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: 7380
May 30, 2022
To Shareholders with Voting Rights:
Naoki Ikeda
President and Representative
Director
Juroku Financial Group, Inc.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 1ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 1st Annual General Meeting of Shareholders of the Company. The meeting
will be held for the purposes as described below.
Instead of attending the meeting, you can also exercise your voting rights in writing by submitting the Voting
Rights Exercise Form, or via electromagnetic means (the Internet, etc.). Please review the Reference
Documents for the General Meeting of Shareholders (on pages 4 to 23) and exercise your voting rights.
1. Date and Time:

June 17, 2022 (Friday) 10:00 a.m. (JST)

2. Place:

3F Conference Room, The Juroku Bank Head Office, 8-26 Kandamachi,
Gifu-shi, Gifu, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements for theCompany’s 1st Fiscal Year (from April 1, 2021 to March 31, 2022) andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Committee(Note) The Company’s 1st Fiscal Year is from October 1, 2021 to March 31, 2022, but the
fiscal year under review for consolidated accounting is from April 1, 2021 toMarch 31, 2022.

2. Non-consolidated Financial Statements for the Company’s 1st Fiscal Year(from October 1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1: Partial Amendment to the Articles of Incorporation
Proposal No. 2: Election of Eight (8) Directors (excluding Directors who are Members of the
Audit & Supervisory Committee)
Proposal No. 3: Determination of the Amount of Remuneration, etc. for Directors (excluding
Directors who are Members of the Audit & Supervisory Committee)
Proposal No. 4: Determination of the Amount of Remuneration, etc. for Directors who areMembers of the Audit & Supervisory Committee
Proposal No. 5: Determination of Remuneration, etc. for Granting Restricted Stock to Directors(excluding Directors who are Members of the Audit & Supervisory Committee)
End1

Notice Regarding COVID-19 Prevention Measures
⚫
⚫
⚫

⚫
⚫
⚫

Shareholders attending the meeting are kindly requested to wear a mask to protect yourself as well as
those around you.
There will be thermographic temperature scanning at the entrance of the hall where the shareholders
meeting will take place.
Please use the alcohol-based sanitizer that will be available within the hall to disinfect your hands.
Live Broadcast Information
The shareholders meeting will be broadcast live. Please see the enclosed information for more details.
The shareholders meeting can also be streamed at a later date for those who are unable to watch the live
broadcast.
Information on subsequent streaming (on-demand) will be published on our website.
Information Disclosure on the Internet

The following items are posted on the Company’s website in accordance with laws and regulations as well as
Article 16 of the Articles of Incorporation of the Company, and are therefore not included in the documents
attached to this notice of convocation.
1) Matters Concerning the Company’s Stock Acquisition Rights, etc.,
Basic Policy for Persons Who Control Decisions on Financial and Business Policies,
System to Ensure Appropriate Operations,
Overview of Management Status of System to Ensure Appropriate Operations,
Matters Concerning Specified Wholly-Owned Subsidiaries,
Matters Concerning Transactions with the Parent Company, etc., andMatters Concerning Accounting Advisors in the Business Report2) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements aspart of the Consolidated Financial Statements
3) Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial
Statements as part of the Non-consolidated Financial Statements

The Company’s Website: https://www.16fg.co.jp/
The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements auditedby the Audit & Supervisory Committee consist of the Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements attached to this notice of convocation as well as Items 1) to 3) above.
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting
Auditor consist of the Consolidated Financial Statements and Non-consolidated Financial Statements attachedto this notice of convocation as well as Items 2) and 3) above.

2

Notice concerning dividend
Pursuant to the provisions of the Articles of Incorporation, the Company has decided at the Board of
Directors’ meeting held on May 12, 2022 as follows.
1. Year-end dividends
70 yen per share
2. Effective date (date to commence dividend payment)
June 20, 2022
In consideration of the completion of a shift to a holding company system through a sole-share transfer
on October 1, 2021, it was resolved that the year-end dividend for the fiscal year ended March 31, 2022
will be 70 yen per share, comprising 50 yen per share as ordinary dividend and an additional payment of
20 yen as a commemorative dividend. The effective date (to commence dividend payment) was resolved
to be June 20, 2022.
As The Juroku Bank, Ltd. has paid the interim dividend of 50 yen per share, together with the year-end
dividends to be paid by the Company, the annual dividend for the current fiscal year will be 120 yen per
share.
“Receipt of year-end dividend” (for those who specify bank transfer, “Year-end dividend calculation
notice” and “Confirmation of the account for dividend transfer”) will be enclosed in the Notice ofResolution of the 1st Annual General Meeting of Shareholders of the Company, which will be held on
June 17, 2022.
Main procedures and contents of inquiries, etc.
◼ Procedure for designating the method of receipt of dividends◼ Procedures for change of address, name, etc.
◼ Procedures for requesting the purchase of shares constituting less than one unit and the purchase ofadditional shares
Please contact:
Securities company where you have your account

