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, 2020
To Shareholders with Voting Rights:
Ritsuo Sasajima
President
Mebuki Financial Group, Inc.
7-2, Yaesu 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 4TH ORDINARYGENERAL MEETING OF SHAREHOLDERS
The 4th Ordinary General Meeting of Shareholders (the “Meeting”) of Mebuki Financial Group, Inc. (the“Company”) will be held as described below.
Shareholders are strongly advised to exercise their voting rights in advance by post or via the Internet, etc.
to the extent possible, and refrain from attending the meeting in person, from the standpoint of preventing thefurther spread of the novel coronavirus (COVID-19).
1. Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. (JST)

2. Place:

Head Office 3rd Floor Main Conference Room, The Ashikaga Bank, Ltd.
1-25, Sakura 4-chome, Utsunomiya, Tochigi, Japan(Reception opens at 9:00 a.m.)(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 4th Fiscal
Year (from April 1, 2019 to March 31, 2020)
2. Non-consolidated Financial Statements for the Company’s 4th Fiscal Year(from April 1, 2019 to March 31, 2020)
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
Proposal No.4: Determination of Restricted Stock Remuneration Plan for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)

Please note that no live broadcast venue will be set up for the Meeting, and no souvenirs will be p rovided toshareholders attending the Meeting. We appreciate your understanding.

14. Exercise of Voting Rights:
Exercise of Voting Rights via
Attendance at the Meeting
Please bring the 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 refer to the guidance page
(Japanese only) and choose either"method to enter login ID andtemporary password” or “method
to scan QR code” to vote for oragainst the proposals by thedeadline.

Date and Time:
Wednesday, June 24, 2020 at
10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

Deadline:
Tuesday, June 23, 2020 at 5:00
p.m. (JST)

Deadline:
Tuesday, June 23, 2020 at 5:00
p.m. (JST)(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 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 Financ ial 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): https://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 M eeting w ill 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 the Meeting. Accordingly, the election of seven (7)Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed.
The Company, in an effort to ensure the objectivity and transparency related to Directors’ compensation
and appointments, has established a Corporate Governance Committee, as an advisory body to the Board of
Directors. The Board of Directors selects candidates for Director based on the deliberation at the Corporate
Governance Committee.
The Corporate Governance Committee is chaired by an Outside Director, and the majority of its members
are also Outside Directors including the Outside Directors of subsidiary banks.
 Opinion of the Audit and Supervisory Committee regarding the selection of Directors (excluding
Directors who are Audit and Supervisory Committee Members)
At the Audit and Supervisory Committee, the content of this proposal has been deliberated based onreports from Audit and Supervisory Committee Members (Outside Directors) who took part in thediscussion at the Corporate Governance Committee, an advisory body to the Board of Directors. We notifythat there are no issues 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

Attendanceat Board of
Directors’
meetings(FY2019)100%(12/12)

1

Ritsuo Sasajima[Reappointed]

President (Representative Director)

2

Kazuyuki
Shimizu[Newlyappointed]

Executive Officer
In charge of Regional Revitalization (Regional
Revitalization Department)-

3

Hidebumi
Nishino[Newlyappointed]

-

-

4

Yoshihiro Naito[Newlyappointed]

-

-

5

Tetsuya Akino[Reappointed]

Director
In charge of Corporate Planning (Corporate Planning
Department)

100%(12/12)[Reappointed]
100%[Outside]
Director (Outside Director)(10/10)[Independent](*Note)[Reappointed]
100%
7
Yoshimi Shu[Outside]
Director (Outside Director)(10/10)[Independent](*Note)* (Note) As Mr. Hiromichi Ono (No. 6) and Ms. Yoshimi Shu assumed the office of Director of the Company
on June 25, 2019, the attendance at Board of Directors’ meetings stated only includes meetings held thereafter.
6

Hiromichi Ono

3

No.

Name
(Date of birth)

Reappointed
Ritsuo Sasajima(Mar. 3, 1958)
1

2

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

1980
2000
2005

Jun.
Apr.
Jun.
Jun.

2006
2008
2009
2011

Jun.
Oct.
Jun.
Jun.

