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 6, 2022
To Shareholders with Voting Rights:
Hisanobu Watanabe
President
Tokyo Kiraboshi Financial Group, Inc.
10-43 Minamiaoyama 3-chome,
Minato-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 8TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 8th Annual General Meeting of Shareholders of the Tokyo Kiraboshi
Financial Group, Inc. (the “Company”) will be held for the purposes as described below.
For this year as well, in light of the situation of the novel coronavirus disease (COVID-19) infection, we
strongly encourage our shareholders to refrain from attending the General Meeting of Shareholders, giving toppriority to the safety of our shareholders.
Please be informed that the video streaming of the Meeting will be posted on the Company’s website at alater date.
You may exercise your voting rights in writing (by mailing the Voting Rights Exercise Form) or byelectromagnetic means (the Internet, etc.). Please review the Reference Documents for the General Meeting of
Shareholders described hereinafter and exercise your voting rights by Tuesday, June 21, 2022 at 5:00 p.m.
Japan time.
1. Date and Time:
2. Place:

Wednesday, June 22, 2022 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m. Japan time)
Conference Room on 8th floor, Head Office of Kiraboshi Bank, Ltd.
10-43 Minamiaoyama 3-chome, Minato-ku, Tokyo, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board for the Company’s 8th Fiscal Year (from
April 1, 2021 to March 31, 2022)
2. Non-consolidated Financial Statements for the Company’s 8th Fiscal Year(from April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation(Introduction of the System for Electronic Provision of Materials for General
Meetings of Shareholders)
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5: Partial Revision to the Performance-Linked Stock Compensation Plan for
Directors
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: Wednesday, June 22, 2022 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 Tuesday, June 21, 2022 Japan time.
Exercise of Voting Rights via the Internet, etc.
Please access the Company’s designated voting website (https://www.e-sokai.jp) using the “Voting Rights
Exercise Code” and “Password” on the enclosed Voting Rights Exercise Form, follow the instructions on
the voting website, and indicate your vote for or against the proposals within the period for exercise.
Period for exercise: until 5:00 p.m. on Tuesday, June 21, 2022, Japan time.
(1) Handling of Duplicate Voting
If you vote both in writing and via the Internet, etc., only your vote placed via the Internet will be valid.
In addition, if you submit your vote multiple times via the Internet, etc., only the last vote to arrive will bevalid.
(2) Internet Disclosure
Of the documents required to be attached to this Notice of Convocation, the “Notes to the
Non-consolidated Financial Statements” of the Non-consolidated Financial Statements and the “Notes to
the Consolidated Financial Statements” of the Consolidated Financial Statements are, in accordance withlaws and regulations as well as Article 18 of the Articles of Incorporation of the Company, posted on the
Company’s website (https://www.tokyo-kiraboshifg.co.jp/stock/shareholder.html) on the Internet and are
therefore not included with the documents attached to this Notice of Convocation.
Furthermore, the Non-consolidated Financial Statements and the Consolidated Financial Statements shownin the documents attached to this Notice of Convocation are a part of the documents audited by the
Accounting Auditor and the Audit & Supervisory Board Members during preparation of the Accounting
Auditor’s Report and the Audit & Supervisory Board Member’s Report.
End◎ When attending the meetings, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Additionally, to conserve resources, please bring this “Notice of Convocation” with you.
◎ Should revisions arise for the Reference Documents for the General Meeting of Shareholders, Business
Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, updated items will
be posted on the Company’s website (https://www.tokyo-kiraboshifg.co.jp/).
◎ On the day of the meeting, air conditioning shall be set at low levels to conserve electricity; we ask thatshareholders come dressed in light attire.
◎ The venue opens at 9:00 a.m.

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Partial Amendments to the Articles of Incorporation(Introduction of the System for Electronic Provision of Materials for General Meetings ofShareholders)
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 18, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 18, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents forthe general meeting of shareholders, etc. (Article 18 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
Reference: Electronic provision system
The system for electronic provision of materials for general meeting of shareholders will come into effect on
September 1, 2022.
The electronic provision system enables the Company to provide materials for general meeting ofshareholders* to shareholders by posting the materials on the Company’s website, etc. and sending
shareholders a written notice that states that the materials have been posted on the website, etc. together with
the URL for the website, etc.
*Materials for general meeting of shareholders refers to reference documents for the general meeting ofshareholders, business report, audit report, non-consolidated financial statements, and consolidated financial
statements.

3

2. Details of amendments
The details of the amendments are as follows.
Current(Internet disclosure and deemed provision ofreference documents for the general meeting ofshareholders, etc.)
Article 18 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

<Deleted>(Underlined parts are to be amended.)
After Amendments<Newly established>(Measures for electronic provision, etc.)
Article 18 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

<Newly established>(Supplementary provisions)
1. The deletion of Article 18 (Internet disclosureand deemed provision of reference documents
for the general meeting of shareholders, etc.) of
the current Articles of Incorporation and new
establishment of Article 18 (Measures forelectronic provision, etc.) currently proposed
shall come into effect on the date of enforcementof the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 18 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders or classmeeting of shareholders to be held on a datewithin six months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders or classmeeting of shareholders set forth in thepreceding paragraph, whichever is later.
4

Proposal No. 2: Election of Eight (8) Directors
The terms of office of the seven (7) incumbent Directors will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, in order to strengthen group management, the Company
proposes to increase the number of Directors by one and elect eight (8) Directors.
The candidates for Director are as follows:
Candidate
No.
1
2
3
4
5
6

Reappointment
Reappointment
Reappointment
New appointment
Reappointment
Reappointment

Hisanobu Watanabe
Hidenori Tsunehisa
Satoru Nobeta
Takeshi Miura
Nobuyuki Yasuda
Yuki Takahashi

