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

(Securities Code: 7167)
June 1, 2023
(Date of commencement of electronic provision measures: May 29, 2023)
To Shareholders with Voting Rights:
Tetsuya Akino
President
Mebuki Financial Group, Inc.
2-1-1 Nihonbashi Muromachi,
Chuo-ku,Tokyo, JapanNOTICE OF CONVOCATION OF
THE 7TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 7th Ordinary General Meeting of Shareholders (the “Meeting”) of Mebuki Financial Group, Inc. (the“Company”) will be held as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject tothe electronic provision measures on the following website.

The Company’s website:
https://www.mebuki-fg.co.jp/eng/shareholder/stock/generalmeeting.html
In addition to the website shown above, the Company has also posted this information on the following
website.
Tokyo Stock Exchange (TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the TSE website above, enter the name of the Company in the “Issue
name (company name)” field or the securities code in the “Code” field, and click on “Search” to find search
results. Then, please select “Basic information” and “Documents for public inspection/PR information”in thatorder .

1

1. Date and Time:Thursday, June 22, 2023 at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

2. Place:

Head Office 8th Floor Main Conference Room, The Joyo Bank, Ltd.
5-5, Minami-machi 2-chome, Mito, Ibaraki, Japan(The Company’s Mito Head Office location, Mito City, has been chosen
as the Meeting venue. Please refer to “The Venue Information for theOrdinary 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 7 th Fiscal
Year (from April 1, 2022 to March 31, 2023)
2. Non-consolidated Financial Statements for the Company’s 7th Fiscal Year(from April 1, 2022 to March 31, 2023)
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 One (1) Director who is an Audit and Supervisory Committee
MemberPlease note that no live broadcast venue will be set up for the Meeting, and no gifts will be provided to shareholders
attending the Meeting. We appreciate your understanding.

2

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 by Post Exercise of Voting Rights via theInternet, etc.
Please refer to the guidance page
Please vote for or against the(Japanese only) and choose either
proposals on the enclosed Voting
Rights Exercise Form and return it "method to enter login ID andby post so that it is received by the temporary password” or “method
to scan QR code” to vote for or
deadline. Please use the sticker on
the Form to cover and protect your against the proposals by thedeadline.
information.

Date and Time:Thursday, June 22, 2023 at
10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

Deadline:
Wednesday, June 21, 2023 at
5:00 p.m. (JST)

Deadline:
Wednesday, June 21, 2023 at
5:00 p.m. (JST)(1) Handling of duplicate voting
If you vote both by post 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 your last vote will be deemed valid.
(2) Matters subject to the electronic provision measures that are not provided in the paper-based documents
delivered to shareholders
A. For this Meeting, the Company will send paper-based documents of the matters subject to electronic
provision measures to all shareholders regardless of whether they made a request for delivery of
documents. However, in accordance with laws and regulations as well as Article 14 of the Articles
of Incorporation of the Company, items (i) through (iii) below are not included with the paper-based
documents.
(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 posted on the Company’s website. The Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Accounting Auditor are theConsolidated Financial Statements and Non-consolidated Financial Statements attached to this notice
as well as items (ii) and (iii) above posted on the Company’s website.
B. Please note that any revision to matters in the Reference Documents for the General Meeting of
Shareholders, the Business Report, Consolidated Financial Statements, and Non-consolidated
Financial Statements will be posted on the Company’s website.
(3) Any voting right exercised without indicating approval or disapproval for a particular proposal will becounted as a vote for approval of the proposal.
(4) A video of the Meeting is to be distributed after the conclusion of the Meeting (to be posted from 5:00p.m.
JST on the meeting date) on the Company’s website. For inquiries about the video, please contact:
General Affairs Group, Corporate Management Department, Mebuki Financial Group, Inc.
TEL: +81-29-233-1151 (operating hours: 9:00a.m. - 5:00p.m. JST on weekdays)
The Company’s website (in Japanese): https://www.mebuki-fg.co.jp/shareholder/stock/generalmeeting.html
End◎ I f y o u e x e r c i s e voting rights by proxy, please appoint as a proxy one of the other shareholdersholding
voting rights of the Company. You cannot appoint more than one shareholder as your proxy.
◎ Please note that the Meeting will be held in Cool Biz (light) dress code. We appreciate your attendance incasual attire.
3

Reference Documents for the General Meeting of Shareholders
Proposal 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 objectivity and transparency in connection with 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 deliberations 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 on reports
from Audit and Supervisory Committee Members (Outside Directors) who took part in the discussion at the
Corporate Governance Committee, an advisory body to the Board of Directors. There are no issues to be
declared with regard to this proposal.
The candidates are as follows:
No.

