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 8, 2018
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 4TH ANNUAL GENERAL SHAREHOLDERS MEETING
You are cordially invited to attend the 4th Annual General Shareholders Meeting of the Tokyo Kiraboshi
Financial Group, Inc (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meetings, you can exercise your voting rights in writing (Voting Rights
Exercise Form) or by electromagnetic means (the Internet, etc.). Please review the Reference Documents for
the General Shareholders Meeting (described hereinafter) and exercise your voting rights by Wednesday, June27, 2018 at 5:00 p.m. Japan time.
1. Date and Time:
2. Place:

Thursday, June 28, 2018 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m. Japan time)
Conference Room on 8th floor, Head Office (Aoyama Office) of Kiraboshi
Bank, Ltd.
10-43 Minamiaoyama 3-chome, Minato-ku, Tokyo, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors for the Company’s 4th Fiscal Year(from April 1, 2017 to March 31, 2018)
2. Non-consolidated Financial Statements for the Company’s 4th Fiscal Year(from April 1, 2017 to March 31, 2018)
Proposals to be resolved:
Proposal No. 1: Election of Eight (8) Directors
Proposal No. 2: Election of Four (4) Corporate Auditors
Proposal No. 3: Election of One (1) Substitute Corporate Auditor
Proposal No. 4: Decision on Amounts and Details of Performance- Linked Stock Compensation,etc. 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: Thursday, June 28, 2018 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Exercise of Voting Rights by Mail (Writing)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it is received within the period for exercise.
Period for exercise: until 5:00 p.m. on Wednesday, June 27, 2018 Japan time.
Exercise of Voting Rights via the Internet, etc.
Please access the Company’s designated voting website (https://www.e-sokai.jp) using the “Voting Rights
Exercise Code” and “Password” enclosed with the Voting Rights Exercise Form, follow the instructions on
the voting website, and indicate your vote for or against the proposals within the period for exercise.
Period for exercise: until 5:00 p.m. on Wednesday, June 27, 2018, Japan time.
(1) Handling of Duplicate Voting
If you vote both in writing and via the Internet, etc., only your vote placed via the Internet will be valid.
In addition, if you submit your vote multiple times via the Internet, etc., only the last vote to arrive will bevalid.
(2) Internet Disclosure
Of the documents required to be attached to this Notice of Convocation, the “Notes to the
Non-consolidated Financial Statements” of the Non-consolidated Financial Statements and the “Notes to
the Consolidated Financial Statements” of the Consolidated Financial Statements are, in accordance withlaws and regulations as well as Article 18 of the Articles of Incorporation of the Company, posted on the
Company’s website (https://www.tokyo-kiraboshifg.co.jp/stock/shareholder.html) on the Internet and are
therefore not included with the documents attached to this Notice of Convocation.
Furthermore, the Non-consolidated Financial Statements and the Consolidated Financial Statements shownin the documents attached to this Notice of Convocation are a part of the documents audited by the
Accounting Auditor and the Board of Corporate Auditors during preparation of the Accounting Auditor’sReport and the Board of Corporate Auditor’s Report.
End◎ When attending the meetings, please submit the enclosed Voting Rights Exercise Form at the reception
desk. Additionally, to conserve resources, please bring this “Notice of Convocation” with you.
◎ Should revisions arise for the Reference Documents for the General Shareholders Meeting, updated items
will be posted on the Company’s website (https://www.tokyo-kiraboshifg.co.jp/).
◎ On the day of the meeting, air conditioning shall be set at low levels to conserve electricity; we ask thatshareholders come dressed in light attire.
◎ The venue opens at 9:00 a.m.

2

Reference Documents for the General Shareholders Meeting
Proposal No. 1: Election of Eight (8) Directors
The terms of office of the twelve (12) incumbent Directors will expire at the conclusion of this Annual
General Shareholders Meeting. Accordingly, the election of eight (8) Directors is proposed.
The candidates are as follows:
Candidate
No.
1
2
3
4
5
6
7

