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 2, 2017
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 1ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 1st 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 28, 2017 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

Large Hall, Ibaraki Prefectural Culture Center
697 Higashikubo, Senba-cho, Mito, Ibaraki, Japan(Upon the business integration on October 1, 2016, the Company’s Mito Head
Office location, Mito City, has been chosen as the Meeting venue)

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 1st Fiscal
Year (from April 1, 2016 to March 31, 2017)
2. Non-consolidated Financial Statements for the Company’s 1st Fiscal Year(from April 1, 2016 to March 31, 2017)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory 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
will not be provided from this 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(http://www.evote.jp/), follow theon-screen instructions and vote foror against the proposals by thedeadline.

Date and Time:
Wednesday, June 28, 2017 at
10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

Deadline:
Tuesday, June 27, 2017 at 5:00
p.m. Japan time

Deadline:
Tuesday, June 27, 2017 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 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: Partial Amendments to the Articles of Incorporation
1.

2.

Reasons for the Proposal(1) In the “Act for Partial Revision of the Banking Act in Response to Environmental Change Due toAdvancement of Information and Communication Technology, etc.” took effect on April 1, 2017,
the scope of business of bank holding companies have been revised. Accordingly, in order toenable flexible expansions of the Company’s scope of business, partial amendments to theprovisions on the objectives of the Company are proposed.
(2) Currently, the Company has not stipulated an effective period for the resolution on the
preliminary election of substitute Directors who are Audit and Supervisory Committee Members(the “Effective Period”), causing disparity between the term of office of Directors who are Audit
and Supervisory Committee Members (the “Term of Office”) and the Effective Period. Therefore,
the addition of provisions to adjust the Effective Period to the Terms of Office is proposed.
Details of Amendments
The details of the amendments are as follows:(The amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments
Chapter 1 General Provisions
Chapter 1 General Provisions

Article 1 (omitted)

Article 1 (unchanged)(Objectives)
Article 2 As a bank holding company, the objectivesof the Company’s business is as follows.
(1) Management and administration of banks
and other companies permitted to be held as
subsidiaries under the Banking Act(Objectives)
Article 2 As a bank holding company, the objectivesof the Company’s business is as follows.
(1) Management and administration of banks
and other companies permitted to be held as
subsidiaries under the Banking Act and allbusinesses incidental or related thereto(2) In addition to the businesses provided in theforegoing item, businesses permitted as abank holding company under the Banking
Act(2) All businesses incidental or related to theforegoing item

Article 3-5 (omitted)
Chapters 2 and 3 (omitted)
Chapter 4 Directors and Board of Directors

Article 3-5 (unchanged)
Chapters 2 and 3 (unchanged)
Chapter 4 Directors and Board of Directors

Article 17-18 (omitted)

Article 17-18 (unchanged)(Term of office for directors)
Article 19 (omitted)
2.-4. (omitted)(newly established)(Term of office for directors)
Article 19 (unchanged)
2.-4. (unchanged)
5. The effective period of the resolution on the
preliminary election of substitute Directors
who are Audit and Supervisory Committee
Members shall be up to the beginning of theOrdinary General Meeting of Shareholders
pertaining to the last fiscal year ending within
two years of their election.

Article 20-28 (omitted)
Chapters 5, 6 and 7 (omitted)
Supplementary Provisions (omitted)

Article 20-28 (unchanged)
Chapters 5, 6 and 7 (unchanged)
Supplementary Provisions (unchanged)
3

Proposal No. 2: 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
1

Kazuyoshi Terakado

Reappointed

President (Representative Director)

2

Masanao Matsushita

Reappointed

Executive Vice President (Representative Director)

3

Hideo Sakamoto

Newly
appointed

4

Yutaka Horie

Newly
appointed

5

Ritsuo Sasajima

Reappointed

6

Kazuyuki Shimizu

Reappointed

7

Eiji Murashima

Reappointed

Director
In charge of Corporate Planning (Corporate Planning
Department)
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)

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.
1

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

103,372
shares(Significant concurrent positions)
President, 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 (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.
Jun.
Aug.
Oct.
Apr.
Jan.
Jun.
Reappointed
Apr.
Masanao Matsushita(Feb. 8, 1957)
Jun.
2
Jun.
Oct.