2013
2016
2017
2018

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
Senior Deputy General Manager, Corporate Planning
Division
General Manager, Koriyama Branch
General Manager, Treasury and Securities Division
General Manager, Corporate Planning Division
Executive Officer and General Manager, Corporate
Planning Division
Managing Director, The Joyo Bank, Ltd.
Director, in charge of Corporate Planning, the Company
Senior Managing Director, The Joyo Bank, Ltd.
President, the Company (current position)
President, The Joyo Bank, Ltd. (current position)

Number ofshares of theCompany held

51,587 shares(Significant concurrent positions)
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 Senior Managing Director, Director of the Company, as well as President of the Company and President of
The Joyo Bank, Ltd. since June 2018, accumulating abundant experience and achievements as a manager. 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 theCompany.
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 and General Manager, Business
Promotion DivisionJun.
2012 Executive Officer and General Manager, Business Planning
Division
Apr.
2014
Executive Officer and General Manager, Corporate
Newly appointed
Management Department, Ashikaga Holdings Co., Ltd.
Executive Officer, The Ashikaga Bank, Ltd.
27,874 shares
Kazuyuki Shimizu
Apr.
2015
Executive Officer, General Manager, Corporate Planning(Sep. 11, 1961)
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
Jun.
2016 Managing Director, The Ashikaga Bank, Ltd.
Oct.
2016 Director, in charge of Corporate Management, Risk
Management, and Information Security, the Company
Jun.
2017 Director, in charge of Regional Revitalization, theCompanyJun.
2018 Senior Managing Director, The Ashikaga Bank, Ltd.
(current position)
Jun.
2019 Executive Officer, in charge of Regional Revitalization, theCompany (current position)(Significant concurrent positions)
To be President, The Ashikaga Bank, Ltd.

4

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

 Reasons for being selected as a Candidate
Mr. Kazuyuki Shimizu took office as Executive Officer of Ashikaga Holdings Co., Ltd. and The Ashikaga
Bank, Ltd. in April 2014, and since then he has accumulated abundant experience and achievements as amanager through his positions as Managing Executive Officer, Managing Director, and Senior Managing
Director of The Ashikaga Bank, Ltd. and as Director of the Company from October 2016 to June 2019. He is
selected as a candidate for Director in the expectation that he may contribute to the management of theCompany.

5

No.

Name
(Date of birth)

Newly appointed

3

4

Hidebumi Nishino(Jul. 8, 1960)

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

1983
2003
2005

Jun.
Jun.
Jun.

2007
2010
2012

Jun.

2013

Jun.

2015

Oct.

2016

Jun.

2017

Number ofshares of theCompany held

Joined The Joyo Bank, Ltd.
Secretariat, Corporate Administration Division
Deputy General Manager, Business Administration
Division
General Manager, Shinjuku Branch
General Manager, Taira Branch
General Manager, in charge of Business Promotion
Division
Executive Officer and General Manager, Business
40,223shares
Promotion Division
Managing Executive Officer and Vice Director-General ofBusiness Headquarters
Director, in charge of Regional Revitalization, theCompany
Retired from the position as Director, the Company
Managing Director, The Joyo Bank, Ltd. (current position)(Significant concurrent positions)
To be Managing Executive Officer, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Hidebumi Nishino took office as Managing Director of The Joyo Bank, Ltd. in June 2017 and also
served as the Director of the Company from October 2016 to June 2017, accumulating abundant experience andachievements as a manager. He is selected as a candidate for Director in the expectation that he may contributeto the management of the Company.
Apr.
1986 Joined The Ashikaga Bank, Ltd.
Apr.
2008 General Manager, Ota Minami Retail OfficeJun.
2010 General Manager, Shiraoka BranchApr.
2012 General Manager, Kaminokawa BranchJun.
2013 General Manager, International and Treasury
Administration DivisionFeb.
2015 General Manager, in charge of Business Administration
Department, Ashikaga Holdings Co., Ltd.
General Manager, Personnel Division and General
Manager, In-house Training Office, The Ashikaga Bank,
Ltd.
Apr.
2015
General Manager, Personnel Division, The Ashikaga Bank,
Newly appointed
Ltd.
Apr.
2016 Executive Officer and General Manager, Personnel
11,559 shares
Yoshihiro Naito
Division, The Ashikaga Bank, Ltd.
(Dec. 5, 1963)
Oct.
2016 General Manager, in charge of Corporate Management
Department, the Company
Jun.
2017 General Manager, Corporate Management Department, theCompany
Executive Officer and General Manager, Risk Management
Division, The Ashikaga Bank, Ltd.
Jun.
2019 Managing Director, The Ashikaga Bank, Ltd. (current
position)(Significant concurrent positions)
To be Director, Managing Executive Officer, The Ashikaga
Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Yoshihiro Naito took office as General Manager, in charge of Corporate Management Department of theCompany in October 2016, and since then he has accumulated abundant experience and achievements as anadministrator and a manager of both the Company and The Ashikaga Bank, Ltd. through his positions as General
Manager of the Corporate Management Department of the Company from June 2017 and Managing Director of
The Ashikaga Bank, Ltd. from June 2019. He is selected as a candidate for Director in the expectation that hemay contribute to the management of the Company.