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment

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

8

Reappointment

Yuki Takahashi

Name

Current position at the Company

3

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

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1980 Joined the Tokyo Tomin Bank, Limited
2001 General Manager of Kayabacho Branch Office
2004 General Manager of Nihonbashi Branch Office2006 General Manager of Loan Screen Planning Division2007 Associate Director and General Manager of Credit
Administration DivisionJun.
2009 Director, Executive Officer and General Manager of Credit
Administration DivisionJun.
2009 Director, Executive Officer and General Manager of Loan
Screen Department
Apr.
2011 Director, Executive Officer and General Manager of Loan
Screen Department and General Manager of Credit
Supervisory DivisionJun.
2011 Managing Director and General Manager of Loan Screen
Department
Jul.
2011 Managing Director and General Manager of Loan
CommonTakashi Sakamoto
Department
stock(Jun. 15, 1957)
Jun.
2012 Senior Managing Director and General Manager of Loan
5,087
Department
sharesReappointment
Jul.
2012 Senior Managing Director and General Manager of Business
Department1
Jun.
2014 Vice President, in charge of Business Promotion Division,
Business Development Division, International Division,
Advance Salary Business Division, Medical and Welfare
Business DivisionOct.
2014 Director, in charge of Group Strategy Division, Tokyo TY
Financial Group, Inc.
Jan.
2016 Director, in charge of Sales Strategy Division
Apr.
2016 President, the Tokyo Tomin Bank, LimitedJun.
2016 Director, in charge of business strategy, Tokyo TY Financial
Group Inc.
Jun.
2017 Deputy President
May
2018 Chairman, Tokyo Kiraboshi Financial Group, Inc. (current
position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Takashi Sakamoto has been in charge of Group strategy and businessstrategy divisions as Director and also has a wealth of experience in overall bank operations in the screen divisionand business promotion division, etc. As the Company expects him to strengthen effectiveness of decision-making
functions in the Board of Directors by utilizing his experience and knowledge in determining significant issues
regarding management of the Group, he has been selected as a candidate for Director.

4

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1981 Joined Bank of Japan
2004 General Manager of Oita Branch2007 Advisor of Financial System and Bank Examination
Department
Jun.
2009 General Manager of Kanazawa BranchMay
2011 Executive Officer, the Tokyo Tomin Bank, LimitedJun.
2011 Executive Officer and General Manager of Nihonbashi
Branch OfficeJun.
2012 Managing Director and General Manager of Nihonbashi
Branch OfficeJul.
2012 Managing Director and General Manager of Operations andSystem Department
Jun.
2014 Senior Managing Director, in charge of System Planning
Division, Operations Administration Division and Financial
CommonKeizo Ajioka
Markets & International Business Division
stock(Apr. 25, 1957)
Oct.
2014 Director, in charge of Risk Management Division, Tokyo
2,977
TY Financial Group, Inc.
sharesReappointment
Jan.
2016 Director, in charge of in charge of Risk Management
Division and Merger Preparatory Office2
Apr.
2016 President, in charge of Internal Audit Division, Risk
Management Division and Merger Preparatory Office,Tokyo TY Financial Group, Inc.
Vice President, in charge of Risk Administration Division,
the Tokyo Tomin Bank, Limited
Director, the ShinGinko Tokyo, Limited (part-time position)
Jun.
2016 President, in charge of internal audit (Internal Audit
Division), Tokyo TY Financial Group, Inc.
May
2018 President, in charge of Internal Audit Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Director, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Keizo Ajioka has played a key role in the decision-making regarding
overall corporate management of the Group as Director, and in April 2016, he was appointed President. As theCompany expects him to respond to and determine significant issues regarding management of the Group andcontribute to improvement of corporate value of the Group by utilizing his experience and knowledge, he has been
selected as a candidate for Director.

5

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1985 Joined the Tokyo Tomin Bank, Limited
2006 Joint General Manager of Credit Supervisory Division2007 General Manager of Credit Supervisory Office, Credit
Supervisory DivisionJul.
2009 Joint General Manager of Credit Supervisory DivisionJun.
2011 General Manager of Credit Supervisory DivisionJul.
2012 Associate Director and General Manager of Credit
Supervisory DivisionOct.
2013 Associate Director and General Manager of Loan
Administration DivisionJun.
2014 Executive Officer and General Manager of Loan
Administration Division
CommonHisanobu Watanabe
Oct.
2014
GeneralManager, Tokyo TY Financial Group, Inc.
stock
(Aug. 16, 1962)
Jun.
2015 Executive Officer and General Manager of Nihonbashi
1,407
Branch Office, the Tokyo Tomin Bank, Limited
sharesReappointment
Jul.
2016 General Manager of Sales Strategy Division, Tokyo TY
Financial Group, Inc.
3
Executive Officer and General Manager of Business
Promotion Division, the Tokyo Tomin Bank, LimitedJun.
2017 Director and General Manager of Sales Strategy Division,
Tokyo TY Financial Group, Inc.
Director and Managing Executive Officer, the Tokyo Tomin
Bank, LimitedMay
2018 Deputy President, in charge of Business Strategy Division,
Tokyo Kiraboshi Financial Group, Inc. (current position)
President, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Hisanobu Watanabe took charge of the sales strategy division of the Group in July 2016 and was appointed
Director in June 2017. He has been quickly and resolutely pushing forward with formulation of management
plans, streamlining of operations and initiatives for new businesses. He was appointed President of Kiraboshi
Bank, Ltd., a subsidiary of the Company, in May 2018. The Company believes he will contribute to theformulation of the Group’s business strategy and the enhancement of corporate value. Based on these reasons, hehas been selected as a candidate for Director.

