These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 7167)
June 1, 2018
To Shareholders with Voting Rights:
Kazuyoshi Terakado
President
Mebuki Financial Group, Inc.
7-2, Yaesu 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 2ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 2nd Ordinary General Meeting of Shareholders (the “Meeting”) of
Mebuki Financial Group, Inc. (the “Company”). The Meeting will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing by submitting theenclosed Voting Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the
Meeting (described hereinafter) and exercise your voting rights.
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

Main Hall, Tochigi Education Center
1-6, Komanyu 1-chome, Utsunomiya City, Tochigi, Japan(The Company’s Utsunomiya Head Office location, Utsunomiya City, has beenchosen as the Meeting venue. Since the venue is different from the previous year,
please refer to “The Venue Information for the Ordinary General Meeting of
Shareholders” (Japanese only) at the end of the notice for details.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee for the Company’s 2nd Fiscal
Year (from April 1, 2017 to March 31, 2018)
2. Non-consolidated Financial Statements for the Company’s 2nd Fiscal Year(from April 1, 2017 to March 31, 2018)
Proposals to be resolved:
Proposal No. 1: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 2: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
Proposal No. 3: Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
Please note that souvenirs which had been provided to shareholders attending the general meeting of shareholders
are no longer provided as of last year. We appreciate your understanding.

14. Exercise of Voting Rights:
Exercise of Voting Rights via
Attendance at the Meeting
Please bring this notice with you
and submit the enclosed Voting
Rights Exercise Form to thereception upon arrival.

Exercise of Voting Rights in
Writing
Please vote for or against the
proposals on the enclosed Voting
Rights Exercise Form and return it
by post so that it is received by thedeadline. Please use the sticker on
the Form to cover and protect yourinformation.

Exercise of Voting Rights via theInternet, etc.
Please access the Company’s
designated voting website(https://evote.tr.mufg.jp/), follow
the on-screen instructions and votefor or against the proposals by thedeadline.

Date and Time:
Wednesday, June 27, 2018 at
10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

Deadline:
Tuesday, June 26, 2018 at 5:00
p.m. Japan time

Deadline:
Tuesday, June 26, 2018 at 5:00
p.m. Japan time(1) Handling of duplicate voting
If you vote both in writing on the Voting Rights Exercise Form and via the Internet, etc., only your vote
placed via the Internet, etc., will be deemed valid.
In addition, if you vote multiple times via the Internet, etc., only the last vote will be deemed valid.
(2) Matters to be disclosed on the Internet
A. In accordance with laws and regulations as well as Article 14 of the Articles of Incorporation of theCompany, items (i) through (iii) below are posted on the Company’s website and are therefore notincluded with this notice.
(i) “Matters regarding stock acquisition rights” in the Business Report(ii) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(iii) “Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements”
in the Non-consolidated Financial Statements
The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
audited by the Audit and Supervisory Committee are the Business Report, Consolidated Financial
Statements, and Non-consolidated Financial Statements attached to this notice as well as items (i)through (iii) above listed on the Company’s website. The Consolidated Financial Statements andNon-consolidated Financial Statements audited by the Accounting Auditor are the Consolidated
Financial Statements and Non-consolidated Financial Statements attached to this notice as well as items(ii) and (iii) above, which are posted on the Company’s website.
B. Please note that any updates to the Reference Documents for the Meeting, the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements, and other information
required on these documents will be posted on the Company’s website.
Company’s website (in Japanese): http://www.mebuki-fg.co.jp/shareholder/End◎ In the case of exercising voting rights by proxy, please appoint as a proxy one of the other shareholders
holding voting rights of the Company. You cannot appoint two or more shareholders as your proxy.
◎ Please note that the Meeting will be held in Cool Biz (light) dress code. We appreciate your attendance incasual attire.