6

No.

Name
(Date of birth)

Reappointed

5Tetsuya Akino(May 23, 1963)

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

1986
2006
2008

Jun.

2011

Jun.
Jun.
Jun.
Jun.

2012
2013
2015
2016

Oct.

2016

Jun.

2017

Jun.

2018

Number ofshares of theCompany held

Joined The Joyo Bank, Ltd.
Corporate Management Division
Deputy General Manager, Business Administration
Division
Senior Deputy General Manager, Business Administration
Division
General Manager, Shimotsuma Branch
General Manager, Corporate Risk Management Division
General Manager, Personnel Division
Executive Officer and General Manager, Personnel
Division
General Manager, Corporate Management Department, theCompany
35,192 shares
General Manager, Corporate Planning Department, theCompany
Executive Officer and General Manager, Corporate
Planning Division, The Joyo Bank, Ltd.
Director, in charge of Corporate Planning, the Company(current position)
Managing Director, The Joyo Bank, Ltd. (current position)(Significant concurrent positions)
To be Director, Managing Executive Officer, The Joyo
Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Tetsuya Akino took office as Director of the Company and Managing Director of The Joyo Bank, Ltd.
since June 2018, and since then he has accumulated abundant experience and achievements as a manager. He is
selected as a candidate for Director in the expectation that he may continue to contribute to the management of
the Company.

7

No.

Name
(Date of birth)

Reappointed
OutsideIndependent

6

7

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

1979
2004
2007
2011

Apr.

2013

Jun.

2017

Jun.

2019

Hiromichi Ono(Aug. 11, 1956)

Joined Ajinomoto Co., Inc.
General Manager, Finance Department
Corporate Executive Officer
Member of the Board & Corporate Vice President, incharge of finance and procurement, Ajinomoto Co., Inc.
Director, Japan Investor Relations Association
Member of Investment Committee, Government Pension
Investment Fund
Retired from Member of the Board & Corporate Vice
President, Ajinomoto Co., Inc.
Retired from Director, Japan Investor Relations Association
Retired from member of Investment Committee,
Government Pension Investment Fund
Outside Director, the Company (current position)