6

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1984 Joined Yachiyo Shinkin Bank
2006 General Manager of Jiyugaoka Branch, the Yachiyo Bank,
LimitedApr.
2010 General Manager of Fuchu BranchApr.
2013 General Manager of Kanda BranchApr.
2014 Executive Officer and General Manager of Kanda BranchApr.
2016 General Manager of Sales Strategy Division, Tokyo TY
Financial Group, Inc.
Executive Officer and General Manager of SalesManagement Division, the Yachiyo Bank, Limited
CommonYoshikazu Kitagawa
Apr.
2017
GeneralManager of Sales Promotion Headquarters andstock(Sep. 3, 1961)
General Manager of Sales Management Division, the800
Yachiyo Bank, Limited
sharesReappointment
Jun.
2017 Director and General Manager of Sales Strategy Division,
4
Tokyo TY Financial Group, Inc.
Director, Managing Executive Officer and General Manager
of Sales Promotion Headquarters, the Yachiyo Bank,
LimitedMay
2018 Deputy President, in charge of System Integration
Preparatory Office and Merger Preparatory Office,(current position)
Vice President, Kiraboshi Bank, Ltd. (current position)(to present)
Reasons for selection as a candidate for Director
Mr. Yoshikazu Kitagawa took charge of the sales strategy division of the Group in April 2016, and was appointed
Director in June 2017. He has been in charge of the System Integration Preparatory Office, etc. since May 2018.
He became Vice President of Kiraboshi Bank, Ltd., a subsidiary of the Company, in May 2018. He is expected toplay a central role in the establishment of a business structure for the Group. Based on these reasons, he has been
selected as a candidate for Director.
Apr.
1987 Joined The Mitsubishi Bank, Ltd.
Nov.
1994 Assistant Vice President of Chicago BranchFeb.
2001 Manager, PricewaterhouseCoopers Consultants Co., Ltd.
Apr.
2004 Joined the ShinGinko Tokyo, Limited
Apr.
2007 Manager in charge of Planning Group
Apr.
2008 Operating OfficerJun.
2009 Executive Officer
CommonHidenori Tsunehisa
Jun.
2014 Director and Executive Officer
stock(Feb. 12, 1963)
Jun.
2015 President and CEO
900
Apr.
2016 Director, Tokyo TY Financial Group, Inc.
sharesReappointment
May
2018 Director, in charge of Corporate Planning Division and
5
Collaboration Promotion Office, Business Strategy
Division, Tokyo Kiraboshi Financial Group, Inc. (current
position)
Senior Managing Director, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Mr. Hidenori Tsunehisa was appointed Director in April 2016 and has been in charge of the corporate planning
division since May 2018. He has a wealth of operational and management experience. As the Company expects
him to strengthen effectiveness of decision-making functions in the Board of Directors by utilizing his experienceand knowledge in determining significant issues regarding management of the Group, he has been selected as a
candidate for Director.

