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, 2023
(Start date of measures for electronic provision: May 31, 2023)
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 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 9th Annual General Meeting of Shareholders of the Tokyo Kiraboshi
Financial Group, Inc. (the “Company”) will be held for the purposes as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide
information electronically. Matters subject to electronic provision are posted on the following websites as“NOTICE OF CONVOCATION OF THE 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS.”• The Company’s website: https://www.tokyo-kiraboshifg.co.jp/english/others.html• Tokyo Stock Exchange, Inc. website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show* Please search for the Company either by entering “Tokyo Kiraboshi Financial Group” in the “Issue
name (company name)” bar or “7173” in the “Code” bar, and then select “Basic information,” followedby “Documents for public inspection/PR information.”• Net de Shoshu: https://s.srdb.jp/7173/

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 in the matters subject to electronic provision, and exercise your voting rights by
Wednesday, June 21, 2023 at 5:00 p.m. Japan time.
1. Date and Time:
2. Place:

Thursday, June 22, 2023 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 9th Fiscal Year (from1April 1, 2022 to March 31, 2023)
2. Non-consolidated Financial Statements for the Company’s 9th Fiscal Year(from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Election of Eight (8) Directors
Proposal No. 2: Election of One (1) Substitute Audit & Supervisory Board Member
4. Guide to Exercising Voting Rights:
Exercise of Voting Rights by Attending the Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Date and time of the Meeting: Thursday, June 22, 2023 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. If there is no indication of a vote for or against
a proposal on the Voting Rights Exercise Form, this will be treated as an indication of a vote for the
proposal.
Period for exercise: until 5:00 p.m. on Wednesday, June 21, 2023 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 Wednesday, June 21, 2023, Japan time.
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.

End◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
The venue is scheduled to open at 9:00 a.m.
◎ Should revisions arise for the matters subject to electronic provision, updated items will be posted on eachof the designated websites.
◎ Among the matters subject to electronic provision, the following matters are not described in the
documents provided to shareholders who requested a paper copy, in accordance with laws and regulations
as well as Article 18 of the Articles of Incorporation of the Company.
1) “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements2) “Notes to the Non-consolidated Financial Statements” of the Non-consolidated Financial Statements
Accordingly, the documents provided to shareholders who have requested a paper copy are a part of the
documents audited by the Audit & Supervisory Board Members and the Accounting Auditor during
preparation of the audit reports.
◎ 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.

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Eight (8) Directors
The terms of office of the eight (8) incumbent Directors will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors.
The candidates for Director are as follows:
Candidate
No.
1
2
3
4
5
6

Reappointment
Reappointment
Reappointment
Reappointment
New appointment
Reappointment

Hisanobu Watanabe
Hidenori Tsunehisa
Satoru Nobeta
Takeshi Miura
Takeshi Yoshino
Yuki Takahashi

7

Reappointment

Shoji Nishio

8

Reappointment

Shuya Nomura

Name

Current position at the Company

3

President
Vice 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
Hisanobu Watanabe
Branch, the Tokyo Tomin Bank, Limited
Common(Aug. 16, 1962)
stock
Jul.
2016 General Manager of Sales Strategy Division, Tokyo TY
5,051
Financial Group, Inc.
Reappointment
sharesExecutive Officer and General Manager of Business
Promotion Division, the Tokyo Tomin Bank, Limited1
Jun.
2017 Director and General Manager of Sales Strategy Division,
Tokyo TY Financial Group, Inc.
Director Managing Executive Officer, the Tokyo Tomin
Bank, LimitedMay
2018 Vice President, 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.