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Meeting. Accordingly, the election of seven (7)Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed.
The Audit and Supervisory Committee has deliberated on this proposal and has notified that there are noissues to be declared with regard to this proposal.
The details of the candidates are as follows:No.
Name
Current positions and responsibilities at the Company
Director
1
Ritsuo Sasajima
Reappointed In charge of Corporate Planning (Corporate Planning
Department)
2

Masanao Matsushita

Reappointed

Executive Vice President (Representative Director)

3

Kazuyoshi Terakado

Reappointed

President (Representative Director)

4

Yutaka Horie

Reappointed

5

Eiji Murashima

Reappointed

6

Kazuyuki Shimizu

Reappointed

7

Tetsuya Akino

Newly
appointed

Director
In charge of Corporate Management, Risk Management, andInformation Security (Corporate Management Department)
Director
In charge of Corporate Management (Basel)(Basel Office, Corporate Management Department)
Director
In charge of Regional Revitalization (Regional Revitalization
Department)
General Manager
Corporate Planning Department

3

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Jul.
Jun.

Reappointed
Ritsuo Sasajima(Mar. 3, 1958)

Jun.
Apr.
Jun.
Jun.
Jun.
Oct.

1
Jun.

1980 Joined The Joyo Bank, Ltd.
2000 Deputy General Manager, Corporate Planning Division
2005 Senior Deputy General Manager, Corporate Planning
Division
2006 General Manager, Koriyama Branch2008 General Manager, Treasury and Securities Division2009 General Manager, Corporate Planning Division2011 Executive Officer and General Manager, Corporate Planning
Division2013 Managing Director, The Joyo Bank, Ltd.
2016 Director, in charge of Corporate Planning, the Company(current position)2017 Senior Managing Director, The Joyo Bank, Ltd. (current
position)

Number ofshares of theCompany held

37,287
shares(Significant concurrent positions)
To be President, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Ritsuo Sasajima took office as Managing Director of The Joyo Bank, Ltd. in June 2013 and has served
as Director of the Company since October 2016, accumulating abundant experience and achievements as amanager. He is selected as a candidate for Director (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter, the same shall apply) in the expectation that he may continue to contribute to
the management of the Company.
Apr.
1979 Joined The Ashikaga Bank, Ltd.
Jun.
2002 General Manager, Public and Financial Institutions DivisionAug.
2004 Deputy Chief Officer, Loan Headquarters
Oct.
2005 General Manager, Isesaki BranchApr.
2007 General Manager, Mooka BranchJan.
2009 Executive OfficerJun.
2012 Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, Corporate Planning Division,
Reappointed
The Ashikaga Bank, Ltd.
20,800Apr.
2014
Executive Officer, Ashikaga Holdings Co., Ltd.
Masanao Matsushita
sharesManaging Executive Officer, The Ashikaga Bank, Ltd.
(Feb. 8, 1957)
Jun.
2014 Director, President and Chief Executive Officer, Ashikaga
Holdings Co., Ltd.
2
Director, President and Chief Executive Officer, The
Ashikaga Bank, Ltd.
Jun.
2016 President, The Ashikaga Bank, Ltd. (current position)Oct.
2016 Executive Vice President, the Company (current position)(Significant concurrent positions)
President, The Ashikaga Bank, Ltd.
 Reasons for being selected as a Candidate
Since taking office as Executive Officer of The Ashikaga Bank, Ltd. in January 2009, Mr. Masanao
Matsushita has accumulated abundant experience and achievements as a manager through his positions as
Director, President and Chief Executive Officer of Ashikaga Holdings Co., Ltd., Director, President and Chief
Executive Officer as well as President of The Ashikaga Bank, Ltd., and Executive Vice President of theCompany since October 2016. He is selected as a candidate for Director in the expectation that he may continue
to contribute to the management of the Company.

4

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Jul.
Jun.
Jul.
Jun.

Reappointed

Jul.
Jun.

Kazuyoshi Terakado Jun.
(Jan. 28, 1952)
Jun.
3

Jun.
Jun.
Jun.
Oct.