7

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1983 Joined Yachiyo Shinkin Bank
2008 General Manager of Asset Assessment Division, theYachiyo Bank, Limited
Apr.
2013 General Manager of Screening DivisionOct.
2014 General Manager of Risk Management Division, Tokyo TY
Financial Group, Inc.
Apr.
2015 General Manager of Credit Division, the Yachiyo Bank,
CommonLimitedToru Naratastock(Jul. 10, 1960)
Apr.
2016 Executive Officer and General Manager of Credit Division
1,600
Jun.
2017 Director, in charge of Risk Management Division, Tokyo
sharesReappointment
TY Financial Group, Inc.
Director, Managing Executive Officer and General Manager
6of Credit Division, the Yachiyo Bank, LimitedMay
2018 Director, in charge of Risk Management Division, Tokyo
Kiraboshi Financial Group, Inc. (current position)
Senior Managing Director, Kiraboshi Bank, Ltd. (current
position)(to present)
Reasons for selection as a candidate for Director
Since the Company’s founding in 2014, Mr. Toru Narata has been in charge of the risk management division, andwas appointed Director in June 2017. He has a wealth of experience in operations of overall risk management. He
is expected to play a central role in the risk management of the Group by drawing on this experience andknowledge. Based on these reasons, he has been selected as a candidate for Director.
Nov.
1995 Joined Chuo Audit Corporation (Renamed to ChuoAoyama
Audit Corporation due to merger)
Mar.
2001 Seconded to Supervisory Bureau, Financial Services Agency(returned to ChuoAoyama Audit Corporation in Oct. 2003)
Ryuji Miura
Oct.
2004 Partner, Legal Associates Inc.
(May 5, 1968)
Jul.
2006 Director, L.A. Consulting Inc.
Jun.
2011 Outside Corporate Auditor, the Yachiyo Bank, Limited
CommonReappointment
stock
Jun.
2012 Outside Auditor, THE OME SHINKIN BANK (current—
Candidate forposition)shares
Outside DirectorJun.
2014 Outside Director, the Yachiyo Bank, Limited7
Oct.
2014 Outside Director, Tokyo TY Financial Group, Inc.
Independent
Apr.
2016 Representative Director, MeU Advisers Co. (current
Director/Auditor
position)May
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
(current position)(to present)
Reasons for selection as a candidate for Director
In addition to advanced specialized knowledge as a certified public accountant, Mr. Ryuji Miura also has work
experience at financial administration authorities. He also has a wealth of experience as a corporate manager, andas the Company has judged that it can reflect his advanced insights in management in improving corporate
governance of the Company, he has been selected as a candidate for Outside Director.

8

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Dec.

2003 Joined Bears Co.,Ltd.
Senior Managing Director
Yuki TakahashiJul.
2009 Director, The Tokyo New Business Conference(Apr. 25, 1969)
Aug.
2013 Vice Chairman, Zenkoku Kaji Daiko Service Association(current position)
Reappointment
CommonOct.
2016 Vice President and Director, Bears Co., Ltd. (current
stock
position)
Candidate for—Jun.
2017 Outside Director, Tokyo TY Financial Group, Inc.
Outside Director
sharesApr.
2018 Vice Chairman, The Tokyo New Business Conference(current position)
8
IndependentMay
2018 Outside Director, Tokyo Kiraboshi Financial Group, Inc.
Director/Auditor(current position)(to present)
Reasons for selection as a candidate for Director
Ms. Yuki Takahashi has served as a Director of a housekeeping services provider, and due to her wealth ofexperience, 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.
(Notes)
1.
2.
3.
4.

5.

There are no special conflicts of interest between the Company and the candidates for Director.
Mr. Ryuji Miura and Ms. Yuki Takahashi are candidates for Outside Director.
The terms of office of Mr. Ryuji Miura and Ms. Yuki Takahashi as Outside Director will be three (3) years and nine (9) months andone (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 and Ms. Yuki Takahashi, and if they are reappointed as
Outside Directors, these agreements will remain effective. A summary of the liability limitation agreements is as follows.
 Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation, which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Corporate Auditors to limit their liability for damages of Article 423, Paragraph 1 of the Companies
Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.
If Mr. Ryuji Miura and Ms. Yuki Takahashi are elected as Outside Directors, the Company plans to submit them as Independent
Directors/Auditors as defined by Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc.

9

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

Reappointment
New appointment
Reappointment

Mikio Makabe
Satoru Nobeta
Nobuko Inaba

4

Reappointment

Kayo Todo

Name

Current position at the Company
Standing Auditor
Director
Corporate Auditor
Candidate for Outside Corporate Auditor,
Independent Director/Auditor
Corporate Auditor
Candidate for Outside Corporate Auditor,
Independent Director/Auditor