7

Reappointment

Shoji Nishio

8

Reappointment

Shuya Nomura

Name

Current position at the Company

5

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

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1985 Joined the Tokyo Tomin Bank, Limited
2011 General Manager of Credit Supervisory Division2012 Associate Director and General Manager of Credit
Supervisory DivisionOct.
2013 Associate Director and General Manager of Credit
Management DivisionJun.
2014 Executive Officer and General Manager of Credit
Management DivisionOct.
2014 General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
Jun.
2015 Executive Officer and General Manager of Nihonbashi
Branch Office, the Tokyo Tomin Bank, Limited
Hisanobu Watanabe
CommonJul.
2016 General Manager of Sales Strategy Division, Tokyo TY(Aug. 16, 1962)
stock
Financial Group, Inc.
3,906
Executive Officer and General Manager of Business
Reappointment
sharesPromotion Division, the Tokyo Tomin Bank, LimitedJun.
2017 Director and General Manager of Sales Strategy Division,
1
Tokyo TY Financial Group, Inc.
Director Managing Executive Officer, the Tokyo Tomin
Bank, LimitedMay
2018 Deputy President, in charge of Business Strategy Division,
Tokyo Kiraboshi Financial Group, Inc.
President, Kiraboshi Bank, Ltd. (current position)
Jun.
2020 President, Tokyo Kiraboshi Financial Group, Inc.
Apr.
2021 President, in charge of Internal Audit Division and Digital
Strategy Division (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hisanobu Watanabe possesses operational experience in the business strategy division, digital strategy
division as well as sales- and loan-related divisions, etc. of the Group. He also has a wealth of managerial
experience as President of the Company and President of Kiraboshi Bank, Ltd. The Company believes he willcontribute to the continuous growth of the Group and mid- to long-term improvement of its corporate value by
utilizing his strong skills and broad insight to properly and fairly engage in the management and business
operations of the Group. Based on these reasons, he has been selected as a candidate for Director.

6

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

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

Number ofshares of theCompany held

1987 Joined The Mitsubishi Bank, Ltd.
1994 Assistant Vice President of Chicago Branch2001 Manager, PricewaterhouseCoopers Consultants Co., Ltd.
2004 Joined the ShinGinko Tokyo, Limited
2007 Manager in charge of Planning Group
2008 Operating Officer
2009 Executive Officer
2014 Director Executive Officer
2015 President and CEO
Common2016 Director, Tokyo TY Financial Group, Inc.
stock
2018 Director, Tokyo Kiraboshi Financial Group, Inc.
5,769
Senior Managing Director, Kiraboshi Bank, Ltd.
shares2021 Director, Tokyo Kiraboshi Financial Group, Inc.
Senior Managing Director, General Manager of Business2
Promotion Headquarters (in charge of Corporate Business
Promotion Headquarters), Kiraboshi Bank, Ltd. (current
position)Jun.
2021 Deputy President, Tokyo Kiraboshi Financial Group, Inc.
Apr.
2022 Deputy President, in charge of Corporate Planning Division
and Business Strategy Division(to present)
Reasons for selection as a candidate for Director
Mr. Hidenori Tsunehisa possesses operational experience in the corporate planning division, business strategy
division, etc. of the Group. He also has a wealth of managerial experience as Deputy President of the Company
and Senior Managing Director of Kiraboshi Bank, Ltd. The Company believes he will contribute to the continuous
growth of the Group and mid- to long-term improvement of its corporate value by utilizing his strong skills andbroad insight to properly and fairly engage in the management and business operations of the Group. Based onthese reasons, he has been selected as a candidate for Director.

7

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1984 Joined the Industrial Bank of Japan, Limited
2002 Deputy General Manager of Operation Planning
Department, Mizuho Bank, Ltd.
Jul.
2003 Deputy General Manager of Corporate Planning Department
Apr.
2007 Deputy General Manager of Compliance Administration
Department, Mizuho Corporate Bank, Ltd.
Apr.
2010 General Manager of Asset Audit Department
Apr.
2012 General Manager of International Division, the Tokyo
Tomin Bank, Limited (seconded from Mizuho Corporate
Bank, Ltd.)
Apr.
2013 Joined the Tokyo Tomin Bank, Limited
General Manager of International Division
CommonSatoru Nobeta
Jun.
2014 Director, Executive Officer and General Manager ofstock(Aug. 24, 1960)
Operations Administration Division5, 118Apr.
2016 Managing Director
sharesReappointment
Jun.
2016 Director, Tokyo TY Financial Group, Inc.
Jun.
2017 Senior Managing Director, the Tokyo Tomin Bank, Limited
3
May
2018 Director, Tokyo Kiraboshi Financial Group, Inc.
Jun.
2018 Full-time Audit & Supervisory Board MemberJun.
2020 Senior Managing Director
Jan.
2021 Director Executive Officer, Kiraboshi Bank, Ltd.
Jun.
2021 Director Senior Managing Executive Officer (current
position)
Apr.
2022 Senior Managing Director, Tokyo Kiraboshi Financial
Group, Inc., in charge of Risk Management Division andPartnership Promotion Division (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Satoru Nobeta possesses operational experience in the risk management division, partnership promotion
division, etc. of the Group. He also has a wealth of managerial experience as Senior Managing Director andfull-time Audit & Supervisory Board Member of the Company and Director of Kiraboshi Bank, Ltd. The
Company believes he will contribute to the continuous growth of the Group and mid- to long-term improvementof its corporate value by utilizing his strong skills and broad insight to properly and fairly engage in the
management and business operations of the Group. Based on these reasons, he has been selected as a candidate for
Director.

8

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1985 Joined the Tokyo Tomin Bank, Limited2010 General Manager of Tamagawagakuen Branch Office2012 Associate Director and Joint General Manager of Human
Resources DivisionJul.
2013 Associate Director and General Manager of Corporate
Planning DivisionJun.
2014 Executive Officer, General Manager of Corporate Planning
DivisionOct.
2014 General Manager of Corporate Planning Division, Tokyo
Kiraboshi Financial Group, Inc.
Takeshi Miura
CommonJan.
2016 General Manager of Merger Preparatory Office(Nov. 22, 1962)
stock
Jun.
2017 Director Managing Executive Officer, the Tokyo Tomin
3,824
Bank, Limited
New appointment May
Shares2018 Managing Director of Kiraboshi Bank, Ltd.
General Manager of System Integration Preparatory Office4and Merger Preparatory Office, Tokyo Kiraboshi Financial
Group, Inc.
Jul.
2018 Joint General Manager of System Integration Preparatory
OfficeJun.
2021 Director Senior Executive Officer, Kiraboshi Bank, Ltd.
(current position)
Senior Managing Director, Kiraboshi Life Design Securities
Co., Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Takeshi Miura possesses operational experience in the human resource division, public relations division as
well as market division, etc. of the Group. He also has a wealth of managerial experience as Director of Kiraboshi
Bank, Ltd. The Company believes he will contribute to the continuous growth of the Group and mid- to long-term
improvement of its corporate value by utilizing his strong skills and broad insight to properly and fairly engage inthe management and business operations of the Group. Based on these reasons, he has been selected as a candidate
for Director.

