Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 7242)
June 1, 2018
To Shareholders with Voting Rights:
Yasusuke Nakajima
Representative Director,
President Executive Officer
KYB Corporation
World Trade Center Bldg.,
2-4-1, Hamamatsu-cho,Minato-ku, TokyoNOTICE OF
THE 96TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 96th Ordinary General Meeting of Shareholders of KYB Corporation(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via
electromagnetic means (the Internet, etc.). Please exercise your voting rights by 5:15 p.m. on Thursday, June21, 2018 (Japan time), by following the instructions described in the “Guide for the Exercise of Voting Rights,”
on page 17, after taking the time to consult the attached reference documents for the General Meeting of
Shareholders.

1. Date and Time:

Friday, June 22, 2018 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan time)

2. Place:

2nd Floor, Annex Bldg., Shiba Park Hotel,
1-5-10, Shiba Koen, Minato-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
96th Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 96th Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Proposal 1:
Appropriation of the Surplus
Proposal 2:
Election of eight (8) Members of the Board of Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member
Proposal 4:
Election of one (1) Substitute Audit & Supervisory Board Member
Payment of performance-linked bonuses to Members of the Board of Directors
Proposal 5:-1-

4. Exercise of voting rights:
If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote
placed via the Internet will be counted.
If you vote multiple times via the Internet, only the last vote will be counted.

--------------------------------------------------------------------------------------------------------------------------------------------- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. For the purpose of saving resources, please bring this Notice and the attached Business Report for the
96th Fiscal Year to the meeting.
- The following items have been posted on the Company’s website (https://www.kyb.co.jp/) in accordance withlaws and regulations and the provisions of Article 15 of the Articles of Incorporation of the Company and areaccordingly not included in the attached Business Report for the 96th Fiscal Year.
・Notes to the Consolidated Financial Statements
・Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and the Non-consolidated Financial Statements included in theBusiness Report for the 96th Fiscal Year are part of the Consolidated Financial Statements and theNon-consolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory
Board Members for the preparation of the Accounting Audit Report and Audit & Supervisory Board’s
Report.
- Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Non-consolidated Financial Statements, or the Consolidated Financial Statements will be posted on
the Company’s website (https://www.kyb.co.jp/).
- Souvenirs will be prepared for the shareholders attending the meeting. One souvenir will be given to eachshareholder attending the meeting, irrespective of the number of Voting Rights Exercise Forms eachshareholder brings.
- Please note that persons who are not shareholders, such as non-shareholder proxies or persons
accompanying shareholders, are not allowed to attend the meeting.

-2-

Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of the Surplus
Appropriate shareholder return is an important management policy of the Company. In accordance with theCompany’s basic policy, and in consideration of the results for the fiscal year ended March 31, 2018, future
capital investments and other factors, the Company proposes the payment of the year-end dividends asfollows.
Matters concerning the year-end dividend:
1. Type of dividend assets
Cash
2. Allocation of dividend assets and the total amount of dividends
80 yen per share of common stock of the Company
Total amount of dividends: 2,043,543,680 yen
3. Effective date of appropriation of surplus
June 25, 2018-3-

Proposal 2: Election of eight (8) Members of the Board of Directors
The terms of office of all the eight (8) Members of the Board of Directors will expire at the conclusion ofthis meeting. We propose election of eight (8) Members of the Board of Directors.
The candidates for the Members of the Board of Directors are as follows:
List of candidates for Members of the Board of Directors
Attributes

Current positions in the
Company

No.

