There are no special conflicts of interest between the Company and the candidates for Director.
Messrs. Yasushi Nakamura, Akio Sato and Ryuji Miura are candidates for Outside Director.
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.
The terms of office of Messrs. Akio Sato and Ryuji Miura as Outside Director will be one (1) year and nine (9) months at theconclusion of this Annual General Shareholders Meeting.
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. Additionally, if the election of Mr. Yasushi Nakamura as Outside Director isapproved and resolved as originally proposed, the Company plans to conclude a liability limitation agreement with him. A summaryof the liability limitation agreements is as follows.
 Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation, which allow for the conclusion of liability limitation agreements with
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.

11

6.
7.

If Messrs. Yasushi Nakamura, 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.
Mr. Hideo Kobayashi is scheduled to retire as Director (part-time position) of the Tokyo Tomin Bank as of the conclusion of theAnnual General Meeting of Shareholders scheduled to be held in the current year of said bank.

12

Proposal No. 3: Election of One (1) Corporate Auditor
Corporate Auditor Kazunori Tada will resign at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of one (1) Corporate Auditor is proposed.
Candidate for Corporate Auditor Mikio Makabe is selected as a substitute for retiring Corporate Auditor
Kazunori Tada, and under the stipulations of Article 34 of the Articles of Incorporation, his term, if elected,
will be until the conclusion of the Annual General Meeting of Shareholders scheduled to be held in 2018, theexpiration of the term of the retiring Corporate Auditor.
Additionally, this proposal has received approval from the Board of Corporate Auditors.
The candidate for Corporate Auditor is as follows:

No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

Apr.
Oct.
Apr.
Apr.

1978 Joined Yachiyo Shinkin Bank
2003 Head of Akishima Branch, the Yachiyo Bank, Limited
2006 General Manager, Corporate Audit Division
Common2012 Executive Officer, General Manager, Corporate Audit
Mikio Makabestock
Division(Feb. 22, 1956)
700
Apr.
2014 Executive Officer
sharesNew Appointment Jun.
2014 Full-time Corporate Auditor (current position)
Jun.
2015 Part-time Corporate Auditor, Kansosin Co., Ltd. (current
1
position)(to present)
Reasons for selection as a candidate for Corporate Auditor
Mr. Mikio Makabe has served as General Manager, Corporate Audit Division in April, 2006 and Full-time
Corporate Auditor in June, 2014 at the Yachiyo Bank, Limited, a subsidiary of the Company, has deep
knowledge, insights, and experience regarding corporate auditing, and the Company believes that he can fulfill therole of securing validity and appropriateness of management of the Group.
(Notes)1.
2.

There are no special conflicts of interest between the Company and the candidate for Corporate Auditor.
Mr. Mikio Makabe is scheduled to retire as Corporate Auditor of both the Yachiyo Bank, Limited and Kansosin Co., Ltd. as of theconclusion of the Annual General Meetings of Shareholders scheduled to be held in the current year of the respective entities.

13

Proposal No. 4: Election of Two (2) Substitute Corporate Auditors
The terms of office of Substitute Corporate Auditors Yuriko Miyamura and Kenji Endo, who were elected
at the Annual General Shareholders Meeting held on June 26, 2015, will expire at the beginning of thisAnnual General Shareholders Meeting. Accordingly, the election of two (2) Substitute Corporate Auditors is
proposed to prepare for the case where the number of Corporate Auditors falls below the number required bylaw.
Furthermore, only before the Corporate Auditor assumes office and upon approval of the Board of
Corporate Auditors, the Board of Directors may resolve to terminate the term of office for Corporate
Auditors.
Additionally, this proposal has received approval from the Board of Corporate Auditors.
The candidates for Substitute Corporate Auditor are as follows:
No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

Jul.
Oct.
Jul.
Dec.
Mar.

