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 5, 2020
To Shareholders with Voting Rights:
Keizo Ajioka
President
Tokyo Kiraboshi Financial Group, Inc.
9-2, Shinjuku 5-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 6TH ANNUAL GENERAL SHAREHOLDERS MEETING
We are pleased to inform you that the 6th Annual General Shareholders Meeting of the Tokyo Kiraboshi
Financial Group, Inc. (the “Company”) will be held for the purposes as described below.
Recently, the impact of the coronavirus disease (COVID-19) infection has been growing. In light of thecurrent situation, as a result of careful consideration, the Company has decided to hold the General
Shareholders Meeting with appropriate measures to prevent the infection.
In order to prevent the spread of the infection, the Company will limit the number of seats available at thevenue. On this account, we strongly encourage our shareholders to refrain from attending the meeting on thedate of the event to the extent possible.
When exercising your voting rights in writing (Voting Rights Exercise Form) or by electromagnetic means(the Internet, etc.), please review the Reference Documents for the General Shareholders Meeting describedhereinafter and exercise your voting rights by Thursday, June 25, 2020 at 5:00 p.m. Japan time.
1. Date and Time:
2. Place:

Friday, June 26, 2020 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m. Japan time)
Conference Room on 8th floor, Head Office (Aoyama Office) of Kiraboshi
Bank, Ltd.
10-43 Minamiaoyama 3-chome, Minato-ku, Tokyo, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board for the Company’s 6th Fiscal Year (from
April 1, 2019 to March 31, 2020)
2. Non-consolidated Financial Statements for the Company’s 6th Fiscal Year(from April 1, 2019 to March 31, 2020)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member

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: Friday, June 26, 2020 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 Thursday, June 25, 2020 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 Thursday, June 25, 2020, 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 Shareholders Meeting, 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 Shareholders Meeting
Proposal No. 1: Partial Amendments to the Articles of Incorporation
The head office of the Company is located in its Shinjuku Office building (head office location of former
Yachiyo Bank, Limited). In conjunction with the sales of said building to a third party, the Company plans to
relocate the head office to its Aoyama Office building (head office of current Kiraboshi Bank, Ltd.).
Accordingly, this Proposal requests approval of a partial amendment to the Article of Incorporation tochange the Company’s head office location.
“Articles of Incorporation” Comparison between the current and amended articles(Underlined parts are to be amended.)
Current
After Amendment
CHAPTER I. GENERAL PROVISIONSCHAPTER I. GENERAL PROVISIONS(Head office location)
Article 3
The head office of the Company shall be located in
Shinjuku-ku, Tokyo.

(Head office location)
Article 3
The head office of the Company shall be located in
Minato-ku, Tokyo.

3Proposal No. 2: Election of Eight (8) Directors
The terms of office of the nine (9) incumbent Directors will expire at the conclusion of this Annual
General Shareholders Meeting. Accordingly, in order to speed up decision-making processes, the Company
proposes to reduce the number of Directors by one and elect eight (8) Directors.
The candidates for Director are as follows:
Candidate
No.
1
2
3
4

Reappointment
Reappointment
Reappointment
New appointment

Keizo Ajioka
Hisanobu Watanabe
Yoshikazu Kitagawa
Satoru Nobeta

56Reappointment
Reappointment

Hidenori Tsunehisa
Ryuji Miura

7

Reappointment

Yuki Takahashi

8

Reappointment

Shoji Nishio

Name

Current position at the Company

4

President
Deputy President
Deputy President
Full-time Audit & Supervisory Board
MemberDirector
Director, Candidate for Outside Director,
Independent Director/Auditor
Director, Candidate for Outside Director,
Independent Director/Auditor
Director, Candidate for Outside Director,
Independent Director/Auditor