Name

1

Yasusuke Nakajima(Reappointment)

Representative Director,
President Executive Officer

2

Takaaki Kato

(Reappointment)

Representative Director,
Executive Vice President
Executive Officer

3

Keisuke Saito(Reappointment)

Member of the Board of
Directors, Senior Managing
Executive Officer

Attendanceof themeetings ofthe Board of
Directors
100%(20/20)100%(20/20)100%(20/20)100%

4Takafumi Shoji(Reappointment)

Member of the Board of
Directors, Senior Managing
Executive Officer

5

Masao Ono

(Reappointment)

Member of the Board of
Directors, Senior Managing
Executive Officer

6

Keiichi Handa(Reappointment)

Senior Managing Executive
Officer

7

Rokurou Tsuruta(Reappointment)

8

Shuhei Shiozawa(Reappointment)(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)-4-(16/16)(after hisassumption of officeon June 23, 2017)100%(16/16)(after hisassumption of officeon June 23, 2017)-

Member of the Board of
Directors (Outside)(18/20)Member of the Board of
Directors (Outside)(18/20)

90%

90%

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1979
April 2005
June 2005

April 2007
June 2009
June 2010
Yasusuke Nakajima(November 2, 1955)(Reappointment)

1June 2011

April 2012

Term of office as a
Member of the Boardof Directors: 13 years April 2014
Attendance of themeetings of the Board June 2015of Directors: (20/20)

Joined the Company
General Manager, Hydraulics Sales & Marketing Headquarters,
Hydraulic Components Operations
Member of the Board of Directors, General Manager, Hydraulics
Sales & Marketing Headquarters, Hydraulic Components
Operations
Member of the Board of Directors, General Manager, Hydraulics
Sales Headquarters, Hydraulic Components Operations
Managing Member of the Board of Directors, General Manager,
Hydraulic Components Operations
Senior Managing Member of the Board of Directors, in chargeof purchasing, general affairs and human resources
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, general affairs and humanresources
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, HydraulicComponents Operations
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, Corporate
Planning Div.
Member of the Board of Directors, President Executive Officer(current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has a wealth of experience and deep knowledge in management acquired
through his long-time career as a corporate manager and has steadily promoted
management reforms, including reinforcements of corporate governance,
management with an emphasis on quality, and management reform such as
global-level restructuring. We expect that his insight and achievements willcontinue to be useful for the decision-making on important matters and thesupervision of business execution of the whole Group as the Group works toaccomplish the targets of the mid-term management plan, as this fiscal year is the
middle year of the plan. Consequently, we reappoint him as a candidate for Memberof the Board of Directors.

-5-

Number ofshares of theCompany held

3,900

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1980
March 2005
April 2008
April 2009
April 2011
April 2013
June 2014
April 2015

Takaaki Kato
(June 12, 1957)(Reappointment)

2June 2015

Term of office as a
Member of the Board April 2016of Directors: 3 years
Attendance of theApril 2017
meetings of the Boardof Directors: (20/20) June 2017

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
General Manager, Hong Kong Branch, Mizuho Corporate Bank,
Ltd. (present Mizuho Bank, Ltd.)
Executive Officer, Mizuho Securities Co., Ltd.
Managing Executive Officer, dittoManaging Executive Officer, ditto and Chairman, Mizuho
Securities Asia Limited
Joined the Company, Managing Executive Officer, Deputy
General Manager, Finance & Accounting Div.
Managing Executive Officer, General Manager, Finance &Accounting Div.
Senior Managing Executive Officer, General Manager, Finance& Accounting Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of audit, in charge of CSR, General Manager,
Finance & Accounting Div., General Manager, Corporate
Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of global finance, General Manager, Finance& Accounting Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of global finance
Representative Director, Executive Vice President Executive
Officer, in charge of global finance (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has deep knowledge of finance, accounting, and IR, and has promoted IR
activities on a global basis based on the wealth of international experience andinsight he has acquired and cultivated while working in financial institutions. We
expect that his knowledge and achievements will continue to be useful for thepromotion to secure soundness in the management especially in its financial side,
the strengthening of IR activities, and the supervision of business execution of thegeneral management of the whole Group. Consequently, we reappoint him as a
candidate for Member of the Board of Directors.