Main procedures and contents of inquiries, etc.
◼ Inquiries about dividends after the payment period◼ Inquiries about sending and returning mail, etc.
◼ Other general inquiries about stock administration
Please contact:
Telephone center, Securities Agency Division
Mitsubishi UFJ Trust and Banking Corporation
0120-232-711 (Tokyo)
0120-094-777 (Osaka)
Hours: 9:00 to 17:00 on weekdays, excluding Saturdays, Sundays, national holidays, etc.
* If the above numbers are not available, please call to:042-204-0303(Charged for calls)

3

Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal No. 1: Partial Amendment to Articles of Incorporation
1.
Reason for proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1)
The proposed Article 16, Paragraph 1 provides that information contained in the reference materials
for the general meeting of shareholders, etc. shall be provided electronically.
(2)
The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3)
The provisions related to the internet disclosure and deemed provision of the reference materials forthe general meeting of shareholders (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4)
In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2.
Details of amendments
The details of the amendments are as follows.

Current Articles of Incorporation
Article 1 through Article 15 (Omitted)

Proposed Amendments
Article 1 through Article 15 (As Current)(Internet Disclosure and Deemed Provisionof Reference Materials for the General
Meeting of Shareholders, Etc.))
Article 16 The Company may, whenconvening a general meeting ofshareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in
the reference materials for the general
meeting of shareholders, business report,
non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.

(Deleted)(Measures for Electronic Provision, Etc.)

4

(Newly established)

Article 16 The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference materials forthe general meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

Article 17 through Article 39 (Omitted)

Article 17 through Article 39 (As Current)(Supplementary provisions)(Newly established)

Article 1 The amendment of Article 16 of the
Articles of Incorporation shall come into
effect on the date of enforcement(September 1, 2022) of the amended
provisions stipulated in the proviso of
Article 1 of the supplementary provisionsof the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 16 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on adate within six months from the EffectiveDate.
3. These supplementary provisions shall bedeleted after the lapse of six months fromthe Effective Date or the lapse of threemonths from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

5

Proposal No. 2: Election of Eight (8) Directors (excluding Directors who are Members of the Audit &Supervisory Committee)
The terms of office of all Directors (excluding Directors who are Members of the Audit & Supervisory
Committee) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election ofeight (8) Directors (excluding Directors who are Members of the Audit & Supervisory Committee) is
proposed.
The Audit & Supervisory Committee has considered this proposal and expressed its opinion that there are no
particular matters to be stated.
The candidates are as follows:
No.
1
2
3
4
5
6
7
8

Name
(Reappointment)

Yukio Murase(Reappointment)

Naoki Ikeda(Reappointment)

Akihide Ishiguro(Reappointment)

Yukiyasu Shiraki(Reappointment)

Hiroyuki Ota(New appointment)

Yoshiaki Bito
(Reappointment)

Kikuo Asano(Reappointment)

Satoko Ito

Current position at the Company, etc.

Attendance atBoard ofDirectors

Chairperson (Representative Director)

7/7

President (Representative Director)

7/7

Deputy President

7/7

Director and Senior Managing Executive Officer
General Manager, Group Business Planning
Division

7/7

Director

7/7

Executive Officer
General Manager, Group Management Audit
Division
Outside Director
Independent Officer
Outside Director
Independent Officer

6

－
7/7
7/7

No.

1

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 Chairperson (current position)(Representative Director)(Responsible for Group Management Audit
Division)
Subsidiaries, etc.
Apr.
1979 Joined The Juroku Bank, Ltd. (the “Bank”)(Reappointment)Jun.
1993 General Manager, Hong Kong Branch, the Bank
Feb.
1994 General Manager, Nagoya Ekimae Branch, the Bank
Yukio Murase
Apr.
1998 General Manager, Human Resources Division, the(Dec. 23, 1956)
Bank
Jun.
2004 Managing Director, the Bank
Jun.
2009 Senior Managing Director, the Bank
Sep.
2013 President and CEO, the Bank (Representative
Director)
Jun.
2021 Chairperson and President (Representative Director)
Oct.
2021 Chairperson (current position)(Representative Director)
Significant concurrent positions:
Chairman, The Gifu Chamber of Commerce and Industry
Chairperson (Representative Director), The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yukio Murase has served as an officer responsible primarily for corporate planning,business support, corporate administration, and internal audit sections, and then served as
President and CEO from September 2013, as Chairperson and President from June 2021,
and Chairperson from October 2021 of The Juroku Bank, Ltd., a group company of theGroup. At the Company, he has served as Chairperson from October 2021 and has acapability and a track record that enable him to perform the management of the Group’s
operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukio Murase and the Company.

7

Number of Attendanceshares of the at Board ofCompany held Directors

12,900shares

7/7

No.