9

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1988 Joined Yachiyo Shinkin Bank
2010 General Manager of Corporate Planning Division, theYachiyo Bank, LimitedOct.
2014 General Manager of Group Strategy Division, Tokyo TY
Financial Group, Inc.
General Manager of Corporate Planning Division, in chargeof Tokyo TY FG, the Yachiyo Bank, LimitedJan.
2016 General Manager of Merger Preparatory Office, Tokyo TY
Financial Group, Inc.
Apr.
2016 Executive Officer, General Manager of Corporate Planning
Division, in charge of Tokyo TY FG, the Yachiyo Bank,
LimitedApr.
2017 General Manager of Corporate Planning Division, General
Manager of Merger Preparatory Office, Tokyo TY Financial
Group, Inc.
Executive Officer, General Manager of Corporate Planning
Division, the Yachiyo Bank, LimitedJun.
2017 Director Executive Officer, General Manager of Corporate
Planning Division, the Yachiyo Bank, Limited
Nobuyuki Yasuda
Common(May 27, 1964)
stock
May
2018 Director Executive Officer, Kiraboshi Bank, Ltd.
1,964
General Manager of Merger Preparatory Office, Tokyo
Reappointment
sharesKiraboshi Financial Group, Inc.
Jul.
2018 Director Executive Officer, General Manager of Shinjuku
5
Head Office Sales Division, Kiraboshi Bank, Ltd.
Oct.
2018 Director Executive Officer, General Manager of Shinjuku
Head Office Sales Division, General Manager ofHigashi-Shinjuku Branch and Nishi-Ohkubo Branch,
Kiraboshi Bank, Ltd.
Apr.
2020 General Manager of Corporate Planning Division, Tokyo
Kiraboshi Financial Group, Inc.
Director Executive Officer, General Manager of Corporate
Planning Division, Kiraboshi Bank, Ltd.
Jun.
2020 Director Managing Executive Officer, General Manager ofCorporate Planning Division, Kiraboshi Bank, Ltd.
Jun.
2021 Director and General Manager of Corporate Planning
Division, Tokyo Kiraboshi Financial Group, Inc. (current
position)
Director Managing Executive Officer, Kiraboshi Bank, Ltd.
(current position)(to present)
Reasons for selection as a candidate for Director
Mr. Nobuyuki Yasuda possesses operational experience in the corporate planning division, experience as General
Manager of branches, etc. of the Group. He also has a wealth of managerial experience as Director of theCompany and Director of Kiraboshi Bank, Ltd. The Company believes he will contribute to the continuous growthof the Group and mid- to long-term improvement of its corporate value by utilizing his strong skills and broad
insight to properly and fairly engage in the management and business operations of the Group. Based on thesereasons, he has been selected as a candidate for Director.

10

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

2003 Joined Bears Co., Ltd.
Senior Managing Director
Jul.
2009 Director, The Tokyo New Business Conference
Yuki TakahashiAug.
2013 Vice Chairman, Zenkoku Kaji Daiko Service Association(Apr. 25, 1969)
Oct.
2016 Vice President and Director, Bears Co., Ltd. (current
position)
CommonReappointment
Jun.
2017 Outside Director, Tokyo TY Financial Group, Inc.
stock
Apr.
2018 Vice Chairman, The Tokyo New Business Conference—
Candidate for(current position)
shares
Outside Director
May
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
6
(current position)
Independent Director
Apr.
2019 Chairman, National Housekeeping Service Association(current position)(to present)
Reasons for selection as a candidate for Outside Director and outline of expected role
Ms. Yuki Takahashi has served as a corporate manager of a housekeeping services provider, and due to her wealthof experience, including regarding the promotion of women’s participation and advancement in the workplace,lifestyle reform and creation of new businesses, she also holds key positions at various organizations. The Grouphas concluded that her knowledge can be reflected to improve the Group’s products and services, and therefore
she has been selected as a candidate for Outside Director.

11

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1978 Joined The Tokyo Chamber of Commerce and Industry
2006 General Manager of SMEs Regeneration AssistanceDivision
Apr.
2009 General Manager of SMEs DivisionDec.
2010 Executive Director Status, General Manager of SMEs
Division
Shoji Nishio
Apr.
2012 Executive Director, General Manager of SMEs Division(May 13, 1952)
Dec.
2013 Executive Director, Head of Secretariat
CommonJun.
2016 Managing Director
Reappointment
stock
Jun.
2016 Outside Audit & Supervisory Board Member, TOKYO—FOOTBALL CLUB Co., Ltd.
Candidate forsharesMay
2019 Outside Audit & Supervisory Board Member, WORLD
Outside Director
TRADE CENTER BUILDING, INC. (current position)
7
Independent Director Jun.
2019 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
(current position)
Jun.
2020 Outside Member of the Board, Tokyo Big Sight Inc.
Apr.
2021 Associate Advisor, The Tokyo Chamber of Commerce andIndustry (current position)(to present)
Reasons for selection as a candidate for Outside Director and outline of expected role
Mr. Shoji Nishio has held the positions as Managing Director, General Manager of SMEs Regeneration
Assistance Division and General Manager of SMEs Division at The Tokyo Chamber of Commerce and Industry.
He has a wealth of experience in management consultation, regeneration assistance, business succession, etc. forsmall and medium enterprises. The Group has concluded that his knowledge can be utilized in business
management support to the Group’s transaction partners and for measures to improve services, and therefore hehas been selected as a candidate for Outside Director.

12

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1989 Full-time Lecturer, Department of Law, Seinan-gakuin
University
Apr.
1992 Assistant Professor, Department of Law, Seinan-gakuin
University
Apr.
1998 Professor, Faculty of Law, Chuo University
Shuya Nomura
Apr.
2004 Professor, Graduate School of Law, Chuo University(April 12, 1962)(current position)
CommonRegistered as attorney-at-law (Daini Tokyo Bar Association)
New appointment
stock
Attorney, Mori Hamada & Matsumoto (current position)—
Jun.
2014 Outside Director, Mitsubishi UFJ Trust and Banking
Candidate forsharesCorporation
Outside Director
8Jun.
2016 Outside Director, Audit and Supervisory Committee
Independent Director
Member, Mitsubishi UFJ Trust and Banking Corporation(current position)Jun.
2021 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
(current position)(to present)
Reasons for selection as a candidate for Outside Director and outline of expected role
Mr. Shuya Nomura has specialized knowledge as a professor of a graduate school and also engages in corporate
legal affairs as an attorney. As he also held a number of various positions in public service, and possesses
extensive insight and abundant experience. The Group has concluded that his knowledge can be utilized for theoverall management of the Group, and therefore he has been selected as a candidate for Outside Director.
(Notes)
1.
2.
3.
4.
5.