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1981 Joined Bank of Japan
2004 General Manager of Oita Branch2007 Advisor of Financial System and Bank Examination
Department
Jun.
2009 General Manager of Kanazawa BranchMay
2011 Executive Officer, the Tokyo Tomin Bank, LimitedJun.
2011 Executive Officer and General Manager of Nihonbashi
Branch OfficeJun.
2012 Managing Director and General Manager of Nihonbashi
Branch Office
CommonKeizo AjiokaJul.
2012 Managing Director and General Manager of Operations andstock(Apr. 25, 1957)
System Department
3,977
Jun.
2014 Senior Managing Director and General Manager ofsharesReappointment
Operations and System Department
Oct.
2014 Director, Tokyo TY Financial Group, Inc.
1
Apr.
2016 President, Tokyo TY Financial Group, Inc.
Vice President, the Tokyo Tomin Bank, Limited
Director, the ShinGinko Tokyo, Limited (part-time andnon-executive position)May
2018 President, in charge of Internal Audit Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Director, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Keizo Ajioka has played a key role in the decision-making regarding
overall corporate management of the Group as Director, and in April 2016, he was appointed President. As theCompany expects him to respond to significant issues regarding management of the Group and contribute toimprovement of corporate value of the Group by utilizing his experience and knowledge, he has been selected as a
candidate for Director.

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
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 Loan
Administration DivisionJun.
2014 Executive Officer and General Manager of Loan
Administration DivisionOct.
2014 General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
CommonHisanobu Watanabe Jun.
2015 Executive Officer and General Manager of Nihonbashi
stock(Aug. 16, 1962)
Branch Office, the Tokyo Tomin Bank, Limited
2,207
Jul.
2016 General Manager of Sales Strategy Division, Tokyo TY
sharesReappointment
Financial Group, Inc.
Executive
OfficerandGeneralManagerofBusiness2
Promotion Division, the Tokyo Tomin Bank, LimitedJun.
2017 Director and General Manager of Sales Strategy Division,
Tokyo TY Financial Group, Inc.
Director and Managing Executive Officer, the Tokyo Tomin
Bank, LimitedMay
2018 Deputy President, in charge of Business Strategy Division,
Tokyo Kiraboshi Financial Group, Inc. (current position)
President, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hisanobu Watanabe possesses operational experience in the business strategy division, as well as sales- andloan-related divisions, etc. of the Group. He also has a wealth of managerial experience as Deputy President of theCompany and 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. 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.

Number ofshares of theCompany held

1984 Joined Yachiyo Shinkin Bank
2006 General Manager of Jiyugaoka Branch, the Yachiyo Bank,
LimitedApr.
2010 General Manager of Fuchu BranchApr.
2013 General Manager of Kanda BranchApr.
2014 Executive Officer and General Manager of Kanda BranchApr.
2016 General Manager of Sales Strategy Division, Tokyo TY
Financial Group, Inc.
Executive Officer and General Manager of SalesManagement Division, the Yachiyo Bank, Limited
Yoshikazu Kitagawa
CommonApr.
2017
Executive Officer, General Manager of Sales Promotion(Sep. 3, 1961)
stock
Headquarters, and General Manager of Sales Management
1,300
Division, the Yachiyo Bank, Limited
Reappointment
sharesJun.
2017 Director and General Manager of Sales Strategy Division,
3
Tokyo TY Financial Group, Inc.
Director, Managing Executive Officer and General Manager
of Sales Promotion Headquarters, the Yachiyo Bank,
LimitedMay
2018 Deputy President, in charge of System Integration
Preparatory Office, Tokyo Kiraboshi Financial Group, Inc.
(current position)
Vice President, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Yoshikazu Kitagawa took charge of the sales strategy division of the Group in April 2016, and was appointed
Director in June 2017. He has been in charge of the System Integration Preparatory Office, etc. since May 2018.
He became Vice President of Kiraboshi Bank, Ltd., a subsidiary of the Company, in May 2018. He is expected toplay a central role in the establishment of a business structure for the Group. Based on these reasons, he has been
selected as a candidate for Director.

7

No.

Name
(Date of birth)

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

Satoru Nobeta(Aug. 24, 1960)
New appointment

Apr.