1979 Joined Marubeni Corporation
1983 Joined KaiLinks, Co., Ltd.
Yuriko Miyamura
1988 Joined Hiraki Real Estate Research Co., Ltd.
(Jul. 1, 1956)
1989 Acquired certified tax accountant
1990 Joined Hongo Accounting Office (currently Hongo Tsuji
CommonReappointment
Tax & Consulting)stock— sharesJan.
2002 Registered as Certified Tax Accountant
Candidate for2008 Director
Substitute Corporate Jun.
1
Oct.
2014
Managing Director
AuditorJan.
2016 Senior Managing Executive Director (current position)(to present)
Reasons for selection as a candidate for Substitute Corporate Auditor
Although Ms. Yuriko Miyamura has not been directly involved in corporate management, she has performed
duties as a Senior Managing Executive Director of a Tax Accountant Corporation, and to enable her provide thisspecialized knowledge as a tax accountant to the Company’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.
Kenji Endo
Mar.
1998 Completed at Training and Research Institute for Court(May 5, 1965)
Officials, Supreme Court
Apr.
1998 Registered as attorney-at-law
CommonReappointment
Mar.
1999 Joined ISHIHARA LAW OFFICE
stock
Jan.
2008 Opened ENDO LAW OFFICE— shares
Candidate for(to present)
Substitute Corporate
2
AuditorReasons for selection as a candidate for Substitute Corporate Auditor
Although Mr. Kenji Endo has not been directly involved in corporate management, he has a wealth of experienceand specialized knowledge as an attorney, and is well versed in corporate law, and the Company has determinedthat 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.

5.

The order of priority among Substitute Corporate Auditors shall place Ms. Yuriko Miyamura first and Mr. Kenji Endo second.
There are no special conflicts of interest between the Company and the candidates for Substitute Corporate Auditor.
Ms. Yuriko Miyamura and Mr. Kenji Endo are candidates for Substitute Outside Corporate Auditor.
Although there is remuneration payment made under a business consignment agreement concluded with Hongo Tsuji Tax &Consulting, with which Ms. Yuriko Miyamura is affiliated, regarding tax advisory services for the Tokyo Tomin Bank, Limited, asubsidiary of the Company, Ms. Yuriko Miyamura satisfies standards regarding independence of Outside Officers defined by theCompany.
Liability limitation agreements with Outside Corporate Auditors
If Ms. Yuriko Miyamura and Mr. Kenji Endo 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.

14

Proposal No. 5: Addition of Eligibility for Directors of the ShinGinko Tokyo, Limited as Directors of
Subsidiaries that issue Stock Acquisition Rights as Stock Compensation-type Stock Options
The introduction of the stock compensation-type stock option system was approved at the 1st Annual
General Shareholders Meeting held on June 26, 2015. On August 3, 2015, stock acquisition rights identicalto the stock acquisition rights issued as stock compensation-type stock options to Directors of the Company
were issued toward Directors (excluding Outside Directors) of the Tokyo Tomin Bank, Limited and theYachiyo Bank, Limited, Company subsidiaries.
As the ShinGinko Tokyo, Limited has joined the Group as of April 1, 2016, this Proposal requests the
addition of eligibility for Directors (excluding Outside Directors) of the ShinGinko Tokyo, Limited forissuance of stock options.
In line with the addition of eligibility for issuance, 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 the Company or the Company subsidiaries of the Tokyo Tomin Bank, Limited, the Yachiyo Bank,
Limited, and the ShinGinko Tokyo, Limited.
Additionally, although the amount of remuneration, etc., for Directors of the Company is within 250
million yen per annum, the Company has received approval at the 1st Annual General Shareholders Meeting
held on June 26, 2015 to allot stock compensation-type stock options toward Directors (excluding Outside
Directors) within the range of 60 million yen per annum.
Stock-type stock options are the allotment of stock acquisition rights with an exercise price of one (1) yen
per share.
The number of Directors is currently ten (10) (excluding Outside Directors), and if Proposal No. 2 isapproved as proposed, the number will be seven (7) 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.

15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 funded during exercise of stock acquisition rights shall be 1 yen
per share that can be provided from the exercise of stock acquisition rights, multiplied by
the Stock Allotment Number.
(ii) 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.
(iii) 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, The Yachiyo
Bank, Limited and the ShinGinko Tokyo, Limited.
(iv) 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.
(v)
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 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, the Yachiyo Bank,
Limited, and the ShinGinko Tokyo, Limited. The number of rights is required by the Board of Directors of
the Company on the allotment date of the stock acquisition rights to Directors of the Company, with apaid-in amount that is based on fair value calculated using the Black-Scholes model.