6.

7.

8.

There are no special conflicts of interest between the Company and the candidates for Director.
The number of shares of the Company held by each candidate for Director is the number of shares as of the end of the current fiscal
year (March 31, 2022). This number includes their portions of shares held by the Tokyo Kiraboshi Financial Group Officers
Shareholding Association.
Ms. Yuki Takahashi, Mr. Shoji Nishio and Mr. Shuya Nomura are candidates for Outside Director.
The terms of office of Ms. Yuki Takahashi, Mr. Shoji Nishio and Mr. Shuya Nomura as Outside Director will be five (5) years, three(3) years and one (1) year, respectively, at the conclusion of this Annual General Meeting of Shareholders.
Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Ms. Yuki Takahashi, Mr. Shoji Nishio and Mr. Shuya Nomura, and if they
are reappointed as Outside Directors, these agreements will remain effective. A summary of the liability limitation agreements is asfollows.
• Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation, which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Audit & Supervisory Board Members to limit their liability for damages of Article 423, Paragraph 1of the Companies Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance contract
covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related tothe pursuit of such liability. If each candidate is appointed as Director, all of them will be covered as the insured under the insurance
contract. The Company plans to renew the insurance contract with the same contents at the next renewal.
The Group received consulting services on management from Mr. Shuya Nomura from October 2020 to June 2021 concerning theformulation of the Medium-term Business Plan, and has paid consultation fees of less than 5 million yen per annum. In addition,
Kiraboshi Bank, Ltd., a subsidiary bank of the Company, receives advice on legal affairs from Mori Hamada & Matsumoto to which
Mr. Shuya Nomura belongs, and pays legal fees in small amounts. However, combining with the fees paid to him, the total amounts
are less than 10 million yen per annum, which accounts for less than 1% of net sales of both Kiraboshi Bank, Ltd. and Mori Hamada& Matsumoto, respectively. Therefore, it has been judged that he is independent from management of the Company.
Ms. Yuki Takahashi, Mr. Shoji Nishio and Mr. Shuya Nomura fulfill the “Standards of independence regarding Outside Officers”
defined by the Company, and the Company has registered them as Independent Directors as defined by Article 436-2 of the Securities
Listing Regulations of Tokyo Stock Exchange, Inc. If they are elected as Outside Directors, they will continue to be Independent
Directors.

13

Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
The terms of office of the four (4) incumbent Directors will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of four (4) Audit & Supervisory Board Member
is proposed.
Additionally, this proposal has received approval from the Audit & Supervisory Board.
The candidates for Director are as follows:
Candidate
No.
1
2
3

New appointment
New appointment
Reappointment

Katsuya Tsuboi
Hideki Uchida
Nobuko Inaba

4

Reappointment

Kayo Todo

Name

Current position at the Company

Audit &
Supervisory
Board Member
Audit &
Supervisory
Board Member

14

Candidate for Outside Audit &Supervisory Board Member,
Independent Director
Candidate for Outside Audit &Supervisory Board Member,
Independent Director

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1984 Joined the Sanwa Bank, Limited (current MUFG Bank, Ltd.)2005 Joined MBIA Japan Limited, Director
2008 Joined Atradius Crédito y Caución S.A. de Seguros y
Reaseguros Japan Branch, General Manager of Credit
Department
Feb.
2010 Joined Moody’s Analytics Japan, Inc. Director (Training
Services)May
2010 Joined Citibank Japan Limited, General Manager of Credit
Department, Risk Management DivisionJun.
2012 Joined the ShinGinko Tokyo, Limited, General Manager ofCredit Division, Credit HeadquartersJan.
2016 Executive Officer, General Manager of Risk Management
Division and General Manager of Asset Assessment Office,CommonKatsuya Tsuboi
Risk Management Division
stock(Jan. 23, 1961)
May
2018 General Manager of Risk Management Division, Tokyo
1,845
Kiraboshi Financial Group, Inc.
sharesNew appointment
Executive Officer, General Manager of Risk Management
Division, Kiraboshi Bank, Ltd.
1
Apr.
2020 General Manager of Risk Management Division, Tokyo
Kiraboshi Financial Group, Inc.
General Manager of Risk Management Division, Kiraboshi
Bank, Ltd.
Jun.
2020 Full-time Audit & Supervisory Board Member, Kiraboshi
Bank, Ltd.
Dec.
2021 Audit & Supervisory Board Member, Kiraboshi Bank, Ltd.
(current position)
Full-time Audit & Supervisory Board Member, UI Bank
Co., Ltd. (current position)(to present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Katsuya Tsuboi possesses operational experience in the risk division, etc. of the Group. He also has extensive
operational knowledge and abundant experience as Full-time Audit & Supervisory Board Member of Kiraboshi
Bank, Ltd. and Full-time Audit & Supervisory Board Member of UI Bank Co., Ltd. The Company believes he willcontribute to the healthy and continuous growth of the Group by utilizing his broad insight to ensure the integrity
and appropriateness of the management of the Group. Based on these reasons, he has been selected as a candidate
for Audit & Supervisory Board Member.

15

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1987 Joined Yachiyo Shinkin Bank
2013 General Manager of Atsugi Branch, the Yachiyo Bank,
LimitedApr.
2014 General Manager of Human Resources DivisionJun.
2017 Executive Officer, General Manager of Human Resources
CommonHideki Uchida
Divisionstock(Nov. 7, 1962)
May
2018 Executive Officer, General Manager of Human Resources
1,176
Division, Kiraboshi Bank, Ltd.
sharesNew appointment
Apr.
2020 Executive Officer, General Manager of Shinjuku Head
Office Sales Division, General Manager of Higashi-Shinjuku
2
Branch and Nishi-Ohkubo BranchApr.
2022 Advisor (current position)(to present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Hideki Uchida possesses operational experience in the human resource division, experience as General
Manager of branches, etc. of the Group. He also has extensive operational knowledge. The Company believes hewill contribute to the healthy and continuous growth of the Group by utilizing his broad insight to ensure theintegrity and appropriateness of the management of the Group. Based on these reasons, he has been selected as a
candidate for Audit & Supervisory Board Member.

16

No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions
Oct.