1984 Joined the Industrial Bank of Japan, Limited
2002 Deputy General Manager of Operation Planning
Department, Mizuho Bank, Ltd.
2003 Deputy General Manager of Corporate Planning Department
2007 Deputy General Manager of Compliance Administration
Department, Mizuho Corporate Bank, Ltd.
2010 General Manager of Asset Audit Department
2012 General Manager of International Division, the Tokyo
Tomin Bank, Limited (seconded from Mizuho Corporate
Bank, Ltd.)2013 Joined the Tokyo Tomin Bank, Limited
General Manager of International Division

Commonstock
4,411
shares

2014 Director, Executive Officer and General Manager ofOperations Administration Division
Apr.
2016 Managing DirectorJun.
2016 Director, Tokyo TY Financial Group, Inc.
Jun.
2017 Senior Managing Director, the Tokyo Tomin Bank, LimitedMay
2018 Director, Tokyo Kiraboshi Financial Group, Inc.
Jun.
2018 Full-time Audit & Supervisory Board Member (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Satoru Nobeta possesses extensive operational experience at the Group strategy division, the Merger
Preparatory Office, the risk management division, etc. He also has a wealth of experience gained throughsupervising of the management as full-time Audit & Supervisory Board Member. As the Company expects him tostrengthen its corporate governance and contribute to improvement of corporate value of the Group by utilizing
his experience to supervise its management, he has been selected as a candidate for Director.
Apr.
1987 Joined The Mitsubishi Bank, Ltd.
Nov.
1994 Assistant Vice President of Chicago BranchFeb.
2001 Manager, PricewaterhouseCoopers Consultants Co., Ltd.
Apr.
2004 Joined the ShinGinko Tokyo, Limited
Apr.
2007 Manager in charge of Planning GroupAug.
2008 Operating OfficerJun.
2009 Executive Officer
CommonHidenori Tsunehisa
Jun.
2014 Director and Executive Officer
stock(Feb. 12, 1963)
Jun.
2015 President and CEO
3,000
Apr.
2016 Director, Tokyo TY Financial Group, Inc.
sharesReappointment
May
2018 Director, in charge of Corporate Planning Division and
5
Collaboration Promotion Office, Business Strategy
Division, Tokyo Kiraboshi Financial Group, Inc. (current
position)
Senior Managing Director, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Hidenori Tsunehisa was appointed Director in April 2016 and has been in charge of the corporate planning
division since May 2018. He has a wealth of operational and management experience. As the Company expects
him to strengthen effectiveness of decision-making functions in the Board of Directors by utilizing his experienceand knowledge in determining significant issues regarding management of the Group, he has been selected as a
candidate for Director.
4

Jun.

Number ofshares of theCompany held

8

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1995 Joined Chuo Audit Corporation (Renamed to ChuoAoyama
Audit Corporation due to merger)
Mar.
2001 Seconded to Financial Crisis Response Office, Planning andManagement Division, Supervision Bureau, Financial
Services Agency as Deputy Director
Oct.
2003 Returned to ChuoAoyama Audit Corporation
Oct.
2004 Opened Miura Certified Public Accountant Office
Ryuji Miura
Partner, Legal Associates Inc.
(May 5, 1968)
Jul.
2006 Director, L.A. Consulting Inc.
Jun.
2011 Outside Audit & Supervisory Board Member, the Yachiyo
CommonReappointment
Bank, Limited
stock
Jun.
2012 Outside Auditor, THE OME SHINKIN BANK (current—
Candidate forposition)shares
Outside Director
6Jun.
2014 Outside Director, the Yachiyo Bank, LimitedOct.
2014 Outside Director, Tokyo TY Financial Group, Inc.
Independent
Apr.
2016 Representative Director, MeU Advisers Co. (current
Director/Auditor
position)May
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
(current position)Mar.
2019 Outside Director, bitFlyer, Inc. (current position)May2019 Outside Audit & Supervisory Board Member, bitFlyer
Blockchain, Inc. (current position)(to present)
Reasons for selection as a candidate for Director
In addition to advanced specialized knowledge as a certified public accountant, Mr. Ryuji Miura also has work
experience at financial administration authorities. He also has a wealth of experience as a corporate manager, andas the Company has judged that it can reflect his advanced insights in management in improving corporate
governance of the Company, he has been selected as a candidate for Outside Director.
Dec.
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.
7
(current position)
Independent
Apr.
2019 Chairman, National Housekeeping Service Association
Director/Auditor(current position)(to present)
Reasons for selection as a candidate for Director
Ms. Yuki Takahashi has served as a corporate manager of a housekeeping services provider, and due to her wealthof experience, including regarding the promotion of women’s participation and advancement in the workplace,lifestyle reform and creation of new businesses, she also holds key positions at various organizations. The Grouphas concluded that her knowledge can be reflected to improve the Group’s products and services, and therefore
she has been selected as a candidate for Outside Director.