10

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

1978 Joined Yachiyo Shinkin Bank
2003 Deputy General Manager of General Affairs Division, theYachiyo Bank, Limited
Oct.
2003 General Manager of Akishima Branch
Apr.
2006 General Manager of Corporate Audit Division
CommonMikio MakabeApr.
2012 Executive Officer and General Manager of Corporate Audit
stock(Feb. 22, 1956)
Division
800
Apr.
2014 Executive Officer
sharesReappointment
Jun.
2014 Standing Auditor
1
Jun.
2016 Standing Auditor, Tokyo TY Financial Group, Inc.
May
2018 Standing Auditor, Tokyo Kiraboshi Financial Group, Inc.
(current position)(to present)
Reasons for selection as a candidate for Corporate Auditor
Mr. Mikio Makabe was appointed Corporate Auditor of the Company in June 2016, and has a wealth ofknowledge and insight as well as experience regarding corporate auditing. As the Company believes he will play arole in ensuring validity and appropriateness of management in the Group, he has been selected as a candidate for
Corporate Auditor.
Apr.
1984 Joined The Industrial Bank of Japan, Limited
Apr.
2002 Assistant Manager, Operation Planning Department, Mizuho
Bank, Ltd.
Apr.
2007 Assistant Manager, Compliance Administration Department,
Mizuho Corporate Bank, Ltd.
Apr.
2010 General Manager, Asset Audit Department
Apr.
2012 General Manager, International Division, the Tokyo Tomin
Bank, Limited (seconded from Mizuho Corporate Bank,
Ltd.)
Apr.
2013 Joined the Tokyo Tomin Bank, Limited
CommonSatoru Nobeta
General Manager, International Divisionstock(Aug. 24, 1960)
1,611
Jun.
2014 Director, Executive Officer and General Manager,
sharesNew appointment
Operations Administration Division
Apr.
2016
Managing
Director
2
Jun.
2016 Director, in charge of Risk Management Division, Tokyo
TY Financial Group Inc.
Jun.
2017 Director, in charge of Merger Preparatory Office, Tokyo TY
Financial Group, Inc.
Senior Managing Director, the Tokyo Tomin Bank, LimitedMay
2018 Director, Tokyo Kiraboshi Financial Group, Inc. (current
position)(to present)
Reasons for selection as a candidate for Corporate Auditor
Since the Company’s founding in 2014, Mr. Satoru Nobeta has been in charge of the Group strategy division and
the Merger Preparatory Office, and was appointed Director in charge of the risk management division in June
2016. Thus, he has extensive operational knowledge. As the Company believes he will play a role in ensuring
validity and appropriateness of management in the Group by utilizing his experience and knowledge, he has been
selected as a candidate for Corporate Auditor.

11

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany heldOct.

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)
Nobuko Inaba
Oct.
2005 Opened Inaba C.P.A. Office(Sep. 28, 1966)
Jul.
2007 Established PAS Co., Ltd. (currently Hayabusa Consulting
Co., Ltd.)
Reappointment
President, PAS Co., Ltd.(current position)
CommonSep.
2009 Established Tokyo-IAS Inc.
stock
Candidate for
President, Tokyo-IAS Inc. (current position)—
Outside CorporatesharesNov.
2010 Established Hayabusa Audit Corporation
Auditor
3
Senior Partner, Hayabusa Audit Corporation (current
position)Independent
Jun.
2014
OutsideCorporate Auditor, the Yachiyo Bank, Limited
Director/Auditor
Outside Director, THE TOWA BANK, LTD. (current
position)Oct.
2014 Outside Corporate Auditor, Tokyo TY Financial Group, Inc.
Dec.
2014 Partner, HAYABUSA Tax Corporation (current position)May
2018 Outside Corporate Auditor, Tokyo Kiraboshi Financial
Group, Inc. (current position)(to present)
Reasons for selection as a candidate for Corporate Auditor
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 Corporate Auditor.
Apr.
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 for—Jun.
2015 Outside Corporate Auditor, JAPAN POST TRANSPORT
Outside CorporatesharesCo., Ltd. (current position)
4
AuditorJun.
2017 Outside Director, GMO CLICK Holdings, Inc. (currently
GMO Financial Holdings, Inc.) (current position)
IndependentMay
2018 Outside Corporate Auditor, Tokyo Kiraboshi Financial
Director/Auditor
Group, Inc. (current position)(to present)
Reasons for selection as a candidate for Corporate Auditor
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 Corporate Auditor.
(Notes)1.
2.
3.

There are no special conflicts of interest between the Company and the candidates for Corporate Auditor.
The terms of office of Ms. Nobuko Inaba and Ms. Kayo Todo as Outside Corporate Auditors will be three (3) years and nine (9)months respectively at the conclusion of this Annual General Shareholders Meeting.
Liability limitation agreements with Outside Corporate Auditors
Liability limitation agreements have been concluded with Ms. Nobuko Inaba and Ms. Kayo Todo, and if they are reappointed as
Outside Corporate Auditors, these agreements will remain effective. 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 agreementswith Non-executive Directors and Corporate Auditors to limit their liability for damages of Article 423, Paragraph 1 of theCompanies Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.