Number ofshares of theCompany held

1993 Joined Century Audit Corporation (currently Ernst & Young
ShinNihon LLC)
Jul.
1999 Transferred to Banking Inspection Department, Financial
Supervisory Agency (currently Inspection Bureau, Financial
Services Agency)
Jul.
2001 Reinstated to ShinNihon Audit Corporation (currently Ernst& Young ShinNihon LLC)
Oct.
2005 Opened Inaba C.P.A. OfficeJul.
2007 Established PAS Co., Ltd. (currently Hayabusa Consulting
Nobuko Inaba
Co., Ltd.)(Sep. 28, 1966)
President, PAS Co., Ltd.(current position)
Nov.
2010 Established Hayabusa Audit Corporation
Senior Partner, Hayabusa Audit Corporation (current
Reappointment
Commonposition)
stock
Jun.
2014 Outside Corporate Auditor, the Yachiyo Bank, Limited
Candidate for—
Outside Director, THE TOWA BANK, LTD. (current
Outside Audit &sharesposition)
3 Supervisory Board
Oct.
2014 Outside Corporate Auditor, Tokyo TY Financial Group, Inc.
MemberDec.
2014 Senior Partner, HAYABUSA Tax Corporation (current
Independent Director
position)May
2018 Outside Corporate Auditor, Tokyo Kiraboshi Financial
Group, Inc. (current position)
Jun.
2019 Outside Corporate Auditor, DeNA Co., Ltd. (current
position)Jun.
2021 Outside Audit & Supervisory Board Member, Kanematsu
Corporation (current position)Jul.
2021 Senior Partner, Yasumori Accounting Firm (current
position)(to present)
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
As the Company expects Ms. Nobuko Inaba to reflect her advanced expertise as a certified public accountant anda wealth of insight in management as a corporate manager in the auditing structure of the Group, she has been
selected as a candidate for Outside Audit & Supervisory Board Member.

17

No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions
Apr.

Number ofshares of theCompany held

1997 Registered as attorney-at-law (Dai-Ichi Tokyo Bar
Association)
Kayo Todo
Joined KOHWA SOHGOH LAW OFFICES(May 4, 1970)
Jan.
2002 Partner, KOHWA SOHGOH LAW OFFICES (current
position)
Reappointment
Oct.
2008 Civil Conciliator, Tokyo District Court (part-time judge)
CommonOct.
2014 Outside Corporate Auditor, Tokyo TY Financial Group, Inc.
stock
Candidate forJun.
2015 Outside Corporate Auditor, JAPAN POST TRANSPORT—
Outside Audit &Co., Ltd. (current position)
shares4 Supervisory Board
Jun.
2017 Outside Director, GMO CLICK Holdings, Inc. (currently
Member
GMO Financial Holdings, Inc.) (current position)May
2018 Outside Corporate Auditor, Tokyo Kiraboshi Financial
Independent Director
Group, Inc. (current position)(to present)
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Ms. Kayo Todo has been performing her duties as a partner of a law office. As the Company expects her to
conduct objective and neutral audits on legality of management execution, etc. from her professional perspective
as an attorney-at-law, she has been selected as a candidate for Outside Audit & Supervisory Board Member.
(Notes)
1.
2.

3.
4.
5.

6.

7.

8.

There are no special conflicts of interest between the Company and the candidates for Audit & Supervisory Board Member.
The number of shares of the Company held by each candidate for Audit & Supervisory Board Member is the number of shares as ofthe end of the current fiscal year (March 31, 2022). This number includes their portions of shares held by the Tokyo Kiraboshi
Financial Group Officers Shareholding Association.
Ms. Nobuko Inaba and Ms. Kayo Todo are candidates for Outside Audit & Supervisory Board Member.
The terms of office of Ms. Nobuko Inaba and Ms. Kayo Todo as Outside Audit & Supervisory Board Members will be seven (7)years and nine (9) months respectively at the conclusion of this Annual General Meeting of Shareholders.
Liability limitation agreements with Outside Audit & Supervisory Board Member
Liability limitation agreements have been concluded with Ms. Nobuko Inaba and Ms. Kayo Todo, and if they are reappointed as
Outside Audit & Supervisory Board Members, these agreements will remain effective. A summary of the liability limitationagreements is as follows.
• Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation, which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Audit & Supervisory Board Members to limit their liability for damages of Article 423, Paragraph 1of the Companies Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance contract
covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related tothe pursuit of such liability. If each candidate is appointed as Audit & Supervisory Board Member, all of them will be covered as theinsured under the insurance contract. The Company plans to renew the insurance contract with the same contents at the next renewal.
Kiraboshi Bank, Ltd., a subsidiary bank of the Company, has concluded individual contracts with attorneys who belong to KOHWA
SOHGOH LAW OFFICES (the law office at which Ms. Todo works) other than Ms. Todo, to receive legal advice on businessmatters as necessary, and Kiraboshi Bank, Ltd. pays legal fees to such individual attorneys. However, there is no contractual
relationship for legal services between Kiraboshi Bank, Ltd. and the law office as well as Ms. Todo, and Kiraboshi Bank, Ltd. does
not pay any legal fees to the law office and Ms. Todo. Therefore, it has been judged that she is independent from management of theCompany.
Ms. Nobuko Inaba and Ms. Kayo Todo fulfill the “Standards of independence regarding Outside Officers” defined by the Company,
and the Company has registered them as Independent Directors as defined by Article 436-2 of the Securities Listing Regulations ofTokyo Stock Exchange, Inc. If they are elected as Outside Audit & Supervisory Board Member, they will continue to be Independent
Directors.

18

Proposal No. 4:

Election of One (1) Substitute Audit & Supervisory Board Member

The effect of the election of Mr. Kenji Endo, who was elected as Substitute Audit & Supervisory Board
Member at the Annual General Meeting of Shareholders held on June 29, 2021, will expire at the beginningof this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Substitute Outside
Audit & Supervisory Board Member is proposed to prepare for the case where the number of Audit &Supervisory Board Members falls below the number required by law.
Additionally, this proposal has received approval from the Audit & Supervisory Board.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Kenji Endo
(May 5, 1965)
Reappointment
Candidate for
Substitute Audit &Supervisory Board
MemberPast experience, positions,and significant concurrent positions
Mar.
Apr.
Mar.
Jan.

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

Number ofshares of theCompany held

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

5.

6.