-6-

Number ofshares of theCompany held

1,100

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1983
August 2002
September 2005

July 2007

July 2008
July 2009

September 2010
June 2011
Keisuke Saito(August 18, 1959)(Reappointment)

3

April 2014

Term of office as a January 2016
Member of the Boardof Directors: 7 years
April 2017
Attendance of themeetings of the Boardof Directors: (20/20)
April 2018

Joined the Ministry of International Trade and Industry (present
Ministry of Economy, Trade and Industry)
General Manager, Beijing Office, Japan-China Economic
Association
Director, Industrial Revitalization Division, Economic andIndustrial Policy Bureau, Ministry of Economy, Trade andIndustry
Director, Industrial Science and Technology Policy Division,
Industrial Science and Technology Policy and Environment
Bureau, ditto
Director, Finance Division, Minister’s Secretariat, ditto
Director-General for Energy Conservation and Renewable
Energy Department, Agency for Natural Resources and Energy,
dittoSpecial Adviser of the Company
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Engineering Div. and General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of legal affairs and information technology
administration, General Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of Information Technology Administration, incharge of Aircraft Components Div., General Manager,
Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of Aircraft Components Div., General Manager,
Hydraulic Components Operations
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Hydraulic Components Operationsand General Manager, Aircraft Components Div. (current
position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has diverse experience gained through his career in the Ministry of Economy,
Trade and Industry and deep knowledge cultivated in the Company in the areas ofengineering, research and development and has promoted activities to accomplishbusiness assignments under his strong leadership since taking charge of the Aircraft
Components Div. and Hydraulic Components Operations. We expect that his
knowledge and achievements will continue to be useful for stabilizing the profit
base of Hydraulic Components Operations, the recovery of the performance of theaircraft components business, and the supervision of business execution of thegeneral management of the Group. Consequently, we reappoint him as a candidate
for Member of the Board of Directors.

-7-

Number ofshares of theCompany held

2,300

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1978
April 2005
June 2005
June 2008
April 2009

June 2009

June 2010
June 2011

January 2015
Takafumi Shoji(January 10, 1956)(Reappointment)

April 2015

January 2016

4

Term of office as a
Member of the Boardof Directors: 7 years
April 2016
Attendance of themeetings of the Boardof Directors: (16/16)(after his assumption April 2017of office on June 23,
2017)
June 2017

April 2018

Joined the Company
General Manager, Accounting Dept.
Member of the Board of Directors, General Manager,
Accounting Dept.
Member of the Board of Directors, General Manager, Finance& Accounting Div.
Member of the Board of Directors, General Manager, Finance& Accounting Div. and General Manager, Information
Technology Administration Div.
Managing Member of the Board of Directors, General Manager,
Finance & Accounting Div. and General Manager, Information
Technology Administration Div.
Managing Member of the Board of Directors, General Manager,
Information Technology Administration Div.
Managing Executive Officer, General Manager, Information
Technology Administration Div. and General Manager, Audit
Dept.
Managing Executive Officer, General Manager, Information
Technology Administration Div.
Managing Executive Officer, in charge of general affairs,
General Manager, Information Technology Administration Div.
and General Manager, Human Resources Div.
Managing Executive Officer, in charge of general affairs, incharge of legal affairs, General Manager, Information
Technology Administration Div. and General Manager, Human
Resources Div.
Senior Managing Executive Officer, in charge of general affairs,in charge of legal affairs, in charge of audit, General Manager,
Information Technology Administration Div. and General
Manager, Human Resources Div.
Senior Managing Executive Officer, in charge of CSR, General
Manager, Information Technology Administration Div. andGeneral Manager, Finance & Accounting Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of CSR, General Manager, Information
Technology Administration Div. and General Manager, Finance& Accounting Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of CSR and Safety Control, and General
Manager, Finance & Accounting Div. (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has a wealth of business experience in finance & accounting, information
technology administration, audit and human resources and has promoted activities
for reinforcing corporate governance in performing his duties as an officer in chargeof general affairs, legal affairs and affairs concerning safety control andenvironment. We expect that his knowledge and achievements will continue to be
useful for the promotion of CSR activities, establishment of safety promotion
system, and the supervision of business execution of the general management of thewhole Group. Consequently, we reappoint him as a candidate for Member of theBoard of Directors.