1974 Joined The Joyo Bank, Ltd.
1994 Deputy Director-General, Strategic Planning Division
1996 General Manager, Taga Branch1998 Senior Deputy General Manager, Business Administration
Division
1999 Senior Deputy General Manager, Retail Banking Planning
Division
2000 Senior Deputy General Manager, Retail Banking Division
2001 General Manager, Retail Banking Division and General
Manager, Living and Business Consulting Center
2002 General Manager, Corporate Planning Division
2003 Executive Officer and General Manager, Corporate Planning
Division
2005 Managing Director
2009 Senior Managing Director
2011 President, The Joyo Bank, Ltd. (current position)2016 President, the Company (current position)

Number ofshares of theCompany held

111,272
shares(Significant concurrent positions)
To be Chairman and Director, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Since taking office as Managing Director of The Joyo Bank, Ltd. in June 2005, Mr. Kazuyoshi Terakado has
accumulated abundant experience and achievements as a manager through his positions at the said bank as
Senior Managing Director, President, and the President of the Company since October 2016. He is selected as a
candidate for Director in the expectation that he may continue to contribute to the management of the Company.
Apr.
1980 Joined The Ashikaga Bank, Ltd.
Jun.
2001 General Manager, Kiryu Nishi BranchJun.
2002 General Manager, Risk Management OfficeJun.
2004 General Manager, General Administration DivisionJun.
2006 General Manager, Personnel DivisionSep.
2006 General Manager, Koriyama BranchApr.
2008 General Manager, Takasaki BranchJun.
2009 Executive Officer
Apr.
2014 Managing Executive Officer
Reappointed
Apr.
2015 Executive Officer, General Manager, Corporate
10,400Management Department, Ashikaga Holdings Co., Ltd.
sharesYutaka Horie
Senior Managing Executive Officer, The Ashikaga Bank,(Nov. 11, 1957)
Ltd.
Jun.
2016
SeniorManaging Director, The Ashikaga Bank, Ltd.
4
(current position)
Jun.
2017 Director, in charge of Corporate Management, Risk
Management, and Information Security, the Company(current position)(Significant concurrent positions)
Senior Managing Director, The Ashikaga Bank, Ltd.
 Reasons for being selected as a Candidate
Since taking office as Executive Officer of The Ashikaga Bank, Ltd. in June 2009, Mr. Yutaka Horie has
accumulated abundant experience and achievements as a manager through his positions as Executive Officer,
General Manager, Corporate Management Department of Ashikaga Holdings Co., Ltd., Senior Managing
Executive Officer as well as Senior Managing Director of The Ashikaga Bank, Ltd., and Director of theCompany since June 2017. He is selected as a candidate for Director in the expectation that he may continue tocontribute to the management of the Company.

5

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Jul.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointed
Jun.
Eiji Murashima(Jul. 1, 1955)

Jun.

5
Jun.
Oct.

6

1979 Joined The Joyo Bank, Ltd.
1999 General Manager, Misato Branch2001 General Manager, Legal Office, Corporate Audit Division
2005 General Manager, Corporate Risk Management Division2007 General Manager, Corporate Audit Division2008 General Manager, Retail Banking Division2010 Executive Officer and General Manager, Business
Administration Division2011 Executive Officer and General Manager, Business
Promotion Division2012 Managing Executive Officer and Vice Director-General ofBusiness Headquarters
2013 Managing Director, The Joyo Bank, Ltd. (current position)2016 Director, in charge of Corporate Management (Basel), theCompany (current position)

Number ofshares of theCompany held

58,578shares(Significant concurrent positions)
To be Senior Managing Director, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Eiji Murashima took office as Managing Director of The Joyo Bank, Ltd. in June 2013 and has served as
Director of the Company since October 2016, accumulating abundant experience and achievements as amanager. He is selected as a candidate for Director in the expectation that he may continue to contribute to the
management of the Company.
Apr.
1984 Joined The Ashikaga Bank, Ltd.
Oct.
2004 Chief Manager, Financial Planning Headquarters
Jun.
2006 General Manager, Planning DivisionJun.
2008 General Manager, Management Planning DivisionJul.
2008 General Manager, Management Planning Department,
Ashikaga Holdings Co., Ltd. (concurrent position)Jan.
2009 General Manager, Tochigi Branch, The Ashikaga Bank, Ltd.
Jun.
2010 General Manager, Utsunomiya Chuo BranchApr.
2012 Executive Officer, General Manager, Business Promotion
DivisionJun.
2012 Executive Officer, General Manager, Business Planning
Division
Reappointed
Apr.
2014 Executive Officer, General Manager, Corporate
11,100Management Department, Ashikaga Holdings Co., Ltd.
sharesKazuyuki Shimizu
Executive Officer, The Ashikaga Bank, Ltd.
(Sep. 11, 1961)
Apr.
2015 Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
Jun.
2016 Managing Director, The Ashikaga Bank, Ltd. (current
position)Oct.
2016 Director, in charge of Corporate Management, Risk
Management, and Information Security, the Company
Jun.
2017 Director, in charge of Regional Revitalization, the Company(current position)(Significant concurrent positions)
To be Senior Managing Director, The Ashikaga Bank, Ltd.
 Reasons for being selected as a Candidate
Since taking office as Executive Officer of Ashikaga Holdings Co., Ltd. and The Ashikaga Bank, Ltd. in
April 2014, Mr. Kazuyuki Shimizu has accumulated abundant experience and achievements as a manager
through his positions as Executive Officer, General Manager, Corporate Planning Department of Ashikaga
Holdings Co., Ltd., Managing Executive Officer and Managing Director of The Ashikaga Bank, Ltd., andDirector of the Company since October 2016. He is selected as a candidate for Director in the expectation that
he may continue to contribute to the management of the Company.
6