Name

Current positions and responsibilities at the Company

Attendanceat Board of
Directors(FY2022)(*Note 1)

1

Tetsuya Akino[Reappointme
nt]President (Representative Director)

100%(12/12)2

Kazuyuki
Shimizu[Reappointme
nt]Executive Vice President (Representative Director)

100%(12/12)

3

Kiyoshi Nozaki[Reappointme
nt]

Director

100%(12/12)

4

Yoshihiro Naito[Reappointment]5

Toshihiko Ono[Reappointme
nt]

6

Hiromichi Ono

7

Yoshimi Shu[Reappointme
nt][Outside][Independent][Reappointme
nt][Outside][Independent]

Director
In charge of Corporate Management, Risk
Management, Information Security, and Group Antimoney Laundering (Corporate Management
Department)
Director
In charge of Corporate Planning (Corporate Planning
Department)

100%(12/12)100%(10/10)(*Note 2)

Director (Outside Director)

100%(12/12)

Director (Outside Director)

100%(12/12)(Notes)
1. In addition to the above, there were three resolutions in writing deemed to have been passed as resolutions of
the Board of Directors.
2. As Mr. Toshihiko Ono (No. 5) assumed the office of Director of the Company on June 24, 2022, theattendance at Board of Directors’ meetings stated only includes meetings held thereafter.
4

No.

Name
(Date of birth)

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

1

1986
2006
2008

Number ofshares of theCompany held

Joined The Joyo Bank, Ltd.
Corporate Management Division
Deputy General Manager, Business Administration
DivisionJun.
2011 Senior Deputy General Manager, Business Administration
DivisionJun.
2012 General Manager, Shimotsuma BranchJun.
2013 General Manager, Corporate Risk Management DivisionJun.
2015 General Manager, Personnel DivisionJun.
2016 Executive Officer and General Manager, Personnel
Division
Reappointment
Oct.
2016 General Manager, Corporate Management Department, the102,249
Company
Tetsuya Akino
Jun.
2017 General Manager, Corporate Planning Department, the(May 23, 1963)
Company
Executive Officer and General Manager, Corporate
Planning Division, The Joyo Bank, Ltd.
Jun.
2018 Director, in charge of Corporate Planning, the Company
Managing Director, The Joyo Bank, Ltd.
Jun.
2020 Director, Managing Executive Officer
Apr.
2022 President (current position)Jun.
2022 President, the Company (current position)(Significant concurrent positions)
President, 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. inJune 2018 and has served as Director and Managing Executive Officer of The Joyo Bank, Ltd., and President of
The Joyo Bank, Ltd. since April 2022, as well as President of the Company since June 2022, 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 will continue to contribute to the management of the Company.

5

No.

Name
(Date of birth)

Reappointment
Kazuyuki Shimizu(Sep. 11, 1961)
2

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

1984
2004
2006
2008
2008

Jan.

2009

Jun.
Apr.

2010
2012

Jun.

2012

Apr.

2014

Apr.

2015

Jun.
Oct.

2016
2016

Jun.

2017

Jun.
Jun.

2018
2019

Jun.