-8-

Number ofshares of theCompany held

3,600

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1979
January 2004
April 2005

June 2006
June 2008
April 2012
Masao Ono
(November 7, 1956) April 2014
April 2016
(Reappointment)
Term of office as a April 2017
Member of the Boardof Directors: 1 year June 2017
5

Joined the Company
General Manager, Operations Planning Dept., Automotive
Devices Business Div.
General Manager, Operations Planning Dept., Automotive
Components Operations
General Manager, Purchasing Dept.
General Manager, Purchasing Div.
Executive Officer, General Manager, Purchasing Div.
Managing Executive Officer, General Manager, Purchasing Div.
Senior Managing Executive Officer, in charge of purchasing, incharge of CSR, General Manager, Corporate Planning Div.
Senior Managing Executive Officer, in charge of purchasing, incharge of audit, General Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, in charge of audit, General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, Corporate
Planning Div. (current position)

Attendance of themeetings of the Board April 2018of Directors: (16/16)(after his assumptionof office on June 23,
2017)[Reasons for proposing him as a candidate for Member of the Board of Directors]
As an officer responsible for executing the mid-term management plan, he has beenpromoting various measures toward the achievement of management tasks,
including organizational reforms and a realignment of the group companies.
We expect that his knowledge and achievement will continue to be useful forsustainable growth, the promotion of IoT as an innovation strategy, and thesupervision of business execution of the general management of the whole Group.
Consequently, we reappoint him as a candidate for Member of the Board of
Directors.

-9-

Number ofshares of theCompany held

1,500

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1977
January 2004
April 2005
June 2005

June 2007
June 2009

July 2010

Keiichi Handa(August 14, 1952)(Reappointment)

6

June 2011
April 2012

Term of office as a
Member of the Board April 2013of Directors: 6 years(from 2005 to 2011) January 2014

April 2014
April 2017

April 2018

Joined the Company
General Manager, Suspension Design Dept., Gifu North Plant,
Automotive Devices Business Div.
General Manager, Aftermarket Business Sales & Planning
Dept., Automotive Components Operations
Member of the Board of Directors, General Manager,
Aftermarket Business Sales & Planning Dept., Sales &Marketing Headquarters, Automotive Components Operations
Member of the Board of Directors, General Manager, Sales &Marketing Headquarters, Automotive Components Operations
Managing Member of the Board of Directors, Deputy General
Manager, Automotive Components Operations, in charge ofEurope Business Headquarters
Managing Member of the Board of Directors, Deputy General
Manager, Automotive Components Operations and President,
KYB Europe Headquarters GmbH (present KYB Europe
GmbH)Managing Executive Officer, President, KYB Europe
Headquarters GmbH (present KYB Europe GmbH)Managing Executive Officer, Deputy General Manager,
Corporate Planning Div. and General Manager, Global
Business Headquarters, Corporate Planning Div.
Managing Executive Officer, Deputy General Manager,
Corporate Planning Div.
Managing Executive Officer, Deputy General Manager,
Corporate Planning Div. and General Manager, Corporate
Planning Dept., Corporate Planning Div.
Managing Executive Officer, General Manager, Automotive
Components Operations
Senior Managing Executive Officer, in charge of U.S. andEurope business and General Manager, Automotive
Components Operations
Senior Managing Executive Officer, in charge of Automotive
Components Operations and in charge of Engineering (current
position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
In addition to his long-term contributions to the results of performance in theengineering, sales and planning divisions, he has promoted various reforms as aperson responsible for Automotive Components Operations. We expect that his
knowledge and achievement will be henceforth useful for new product development
and the promotion of innovative manufacturing as a person in charge of Engineeringand the supervision of business execution of the general management.
Consequently, we appoint him as a candidate for Member of the Board of Directors.

