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 shall prevail.

(Securities Code: 7161)
September 6, 2024
To our shareholders:
Takashi Suzuki, Representative Director and President
Jimoto Holdings, Inc.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi

Notice of the Extraordinary General Meeting of Shareholders
and the General Meeting of Class Shareholders
You are cordially invited to attend the Extraordinary General Meeting of Shareholders (“Extraordinary Meeting”)
and General Meeting of Class Shareholders of common shareholders (“Class Meeting”) of Jimoto Holdings, Inc. (the“Company”), which will be held as indicated below.
Proposals submitted to the Extraordinary Meeting include Proposal No. 1 entitled “Partial Amendments to the
Articles of Incorporation.” As this proposal requires a resolution to be passed in accordance with Article 322,
paragraph 1, item 1 of the Companies Act, the Class Meeting will be held concurrently.
In convening the Extraordinary Meeting, the Company has taken measures for electronic provision, and matterssubject to electronic provision measures (“Electronic Provision Measures Matters”) are posted on the website below
as “Notice of the Extraordinary General Meeting of Shareholders and the General Meeting of Class Shareholders.”
The Company’s website: https://www.jimoto-hd.co.jp/ir/stock_info/shareholders_meeting/In addition to the above, Electronic Provision Measures Matters are posted on the website below.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website mentioned above, enter the Company’s name or securities code (7161) to search, and select“Basic information” and “Documents for public inspection/PR information” in this order to view the information.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet.
Please review the Reference Documents for the Extraordinary General Meeting of Shareholders included inElectronic Provision Measures Matters and exercise your voting rights by the end of the business day prior to theExtraordinary Meeting (5:10 p.m. on Thursday, September 26, 2024 (JST)).
Information about the venue- The Extraordinary Meeting and the Class Meeting will be held at the 9th Floor Auditorium Hall in the Head Officeof The Sendai Bank, Ltd. in Sendai City, with a live conference feed to the 3rd Floor Grand Conference Hall in
the Head Office of Kirayaka Bank, Ltd. in Yamagata City.
<To shareholders attending the live feed in Yamagata City>- The live feed venue in Yamagata City is not a venue for the Extraordinary Meeting pursuant to the Companies
Act. Please be aware that shareholders who attend the live feed will be able to watch the proceedings of theExtraordinary Meeting on the screen but will not be able to ask questions or exercise their shareholder rights, suchas the approval or disapproval of the proposals.
- If you plan to attend the live feed, please exercise your voting rights in advance in writing or via the internet andpresent the live feed admission sheet at the reception.

-1-

1. Date and Time: Friday, September 27, 2024, at 10:00 a.m. (JST)
2. Venue:
9th Floor Auditorium Hall, Head Office of The Sendai Bank, Ltd.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi
3. Purpose of Meeting(Extraordinary Meeting)
Matters to be resolved:
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of 5 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)(Class Meeting)
Matter to be resolved:
Proposal
Partial Amendments to the Articles of Incorporation
4. Other Information
Voting rights on the Company’s preferred shares
As the Company has not paid dividends on its Class B, C, D, and E Preferred Shares (hereinafter referred to as
the “Preferred Shares”), the government of Japan (The Resolution and Collection Corporation), which holds
Preferred Shares, is entitled to exercise voting rights on all matters at General Meetings of Shareholders until aproposal for declaration that the entire amount of dividends on preferred shares be paid is approved at a General
Meeting of Shareholders, as stipulated in the Company’s Articles of Incorporation and the guidelines for theissuance of Preferred Shares.
As a result, voting rights at the Extraordinary Meeting will be as stated below.
Total number of issued shares
Number of voting rights(shares)(units)Common shares
26,840,263
264,211Class B Preferred Shares

13,000,000

130,000

Class C Preferred Shares

10,000,000

100,000

Class D Preferred Shares

5,000,000

50,000Class E Preferred Shares

18,000,000

180,000

72,840,263

724,211Total

Any changes in the operation, etc. of the Extraordinary Meeting due to changes in the circumstances in the future
will be announced on the Company’s website.
-

When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception. In addition, please bringthis notice with you in order to save resources.
If any changes are made to items in the Electronic Provision Measures Matters, such changes will be posted on each website where
the matters are posted.

-2-

Reference Documents for the Extraordinary General Meeting of Shareholders
Proposal No. 1

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
The Company has received public funds from the government as capital participation. Of these funds, the ¥20.0
billion capital participation in the consolidated subsidiary Kirayaka Bank, Ltd. (“Kirayaka Bank”) made in 2009(Class C Preferred Shares; special measures for earthquake-affected financial institutions) will be due forrepayment in September 2024.
However, as already disclosed on April 26, 2024, and reported at the Annual General Meeting of Shareholders ofJune 20, 2024, the Company considered it difficult to repay this public fund owing mainly to the substantial losses
incurred by the Company and Kirayaka Bank for the fiscal year ended March 31, 2024, and thus had a series of
discussions with the government on a change of the repayment due date and other matters.
As a result of these discussions with the government, the Company now proposes to partially amend the Articles
of Incorporation in regard to provisions relating to Class C Preferred Shares, such as by reflecting a change of therepayment due date therefor. The amendments to the Articles of Incorporation concerning Class C Preferred
Shares are detailed in a management enhancement plan relating to public funds submitted to the government by
the Company and Kirayaka Bank; and the coming into effect of the amendments is conditional upon thegovernment’s approval of the plan.
The Company also proposes to add and revise provisions in line with the guidelines for the issuance of Class E
Preferred Shares, and delete certain other provisions.
The proposed partial amendments to the Articles of Incorporation outlined above will take effect if approved bythis Extraordinary Meeting as well as by each General Meeting of Class Shareholders of common shareholders,Class B preferred shareholders, Class C preferred shareholders, Class D preferred shareholders, and Class E
preferred shareholders to be held on September 27, 2024.
2. Partial amendments relating to the details of public funds and Class C Preferred Shares(1) Acquisition request period and minimum acquisition price in relation to the right to request acquisition in exchange
for common shares (Article 17)
Before amendments

After amendments

Last day of the acquisition
request period

September 30, 2024

September 30, 2037

Minimum acquisition price¥55(unadjusted for the share consolidation)¥272(adjusted for the share consolidation)(Reason for the amendment to the last day of the acquisition request period)
The Company is to change the repayment due date for Class C Preferred Shares from September 30, 2024, toSeptember 30, 2037, an extension of 13 years.
The new due date has been set based on the comprehensive consideration of various factors: the perspective of
Kirayaka Bank maintaining a capital adequacy ratio that enables it to fully function as a financial intermediary;
Kirayaka Bank’s earnings plan going forward; and matters associated primarily with Class D Preferred Shares(¥10.0 billion; repayment due date of December 28, 2037) as capital participation in Kirayaka Bank.
In conjunction with this change, the Company proposes to change the last day of the acquisition request period forClass C Preferred Shares to September 30, 2037, an extension of 13 years.
(Reason for the amendment to the minimum acquisition price)
In light of the recent level of its share price, the Company proposes to change the minimum acquisition priceapplied to the requests for acquisition and mandatory acquisition of Class C Preferred Shares in exchange forcommon shares to ¥272 (adjusted for the share consolidation).
On October 1, 2020, the Company effected a share consolidation at a ratio of 1 for 10. However, the ¥55 minimum
acquisition price before amendment has not been adjusted for the share consolidation; if adjusted for the shareconsolidation, the minimum acquisition price would be ¥514 at present.
-3-(2) Total number of authorized shares (Article 6)
Before amendment

After amendment

210,000,000
Common shares: 210,000,000

250,000,000
Common shares: 250,000,000(Reason for the amendment)
The proposed change of the minimum acquisition price outlined in (1) above would result in the number ofcommon shares exceeding the current total number of authorized shares of 210,000,000 when taking into accountthe number of potential shares. The Company therefore proposes to partially amend the Articles of Incorporation
to increase the total number of authorized shares.
The current total number of issued shares of the Company is 72,840,263. Therefore, the proposed total number ofauthorized shares of 250,000,000 is within the limit (291,361,052 under the four-times rule) established by Article
113, paragraph 3 of the Companies Act.
(3) Annualized rate of preferred dividend of Class C Preferred Shares (Article 13)
Before amendment

After amendment(Added)An annualized rate of preferred dividend of Class C
Preferred Shares for each fiscal year starting on or after
April 1, 2024.
An annualized rate equal to the funding cost as anannualized rate of preferred dividend disclosed by the
Deposit Insurance Corporation of Japan for the
relevant fiscal year.

(Reason for the amendment)
In connection with the planned change of the repayment due date for Class C Preferred Shares to September 30,
2037, the Company proposes to add a stipulation on preferred dividends.
3. Partial amendments relating to the details of Class E Preferred Shares
When applying for public funds pursuant to the Act on Special Measures for Strengthening Financial Functions(special provisions regarding COVID-19), the Company partially amended the Articles of Incorporation by adding
provisions under the newly created Chapter 3-2 “Class E Preferred Shares” on June 23, 2022.
Subsequently, on September 29, 2023, the Company issued 18,000,000 Class E Preferred Shares through anincrease in capital by third-party allotment to the government (The Resolution and Collection Corporation) inaccordance with the Act on Special Measures for Strengthening Financial Functions (special provisions regarding
COVID-19). The Company now proposes to add and revise provisions of the Articles of Incorporation in line withthe guidelines for the issuance of Class E Preferred Shares laid down at that time.
4. Deletion of certain provisions
The Class I preferred shares referred to in Article 16 were issued by The Sendai Bank, Ltd. (“Sendai Bank”), a
consolidated subsidiary of the Company, and corresponded to the Company’s Class B Preferred Shares.
Having exercised the right to request acquisition in exchange for the Company’s common shares, Sendai Bankacquired these Class I preferred shares as treasury shares on March 24, 2023, and cancelled all of them on thesame day. Accordingly, the Company proposes to delete the provision regarding the Class I preferred shares fromthe Articles of Incorporation.

-4-

<Reference 1>
List of Public Funds for Jimoto Holdings, Inc.
1−1 Public funds whose repayment dates are reviewed(1) Public funds the Company receives are listed in the table below.
(2) The public fund whose repayment date is reviewed this time is the ¥20.0 billion that Kirayaka Bank, Ltd.
accepted on September 30, 2009 through the issuance of Class C Preferred Shares by the Company.
1−2 Acquisition request period(1) For the preferred shares the Company issues, the Articles of Incorporation prescribe how to acquire them;for example, by buying them in cash and by delivering common shares in exchange for preferred shares.
(2) The last day of the request period (Acquisition Request Period) during which the government (The
Resolution and Collection Corporation) can request acquisition by delivering common shares is equivalent
to the repayment date of public funds.
(3) As a result of reviewing the repayment date this time, the Company has decided to extend the last day of
the acquisition request period for the Class C Preferred Shares.
No.

Date of capital
injection

Recipient of
capitalinjection

Form

Total amount
Acquisition request period(remaining(Beginning day) (Last day)amount)1

Convertible
September 30, Kirayaka Bank, preferred shares ¥20.0 billion(¥20.0 billion)
2009
Ltd.
[Class C
Preferred Shares]

Details of public
fund

Earthquake
disaster special
September 30, treatment2024[In 2012, Class↓
December 29, September 30, A (main rules)
was repaid, and
2012
2037
Class C
[After(earthquake
amendment] disaster special
treatment) was
issued]2

September 30,
2011

Convertible
preferred shares ¥30.0 billion(¥30.0 billion)[Class B
Preferred Shares]

April 1,2013

Earthquake
September 30,
disaster special
2036
treatment

3

Convertible
December 28, Kirayaka Bank, preferred shares ¥10.0 billion(¥10.0 billion)
2012
Ltd.
[Class D
Preferred Shares]June 29,2013

Earthquake
December 28,
disaster special
2037
treatment

4

Convertible
September 29, Kirayaka Bank, preferred shares ¥18.0 billion(¥18.0 billion)
2023
Ltd.
[Class E
Preferred Shares]

October 1,
2024

September 30, COVID-19
2048
special treatment

The Sendai
Bank, Ltd.

Sum total (total remaining amounts)¥78.0 billion (¥78.0 billion)-5-

<Reference 2>
Basis for the calculation of the number of authorized shares for the proposed amendments
2−1 Minimum acquisition price(1) In preparation for the case of selecting the method of acquisition by delivering common shares in exchange
for preference shares, the lower limit of the acquisition price is set in advance on the basis of the price ofcommon shares.
(2) The minimum acquisition price when Class C Preferred Shares were issued was ¥55 (unadjusted for theshare consolidation) and the current minimum acquisition price is ¥514 (adjusted for the shareconsolidation); this time, the Company has changed it to ¥272 (adjusted for the share consolidation) basedon the most recent share price level of the Company.
(3) The reduction in the minimum acquisition price will increase the number of shares to be delivered (numberof potential shares) when a request for acquisition of Class C Preferred Shares in exchange for commonshares is made.
2−2 Total number of authorized shares(1) The Company’s total number of authorized shares is 210,000,000 shares.
(2) By class, the total number of issued common shares is 26,840,263 shares.
(3) The total number of potential shares of common shares corresponding to Class B, C, D, and E Preferred
Shares is 217,373,905 shares, calculated based on the minimum acquisition price (for Class C Preferred
Shares, the minimum acquisition price after the change) stipulated in the guidelines for the issuance of thePreferred Shares.
(4) The new total number of authorized common shares required is therefore 244,214,168 shares, which is thesum of (2) and (3) above. This number exceeds 210,000,000 shares, which is the current total number ofauthorized common shares.
(5) In view of the above, the Company proposes to amend the Articles of Incorporation, changing the total
number of authorized common shares to 250,000,000 shares and the total number of authorized shares to
250,000,000 shares, based on the new total number of authorized common shares required, 244,214,168
shares.

Common shares

Number of potential
shares of common
Total number of issued
shares calculated based
shareson the minimum
acquisition price
26,840,263–

New total number ofauthorized commonshares required
26,840,263

Class B Preferred Shares

13,000,000

68,965,517

68,965,517

Class C Preferred Shares

10,000,000

73,529,411(*1)

73,529,411

Class D Preferred Shares

5,000,000

7,209,805

7,209,805

Class E Preferred Shares

18,000,000

67,669,172(*2)

67,669,172

(*1)

(*2)

Total
72,840,263
217,373,905
244,214,168
The number of potential shares of common shares calculated based on the minimum acquisition
price of Class C Preferred Shares is based on the assumption of a minimum acquisition price of¥272, the price after the change proposed this time.
The Company issued the Class E Preferred Shares on September 29, 2023. However, the acquisition
request period in exchange for common shares, based on the guidelines for the issuance of theseshares, only commences on October 1, 2024.

-6-

5. Details of the amendments
The amendments are as follows.
(Underlines indicate amendments)
Current Articles of Incorporation

Proposed amendments

Chapter 1
General Provisions

Chapter 1
General Provisions

Article 1. to Article 5. (Omitted)

Article 1. to Article 5. (Unchanged)

Chapter 2
Stocks(Total Number of Authorized Shares)
Article 6
The total number of authorized shares of the Company
shall be 210,000,000 shares, while the total number ofauthorized shares for each class shares of the Company
shall be as follows.
Common shares
210,000,000 sharesClass B Preferred Shares
13,000,000 sharesClass C Preferred Shares
20,000,000 sharesClass D Preferred Shares
20,000,000 sharesClass E Preferred Shares
20,000,000 shares

Chapter 2
Stocks(Total Number of Authorized Shares)
Article 6
The total number of authorized shares of the Company
shall be 250,000,000 shares, while the total number ofauthorized shares for each class shares of the Company
shall be as follows.
Common shares
250,000,000 sharesClass B Preferred Shares
13,000,000 sharesClass C Preferred Shares
20,000,000 sharesClass D Preferred Shares
20,000,000 sharesClass E Preferred Shares
20,000,000 shares

Article 7. to Article 12. (Omitted)

Article 7. to Article 12. (Unchanged)

Chapter 3
Class B, Class C, and Class D Preferred Shares(Preferred Dividends)
Article 13(i) When paying dividends of surplus in accordancewith Article 46 hereof, the Company shall pay
dividends of surplus through a monetary amount as
defined below (hereinafter, such money to pay throughdividends, “Preferred Dividends”) to shareholders
who own Class B, C, and D Preferred Shares(hereinafter “Preference Shareholders”) entered orrecorded in the final shareholder register as of March
31 of every year (hereinafter “Record Date ofPreferred Year-end Dividends”) or registered pledgeesof share for Class B, C, and D Preferred Shares(hereinafter “Registered Pledgees of Preferred
Shares”) before shareholders who own common sharesof the Company (hereinafter “Common Shareholders”
and “Common Shares” respectively) entered orrecorded in the final shareholder register on the said
Record Date of Preferred Year-end Dividends orregistered pledgees of shares for Common Shares(hereinafter “Registered Pledgees of Common
Shares”). However, the upper limit of the annualized
dividend rate shall be 8%, and in the event that
preferred interim dividends provided for in Article 14
hereof have been paid to Preference Shareholders orRegistered Pledgees of Preferred Shares in the fiscal
year to which the said Record Date of Preferred Yearend Dividends belongs, the amount of the preferredinterim dividend paid per preferred share shall be
deducted.