12

Proposal No. 3: Election of One (1) Substitute Corporate Auditor
The term of office of Substitute Corporate Auditor Kenji Endo, who was elected at the Annual General
Shareholders Meeting held on June 29, 2017, will expire at the beginning of this Annual General
Shareholders Meeting. Accordingly, the election of one (1) Substitute Corporate Auditor is proposed toprepare for the case where the number of Corporate Auditors falls below the number required by law.
Additionally, this proposal has received approval from the Board of Corporate Auditors.
The candidate for Substitute Corporate Auditor is as follows:
No.

Name
(Date of birth)
Kenji Endo
(May 5, 1965)
Reappointment

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

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

Number ofshares of theCompany held
Commonstock—
sharesCandidate for
1 Substitute Corporate
AuditorReasons for selection as a candidate for Substitute Corporate Auditor
Mr. Kenji Endo has a wealth of experience and specialized knowledge as an attorney, and is well versed incorporate law, and the Company has determined that he would appropriately be able to execute the duties of
Outside Corporate Auditor. Additionally, to enable him to provide these specialized views to the Company’s
auditing, the Company has selected him as a candidate for Substitute Corporate Auditor.
(Notes)
1.
2.
3.
4.

The Board of Directors may resolve to cancel the effective appointment of the Corporate Auditor with the consent of the Board of
Corporate Auditors only before the candidate assumes the position of Corporate Auditor.
There are no special conflicts of interest between the Company and the candidate for Substitute Outside Corporate Auditor.
Mr. Kenji Endo is a candidate for Substitute Outside Corporate Auditor.
Liability limitation agreements with Substitute Outside Corporate Auditor
If Mr. Kenji Endo is appointed as Outside Corporate Auditor, the Company plans to conclude a liability limitation agreement withhim. A summary of the liability limitation agreements is as follows.
 Summary of liability limitation agreements
Stipulations are included in the Articles of Incorporation which allow for the conclusion of liability limitation agreements with
Non-executive Directors and Corporate Auditors to limit their liability for damages of Article 423, Paragraph 1 of the Companies
Act, and the limit of liability under these agreements is the liability amount stipulated by laws and regulations.

13

Proposal No. 4: Decision on Amounts and Details of Performance- Linked Stock Compensation, etc. for
Directors
1. Reasons for the Proposal and Reasons for Judging the Said Compensation Plan to Be Reasonable
Compensation for Directors of the Company comprises “monetary compensation” and “stockcompensation-type stock option.” Shareholders are asked to give approval for the introduction of new
performance-linked stock compensation plan (hereinafter, the “Plan”). We would like to ask shareholders
to entrust the determination of the details of the Plan within the framework of 2. below to the Board of
Directors.
Since the Plan is aimed at making the linkage of compensation for Directors to performance andshare value of the Company clearer and raising the willingness of Directors to contribute to theimprovement of medium- and long-term performance and the increase of corporate value by sharing
profits and risks resulting from the fluctuations in stock prices with our shareholders, we believe the saidcompensation plan is reasonable.
Under this proposal, new performance-linked stock compensation will be paid to Directors(excluding Outside Directors; the same shall apply hereinafter) who will be in office for three fiscal
years, starting from the fiscal year ending March 31, 2019 to the fiscal year ending March 31, 2021
(hereinafter, the “Applicable Period” ), separately from the maximum amount of monetary compensation
for Directors (no more than 250 million yen per year (including no more than 50 million yen for Outside
Directors), not including employee’s salary), which was approved at the 1st Annual General
Shareholders Meeting, held on June 26, 2015.
It was also resolved at the 1st Annual General Shareholders Meeting that stock acquisition rights as
stock compensation-type stock options shall be allocated to Directors of the Company within 60 million
yen per year, separately from the aforementioned monetary compensation. The Company will abolishthis compensation pertaining to stock acquisition rights for Directors, subject to approval of this
proposal.
If Proposal No. 1 “Election of Eight (8) Directors” is approved as originally proposed, the number of
Directors subject to the Plan will be six.
*If this proposal is approved as originally proposed, a similar stock compensation plan will be
introduced to Directors of some subsidiaries of the Company (excluding Outside Directors; the same
shall apply hereinafter) and Executive Officers with whom a mandate contract has been concluded(hereinafter the “Officers of Subsidiaries”).
2. Amounts, Details, etc. 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 bycash contributed by the Company (hereinafter, the “Trust”) will acquire the Company’s shares, andthe Company’s shares in the number equivalent to the number of points granted by the Company toeach Director will be delivered to each Director.
The Company’s shares will be delivered to Directors at the time of their retirement, in principle.
1)