2

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 President (current position)(Representative Director)(Responsible for all affairs)
Subsidiaries, etc.
Apr.
1980 Joined the Bank
Apr.
2005 General Manager, Takayama Branch, the Bank
(Reappointment)Jun.
2008 Director and General Manager, Nagoya Branch, theBank
Naoki Ikeda
Apr.
2012 Director and General Manager, Nagoya Main Office,(Apr. 4, 1957)
the BankJun.
2013 Managing Director and General Manager,
Operations Administration Division, the Bank
Sep.
2013 Managing Director, the Bank
Jun.
2014 Deputy President, the Bank
(Representative Director)
Oct.
2021 Director, the Bank (current position)
Significant concurrent positions:
Director, The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Naoki Ikeda has served as an officer responsible primarily for corporate planning,
operations administration, enterprise support, and corporate administration sections, andthen served as Deputy President from June 2014 through September 2021 at The Juroku
Bank, Ltd., a group company of the Group. At the Company, he has served as President
from October 2021 and has a capability and a track record that enable him to perform the
management of the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Naoki Ikeda and the Company.

8

Number of Attendanceshares of the at Board ofCompany held Directors

5,100
shares

7/7

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021

Subsidiaries, etc.
Apr.
1987
Jun.
2009
Oct.
2011
Apr.
2014

(Reappointment)
Akihide Ishiguro(Sep. 19, 1963)

3

Jun.

2016

Jun.

2017

Jun.

2018

Jun.

2019

Jun.

2020

Oct.

2021

Number of Attendanceshares of the at Board ofCompany held Directors

Deputy President (current position)(Responsible for Group Management
Administration Division, Group Planning
Administration Division and Group Digital
Administration Division)
Joined the Bank
General Manager, Tokai Branch, the BankManager, Human Resources Division, the Bank
Deputy General Manager, Human Resources
Division, the Bank
General Manager, Corporate Administration
Division, the Bank
Executive Officer and General Manager,
Corporate Administration Division, the Bank
Director and Executive Officer and General
Manager, Corporate Administration Division,
the Bank
Director and Executive Officer and General
Manager, Corporate Planning Division, theBank
Director and Managing Executive Officer, theBank
President and CEO (current position)(Representative Director)

Significant concurrent positions:
President and CEO (Representative Director), The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Akihide Ishiguro has been responsible for supervision related to human resources andgeneral affairs, served as an officer responsible primarily for corporate planning anddigital reform sections, and served as President and CEO from October 2021 at The
Juroku Bank, Ltd., a group company of the Group. At the Company, he has served as
Deputy President from October 2021 and has a capability and a track record that enable
him to perform the management of the Group’s operations accurately, fairly andefficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Akihide Ishiguro and the Company.

9

1,411
shares

7/7

No.

4

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 Director and Senior Managing Executive Officer
General Manager, Group Business Planning
Division (current position)(Responsible for Group Business Planning Division
and Sustainability Planning Office)Subsidiaries, etc.
Apr.
1985 Joined the Bank
Apr.
2010 General Manager, Hashima Branch, the Bank
Mar.
2012 General Manager, Kakamigahara Branch, the Bank
Jun.
2014 Executive Officer and General Manager, Ichinomiya
Branch, the Bank
(Reappointment)
Jun.
2016 Managing Executive Officer and Chief General
Manager, Aichi Business Division, the Bank
Yukiyasu Shiraki Jun.
2017 Director and Managing Executive Officer and Chief(Jan. 7, 1963)
General Manager, Aichi Business Division, and
Deputy Chief General Manager, Business
Integration Division, the Bank
Apr.
2019 Director and Managing Executive Officer and Chief
General Manager, Business Integration Division,
the Bank
Apr.
2021 Director and Managing Executive Officer and Chief
General Manager, Business Support Division, the
Bank
Oct.
2021 President, Juroku Lease Co., Ltd. (current position)(Representative Director)
Significant concurrent positions:
President (Representative Director), Juroku Lease Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yukiyasu Shiraki has served as General Manager of the major branches and an officer
responsible for the business support section, etc., at The Juroku Bank, Ltd. of the Group.
He has also served as President of Juroku Lease Co., Ltd. from October 2021. At theCompany, he has served as Director and Senior Managing Executive Officer from October
2021 and has a capability and a track record that enable him to perform the management of
the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukiyasu Shiraki and the Company.

10

Number of Attendanceshares of the at Board ofCompany held Directors

1,561
shares

7/7

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021
Subsidiaries, etc.
Apr.
1983
Jun.
2009

(Reappointment)
Hiroyuki Ota(April 3, 1960)

5

Jun.
Jun.

2010
2013

Apr.

2014

Jun.

2014

Jun.

2016

Dec.

2018

Jun.

2019

Number of Attendanceshares of the at Board ofCompany held Directors

Director (current position)
Joined the Bank
General manager, Corporate Business
Division, the Bank
Director and corporate secretary, the Bank
Director and general manager, Toyota Branch,
the Bank
Director and general manager, Business
Planning Division, the BankManaging director and general manager,
Business Planning Division, the Bank
Director and managing executive officer, theBank
Director and senior managing executive officer,
the Bank
President and director, Juroku Tokai Tokyo
Securities Co., Ltd. (current position)(Representative director)

Significant concurrent positions:
President and director (Representative director), Juroku Tokai Tokyo Securities Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Hiroyuki Ota has served as an officer in charge of the business support, corporate
planning and operations administration sections at The Juroku Bank, Ltd. of the Group.
He has also served as President and director of Juroku Tokai Tokyo Securities Co., Ltd.
from June 2019. At the Company, he has served as Director from October 2021 and has acapability and a track record that enable him to perform the management of the Group’s
operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Hiroyuki Ota and the Company.