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

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

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
Common2014 Director Executive Officerstock2015 President and CEO
6,626
2016 Director, Tokyo TY Financial Group, Inc.
shares2018 Director, Tokyo Kiraboshi Financial Group, Inc.
Senior Managing Director, Kiraboshi Bank, Ltd.
2
Jun.
2021 Vice President, Tokyo Kiraboshi Financial Group, Inc.
Apr.
2022 Vice President, in charge of Corporate Planning Division
and Business Strategy Division (current position)
Apr.
2023 Deputy President, Kiraboshi Bank, Ltd. (current position)(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 Vice President of the Company and
Deputy President of Kiraboshi Bank, Ltd. The Company believes he will contribute to the continuous growth of
the Group and mid- to long-term improvement of its corporate value by utilizing his strong skills and broad insightto properly and fairly engage in the management and business operations of the Group. Based on these reasons, hehas been selected as a candidate for Director.

5

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1984 Joined the Industrial Bank of Japan, Limited
2002 Deputy General Manager of Operation Planning
Department, Mizuho Bank, Ltd.
Jul.
2003 Deputy General Manager of Corporate Planning Department
Apr.
2007 Deputy General Manager of Compliance Administration
Department, Mizuho Corporate Bank, Ltd.
Apr.
2010 General Manager of Asset Audit Department
Apr.
2012 General Manager of International Division, the Tokyo
Tomin Bank, Limited (seconded from Mizuho Corporate
Bank, Ltd.)
Apr.
2013 Joined the Tokyo Tomin Bank, Limited
General Manager of International DivisionJun.
2014 Director, Executive Officer and General Manager ofSatoru Nobeta
CommonOperations Administration Division(Aug. 24, 1960)
stock
Apr.
2016 Managing Director
5,689
Reappointment
Jun.
2016 Director, Tokyo TY Financial Group, Inc.
sharesJun.
2017 Senior Managing Director, the Tokyo Tomin Bank, LimitedMay
2018 Director, Tokyo Kiraboshi Financial Group, Inc.
3
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
Apr.
2022 Senior Managing Director, Tokyo Kiraboshi Financial
Group, Inc., in charge of Risk Management Division andPartnership Promotion Division (current position)
Apr.
2023 Director Senior Managing Executive Officer, Kiraboshi
Bank, Ltd. (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.

6

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 Branch2012 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.
Jan.
2016 General Manager of Merger Preparatory OfficeJun.
2017 Director Managing Executive Officer, the Tokyo Tomin
Takeshi Miura
CommonBank, Limited(Nov. 22, 1962)
stock
May
2018 General Manager of System Integration Preparatory Office
4,681
and Merger Preparatory Office, Tokyo Kiraboshi Financial
Reappointment
sharesGroup, Inc.
Managing Director of Kiraboshi Bank, Ltd.
4
Jul.
2018 Joint General Manager of System Integration Preparatory
Office, Tokyo Kiraboshi Financial Group, Inc.
Jun.
2021 Director Senior Executive Officer, Kiraboshi Bank, Ltd.
(current position)
Senior Managing Director, Kiraboshi Life Design Securities
Co., Ltd.
Jun.
2022 Director, Tokyo Kiraboshi Financial Group, Inc.
Apr.
2023 Director, in charge of Human Resources Division,
Corporate Communication Division, and Secretarial Office(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 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.

7

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1992 Joined the Tokyo Tomin Bank, Limited
2011 General Manager of Setagaya Branch2014 General Manager of Kayabacho Branch2016 General Manager of Shibuya Chuo Branch2018 General Manager of Shibuya Chuo Branch, Kiraboshi Bank,
Ltd.
Oct.
2018 General Manager of Shibuya Branch, Shibuya Chuo Branch
and Aoyamadori Branch
Dec.
2018 General Manager of Business Promotion Division
Apr.
2019 General Manager of Business Promotion DivisionAug.
2019 General Manager of Corporate Planning Division, Tokyo
Takeshi Yoshino
CommonKiraboshi Financial Group, Inc.
(Mar. 20, 1970)
stock
Apr.
2020 General Manager of Kanda Chuo Branch, Kiraboshi Bank,
1,470
Ltd.
New appointment Apr.
shares2021 Executive Officer, General Manager of Kanda Chuo Branch
Sep.
2021
Executive
Officer,
GeneralManager
of
Kanda
Chuo
Branch5
and Kanda BranchOct.
2022 General Manager of Internal Audit Division, Tokyo
Kiraboshi Financial Group, Inc.
Executive Officer, General Manager of Internal Audit
Division, Kiraboshi Bank, Ltd.
Apr.
2023 General Manager of Corporate Planning Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Director Executive Officer, General Manager of Corporate
Planning Division, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Takeshi Yoshino possesses a wealth of operational experience in the sales promotion division and audit
division, and as General Manager of branches, etc. of the Group. The Company believes he will contribute to thecontinuous 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.