1979 Joined The Ashikaga Bank, Ltd.
2002 General Manager, Public and Financial Institutions Division
2004 Deputy Chief Officer, Loan Headquarters
2005 General Manager, Isesaki Branch2007 General Manager, Mooka Branch2009 Executive Officer
2012 Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, Corporate Planning Division,
The Ashikaga Bank, Ltd.
2014 Executive Officer, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
2014 Director, President and Chief Executive Officer, Ashikaga
Holdings Co., Ltd.
Director, President and Chief Executive Officer, The
Ashikaga Bank, Ltd.
2016 President, The Ashikaga Bank, Ltd. (current position)2016 Executive Vice President, the Company (current position)

15,400shares(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.

5

No.

Name
(Date of birth)

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

Newly appointed
Hideo Sakamoto(Aug. 22, 1955)
3

Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

1978 Joined The Joyo Bank, Ltd.
1998 General Manager, Ishioka-Higashi Branch2001 Deputy General Manager, Business Planning Division
2004 Senior Deputy General Manager, Business Administration
Division
2005 General Manager in charge of Corporate Planning Division
2005 General Manager, Corporate Planning Division2007 Executive Officer and General Manager, Corporate Planning
Division
2009 Managing Executive Officer, General Manager, Head OfficeBusiness Headquarters
2011 Managing Director
2013 Senior Managing Director
2016 Deputy President, The Joyo Bank, Ltd. (current position)

Number ofshares of theCompany held

58,253
shares(Significant concurrent positions)
Deputy President, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Since taking office as Managing Director of The Joyo Bank, Ltd. in June 2011, Mr. Hideo Sakamoto has
accumulated abundant experience and achievements as a manager through his positions as Senior Managing
Director and Deputy President and Director of the said bank. He is selected as a candidate for Director in the
expectation that he may contribute to the management of the Company.

Newly appointed
Yutaka Horie(Nov. 11, 1957)

Apr.
Jun.
Jun.
Jun.
Jun.
Sep.
Apr.
Jun.
Apr.
Apr.

4
Jun.

1980 Joined The Ashikaga Bank, Ltd.
2001 General Manager, Kiryu Nishi Branch
2002 General Manager, Risk Management Office
2004 General Manager, General Administration Division
2006 General Manager, Personnel Division
2006 General Manager, Koriyama Branch2008 General Manager, Takasaki Branch2009 Executive Officer
2014 Managing Executive Officer
2015 Executive Officer, General Manager, Corporate
Management Department, Ashikaga Holdings Co., Ltd.
Senior Managing Executive Officer, The Ashikaga Bank,
Ltd.
2016 Senior Managing Director, The Ashikaga Bank, Ltd.
(current position)

7,700
shares(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.. He is selected as a
candidate for Director in the expectation that he may contribute to the management of the Company.

6

No.

Name
(Date of birth)

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

Reappointed
Ritsuo Sasajima(Mar. 3, 1958)
5

6

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

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. (current position)2016 Director, in charge of Corporate Planning, the Company(current position)

Number ofshares of theCompany held

34,587
shares(Significant concurrent positions)
To be Senior Managing Director, 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 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
4,100
Apr.
2014 Executive Officer, General Manager, Corporate
Kazuyuki Shimizu
sharesManagement Department, Ashikaga Holdings Co., Ltd.
(Sep. 11, 1961)
Executive Officer, The Ashikaga Bank, Ltd.
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(current position)(Significant concurrent positions)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.

7

No.

Name
(Date of birth)

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

Reappointed
Eiji Murashima(Jul. 1, 1955)
7

Jun.
Jun.
Jun.
Oct.

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

53,278shares(Significant concurrent positions)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.
(Note)

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

8

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.
In order to reconcile with the term of office of incumbent Directors who are Audit and Supervisory
Committee Members, 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 one year 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
OutsideApr.
2014 Chairman, Ibaraki Bar Association
Executive Governor, Japan Federation of Bar Associations
IndependentMar.
2015 Retired from position as Chairman at the Ibaraki Bar
sharesNaoki Goto
Association(Jul. 28, 1960)
Retired from position as Executive Governor at the Japan
Federation of Bar Associations(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 that does not have conflicts of interests
with general shareholders.
5. There are no specific interests between the candidate and the Company.

End9