2020

Joined The Ashikaga Bank, Ltd.
Chief Manager, Financial Planning Headquarters
General Manager, Planning Division
General Manager, Management Planning Division
General Manager, Management Planning Department,
Ashikaga Holdings Co., Ltd. (concurrent position)
General Manager, Tochigi Branch, The Ashikaga Bank,
Ltd.
General Manager, Utsunomiya Chuo Branch
Executive Officer and General Manager, Business
Promotion Division
Executive Officer and General Manager, Business Planning
Division
Executive Officer and General Manager, Corporate
Management Department, Ashikaga Holdings Co., Ltd.
Executive Officer, The Ashikaga Bank, Ltd.
Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
Managing Director, Ashikaga Holdings Co., Ltd.
Director, in charge of Corporate Management, Risk
Management, and Information Security, the Company
Director, in charge of Regional Revitalization

Number ofshares of theCompany held

105,757

Senior Managing Director, The Ashikaga Bank, Ltd.
Executive Officer, in charge of Regional Revitalization, theCompany
Executive Vice President (current position)
President, The Ashikaga Bank, Ltd. (current position)(Significant concurrent positions)
President, The Ashikaga Bank, Ltd.
 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 then served as Managing Executive Officer, Managing Director, and Senior
Managing Director of The Ashikaga Bank, Ltd. and Director of the Company. He has been serving as Executive
Vice President of the Company and President of The Ashikaga Bank, Ltd. since June 2020, and has abundant
experience and achievements as a manager. He is selected as a candidate for Director in the expectation that hewill continue to contribute to the management of the Company.

6

No.

Name
(Date of birth)

Reappointment
Kiyoshi Nozaki(Apr. 24, 1963)3

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

1986
2006
2011
2013
2015
2016

Oct.

2016

Jun.

2017

Jun.

2018

Jun.

2020

Jun.
Apr.

2021
2023

Joined The Joyo Bank, Ltd.
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
General Manager, Corporate Planning Department, theCompany
Executive Officer and General Manager, Business
Promotion Division, The Joyo Bank, Ltd.
Managing Executive Officer and General Manager,
Business Promotion Division, The Joyo Bank, Ltd.
Director (part-time), The Ashikaga Bank, Ltd.
Director, Managing Executive Officer, The Joyo Bank,Ltd.
Director, the Company (current position)
Director, Senior Managing Executive Officer, The Joyo
Bank, Ltd. (current position)

Number ofshares of theCompany held

81,273(Significant concurrent positions)
Director, Senior Managing Executive Officer, The Joyo
Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Kiyoshi Nozaki has been serving as Director and Managing Executive Officer of The Joyo Bank, Ltd.
since June 2020, Director of the Company since June 2021 and Director and Senior Managing Executive Officerof The Joyo Bank, Ltd. since April 2023, as well as having served as Director of The Ashikaga Bank, Ltd. from
June 2018 to June 2020. He has abundant experience and achievements as a manager. He is selected as a
candidate for Director in the expectation that he will continue to contribute to the management of the Company.

7

No.

Name
(Date of birth)

Reappointment
Yoshihiro Naito(Dec. 5, 1963)

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

1986
2008
2010
2012
2013

Feb.

2015

Apr.

2015

Apr.

2016

Oct.

2016

Jun.

2017

Jun.
Jun.

2019
2020

Apr.

2023

4

Joined The Ashikaga Bank, Ltd.
General Manager, Ota Minami Retail Office
General Manager, Shiraoka Branch
General Manager, Kaminokawa Branch
General Manager, International and Treasury
Administration Division
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.
General Manager, Personnel Division, The Ashikaga
Bank, Ltd.
Executive Officer and General Manager, Personnel
Division, The Ashikaga Bank, Ltd.
General Manager, in charge of Corporate Management
Department, the Company
General Manager, Corporate Management Department
Executive Officer and General Manager, Risk Management
Division, The Ashikaga Bank, Ltd.

Number ofshares of theCompany held

57,971

Managing Director
Director, in charge of Corporate Management, Risk
Management, Information Security, and Group Anti-money
Laundering, the Company (current position)
Director, Managing Executive Officer, The Ashikaga Bank,Ltd.
Director, Senior Managing Executive Officer, The
Ashikaga Bank, Ltd. (current position)(Significant concurrent positions)
Director, Senior Managing Executive Officer, The
Ashikaga Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Yoshihiro Naito took office as Managing Director of The Ashikaga Bank, Ltd. in June 2019, and has
been serving as Director of the Company and Director and Managing Executive Officer of The Ashikaga Bank,
Ltd. since June 2020 and Director and Senior Managing Executive Officer of The Ashikaga Bank, Ltd. sinceApril 2023. He has abundant experience and achievements as a manager. He is selected as a candidate for
Director in the expectation that he will continue to contribute to the management of the Company.