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
Shoji Nishio
Apr.
2009 General Manager of SMEs Division(May 13, 1952)
Dec.
2010 Executive Director Status, General Manager of SMEs
Division
Apr.
2012 Executive Director, General Manager of SMEs Division
CommonReappointment
Dec.
2013 Executive Director, Head of Secretariat
stock
Jun.
2016 Managing Director (current position)—
Candidate forJun.
2016 Outside Audit & Supervisory Board Member, TOKYO
shares
Outside Director
FOOTBALL CLUB Co., Ltd. (current position)May2019 Outside Audit & Supervisory Board Member, WORLD
Independent
8
TRADE CENTER BUILDING, INC. (current position)
Director/AuditorJun.
2019 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
(current position)(to present)
Reasons for selection as a candidate for Director
Mr. Shoji Nishio serves as Managing Director and has held the positions as General Manager of SMEs
Regeneration Assistance Division and General Manager of SMEs Division at The Tokyo Chamber of Commerceand Industry. He has a wealth of experience in management consultation, regeneration assistance, businesssuccession, etc. for small and medium enterprises. The Group has concluded that his knowledge can be utilized inbusiness management support to the Group’s transaction partners and for measures to improve services, andtherefore he has been selected as a candidate for Outside Director.
(Notes)
1.
2.
3.
4.

5.

There are no special conflicts of interest between the Company and the candidates for Director.
Mr. Ryuji Miura, Ms. Yuki Takahashi and Mr. Shoji Nishio are candidates for Outside Director.
The terms of office of Mr. Ryuji Miura, Ms. Yuki Takahashi and Mr. Shoji Nishio as Outside Director will be five (5) years and nine(9) months, three (3) years and one (1) year, respectively, at the conclusion of this Annual General Shareholders Meeting.
Liability limitation agreements with Outside Directors
Liability limitation agreements have been concluded with Mr. Ryuji Miura, Ms. Yuki Takahashi and Mr. Shoji Nishio, and if they arereappointed 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.
If Mr. Ryuji Miura, Ms. Yuki Takahashi and Mr. Shoji Nishio are elected as Outside Directors, the Company plans to submit them as
Independent Directors/Auditors as defined by Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc.

10

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
The incumbent Audit & Supervisory Board Members Messrs. Mikio Makabe and Satoru Nobeta will
resign at the conclusion of this Annual General Shareholders Meeting. Accordingly, the election of two (2)Audit & Supervisory Board Members is proposed as substitutes for both Corporate Directors.
Under the provisions of Article 34 of the Company’s Articles of Incorporation, their terms of office, if
elected, will be the remainder of the terms of office of the retiring Audit & Supervisory Board Members.
Therefore, the terms of office of both Mr. Yukio Kasai, a substitute for Mr. Makabe and Mr. Toru Narata, asubstitute for Mr. Nobeta will be until the conclusion of the Annual General Shareholders Meeting to be heldin 2022.
Additionally, this proposal has received approval from the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.
1
2