11

9,080
shares

7/7

No.

6

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 Executive Officer
General Manager, Group Management Audit
Division (current position)
Subsidiaries, etc.
Apr.
1988 Joined the Bank
Oct.
2014 Section Manager, Overseas Support Division, the
Bank(New appointment) Jun.
2017 General Manager, Audit & Supervisory Board
Members Office, the Bank
Yoshiaki Bito
Apr.
2019 General Manager, Treasury and Investment(Sep. 4, 1964)
Division, the Bank
Apr.
2021 General Manager, Market Transaction Division, the
Bank
Jul.
2021 Researcher (treatment as General Manager),
Operational Audit Division, the Bank
Oct.
2021 Executive Officer, and General Manager,
Operational Audit Division, the Bank (current
position)
Significant concurrent positions:Executive Officer, and General Manager, Operational Audit Division, The Juroku Bank,
Ltd.
Reasons for nomination as a candidate for Director:
Since assuming office of Executive Officer of the Company and the Bank, Mr. Yoshiaki
Bito has been responsible for audit operations, has served as General Manager of Audit &Supervisory Board Members Office and Market Transaction Division of the Bank, and has
a capability and a track record that enable him to perform the management of the Group’s
operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yoshiaki Bito and the Company.

12

Number of Attendanceshares of the at Board ofCompany held Directors

1,328
shares

―

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Apr.

1982

Joined Meiji Life Insurance Company

Apr.

2005

Apr.

2012

General Manager, Profit Management & Actuarial
Department, Meiji Yasuda Life Insurance Company(hereinafter “Meiji Yasuda Life Insurance”)
Executive Officer and General Manager, Profit
Management & Actuarial Department, Meiji
Yasuda Life Insurance
Executive Officer, Meiji Yasuda Life InsuranceManaging Executive Officer, Meiji Yasuda Life
Insurance
Senior Managing Executive Officer, Meiji Yasuda
Life Insurance
President and Representative Director, Meiji Yasuda
Real Estate Management Company Limited (current
position)
Director, the Bank
Director, the Company (current position)(Reappointment)(Outside Director)
Apr.
(Independent Officer)
Kikuo Asano(Feb. 13, 1959)

7

Jul.

2013
2013

Apr.

2015

Apr.

2017

Jun.
2019
Oct.
2021
Significant concurrent positions:
President and Representative Director, Meiji Yasuda Real Estate Management Company
LimitedReasons for nomination as a candidate for Outside Director and the overview of the expectedrole to play:
Mr. Kikuo Asano has been engaged in corporate management as Senior Managing
Executive Officer of Meiji Yasuda Life Insurance and President and Representative
Director of Meiji Yasuda Real Estate Management Company Limited, the current position
since 2017, and has gained extensive experience and a wide range of insight in financial
sector.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Group’s sustainable growth and improve its medium-to-long term corporate
value and has nominated him as a candidate for Outside Director.
Special relationships:
There are no special relationships between Mr. Kikuo Asano and the Company.
(Note) Mr. Kikuo Asano is currently serving as Outside Director of the Company and his
term of office will be nine (9) months at the conclusion of this General Meeting of
Shareholders.

13

Number of Attendanceshares of the at Board ofCompany held Directors

0shares

7/7

No.

Name
(Date of birth)

Oct.

1989

(Reappointment)(Outside Director) Apr.
(Independent Officer)

2010

Apr.

2015

Satoko Ito(Jul. 3, 1967)

8

Past experience, positions, and responsibilities

Number of Attendanceshares of the at Board ofCompany held Directors

Started activities as an anchorperson for news andinformation programs
Visiting Professor, Graduate Institute for
Entrepreneurial Studies (current position)
Part-time Lecturer, Niigata University (current
position)
Director, the Bank
Director, the Company (current position)

Jun.
2020
Oct.
2021
Significant concurrent positions:
Outside Director, Sekisui Jushi Corporation
External Corporate Auditor, MITANI SANGYO Co., Ltd.
Reasons for nomination as a candidate for Outside Director and the overview of the expectedrole to play:
Ms. Satoko Ito has extensive experience and knowledge in a wide range of domains such asenvironmental energy, regional revitalization, ESG and sustainability gained through her
career as an anchorperson for news and information programs and a university professor.
Although she has not been involved in corporate management other than through serving as
Outside Director or External Corporate Auditor, the Company believes that, by utilizing
her extensive experience and a wide range of knowledge, she will contribute to increasingtransparency and fairness of the decision-making function and strengthening thesupervising function of the Board of Directors from an objective standpoint independent
from the management team in order to promote the Group’s sustainable growth andimprove its medium-to-long term corporate value and has renominated her as a candidate
for Outside Director.
Special relationships:
There are no special relationships between Ms. Satoko Ito and the Company.
(Note) Ms. Satoko Ito is currently serving as Outside Director of the Company and herterm of office will be nine (9) months at the conclusion of this General Meeting of
Shareholders.