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Mar.
Jun.
Jun.

Newly appointed
Tetsuya Akino(May 23, 1963)

Jun.
Jun.
Jun.
Jun.
Oct.
Jun.

7

1986 Joined The Joyo Bank, Ltd.
2006 Corporate Management Division2008 Deputy General Manager, Business Administration Division2011 Senior Deputy General Manager, Business Administration
Division
2012 General Manager, Shimotsuma Branch2013 General Manager, Corporate Risk Management Division2015 General Manager, Personnel Division2016 Executive Officer and General Manager, Personnel Division2016 General Manager in charge of Corporate Management
Department, the Company
2017 General Manager, Corporate Planning Department, theCompany (current position)
Executive Officer and General Manager, Corporate Planning
Division, The Joyo Bank, Ltd. (current position)

Number ofshares of theCompany held

20,450shares(Significant concurrent positions)
To be Managing Director, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Since taking office as General Manager in charge of Corporate Management Department of the Company in
October 2016, Mr. Tetsuya Akino has accumulated abundant experience and achievements in corporate planningand corporate management of the Company and The Joyo Bank, Ltd., through his positions such as General
Manager of Corporate Planning Department. He is selected as a candidate for Director in the expectation that hemay contribute to the management of the Company.
(Note)

There are no specific interests between each candidate and the Company.

7

Proposal No. 2: Election of Five (5) Directors who are Audit and Supervisory Committee Members
The terms of office of all five (5) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this Meeting. Accordingly, the election of five (5) Directors who are Audit andSupervisory Committee Members is proposed.
This proposal has received the consent from the Audit and Supervisory Committee.
The details of the candidates are as follows:No.
Name
Current positions and responsibilities at the Company
1

Yoshiaki Terakado

Reappointed

Director (Audit and Supervisory Committee Member)(Full-time Audit and Supervisory Committee Member)

2

Kunihiro Ono

Reappointed

Director (Audit and Supervisory Committee Member)(Full-time Audit and Supervisory Committee Member)

3

Ryuzaburo Kikuchi

Reappointed

Director (Audit and Supervisory Committee Member)(Outside Director)

4

Toru Nagasawa

Reappointed

Director (Audit and Supervisory Committee Member)(Outside Director)

5

Takashi Shimizu

Reappointed

Director (Audit and Supervisory Committee Member)(Outside Director)

8

Name
(Date of birth)

No.

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Apr.
Apr.
Jun.
Jun.

Reappointed
Yoshiaki Terakado(June 4, 1950)
1

Jun.
Jun.
Jun.
Oct.