Directors subject to the Plan

2)
3)

Directors of the Company, excluding Outside
Directors
Approximately three years
258 million yen in total

5)

Acquisition through disposal of treasury shares orfrom the stock market (including off-hours trading)
73,000 points per fiscal year

7)

Points will be granted in accordance with position,
degree of achievement for performance targets, etc.
At the time of retirement, in principle

Initial trust period
Upper limit of funds contributed by theCompany during the initial trust period definedin 2) as funds necessary for the acquisition of theCompany’s shares to be delivered to the
Directors defined in 1)
4) Acquisition methods of the Company’s shares
Upper limit of the total number of points to be
granted to the Directors defined in 1)
6) Standards for delivery of points
Timing of delivery of the Company’s shares tothe Directors defined in 1)

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(2) Upper limit of cash to be contributed by the Company
The initial trust period of the Trust will be approximately three years. The Company will
establish the Trust, wherein Directors who satisfy certain requirements are beneficiaries, bycontributing cash up to 258 million yen in total during the said trust period for the acquisition of theCompany’s shares necessary for delivery to Directors under the Plan, as compensation for Directors
who will be in office during the Applicable Period. The Trust will acquire the Company’ sharesthrough disposal of treasury shares by the Company or from the stock market (including off-hours
trading) by using cash entrusted by the Company as funds.
Note: Cash the Company will actually entrust to the Trust will be the total of funds to acquire theCompany’ shares, mentioned above, and the estimated amount of necessary expenses,
including trust fees and trust administrator fees. In the case where the Plan is also introduced
for the Officers of Subsidiaries, as described above, funds to acquire the Company’ sharesnecessary for delivery to the Officers of Subsidiaries will also be entrusted.
At the expiration of the trust period (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 becontinued 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 the trust period will be practically extended bytransferring trust assets of the Trust to a trust to be established by the Company for the same purposeas that of the Trust; the same shall apply hereinafter). In such a case, the Company will makeadditional contributions of cash to the Trust within the limit of the amount obtained by multiplying
86 million yen by the number of years of the extended trust period, as funds to acquire theCompany’ shares necessary for delivery to Directors under the Plan. In addition, in this case, theApplicable Period will be extended in accordance with such continuation of the Trust and extensionof 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.
Also, even in a case where the trust period will not be extended and the Trust will not be
continued, not like the aforementioned case, if there are Directors who have been provided withpoints but have not retired yet at the expiration of the trust period, the trust period of the Trust may
be extended until the said Directors retire and delivery of the Company’ shares completes.
(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 theCompany, the Company will grant points to each Director in accordance with his/her position,
degree of achievement for performance targets, etc. on the point granting day, 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 theCompany will be 73,000 points per fiscal year.
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.
One point is equivalent to one share of the Company. However, if events, including stock
split and stock consolidation concerning the Company’ stock, which rationally require
adjustment of the number of the Company’ shares to be delivered, occur, adjustments will bemade in accordance with the split ratio or the consolidation ratio of the Company’s stock.
3) Delivery of the Company’ shares to Directors
Delivery of the Company’ shares, described in 2) above, to each Director will be carried out
by the Trust after completion of a certain beneficiary identification process by each Director at
the time of his/her retirement.
However, a certain ratio of the Company’ shares may be delivered in cash instead of theCompany’ shares, after the Company sells them and converts into money under the Trust for the
purpose of deducting funds to pay withholding income tax, etc. from income at source. Further,in the event where the Company’ shares in the Trust are converted into money in some cases,
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
15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. This method 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 andappropriated for the payment of expenses to acquire the Company’s shares, trust fees of the trustee
pertaining to the Trust, etc.