The Board of Directors may resolve to cancel the election with the consent of the Audit & Supervisory Board only before thecandidate assumes office.
There are no special conflicts of interest between the Company and the candidate for Substitute Outside Audit & Supervisory Board
Member.
Mr. Kenji Endo is a candidate for Substitute Outside Audit & Supervisory Board Member.
Liability limitation agreements with Substitute Outside Audit & Supervisory Board Members
If Mr. Kenji Endo is appointed as Outside Audit & Supervisory Board Member, the Company plans to conclude a liability limitationagreement with him. A summary of the liability limitation agreements is as follows.
• Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Audit & Supervisory Board Members to limit their liability for damages of Article 423, Paragraph 1of the Companies Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance contract
covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related tothe pursuit of such liability. If Mr. Kenji Endo is appointed as Outside Audit & Supervisory Board Member, he will be covered as theinsured under the insurance contract. The Company plans to renew the insurance contract with the same contents at the next renewal.
Mr. Kenji Endo fulfills the “Standards of independence regarding Outside Officers” defined by the Company, and if he is appointed
as Outside Audit & Supervisory Board Member, the Company plans to register him as Independent Director as defined by Article
436-2 of the Securities Listing Regulations of Tokyo Stock Exchange, Inc.

19

[Reference] Skill Matrix of Candidates for Director and Audit & Supervisory Board Member
The Company selects candidates for Director who have excellent character, insight, ability, and abundant
experience. The Company ensures the overall balance and diversity of the Board of Directors by appointing
individuals from various backgrounds without distinguishing between gender, nationality, age, or other factors,
from the perspective of contributing to the mid- to long-term improvement of the Group’s corporate value andachieving its management strategy (Medium-Term Business Plan).
The Company selects candidates for Audit & Supervisory Board Member who have excellent character,insight, ability, abundant experience and high ethical standards, as well as the necessary knowledge of finance,accounting and legal affairs.
The Company believes that the knowledge, experience, and abilities that the Board of Directors shouldhave in order to achieve the Group’s Medium-Term Business Plan differ regarding some of the skills requiredof internal and outside officers, and has established the following eight skill items for internal and outside
officers, respectively. When appointing Directors, the Company bases its considerations on ensuring a
combination of Directors with diverse knowledge and backgrounds, in order to make important decisions
concerning the Company’s mid- to long-term management direction and business strategies, and to ensure ahigh level of supervision of effectiveness.
■ Internal Officers
Name
Hisanobu
Watanabe
Hidenori
Tsunehisa
SatoruNobetaTakeshi
Miura
Nobuyuki
YasudaKatsuya
Tsuboi
Hideki
UchidaPosition at theCompany

Skill category
Risk
Corporate
Sales/
Finance/management/
management Marketing
Accounting
Compliance

Sustainability

Human
resource
strategy

●

●

●

●

●

●

●

●

●

●
●

President●●

Deputy President●●

Senior Managing
Director●

Director●●

Director●●

Full-time Audit& Supervisory
Board Member
Audit &
Supervisory
Board Member●

IT/
Systems/
DX

●

●

●

Markets

●
●

●

●

●

●

●

●

■ Outside Officers
Skill category
Name

Position at theCompany

Yuki Takahashi Outside Director
Shoji
NishioShuya
NomuraNobuko
Inaba
Kayo
Todo

Corporate
management

Legal
affairs

Finance/
Accounting●

Outside Director●

Outside Director●

OutsideAudit &
Supervisory
Board Member
OutsideAudit &
Supervisory
Board Member

Local
economy/Government

Sustainability

●
●
●

Human
resource
strategyMarkets

●
●

●

●

●

●

IT/
Systems/
DX●●(Note) The above matrix does not represent all the knowledge and experience possessed by each individual.

20●

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

21

2. Standards of independence regarding Outside Officers
The Group determines independence regarding Outside Directors and Outside Audit & Supervisory Board
Members based on the following standards.
1. (1) The person is not an Executive Director, Executive Officer, or a manager or other employee(collectively hereinafter the “Business Executors, etc.”) of the Group, and was not a Business Executor,
etc., of the Group within 10 years prior to appointment.
However, for candidates for Outside Audit & Supervisory Board Member, the requirement of nothaving been a Non-executive Director (Note 1) of the Group within 10 years prior to appointment is
added.
(2) For Outside Directors that were Non-executive Directors or Audit & Supervisory Board Members of
the Group within 10 years prior to appointment, these persons must not have been a Business
Executors, etc., of the Group within 10 years prior to appointment to that position.
For Outside Audit & Supervisory Board Members that were Audit & Supervisory Board Members of
the Group within 10 years prior to appointment, these persons must not have been Business Executors,
etc., or Non-executive Directors within 10 years prior to appointment to that position.
(3) The person is not a spouse or a relative to within the second degree of an Officer, etc. (Note 2),
manager or other important employee (excluding those who are Officers, etc.)
2. The person is not a major shareholder (Note 3) of the Company or an Officer, etc., or employee (excluding
those who are Officers, etc.) of a company of which the Group is a major shareholder.
3. (1) The person does not hold the Group as a major transaction partner (Note 4) and is not the parent
company or a significant subsidiary, and if that person is a company, is not a Business Executor, etc., ofsaid company and was not a Business Executor, etc., within the past three years.
(2) The person is not a major transaction partner of the Group and is not the parent company or asignificant subsidiary, and if that person is a company, is not a Business Executor, etc., of said company
and was not a Business Executor, etc., within the past three years.
(3) The person is not an employee, etc., of an organization that receives donations, etc., over a certain
amount (an average of 10 million yen per annum for the past three years or 30% of average annual
expenses of said organization, whichever is higher) from the Group.
4. The person is not an Officer, etc., of a company, parent company of said company, or subsidiary of said
company that receives Officers, etc., from the Group.
5. The person is not the Accounting Auditor of the Group or an employee, etc., of said Accounting Auditor
and was not responsible for the audit operations of the Group within the past three years as said employee,etc.
6. The person is an attorney, certified public accountant, or other consultant, etc., who has not received morethan an average of 10 million yen per annum for the past three years aside from officer remuneration in
cash or other property as profit from the Group. Additionally, the person is not an employee, etc., of anadvisory firm such as a legal office, etc., that holds the Group as a major transaction partner (an advisory
firm that received payment from the Group of 2% or more of its consolidated net sales on average over the
past three fiscal years).
7. The person is not a person with which a constant, substantial conflict of interest with general shareholdersof the Company may arise for reasons other than those considered above.
(Note 1) A “Non-executive Director” refers to Directors that are not Executive Directors.
(Note 2) An “Officer, etc.,” refers to Directors (including Outside Directors), Audit & Supervisory Board
Members (including Outside Audit & Supervisory Board Members), Executive Officers, Counselors,
and Advisors.
(Note 3) A “major shareholder” is a person or company, etc., that directly or indirectly possessed or possesses
voting rights equal to 10% or more of total voting rights as of the end of the most recent fiscal year.
(Note 4) A “major transaction partner” is determined on the standard of 2% or more of annual consolidated
net sales (annual consolidated ordinary income for the Company) as of the end of the most recent
fiscal year.