- 10 -

Number ofshares of theCompany held

2,400

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1970
April 2005
July 2006
June 2007
September 2007

7

Rokurou Tsuruta(June 16, 1943)(Reappointment)(Candidate forMember of the Boardof Directors(Outside))(Candidate for
Independent Officer)

June 2012
June 2015
May 2017
June 2017

Number ofshares of theCompany held

Prosecutor, Tokyo District Public Prosecutors Office
Superintending Prosecutor, Nagoya High Public Prosecutors
OfficeRegistered as an attorney (Daini Tokyo Bar Association)
Outside Director, TEIKOKU PISTON RING CO., LTD. (present
TPR Co., Ltd.) (current position)
Outside Audit & Supervisory Board Member, J. FRONTRETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Financial Group,
Inc.
Member of the Board of Directors (Outside) of the Company(current position)
Outside Director, J. FRONT RETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Banking
Corporation (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors
Term of office as a (Outside)]
Member of the Board In consideration of his expertise and experience as an attorney, we expect him toof Directors (Outside): continue giving us useful opinions and recommendations to strengthen the internal
3 years
control, compliance, etc. of the Company. Consequently, we reappoint him as a
candidate for Member of the Board of Directors (Outside).
Attendance of the Although he has not participated in corporate management other than as an outside
meetings of the Board director or outside audit & supervisory board member, we judge that he will duly
of Directors: (18/20) perform his duties as a Member of the Board of Directors (Outside) for theabovementioned reasons.
[Significant concurrent positions]
Attorney and representative, Tsuruta Rokurou Law OfficeOutside Director, TPR Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Banking Corporation- 11 -

300

No.

Name
(Date of birth)

Career summary, positions, responsibilities at the Company,
and significant concurrent positions
April 1981
April 1987
April 1994
January 2001
October 2005
March 2012

8

Number ofshares of theCompany held

Assistant, Faculty of Economics, Keio University
Associate Professor, Faculty of Economics, Keio University
Professor, Faculty of Economics, Keio University (current
position)
Director for International Economic Affairs, Cabinet Office
Dean, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
(current position)
Member of the Board of Directors (Outside) of the Company(current position)
Independent Director (Audit & Supervisory Committee
member), Ahresty Corporation (current position)

Shuhei Shiozawa(September 19, 1955)(Reappointment)
June 2016(Candidate forMember of the Board
June 2017of Directors(Outside))(Candidate for[Reasons for proposing him as a candidate for Member of the Board of Directors
Independent Officer)(Outside)]
We expect him to give us useful opinions and recommendations on finance and CSR
Term of office as aof the Company based on his wealth of knowledge and insight as a specialist in
Member of the Board
economics. Consequently, we reappoint him as a candidate for Member of the Boardof Directors (Outside):of Directors (Outside).
2 years
Although he has not participated in corporate management other than as an outside
director or outside audit & supervisory board member, we judge that he will duly
Attendance of theperform his duties as a Member of the Board of Directors (Outside) or for the above
meetings of the Board
mentioned reasons.
of Directors: (18/20)

100[Significant concurrent positions]
Professor, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
Independent Director (Audit & Supervisory Committee member), Ahresty Corporation(Notes)1. No conflict of interests exists between any of the above candidates and the Company.
2. The Company has designated Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa, candidates, as independent officers under
the rules of the Tokyo Stock Exchange and filed the designations with the Tokyo Stock Exchange. If the re-election ofboth Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa is approved, the Company will continue to designate them as
independent officers.
3. The liability limitation agreements with candidates for Members of the Board of Directors (Outside):
Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa have each entered into an agreement with the Company to limit their
liabilities. The Company shall continue the agreement with each of them should they be reelected.
The outline of the agreement is as follows:・ If Mr. Rokurou Tsuruta/Mr. Shuhei Shiozawa becomes liable to the Company for failure to perform his duties as a
Member of the Board of Directors (Outside) after the conclusion of this agreement, the maximum amount of his
liability shall be twice the value of the annual property benefits that he has received or should receive from theCompany as consideration for the execution of his duties during his term of office as calculated by the method
provided in Article 113 of the Ordinance for Enforcement of the Companies Act, and any amount in excess of the
maximum amount shall be exempted from the liability, provided that he has conducted his duties in good faith andwithout gross negligence.