Chapter 3
Class B, Class C, and Class D Preferred Shares(Preferred Dividends)
Article 13(i) When paying dividends of surplus in accordancewith Article 46 hereof, the Company shall pay
dividends of surplus through a monetary amount as
defined below (hereinafter, such money to pay throughdividends, “Preferred Dividends”) to shareholders
who own Class B, C, and D Preferred Shares(hereinafter “Preference Shareholders”) entered orrecorded in the final shareholder register as of March
31 of every year (hereinafter “Record Date ofPreferred Year-end Dividends”) or registered pledgeesof share for Class B, C, and D Preferred Shares(hereinafter “Registered Pledgees of Preferred
Shares”) before shareholders who own common sharesof the Company (hereinafter “Common Shareholders”
and “Common Shares” respectively) entered orrecorded in the final shareholder register on the said
Record Date of Preferred Year-end Dividends orregistered pledgees of shares for Common Shares(hereinafter “Registered Pledgees of Common
Shares”). However, the upper limit of the annualized
dividend rate shall be 8%, and in the event that
preferred interim dividends provided for in Article 14
hereof have been paid to Preference Shareholders orRegistered Pledgees of Preferred Shares in the fiscal
year to which the said Record Date of Preferred Yearend Dividends belongs, the amount of the preferredinterim dividend paid per preferred share shall be
deducted.

-7-

Current Articles of Incorporation

Proposed amendments

Class B Preferred Shares
For each share, an amount obtained by multiplying theamount equivalent to the paid-in amount per Class B
Preferred Share (the “amount equivalent to the paid-in
amount per Class B Preferred Share” shall be initially
set at the amount calculated by dividing ¥1,500 by 6.5;
however, if there has been a stock split, allotment
without contribution, or consolidation of Class B
Preferred Shares or other similar event, the amountshall be adjusted appropriately; the same applies
hereinafter) by the annualized rate of Preferred
Dividend of Class B Preferred Shares.
“The annualized rate of Preferred Dividend of Class B
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class B
Preferred Shares for the fiscal year ended March 31,
2013.
Annualized rate of Preferred Dividend of Class B
Preferred Shares = Preferred Dividends of Class B
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class B
Preferred Share.
In the above formula, “Preferred Dividends of Class
B Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class B
Preferred Share by the below-defined funding cost as
an annualized rate of preferred divided (which,however, shall be the most recent funding cost as anannualized rate of preferred dividend disclosed as ofthe date of issuance of Class B Preferred Shares), andthen multiplying the resultant amount by 182/365 (anamount less than ¥1 shall be calculated to the third
decimal place and rounded up at the third decimal
place).
(2) An annualized rate of Preferred Dividend of Class B
Preferred Shares for each fiscal year starting on orafter April 1, 2013.
“Annualized rate of Preferred Dividend of Class B
Preferred Shares = Funding cost as an annualized
rate of preferred dividend disclosed by the Deposit
Insurance Corporation of Japan (DICJ) for the
relevant fiscal year (however, when DICJ does notdisclose funding cost as an annualized rate ofpreferred dividend for the relevant fiscal year, theannualized rate of Preferred Dividend of Class B
Preferred Shares means the most recent funding cost
as an annualized rate of preferred dividend disclosedby the immediately preceding fiscal year).

Class B Preferred Shares
For each share, an amount obtained by multiplying theamount equivalent to the paid-in amount per Class B
Preferred Share (the “amount equivalent to the paid-in
amount per Class B Preferred Share” shall be initially
set at the amount calculated by dividing ¥1,500 by 6.5;
however, if there has been a stock split, allotment
without contribution, or consolidation of Class B
Preferred Shares or other similar event, the amountshall be adjusted appropriately; the same applies
hereinafter) by the annualized rate of Preferred
Dividend of Class B Preferred Shares.
“The annualized rate of Preferred Dividend of Class B
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class B
Preferred Shares for the fiscal year ended March 31,
2013.
Annualized rate of Preferred Dividend of Class B
Preferred Shares = Preferred Dividends of Class B
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class B
Preferred Share.
In the above formula, “Preferred Dividends of Class
B Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class B
Preferred Share by the below-defined funding cost as
an annualized rate of preferred divided (which,however, shall be the most recent funding cost as anannualized rate of preferred dividend disclosed as ofthe date of issuance of Class B Preferred Shares), andthen multiplying the resultant amount by 182/365 (anamount less than ¥1 shall be calculated to the third
decimal place and rounded up at the third decimal
place).
(2) An annualized rate of Preferred Dividend of Class B
Preferred Shares for each fiscal year starting on orafter April 1, 2013.
“Annualized rate of Preferred Dividend of Class B
Preferred Shares = Funding cost as an annualized
rate of preferred dividend disclosed by the Deposit
Insurance Corporation of Japan (DICJ) for the
relevant fiscal year (however, when DICJ does notdisclose funding cost as an annualized rate ofpreferred dividend for the relevant fiscal year, theannualized rate of Preferred Dividend of Class B
Preferred Shares means the most recent funding cost
as an annualized rate of preferred dividend disclosedby the immediately preceding fiscal year).

-8-Current Articles of Incorporation

Proposed amendments

In the above formula, “funding cost as an annualized
rate of preferred dividend” means the funding cost as
an annualized rate of preferred dividend of theearthquake-affected special financial institutions,etc. for the immediately preceding fiscal year, which,in principle, is disclosed by DICJ around July of eachyear. However, if the funding cost as an annualized
rate of preferred dividend exceeds the lower rate ofeither a 12-month Japanese Yen TIBOR or 8%(hereinafter “Maximum Dividend Rate of Class B
Preferred Shares”), the annualized rate of Preferred
Dividend of Class B Preferred Shares shall be theMaximum Dividend Rate of Class B Preferred
Shares.
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday), or any other figure found tobe equivalent (a figure less than 1% shall becalculated to the fourth decimal place and rounded
off from the fourth decimal place).
Class C Preferred Shares
For each share, an amount obtained by multiplying theamount equivalent to the paid-in amount per Class C
Preferred Share (the “amount equivalent to the paid-in
amount per Class C Preferred Share” shall be initially
set at ¥200; however, if there has been a stock split,
allotment without contribution, or consolidation ofClass C Preferred Shares or other similar event, theamount shall be adjusted appropriately) by theannualized rate of Preferred Dividend of Class C
Preferred Shares.

In the above formula, “funding cost as an annualized
rate of preferred dividend” means the funding cost as
an annualized rate of preferred dividend of theearthquake-affected special financial institutions,etc. for the immediately preceding fiscal year, which,in principle, is disclosed by DICJ around July of eachyear. However, if the funding cost as an annualized
rate of preferred dividend exceeds the lower rate ofeither a 12-month Japanese Yen TIBOR or 8%(hereinafter “Maximum Dividend Rate of Class B
Preferred Shares”), the annualized rate of Preferred
Dividend of Class B Preferred Shares shall be theMaximum Dividend Rate of Class B Preferred
Shares.
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday), or any other figure found tobe equivalent (a figure less than 1% shall becalculated to the fourth decimal place and rounded
off from the fourth decimal place).
Class C Preferred Shares
For each share, an amount obtained by multiplying theamount equivalent to the paid-in amount per Class C
Preferred Share (the “amount equivalent to the paid-in
amount per Class C Preferred Share” shall be initially
set at ¥200; however, if there has been a stock split,
allotment without contribution, or consolidation ofClass C Preferred Shares or other similar event, theamount shall be adjusted appropriately) by theannualized rate of Preferred Dividend of Class C
Preferred Shares.

-9-

Current Articles of Incorporation

Proposed amendments“The annualized rate of Preferred Dividend of Class C
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class C
Preferred Shares for the fiscal year ended March 31,
2013.
Annualized rate of Preferred Dividend of Class C
Preferred Shares = Preferred Dividends of Class C
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class C
Preferred Share.
In the above formula, “Preferred Dividends of ClassC Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class C
Preferred Share by a ratio of the below-defined 12month Japanese Yen TIBOR (which shall becalculated using April 1 immediately preceding thedate of issuance of Class C Preferred Shares [or theimmediately following bank business day if the said
date is a bank holiday] as the determination date forthe annualized rate of Preferred Dividend of Class C
Preferred Shares) plus 1.15% (a figure less than 1%
shall be calculated to the fourth decimal place androunded off from the fourth decimal place), and thenmultiplying the resultant amount by 94/365 (anamount less than ¥1 shall be calculated to the fourth
decimal place and rounded up at the fourth decimal
place).
(2) An annualized rate of Preferred Dividend of Class C
Preferred Shares for each fiscal year starting on orafter April 1, 2013.
Annualized rate of Preferred Dividend of Class C
Preferred Shares = 12-month Japanese Yen TIBOR+ 1.15%.
In calculating an annualized rate of Preferred
Dividend of Class C Preferred Shares for each fiscal
year starting on or after April 1, 2013, a figure lessthan 1% shall be calculated to the fourth decimal
place and rounded off from the fourth decimal place.
In the above formula, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday) (hereinafter “Determination
Date for the Annualized Rate of Preferred Dividendof Class C Preferred Shares”), or any other figure
found to be equivalent.

“The annualized rate of Preferred Dividend of Class C
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class C
Preferred Shares for the fiscal year ended March 31,
2013.
Annualized rate of Preferred Dividend of Class C
Preferred Shares = Preferred Dividends of Class C
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class C
Preferred Share.
In the above formula, “Preferred Dividends of ClassC Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class C
Preferred Share by a ratio of the below-defined 12month Japanese Yen TIBOR (which shall becalculated using April 1 immediately preceding thedate of issuance of Class C Preferred Shares [or theimmediately following bank business day if the said
date is a bank holiday] as the determination date forthe annualized rate of Preferred Dividend of Class C
Preferred Shares) plus 1.15% (a figure less than 1%
shall be calculated to the fourth decimal place androunded off from the fourth decimal place), and thenmultiplying the resultant amount by 94/365 (anamount less than ¥1 shall be calculated to the fourth
decimal place and rounded up at the fourth decimal
place).
(2) An annualized rate of Preferred Dividend of Class C
Preferred Shares for each fiscal year starting on orafter April 1, 2013.
Annualized rate of Preferred Dividend of Class C
Preferred Shares = 12-month Japanese Yen TIBOR+ 1.15%.
In calculating an annualized rate of Preferred
Dividend of Class C Preferred Shares for each fiscal
year starting on or after April 1, 2013, a figure lessthan 1% shall be calculated to the fourth decimal
place and rounded off from the fourth decimal place.
In the above formula, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday) (hereinafter “Determination
Date for the Annualized Rate of Preferred Dividendof Class C Preferred Shares”), or any other figure
found to be equivalent.

- 10 -

Current Articles of Incorporation

Proposed amendments(New)(3) An annualized rate of Preferred Dividend of Class C
Preferred Shares for each fiscal year starting on orafter April 1, 2024.
Annualized rate of Preferred Dividend of Class C
Preferred Shares = Funding cost as an annualized
rate of preferred dividend disclosed by the Deposit
Insurance Corporation of Japan (DICJ) for the
relevant fiscal year (however, when DICJ does notdisclose funding cost as an annualized rate ofpreferred dividend for the relevant fiscal year, theannualized rate of Preferred Dividend of Class C
Preferred Shares means the most recent funding cost
as an annualized rate of preferred dividend disclosedby the immediately preceding fiscal year).
In the above formula, “funding cost as an annualized
rate of preferred dividend” refers to the annualized
rate equivalent to the funding cost as an annualized
rate of preferred dividend of the earthquake-affected
special financial institutions, etc. for the immediately
preceding fiscal year, which, in principle, isdisclosed by DICJ around July of each year.
However, if the funding cost as an annualized rate ofpreferred dividend exceeds the lower rate of either a
12-month Japanese Yen TIBOR or 8% (hereinafter“Maximum Dividend Rate of Class C Preferred
Shares”), the annualized rate of Preferred Dividendof Class C Preferred Shares shall be the Maximum
Dividend Rate of Class C Preferred Shares.
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday), or any other figure found tobe equivalent (a figure less than 1% shall becalculated to the fourth decimal place and rounded
off from the fourth decimal place).
Class D Preferred Shares
For each share, an amount obtained by multiplying theamount equivalent to the paid-in amount per Class D
Preferred Share (the “amount equivalent to the paid-in
amount per Class D Preferred Share” shall be initially
set at ¥200; however, if there has been a stock split,
allotment without contribution, or consolidation ofClass D Preferred Shares or other similar event, theamount shall be adjusted appropriately) by theannualized rate of Preferred Dividend of Class D
Preferred Shares.

(New)

Class D Preferred Shares
For each share, an amount obtained by multiplying theamount equivalent to the paid-in amount per Class D
Preferred Share (the “amount equivalent to the paid-in
amount per Class D Preferred Share” shall be initially
set at ¥200; however, if there has been a stock split,
allotment without contribution, or consolidation ofClass D Preferred Shares or other similar event, theamount shall be adjusted appropriately) by theannualized rate of Preferred Dividend of Class D
Preferred Shares.

- 11 -

Current Articles of Incorporation

Proposed amendments“The annualized rate of Preferred Dividend of Class D
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class D
Preferred Shares for the fiscal year ended March 31,
2013.
Annualized rate of Preferred Dividend of Class D
Preferred Shares = Preferred Dividends of Class D
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class D
Preferred Share.
In the above formula, “Preferred Dividends of Class
D Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class D
Preferred Share by the below-defined funding cost as
an annualized rate of preferred divided (which,however, shall be the most recent funding cost as anannualized rate of preferred dividend disclosed as ofthe date of issuance of Class D Preferred Shares), andthen multiplying the resultant amount by 94/365 (anamount less than ¥1 shall be calculated to the third
decimal place and rounded up at the third decimal
place).
(2) An annualized rate of Preferred Dividend of Class D
Preferred Shares for each fiscal year starting on orafter April 1, 2013. Annualized rate of Preferred
Dividend of Class D Preferred Shares = Funding cost
as an annualized rate of preferred dividend disclosedby the Deposit Insurance Corporation of Japan(DICJ) for the relevant fiscal year (however, when
DICJ does not disclose funding cost as an annualized
rate of preferred dividend for the relevant fiscal year,
the annualized rate of Preferred Dividend of Class D
Preferred Shares means the most recent funding cost
disclosed as an annualized rate of preferred dividendby the immediately preceding fiscal year).

“The annualized rate of Preferred Dividend of Class D
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class D
Preferred Shares for the fiscal year ended March 31,
2013.
Annualized rate of Preferred Dividend of Class D
Preferred Shares = Preferred Dividends of Class D
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class D
Preferred Share.
In the above formula, “Preferred Dividends of Class
D Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class D
Preferred Share by the below-defined funding cost as
an annualized rate of preferred divided (which,however, shall be the most recent funding cost as anannualized rate of preferred dividend disclosed as ofthe date of issuance of Class D Preferred Shares), andthen multiplying the resultant amount by 94/365 (anamount less than ¥1 shall be calculated to the third
decimal place and rounded up at the third decimal
place).
(2) An annualized rate of Preferred Dividend of Class D
Preferred Shares for each fiscal year starting on orafter April 1, 2013. Annualized rate of Preferred
Dividend of Class D Preferred Shares = Funding cost
as an annualized rate of preferred dividend disclosedby the Deposit Insurance Corporation of Japan(DICJ) for the relevant fiscal year (however, when
DICJ does not disclose funding cost as an annualized
rate of preferred dividend for the relevant fiscal year,
the annualized rate of Preferred Dividend of Class D
Preferred Shares means the most recent funding cost
disclosed as an annualized rate of preferred dividendby the immediately preceding fiscal year).

- 12 -

Current Articles of Incorporation

Proposed amendments

In the above formula, “funding cost as an annualized
rate of preferred dividend” means the funding cost as
an annualized rate of preferred dividend of theearthquake-affected special financial institutions,etc. for the immediately preceding fiscal year, which,in principle, is disclosed by DICJ around July of eachyear. However, if the funding cost as an annualized
rate of preferred dividend exceeds the lower rate ofeither a 12-month Japanese Yen TIBOR or 8%(hereinafter “Maximum Dividend Rate of Class D
Preferred Shares”), the annualized rate of Preferred
Dividend of Class D Preferred Shares shall be theMaximum Dividend Rate of Class D Preferred
Shares.
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday), or any other figure found tobe equivalent (a figure less than 1% shall becalculated to the fourth decimal place and rounded
off from the fourth decimal place).
(ii) If the aggregate amount paid to Preference
Shareholders of any class of Class B, C, and D
Preferred Shares or Registered Pledgees of Preferred
Shares as cash dividends from surplus in any
particular fiscal year is less than the prescribedamount of the relevant Preferred Dividends, theunpaid amount shall not be carried over to nor
cumulated in subsequent fiscal years.
(iii)The Company shall not distribute any dividends
from surplus to any Preference Shareholders orRegistered Pledgees of Preferred Shares in excess ofthe prescribed amount of the Preferred Dividends;
provided, however, that this does not apply to the
distribution from surplus in the process of theabsorption-type Company split pursuant to Article
758, item 8 (b) or Article 760, item 7 (b) of theCompanies Act, or the distribution from surplus in
the process of the incorporation-type Company split
pursuant to Article 763, paragraph 1, item 12 (b) or
Article 765, paragraph 1, item 8 (b) of the said act.