140shares7/7

(Notes)
1. Mr. Kikuo Asano and Ms. Satoko Ito are candidates for Outside Directors who satisfy the Criteria for Assessing Independence of
the Company as described on Page 16. They are also candidates for Independent Officers pursuant to the provisions of Tokyo
Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. Mr. Kikuo Asano and Ms. Satoko Ito previously served as Director of The Juroku Bank, Ltd., a subsidiary of the Company.
3. The Company specifies in its Articles of Incorporation to allow the Company and Outside Directors to enter into an agreement
limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Company has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act witheach of the Outside Director candidates, Mr. Kikuo Asano and Ms. Satoko Ito. When the relevant Outside Directors haveacted in good faith and have not been grossly negligent in performing their duties, they will be responsible for such liability
to the extent of the liability amount set forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act under theagreement. The Company plans to enter into the same liability limitation agreement with each of the Outside Director
candidates upon their reappointment at this General Meeting of Shareholders.
4. The Company has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If the candidates are
reelected or elected as proposed, all of them will be insured under the contract. The contract covers compensation fordamages and litigation expenses in the event that a claim for damages is made against the insured person due to an act
committed by the insured person in his/her capacity such as an officer of a company. The Company fully bears the insurance
premiums for all insureds. The Company will renew the insurance contract with the same details during their terms of office.

15

[Criteria for Assessing Independence]
The Company shall establish the following criteria for assessing independence of Outside Directors(including those who are Members of the Audit & Supervisory Committee) in addition to the “Independence
Criteria” set by the Stock Exchanges on which the Company is listed:
1.

A person who falls under any of the following shall be a person who does not meet the requirements of
independence.
(1) A person whose sales to the Group is 2% or more of its consolidated net sales for the most recent
fiscal year
(2) A person whose balance of loans received from the Group is the highest and who shall receive aserious impact such as affecting the continuity of his business by the Group’s changes to its loan
policies including immediate collection of the loan.
(3) A shareholder who holds over 5% of the total voting rights of all shareholders of the Company(4) A person who has received money or other properties of more than 10 million yen per year on
average over the past three years from the Group, excluding compensations for Director

2.

Notwithstanding the provisions of the preceding paragraph, independence can be recognized if it isjudged that there is substantial independence as a result of comprehensive judgement including otherreasonable reasons.

3.

If a person in paragraph 1 above is a legal entity or the like, it shall mean a business executor of thelegal entity or the like prescribed in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of
the Companies Act.

16

<Reference>
If Proposal 2 is approved as originally proposed, the areas of experience possessed by Internal Directors andthe areas particularly expected of Outside Directors are as follows:
Major skills and experience, etc. of Directors

Current
Name

Yukio
Muraseposition at the

Corporate

Company

management

Financing

Finance /Accounting

Legal affairs /Riskmanagement

Human

Local

ESG /

resources

revitalization

Sustainability●

Chairperson(Representative

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Director)
President

Directors who are not Members of the Audit & Supervisory Committee

Naoki Ikeda(Representative●

Director)
AkihideDeputyIshiguro

President●

Director andYukiyasu
ShirakiSeniorManaging

●

●

●

●

Executive
Officer

Hiroyuki Ota

Director●●

Executive
Officer
General
Yoshiaki Bito

Manager,Group
Management
Audit Division

Kikuo Asano
Satoko Ito

Directors who areMembers of the Audit& Supervisory
Committee

NaohikoIshikawa

Director
OutsideDirector
OutsideDirector

Shinji

Director

Ishihara

OutsideSatoe Tsuge●●●

Director●●

OutsideNote: The table does not represent all expertise and experience possessed by each person.

17●

Proposal No. 3: Determination of the Amount of Remuneration, etc. for Directors (excluding Directors who
are Members of the Audit & Supervisory Committee)
Article, 2 Paragraph 1 of Supplementary Provisions of the Company’s Articles of Incorporation stipulates thatthe total amount of remuneration, etc., for Directors (excluding Directors who are Members of the Audit &Supervisory Committee) of the Company shall be up to 330 million yen per year, from the date ofestablishment of the Company to the conclusion of the first annual general meeting of shareholders.
Accordingly, we seek shareholders’ approval for the amount of remuneration, etc. to be paid to Directors(excluding Directors who are Members of the Audit & Supervisory Committee) of the Company after theconclusion of this Annual General Meeting of Shareholders.
As a result of careful deliberation on the status of the Company’s management system, economic
circumstances and other factors, the system for remuneration, etc. for the Company’s Directors (excluding
Directors who are Members of the Audit & Supervisory Committee) shall consist of fixed remuneration andperformance-linked remuneration, for which we seek approval under this proposal, and restricted stock-type
remuneration, for which we seek approval in Proposal No. 5.
1. Fixed remuneration
It is proposed that the maximum amount of fixed remuneration for Directors (excluding Directors who areMembers of the Audit & Supervisory Committee) be 330 million yen per year.
2. Performance-linked remuneration
Aiming to increasing Directors’ motivation and incentive to contribute to improving business performancethrough further clarifying the link between remuneration and the Group’s business performance, it is proposedthat performance-linked remuneration as shown in the table below be paid to Directors (excluding Outside
Directors and Directors who are Members of the Audit & Supervisory Committee), which will be based on the
Company’s “net income attributable to owners of parent (consolidated),” separately from the amount of fixed
remuneration in 1. above.
<Performance-linked remuneration standards>
Net income attributable to owners of parent(consolidated)