- 12 -

Proposal 3: Election of one (1) Audit & Supervisory Board Member
Mr. Michio Tani will resign from his position as an Audit & Supervisory Board Member at the conclusionof this meeting. We propose election of one (1) Audit & Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidate for Audit & Supervisory Board Member is as follows.
In accordance with the provisions of the Articles of Incorporation, the term of office for the Audit &Supervisory Board Member elected by this meeting will expire on the expiry date of the Audit &Supervisory Board Member who will resign.
Name(Date of birth)

Past experienceand significant concurrent positions
April 1984
April 2011
April 2012
July 2013
April 2016

Takashi Saito(July 23, 1959)(New appointment)

April 2016
May 2017
June 2017

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
General Manager, International Fund Dept. ditto
Executive Officer, General Manager, International Fund Dept.
ditto
Executive Officer, General Manager, Derivatives Sales Dept.
dittoManaging Executive Officer, Deputy Head of Global Markets
Company, Mizuho Financial Group, Inc.
Managing Executive Officer, Co-General Manager, Global
Markets Division, Mizuho Bank, Ltd.
Advisor, Mizuho Human Services K.K.
Representative Director and President, ditto

Number ofshares of theCompany held

0

(Candidate for Audit [Reasons for proposing him as a candidate for Audit & Supervisory Board Member& Supervisory Board (Outside)]
Member (Outside)) He has considerable knowledge related to finance and accounting based on theexpertise and experience he has acquired while working in financial institutions,thus we expect that he will give us useful opinions and recommendations.
Consequently, we appoint him as a candidate for Outside Audit & Supervisory
Board Member.
He retired from his position as Representative Director and President of Mizuho
Human Services K.K. on May 2018.
[Significant concurrent positions]
None(Notes)1. No conflict of interests exists between Mr. Takashi Saito, a candidate, and the Company.
2. Mr. Takashi Saito, a candidate, once served as an Executive of Mizuho Bank, Ltd., a Specified Associated Service
Provider of the Company, in the past five years.
3. The liability limitation agreement with a candidate for Audit & Supervisory Board Member:
The Company will enter into an agreement with Mr. Takashi Saito, a candidate, to limit his liability should he beelected.
The outline of the agreement is as follows:・ If Mr. Takashi Saito becomes liable to the Company for failure to perform his duties as an Audit & Supervisory
Board Member (Outside) after the conclusion of this agreement, the maximum amount of his liability shall be twice
the total value of the annual property benefits that he has received or should receive from the Company asconsideration for the execution of his duties during his term of office as calculated by the method provided in
Article 113 of the Ordinance for Enforcement of the Companies Act, and any amount in excess of the maximum
amount shall be exempted from the liability, provided that he has conducted his duties in good faith and withoutgross negligence.

- 13 -

Proposal 4: Election of one (1) Substitute Audit & Supervisory Board Member
Mr. Atsushi Shigeta was elected as a Substitute Audit & Supervisory Board Member at the 95th Ordinary
General Meeting of Shareholders held on June 23, 2017 by its resolution effective until the commencementof this meeting. To prepare for any case where the number of Outside Audit & Supervisory Board Members
becomes less than the number required by laws and regulations, we propose to elect one (1) Substitute Audit& Supervisory Board Member.
Such Substitute Audit & Supervisory Board Member will assume the office of Audit & Supervisory
Board Member only if the number of Outside Audit & Supervisory Board Members becomes less than thenumber required by laws and regulations. His term of office shall be equal to the remaining term of office ofhis predecessor.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experienceand significant concurrent positions
April 1979
March 2006
April 2008
May 2010
May 2011
April 2013
June 2015
March 2016

Atsushi Shigeta(March 31, 1957)(Candidate for
Substitute Audit &Supervisory Board
Member (Outside))