1974 Joined The Joyo Bank, Ltd.
1995 Deputy General Manager, Personnel Division2000 Senior Deputy General Manager, Personnel Division
2002 General Manager, Kencho Branch2004 Executive Officer and General Manager, Retail Banking
Division
2006 Executive Officer and General Manager, Business
Administration Division2008 Standing Corporate Auditor
2016 Retired from position as Standing Corporate Auditor
2016 Director (Audit and Supervisory Committee Member), theCompany (current position)

Number ofshares of theCompany held

40,863
shares(Significant concurrent positions)

Reasons for being selected as a Candidate
Mr. Yoshiaki Terakado took office as Standing Corporate Auditor of The Joyo Bank, Ltd. in June 2008, andserved as Director (Audit and Supervisory Committee Member) of the Company since October 2016. He has theknowledge and experience to accurately, fairly and effectively implement the business management of theCompany. He is selected as a candidate for Director who is Audit and Supervisory Committee Member in the
expectation that he may continue to contribute to the management of the Company.
Apr.
Jun.
Oct.
Oct.
Jun.
Reappointed
Kunihiro Ono(Jan. 11, 1957)

Oct.
Jun.
Jun.
Jun.
Oct.

2
Jun.

1980 Joined The Ashikaga Bank, Ltd.
2003 General Manager, Ohira Branch2004 General Manager, Shinjuku Branch2007 General Manager, Operation Planning Division2010 Executive Officer, General Manager, New Accounting
System Transition Promotion Division2011 Executive Officer
2012 Director
2013 Director, Ashikaga Holdings Co., Ltd.
2016 Retired from position as Director, The Ashikaga Bank, Ltd.
2016 Director (Audit and Supervisory Committee Member), theCompany (current position)2017 Corporate Auditor, Mebuki Lease Co.,Ltd. (current position)

9,900
shares(Significant concurrent positions)
Corporate Auditor, Mebuki Lease Co.,Ltd.
 Reasons for being selected as a Candidate
Mr. Kunihiro Ono took office as Executive Officer of The Ashikaga Bank, Ltd. in June 2010, and served as
Director of The Ashikaga Bank, Ltd. since June 2012, Director (Audit Committee Member) of Ashikaga
Holdings Co., Ltd. since June 2013, and Director (Audit and Supervisory Committee Member) of the Company
since October 2016. He has the knowledge and experience to accurately, fairly and effectively implement thebusiness management of the Company. He is selected as a candidate for Director who is Audit and Supervisory
Committee Member in the expectation that he may continue to contribute to the management of the Company.

9

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Apr.
Apr.
Apr.
Apr.
Apr.
Sep.

Reappointed
OutsideIndependent
Ryuzaburo Kikuchi(Aug. 27, 1940)
3

Sep.
Aug.
Jun.
Sep.
Jun.
Oct.

1969 Lecturer, Mito Junior College
1971 Associate Professor, Mito Junior College
1972 Institutional Assistant, Ibaraki University
1974 Lecturer, Ibaraki University
1976 Associate Professor, Ibaraki University
1986 Professor, Ibaraki University
1996 Dean, College of Education and Education Research Council
Member, Ibaraki University
2004 President, National University Corporation Ibaraki
University
2008 Retired from position as President, National University
Corporation Ibaraki University
2009 Outside Director, The Joyo Bank, Ltd.
2013 Special Assignment Professor, College of Human Science,
Department of Education, Tokiwa University (current
position)2016 Retired from position as Outside Director, The Joyo Bank,
Ltd.
2016 Outside Director (Audit and Supervisory Committee
Member), the Company (current position)

Number ofshares of theCompany held

18,306
shares(Significant concurrent positions) Reasons for being selected as a Candidate
Mr. Ryuzaburo Kikuchi does not have experience related to business management other than as Outside
Officer, but has specialized knowledge and extensive experience for many years in college education, and has
conducted his duties appropriately as Outside Director of The Joyo Bank, Ltd. since June 2009, and Outside
Director (Audit and Supervisory Committee Member) of the Company since October 2016. He is selected as a
candidate for Outside Director who is Audit and Supervisory Committee Member in the expectation that he may
continue to provide guidance and advice from a specialist’s perspective in relation to the overall business
management of the Company. His term of office as Outside Director (Audit and Supervisory Committee
Member) of the Company will be one year and nine months at the conclusion of this Meeting.
Apr.
1984 Admitted as an attorneyApr.
1995 Nagasawa Law Office (Currently, Nagasawa General Law
Office) opened, Representative Attorney (current position)
Sep.
2007 Outside Corporate Auditor, GREE, Inc. (current position)
Reappointed
Jun.
2015 Outside Director, Toho Holdings Co., Ltd. (current position)
OutsideJun.
2016 Outside Director, Ashikaga Holdings Co., Ltd.
IndependentOct.
2016 Outside Director (Audit and Supervisory Committee
sharesMember), the Company (current position)
Toru Nagasawa(Jan. 15, 1959)(Significant concurrent positions)
4