In the above formula, “funding cost as an annualized
rate of preferred dividend” means the funding cost as
an annualized rate of preferred dividend of theearthquake-affected special financial institutions,etc. for the immediately preceding fiscal year, which,in principle, is disclosed by DICJ around July of eachyear. However, if the funding cost as an annualized
rate of preferred dividend exceeds the lower rate ofeither a 12-month Japanese Yen TIBOR or 8%(hereinafter “Maximum Dividend Rate of Class D
Preferred Shares”), the annualized rate of Preferred
Dividend of Class D Preferred Shares shall be theMaximum Dividend Rate of Class D Preferred
Shares.
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday), or any other figure found tobe equivalent (a figure less than 1% shall becalculated to the fourth decimal place and rounded
off from the fourth decimal place).
(ii) If the aggregate amount paid to Preference
Shareholders of any class of Class B, C, and D
Preferred Shares or Registered Pledgees of Preferred
Shares as cash dividends from surplus in any
particular fiscal year is less than the prescribedamount of the relevant Preferred Dividends, theunpaid amount shall not be carried over to nor
cumulated in subsequent fiscal years.
(iii)The Company shall not distribute any dividends
from surplus to any Preference Shareholders orRegistered Pledgees of Preferred Shares in excess ofthe prescribed amount of the Preferred Dividends;
provided, however, that this does not apply to the
distribution from surplus in the process of theabsorption-type Company split pursuant to Article
758, item 8 (b) or Article 760, item 7 (b) of theCompanies Act, or the distribution from surplus in
the process of the incorporation-type Company split
pursuant to Article 763, paragraph 1, item 12 (b) or
Article 765, paragraph 1, item 8 (b) of the said act.

Article 14. to Article 15. (Omitted)

Article 14. to Article 15. (Unchanged)(Voting Rights on Preferred Shares)
Article 16(i) Preference Shareholders shall not be entitled toexercise voting rights on all matters at any General
Meeting of Shareholders.

(Voting Rights on Preferred Shares)
Article 16(i) Preference Shareholders shall not be entitled toexercise voting rights on all matters at any General
Meeting of Shareholders.

- 13 -

Current Articles of Incorporation

Proposed amendments(ii) Notwithstanding the provision of the preceding
paragraph, Preference Shareholders of respective
preferred shares shall be entitled to exercise voting
rights on all matters at General Meetings ofShareholders from the commencement of an Annual
General Meeting of Shareholders in the event that no
proposal for declaration that the entire amount ofPreferred Dividends of the said preferred shares (inthe event that Preferred Interim Dividends have been
paid, the amount so paid shall be deductedaccordingly; the same applies hereinafter in this
Article) be paid to the Preference Shareholders of
those preferred shares is submitted to such Annual
General Meeting of Shareholders, or from the closeof an Annual General Meeting of Shareholders in theevent that such proposal is rejected at such Annual
General Meeting of Shareholders, until, in either
case, a proposal for declaration that the entire amountof Preferred Dividends of the said preferred sharesbe paid to the Preference Shareholders is approved at
an Annual General Meeting of Shareholders.
(iii)Notwithstanding the provision of paragraph (i)above, Preference Shareholders of Class B Preferred
Shares shall be entitled to exercise voting rights on
all matters at General Meetings of Shareholders fromthe time of the issuance of Class B Preferred Shares,
provided that at that time, shareholders of Class I
preferred shares issued by The Sendai Bank, Ltd. areentitled to exercise voting rights at The Sendai Bank,
Ltd.’s general meetings of shareholders, until aproposal for declaration that the entire amount ofPreferred Dividends of Class B Preferred Shares be
paid is approved at a General Meeting of
Shareholders.
(Right to Request Acquisition in Exchange for
Common Shares)
Article 17(i) Preference Shareholders may request, with regard torespective preferred shares, that the Company
deliver Common Shares in exchange for theCompany’s acquisition of such preferred shares,
during the below-specified period in which thePreference Shareholders are entitled to request suchacquisition (hereinafter “Acquisition Request
Period”). However, with respect to shares less than
one unit, Preference Shareholders may not request
acquisition as provided for in this paragraph.
Class B Preferred Shares: From April 1, 2013,
to September 30, 2036.
Class C Preferred Shares: From December 29, 2012,
to September 30, 2024.
Class D Preferred Shares: From June 29, 2013,
to December 28, 2037.

(ii) Notwithstanding the provision of the preceding
paragraph, Preference Shareholders of respective
preferred shares shall be entitled to exercise voting
rights on all matters at General Meetings ofShareholders from the commencement of an Annual
General Meeting of Shareholders in the event that no
proposal for declaration that the entire amount ofPreferred Dividends of the said preferred shares (inthe event that Preferred Interim Dividends have been
paid, the amount so paid shall be deductedaccordingly; the same applies hereinafter in this
Article) be paid to the Preference Shareholders of
those preferred shares is submitted to such Annual
General Meeting of Shareholders, or from the closeof an Annual General Meeting of Shareholders in theevent that such proposal is rejected at such Annual
General Meeting of Shareholders, until, in either
case, a proposal for declaration that the entire amountof Preferred Dividends of the said preferred sharesbe paid to the Preference Shareholders is approved at
an Annual General Meeting of Shareholders.
(Deleted)(Right to Request Acquisition in Exchange for
Common Shares)
Article 17(i) Preference Shareholders may request, with regard torespective preferred shares, that the Company
deliver Common Shares in exchange for theCompany’s acquisition of such preferred shares,
during the below-specified period in which thePreference Shareholders are entitled to request suchacquisition (hereinafter “Acquisition Request
Period”). However, with respect to shares less than
one unit, Preference Shareholders may not request
acquisition as provided for in this paragraph.
Class B Preferred Shares: From April 1, 2013,
to September 30, 2036.
Class C Preferred Shares: From December 29, 2012,
to September 30, 2037.
Class D Preferred Shares: From June 29, 2013,
to December 28, 2037.

- 14 -

Current Articles of Incorporation

Proposed amendments

However, if the number of Common Shares to bedelivered in accordance with the following paragraphexceeds the number of exercisable shares, theacquisition request shall take effect only with regard to
the number of exercisable shares and it shall bedeemed that no acquisition request has been made withregard to the portion exceeding the number of
exercisable shares. In the above proviso, the “numberof exercisable shares” means the smaller of either (1)the number obtained by deducting the total number ofissued shares of the Company as of the date on which
the acquisition request was made (hereinafter“Acquisition Request Date”) and the number of shares
to be acquired by the share option holders of shareoptions (excluding the share options for which the firstday of the rights exercise period has not arrived) as of
the Acquisition Request Date through the exercise of
their share options from the total number of authorizedshares of the Company as of the Acquisition Request
Date or (2) the number obtained by deducting the total
number of issued Common Shares of the Company,
the number of Common Shares to be acquired byholders of shares with put options (excluding theshares with put options for which the first day of theAcquisition Request Period has not arrived) throughthe exercise of the put options, the number of Common
Shares to be acquired by holders of shares subject tocall upon occurrence of an acquisition event, and thenumber of Common Shares to be acquired by the shareoption holders of share options (excluding the shareoptions for which the first day of the rights exercise
period has not arrived) through the exercise of theirshare options, all as of the Acquisition Request Date,from the total number of authorized Common Sharesof the Company as of the Acquisition Request Date.
(ii) The Company shall, in exchange for the acquisitionof preferred shares pursuant to the preceding
paragraph, deliver Common Shares in the number
obtained by first multiplying the number of preferredshares of which the Preference Shareholder requests
acquisition by the amount specified below (however,if there has been a stock split, allotment without
contribution, or consolidation of such preferredshares or other similar event, the amount shall be
adjusted appropriately), and then dividing theresultant amount by the acquisition price specified in
the following paragraph. If a fraction of less than one
share arises in the calculation of the number ofCommon Shares to be delivered in exchange for theacquisition of such preferred shares, the fraction
shall be treated in accordance with Article 167,
paragraph 3 of the Companies Act.
Class B Preferred Shares: Amount obtained by
dividing ¥1,500 by 6.5Class C Preferred Shares: ¥200
Class D Preferred Shares: ¥200

However, if the number of Common Shares to bedelivered in accordance with the following paragraphexceeds the number of exercisable shares, theacquisition request shall take effect only with regard to
the number of exercisable shares and it shall bedeemed that no acquisition request has been made withregard to the portion exceeding the number of
exercisable shares. In the above proviso, the “numberof exercisable shares” means the smaller of either (1)the number obtained by deducting the total number ofissued shares of the Company as of the date on which
the acquisition request was made (hereinafter“Acquisition Request Date”) and the number of shares
to be acquired by the share option holders of shareoptions (excluding the share options for which the firstday of the rights exercise period has not arrived) as of
the Acquisition Request Date through the exercise of
their share options from the total number of authorizedshares of the Company as of the Acquisition Request
Date or (2) the number obtained by deducting the total
number of issued Common Shares of the Company,
the number of Common Shares to be acquired byholders of shares with put options (excluding theshares with put options for which the first day of theAcquisition Request Period has not arrived) throughthe exercise of the put options, the number of Common
Shares to be acquired by holders of shares subject tocall upon occurrence of an acquisition event, and thenumber of Common Shares to be acquired by the shareoption holders of share options (excluding the shareoptions for which the first day of the rights exercise
period has not arrived) through the exercise of theirshare options, all as of the Acquisition Request Date,from the total number of authorized Common Sharesof the Company as of the Acquisition Request Date.
(ii) The Company shall, in exchange for the acquisitionof preferred shares pursuant to the preceding
paragraph, deliver Common Shares in the number
obtained by first multiplying the number of preferredshares of which the Preference Shareholder requests
acquisition by the amount specified below (however,if there has been a stock split, allotment without
contribution, or consolidation of such preferredshares or other similar event, the amount shall be
adjusted appropriately), and then dividing theresultant amount by the acquisition price specified in
the following paragraph. If a fraction of less than one
share arises in the calculation of the number ofCommon Shares to be delivered in exchange for theacquisition of such preferred shares, the fraction
shall be treated in accordance with Article 167,
paragraph 3 of the Companies Act.
Class B Preferred Shares: Amount obtained by
dividing ¥1,500 by 6.5Class C Preferred Shares: ¥200
Class D Preferred Shares: ¥200

- 15 -

Current Articles of Incorporation

Proposed amendments(iii) (1) The initial acquisition price for Class B Preferred
Shares shall be the market price on April 1, 2013(“market price on April 1, 2013” shall be theamount equivalent to the average [an amount lessthan ¥1 shall be calculated to the first decimal
place and rounded down at the first decimal
place] of the daily closing prices [including
quotations; hereinafter “Closing Prices”] of theCompany’s Common Share over the fiveconsecutive trading days [excluding the numberof days with no Closing Prices] preceding [andexcluding] April 1, 2013, on Tokyo Stock
Exchange, Inc.). However, if the market price so
calculated is less than the minimum acquisition
price specified in paragraph (vi) below, theminimum acquisition price shall be applied.
(2) The initial acquisition price for Class C Preferred
Shares shall be the market price on the date ofissuance of Class C Preferred Shares. The market
price on the date of issuance of Class C Preferred
Shares shall be the amount equivalent to theaverage (an amount less than ¥1 shall becalculated to the first decimal place and rounded
down at the first decimal place) of the daily
Closing Prices of the Company’s Common Shareover the five consecutive trading days
immediately preceding (and including) the third
Friday of December 2012 (hereinafter“Determination Date for Initial Acquisition
Price”) on Tokyo Stock Exchange, Inc.
(excluding the number of days with no Closing
Prices; and, if the Determination Date for Initial
Acquisition Price is not a trading day, the fiveconsecutive trading days until the trading day
immediately preceding the Determination Datefor Initial Acquisition Price shall be applied).
However, if the acquisition price so calculated isless than the minimum acquisition pricespecified in paragraph (vi) below, the minimum
acquisition price shall be applied.

(iii) (1) The initial acquisition price for Class B Preferred
Shares shall be the market price on April 1, 2013(“market price on April 1, 2013” shall be theamount equivalent to the average [an amount lessthan ¥1 shall be calculated to the first decimal
place and rounded down at the first decimal
place] of the daily closing prices [including
quotations; hereinafter “Closing Prices”] of theCompany’s Common Share over the fiveconsecutive trading days [excluding the numberof days with no Closing Prices] preceding [andexcluding] April 1, 2013, on Tokyo Stock
Exchange, Inc.). However, if the market price so
calculated is less than the minimum acquisition
price specified in paragraph (vi) below, theminimum acquisition price shall be applied.
(2) The initial acquisition price for Class C Preferred
Shares shall be the market price on the date ofissuance of Class C Preferred Shares. The market
price on the date of issuance of Class C Preferred
Shares shall be the amount equivalent to theaverage (an amount less than ¥1 shall becalculated to the first decimal place and rounded
down at the first decimal place) of the daily
Closing Prices of the Company’s Common Shareover the five consecutive trading days
immediately preceding (and including) the third
Friday of December 2012 (hereinafter“Determination Date for Initial Acquisition
Price”) on Tokyo Stock Exchange, Inc.
(excluding the number of days with no Closing
Prices; and, if the Determination Date for Initial
Acquisition Price is not a trading day, the fiveconsecutive trading days until the trading day
immediately preceding the Determination Datefor Initial Acquisition Price shall be applied).
However, if the acquisition price so calculated isless than the minimum acquisition pricespecified in paragraph (vi) below, the minimum
acquisition price shall be applied.

- 16 -

Current Articles of Incorporation

Proposed amendments(3) The initial acquisition price for Class D Preferred
Shares shall be the amount equivalent to theaverage (an amount less than ¥1 shall becalculated to the first decimal place and rounded
down at the first decimal place) of the daily
Closing Prices over the five consecutive trading
days preceding the first day of the Acquisition
Request Period (excluding the first day of theAcquisition Request Period and excluding thenumber of days with no Closing Prices for theCompany's Common Share on Tokyo Stock
Exchange, Inc. [or, if the Company’s Common
Share is listed on multiple financial instrument
exchanges, on the financial instruments
exchange that recorded the largest trading value
over the one year preceding the first day of theAcquisition Request Period). However, if theacquisition price so calculated is less than theminimum acquisition price specified inparagraph (vi) below, the minimum acquisition
price shall be applied.
(iv) On or after the day following the third Friday of
every month during the Acquisition Request Period(hereinafter “Determination Date”), the acquisition
price shall be revised to the amount equivalent to theaverage (an amount less than ¥1 shall be calculated
to the first decimal place and rounded down at thefirst decimal place) of the daily Closing Prices of theCompany’s Common Share over the fiveconsecutive trading days immediately preceding(and including) the Determination Date (excluding
the days with no Closing Prices; and, if theDetermination Date is not a trading day, the fiveconsecutive trading days until the trading day
immediately preceding the Determination Date shallbe applied). However, if the revised acquisition priceso calculated is less than the minimum acquisition
price specified in paragraph (vi) below, the revised
acquisition price shall be the minimum acquisition
price. If any of the events occurs that are specified inparagraph (vii) below as events making it necessary
to adjust the acquisition price during the period fromthe first day of the five consecutive trading days
immediately preceding the Determination Date until(and including) the Determination Date, the revised
acquisition price shall be adjusted to an amount thatthe Board of Directors considers appropriate.
(v) No upper limit shall be placed on the acquisition
price.
(vi) The lower limit on the acquisition price (hereinafter“Minimum Acquisition Price”) for respective
preferred shares shall be as specified below.
Class B Preferred Shares: Amount obtained by
dividing ¥302 by 6.5Class C Preferred Shares: ¥55
Class D Preferred Shares: ¥148
However, these shall be adjusted in accordancewith the following paragraph.