16

(Reference)
1. Qualifications and nomination procedures for candidates for Director and candidates for Corporate
Auditor
The Group has voluntarily established a “Nomination and Remuneration Meeting” composed of a majorityof Outside Directors with the intent of securing objectivity and transparency regarding the determination of
selection and remuneration of Directors. Qualification and nomination procedures for candidates for Director
and candidates for Corporate Auditor are as follows.
(1) Qualifications for Directors and Corporate Auditors
1) Directors of the Company and subsidiary banks must be a person with superior personality, insights,
abilities, wealth of experience, and high ethics.
2) Corporate Auditors of the Company and subsidiary banks must be a person with superior personality,
insights, abilities, wealth of experience, and high ethics.
(2) Nomination procedures for Directors and Corporate Auditors
1) Candidates for Director of the Company are fairly, transparently, and stringently considered in the“Nomination and Remuneration Meeting,” and are determined by deliberation of the Board of
Directors of the Company based on the results of this consideration.
2) Candidates for Director of the subsidiary banks are fairly, transparently, and stringently considered in
the “Nomination and Remuneration Meeting,” and are determined by deliberation of the Board of
Directors of the each subsidiary bank based on the results of this consideration.
3) Candidates for Corporate Auditor of the Company are recommended by the Board of Directors of theCompany, and candidates are selected upon receiving approval from the Board of Corporate Auditorsof the Company.
4) Candidates for Corporate Auditor of the subsidiary banks are recommended by the Board of Directorsof the each subsidiary bank, and candidates are selected upon receiving approval from the Board of
Corporate Auditors of the each subsidiary bank.
(3) Summary of advisory results of selection and dismissal of candidates
When the “Nomination and Remuneration Meeting” conducts consideration of election and dismissal ofcandidates for Director, meeting members will directly assess each subject personnel as required, as wellas summarize the consideration results upon utilization of the internal evaluation documents, etc., of thesubsidiary banks.
2. Standards of independence regarding Outside Officers
The Group determines independence regarding Outside Directors and Outside Corporate Auditors basedon the following standards.
1. (1) The person is not an Executive Director, Executive Officer, or a manager or other employee(collectively hereinafter the “Business Executors, etc.”) of the Group, and was not a Business Executor,
etc., of the Group within 10 years prior to appointment.
However, for candidates for Outside Corporate Auditor, the requirement of not having been a
Non-executive Director (Note 1) of the Group within 10 years prior to appointment is added.
(2) For Outside Directors that were Non-executive Directors or Corporate Auditors of the Group within 10
years prior to appointment, these persons must not have been a Business Executors, etc., of the Group
within 10 years prior to appointment to that position.
For Outside Corporate Auditors that were Corporate Auditors of the Group within 10 years prior toappointment, these persons must not have been Business Executors, etc., or Non-executive Directors
within 10 years prior to appointment to that position.
(3) The party is not a spouse or a relative to within the second degree of an Officer, etc. (Note 2), manager
or other important employee (excluding those who are Officers, etc.)
2. The person is not a major shareholder (Note 3) of the Company or an Officer, etc., or employee (excluding
those who are Officers, etc.) of a company of which the Group is a major shareholder.
3. (1) The person does not hold the Group as a major transaction partner (Note 4) and is not the parent
company or a significant subsidiary, and if that person is a company, is not a Business Executor, etc., ofsaid company and was not a Business Executor, etc., within the past three years.
(2) The person is not a major transaction partner of the Group and is not the parent company or asignificant subsidiary, and if that person is a company, is not a Business Executor, etc., of said company
and was not a Business Executor, etc., within the past three years.
(3) The person is not an employee, etc., of an organization that receives donations, etc., over a certain
amount (an average of 10 million yen per annum for the past three years or 30% or more of averageannual expenses of said organization, whichever is higher) from the Group.
4. The person is not an Officer, etc., of a company, parent company of said company, or subsidiary of said17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.

18