Remuneration standard¥4 billion or less―Over ¥4 billion up to ¥6 billion¥30 million

Over ¥6 billion up to ¥8 billion¥40 million

Over ¥8 billion up to ¥10 billion¥50 million

Over ¥10 billion up to ¥12 billion¥60 million

Over ¥12 billion up to ¥14 billion¥70 million

Over ¥14 billion up to ¥16 billion¥80 million

Over ¥16 billion up to ¥18 billion¥90 million

Over ¥18 billion up to ¥20 billion¥100 million

Over ¥20 billion¥110 million

This proposal was determined by the Board of Directors after consulting with the Management Advisory
Council of the Company.
The Audit & Supervisory Committee has considered this proposal and expressed its opinion that there are no
particular matters to be stated.
The amount of remuneration for Directors (excluding Directors who are Members of the Audit & Supervisory
Committee) shall not include salary paid as an employee to Directors concurrently serving as employees.

18

The Company has determined “Policy on determining the details of individual remuneration, etc. for directors”
at its Board of Directors’ meeting on October 1, 2021, an outline of which is as described in page 46 of theBusiness Report (of the Japanese version). If this proposal and Proposal No. 5 are approved, the Company
plans to make changes to the Policy as necessary in line with the introduction of the restricted stock-type
remuneration, for which we seek approval in Proposal No. 5. However, no change will be made to fixed
remuneration and performance-linked remuneration. In addition, this proposal takes into account the contentsof the said Policy, the status of the Company’s management system, economic circumstances and other factors,
and was deliberated by the Management Advisory Council, and therefore the Company judges that its contents
are reasonable.
At present, the Company has eight (8) Directors (excluding Directors who are Members of the Audit &Supervisory Committee) including two (2) Outside Directors. If Proposal No. 2 “Election of Eight (8)Directors (excluding Directors who are Members of the Audit & Supervisory Committee)” is approved andpassed as proposed, the Company shall have eight (8) Directors (excluding Directors who are Members of the
Audit & Supervisory Committee) including two (2) Outside Directors.
The timing of payment and allocation of remuneration, etc. shall be determined by the Board of Directors.

19

Proposal No. 4: Determination of the Amount of Remuneration, etc. for Directors who are Members of the
Audit & Supervisory Committee
Article, 2 Paragraph 2 of Supplementary Provisions of the Company’s Articles of Incorporation stipulates thatthe total amount of remuneration, etc., for Directors who are Members of the Audit & Supervisory Committeeof the Company shall be up to 80 million yen per year, from the date of establishment of the Company to theconclusion of the first annual general meeting of shareholders.
Accordingly, we seek shareholders’ approval for the amount of remuneration, etc. to be paid to Directors who
are Members of the Audit & Supervisory Committee of the Company after the conclusion of this Annual
General Meeting of Shareholders.
From the perspective of ensuring neutrality and independence, the system for remuneration, etc. for theCompany’s Directors who are Members of the Audit & Supervisory Committee shall consist of fixed
remuneration only, for which we seek approval under this proposal, as a result of careful deliberation on thestatus of the Company’s management system, economic circumstances and other factors, and we propose thatthe maximum amount of fixed remuneration for Directors who are Members of the Audit & Supervisory
Committee be 80 million yen per year.
This proposal was determined by the Board of Directors after consulting with the Management Advisory
Council of the Company.
The Audit & Supervisory Committee has considered this proposal and expressed its opinion that there are no
particular matters to be stated.
This proposal takes into account the status of the Company’s management system, economic circumstancesand other factors, and was deliberated by the Management Advisory Council, and therefore the Company
judges that its contents are reasonable.
At present, the Company has three (3) Directors who are Members of the Audit & Supervisory Committee,
including two (2) Outside Directors.
The timing of payment and allocation of remuneration, etc. shall be determined by discussion of Directors
who are Members of the Audit & Supervisory Committee.