(3) The initial acquisition price for Class D Preferred
Shares shall be the amount equivalent to theaverage (an amount less than ¥1 shall becalculated to the first decimal place and rounded
down at the first decimal place) of the daily
Closing Prices over the five consecutive trading
days preceding the first day of the Acquisition
Request Period (excluding the first day of theAcquisition Request Period and excluding thenumber of days with no Closing Prices for theCompany's Common Share on Tokyo Stock
Exchange, Inc. [or, if the Company’s Common
Share is listed on multiple financial instrument
exchanges, on the financial instruments
exchange that recorded the largest trading value
over the one year preceding the first day of theAcquisition Request Period). However, if theacquisition price so calculated is less than theminimum acquisition price specified inparagraph (vi) below, the minimum acquisition
price shall be applied.
(iv) On or after the day following the third Friday of
every month during the Acquisition Request Period(hereinafter “Determination Date”), the acquisition
price shall be revised to the amount equivalent to theaverage (an amount less than ¥1 shall be calculated
to the first decimal place and rounded down at thefirst decimal place) of the daily Closing Prices of theCompany’s Common Share over the fiveconsecutive trading days immediately preceding(and including) the Determination Date (excluding
the days with no Closing Prices; and, if theDetermination Date is not a trading day, the fiveconsecutive trading days until the trading day
immediately preceding the Determination Date shallbe applied). However, if the revised acquisition priceso calculated is less than the minimum acquisition
price specified in paragraph (vi) below, the revised
acquisition price shall be the minimum acquisition
price. If any of the events occurs that are specified inparagraph (vii) below as events making it necessary
to adjust the acquisition price during the period fromthe first day of the five consecutive trading days
immediately preceding the Determination Date until(and including) the Determination Date, the revised
acquisition price shall be adjusted to an amount thatthe Board of Directors considers appropriate.
(v) No upper limit shall be placed on the acquisition
price.
(vi) The lower limit on the acquisition price (hereinafter“Minimum Acquisition Price”) for respective
preferred shares shall be as specified below.
Class B Preferred Shares: Amount obtained by
dividing ¥302 by 6.5Class C Preferred Shares: ¥272
Class D Preferred Shares: ¥148
However, these shall be adjusted in accordancewith the following paragraph.

- 17 -

Current Articles of Incorporation

Proposed amendments(vii) (A) If the situation comes to fall under any of thesubitems below after the issuance of preferredshares, the acquisition price (including the
Minimum Acquisition Price) for such preferredshares shall be adjusted using the formula(hereinafter “Acquisition Price Adjustment
Formula”) specified below (hereinafter, theacquisition price so adjusted, “Adjusted
Acquisition Price”). In calculations using theAcquisition Price Adjustment Formula, anamount less than ¥1 shall be calculated to thefirst decimal place and rounded down at the firstdecimal place.

(vii) (A) If the situation comes to fall under any of thesubitems below after the issuance of preferredshares (for Class C Preferred Shares, it islimited to when any event falling under any of
the subitems below occurs on or after
September 27, 2024), the acquisition price(including the Minimum Acquisition Price) forsuch preferred shares shall be adjusted using theformula (hereinafter “Acquisition Price
Adjustment Formula”) specified below(hereinafter, the acquisition price so adjusted,“Adjusted Acquisition Price”). In calculations
using the Acquisition Price Adjustment
Formula, an amount less than ¥1 shall becalculated to the first decimal place and rounded
down at the first decimal place.

Number ofcommonPaid-in amount
Number of shares to be ×
per sharecommon＋ delivered
shares
Unadjusted outstanding
Market price

Number ofcommonPaid-in amount
Number of shares to be ×
per sharecommon＋ delivered
sharesAdjusted
Unadjusted outstanding
Market price
Number of×＝
acquisition acquisition
Number of common＋ common shares to
price
price
shares outstanding
be delivered

Adjusted

Number ofacquisition ＝ acquisition × Number of common＋ common shares to
price
price
shares outstanding
be deliveredi.

In the event that Common Shares are issued ortreasury Common Shares are disposed of(including allotment without contribution) at a
paid-in amount less than the market price to be
used in the Acquisition Price Adjustment
Formula (to be defined in item (C) below; thesame applies hereinafter) (however, excluding
cases in which Common Shares are delivered dueto the acquisition or exercise of shares with put
options, share options [including those attached
to bonds with share options; the same applies
hereinafter in this paragraph], or other securities
that enable the holders to request the delivery of
the Company’s Common Shares [hereinafter“Securities with Put Options”], or of sharessubject to call, share options subject to cal, orother securities that the Company may acquire in
exchange for the delivery of its Common Shares[hereinafter “Securities Subject to Call”]): The
Adjusted Acquisition Price shall apply either onor after the day following the payment date (ifthe payment period is specified, the last day ofthe payment period; the same applies hereinafter)(in the case of allotment without contribution, its
effective date) or, if there is a record date for
granting shareholders the right to receive theallotment of shares for subscription or allotting
them without contribution, on or after the day
following that record date.

- 18 -i.

In the event that Common Shares are issued ortreasury Common Shares are disposed of(including allotment without contribution) at a
paid-in amount less than the market price to be
used in the Acquisition Price Adjustment
Formula (to be defined in item (C) below; thesame applies hereinafter) (however, excluding
cases in which Common Shares are delivered dueto the acquisition or exercise of shares with put
options, share options [including those attached
to bonds with share options; the same applies
hereinafter in this paragraph], or other securities
that enable the holders to request the delivery of
the Company’s Common Shares [hereinafter“Securities with Put Options”], or of sharessubject to call, share options subject to cal, orother securities that the Company may acquire in
exchange for the delivery of its Common Shares[hereinafter “Securities Subject to Call”]): The
Adjusted Acquisition Price shall apply either onor after the day following the payment date (ifthe payment period is specified, the last day ofthe payment period; the same applies hereinafter)(in the case of allotment without contribution, its
effective date) or, if there is a record date for
granting shareholders the right to receive theallotment of shares for subscription or allotting
them without contribution, on or after the day
following that record date.

Current Articles of Incorporation

Proposed amendmentsii.

In the event of a stock split:
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that anincrease in the number of Common Shares dueto the stock split (excluding an increase in thenumber of treasury Common Shares of theCompany on the record date) has been deliveredon the record date for the stock split, and shallapply on or after the day following that record
date.
iii. In the event that Securities with Put Options
enabling the holders to request the delivery of theCompany’s Common Shares are issued(including allotment without contribution) at a
price that is less than the market price to be usedin the Acquisition Price Adjustment Formula (tobe defined in item (D) below; the same applies
hereinafter in this subitem, subitems iv. and v.
below, and item (C) iv. below):
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all the
Securities with Put Options acquired or
exercised in accordance with the initialconditions either on the payment date for the
Securities with Put Options (in the case of shareoptions, its allotment date) (in the case ofallotment without contribution, its effectivedate) or, if there is a record date for granting
shareholders the right to receive the allotment ofSecurities with Put Options or for allotting themwithout contribution, on that record date, andshall apply either on or after the day followingthat payment date (in the case of share options,its allotment date) (in the case of allotment
without contribution, its effective date), or on orafter the day following that record date.
Notwithstanding the above, in the event that theCompany has issued Securities with Put Options
whose price is not determined as of theabovementioned date on which Common Sharesare deemed to have been delivered and is to be
determined on a certain later date (hereinafter“Price Determination Date”) and that the price sodetermined is less than the market price to be
used in the Acquisition Price Adjustment
Formula, the Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all theremaining Securities with Put Options acquiredor exercised on the Price Determination Date inaccordance with the conditions finalized on thePrice Determination Date, and shall apply on orafter the day following the Price DeterminationDate.
- 19 -

ii.

In the event of a stock split:
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that anincrease in the number of Common Shares dueto the stock split (excluding an increase in thenumber of treasury Common Shares of theCompany on the record date) has been deliveredon the record date for the stock split, and shallapply on or after the day following that record
date.
iii. In the event that Securities with Put Options
enabling the holders to request the delivery of theCompany’s Common Shares are issued(including allotment without contribution) at a
price that is less than the market price to be usedin the Acquisition Price Adjustment Formula (tobe defined in item (D) below; the same applies
hereinafter in this subitem, subitems iv. and v.
below, and item (C) iv. below):
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all the
Securities with Put Options acquired or
exercised in accordance with the initialconditions either on the payment date for the
Securities with Put Options (in the case of shareoptions, its allotment date) (in the case ofallotment without contribution, its effectivedate) or, if there is a record date for granting
shareholders the right to receive the allotment ofSecurities with Put Options or for allotting themwithout contribution, on that record date, andshall apply either on or after the day followingthat payment date (in the case of share options,its allotment date) (in the case of allotment
without contribution, its effective date), or on orafter the day following that record date.
Notwithstanding the above, in the event that theCompany has issued Securities with Put Options
whose price is not determined as of theabovementioned date on which Common Sharesare deemed to have been delivered and is to be
determined on a certain later date (hereinafter“Price Determination Date”) and that the price sodetermined is less than the market price to be
used in the Acquisition Price Adjustment
Formula, the Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all theremaining Securities with Put Options acquiredor exercised on the Price Determination Date inaccordance with the conditions finalized on thePrice Determination Date, and shall apply on orafter the day following the Price Determination
Date.

Current Articles of Incorporation

Proposed amendments

iv. In the event that the Securities with Put Options
issued by the Company have conditions attachedunder which the price is to be revised on or after
its issuance date (excluding adjustments toprevent dilution that are similar to those specified
in this item (A) or item (B) below) and that theprice so revised (hereinafter “Revised Price”) on
the day of the revision (hereinafter “RevisionDate”) is less than the market price to be used in
the Acquisition Price Adjustment Formula:
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all theremaining Securities with Put Options acquiredor exercised at the Revised Price on the Revision
Date, and shall apply on or after the day
following the Revision Date.
When so using the Acquisition Price Adjustment
Formula, in accordance with each of (a) through(c) below, an amount obtained by multiplying
the acquisition price effective as of the day
preceding the date on which the Adjusted
Acquisition Price applies by the coefficient
specified in each event (hereinafter “Adjustment
Coefficient”) shall be deemed to be theunadjusted acquisition price.
(a) In the event that, for the Securities with Put
Options, no adjustment in accordance with
subitem iii. above or this subitem iv. was madebefore the Revision Date: The Adjustment
Coefficient shall be 1.
(b) In the event that, for the Securities with Put
Options, an adjustment in accordance with
subitem iii. above or this subitem iv. had been
made before the Revision Date and that,
subsequent to that adjustment, the acquisition
price was revised in accordance withparagraph (iv) above before the Revision
Date:
The Adjustment Coefficient shall be 1.
However, when calculating the Minimum
Acquisition Price, the Adjustment Coefficient
shall be the value obtained by dividing the
Minimum Acquisition Price prior to theimmediately preceding adjustment inaccordance with subitem iii. above or thissubitem iv. by the Minimum Acquisition Pricesubsequent to that adjustment.

iv. In the event that the Securities with Put Options
issued by the Company have conditions attachedunder which the price is to be revised on or after
its issuance date (excluding adjustments toprevent dilution that are similar to those specified
in this item (A) or item (B) below) and that theprice so revised (hereinafter “Revised Price”) on
the day of the revision (hereinafter “RevisionDate”) is less than the market price to be used in
the Acquisition Price Adjustment Formula:
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all theremaining Securities with Put Options acquiredor exercised at the Revised Price on the Revision
Date, and shall apply on or after the day
following the Revision Date.
When so using the Acquisition Price Adjustment
Formula, in accordance with each of (a) through(c) below, an amount obtained by multiplying
the acquisition price effective as of the day
preceding the date on which the Adjusted
Acquisition Price applies by the coefficient
specified in each event (hereinafter “Adjustment
Coefficient”) shall be deemed to be theunadjusted acquisition price.
(a) In the event that, for the Securities with Put
Options, no adjustment in accordance with
subitem iii. above or this subitem iv. was madebefore the Revision Date: The Adjustment
Coefficient shall be 1.
(b) In the event that, for the Securities with Put
Options, an adjustment in accordance with
subitem iii. above or this subitem iv. had been
made before the Revision Date and that,
subsequent to that adjustment, the acquisition
price was revised in accordance withparagraph (iv) above before the Revision
Date:
The Adjustment Coefficient shall be 1.
However, when calculating the Minimum
Acquisition Price, the Adjustment Coefficient
shall be the value obtained by dividing the
Minimum Acquisition Price prior to theimmediately preceding adjustment inaccordance with subitem iii. above or thissubitem iv. by the Minimum Acquisition Pricesubsequent to that adjustment.

- 20 -

Current Articles of Incorporation

Proposed amendments(c) In the event that, for the Securities with Put(c) In the event that, for the Securities with Put
Options, an adjustment in accordance with
Options, an adjustment in accordance with
subitem iii. above or this subitem iv. had been
subitem iii. above or this subitem iv. had been
made before the Revision Date and that,made before the Revision Date and that,
subsequent to that adjustment, the acquisition
subsequent to that adjustment, the acquisition
price was not revised in accordance withprice was not revised in accordance withparagraph (iv) above before the Revision
paragraph (iv) above before the Revision
Date:
Date:
The Adjustment Coefficient shall be the value
The Adjustment Coefficient shall be the value
obtained by dividing the acquisition price priorobtained by dividing the acquisition price prior
to the immediately preceding adjustment into the immediately preceding adjustment inaccordance with subitem iii. above or thisaccordance with subitem iii. above or thissubitem iv. by the acquisition price subsequent
subitem iv. by the acquisition price subsequent
to that adjustment.
to that adjustment.
v. In the event that Common Shares are delivered
v. In the event that Common Shares are delivered
in exchange for the acquisition of Securities
in exchange for the acquisition of Securities
Subject to Call at a price less than the market
Subject to Call at a price less than the market
price to be used in the Acquisition Price
price to be used in the Acquisition Price
Adjustment Formula: The Adjusted Acquisition
Adjustment Formula: The Adjusted Acquisition
Price shall apply on or after the day following thePrice shall apply on or after the day following theacquisition date.
acquisition date.
However, in the event that the acquisition priceHowever, in the event that the acquisition pricefor the Securities Subject to Call has alreadyfor the Securities Subject to Call has alreadybeen adjusted in accordance with subitems iii. or
been adjusted in accordance with subitems iii. or
iv. above, the Adjusted Acquisition Price shall,iv. above, the Adjusted Acquisition Price shall,
only if the fully diluted number of Common
only if the fully diluted number of Common
Shares (to be defined in (E) below) subsequent
Shares (to be defined in (E) below) subsequent
to the delivery of Common Shares in exchange
to the delivery of Common Shares in exchange
for that acquisition exceeds the number offor that acquisition exceeds the number ofCommon Shares outstanding immediately
Common Shares outstanding immediately
before that acquisition, be calculated using thebefore that acquisition, be calculated using theAcquisition Price Adjustment Formula by
Acquisition Price Adjustment Formula bydeeming that the excess in the number ofdeeming that the excess in the number ofCommon Shares has been delivered; but, if theCommon Shares has been delivered; but, if the
fully diluted number of Common Shares does
fully diluted number of Common Shares does
not exceed the number of Common Shares
not exceed the number of Common Shares
outstanding immediately before that acquisition,
outstanding immediately before that acquisition,no adjustment in accordance with this subitem v.
no adjustment in accordance with this subitem v.
shall be made.
shall be made.
vi. In the event of a consolidation of shares:
vi. In the event of a consolidation of shares:
The Adjusted Acquisition Price shall be
The Adjusted Acquisition Price shall becalculated using the Acquisition Pricecalculated using the Acquisition Price
Adjustment Formula, by indicating a decrease in
Adjustment Formula, by indicating a decrease in
the number of Common Shares due to thethe number of Common Shares due to theconsolidation of shares (excluding a decrease inconsolidation of shares (excluding a decrease in
the number of treasury Common Shares of thethe number of treasury Common Shares of theCompany on the effective date) as a negative
Company on the effective date) as a negativevalue and deeming it to be the number ofvalue and deeming it to be the number ofCommon Shares to be delivered, and shall apply
Common Shares to be delivered, and shall apply
on or after the effective date of the consolidation
on or after the effective date of the consolidationof shares.
of shares.
(B) Beyond the cases set forth in items (A) i. through(B) Beyond the cases set forth in items (A) i. through(A) vi. above, if the acquisition price (including(A) vi. above, if the acquisition price (including
Minimum Acquisition Price) needs to be
Minimum Acquisition Price) needs to be
adjusted due to a merger, company split, shareadjusted due to a merger, company split, shareexchange, share transfer, or other event, it shallexchange, share transfer, or other event, it shallbe changed to an acquisition price (including
be changed to an acquisition price (including
Minimum Acquisition Price) that the Board of
Minimum Acquisition Price) that the Board of
Directors considers appropriate.
Directors considers appropriate.
- 21 -

Current Articles of Incorporation

Proposed amendments(C) i. “Market price” to be used in the Acquisition
Price Adjustment Formula shall be the averageof the daily Closing Prices of the Company’s
Common Share over the five consecutive
trading days (excluding the number of days
with no Closing Prices) preceding the date on
which the Adjusted Acquisition Price applies.
However, in calculating the average, an amountless than ¥1 shall be calculated to the firstdecimal place and rounded down at the firstdecimal place. If any of the events occurs thatmake it necessary to adjust the acquisition priceduring the abovementioned five consecutive
trading days, the Adjusted Acquisition Priceshall be adjusted in the same manner as
specified in this paragraph.
ii. “Unadjusted acquisition price” to be used in the
Acquisition Price Adjustment Formula shall be
the acquisition price effective as of the day
preceding the date on which the Adjusted
Acquisition Price applies.
iii. “Number of Common Shares outstanding” to be
used in the Acquisition Price Adjustment
Formula shall be a figure obtained by adding thenumber of the Common Shares that are deemed
to be included in the “number of Common
Shares to be delivered” in accordance withitems (A) and (B) above prior to adjusting theacquisition price but have yet to be delivered(from [and including] the date on which an
adjustment pursuant to items (A) iv. (b) or (A)iv. (c) above is applied to certain Securities with
Put Options for the first time, excluding thenumber of Common Shares that is deemed to be
the “number of Common Shares to bedelivered” due to the adjustment applied inaccordance with items (A) iii. or (A) iv. above
before the most recent adjustment to such
Securities with Put Options pursuant to items(A) iv. (b) or (A) iv. (c) above), to the number
of issued Common Shares (excluding thenumber of treasury Common Shares) of theCompany as of either, if there is a record date,that record date (excluding the number ofCommon Shares deemed to have been deliveredon that record date in accordance with items (A)i. through (A) iii. above) or, if there is no record
date, the day one month before the date on
which the Adjusted Acquisition Price applies.
iv. “Paid-in amount per share” to be used in the
Acquisition Price Adjustment Formula shall be
the paid-in amount in the case of item (A) i.
above (¥0 in the case of allotment without
contribution) (an appropriate appraisal value inthe case of the payment of assets other thancash), ¥0 in the case of items (A) ii. and (A) vi.
above, or the price in the case of items (A) iii.
through (A) v. above (however, the Revised
Price applies in the case of item (A) iv.).

