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, theoriginals shall prevail. The Co mpany assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translations.

Securities Code: 7322
June 2, 2020

Dear Shareholders,

Mitsunori Watanabe
Representative Director and President
San ju San Financial Group, Inc.
510 Kyomachi, Matsusaka, Mie

Notice of Convocation of the 2nd Ordinary General Meeting of Shareholders
Please be informed that the 2nd Ordinary General Meeting of Shareholders of San ju San Financial
Group, Inc. (the “Company”) will be held as described below.
If you will not attend the meeting in person, your voting rights can be exercised in writing or via theInternet, etc. Please review the attached reference documents for the General Meeting of
Shareholders and read “Notice for Exercising Voting Rights” (Japanese only) to exercise those rights
by no later than 5 p.m., Thursday, June 18, 2020.
1. Date and Time:

Friday, June 19, 2020, at 10:00 a.m.
(The reception desk will open at 9:00 a.m.)

2. Place:

Ise no ma on the 4th floor of Miyako Hotel Yokkaichi
located at 1-3-38, Yasujima, Yokkaichi, Mie

3. Purpose of Meeting
Matters for Reporting
1: The Business Report, Consolidated Financial Statements for the Company’s 2nd
Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the Accounting
Auditor and the Audit Committee of the Consolidated Financial Statements
2: Non-consolidated Financial Statements for the Company’s 2nd Fiscal Year (April 1,
2019 - March 31, 2020)
Matters for Resolution
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 8 Directors (Excluding Those Who Are Also Audit
Committee Members)
Proposal No. 3: Election of 6 Directors Who Are Also Audit Committee Members

Matters Disclosed via the InternetOf the documents required to be attached to this notice of convocation, the following matters
are published on the Company’s website on the Internet in accordance with the laws andregulations, as well as Article 27 of the Articles of Incorporation of the Company, and are
therefore not included in the appendix attached to this notice of convocation.
1) “Systems to secure the appropriateness of business”, ”Matters relating to special
wholly-owned subsidiary companies,” “Matters relating to transactions between parent
companies, etc.,” “Matters relating to accounting advisors” and “Others” in the Business
Report2) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated
Financial Statements” in Consolidated Financial Statements3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated
Financial Statements” in Non-consolidated Financial Statements
Accordingly, the appendix attached to this notice of convocation are parts of Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by the
Accounting Auditor in preparing audit reports, and also are parts of the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements that wereaudited by the Audit Committee in preparing audit reports.
Any updates to the reference documents for the General Meeting of Shareholders, the Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements will be
published on the Company’s website.
The Company’s website

https://www.33fg.co.jp/

Information Related to Convocation






If you attend the meeting on the date of the meeting, you are kindly requested to present theenclosed Voting Rights Exercise Form at the reception desk at the meeting venue. Please notethat persons other than shareholders entitled to exercise voting rights (such as persons acting as
your proxy or persons accompanying you who are not shareholders), are not permitted to enter
the meeting venue.
If you wish to make a diverse exercise of your voting rights, please notify the Company of suchintention and your written reasons therefor at least three (3) days prior to the date of themeeting.
Please be advised that the souvenirs for the shareholders who attend the meeting will not beprovided.
As parking spaces are limited, please use public transportation when attending the meeting.

2

Reference documents for General Meeting of Shareholders
Proposal and reference documents
Proposal 1:

Appropriation of Surplus

The Company’s basic policy for distribution of surplus is to position the redistribution of profits toshareholders as one of the Company’s most important priorities and to maintain stable dividend,
while also improving capital effic iency through enhancing internal reserves and expanding themanagement base with long-term stability. Based on the above basic policy, the Company proposes
the following:
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount36 yen per ordinary share, for a total of 941,740,632 yen
40.5715 yen per Series One preference share, for a total of 170,400,300 yen
The annual dividend for the fiscal year including the interim dividend will be 72 yen per
ordinary share and 81.143 yen per Series One preference share.
Year-end dividends for preference shares are provided in a fixed amount.
(3) Effective date of distribution of surplus
June 22, 20203

Proposal 2:

Election of 8 Directors (Excluding Those Who Are Also Audit Committee
Members)