20

Proposal No. 5: Determination of Remuneration, etc. for Granting Restricted Stock to Directors (excluding
Directors who are Members of the Audit & Supervisory Committee)
In Article 2, Paragraph 3 of Supplementary Provisions of the Articles of Incorporation of the Company, it isstipulated that, of the remuneration, etc., of Directors (excluding Directors who are Members of the Audit &Supervisory Committee) from the date of establishment of the Company to the conclusion of the first annual
general meeting of shareholders, the amount of remuneration, etc., related to stock acquisition rights to beallocated as share remuneration-type stock options shall be no more than 80 million yen per year (the total
number of stock acquisition rights to be allocated from the date of establishment of the Company to theconclusion of the first annual general meeting of shareholders shall have a maximum limit of 4,000),
separated from the remuneration set forth in Article 2, Paragraph 1 in Supplementary Provisions of the
Articles of Incorporation of the Company.
Now, as part of revisions to the officer remuneration plan, the Company, in lieu of the current plan using stockacquisition rights as share remuneration-type stock options, proposes to pay new remuneration for granting
stocks with restriction on transfer to Directors of the Company (excluding Outside Directors and Directors
who are Members of the Audit & Supervisory Committee, hereinafter, “Eligible Directors”), separately fromthe amount of remuneration under Proposal No. 3 “Determination of the Amount of Remuneration, etc. for
Directors (excluding Directors who are Members of the Audit & Supervisory Committee)”, in order to give
Eligible Directors an incentive to sustainably enhance the corporate value of the Company and promotefurther shared interests with shareholders.
This proposal was determined by the Board of Directors after consulting with the Management Advisory
Council of the Company.
The Audit & Supervisory Committee has considered this proposal and expressed its opinion that there are no
particular matters to be stated.
Furthermore, the amount of remuneration for Directors (excluding Directors who are Members of the Audit &Supervisory Committee) shall not include salary paid as an employee to Directors concurrently serving as
employees.
The Company has determined “Policy on determining the details of individual remuneration, etc. for directors”
at its Board of Directors’ meeting on October 1, 2021, an outline of which is as described in page 46 of theBusiness Report (of the Japanese version). If this proposal and Proposal No. 3 are approved, the Company
plans to make changes to the Policy as necessary in line with the introduction of the restricted stock-typecompensation for which we seek approval in this Proposal. In addition, this proposal takes into account thecontents of the said Policy, the status of the Company’s management system, economic circumstances andother factors, and was deliberated by the Management Advisory Council, and therefore the Company judgesthat its contents are reasonable.
At present, the Company has six (6) Eligible Directors, but if Proposal No. 2 “Election of Eight (8) Directors(excluding Directors who are Members of the Audit & Supervisory Committee)” is approved and passed as
proposed, the Company shall have six (6) Eligible Directors.
1. Number of restricted stock to be granted to Eligible Directors(1) Other than those under the Transitional Measure (as defined in (2) below; hereinafter the same)
Under this proposal, remuneration for granting restricted stock shall be paid to Eligible Directors asmonetary claims (“Monetary Remuneration Claims”), and the total maximum amount thereof shall be 80
million yen per year, an amount that we believe appropriate taking into consideration the above objective.
Pursuant to a resolution of the Board of Directors of the Company, Eligible Directors shall pay all
Monetary Remuneration Claims paid to them under this Proposal as property contributed in kind and shallreceive shares of common stock of the Company by share issuance or share disposal, and the total
maximum number of shares of common stock of the Company to be issued or disposed of in this way shallbe 40,000 shares per year. However, if, on or after the date this Proposal is approved and passed, a share
split (including a gratis allotment of common stock of the Company) or consolidation of shares isconducted in regard to the Company’s common stock, or other circumstances arise whereby an adjustment21