(C) i. “Market price” to be used in the Acquisition
Price Adjustment Formula shall be the averageof the daily Closing Prices of the Company’s
Common Share over the five consecutive
trading days (excluding the number of days
with no Closing Prices) preceding the date on
which the Adjusted Acquisition Price applies.
However, in calculating the average, an amountless than ¥1 shall be calculated to the firstdecimal place and rounded down at the firstdecimal place. If any of the events occurs thatmake it necessary to adjust the acquisition priceduring the abovementioned five consecutive
trading days, the Adjusted Acquisition Priceshall be adjusted in the same manner as
specified in this paragraph.
ii. “Unadjusted acquisition price” to be used in the
Acquisition Price Adjustment Formula shall be
the acquisition price effective as of the day
preceding the date on which the Adjusted
Acquisition Price applies.
iii. “Number of Common Shares outstanding” to be
used in the Acquisition Price Adjustment
Formula shall be a figure obtained by adding thenumber of the Common Shares that are deemed
to be included in the “number of Common
Shares to be delivered” in accordance withitems (A) and (B) above prior to adjusting theacquisition price but have yet to be delivered(from [and including] the date on which an
adjustment pursuant to items (A) iv. (b) or (A)iv. (c) above is applied to certain Securities with
Put Options for the first time, excluding thenumber of Common Shares that is deemed to be
the “number of Common Shares to bedelivered” due to the adjustment applied inaccordance with items (A) iii. or (A) iv. above
before the most recent adjustment to such
Securities with Put Options pursuant to items(A) iv. (b) or (A) iv. (c) above), to the number
of issued Common Shares (excluding thenumber of treasury Common Shares) of theCompany as of either, if there is a record date,that record date (excluding the number ofCommon Shares deemed to have been deliveredon that record date in accordance with items (A)i. through (A) iii. above) or, if there is no record
date, the day one month before the date on
which the Adjusted Acquisition Price applies.
iv. “Paid-in amount per share” to be used in the
Acquisition Price Adjustment Formula shall be
the paid-in amount in the case of item (A) i.
above (¥0 in the case of allotment without
contribution) (an appropriate appraisal value inthe case of the payment of assets other thancash), ¥0 in the case of items (A) ii. and (A) vi.
above, or the price in the case of items (A) iii.
through (A) v. above (however, the Revised
Price applies in the case of item (A) iv.).

- 22 -

Current Articles of Incorporation

Proposed amendments(D) “Price” in items (A) iii. through (A) v. above andin item (C) iv. above means an amount obtainedby first deducting the value of assets other thanCommon Shares to be delivered to the holders of
Securities with Put Options or Securities Subject
to Call upon acquisition or exercise of thosesecurities from the amount paid in when the
Securities with Put Options or the Securities
Subject to Call were issued (in the case of shareoptions, the amount to which the value of assets
to be contributed upon exercise of the shareoptions is added), and then dividing the resultant
amount by the number of Common Shares to bedelivered upon acquisition or exercise of thosesecurities.
(E) “Fully diluted number of Common Shares” initem (A) v. above shall be the number obtainedby first deducting, in accordance with item (C)iii. above, the number of the Common Sharesthat are related to the Securities Subject to Calland included in the number of Common Shares
outstanding but have yet to be delivered from thenumber of Common Shares outstanding as of thedate on which the Adjusted Acquisition Priceapplies, and then adding the number of Common
Shares to be delivered upon acquisition of the
Securities Subject to Call.
(F) In items (A) i. through (A) iii. above, in the eventthat a record date is set for each of the actions andthat a condition precedent for each of the actions
is a resolution approving a certain matter at theCompany’s General Meeting of Shareholders tobe held on or after the record date of the relevant
action, the Adjusted Acquisition Price shall,
notwithstanding the provisions of items (A) i.
through (A) iii. above, apply on or after the day
following the date of conclusion of the General
Meeting of Shareholders that made the resolution
for approval.
(G) If the difference between an unadjusted
acquisition price and the Adjusted Acquisition
Price that has been obtained using theAcquisition Price Adjustment Formula but has
not been adjusted in accordance with the second
sentence of item (A) above is less than ¥1, theacquisition price shall not be adjusted. However,
if an event subsequently occurs that makes it
necessary to adjust the acquisition price using theAcquisition Price Adjustment Formula and thus
the acquisition price is so calculated, theunadjusted acquisition price to be used in the
Acquisition Price Adjustment Formula shall be
replaced by the amount that is obtained bydeducting the said difference from theunadjusted acquisition price (an amount less than
¥1 shall be calculated to the second decimal
place and rounded down at the second decimal
place).

(D) “Price” in items (A) iii. through (A) v. above andin item (C) iv. above means an amount obtainedby first deducting the value of assets other thanCommon Shares to be delivered to the holders of
Securities with Put Options or Securities Subject
to Call upon acquisition or exercise of thosesecurities from the amount paid in when the
Securities with Put Options or the Securities
Subject to Call were issued (in the case of shareoptions, the amount to which the value of assets
to be contributed upon exercise of the shareoptions is added), and then dividing the resultant
amount by the number of Common Shares to bedelivered upon acquisition or exercise of thosesecurities.
(E) “Fully diluted number of Common Shares” initem (A) v. above shall be the number obtainedby first deducting, in accordance with item (C)iii. above, the number of the Common Sharesthat are related to the Securities Subject to Calland included in the number of Common Shares
outstanding but have yet to be delivered from thenumber of Common Shares outstanding as of thedate on which the Adjusted Acquisition Priceapplies, and then adding the number of Common
Shares to be delivered upon acquisition of the
Securities Subject to Call.
(F) In items (A) i. through (A) iii. above, in the eventthat a record date is set for each of the actions andthat a condition precedent for each of the actions
is a resolution approving a certain matter at theCompany’s General Meeting of Shareholders tobe held on or after the record date of the relevant
action, the Adjusted Acquisition Price shall,
notwithstanding the provisions of items (A) i.
through (A) iii. above, apply on or after the day
following the date of conclusion of the General
Meeting of Shareholders that made the resolution
for approval.
(G) If the difference between an unadjusted
acquisition price and the Adjusted Acquisition
Price that has been obtained using theAcquisition Price Adjustment Formula but has
not been adjusted in accordance with the second
sentence of item (A) above is less than ¥1, theacquisition price shall not be adjusted. However,
if an event subsequently occurs that makes it
necessary to adjust the acquisition price using theAcquisition Price Adjustment Formula and thus
the acquisition price is so calculated, theunadjusted acquisition price to be used in the
Acquisition Price Adjustment Formula shall be
replaced by the amount that is obtained bydeducting the said difference from theunadjusted acquisition price (an amount less than
¥1 shall be calculated to the second decimal
place and rounded down at the second decimal
place).

- 23 -

Current Articles of Incorporation

Proposed amendments(viii) The acquisition price specified in paragraphs (iii)through (vii) above (including the mandatory
acquisition price specified in Article 19 hereof; thesame applies hereinafter in this paragraph) shall be
construed from the viewpoint of preventing dilution
and ensuring substantive fairness among holders ofdifferent classes of shares; and, if calculating theacquisition price is difficult or the calculation results
turn out to be unreasonable, the Company’s Board of
Directors shall appropriately adjust the acquisition
price or take other reasonably necessary measures.

(viii) The acquisition price specified in paragraphs (iii)through (vii) above (including the mandatory
acquisition price specified in Article 19 hereof; thesame applies hereinafter in this paragraph) shall be
construed from the viewpoint of preventing dilution
and ensuring substantive fairness among holders ofdifferent classes of shares; and, if calculating theacquisition price is difficult or the calculation results
turn out to be unreasonable, the Company’s Board of
Directors shall appropriately adjust the acquisition
price or take other reasonably necessary measures.

Article 18. to Article 19. (Omitted)

Article 18. to Article 19. (Unchanged)

Chapter 3-2
Class E Preferred Shares(Preferred Dividend of Class E Preferred Shares)
Article 19-2(i) When paying dividends of surplus in accordancewith Article 46 hereof, the Company shall pay
dividends of surplus per Class E Preferred Sharethrough a monetary amount calculated bymultiplying the amount equivalent to the paid-in
amount per Class E Preferred Share (however, if
there has been a stock split, allotment without
contribution, or consolidation of Class E Preferred
Shares or other similar event, the amount shall be
adjusted appropriately) by the annualized dividendrate determined by resolution of the Board of
Directors before the issuance of Class E Preferred
Shares (hereinafter, such money to be paid throughdividends, “Preferred Dividend of Class E Preferred
Shares”) to shareholders who own Class E Preferred
Shares (hereinafter “Preference Shareholders ofClass E Preferred Shares") entered or recorded in the
final shareholder register as of the record date of thesaid dividends of surplus or registered pledgees ofshare for Class E Preferred Shares (hereinafter“Registered Pledgees of Class E Preferred Shares”)
before Common Shareholders and Registered
Pledgees of Common Shares. However, the upper
limit of the annualized dividend rate shall be 8%, andin the event that Preferred Interim Dividends of Class
E Preferred Shares provided for in Article 19-3
hereof have been paid to Preference Shareholders ofClass E Preferred Shares or Registered Pledgees ofClass E Preferred Shares in the fiscal year to which
the said record date belongs, the amount so paid shallbe deducted.

Chapter 3-2
Class E Preferred Shares(Preferred Dividend of Class E Preferred Shares)
Article 19-2(i) When paying dividends of surplus in accordancewith Article 46 hereof, the Company shall pay
dividends per Class E Preferred Share through amonetary amount (an amount less than ¥1 shall becalculated to the third decimal place and rounded up
at the third decimal place) (hereinafter “Preferred
Dividend of Class E Preferred Shares”) calculated bymultiplying the amount equivalent to the paid-in
amount per Class E Preferred Share (the amountequivalent to the paid-in amount per Class E
Preferred Share shall be initially ¥1,000, but if there
has been a stock split, allotment without
contribution, or consolidation of Class E Preferred
Shares or other similar event, the amount shall be
adjusted appropriately) by the annualized dividendrate specified below (hereinafter “annualized
dividend rate for Class E Preferred Shares”) to
shareholders who own Class E Preferred Shares(hereinafter “Preference Shareholders of Class E
Preferred Shares”) entered or recorded in the final
shareholder register as of the record date of preferred
year-end dividends or registered pledgees of share
for Class E Preferred Shares (hereinafter “Registered
Pledgees of Class E Preferred Shares”) before
Common Shareholders and Registered Pledgees ofCommon Shares. However, the upper limit of theannualized dividend rate shall be 8%, and in theevent that Preferred Interim Dividends of Class E
Preferred Shares provided for in Article 19-3 hereof
have been paid to Preference Shareholders of Class
E Preferred Shares or Registered Pledgees of Class E
Preferred Shares in the fiscal year to which the said
record date belongs, the amount so paid shall be
deducted.

- 24 -

Current Articles of Incorporation

Proposed amendments(New)“The annualized rate of Preferred Dividend of Class E
Preferred Shares” is:(1) An annualized rate of Preferred Dividend of Class E
Preferred Shares for the fiscal year ended March 31,
2024.
Annualized rate of Preferred Dividend of Class E
Preferred Shares = Preferred Dividends of Class E
Preferred Shares for the initial fiscal year ÷ Amountequivalent to the paid-in amount per Class E
Preferred Share.
(however, if there has been a stock split, allotment
without contribution, or consolidation of Class E
Preferred Shares or other similar event, the amountshall be adjusted appropriately)In the above formula, “Preferred Dividends of Class
E Preferred Shares for the initial fiscal year” meansa monetary amount obtained by first multiplying theamount equivalent to the paid-in amount per Class E
Preferred Share (however, if there has been a stock
split,
allotment
without
contribution,or
consolidation of Class E Preferred Shares or othersimilar event, the amount shall be adjusted
appropriately) by the below-defined funding cost as
an annualized rate of preferred divided (which,however, shall be the most recent funding cost as anannualized rate of preferred dividend disclosed as ofthe date of issuance of Class E Preferred Shares), andthen multiplying the resultant amount by 185/365 (anamount less than ¥1 shall be calculated to the third
decimal place and rounded up at the third decimal
place).

- 25 -

Current Articles of Incorporation

Proposed amendments(ii) If the aggregate amount paid to Preference
Shareholders of Class E Preferred Shares orRegistered Pledgees of Class E Preferred Shares ascash dividends from surplus in any particular fiscal
year is less than the prescribed amount of the relevant
Preferred Dividend of Class E Preferred Shares, theunpaid amount shall not be carried over to nor
cumulated in subsequent fiscal years.

(2) An annualized rate of Preferred Dividend of Class E
Preferred Shares for each fiscal year starting on orafter April 1, 2024.
Annualized rate of Preferred Dividend of Class E
Preferred Shares = Funding cost as an annualized
rate of preferred dividend disclosed by the Deposit
Insurance Corporation of Japan (DICJ) for the
relevant fiscal year (however, when DICJ does notdisclose funding cost as an annualized rate ofpreferred dividend for the relevant fiscal year, theannualized rate of Preferred Dividend of Class E
Preferred Shares means the most recent funding cost
as an annualized rate of preferred dividend disclosedby the immediately preceding fiscal year).
In the above formula, “funding cost as an annualized
rate of preferred dividend” means the funding cost as
an annualized rate of preferred dividend of theCovid-19 special financial institutions, etc. for theimmediately preceding fiscal year, which, inprinciple, is disclosed by DICJ around July of eachyear.
However, if the funding cost as an annualized rate ofpreferred dividend exceeds the lower rate of either a
12-month Japanese Yen TIBOR or 8% (hereinafter“Maximum Dividend Rate of Class E Preferred
Shares”), the annualized rate of Preferred Dividendof Class E Preferred Shares shall be the Maximum
Dividend Rate of Class E Preferred Shares.
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by the
JBA TIBOR Administration (JBATA) (in the eventthat an organization which announces the figure ischanged from JBATA to another organization, theterm “the JBA TIBOR Administration (JBATA)” isdeemed to be replaced with the said anotherorganization) as a Japanese Yen 12-month Tokyo
InterBank Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if the said
date is a bank holiday), or any other figure found tobe equivalent (a figure less than 1% shall becalculated to the fourth decimal place and rounded
off from the fourth decimal place).
(ii) If the aggregate amount paid to Preference
Shareholders of Class E Preferred Shares orRegistered Pledgees of Class E Preferred Shares ascash dividends from surplus in any particular fiscal
year is less than the prescribed amount of the relevant
Preferred Dividend of Class E Preferred Shares, theunpaid amount shall not be carried over to nor
cumulated in subsequent fiscal years.