8

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.
(current position)
6
Independent Director Apr.
2019 Chairman, National Housekeeping Service Association(current position)Aug.
2022 Director, YEEY Inc. (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.

9

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
Shoji Nishio
Division(May 13, 1952)
Apr.
2012 Executive Director, General Manager of SMEs DivisionDec.
2013 Executive Director, Head of Secretariat
CommonReappointment
Jun.
2016 Managing Director
stockOutside Audit & Supervisory Board Member, TOKYO—
Candidate for
FOOTBALL CLUB Co., Ltd.
shares
Outside Director
May2019 Outside Audit & Supervisory Board Member, WORLDTRADE CENTER BUILDING, INC.
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(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.

10

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Apr.

1989 Full-time Lecturer, Department of Law, Seinan-gakuin
University
Apr.
1992 Assistant Professor, Department of Law, Seinan-gakuin
University
Shuya Nomura
Apr.
1998 Professor, Faculty of Law, Chuo University(Apr. 12, 1962)
Apr.
2004 Professor, Graduate School of Law, Chuo University(current position)
CommonReappointment
Registered as attorney-at-law (Daini Tokyo Bar Association)
stock
Attorney, Mori Hamada & Matsumoto (current position)—
Candidate forJun.
2014 Outside Director, Mitsubishi UFJ Trust and Banking
shares
Outside Director
Corporation
8
Jun.
2016 Outside Director, Audit and Supervisory Committee
Independent Director
Member, Mitsubishi UFJ Trust and Banking CorporationJun.
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. He has 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.

9.

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, 2023). 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 six (6) years, four (4)years and two (2) years, respectively, at the conclusion of this Annual General Meeting of Shareholders.
Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Ms. Yuki Takahashi, 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.
Kiraboshi Bank, Ltd., a subsidiary bank of the Company, has transactions related to employee welfare with Bears Co., Ltd., where
Ms. Yuki Takahashi serves as Vice President and Director, and pays less than one million yen per annum as a subsidy for the use ofhousekeeping services for employees. This accounts for less than 1% of net sales of both Kiraboshi Bank, Ltd. and Bears Co., Ltd.
Therefore, it has been judged that she is independent from management of the Company.
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 less than one million yen per annum as legal fees. This accounts for less than 1% of net sales ofboth Kiraboshi Bank, Ltd. and Mori Hamada & Matsumoto, respectively. Therefore, it has been judged that he is independent frommanagement 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.

11

Proposal No. 2: Election of One (1) Substitute Audit & Supervisory Board Member
The effect of the election of Mr. Kenji Endo, who was elected as Substitute Audit & Supervisory Board
Member at the Annual General Meeting of Shareholders held on June 22, 2022, 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)
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 Auditor as defined by Article
436-2 of the Securities Listing Regulations of Tokyo Stock Exchange, Inc.

12

[Reference] Skill Matrix of Directors and Audit & Supervisory Board Members following the General
Meeting of Shareholders
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
Skill category
Name
Hisanobu
Watanabe
Hidenori
Tsunehisa
SatoruNobetaTakeshi
Miura
Takeshi
YoshinoKatsuya
Tsuboi
Hideki
UchidaPosition at theCompany

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

President●●

Vice President●●

Senior Managing
Director●

Director●

Director●

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

●

●

●

●

IT/
Systems/DX

Sustainability

Human
resource
strategy

●

●

●

●

●

●

●

●

●

●

●

●

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.

13●

(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.

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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.

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