is required to the total number of shares of the Company’s common stock to be issued or disposed of as
restricted stock, the total number of shares shall be adjusted within a reasonable range.
The specific timing of payment and allocation to each Eligible Director shall be determined by the Boardof Directors.
(2) Number of restricted stock under the Transitional Measure
Subject to approval for this Proposal, the Company intends to abolish the current plan of stock acquisitionrights as share remuneration-type stock options and shall not issue any stock acquisition rights as share
remuneration-type stock options. Of the share remuneration-type stock options already granted to Eligible
Directors, those that have not been unexercised shall be abandoned by Eligible Directors, subject to theintroduction of the new plan.
Therefore, during the current business year, as a transitional measure from the stock acquisition rights asshare remuneration-type stock options (hereinafter, the “Transitional Measure”), remuneration to grant
restricted stock in a same number of shares to be issued upon exercise of stock acquisition rights (6,450
shares), which will be abandoned by Eligible Directors, will be paid separately from the remuneration to
grant restricted stock in (1) above, and the total maximum amount thereof shall be 32 million yen per year,
an amount that the Company believes appropriate taking into consideration the above objective.
Pursuant to a resolution of the Board of Directors of the Company, Eligible Directors shall pay all
Monetary Remuneration Claims paid to them under this Proposal as property contributed in kind and shallreceive shares of common stock of the Company by share issuance or share disposal, and the total
maximum number of shares of common stock of the Company to be issued or disposed of in this way shallbe 6,450 shares per year. However, if, on or after the date this Proposal is approved and passed, a share
split (including a gratis allotment of common stock of the Company) or consolidation of shares isconducted in regard to the Company’s common stock, or other circumstances arise whereby an adjustment
is required to the total number of shares of the Company’s common stock to be issued or disposed of as
restricted stock, the total number of shares shall be adjusted within a reasonable range.
This is the grant as part of the Transitional Measure from the share remuneration-type stock options, whichwere already granted to Eligible Directors in past years, and is not intended to grant substantially new
remuneration.
The specific timing of payment and allocation to each Eligible Director shall be determined by the Boardof Directors.
The Monetary Remuneration Claims under the Transitional Measure shall be granted conditional upon theabandonment of all the unexercised portion of stock acquisition rights held by each Eligible Director.
2. Matters concerning the payment for issuance or disposal of restricted stock
Pursuant to a resolution of the Board of Directors of the Company, Eligible Directors shall pay all Monetary
Remuneration Claims paid to them under this Proposal as property contributed in kind and shall receive sharesof common stock of the Company by share issuance or share disposal. The amount to be paid for each share
shall be determined by the Board of Directors, within a range of amount that is not particularly favorable to
the Eligible Directors who will receive the shares of common stock, based on the closing price of theCompany’s common stock on the Tokyo Stock Exchange on the business day before the date of eachresolution by the Board of Directors (if there are no trades on that day, the closing price on the most recent
preceding trading day).
3. Matters concerning restricted stock to be granted to Eligible Directors
When issuing or disposing the Company’s common stock, and for paying the Monetary Remuneration Claims
as property contributed in kind, the Company shall conclude a restricted stock allotment agreement (the“Allotment Agreement”) with the Eligible Directors including the following content.
(1) Transfer Restriction Period
Eligible Directors shall not be able to transfer, create security interests on, or otherwise dispose (the“Transfer Restrictions”) of shares of the Company’s common stock allotted as a result of the Allotment
Agreement (the “Allotted Shares”) for a period starting from the payment date until the point in time
immediately after the resignation or retirement from the position of officers or employees of the Company

22

or its subsidiaries, as determined in advance by the Board of Directors of the Company (the “Transfer
Restriction Period”).
(2) Treatment at resignation or retirement
If an Eligible Director resigns or retires from his or her position of officers or employees of the Company
or its subsidiaries, as determined in advance by the Board of Directors of the Company before theexpiration of the period, as determined in advance by the Company's Board of Directors (hereinafter, the“Service Provision Period”), the Company shall automatically acquire the Allotted Shares, without
consideration, excluding cases where the resignation or retirement was due to the termination of his or her
term of office, death, or other justifiable reasons.
(3) Removal of Transfer Restrictions
Notwithstanding the provisions of the above item (1), the Company shall remove Transfer Restrictions on
all Allotted Shares when the Transfer Restriction Period ends, on the condition that the Eligible Director
continuously served in the position of officers or employees of the Company or its subsidiaries, as
determined in advance by the Board of Directors of the Company during the Service Provision Period.
However, 1) if the Eligible Director resigns or retires from any and all position of officers or employees of
the Company or its subsidiaries, as determined in advance by the Board of Directors of the Company
before the expiration of the Service Provision Period owing to the expiration of his or her term of office,death, or other justifiable reasons, or 2) if the Eligible Director reigns or retires from any and all position of
officers or employees of the Company or its subsidiaries, as determined in advance by the Board of
Directors of the Company before the expiration of the Transfer Restriction Period but after the Service
Provision Period owing to reasons other than justifiable reasons, the Company shall reasonably adjust the
number of Allotted Shares on which to remove Transfer Restrictions and the timing of the removal ofTransfer Restrictions, as necessary. In addition, the Company shall automatically acquire any Allotted
Shares whose Transfer Restrictions have not been removed, without consideration, immediately after theremoval of Transfer Restrictions in accordance with the provisions above.
(4) Treatment in the event of organizational restructuring, etc.
Notwithstanding the provisions of the above item (1), if, during the Transfer Restriction Period, a merger
agreement under which the Company will become a non-surviving company, share exchange agreement orshare transfer plan under which the Company will become a wholly owned subsidiary, or other item related
to an organizational restructuring, etc. is approved at the General Meeting of Shareholders of the Company(however, this shall be the Board of Directors of the Company if the organizational restructuring, etc. does
not require approval at the General Meeting of Shareholders of the Company), the Company shall remove
Transfer Restrictions ahead of the effective date of the organizational restructuring, etc. on certain numberof Allotted Shares reasonably determined taking into consideration the period from the start of the Transfer
Restriction Period until the day the organizational restructuring, etc. is approved, by resolution of theBoard of Directors of the Company. In addition, in the cases stipulated above, the Company shall
automatically acquire any Allotted Shares whose Transfer Restrictions have not been removed, without
consideration, immediately after the removal of Transfer Restrictions.
(5) Other matters
Other matters related to the Allotment Agreement shall be determined by the Board of Directors of theCompany.

End23