- 26 -

Current Articles of Incorporation

Proposed amendments(iii)The Company shall not distribute any dividends
from surplus to any Preference Shareholders of Class
E Preferred Shares or Registered Pledgees of Class E
Preferred Shares in excess of the prescribed amountof the Preferred Dividend of Class E Preferred
Shares; provided, however, that this does not apply
to the distribution from surplus in the process of theabsorption-type Company split pursuant to Article
758, item 8 (b) or Article 760, item 7 (b) of theCompanies Act, or the distribution from surplus in
the process of the incorporation-type Company split
pursuant to Article 763, paragraph 1, item 12 (b) or
Article 765, paragraph 1, item 8 (b) of the said act.
(Preferred Interim Dividend of Class E Preferred
Shares)
Article 19-3(iii)The Company shall not distribute any dividends
from surplus to any Preference Shareholders of Class
E Preferred Shares or Registered Pledgees of Class E
Preferred Shares in excess of the prescribed amountof the Preferred Dividend of Class E Preferred
Shares; provided, however, that this does not apply
to the distribution from surplus in the process of theabsorption-type Company split pursuant to Article
758, item 8 (b) or Article 760, item 7 (b) of theCompanies Act, or the distribution from surplus in
the process of the incorporation-type Company split
pursuant to Article 763, paragraph 1, item 12 (b) or
Article 765, paragraph 1, item 8 (b) of the said act.
(Preferred Interim Dividend of Class E Preferred
Shares)
Article 19-3
When paying interim dividends of surplus inaccordance with Article 47 hereof, the Company shall
pay dividends of surplus up to but no more than half
the amount of the Preferred Dividend of Class E
Preferred Shares for each fiscal year per Class E
Preferred Share (hereinafter, such money to be paid
through dividends, “Preferred Interim Dividend ofClass E Preferred Shares”) to Preference Shareholdersof Class E Preferred Shares entered or recorded in the
final shareholder register as of the record date ofpreferred interim dividends or Registered Pledgees ofClass E Preferred Shares before the final Common
Shareholders as of the record date of the preferredinterim dividends or Registered Pledgees of Common
Shares.
(Distribution of Residual Assets to Preference
Shareholders of Class E Preferred Shares)
Article 19-4(i) If the Company distributes its residual assets, it shall
pay cash per Class E Preferred Share, in the amountobtained by adding the amount equivalent to thetransitional Preferred Dividend of Class E Preferred
Shares prescribed below to ¥1000 per Class E
Preferred Share (however, if there has been a stock
split,
allotment
without
contribution,or
consolidation of Class E Preferred Shares or othersimilar event, the amount shall be adjusted
appropriately), to Preference Shareholders of Class
E Preferred Shares or Registered Pledgees of Class E
Preferred Shares with priority over Common
Shareholders and Registered Pledgees of Common
Shares.

When paying interim dividends of surplus inaccordance with Article 47 hereof, the Company shall
pay dividends of surplus up to but no more than half
the amount of the Preferred Dividend of Class E
Preferred Shares for each fiscal year per Class E
Preferred Share (hereinafter, such money to be paid
through dividends, “Preferred Interim Dividend ofClass E Preferred Shares”) to Preference Shareholdersof Class E Preferred Shares entered or recorded in the
final shareholder register as of the record date of thesaid interim dividends of surplus or Registered
Pledgees of Class E Preferred Shares before Common
Shareholders or Registered Pledgees of Common
Shares.
(Distribution of Residual Assets to Preference
Shareholders of Class E Preferred Shares)
Article 19-4(i) If the Company distributes its residual assets, it shall
pay cash per Class E Preferred Share, in the amountdetermined by resolution of the Board of Directors
before the issuance of Class E Preferred Shares inlight of the amount equivalent to the paid-in amountper Class E Preferred Share, to Preference
Shareholders of Class E Preferred Shares orRegistered Pledgees of Class E Preferred Shares withpriority over Common Shareholders and Registered
Pledgees of Common Shares.

- 27 -

Current Articles of Incorporation

Proposed amendments(New)

The amount equivalent to transitional Preferred
Dividend of Class E Preferred Share per Class E
Preferred Share shall be an amount obtained on theDistribution Date by first multiplying the number ofdays from (and including) the first day of the fiscal
year to which the Distribution Date belongs until (andincluding) the Distribution Date by the amount ofPreferred Dividend of Class E Preferred Share, andthen dividing the resultant amount by 365 (an amountless than ¥1 shall be calculated to the third decimal
place and rounded up at the third decimal place);
however, the abovementioned Preferred Dividend ofClass E Preferred Share shall be calculated using themost recent funding cost disclosed as an annualized
rate of preferred dividend as of the day preceding theDistribution Date; and, in the event that PreferredInterim Dividends of Class E Preferred Shares havebeen paid to Preference Shareholders of Class E
Preferred Shares or Registered Pledgees of Class E
Preferred Shares in the fiscal year to which theDistribution Date belongs, the amount so paid shall be
deducted.
(ii) The Company shall not make a distribution ofresidual assets other than as provided for in thepreceding paragraph to Preference Shareholders ofClass E Preferred Shares or Registered Pledgees ofClass E Preferred Shares.
(Voting Rights of Preference Shareholders of Class E
Preferred Shares)
Article 19-5(i) Preference Shareholders of Class E Preferred Sharesshall not be entitled to exercise voting rights on all
matters at any General Meeting of Shareholders.
(ii) Notwithstanding the provision of the preceding
paragraph, Preference Shareholders of Class E
Preferred Shares shall be entitled to exercise voting
rights on all matters at General Meetings ofShareholders from the commencement of an Annual
General Meeting of Shareholders in the event that no
proposal for declaration that the entire amount ofPreferred Dividends of the said preferred shares (inthe event that Preferred Interim Dividends have been
paid, the amount so paid shall be deductedaccordingly; the same applies hereinafter in this
Article) be paid to the Preference Shareholders ofClass E Preferred Shares is submitted to such Annual
General Meeting of Shareholders or from the closeof an Annual General Meeting of Shareholders in theevent that such proposal is rejected at such Annual
General Meeting of Shareholders, until, in either
case, a proposal for declaration that the entire amountof Preferred Dividends of the said preferred sharesbe paid to the Preference Shareholders is approved at
an Annual General Meeting of Shareholders.
(Right to Request Acquisition in Exchange for
Common Shares)
Article 19-6(ii) The Company shall not make a distribution ofresidual assets other than as provided for in thepreceding paragraph to Preference Shareholders ofClass E Preferred Shares or Registered Pledgees ofClass E Preferred Shares.
(Voting Rights of Preference Shareholders of Class E
Preferred Shares)
Article 19-5(i) Preference Shareholders of Class E Preferred Sharesshall not be entitled to exercise voting rights on all
matters at any General Meeting of Shareholders.
(ii) Notwithstanding the provision of the preceding
paragraph, Preference Shareholders of Class E
Preferred Shares shall be entitled to exercise voting
rights on all matters at General Meetings ofShareholders from the commencement of an Annual
General Meeting of Shareholders in the event that no
proposal for declaration that the entire amount ofPreferred Dividends of the said preferred shares (inthe event that Preferred Interim Dividends have been
paid, the amount so paid shall be deductedaccordingly; the same applies hereinafter in this
Article) be paid to the Preference Shareholders ofClass E Preferred Shares is submitted to such Annual
General Meeting of Shareholders or from the closeof an Annual General Meeting of Shareholders in theevent that such proposal is rejected at such Annual
General Meeting of Shareholders, until, in either
case, a proposal for declaration that the entire amountof Preferred Dividends of the said preferred sharesbe paid to the Preference Shareholders is approved at
an Annual General Meeting of Shareholders.
(Right to Request Acquisition in Exchange for
Common Shares)
Article 19-6

- 28 -

Current Articles of Incorporation

Proposed amendments(i) Preference Shareholders of Class E Preferred Shares
may request that the Company deliver Common
Shares in exchange for acquiring Class E Preferred
Shares, during the period in which such Preference
Shareholders are entitled to request acquisition as
determined by resolution of the Board of Directors
adopted at the time of issuance of Class E Preferred
Shares (hereinafter “Acquisition Request Period forClass E Preferred Shares”), under the condition of
acquisition designated by such resolution. However,with respect to shares less than one unit, Preference
Shareholders of Class E Preferred Shares may not
request acquisition as provided for in this paragraph.

(i) Preference Shareholders of Class E Preferred Shares
may make a request to the Company for theacquisition of their own Class E Preferred Shares
during the below-specified period in which such
Preference Shareholders are entitled to request
acquisition (hereinafter “Acquisition Request Period
for Class E Preferred Shares”). When a request forsuch acquisition is made, the Company shall deliver
the property specified in the following paragraph to
the Preference Shareholder of Class E Preferred
Shares in exchange for the acquisition of the Class E
Preferred Shares requested by the Preference
Shareholder of Class E Preferred Shares. With
respect to shares less than one unit, Preference
Shareholders of Class E Preferred Shares may not
request acquisition as provided for in this paragraph.
The acquisition request period of Class E Preferred
Shares shall be from October 1, 2024, to September
30, 2048.
However, if the number of Common Shares as an asset
stipulated in the following paragraph exceeds thenumber of exercisable shares, the acquisition request
shall take effect only with regard to the number of
exercisable shares and it shall be deemed that noacquisition request has been made with regard to the
portion exceeding the number of exercisable shares.
In the above proviso, the “number of exercisable
shares” means the smaller of either (1) the number
obtained by deducting the total number of issued
shares of the Company as of the Acquisition Request
Date and the number of shares to be acquired by theshare option holders of share options (excluding theshare options for which the first day of the rights
exercise period has not arrived) as of the Acquisition
Request Date through the exercise of their shareoptions from the total number of authorized shares of
the Company as of the Acquisition Request Date or (2)the number obtained by deducting the total number ofissued Common Shares of the Company, the numberof Common Shares to be acquired by holders of shareswith put options (excluding the shares with put options
for which the first day of the Acquisition Request
Period has not arrived) through the exercise of the put
options, the number of Common Shares to be acquiredby holders of shares subject to call upon occurrence ofan acquisition event, and the number of Common
Shares to be acquired by the share option holders ofshare options (excluding the share options for which
the first day of the rights exercise period has not
arrived) through the exercise of their share options, all
as of the Acquisition Request Date, from the total
number of authorized Common Shares of theCompany as of the Acquisition Request Date.

(New)

(New)

- 29 -

Current Articles of Incorporation

Proposed amendments(ii) The Company shall, in exchange for the acquisitionof Class E Preferred Shares, deliver Common Sharesin the number obtained by first multiplying thenumber of Class E Preferred Shares of which thePreference Shareholder of Class E Preferred Shares
has requested acquisition by the amount equivalent
to the paid-in amount per Class E Preferred Share(however, if there has been a stock split, allotment
without contribution, or consolidation of Class E
Preferred Shares or other similar event, the amountshall be adjusted appropriately), and then dividing
the resultant amount by the acquisition pricespecified in the following paragraph. Any fraction ofless than one share in the number of Common Shares
to be delivered in exchange for acquisition of Class
E Preferred Shares shall be treated in accordancewith Article 167, paragraph 3 of the Companies Act.
(iii)The acquisition price per Common Share(hereinafter “Acquisition Price”) shall initially be an
amount calculated in a manner determined byresolution of the Board of Directors before theissuance of Class E Preferred Shares, and the Boardof Directors may, by its resolution, determine ameans to revise and adjust the Acquisition Price. If
the Company revises the Acquisition Price by such
resolution, it shall set the lower limit on the revised
price; and, if the Acquisition Price falls below theamount prescribed as the lower limit, the Acquisition
Price shall be revised to the amount prescribed as thelower limit.

(ii) The Company shall, in exchange for the acquisitionof Class E Preferred Shares, deliver Common Sharesin the number obtained by first multiplying thenumber of Class E Preferred Shares of which thePreference Shareholder of Class E Preferred Shares
has requested acquisition by ¥1000 (however, if
there has been a stock split, allotment without
contribution, or consolidation of Class E Preferred
Shares or other similar event, the amount shall be
adjusted appropriately), and then dividing theresultant amount by the acquisition price specified in
the following paragraph. Any fraction of less than
one share in the number of Common Shares to bedelivered in exchange for acquisition of Class E
Preferred Shares shall be treated in accordance with
Article 167, paragraph 3 of the Companies Act.
(iii)The acquisition price per Common Share(hereinafter “Acquisition Price”) shall initially be theamount equivalent to the average (an amount lessthan ¥1 shall be calculated to the first decimal place
and rounded down at the first decimal place) of thedaily Closing Prices over the five consecutive
trading days preceding the first day of theAcquisition Request Period (excluding the first dayof the Acquisition Request Period and excluding thenumber of days with no Closing Prices (including
indicated quotations; hereinafter “Closing Prices”)
for the Company's Common Share on Tokyo Stock
Exchange, Inc. (or, if the Company’s Common Shareis listed on multiple financial instrument exchanges,
on the financial instruments exchange that recorded
the largest trading value over the one year preceding
the first day of the Acquisition Request Period)).
However, if the acquisition price so calculated is lessthan the minimum acquisition price specified inparagraph (vi) below, the minimum acquisition priceshall be applied.

- 30 -

Current Articles of Incorporation

Proposed amendments(New)(iv) On or after the day following the third Friday of
every month during the Acquisition Request Period(hereinafter “Determination Date”), the acquisition
price shall be revised to the amount equivalent to theaverage (an amount less than ¥1 shall be calculated
to the first decimal place and rounded down at thefirst decimal place) of the daily Closing Prices of theCompany’s Common Share over the fiveconsecutive trading days immediately preceding(and including) the Determination Date (excluding
the days with no Closing Prices; and, if theDetermination Date is not a trading day, the fiveconsecutive trading days until the trading day
immediately preceding the Determination Date shallbe applied). However, if the revised acquisition priceso calculated is less than the minimum acquisition
price specified in paragraph (vi) below, the revised
acquisition price shall be the minimum acquisition
price. If any of the events occurs that are specified inparagraph (vii) below as events making it necessary
to adjust the acquisition price during the period fromthe first day of the five consecutive trading days
above until (and including) the Determination Date,the revised acquisition price shall be adjusted to an
amount that the Board of Directors considers
appropriate.
(v) No upper limit shall be placed on the acquisition
price.
(vi) The minimum acquisition price shall be ¥284.
(However, it shall be adjusted in accordance with thefollowing paragraph.)(vii) (A) If the situation comes to fall under any of thesubitems below after the issuance of Class E
Preferred Shares, the acquisition price (including the
Minimum Acquisition Price) for such preferredshares shall be adjusted using the Acquisition Price
Adjustment Formula. In calculations using theAcquisition Price Adjustment Formula, an amountless than ¥1 shall be calculated to the first decimal
place and rounded down at the first decimal place.

(New)
(New)

(New)

(New)

i.

- 31 -In the event that Common Shares are issued ortreasury Common Shares are disposed of(including allotment without contribution) at a
paid-in amount less than the market price to be
used in the Acquisition Price Adjustment
Formula (to be defined in item (C) below; thesame applies hereinafter) (however, excluding
cases in which Common Shares are delivered
due to the acquisition or exercise of shares with
put options or shares subject to call):Current Articles of Incorporation

Proposed amendments(New)

The Adjusted Acquisition Price shall apply
either on or after the day following the payment
date (if the payment period is specified, the last
day of the payment period; the same applies
hereinafter) (in the case of allotment without
contribution, its effective date) or, if there is arecord date for granting shareholders the rightto receive the allotment of shares forsubscription or allotting them without
contribution, on or after the day following thatrecord date.
ii. In the event of a stock split:
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that anincrease in the number of Common Shares dueto the stock split (excluding an increase in thenumber of treasury Common Shares of theCompany on the record date) has been deliveredon the record date for the stock split, and shallapply on or after the day following that record
date.
iii. In the event that Securities with Put Options
enabling the holders to request the delivery of
the Company’s Common Shares are issued(including allotment without contribution) at a
price that is less than the market price to be usedin the Acquisition Price Adjustment Formula (tobe defined in item (D) below; the same applies
hereinafter in this subitem, subitems iv. and v.
below, and item (C) iv. below):

(New)

(New)

- 32 -

Current Articles of Incorporation

Proposed amendments(New)

The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all the
Securities with Put Options acquired or
exercised in accordance with the initialconditions either on the payment date for the
Securities with Put Options (in the case of shareoptions, its allotment date) (in the case ofallotment without contribution, its effectivedate) or, if there is a record date for granting
shareholders the right to receive the allotment ofSecurities with Put Options or for allotting themwithout contribution, on that record date, andshall apply either on or after the day followingthat payment date (in the case of share options,its allotment date) (in the case of allotment
without contribution, its effective date), or on orafter the day following that record date.
Notwithstanding the above, in the event that theCompany has issued Securities with Put
Options whose price is not determined as of theabovementioned date on which Common
Shares are deemed to have been delivered andis to be determined on a certain later date(hereinafter “Price Determination Date”) andthat the price so determined is less than themarket price to be used in the Acquisition Price
Adjustment Formula, the Adjusted Acquisition
Price shall be calculated using the Acquisition
Price Adjustment Formula, by deeming that
Common Shares have been delivered as a resultof all the remaining Securities with Put Optionsacquired or exercised on the Price
Determination Date in accordance with theconditions finalized on the Price Determination
Date, and shall apply on or after the day
following the Price Determination Date.
iv. In the event that the Securities with Put Options
issued by the Company have conditions attachedunder which the price is to be revised on or after
its issuance date (excluding adjustments toprevent dilution that are similar to thosespecified in this item (A) or item (B) below) andthat the revised price on the revision date is lessthan the market price to be used in the
Acquisition Price Adjustment Formula:(New)- 33 -

Current Articles of Incorporation

Proposed amendments(New)

The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by deeming that Common
Shares have been delivered as a result of all theremaining Securities with Put Options acquiredor exercised at the Revised Price on the
Revision Date, and shall apply on or after the
day following the Revision Date.
When so using the Acquisition Price
Adjustment Formula, in accordance with eachof (a) through (c) below, an amount obtained bymultiplying the acquisition price effective as ofthe day preceding the date on which the
Adjusted Acquisition Price applies by the
adjustment coefficient shall be deemed to be theunadjusted acquisition price.
(a) In the event that, for the Securities with Put
Options, no adjustment in accordance with
subitem iii. above or this subitem iv. was madebefore the Revision Date:
The Adjustment Coefficient shall be 1.