8

No.

Name
(Date of birth)

Reappointment

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

1991
2012
2016

Oct.

2016

Jun.

2018

Jun.

2020

Apr.

2022

Managing Executive Officer, The Joyo Bank, Ltd.

Jun.

2022

Director, in charge of Corporate Planning, the Company(current position)
Director, Managing Executive Officer, The Joyo Bank, Ltd.
(current position)

Toshihiko Ono(Mar. 11, 1969)
5

6

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
Senior Deputy General Manager, Corporate
Planning Division
General Manager, in charge of Corporate Planning
Department, the Company
General Manager, Corporate Planning Department, theCompany
General Manager, Corporate Planning Division, The Joyo
Bank, Ltd.
Executive Officer and General Manager, Business Planning
Division, The Joyo Bank, Ltd.
Director (part-time), The Ashikaga Bank, Ltd.

Number ofshares of theCompany held

42,196(Significant concurrent positions)
Director, Managing Executive Officer, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Toshihiko Ono took office as Director of the Company and Director and Managing Executive Officer of
The Joyo Bank, Ltd. in June 2022 and served as Director of The Ashikaga Bank, Ltd. from June 2020 to June
2022. He is selected as a candidate for Director in the expectation that he will contribute to the management of
the Company with his abundant experience and achievements as a manager.
Apr.
1979 Joined Ajinomoto Co., Inc.
Mar.
2004 General Manager, Finance Department
Jun.
2007 Corporate Executive OfficerJun.
2011 Member of the Board & Corporate Vice President, incharge of finance and procurement, Ajinomoto Co., Inc.
Director, Japan Investor Relations Association
Apr.
2013 Member of Investment Committee, Government Pension
Reappointment
Investment FundJun.
2017 Retired from Member of the Board & Corporate Vice
OutsidePresident, Ajinomoto Co., Inc.
Independent–
Retired from Director, Japan Investor Relations Association
Retired from member of Investment Committee,
Hiromichi Ono
Government Pension Investment Fund
(Aug. 11, 1956)
Jun.
2019 Outside Director, the Company (current position)
Jun.
2020 Outside Audit & Supervisory Board Member, Tokyo Gas
Co., Ltd.
Jun.
2021 Outside Director (current position)(Significant concurrent positions)
Outside Director, Tokyo Gas Co., Ltd.
 Reasons for being selected as a Candidate and overview of expected role, etc.
As Mr. Hiromichi Ono has experience and broad insight as a manager of a major food company and has
conducted his duties appropriately as Outside Director of the Company since June 2019, he is selected as a
candidate for Outside Director in the expectation that he will continue to conduct his duties appropriately. He is
expected to utilize his experience and broad insight as a corporate manager and fulfill supervisory functions
through appropriate guidance and advice on overall management of the Company. He will have served as Outside
Director of the Company for four years at the conclusion of the Meeting.

9

No.

Name
(Date of birth)

Reappointment
OutsideIndependent
Yoshimi Shu(Mar. 7, 1969)
7

Career summary, positions, responsibilities
and significant concurrent positions
Aug.
Jun.
May
Oct.
Jan.
Feb.
Nov.

2000
2006
2012
2012
2014
2014
2016

Jun.

2019

Mar.

2022

Joined JPMorgan Securities Japan Co., Ltd.
Head of Tokyo Control Room, Compliance Department
Managing Director
Head of Japan Controls & Oversight Department
Resigned from JPMorgan Securities Japan Co., Ltd.
Joined Core Value Management, Co., Ltd.
Deputy President & Representative Director, Core ValueManagement, Co., Ltd.
Outside Director, the Company (current position)