Number ofshares of theCompany held

- shares(Significant concurrent positions)
To be Outside Audit & Supervisory Board Member,Tokyo Gas Co., Ltd.
 Reasons for being selected as a Candidate
Mr. Hiromichi Ono has accumulated a broad range of insights and abundant experience as a manager of amajor food company. He is selected as a candidate for Outside Director in the expectation that he may continue
to provide appropriate guidance and advice for the overall business operation of the Company by utilizing
insights and experience as a corporate manager. His term of office as Outside Director of the Company will be
one year at the conclusion of the Meeting.
Aug.
2000 Joined JPMorgan Securities Japan Co., Ltd.
Jun.
2006 Head of Tokyo Control Room, Compliance Department
May
2012 Managing Director
Oct.
2012 Head of Japan Controls & Oversight Department
ReappointedJan.
2014 Resigned from JPMorgan Securities Japan Co., Ltd.
OutsideFeb.
2014 Joined Core Value Management, Co., Ltd.
Independent
Nov.
2016 Deputy President & Representative Director, Core Value- sharesManagement, Co., Ltd. (current position)
Yoshimi Shu
Jun.
2019 Outside Director, the Company (current position)(Mar. 7, 1969)(Significant concurrent positions)
Deputy President & Representative Director, Core ValueManagement, Co., Ltd.
 Reasons for being selected as a Candidate
Ms. Yoshimi Shu has accumulated abundant work experience as well as experience and achievements as asenior manager at a global financial institution. In addition, she has obtained insights and experience in various
aspects towards the development of corporate leaders. She is selected as candidate for Outside Director in the
expectation that she may continue to provide appropriate guidance and advice for the overall business operationof the Company from a professional perspective. Her term of office as Outside Director of the Company will be
one year at the conclusion of the Meeting.
(Notes)1. There are no specific interests between each candidate and the Company.
2. M r. Hiromichi Ono and M s. Yoshimi Shu are candidates for Outside Director.
3. If this Proposal is approved, and in case M r. Hiromichi Ono and M s. Yoshimi Shu take office as Outside Directors,
pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, theCompany plans to continue with the liability limitation agreements concluded with them to limit liabilities as set
forth in Article 423, Paragraph 1 of the Companies Act. The limit of liability under such agreements shall belimited to the minimum amount stipulated by the Article 425, Paragraph 1 of the Companies Act, or ten (10)million yen or more, whichever is greater, assuming that they performed their duties as Outside Director in goodfaith and without gross negligence.
4. M r. Hiromichi Ono and M s. Yoshimi Shu satisfy the “Independence Standards for Outside Directors” of theCompany and are registered as Independent Directors with the Tokyo Stock Exchange who do not have conflictsof interest with general shareholders. In case they are elected, they will continue to be Independent Directors.

8

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 the 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.
Attendanceat Board of
Current positions and responsibilities at
No.
Name
Directors’
the Company
meetings(FY2019)
Director
In charge of Corporate Management
100%(Basel)Eiji[Newly1
In charge of Group anti-money(12/12)
Murashima
appointed]
laundering (Corporate Management
Department, Basel Unit)
Director (Audit and Supervisory
Committee Member)
100%
2
Kunihiro Ono [Reappointed](Full-time Audit and Supervisory(12/12)
Committee Member)[Newlyappointed]
Satoru3[Outside]
Kawamata[Independent][Reappointed] Director (Audit and Supervisory
100%
Toru
4
[Outside]
Committee Member)(12/12)
Nagasawa[Independent] (Outside Director)[Reappointed] Director (Audit and Supervisory
92%
Takashi5[Outside]
Committee Member)(11/12)
Shimizu[Independent] (Outside Director)

9

No.

Name
(Date of birth)

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

1

Newly appointed

Jun.

Eiji Murashima(Jul. 1, 1955)

Jun.
Jun.
Oct.
Jun.

2

1979
1999
2001
2005
2007
2008
2010

Joined The Joyo Bank, Ltd.
General Manager, Misato Branch
General Manager, Legal Office, Corporate Audit Division
General Manager, Corporate Risk Management Division
General Manager, Corporate Audit Division
General Manager, Retail Banking Division
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.
2016 Director, in charge of Corporate Management (Basel), theCompany (current position)2018 Senior Managing Director, The Joyo Bank, Ltd. (current
position)

Number ofshares of theCompany held

71,078 shares(Significant concurrent positions)
To be Corporate Auditor, Mebuki Securities Co., 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 since thenhas served as the Senior Managing Director of The Joyo Bank, Ltd. and the Director of the Company. He has
the knowledge and experience to accurately, fairly, and effectively implement the business management of theCompany. He is selected as a candidate for Director who is an Audit and Supervisory Committee member in the
expectation that he may contribute to the management of the Company.
Apr.
1980 Joined The Ashikaga Bank, Ltd.
Jun.
2003 General Manager, Ohira BranchOct.
2004 General Manager, Shinjuku BranchOct.
2007 General Manager, Operation Planning DivisionJun.
2010 Executive Officer, General Manager, New Accounting
System Transition Promotion DivisionOct.
2011 Executive Officer
Reappointed
Jun.
2012 DirectorJun.
2013 Director, Ashikaga Holdings Co., Ltd.
14,200
Kunihiro Ono
Jun.
2016 Retired from the position as Director, The Ashikaga Bank,
shares(Jan. 11, 1957)
Ltd.
Oct.
2016 Director (Audit and Supervisory Committee Member), theCompany (current position)
Jun.
2017 Corporate Auditor, Mebuki Lease Co., Ltd. (current
position)(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., the Director of Ashikaga Holdings Co., Ltd., and the Director (Audit andSupervisory Committee Member) of the Company since October 2016. He has the knowledge and experience toaccurately, fairly, and effectively implement the business management of the Company. He is selected as a
candidate for Director who is an Audit and Supervisory Committee member in the expectation that he may
continue to contribute to the management of the Company.