(New)

(New)

(b) In the event that, for the Securities with Put
Options, an adjustment in accordance with
subitem iii. above or this subitem iv. had been
made before the Revision Date and that,
subsequent to that adjustment, the acquisition
price was revised in accordance withparagraph (iv) above before the Revision
Date:
The Adjustment Coefficient shall be 1.
However, when calculating the Minimum
Acquisition Price, the Adjustment Coefficient
shall be the value obtained by dividing the
Minimum Acquisition Price prior to theimmediately preceding adjustment inaccordance with subitem iii. above or thissubitem iv. by the Minimum Acquisition Pricesubsequent to that adjustment.
(c) In the event that, for the Securities with Put
Options, an adjustment in accordance with
subitem iii. above or this subitem iv. had been
made before the Revision Date and that,
subsequent to that adjustment, the acquisition
price was not revised in accordance withparagraph (iv) above before the Revision
Date:
The Adjustment Coefficient shall be the value
obtained by dividing the acquisition price prior
to the immediately preceding adjustment inaccordance with subitem iii. above or thissubitem iv. by the acquisition price subsequent
to that adjustment.

(New)- 34 -

Current Articles of Incorporation

Proposed amendments

(New)

v.

In the event that Common Shares are delivered
in exchange for the acquisition of Securities
Subject to Call at a price less than the market
price to be used in the Acquisition Price
Adjustment Formula:
The Adjusted Acquisition Price shall apply on
or after the day following the acquisition date.
However, in the event that the acquisition pricefor the Securities Subject to Call has alreadybeen adjusted in accordance with subitems iii.
or iv. above, the Adjusted Acquisition Priceshall, only if the fully diluted number ofCommon Shares (to be defined in (E) below)
subsequent to the delivery of Common Sharesin exchange for that acquisition exceeds thenumber of Common Shares outstanding
immediately before that acquisition, becalculated using the Acquisition Price
Adjustment Formula by deeming that the excess
in the number of Common Shares has beendelivered; but, if the fully diluted number ofCommon Shares does not exceed the number ofCommon Shares outstanding immediately
before that acquisition, no adjustment inaccordance with this subitem v. shall be made.
vi. In the event of a consolidation of shares:
The Adjusted Acquisition Price shall becalculated using the Acquisition Price
Adjustment Formula, by indicating a decreasein the number of Common Shares due to theconsolidation of shares (excluding a decrease in
the number of treasury Common Shares of theCompany on the effective date) as a negativevalue and deeming it to be the number ofCommon Shares to be delivered, and shall apply
on or after the effective date of the consolidationof shares.
(B) Beyond the cases set forth in items (A) i. through(A) vi. above, if the acquisition price (including
Minimum Acquisition Price) needs to be
adjusted due to a merger, company split, shareexchange, share transfer, or other event, it shallbe changed to an acquisition price (including
Minimum Acquisition Price) that the Board of
Directors considers appropriate.

(New)

(New)

(New)

- 35 -

Current Articles of Incorporation

Proposed amendments(New)(C) i. “Market price” to be used in the Acquisition
Price Adjustment Formula shall be the averageof the daily Closing Prices of the Company’s
Common Share over the five consecutive trading
days (excluding the number of days with no
Closing Prices) preceding the date on which the
Adjusted Acquisition Price applies. However, incalculating the average, an amount less than ¥1
shall be calculated to the first decimal place androunded down at the first decimal place. If any ofthe events occurs that make it necessary to adjust
the acquisition price during the abovementioned
five consecutive trading days, the Adjusted
Acquisition Price shall be adjusted in the samemanner as specified in this paragraph.
ii. “Unadjusted acquisition price” to be used in the
Acquisition Price Adjustment Formula shall be
the acquisition price effective as of the day
preceding the date on which the Adjusted
Acquisition Price applies.
iii. “Number of Common Shares outstanding” to be
used in the Acquisition Price Adjustment
Formula shall be a figure obtained by adding thenumber of the Common Shares that are deemed
to be included in the “number of Common
Shares to be delivered” in accordance with items(A) and (B) above prior to adjusting theacquisition price but have yet to be delivered(from [and including] the date on which an
adjustment pursuant to items (A) iv. (b) or (A)iv. (c) above is applied to certain Securities with
Put Options for the first time, excluding thenumber of Common Shares that is deemed to be
the “number of Common Shares to be delivered”
due to the adjustment applied in accordance withitems (A) iii. or (A) iv. above before the mostrecent adjustment to such Securities with Put
Options pursuant to items (A) iv. (b) or (A) iv.
(c) above), to the number of issued Common
Shares (excluding the number of treasury
Common Shares) of the Company as of either, if
there is a record date, that record date (excluding
the number of Common Shares deemed to havebeen delivered on that record date in accordancewith items (A) i. through (A) iii. above) or, if
there is no record date, the day one month before
the date on which the Adjusted Acquisition
Price applies.
iv. “Paid-in amount per share” to be used in the
Acquisition Price Adjustment Formula shall be
the paid-in amount in the case of item (A) i.
above (¥0 in the case of allotment without
contribution) (an appropriate appraisal value inthe case of the payment of assets other thancash), ¥0 in the case of items (A) ii. and (A) vi.
above, or the price in the case of items (A) iii.
through (A) v. above (however, the Revised
Price applies in the case of item (A) iv.).

(New)

(New)

(New)

- 36 -

Current Articles of Incorporation

Proposed amendments(New)(D) “Price” in items (A) iii. through (A) v. above andin item (C) iv. above means an amount obtainedby first deducting the value of assets other thanCommon Shares to be delivered to the holders of
Securities with Put Options or Securities Subject
to Call upon acquisition or exercise of thosesecurities from the amount paid in when the
Securities with Put Options or the Securities
Subject to Call were issued (in the case of shareoptions, the amount to which the value of assets
to be contributed upon exercise of the shareoptions is added), and then dividing the resultant
amount by the number of Common Shares to bedelivered upon acquisition or exercise of thosesecurities.
(E) “Fully diluted number of Common Shares” initem (A) v. above shall be the number obtainedby first deducting, in accordance with item (C)iii. above, the number of the Common Sharesthat are related to the Securities Subject to Calland included in the number of Common Shares
outstanding but have yet to be delivered from thenumber of Common Shares outstanding as of thedate on which the Adjusted Acquisition Priceapplies, and then adding the number of Common
Shares to be delivered upon acquisition of the
Securities Subject to Call.
(F) In items (A) i. through (A) iii. above, in the eventthat a record date is set for each of the actions andthat a condition precedent for each of the actions
is a resolution approving a certain matter at theCompany’s General Meeting of Shareholders tobe held on or after the record date of the relevant
action, the Adjusted Acquisition Price shall,
notwithstanding the provisions of items (A) i.
through (A) iii. above, apply on or after the day
following the date of conclusion of the General
Meeting of Shareholders that made the resolution
for approval.
(G) If the difference between an unadjusted
acquisition price and the Adjusted Acquisition
Price that has been obtained using theAcquisition Price Adjustment Formula but has
not been adjusted in accordance with the second
sentence of item (A) above is less than ¥1, theacquisition price shall not be adjusted. However,
if an event subsequently occurs that makes it
necessary to adjust the acquisition price using theAcquisition Price Adjustment Formula and thus
the acquisition price is so calculated, theunadjusted acquisition price to be used in the
Acquisition Price Adjustment Formula shall be
replaced by the amount that is obtained bydeducting the said difference from theunadjusted acquisition price (an amount less than
¥1 shall be calculated to the second decimal
place and rounded down at the second decimal
place).

(New)

(New)

(New)

- 37 -

Current Articles of Incorporation

Proposed amendments(New)(viii) The acquisition price specified in paragraphs (iii)through (vii) above (including the mandatory
acquisition price specified in Article 19-8 hereof; thesame applies hereinafter in this paragraph) shall be
construed from the viewpoint of preventing dilution
and ensuring substantive fairness among holders ofdifferent classes of shares; and, if calculating theacquisition price is difficult or the calculation results
turn out to be unreasonable, the Company’s Board of
Directors shall appropriately adjust the acquisition
price or take other reasonably necessary measures.
(Provisions for Acquisition in Exchange for Cash
Payment)
Article 19-7(i) The Company may, to the extent permitted by laws
and regulations, acquire a part or the whole of Class
E Preferred Shares on a day, which is after
September 30, 2030, to be separately determined by
the Board of Directors (hereinafter “Acquisition
Date”). However, the Board of Directors may
determine the Acquisition Date only if the daily
Closing Prices of the Company’s Common Share
were less than the Minimum Acquisition Price on all
the 30 consecutive trading days until (and including)the date of that Board of Directors meeting and theprior approval of the Financial Services Agency was
obtained. In this case, the Company shall, in
exchange for the acquisition of such Class E
Preferred Shares, deliver the property specified in thefollowing paragraph to Preference Shareholders ofClass E Preferred Shares. Partial acquisition of Class
E Preferred Shares shall be effected pro rata. Even
after the Acquisition Date is determined, it shall notpreclude the exercise of the right to request
acquisition under Article 19-6, paragraph 1.
(ii) In exchange for the acquisition of Class E Preferred
Shares pursuant to the preceding paragraph, theCompany shall deliver cash in the amount obtainedby adding the amount equivalent to the transitional
Preferred Dividend of Class E Preferred Shares to¥1000 per Class E Preferred Share (however, if there
has been a stock split, allotment without
contribution, or consolidation of Class E Preferred
Shares or other similar event, the amount shall be
adjusted appropriately). In this paragraph, both “dateof the residual assets being distributed” and“Distribution Date” in the calculation of the amountequivalent to the transitional Preferred Dividend ofClass E Preferred Shares under Article 19-4,
paragraph 1 shall be deemed to be replaced with“Acquisition Date.”(Mandatory Acquisition in Exchange for Common
Shares)
Article 19-8

(Provisions for Acquisition in Exchange for Cash
Payment)
Article 19-7(i) The Company may, to the extent permitted by laws
and regulations, acquire a part or the whole of Class
E Preferred Shares on a day to be separately
determined by the Board of Directors upon theoccurrence of an event specified by resolution of theBoard of Directors before the issuance of the Class E
Preferred Shares. In this case, the Company shall, in
exchange for the acquisition of such Class E
Preferred Shares, deliver the property specified in thefollowing paragraph to Preference Shareholders ofClass E Preferred Shares. Partial acquisition of Class
E Preferred Shares shall be effected pro rata.

(ii) In exchange for the acquisition of Class E Preferred
Shares pursuant to the preceding paragraph, theCompany shall deliver cash per Class E Preferred
Share in the amount determined by resolution of theBoard of Directors before the issuance of Class E
Preferred Shares in light of the amount equivalent to
the paid-in amount per Class E Preferred Share.

(Mandatory Acquisition in Exchange for Common
Shares)
Article 19-8

- 38 -

Current Articles of Incorporation

Proposed amendments

The Company shall acquire all of the Class E Preferred
Shares that it has not acquired by the last day of theAcquisition Request Period for Class E Preferred
Shares on the last day of the Acquisition Request
Period for Class E Preferred Shares. In this case, theCompany shall, in exchange for the acquisition of such
Class E Preferred Shares, deliver to individual
Preference Shareholders of Class E Preferred Shares
the number of Common Shares that is obtained by firstmultiplying the number of the Class E Preferred Shares
they own by the amount equivalent to the paid-in
amount per Class E Preferred Share (however, if there
has been a stock split, allotment without contribution,or consolidation of Class E Preferred Shares or othersimilar event, the amount shall be adjusted
appropriately), and then dividing the resultant amountby the market price of Common Shares; and the details
thereof shall be determined by resolution of the Boardof Directors before the issuance of Class E Preference
Shares. Such Board of Directors meeting may
determine the formula for calculating the maximum
number of Common Shares to be delivered. Any
fraction of less than one share in the number ofCommon Shares to be delivered in exchange foracquisition of Class E Preferred Shares shall be treatedin accordance with Article 234 of the Companies Act.

The Company shall acquire all of the Class E Preferred
Shares that it has not acquired by the last day of theAcquisition Request Period for Class E Preferred
Shares on the day following the last day of theAcquisition Request Period for Class E Preferred
Shares (hereinafter “Mandatory Acquisition Date”). In
this case, the Company shall, in exchange for theacquisition of such Class E Preferred Shares, deliver toindividual Preference Shareholders of Class E
Preferred Shares the number of Common Shares thatis obtained by first multiplying the number of the Class
E Preferred Shares they own by ¥1000 (however, if
there has been a stock split, allotment without
contribution, or consolidation of Class E Preferred
Shares or other similar event, the amount shall be
adjusted appropriately), and then dividing the resultant
amount by the market price of Common Shares(“market price of Common Shares” shall be theamount equivalent to the average of the daily Closing
Prices of the Company’s Common Share over the 30
consecutive trading days that start on the 45th trading
day preceding the Mandatory Acquisition Date[excluding the number of days with no Closing Prices;
and an amount less than ¥1 shall be calculated to thefirst decimal place and rounded down at the firstdecimal place]; hereinafter “Mandatory Acquisition
Price”). However, if the Mandatory Acquisition Priceso calculated is less than the Minimum Acquisition
Price, the Mandatory Acquisition Price shall be the
Minimum Acquisition Price. In addition, any fractionof less than one share in the number of Common
Shares to be delivered in exchange for acquisition ofClass E Preferred Shares shall be treated in accordancewith Article 234 of the Companies Act.

- 39 -

Current Articles of Incorporation

Proposed amendments

Chapter 3-3
Common Matters of Preferred Shares
Article 20. to Article 22. (Omitted)
Chapter 4General Meeting of Shareholders
Article 23. to Article 28. (Omitted)
Chapter 5General Meeting of Class Shareholders
Article 29. to Article 30. (Omitted)

Chapter 3-3
Common Matters of Preferred Shares
Article 20. to Article 22. (Unchanged)
Chapter 4General Meeting of Shareholders
Article 23. to Article 28. (Unchanged)
Chapter 5General Meeting of Class Shareholders
Article 29. to Article 30. (Unchanged)

Chapter 6
Directors and the Board of Directors
Article 31. to Article 41. (Omitted)

Chapter 6
Directors and the Board of Directors
Article 31. to Article 41. (Unchanged)

Chapter 7
Audit and Supervisory Committee
Article 42. to Article 44. (Omitted)

Chapter 7
Audit and Supervisory Committee
Article 42. to Article 44. (Unchanged)

Chapter 8
Calculation
Article 45. to Article 48. (Omitted)

Chapter 8
Calculation
Article 45. to Article 48. (Unchanged)(Supplementary provisions)
Article 1. (Omitted)(Supplementary provisions)
Article 1. (Unchanged)- 40 -

Proposal No. 2

Election of 5 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

5 Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same shallapply in this Proposal) will resign at the conclusion of this General Meeting.
As announced in the 12th Annual General Meeting of Shareholders held in June 2024, 3 Directors of Koji Kawagoe,
Representative Director and Chairman, Takashi Suzuki, Representative Director and President, and Kouichi Uchida,
Managing Director, will resign to clarify management responsibility for the losses incurred. In addition, as 2 Directorsof Masabumi Fujishima and Yuji Endo tendered their resignation in accordance with changes in officers of Kirayaka
Bank, Ltd., a consolidated subsidiary of the Company, the Company proposes the election of 5 Directors.
With regard to this Proposal, the candidates for Director were appropriately nominated following the policy andprocedure for nominating Directors set out by the Nomination and Remuneration Council, and were reviewed by the
Audit and Supervisory Committee. As a result, the review found no particular matter required to be stated at theGeneral Meeting, as the candidates were judged suitable for Directors of the Company.
If these 5 candidates are elected as Directors, the number of Directors of the Company will be 11 (the Articles ofIncorporation stipulate that the number of Directors shall not exceed 12).
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

Board of Directors
attendance1

Hideki Nishizuka

New appointment

–

–

2

Osamu Suzuki

New appointment

–

–

3

Takuji Suzuki

New appointment

–

–

4

Ken Shibata

New appointment

–

–

5

Yusuke Kobayashi

New appointment––- 41 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1995
Apr. 2013

1

Joined The Shokusan Bank, Ltd.
Manager of Corporate Planning Section andGeneral Manager of Tokyo Office of Kirayaka
Bank, Ltd.
Oct. 2015
General Manager of Sales Planning Office, Sales
New appointment
Supervision Department, Sales Division
Hideki Nishizuka
Aug. 2017
General Manager of Fukushima Branch(November 26, 1971)
Apr. 2020
General Manager of Corporate Planning
Department and General Manager of Accounting
Department
Term of office:June 2023
Executive Officer and General Manager ofCorporate Planning Department
Board of Directors attendance:
Apr. 2024
Executive Officer and General Manager of- out of Remote Business Department
June 2024
Director (current position)[Significant concurrent positions outside the Company]

Number of theCompany’s shares
held

1,904 commonsharesDirector of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Hideki Nishizuka and the Company.
[Reasons for nomination as candidate for Director]
Hideki Nishizuka has demonstrated his management skills as Executive Officer and General Manager of Corporate
Planning Department of Kirayaka Bank, Ltd., a subsidiary of the Company, since June 2023, as Executive Officer andGeneral Manager of Remote Business Department of the bank since April 2024, and as Director of the bank since June
2024. The Company has nominated him as a candidate for Director because it judges that he has the qualities requiredof a Director of the Company and will be able to sufficiently contribute to the business development of the Company.
Apr. 1995
Apr. 20192

Joined Yamagata Shiawase Bank, Ltd.
Group Leader, Consulting Group, Core BusinessSupport Promotion Office, Core BusinessSupport Strategy Department of Kirayaka Bank,Ltd.
New appointment
Apr. 2021
Deputy General Manager of Core BusinessSupport Strategy Department
Osamu Suzuki
Oct. 2022
General Manager of Corporate Support(December 17, 1971)
Department
June 2023
Executive Officer and General Manager ofTerm of office:Corporate Support Department
Apr. 2024
Executive Officer, Manager of Credit
Management Group and General Manager ofBoard of Directors attendance:
Corporate Support Department- out of June 2024
Director and General Manager of Corporate
Support Department (current position)[Significant concurrent positions outside the Company]
Director and General Manager of Corporate Support Departmentof Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Osamu Suzuki and the Company.