Number ofshares of theCompany held–

President & Representative Director, Core ValueManagement, Co., Ltd. (current position)(Significant concurrent positions)
President & Representative Director, Core ValueManagement, Co., Ltd.
 Reasons for being selected as a Candidate and overview of expected role, etc.
Ms. Yoshimi Shu not only has abundant work experience at a global financial institution but also has
experience and achievements as a senior manager, in addition to having broad insight into the development ofcorporate leaders. Furthermore, she has conducted her duties appropriately as Outside Director of the Company
since June 2019. Accordingly, she is selected as a candidate for Outside Director in the expectation that she willcontinue to conduct her duties appropriately. She is expected to utilize her past experience and expertise andfulfill supervisory functions through appropriate guidance and advice on the overall management of theCompany. She will have served as Outside Director of the Company for four years at the conclusion of the
Meeting.
(Notes) 1. There is no special interest between any candidate and the Company.
2. Mr. Hiromichi Ono and Ms. Yoshimi Shu are candidates for Outside Director. Mr. Hiromichi Ono and Ms. Yoshimi Shu
not only satisfy the “Independence Standards for Outside Directors” prescribed by the Company but are also designated as
Independent Directors pursuant to the provisions of the Tokyo Stock Exchange (TSE) and registered as such with TSE. If
their election is approved, the Company plans to keep them in the position of Independent Director.
3. If the election of Mr. Hiromichi Ono and Ms. Yoshimi Shu is approved, the Company plans to continue with theagreement that limits the liability for damages set forth in Article 423, Paragraph 1 of the Companies Act currently
concluded with each of them pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporationof the Company. The limit of liability under such agreements is the minimum amount stipulated by Article 425, Paragraph
1 of the Companies Act, or the amount previously set of ten (10) million yen or more, whichever is greater, assuming thatthey performed their duties as Outside Director in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company to covercompensation for damages (e.g., amount payable under court ruling, settlement money) and dispute expenses (e.g.,
litigation costs, settlement and mediation expenses) incurred by the insured (i.e., all Directors and all Executive Officers of
the Company, The Joyo Bank, Ltd. and The Ashikaga Bank, Ltd.). Each candidate will be insured under said insurance
contract, which is to be retained with the same terms and conditions at the time of renewal.

10Proposal 2: Election of One (1) Director who is an Audit and Supervisory Committee Member
Mr. Satoru Kawamata, Director and Audit and Supervisory Committee Member, will resign at the conclusion of the
Meeting. Accordingly, the election of a substitute Director who is an Audit and Supervisory Committee Member isrequested.
The term of office of the Director to be elected at the Meeting who is an Audit and Supervisory Committee Member
shall expire upon the expiry of the term of office of the resigning Director and Audit and Supervisory Committee
Member, as provided for in the Articles of the Incorporation of the Company.
This proposal has received the consent of the Audit and Supervisory Committee.
Name(Date of birth)

Career summary, positions, responsibilities andsignificant concurrent positions
Apr.
Jun.

Number ofshares of theCompany held

1977
1991

Joined Nippon Steel Corporation
General Manager, Organization Management Office,General Administration Division
Jun.
1997
Group Leader, Administration and Organization
Management Group, General Administration Division
Jun.
2000
General Manager, Administration Department, Hikari
Works, Stainless Steel Division
Mar. 2003
Resigned from Nippon Steel Corporation
Apr. 2003
Professor and Researcher, Institute of Policy and Planning
Sciences, University of Tsukuba
Apr. 2004
Professor and Special Assistant to the President, Graduate
School of Business Sciences
Apr.
2006
Executive
Director and Vice President
Newly appointed
Apr. 2009
Professor, Graduate School of Business Sciences, Director,
OutsideResearch Center for University Studies, University of
Independent
Tsukuba (until Mar. 2015)–
Apr. 2012
Auditor, Ochanomizu University (until Aug. 2020)
Hiromichi
Apr. 2015
Professor, Institute of Business Sciences, University of
Yoshitake
Tsukuba(Jun. 22, 1954)
Mar. 2017
Resigned from University of Tsukuba
Apr. 2017
Professor Emeritus (current position)
Trustee, Public University Corporation Tokyo Metropolitan
University (Currently, Tokyo Metropolitan Public University
Corporation) (until Mar. 2021)
Jul.
2020
Chairperson of the Board of Trustees, Tokyo Kasei Gakuin
University (current position)
Sep. 2020
Auditor, Research Organization of Information and
Systems, Inter-University Research Institute Corporation(retiring in Jun. 2023)(Significant concurrent positions)
Chairperson of the Board of Trustees, Tokyo Kasei Gakuin
University
 Reasons for being selected as a Candidate and overview of expected role, etc.
Mr. Hiromichi Yoshitake has abundant work experience at a major company with achievements as a senior
executive and also has academic expertise and management experience as well as a broad insight through his careerat multiple universities. He is selected as a candidate for Outside Director who is an Audit and Supervisory
Committee Member in the expectation that he will fulfill supervisory functions through appropriate guidance andadvice on the overall management of the Company, utilizing his broad insight, academic expertise, and management
experience at universities.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Hiromichi Yoshitake is a candidate for Outside Director. Mr. Hiromichi Yoshitake satisfies the “IndependenceStandards for Outside Directors” prescribed by the Company . He will also be designated as Independent Director pursuant
to the provisions of the Tokyo Stock Exchange (TSE) and registered as such with TSE.
3. If the election of Mr. Hiromichi Yoshitake is approved, the Company plans to conclude an agreement that limits theliability for damages set forth in Article 423, Paragraph 1 of the Companies Act pursuant to Article 427, Paragraph 1 of theCompanies Act and the Articles of Incorporation of the Company. The limit of liability under such agreements is theminimum amount stipulated by Article 425, Paragraph 1 of the Companies Act, or the amount previously set of ten (10)million yen or more, whichever is greater, assuming that he performed his duties as Outside Director in good faith andwithout gross negligence.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company to cover11