Representative Attorney, Nagasawa General Law OfficeOutside Corporate Auditor, GREE, Inc.
Outside Director, Toho Holdings Co., Ltd.
 Reasons for being selected as a Candidate
Mr. Toru Nagasawa does not have experience related to business management other than as Outside Officer,
but has specialized knowledge and experience in corporate legal affairs as an attorney, and has conducted his
duties appropriately as Outside Director of Ashikaga Holdings Co., Ltd. since June 2016, and Outside Director(Audit and Supervisory Committee Member) of the Company since October 2016. He is selected as a candidate
for Outside Director who is Audit and Supervisory Committee Member in the expectation that he may continue
to provide guidance and advice from a specialist’s perspective in relation to the overall business management of
the Company. His term of office as Outside Director (Audit and Supervisory Committee Member) of theCompany will be two years and his term of office as Director (Audit and Supervisory Committee Member) will
be one year and nine months at the conclusion of this Meeting.

10

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Apr.

Reappointed
OutsideIndependent
Takashi Shimizu(Aug. 14, 1959)
5

Sep.
Apr.
Aug.
Apr.
Oct.

1995 Lecturer, School of Commerce, Waseda University
1997 Associate Professor, School of Commerce, Waseda
University
2000 PhD, Commerce, (Waseda University)
2002 Professor, School of Commerce , Waseda University
2002 Visiting Researcher, Berkeley, University of California (until
August 2003)
2005 Professor, Graduate School of Accounting, Waseda
University (current position)2016 Outside Director (Audit and Supervisory Committee
Member), the Company (current position)

Number ofshares of theCompany held

shares(Significant concurrent positions)
Professor, Graduate School of Accounting, Waseda
University
 Reasons for being selected as a Candidate
Mr. Takashi Shimizu does not have experience related to business management other than as Outside
Officer, but has specialized knowledge and extensive experience in accounting, and has conducted his duties
appropriately as Outside Director (Audit and Supervisory Committee Member) of the Company since October
2016. He is selected as a candidate for Outside Director who is Audit and Supervisory Committee Member inthe expectation that he may continue to provide guidance and advice from a specialist’s perspective in relation
to the overall business management of the Company. His term of office as Outside Director (Audit andSupervisory Committee Member) of the Company will be one year and nine months at the conclusion of thisMeeting.
(Notes)1. There are no specific interests between each candidate and the Company.
2. The three persons of Messrs. Ryuzaburo Kikuchi, Toru Nagasawa and Takashi Shimizu, are candidates for Outside
Director.
3. The three persons of Messrs. Ryuzaburo Kikuchi, Toru Nagasawa and Takashi Shimizu, are candidates for Outside
Director, and in case they are elected and take office as an Outside Director who are Audit and Supervisory
Committee Member, the Company will continue liability limitation agreements with them pursuant to Article 427,
Paragraph 1 of the Companies Act. The limit of liability under such agreements shall be limited to the minimum
amount stipulated by the Article 425, Paragraph 1 of the Companies Act, or the amount previously set of ten (10)million yen or more, whichever is greater.
4. The three persons of Messrs. Ryuzaburo Kikuchi, Toru Nagasawa and Takashi Shimizu satisfy “IndependenceStandards for Outside Directors” of the Company, are registered as Independent Directors with the Tokyo Stock
Exchange who do not have conflicts of interests with general shareholders. In case they are elected, they willcontinue to be Independent Directors.