2,001 commonshares[Reasons for nomination as candidate for Director]
Osamu Suzuki has demonstrated his management skills as Executive Officer and General Manager of Corporate Support
Department of Kirayaka Bank, Ltd., a subsidiary of the Company, since June 2023, and as Director and General Manager
of Corporate Support Department of the bank since June 2024. The Company has nominated him as a candidate for
Director because it judges that he has the qualities required of a Director of the Company and will be able to sufficiently
contribute to the business development of the Company.

- 42 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1998
Apr. 2015

3

Joined The Shokusan Bank, Ltd.
Chief Facilitator, Sendai Corporate Sales
Department of Kirayaka Bank, Ltd.
Oct. 2015
Chief Facilitator, Sendai Corporate Clients
New appointment
Group, Core Business Support Department
Jan. 2016
Chief Facilitator, Yamagata Corporate Clients
Takuji Suzuki
Group, Core Business Support Department(January 29, 1975)
Feb. 2017
General Manager of North Sales Department
Apr. 2020
General Manager of Kaminoyama BranchTerm of office:Apr. 2022
General Manager of Shibata Branch
June 2023
Executive Officer and General Manager of
Shibata
BranchBoard of Directors attendance:
June
2024
Executive
Officer and General Manager of- out of Corporate Clients Support Department (current
position)[Significant concurrent positions outside the Company]
None.
[Special matters regarding the candidate for Director]
There is no special interest between Takuji Suzuki and the Company.

Number of theCompany’s shares
held

807 commonshares[Reasons for nomination as candidate for Director]
Takuji Suzuki has demonstrated his management skills as Executive Officer and General Manager of Shibata Branchof Kirayaka Bank, Ltd., a subsidiary of the Company, since June 2023, and as Executive Officer and General Manager
of Corporate Clients Support Department of the bank since June 2024. The Company has nominated him as a candidate
for Director because it judges that he has the qualities required of a Director of the Company and will be able tosufficiently contribute to the business development of the Company.
Apr. 2007
Apr. 2017

4

Joined The Sendai Bank, Ltd.
Manager of Corporate Planning Section,
Corporate Planning Department
Apr. 2018
Manager of Corporate Planning Section andManager of IT Planning Section, Corporate
Planning Department
June 2019
General Manager of Corporate Planning
New appointment
Department and General Manager of Accounting
Department
Ken Shibata
Apr. 2022
Executive Officer, General Manager of Corporate(November 30, 1974)
Planning Department and General Manager of
Accounting Department
Term of office:June 2022
Director of Sendai Bank Capital & Consulting,Ltd. (current position)
Director, General Manager of Corporate Planning
Board of Directors attendance: June 2023
Department
and General Manager of Accounting- out of Department of The Sendai Bank, Ltd. (current
position)[Significant concurrent positions outside the Company]
Director, General Manager of Corporate Planning Department andGeneral Manager of Accounting Department of The Sendai Bank,Ltd.
Director of Sendai Bank Capital & Consulting, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Ken Shibata and the Company.

1,300 commonshares[Reasons for nomination as candidate for Director]
Ken Shibata has demonstrated his management skills as Executive Officer, General Manager of Corporate Planning
Department and General Manager of Accounting Department of The Sendai Bank, Ltd., a subsidiary of the Company,
since April 2022, and as Director, General Manager of Corporate Planning Department and General Manager of
Accounting Department of the bank since June 2023. The Company has nominated him as a candidate for Director
because it judges that he has the qualities required of a Director of the Company and will be able to sufficiently contributeto the business development of the Company.

- 43 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1997
Aug. 2017

5

Joined The Shokusan Bank, Ltd.
Manager of Corporate Planning Section,
Corporate Planning Department of Kirayaka
Bank, Ltd.
New appointment
Apr. 2019
Deputy General Manager of Corporate Planning
Yusuke Kobayashi
Department(February 28, 1975)
Apr. 2020
Deputy General Manager of Core BusinessSupport Strategy Department
Apr. 2022
General Manager of Kaminoyama BranchTerm of office:June 2023
Deputy General Manager of General Planning
Department of the Company
Board of Directors attendance:
June 2024
General Manager of General Planning- out of Department of the Company (current position)[Significant concurrent positions outside the Company]
None.

Number of theCompany’s shares
held

1,604 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Yusuke Kobayashi and the Company.
[Reasons for nomination as candidate for Director]
Yusuke Kobayashi has presided over the planning for group management as Deputy General Manager of General
Planning Department of the Company since June 2023, and as General Manager of General Planning Department of theCompany since June 2024. The Company has nominated him as a candidate for Director because it judges that he has
the qualities required of a Director of the Company and will be able to sufficiently contribute to the business developmentof the Company.

[Special matters regarding the candidates for Director (5 persons)]
Outline of a directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company under which theCompany bears the entire premium. All Directors of the Company are insured, and legal damages and litigation expenses (except for
those that fall under the exemptions stipulated in the insurance agreement) resulting from their actions in their positions will becovered. If each candidate is elected as a Director, all Directors will be insured under the said directors and officers liability insurance
agreement. The current agreement will expire in October 2024 but is scheduled to be renewed with the same contents.

- 44 -

Reference Documents for the General Meeting of Class Shareholders
Proposal

Partial Amendments to the Articles of Incorporation

This Proposal is identical to Proposal No. 1 “Partial Amendments to the Articles of Incorporation” in the Reference
Documents for the Extraordinary General Meeting of Shareholders.
The partial amendments to the Articles of Incorporation under this Proposal are “partial changes to public funds andClass C Preferred Shares of the Company,” “partial changes to Class E Preferred Shares of the Company,” and“deletion of some provisions.”- 45 -

<Reference>
1. Jimoto Holdings’ skill selection of the Board of Directors■ As a bank holding company with regional financial institutions under its umbrella, we believe that the Boardof Directors must be equipped with the skills to properly carry out “group management control.”■ At the same time, in order to realize the Group’s key strategies and management philosophy, it is the policyof the Company to utilize the external insight of outside Directors, with their business experience andknowledge related to each strategy.
Management strategy and skill of Jimoto Holdings
Management
philosophy

Plan policy

Connect Miyagi
and Yamagata tocontribute to local
SMEs and theregion bysupporting SMEs

Category▶

Achieve a
recovery in theGroup’s
performance andtrust and enhance
corporate value

Businesstransformation(DX)

Improve business conditions ofbusiness partners↓
Achieve a recovery in Group
performance↓
Repay public funds

Deepen collaboration with SBIBusinessmanagement

Reasons for selection

Business management

Perform administrative duties
for the holding company
Realization of priority
strategy: contribution to local
small and medium enterprises
Realization of priority
strategy: reform of businessprocesses and enhancementof financial services
Realization of priority
strategy: increase
sophistication and speed ofbusiness development
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge

Business reform

Utilization of external
collaboration
Local industry
Corporate management
OutsideDirector▶

Finance / Accounting
Legal / Risk
management
Public administration

Future vision<Create shared value>

Skill

Support for SMEs

InsideDirector

Group’s key strategies
Deepen support
for SMEs- 46 -▶

Director’s responsible division, business experience,
knowledge
Corporate planning / Subsidiary bank management /Risk management / Market operations
Loan approval / Customer support (branch manager,
etc.)
Office systems / HR & general affairs

Demonstration of effectiveness and results of external
collaboration (SBI, etc.)
Trends in local industry in Miyagi and Yamagata
Experience in business management at other companies
Expertise and experience in corporate finance (e.g.,
certified public accountant)
Legal and risk management expertise and experience(e.g., attorney)
Experience in local and financial administration

2. Skill matrix of the Board of Directors
Board of Directors of Jimoto Holdings
The Board of Directors of Jimoto Holdings, led by inside Directors, is equipped with the skills necessary to carryout business management as a bank holding company and to implement the Group’s key strategies.
[Inside Directors]

Name
Directorcandidate

Corporateplanning

Business management
Subsidiary
Risk
bank
management
management

SMEs
Marketoperations

Loan
approval

Customer
support

●

●

●

●

●

●

●

●

Takayuki Haga

●

●

●

Directorcandidate

●

●

●

●

●

●

●

●

●

Hideki
Nishizuka

Business reformHR &Officegeneralsystems
affairs

Utilization of
externalcollaboration

●

●

●

●

●

●

Director

ToshioSakazume●●

Director

Tsuyoshi
Ogata
Directorcandidate●●●

Osamu Suzuki
Director●●

Takuji Suzuki
Directorcandidate●●

Ken Shibata
Directorcandidate

YusukeKobayashi
Audit andSupervisory
Committee
Member●●●Wataru Sanpei- 47 -●●

[Responsibilities, career summary, qualifications, etc., of each Director]
Name

Director candidate

Hideki Nishizuka

Director

Toshio Sakazume

Director

Tsuyoshi Ogata

Director candidate

Osamu Suzuki

Director

Takayuki Haga

Director candidate

Takuji Suzuki

Director candidate

Ken Shibata

Director candidate

Yusuke Kobayashi

Division in charge in
Jimoto HD

Subsidiary bankrepresentation

Main career at subsidiary bank
General Manager of Corporate Planning
Department, General Manager ofRemote Business Department, General
Manager of Fukushima Branch,
Kirayaka Bank, Ltd.
General Manager of Sales Division,
General Manager of Local Enterprises
Support Department, General Manager
of Loan Department, The Sendai Bank,
Ltd.
General Manager of Corporate Planning
Department, General Manager of
Accounting Department, General
Manager of Sales Department, Head
Office, The Sendai Bank, Ltd.

Newly appointed

Yes

Loan / Corporate
supportYes

General planning /
Risk

Yes

Newly appointed

Yes

General Manager of Corporate Support
Department, Kirayaka Bank, Ltd.

Yes

General Manager of Sales Division,
General Manager of Planning
Department, General Manager ofPromotion Department, The Sendai
Bank, Ltd.

HR / Office

Newly appointed

General Manager of Corporate Clients
Support Department, General Managerof Shibata Branch, Kirayaka Bank, Ltd.

Newly appointed

General Manager of Corporate Planning
Department, General Manager of
Accounting Department, The Sendai
Bank, Ltd.

Newly appointed

General Manager of Kaminoyama
Branch, Kirayaka Bank, Ltd.
General Manager of Internal Audit
Department, General Manager of Retail
Business Department, General Manager
of Local Enterprises Support
Department, The Sendai Bank, Ltd.

Audit and Supervisory
Committee Member

Wataru Sanpei

Collaborationachievement areas with
SBI and others

Corporate planning

Regional revitalization

Corporate planning

Regional revitalization

Regional revitalization

The Company’s management philosophy is to contribute to local small and medium-sized enterprises andcommunities in Miyagi and Yamagata prefectures, and the outside Directors consist mainly of people withknowledge of local industries in both prefectures.
Furthermore, outside Directors have a wealth of experience and knowledge in areas such as corporate management,
finance and accounting, legal and risk management, and public administration, and they constitute a diverse skill set
for the Board of Directors.

- 48 -

[Outside Directors]
Name

Local industry

Outside Director(independent)●

Corporate
management

Finance / Accounting

Legal / Risk
management

Public administration●

Minoru Handa
Outside Director

Yasushi
Hasegawa
Outside Director(independent)

TsutomuSatakeOutside Audit
and Supervisory
Committee
Member(independent)

●

●

●

●

●

●

Yoshiaki Ito
Outside Audit
and Supervisory
Committee
Member(independent)

●

●

●

TakashiTakahashi
Outside Audit
and Supervisory
Committee
Member(independent)●●

Akiyo Ito

- 49 -

[Responsibilities, career summary, qualifications, etc., of each Director]
Name
Outside Director(independent)

Minoru Handa
Outside Director

Yasushi Hasegawa
Outside Director(independent)

Tsutomu Satake
Outside Audit andSupervisory Committee
Member (independent)

Main career summary and positions
Managing Partner of Minoru Handa Law Offices (current position), Director of
YAMAZAWA CO., LTD. (current position)

Takashi Takahashi
Outside Audit andSupervisory Committee
Member (independent)

Akiyo Ito

Attorney at law

Director-General of Tokai Local Finance Bureau, the Ministry of Finance, Senior
Managing Director of Japan Bank for International Cooperation, Director of SBI Chigin
Holdings, Inc. (current position)
Representative Director & Vice President of Tohoku Electric Power Co., Inc., Senior
Advisor of Yurtec Corporation (current position)

Managing Partner of Ito CPA Office (current position)

Yoshiaki Ito
Outside Audit andSupervisory Committee
Member (independent)

Qualifications

Certified public
accountant

Deputy Governor-General of Yamagata Prefecture
President of Montedio Yamagata Co., Ltd.
Director of Board of Education in Miyagi Prefecture
General Manager of General Affairs Department, Miyagi Prefectural Government
Director of The Miyagi Museum of Art (current position)(Note) The above are not exhaustive lists of all the insight and experience held by the Directors.

- 50 -

The Company has determined the following criteria to judge the independence of candidates for outside Director.
Independence Evaluation Criteria of Outside Officer
1. (1) Candidates shall not be executive directors, executive officers, managers or other employees of theGroup (hereinafter referred to in general as “Persons Who Execute Business”) and who have not beenworking as a person involved with business execution of the Group in the last ten years.
(2) Candidates for outside Director who have acted as a non-executive Director (Note 1) or Audit &Supervisory Board Member of the Group in the last ten years shall not have acted as a person involvedin business execution of the Group in the ten years previous to their position as a non-executive
Director or Audit & Supervisory Board Member.
(3) Candidates shall not be a spouse or a relative within two degrees of kinship of officers (Note 2),
managers, or other important employees (excluding officers, etc.) of the Group.
2. Candidates shall not be persons who are a major shareholder of the Company (Note 3), officers or
employees of companies of which the Company is a major shareholder (excluding said officers).
3. (1) Candidates shall not be persons who have a business relationship with the Company or a coresubsidiary of the Company (Note 4) whereby the Company or a core subsidiary of the Company is its
major transacting counterparty (Note 5), or the parent company or a significant subsidiary thereof, or
when such party is a company, a business executive, or a party which has fallen under such category
during the past three years.
(2) Candidates shall not be persons who have a business relationship with the Company or a coresubsidiary of the Company who is a major transacting counterparty, or the parent company or asignificant subsidiary thereof, or when such party is a company, a business executive, or a party which
has fallen under such category during the past three years.
(3) Candidates shall not be employees of an organization that has received donations that exceed a certain
amount (an average of ¥10 million annually over the last three years) from the Company or its coresubsidiaries.
4. Candidates shall not be officers, etc. of a company, its parent company or its subsidiary that have brought
in officers, etc. from the Group.
5. Candidates are not currently an accounting auditor or an employee, etc. of an accounting firm of the Groupand have not been in charge of auditing operations of the Group as said employee in the last three years.
6. Candidates may not be a lawyer, public certified accountant or another type of consultant that has earned
money or other assets of ¥10 million or more on average per year over the last three years from the Company
or its core subsidiaries in addition to the officer remuneration.
7. Furthermore, candidates shall be a person who does not have an ongoing, substantive conflict of interest
due to circumstances other than the above between the general shareholders of the Company.
(Note 1)
(Note 2)
(Note 3)(Note 4)(Note 5)“Non-executive officer” refers to Directors who are not an executive director.
“Officers, etc.” refers to directors (including outside Director) and auditors (including outside Audit& Supervisory Board Member).
“Major shareholder” refers to a person or organization that held 10% or more voting rights directly or indirectly atthe end of the most recent fiscal year.
“Core subsidiaries” refers to Kirayaka Bank, Ltd. and The Sendai Bank, Ltd.
“Main business partner” is judged as a business partner who made up 2% or more of the annual consolidated sales(consolidated ordinary income in the case of the Company) for the most recent fiscal year.

- 51 -