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(Reference)
1. Qualifications and nomination procedures for candidates for Director and candidates for Corporate
Auditor
The Group has voluntarily established a “Nomination and Compensation Council” composed of a majorityof Outside Directors with the intent of securing objectivity and transparency regarding the determination of
selection and remuneration of Directors. Qualification and nomination procedures for candidates for Director
and candidates for Corporate Auditor are as follows.
(1) Qualifications for Directors and Corporate Auditors
1) Directors of the Company and subsidiary banks must be a person with superior personality, insights,
abilities, wealth of experience, and high ethics.
2) Corporate Auditors of the Company and subsidiary banks must be a person with superior personality,
insights, abilities, wealth of experience, and high ethics.
(2) Nomination procedures for Directors and Corporate Auditors
1) Candidates for Director of the Company are fairly, transparently, and stringently considered in the“Nomination and 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) Candidates for Corporate Auditor of the Company are recommended by the Board of Directors of theCompany, and candidates are selected upon receiving approval from the Board of Corporate Auditorsof the Company.
4) Candidates for Corporate Auditor of the subsidiary banks are recommended by the Board of Directorsof the each subsidiary bank, and candidates are selected upon receiving approval from the Board of
Corporate Auditors of the each subsidiary bank.
(3) Summary of advisory results of selection and dismissal of candidates
When the “Nomination and Compensation Council” conducts consideration of election and dismissal ofcandidates for Director, meeting members will directly assess each subject personnel as required, as wellas summarize the consideration results upon utilization of the internal evaluation documents, etc., of thesubsidiary banks.
2. Standards of independence regarding Outside Officers
The Group determines independence regarding Outside Directors and Outside Corporate Auditors basedon the following standards.
1. (1) The person is not an Executive Director, Executive Officer, or a manager or other employee(collectively hereinafter the “Business Executors, etc.”) of the Group, and was not a Business Executor,
etc., of the Group within 10 years prior to appointment.
However, for candidates for Outside Corporate Auditor, the requirement of not having been a
Non-executive Director (Note 1) of the Group within 10 years prior to appointment is added.
(2) For Outside Directors that were Non-executive Directors or Corporate Auditors of the Group within 10
years prior to appointment, these persons must not have been a Business Executors, etc., of the Group
within 10 years prior to appointment to that position.
For Outside Corporate Auditors that were Corporate Auditors of the Group within 10 years prior toappointment, these persons must not have been Business Executors, etc., or Non-executive Directors
within 10 years prior to appointment to that position.
(3) The party is not a spouse or a relative to within the second degree of an Officer, etc. (Note 2), manager
or other important employee (excluding those who are Officers, etc.)
2. The person is not a major shareholder (Note 3) of the Company or an Officer, etc., or employee (excluding
those who are Officers, etc.) of a company of which the Group is a major shareholder.
3. (1) The person does not hold the Group as a major transaction partner (Note 4) and is not the parent
company or a significant subsidiary, and if that person is a company, is not a Business Executor, etc., ofsaid company and was not a Business Executor, etc., within the past three years.
(2) The person is not a major transaction partner of the Group and is not the parent company or asignificant subsidiary, and if that person is a company, is not a Business Executor, etc., of said company
and was not a Business Executor, etc., within the past three years.
(3) The person is not an employee, etc., of an organization that receives donations, etc., over a certain
amount (an average of 10 million yen per annum for the past three years or 30% or more of averageannual expenses of said organization, whichever is higher) from the Group.
4. The person is not an Officer, etc., of a company, parent company of said company, or subsidiary of said17company that receives Officers, etc., from the Group.
5. The person is not the Accounting Auditor of the Group or an employee, etc., of said Accounting Auditor
and was not responsible for the audit operations of the Group within the past three years as said employee,etc.
6. The person is an attorney, certified public accountant, or other consultant, etc., who has not received morethan an average of 10 million yen per annum for the past three years aside from officer remuneration in
cash or other property as profit from the Group. Additionally, the person is not an employee, etc., of anadvisory firm such as a legal office, etc., that holds the Group as a major transaction partner (an advisory
firm that received payment from the Group of 2% or more of its consolidated net sales on average over the
past three fiscal years).
7. The person is not a person with which a constant, essential conflict of interest with general shareholders of
the Company may arise for reasons other than those considered above.
(Note 1) A “Non-executive Director” refers to Directors that are not Executive Directors.
(Note 2) An “Officer, etc.,” refers to Directors (including Outside Directors), Corporate Auditors (including
Outside Corporate Auditors), Executive Officers, Counselors, and Advisors.
(Note 3) A “major shareholder” is a person or company, etc., that directly or indirectly possessed or possesses
voting rights equal to 10% or more of total voting rights as of the end of the most recent fiscal year.
(Note 4) A “major transaction partner” is determined on the standard of 2% or more of annual consolidated
net sales (annual consolidated ordinary revenue for the Company) as of the end of the most recent
fiscal year.

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