May 13, 2020
Company name: Mebuki Financial Group, Inc.
Representative: Ritsuo Sasajima, President（Code number：7167 First Section,Tokyo Stock Exchange)

Notice Regarding Introduction of Restricted Stock Remuneration PlanMebuki Financial Group Inc. (the "Company") hereby announces that, at the meeting of the Boardof Directors held today, the Company reviewed its executive remuneration plan and resolved tointroduce a restricted stock remuneration plan (the "Plan"). An item concerning the Plan will besubmitted to the 4th Ordinary General Meeting of Shareholders (the "General Meeting ofShareholders") scheduled to be held on June 24, 2020.
1. Purpose and conditions of introduction of the Plan
(1) Purpose of introduction of the Plan
The Plan aims at promoting further value-sharing with Company’s shareholders, and providing anadditional incentive to the Directors, excluding Outside Directors and Directors who are Audit andSupervisory Committee Members, ("Eligible Directors") to achieve the sustainable enhancement ofthe Company's corporate value.
(2) Conditions for introduction of the Plan
To grant the restricted stock under the Plan, monetary compensation claims will be provided to theEligible Directors. Accordingly, the introduction of the Plan is subject to approval of shareholders at
the General Meeting of Shareholders for the provision of such remuneration.
At the ordinary general meeting of shareholders held on June 28, 2016, it was approved that theamount of remuneration for the Company’s Directors (excluding Directors who are Audit andSupervisory Committee Members) is set at 200 million yen or less per year (however, which excludes
employee salaries for Directors concurrently serving as employees) and the Company allocate stockacquisition rights granted as stock compensation-type stock options to the Directors (excluding
Directors who are Audit and Supervisory Committee Members) within the above-mentioned amount.
At the General Meeting of Shareholders, shareholders will be asked to approve the introduction of thePlan and the establishment of an amount of remuneration for the Plan for the Eligible Directors.
Subject to the approval of the resolution to introduce the Plan at the General Meeting ofShareholders, the current remuneration framework for the above-mentioned stock compensation-type
stock options will be abolished, and future stock acquisition rights granted as stockcompensation-type stock options will no longer be allocated to the Eligible Directors.
2. Outline of the Plan
Under the Plan, the Eligible Directors will make payments in kind as contributed assets using all of
the monetary compensation claims provided to them by the Company and receive the issuance ordisposal of the Company’s common shares.
The total amount of monetary compensation claims to be provided to the Eligible Directors under
the Plan is set at 20 million yen or less per year (however, which excludes employee salaries for
Directors concurrently serving as employees). The specific timing and allocation of payment to eachEligible Director shall be determined by the Board of Directors.

Under the Plan, the total number of common shares newly issued or disposed of by the Company
shall be 200 thousand shares or less per year (provided, however, if a share split (including an gratis
allotment of common stock) or share consolidation is performed effective on or after the date when
the resolution is approved by the General Meeting of Shareholders, the total number of shares shall beadjusted within a reasonable range, as necessary, according to the split or consolidation ratio, etc. onor after such effective date).
The amount to be paid in per common share shall be determined by the Board of Directors so thatthe amount is not particularly favorable to the Eligible Directors receiving the common shares. It shallbe based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day immediately prior to the Board of Directors’ resolution of issuance or disposal of thecommon share (if the transaction is not completed on this business day, it will be based on the closing
price of the immediately previous trading day).
In addition, upon issuance or disposal of the Company’s common shares (the "Shares") under thePlan, the Company and each of the Eligible Directors receiving restricted stock remuneration basedon the Plan shall enter into a restricted stock allocation agreement which provides for among otherthings the following two conditions:1) No transfer of the Shares to a third party, no use of the Shares as collateral, nor any otherdisposal of the Shares for a fixed period (the "Transfer Restriction Period") will be allowed.
2) The Company may acquire the Shares without consideration if certain events occur.
To prevent the Shares from being transferred, used as collateral, or otherwise disposed of during theTransfer Restriction Period, the Shares will be managed in a dedicated account opened by each
Eligible Director, at Nomura Securities Co., Ltd. during the Transfer Restriction Period.
Finally, the same restricted stock remuneration provided to the Eligible Directors based on the Planis planned to be provided also to Executive Officers who are not concurrently serving as theCompany’s Directors, Directors (excluding Outside Directors and Directors who are Audit andSupervisory Committee Members) of the Joyo Bank, Ltd. ("Joyo") and the Ashikaga Bank, Ltd.
("Ashikaga") which are wholly-owned subsidiaries of the Company, and Joyo’s and Ashikaga’s
Executive Officers who are not concurrently serving as respective subsidiary's Directors, upon aresolution being approved by the Board of Directors, for the Company’s common stock to be newly
issued or disposed of.
With respect to the restricted stock remuneration to be provided to Executive Officers who are notconcurrently serving as the Company’s Directors, the total number of common shares newly issued ordisposed of by the Company shall be within the above-mentioned 200 thousand shares or less peryear; provided, however, if a share split (including an gratis allotment of common stock) or shareconsolidation is performed effective on or after the date when the resolution is approved by theGeneral Meeting of Shareholders, the total number of shares shall be adjusted within a reasonable
range, as necessary, according to the split or consolidation ratio, etc. on or after such effective date.
With respect to the restricted stock remuneration to be provided to Directors (excluding Outside
Directors and Directors who are Audit and Supervisory Committee Members) of Joyo and Ashikaga
which are wholly-owned subsidiaries of the Company, and Joyo’s and Ashikaga’s Executive Officers
who are not concurrently serving as respective subsidiary's Directors, the total number of commonshares shall be 800 thousand shares or less per year.
EndInquiries:
Mebuki Financial Group, Corporate Planning Department

Tel:029-300-2605