compensation for damages (e.g., amount payable under court ruling, settlement money) and dispute expenses (e.g.,
litigation costs, settlement and mediation expenses) incurred by the insured (i.e., all Directors and all Executive Officers of
the Company, The Joyo Bank, Ltd. and The Ashikaga Bank, Ltd.). The candidate will be insured under said insurance
contract,which is to be retained with the same terms and conditions at the time of renewal.

12<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 majortransactional counterparty (to which (a) or (b) below applies, and includes its parent company or its
significantsubsidiaries) 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 transactional counterparty of the Group (to which (a) or (b) below applies, and includes
its parentcompany 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
remuneration as director or officer, 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 directors or officers(8) An individual whose spouse or relative within the second degree of kinship falls under (1) to (7)above(9) A person who might potentially continuously pose conflicts of interest in substance with theCompany’s shareholders in general, due to reasons not provided in (1) to (8) above

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<Reference> [List of Expertise and Experience of Directors and Executive Officers (Skills Matrix)]

Name

OutsideDirector

Independent
Officer

Expertise and Experience
Corporate
Management/
Strategy

Business
Management/
Law

Finance/
Accounting

Sales/Marketing

Consulting

Tetsuya Akino

●

●

●

●

●

Kazuyuki
Shimizu

●

●

●

●

●

●

●

●

●

●

●

●

●

Directors Kiyoshi Nozaki
who are not
Audit and
Yoshihiro Naito
Supervisory
Committee
Members Toshihiko Ono●

Hiromichi Ono○○

Yoshimi Shu

○

○

●

●

●

●

●

●

●

●

●

●

Directors Yoshinori Tasaki
who areAudit and
Hiromichi
Supervisory
YoshitakeCommittee
Members Toru Nagasawa

●
○

○

●

●

●

○

○

●

●

●

●

Takashi Shimizu

○

○

●

●

Yuji Gorai●

Koichi
Yamakawa

●

●

IT/DX

●

●

Eiji Murashima

Executive
Officers

MarketInvestment/
Global

●

●

●
●

●

●
●

●
●

●

●

Details of Expertise and Experience
Corporate Management / Strategy

Experience in corporate management, Expertise in planning of corporate strategy and execution

Business Management / Law

Expertise in business management including personnel and labor management, risk management, etc. and law

Finance / Accounting

Expertise in finance and accounting

Sales / Marketing

Expertise in business planning, marketing and new business development

Consulting

Expertise in consulting business, SDGs/ESG, environmental field, regional revitalization and corporate
restructuring/support

Market Investment / Global

Expertise in the fields of market investment and global businesses

IT / DX

Expertise in IT and DX (digital transformation)

END

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