June 2017
April 2018

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
Executive Officer and General Manager, 7th Sales Dept., Mizuho
Corporate Bank, Ltd. (present Mizuho Bank, Ltd.)Managing Executive Officer, ditto
Senior Managing Director, Tobu Department Store Co., Ltd.
Representative Senior Managing Director, ditto
Representative Director and President, ditto
Representative Director and President, Tobu Hotel Management
Co., Ltd. (current position)
Part-time Audit & Supervisory Board Member, Tokyo Tatemono
Real Estate Sales Co., Ltd. (current position)
Outside Audit & Supervisory Board Member, JCU
CORPORATION (current position)
Representative Director and President, Sendai Kokusai Hotel Co.,
Ltd. (current position)

Number ofshares of theCompany held

0

[Reasons for proposing him as a candidate for Substitute Audit & Supervisory
Board Member (Outside)]
We expect that he will give us useful opinions and recommendations to securesoundness of the auditing and corporate management of the Company based on his
wealth of experience as a long-time corporate manager. Consequently, we appoint
him as a candidate for Substitute Outside Audit & Supervisory Board Member.
[Significant concurrent positions]Representative Director and President, Tobu Hotel Management Co., Ltd.
Part-time Audit & Supervisory Board Member, Tokyo Tatemono Real Estate Sales
Co., Ltd.
Outside Audit & Supervisory Board Member, JCU CORPORATION
Representative Director and President, Sendai Kokusai Hotel Co., Ltd.

(Notes)1. No conflict of interests exists between Mr. Atsushi Shigeta, a candidate, and the Company.
2. Mr. Atsushi Shigeta, a candidate, retired from his posion as an Executive of Mizuho Bank, Ltd., a Specified AssociatedService Provider of the Company, eight years ago.
3. The liability limitation agreement with a candidate for Substitute Audit & Supervisory Board Member:
The Company has entered into an agreement with Mr. Shigeta Atsushi to limit his liability on condition that he assumes
office as Audit & Supervisory Board Member. The outline of the agreement is as follows:・ If Mr. Atsushi Shigeta becomes liable to the Company for failure to perform his duties as an Audit & Supervisory
Board Member (Outside) after the conclusion of this agreement, the maximum amount of his liability shall be twice
the total value of the annual property benefits that he has received or should receive from the Company asconsideration for the execution of his duties during his term of office as calculated by the method provided in
Article 113 of the Ordinance for Enforcement of the Companies Act, and any amount in excess of the maximum
amount shall be exempted from the liability, provided that he has conducted his duties in good faith and withoutgross negligence.

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Proposal 5: Payment of performance-linked bonuses to Members of the Board of Directors
We propose the payment of bonuses in the total amount of ¥148.7 million to six (6) Members of theBoard of Directors in office as of the end of the current fiscal year (excluding two (2) Members of the Boardof Directors (Outside) from the eight (8) Members of the Board of Directors) in consideration of various
factors, including the business performance for the current fiscal year.
For the purpose of promoting value-sharing with the shareholders through enhanced linkage between the
remuneration of Members of the Board of Directors and the business performance, the Company has adopted
a performance-linked bonus system with respect to the bonuses paid to the Members of the Board of
Directors (excluding Members of the Board of Directors (Outside)).
The policy for the performance-linked bonus system of the Company is as follows:(Policy for performance-linked bonus system)
The total amount of bonuses payable to Members of the Board of Directors (excluding Members of
the Board of Directors (Outside)) under the performance-linked bonus system, which is a variable
remuneration linked to the performance of the Company, shall be calculated in accordance with thedegree of actual achievement of the performance forecast stated in the kessan tanshin (financial
results report) on the settlement of accounts for the end of the previous fiscal year, within a certain
maximum amount separately set. The total amount for payment shall be decided by a resolution of
the Board of Directors upon consultation with the Remuneration Committee, a body consisting of theRepresentative Directors and the Members of the Board of Directors (Outside), and thereupon shallbe submitted to the ordinary general meeting of shareholders every year for approval. The amountpayable to each Member of the Board of Directors shall be decided based on the allotment ratio
preliminarily determined according to the position of each Member of the Board of Directors.
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