10

No.

Name
(Date of birth)

Newly appointed
OutsideIndependent

3

Satoru Kawamata(Oct. 30, 1944)

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

1968
1995
1999
1999
2001
2009
2011
2013

Joined Hitachi, Ltd.
Deputy Head, Hitachi Works
Head, Power and Electricity Group, Hitachi Works
Director, Head, Power and Electricity Group, Hitachi Works
Representative Director and President, Hitachi Life, Ltd.
Advisor, Hitachi Life, Ltd.
Honorary Advisor, Hitachi Life, Ltd.
Retired from position as Honorary Advisor, Hitachi Life
Ltd.
2018 Outside Director, The Joyo Bank, Ltd. (Audit andSupervisory Committee Member) (current position)

Number ofshares of theCompany held

shares(Significant concurrent positions)Not applicable Reasons for being selected as a Candidate
Mr. Satoru Kawamata has accumulated abundant insight and experience as a corporate manager and has
conducted his duties appropriately as Outside Director (Audit and Supervisory Committee Member) of The Joyo
Bank, Ltd. since June 2018. He is selected as a candidate for Outside Director who is Audit and Supervisory
Committee Member in the expectation that he may utilize his insight and experience as a corporate manager toprovide appropriate guidance and advice in relation to the overall business management of the Company.
Apr.
1984 Registered as an attorneyApr.
1995 Nagasawa Law Office (Currently, Nagasawa Law Offices)
opened, Representative Attorney (current position)
Sep.
2007 Outside Corporate Auditor, GREE, Inc. (current position)Oct.
2014 Outside Corporate Auditor, LANCERS, INC. (current
position)
Reappointed
Jun.
2015
Outside Director, TOHO HOLDINGS CO., LTD. (current
Outsideposition)IndependentJun.
2016 Outside Director, Ashikaga Holdings Co., Ltd.
sharesOct.
2016
OutsideDirector(AuditandSupervisory
Committee
Toru Nagasawa
Member), the Company (current position)(Jan. 15, 1959)
4(Significant concurrent positions)Representative Attorney, Nagasawa Law Offices
Outside Corporate Auditor, GREE, Inc.
Outside Director, TOHO HOLDINGS CO., LTD.
Outside Corporate Auditor, LANCERS, INC.
 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 appropriate 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 of the Company will be four years and his
term of office as Director (Audit and Supervisory Committee Member) will be three years and nine months at
the conclusion of the Meeting.

11

Name
(Date of birth)

No.

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 Received Ph.D. in Commerce (Waseda University)
2002 Professor, School of Commerce, Waseda University
2002 Visiting Researcher, University of California, Berkeley(until August 2003)
2005 Professor, Graduate School of Accountancy, 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 Accountancy, 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 appropriate 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 three years and nine months at the conclusion of
the Meeting.
(Notes)1.

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

2.

The three persons – Messrs. Satoru Kawamata, Toru Nagasawa, and Takashi Shimizu – are candidates for
Outside Director.

3.

If this Proposal is approved as proposed and Mr. Satoru Kawamata takes office as an Outside Director,
pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company plans to enter into a liability limitation agreement to limit liabilities as set forthin Article 423, Paragraph 1 of the Companies Act. Additionally, if Messrs. Toru Nagasawa and Takashi
Shimizu take office as Outside Directors, the Company plans to continue with the liability limitationagreements concluded with them. The limit of liability under such agreements shall be limited to theminimum amount stipulated by the Article 425, Paragraph 1 of the Companies Act, or ten (10) million
yen or more, whichever is greater, assuming that they performed their duties as Outside Director in goodfaith and without gross negligence.