Name
New appointment
New appointment

Current position at the Company

Yukio Kasai
Toru Narata

Director

11

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1980 Joined the Tokyo Tomin Bank, Limited
2002 General Manager of Musashikoyama Branch Office2005 Deputy General Manager of Compliance Administration
Office, Internal Audit DivisionOct.
2005 General Manager of Compliance Administration OfficeJul.
2007 General Manager of Compliance Office, Risk
Administration DivisionJul.
2009 Deputy General Manager and General Manager ofCompliance Office, Risk Administration DivisionJul.
2011 Associate Director, Deputy General Manager and General
Yukio Kasai
CommonManager of Compliance Office, Risk Administration(Sep. 26, 1957)
stock
Division
2,839
Jun.
2013 Associate Director, General Manager of Risk Administration
New appointment
sharesDivision and General Manager of Legal OfficeOct.
2014 Associate Director, General Manager of Risk Administration
1
Division and Senior Manager of Human Resource Division
General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
Jun.
2016 Full-time Audit & Supervisory Board Member, the Tokyo
Tomin Bank, LimitedMay
2018 Full-time Audit & Supervisory Board Member, Kiraboshi
Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Yukio Kasai was appointed General Manager of Risk Administration Division in June 2013 and full-time
Audit & Supervisory Board Member in June 2016 at the Tokyo Tomin Bank. Since its founding, he has also been
serving as full-time Audit & Supervisory Board Member at Kiraboshi Bank, Ltd., a subsidiary of the Company.
Thus, he has in-depth knowledge, insight, and experience in corporate auditing. As the Company believes he willplay a role in ensuring integrity and appropriateness of management in the Group, he has been selected as a
candidate for Audit & Supervisory Board Member.
Apr.
1983 Joined Yachiyo Shinkin Bank
Apr.
2008 General Manager of Asset Assessment Division, theYachiyo Bank, Limited
Apr.
2013 General Manager of Screening DivisionOct.
2014 General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
Apr.
2015 General Manager of Credit Division, the Yachiyo Bank,
CommonToru Narata
Limitedstock(Jul. 10, 1960)
Apr.
2016 Executive Officer and General Manager of Credit Division
2,100
Jun.
2017 Director, Tokyo TY Financial Group, Inc.
sharesNew appointment
Director, Managing Executive Officer and General Manager
of Credit Division, the Yachiyo Bank, Limited
2
May
2018 Director, in charge of Risk Management Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Senior Managing Director, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Since the Company’s founding in 2014, Mr. Toru Narata has been in charge of the risk management division, andwas appointed Director in June 2017. Thus, he has a wealth of experience in operations of overall risk
management. As the Company believes he will play a role in ensuring integrity and appropriateness ofmanagement in the Group by utilizing his experience and knowledge, he has been selected as a candidate for
Audit & Supervisory Board Member.
(Notes) There are no special conflicts of interest between the Company and the candidates for Audit & Supervisory Board Member.

12

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
The term of office of Substitute Audit & Supervisory Board Member Mr. Kenji Endo, who was elected at
the Annual General Shareholders Meeting held on June 27, 2019, will expire at the beginning of this Annual
General Shareholders Meeting. 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
Director/Auditor
Reasons for selection as a candidate for Substitute 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 provide these specialized views to
the Company’s auditing, the Company has selected him as a candidate for Substitute Audit & Supervisory Board
Member.
(Notes)
1.

2.
3.
4.

5.

The Board of Directors may resolve to cancel the effective appointment of the Audit & Supervisory Board Member with the consent
of the Audit & Supervisory Board only before the candidate assumes the position of Audit & Supervisory Board Member.
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.
If Mr. Kenji Endo is appointed as Outside Audit & Supervisory Board Member, the Company plans to submit him as Independent
Director/Auditor as defined by Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc.

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 the each subsidiary bank, and candidates are selected upon receiving approval
from the Audit & Supervisory Board of the each subsidiary bank.
(3) Dismissal procedures for Directors and CEO
1) Proposal for dismissal of Directors of the Company and the subsidiary banks is fairly, transparently,
and stringently considered in the “Nomination and Compensation Council” based on the below
standards of dismissal, and is determined by deliberation of the Board of Directors of each company
based on the results of this consideration.
<Standards in dismissal of Directors >i) In the case where a Director has committed, or has been recognized to commit, an act that violates
public order and morality, including the case where a Director is recognized to have a relationshipwith antisocial forcesii) In the case where a Director has violated laws and regulations or the Articles of Incorporation orother regulations of the Group, and has significantly damaged corporate value of the Group.
iii) In the case where significant interference has occurred in the execution of duties.
iv) In the case where a Director is considered to lack a qualification stipulated in the qualifications for
Director.
2) Proposal for dismissal of CEO of the Company and the subsidiary banks is fairly, transparently, andstringently considered, in principle, in the “Nomination and Compensation Council” based on thestandards in dismissal of Directors, and is determined by deliberation of the Board of Directors ofeach company.
(4) Summary of advisory results of selection and dismissal of candidates
When the “Nomination and Compensation Council” conducts consideration of election and dismissal ofcandidates for Director and CEO, meeting members will directly assess each subject personnel as required,as well as summarize the consideration results upon utilization of the internal evaluation documents, etc.,of the subsidiary banks.

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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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