22

Proposal No. 5: Partial Revision to the Performance-Linked Stock Compensation Plan for Directors
1. Reasons for the Proposal and Reasons for Judging the Said Revision to Be Reasonable
Compensation for Directors of the Company comprises “fixed compensation,” “performance-linked
compensation (cash compensation)” and “performance-linked compensation (stock compensation),” ofwhich a plan for “performance-linked compensation (stock compensation)” (hereinafter, the “Plan”) was
introduced following approval at the 4th Annual General Meeting of Shareholders held on June 28, 2018.
Shareholders are asked to give approval for the partial revision of this Plan. We would also like to ask
shareholders to entrust the determination of the details within the framework below to the Board of
Directors.
The Plan was introduced aiming to make the linkage of compensation for Directors to performance andshare value of the Company clearer and raising the willingness of Directors to contribute to the expansion of
medium- and long-term performance and the improvement of corporate value by sharing profits and risks
resulting from the fluctuations in stock prices with our shareholders. The Company is aiming to further
improve the incentive effect by changing the timing of the delivery of the Company’s shares to Directors
under this Plan from the time of retirement to the time of taking up appointment, and by attaching
restrictions on the transfer of such shares until retirement.
The Board of Directors of the Company, at a meeting held on June 28, 2018, established a policy for
determining the content of compensation, etc. for individual Directors, an overview of which is describedfrom pages 51 to 53 of the Business Report, and the Company does not intend to change this policy if this
proposal is approved. The details in this proposal are necessary and reasonable to pay compensation, etc.
consistent with this policy. Based on the above, the Company believes that the details in this proposal areappropriate.
The persons subject for this Plan shall continue to be Directors, excluding Outside Directors. If Proposal
No. 2: “Election of Eight (8) Directors” is approved as originally proposed,] the number of Directors subject
to this Plan will be five (hereinafter, “Directors” shall not include Outside Directors).
2. Amounts of Compensations and Others under the Plan
(1) Overview of the Plan
The Plan is a performance-linked stock compensation plan under which a trust established and fundedby cash contributed by the Company (the trust has already been established, hereinafter, the “Trust”)
acquires the Company’s shares (common stock of the Company, and the same shall apply hereinafter), andthe Company’s shares in the number equivalent to the number of points granted by the Company to each
Director will be delivered to each Director.
The timing of delivery of the Company’s shares to Directors under the Plan was originally set at thetime of their retirement. If this proposal is approved as originally proposed, the Company’s sharesequivalent to the points to be granted to Directors as compensation for the execution of their duties during
the period after this General Meeting of Shareholders shall be delivered, not at the time when they retire,
but within a specified period (within the fiscal year during which points are granted in principle) after
each date on which points are granted (each fiscal year in principle), and shares shall be subject torestrictions on transfer during the period until their retirement. In this proposal, “retirement” means
retirement from a Director of the Company or any other position determined by the Board of Directors.
(2) Upper limit of cash to be contributed by the Company
The Company extended the applicable period for the Plan and extended the trust period for the Trustby two years and eight months, based on a resolution (hereinafter, the “Original Resolution”) on the Plan
at the 4th Annual General Meeting of Shareholders held on June 28, 2018 (the Trust is due to end on April
30, 2024). During this two-year and eight-month period, the Company will make additional contributionsof cash to the Trust of up to 229 million yen, as funds to acquire the Company’s shares necessary fordelivery to Directors under the Plan. When extending the trust period, the Company made additional
contributions to the Trust of funds to acquire the Company’s shares necessary for delivery to Directors
under the Plan prior to the changes in this proposal. However, if the number of the Company’s shares in
the Trust is expected to be insufficient for the number of the Company’s shares to be delivered to the
Directors under the Plan, further contribution may be added within the limit of such maximum amount.
Furthermore, shares already acquired by the Trust’s trustee based on the Original Resolution may bedelivered to Directors under the Plan as revised by this proposal.
In addition, at the expiration of the trust period (the trust period is currently due to end on April 30,
2024, but if the Plan is continued by extending the trust period through the following procedures, at the
expiration of the extended trust period), the Trust may be continued each time by extending the trust
period up to three years by resolution of the Board of Directors of the Company (including a case where
23the trust period will be practically extended by transferring trust assets of the Trust to a trust to beestablished by the Company for the same purpose as that of the Trust; the same shall apply hereinafter). In
such a case, the Company will make additional contributions of cash to the Trust within the limit of theamount obtained by multiplying 86 million yen by the number of years of the extended trust period, as
funds to acquire the Company’ shares necessary for delivery to Directors under the Plan. In addition, in
this case, the applicable period will be extended in accordance with such continuation of the Trust andextension of the trust period, and grant of points and delivery of the Company’ shares described in (3)below will be continued within the extended trust period.
Even if the Trust is not continued, if there are Directors, who have been provided with points under thePlan prior to the changes, but who have not yet retired at the end of the trust period, the trust period of theTrust may be extended until the said Directors retire and delivery of the Company’ shares is complete.
(3) Calculation method and upper limit of the Company’ shares to be delivered to Directors
1) Granting method, etc. of points for Directors
Pursuant to share delivery regulations to be established by the Board of Directors of the Company,
the Company will grant points to each Director in accordance with his/her position, degree ofachievement for performance targets, etc. on the point granting day (every fiscal year, in principle),
which is specified in the share delivery regulations, during the trust period.
However, the upper limit of the total number of points to be granted to Directors by the Company
will be 73,000 points per fiscal year, the same as the Original Resolution.
2) Delivery of the Company’ shares in accordance with the number of points granted
The Company’ shares will be delivered to Directors in accordance with the number of points
granted in 1) above, through the procedures described in 3) below. (However, the Company’s shares inproportion to the points granted as consideration for the execution of duties during the period prior tothis General Meeting of Shareholders under the Plan before the changes will be delivered inaccordance with the Original Resolution.)
One point is equivalent to one share of the Company. However, if events occur, including a share
split or stock consolidation, which rationally require adjustment of the number of the Company’s
shares per point, adjustment will be made in accordance with the split ratio or consolidation ratio, etc.
to the number of the Company’s shares per point.
3) Delivery of the Company’ shares to Directors
Each Director will, subject to the condition of concluding an agreement on the restriction of sharetransfer described in 3. below with the Company and having taken other prescribed procedures, inprinciple, acquire beneficiary rights of the Trust each fiscal year during the trust period (each time thepoints described in 1) above are granted, within the fiscal year during which points are granted inprinciple), and receive delivery of the Company’s shares stated in 2) above from the Trust. However,as stated in 2) above, for the Company’s shares in proportion to the points granted as consideration for
the execution of duties during the period prior to this General Meeting of Shareholders Meeting under
the Plan before the changes, each Director will, in principle, take specified procedures at the time ofretirement to acquire beneficiary rights of the Trust and receive delivery from the Trust in accordancewith the Original Resolution.
Further, in the event where the Company’ shares in the Trust are converted into money in somecases, including a case where a tender offer for the Company’ shares in the Trust is accepted andsettled, money may be delivered instead of the Company’ shares.
(4) Exercise of voting rights
Based on the direction of the trust administrator who is independent of the Company and Officers of
the Company, voting rights for the Company’s shares in the Trust shall not be exercised uniformly. Thismethod is aimed at ensuring the neutrality in management of the Company concerning the exercise of
voting rights for the Company’s shares in the Trust.
(5) Handling of dividends
Dividends paid on the Company’s shares in the Trust will be received by the Trust and appropriated forthe payment of expenses to acquire the Company’s shares, trust fees of the trustee pertaining to the Trust,etc.
3. Agreement on the restriction of transfer of the Company’s shares delivered to Directors
If this proposal is approved as originally proposed, the Company and Directors will conclude anagreement on the restriction of share transfers (hereinafter, “Share Transfer Restriction Agreement”) that
includes the following details (the Company’s shares will be delivered to each Director on the condition of
concluding a Share Transfer Restriction Agreement) regarding the Company’s shares to be delivered as24