4.

Mr. Satoru Kawamata satisfies the “Independence Standards for Outside Directors” of the Company andis scheduled to be registered as an Independent Director with the Tokyo Stock Exchange who does nothave conflicts of interest with general shareholders. Additionally, Messrs. Toru Nagasawa and Takashi
Shimizu satisfy the “Independence Standards for Outside Directors” of the Company and are registeredas Independent Directors with the Tokyo Stock Exchange who do not have conflicts of interest withgeneral shareholders. In case they are elected, they will continue to be Independent Directors.

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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 the Meeting. Accordingly, in order to prepare for the case 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 the preliminary electionof 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
the Meeting.
This proposal has received the consent from the Audit and Supervisory Committee.
The details of the candidate are as follows:
Name(Date of birth)

No.

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

1

OutsideIndependent

Apr.

Kazunori Shinozaki Jun.
(May 1, 1972)
Dec.
Jun.

2001 Registered as an attorney2007 Deputy Chairman, Ibaraki Bar Association (until March
2008)
2008 Deputy General Manager, Japan Legal Support Center
Ibaraki District Office (until March 2014)2016 Outside Director (Audit and Supervisory Committee
Member), SUZUNUI CORPORATION
2017 Member, Mito City Board of Education (current position)
2019 Outside Corporate Auditor, SUZUNUI CORPORATION(current position)

Number ofshares of theCompany held

shares(Notes)
1. Mr. Kazunori Shinozaki 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. Kazunori Shinozaki does not have experience related to business management other than as an
Outside Officer but has specialized knowledge and experience as an attorney, and in the expectation thatappropriate guidance and advice from his expert perspective regarding the Company's overallmanagement will be received, the Company proposes his election as the Substitute Director.

3.

If this Proposal is approved, and in case Mr. Kazunori Shinozaki takes office as an Outside Director,
pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company plans to enter into liability limitation agreements with him to limit liabilities as
set forth in Article 423, 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 ten (10) million yen or more, whichever is greater, assuming that he performed his duties as Outside
Director in good faith and without gross negligence.

4.

If this Proposal is approved, and in case Mr. Kazunori Shinozaki takes office as an Outside Director, theCompany plans to register him with the Tokyo Stock Exchange as an Independent Director who does nothave conflicts of interest with general shareholders.

5.

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

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<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 kinship falls under (1) to (7)above(9) A person which might potentially pose continual and substantial conflicts of interest with overall
general shareholders of the Company due to reasons not provided in (1) to (8) above