11

<Reference> Independence Standards for Outside Directors
Independence Standards for Outside Directors of the Company are as follows:-“Independence Standards for Outside Directors” of the Company
Outside Directors who are independent from the Company meet the legal requisites for Outside Directors
as stipulated in Article 2, Item 15 of the Companies Act and do not fall under any of the following items.
(1) A major shareholder of the Company (holding directly or indirectly 10% or more of the voting rightsof the Company) or Executive Director, Executive, Manager, or other employee thereof (hereinafter,
the “Executive Directors, etc.”)(2) A person who has the Company and its consolidated subsidiaries (together, the “Group”) as a major
business partner (to which (a) or (b) below applies, and includes its parent company or its significant
subsidiaries) or the Executive Directors, etc., thereof(a) A person who receives payment from the Group of 2% or more of its total consolidated net sales
for the most recent fiscal year(b) A person for which borrowings from the Group is the highest, and substituting the borrowings byanother fund procurement method in the short term is deemed difficult(3) A major business partner of the Group (to which (a) or (b) below applies, and includes its parent
company or its significant subsidiaries) or the Executive Directors, etc., thereof(a) A person who pays to the Group 2% or more of consolidated gross profit of the Company for themost recent fiscal year(b) A person which is important to the Group in the fund procurement aspect; that is, a major
creditor, etc., on which the Group depends to the extent that it is irreplaceable(4) Directors or other Executive Directors, etc., of a corporation or organization which has received
donations from the Group for an annual average of more than 10 million yen for the past three years(5) A consultant, accounting specialist, or legal professional (in the case of corporations or otherorganizations, a person who belongs to such groups is included) who has received from the Group
compensation or other property benefit for an annual average of 10 million yen or more, excluding
officer remuneration, for the past three years(6) A person who has fallen under any of (1) to (5) above in the past three years(7) An individual affiliated with a party with which the Group has a personnel relationship of mutual
dispatch of outside officers(8) An individual whose spouse or relative within the second degree of kindship falls under (1) to (7)above(9) A person which might potentially pose continual and substantial conflicts of interests with overall
general shareholders of the Company due to reasons not provided in (1) to (8) above

12

Proposal No. 3: Election of One (1) Substitute Director who is an Audit and Supervisory Committee
Member
The election of Mr. Naoki Goto as a substitute Director who is an Audit and Supervisory Committee
Member will lose effect at the beginning of this Meeting. Accordingly, in order to prepare for the cases
where the number of Directors who are Audit and Supervisory Committee Members falls below the number
required by laws and regulations, the preliminary election of one (1) substitute for the position is proposed.
Pursuant to the Articles of Incorporation, the effective period of the resolution on preliminary election of
a substitute Director who is an Audit and Supervisory Committee Member shall be up to the beginning of
the Ordinary General Meeting of Shareholders pertaining to the last fiscal year ending within two years of
this Meeting.
This proposal has received the consent from the Audit and Supervisory Committee.
The details of the candidate are as follows:
Number of
Name
Career summary, positions, responsibilities
sharesof the(Date of birth)and significant concurrent positions
Company held
Apr.
1993 Registered as an attorney
Apr.
2014 Chairman, Ibaraki Bar Association
Executive Governor, Japan Federation of Bar Associations
OutsideMar.
2015 Retired from position as Chairman at the Ibaraki Bar
Independent
Association
Retired from position as Executive Governor at the Japan
sharesNaoki Goto
Federation of Bar Associations(Jul. 28, 1960)
Apr.
2018 General Manager, Japan Legal Support Center IBARAKI
District Office (current position)(Notes) 1. Mr. Naoki Goto is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member(the “Substitute Director”).
2. Reasons for selection as a candidate for the Substitute Director are as follows.
Mr. Naoki Goto does not have experience related to business management other than as Outside Officer, but has
specialized knowledge and experience as an attorney, and in order to receive appropriate guidance and advice fromhis expert perspective regarding the Company's overall management, the Company proposes his election as
Substitute Director.
3. If this Proposal is approved, and in case Mr. Naoki Goto takes office as an Outside Director, pursuant to Article 427,
Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, the Company plans to enter
into liability limitation agreements with him to limit liabilities as set forth in Article 423, Paragraph 1 of theCompanies Act. The limit of liability under such agreements shall be limited to the minimum amount stipulated by
the Article 425, Paragraph 1 of the Companies Act, or ten (10) million yen, whichever is greater, assuming that heperformed his duties as Outside Director in good faith and without gross negligence.
4. If this Proposal is approved, and in case Mr. Naoki Goto takes office as an Outside Director, the Company plans toregister him with the Tokyo Stock Exchange as an Independent Director who does not have conflicts of interests
with general shareholders.
5. There are no specific interests between the candidate and the Company.

End13