consideration for the execution of duties during the period after this General Meeting of Shareholders inproportion to the points granted in accordance with 2. (3) 1) above.
However, if the Company’s shares are delivered under this Plan after retirement, such as when a Director
retires during a period of execution of duties subject to points to be granted, the Company’s shares will bedelivered without any restrictions on transfer. A certain ratio of the Company’s shares may be delivered in
cash instead of the Company’ shares, after the Company sells them and converts into money under the Trustfor the purpose of deducting funds to pay withholding income tax, etc. from income at source.
(1) Transfer restriction period
Directors must not transfer, establish collateral, or otherwise dispose of (hereinafter, “Transfer
Restrictions”) the Company’s shares delivered under this Plan (hereinafter, “Delivered Shares”) during theperiod from the date of delivery (or each date delivered if delivered multiple times) until the date ofretirement (hereinafter, the “Transfer Restriction Period”).
During the Transfer Restriction Period, Directors shall manage the Delivered Shares in an account at astockbroker designated by the Company for the purpose of managing the Delivered Shares separatelyfrom shares already held by Directors.
(2) Acquisition of Delivered Shares without contribution
1) If a Director attempts to dispose of all or some of the Delivered Shares by transfer, provision as
collateral or any other method, in breach of the Transfer Restrictions, the Company willautomatically acquire all of the Delivered Shares without contribution.
2) If a Director falls under any of i) to iv) below during the Transfer Restriction Period, the Company
will automatically acquire all of the Delivered Shares without contribution at the time when the
Director falls under i) to iv).
i) When a Director is sentenced to imprisonment or a heavier punishmentii) When a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings
or other similar proceedings is filed against a Directoriii) When a Director is subject to a petition for seizure, provisional seizure, provisional disposition,
compulsory execution or auction, or is subject to a disposition for delinquency of taxes andpublic duesiv) When a Director resigns from the position of Director due to reasons other than justifiablereasons such as the expiration of term, mandatory retirement age, death.
3) If a Director falls under either i) or ii) below during the Transfer Restriction Period, the Company
will automatically acquire all of the Delivered Shares without contribution, by giving written noticeto the Director that it will acquire the Delivered Shares without contribution, upon the arrival ofsuch notice.
i) If the Company’s Board of Directors determines that a Director has been engaged in a businessthat competes with the business of the Company or the Group, or has been appointed as an
officer or employee of a corporation or other organization that competes with the business of theCompany or the Group (except when prior written consent has been obtained from theCompany)ii) If the Board of Directors of the Company determines that a Director has violated laws andregulations, internal rules of the Company or the Group, or the Share Transfer Restriction
Agreement in a material aspect, or the Board of Directors of the Company otherwise determinesthat it is appropriate for the Company to acquire the Delivered Shares without contribution(3) Handling when reorganizing, etc.
If any of the matters set forth in i) to vi) below are approved by a General Meeting of Shareholders of
the Company (or by the Board of Directors if approval of a General Meeting of Shareholders is not
required in the case of ii), and in the case of iv)) during the Transfer Restriction Period (limited to when
the date set forth in i) to vi) below (hereinafter, the “Effective Date of the Reorganization, etc.”) falls prior
to the expiration of the Transfer Restriction Period), notwithstanding the above, the Transfer Restrictions
will be lifted for the Delivered Shares at the time immediately preceding the business day prior to the
Effective Date of Reorganization, etc.
i) Merger agreement in which the Company is the disappearing company: effective date of themergerii) Absorption-type company split agreement or incorporation-type company split plan in which theCompany is the splitting company (limited to when the Company delivers all or some of the split
consideration to be delivered following the company split to the Company’s shareholders on theeffective date of the company split): effective date of the company splitiii) Share exchange agreement or share transfer plan in which the Company becomes a wholly
owned subsidiary: effective date of share exchange or share transfer
25iv) Share consolidation (limited to when the Delivered Shares held by Directors following theconsolidation of shares is only a fraction of less than one share): effective date of shareconsolidationv) Acquisition of all of the Company’s common stock by attaching to the Company’s common
stock a class-wide call for acquisition provision provided for in Article 108, Paragraph (1), Item(vii) of the Companies Act: acquisition date stipulated in Article 171, Paragraph (1), Item (iii) of
the Companies Actvi) Demand for a cash-out targeting the Company’s common stock (meaning a demand for acash-out set forth in Article 179, Paragraph (2) of the Companies Act: acquisition date stipulated
in the Article 179-2, Paragraph (1), Item (v) of the Companies Act(4) Other matters established by the Board of Directors
In addition to the above, the Share Transfer Restriction Agreement will include the method of
manifestation of intention and notification, the method of revising the Share Transfer Restriction
Agreement, and other matters established by the Board of Directors.

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