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Proposal No.4:
Determination of Restricted Stock Remuneration Plan for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members and Outside Directors)
It was approved at the Ordinary General Meeting of Shareholders held on June 28, 2016, that the amount of
remuneration for the Company’s Directors (excluding Directors who are Audit and Supervisory Committee
Members) would be set at 200 million yen or less per year (however, excluding employee salaries for
Directors concurrently serving as employees) and that stock acquisition rights granted as stockcompensation-type stock options would be allocated to the Directors (excluding Directors who are Audit andSupervisory Committee Members) within the above-mentioned amount.
The Company, as part of its review of the executive remuneration plan, proposes to pay the Company’s
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors;
the “Eligible Directors”) remuneration within the above-mentioned amount for the granting of stock under a
new restricted remuneration plan, in lieu of the above-mentioned stock compensation-type stock options, toprovide an additional incentive to the Eligible Directors to achieve sustainable enhancement of the Company’s
corporate value as well as promoting further value-sharing with the Company’s shareholders.
In conjunction, the previous stock compensation-type stock options will be abolished and future stockacquisition rights granted as stock compensation-type stock options will no longer be allocated to the
Directors.
Based on this Proposal, remuneration to be paid to the Eligible Directors for the granting of restricted stock
will be monetary compensation claims and the total amount of such claims will be set at 20 million yen or lessper year (however, excluding employee salaries for Directors concurrently serving as employees), which has
been deemed a reasonable amount in light of the above purpose. The specific timing and allocation of
payment to each Eligible Director shall be determined by the Board of Directors.
If Proposal No. 1 “Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members)” is approved as proposed, the number of Directors (excluding Directors who are Audit
and Supervisory Committee Members and Outside Directors) eligible under this Proposal shall be five (5).
The Eligible Directors, in accordance with the resolution of the Board of Directors of the Company, shallmake payments in kind as contributed assets using all of the monetary compensation claims provided to themby the Company and receive the issuance or disposal of the Company’s common shares and the total numberof common shares issued or disposed of by the Company shall be 200 thousand shares or less per year
(provided, however, that if a share split (including a gratis allotment of common stock) or share consolidationis performed effective or any other event occurs requiring adjustment of the total number of the Company’scommon shares to be issued or disposed of as restricted stock on or after the date when this Proposal isapproved by the General Meeting of Shareholders, the total number of shares shall be adjusted within areasonable range).
The amount to be paid in per common share shall be determined by the Board of Directors so that theamount is not particularly favorable to the Eligible Directors receiving the common shares. It shall be basedon the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day
immediately prior to the Board of Directors’ resolution of issuance or disposal of the common share (if thetransaction 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 Company
and each of the Eligible Directors receiving restricted stock remuneration based on the plan shall enter into a
restricted stock allocation agreement (the “Allocation Agreement”) which provides for among other things thefollowing conditions:(1) Transfer Restriction Period
The Eligible Directors may not transfer, use as collateral or otherwise dispose of the Company’s commonshares allocated in accordance with the Allocation Agreement (the “Allotted Shares”) for a period of 30
years (the “Transfer Restriction Period”) from the date on which allocation was received in accordancewith the Allocation Agreement (this prohibition is hereinafter referred to as the “Transfer Restriction”).
(2) Treatment in the event of resignation
In the event that an Eligible Director, prior to the expiry of the Transfer Restriction Period, resigns froma position stipulated by the Company’s Board of Directors for any reason other than the expiry of theterm of office, death or any other legitimate reason, the Company shall rightfully acquire the Allotted
Shares without consideration.
(3) Removal of Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall remove the Transfer Restrictions on all
Allotted Shares, at the expiry of the Transfer Restriction Period, on the conditions that the Eligible Director
15

continuously remains in a position stipulated by the Company’s Board of Directors during the Transfer
Restriction Period. However, if the Eligible Director resigns from a position stipulated by the Company’s
Board of Directors prior to the expiry of the Transfer Restriction Period due to the expiry of the term ofoffice, death or any other legitimate reason, stipulated in (2) above, the number of the Allotted Shares forwhich the Transfer Restrictions are to be removed and the timing of the removal of the Transfer Restrictions
shall be reasonably adjusted, as necessary. Furthermore, the Company shall rightfully acquire without
consideration any Allotted Shares for which the Transfer Restriction had not been removed immediately
after the removal of the Transfer Restrictions in accordance with the above provisions.
(4) Handling in the case of organizational restructuring, etc.
Notwithstanding the provisions in (1) above, during the Transfer Restriction Period, in the case that amerger agreement in which the Company becomes the non-surviving company, a share exchange agreement
or share transfer plan in which the Company becomes a wholly-owned subsidiary or other matters related toits organizational restructuring is approved at the general meeting of shareholders of the Company (or at theBoard of Directors, if such organizational restructuring in question does not involve the approval of thegeneral meeting of shareholders of the Company), the Company shall remove the Transfer Restriction on all
Allotted Shares, by resolution of the Board of Directors of the Company, prior to the effective date of suchorganizational restructuring, etc. Furthermore, the Company shall rightfully acquire without consideration
any Allotted Shares for which the Transfer Restriction had not been removed immediately after the removalof the Transfer Restrictions in accordance with the above provisions.
(5) Other matters
Other matters relating to the Allocation Agreement shall be determined by the Board of Directors of theCompany.
■ Opinion of the Audit and Supervisory Committee on the determination of remuneration for Directors(Excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) for the
granting of restricted stock
The Audit and Supervisory Committee, upon receiving a report from an Audit and Supervisory
Committee Member (Outside Director) who participated in the discussions of the Corporate GovernanceCommittee, an advisory body to the Board of Directors, deliberated this proposal and has announced that
there is nothing in particular to report.
END

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