The terms of office of all 8 Directors (excluding those who are also Audit Committee Members;hereinafter the same shall apply in this proposal) will expire at the conclusion of this year’s General
Meeting of Shareholders. Accordingly, the election of 8 Directors is proposed.
The Audit Committee has stated that there are no issues to be noted for this proposal.
The candidates for Directors are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Reappointment

Hiroshi Iwama

Representative Director and Chairman

2

Reappointment

Mitsunori Watanabe

Representative Director and President

3

Reappointment

Kenzo Tanikawa

Director

4

Reappointment

Junji Tanehashi

Director

5

Reappointment

Atsushi Iguchi

Director and Executive Officer
In charge of Risk Management Department
and Compliance Management Department

6

Reappointment

Takahiro Fujita

Director and Executive Officer
In charge of Business Management
Department

7

Reappointment

Hiroki Horiuchi

Director and Executive Officer
In charge of Corporate Planning Department

8

Reappointment

Yoshiki Kato

Director and Executive Officer
In charge of Personnel and Administration
Department

4

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1977
January 1998
June 2000
June 2003

Reappointment
Hiroshi Iwama(September 13,
1954)

1

June 2004
June 2007
June 2010
June 2012
April 2018
June 2018

Joined The Daisan Bank, Ltd.
General Manager of Ishiyakushi Branchof Daisan Bank
General Manager of Kameyama Branchof Daisan Bank
General Manager of Corporate Planning
Department of Daisan Bank
Executive Officer and General Manager
of Corporate Planning Department of
Daisan Bank
Director and Executive Officer, andGeneral Manager of Corporate Planning
Department of Daisan BankManaging Director and Executive Officer
of Daisan Bank
Director, President and Executive Officer
of Daisan Bank
Representative Director and Chairman of
the Company (current position)
Director and President of Daisan Bank
(current position)

Number ofshares of theCompany
held

Ordinary
Shares
10,750Significant concurrent positions
Director and President of The Daisan Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Hiroshi Iwama, after accepting office in our group’s Daisan Bank as Director andExecutive Officer in June 2007, and as Managing Director and Executive Officer since June
2010, has served as Director and President since June 2012. He also has served as
Representative Director and Chairman of the Company since April 2018, has exercised his
management skills with regard to overall corporate management, and has enhanced theeffectiveness of the decision-making and supervisory functions of the Board of Directors.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

5

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1978
April 2004
April 2008

Reappointment
Mitsunori
Watanabe(November 29,
1954)

April 2011
May 2013
June 2013
June 2013
April 2015

2

April 2018

Joined Sumitomo Bank (current
Sumitomo Mitsui Banking Corporation)
Executive Officer of Sumitomo Mitsui
Banking Corporation
Managing Executive Officer of
Sumitomo Mitsui Banking Corporation
Director and Senior Managing Executive
Officer of Sumitomo Mitsui Banking
Corporation
Advisor of The Mie Bank, Ltd.
Executive Vice President of Mie Bank
Director, Vice President and Executive
Vice President of Mie Bank
Director and President of Mie Bank
(current position)
Representative Director and President of
the Company (current position)

Number ofshares of theCompany
held

Ordinary
Shares
14,100Significant concurrent positions
Director and President of The Mie Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Mitsunori Watanabe, after serving as Director and Senior Managing Executive Officer of
Sumitomo Mitsui Banking Corporation and accepting office in our group’s Mie Bank as
Director, Vice President and Executive Vice President in June 2013, has served as Director
and President since April 2015. He also has served as Representative Director and Presidentof the Company since April 2018, has exercised his management skills with regard to overall
corporate management, and has enhanced the effectiveness of the decision-making andsupervisory functions of the Board of Directors.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

6

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1965
June 1984
June 1985
July 1989
June 1992
July 1993

Reappointment
Kenzo
Tanikawa(December 13,
1942)

3

March 1997
June 1997
June 2000
June 2001
June 2008
May 2012
June 2012
April 2018

Joined the Ministry of Finance
Chief of Planning Division, International
Financing Bureau
Chief of General Affairs Division, Kinki
Local Finance Bureau
Vice Governor of Aomori Prefecture
Chief of Kanto Local Finance Bureau
Senior Executive Director of Japan
Finance Corporation for MunicipalEnterprises
Advisor of The Daisan Bank, Ltd.
Senior Managing Director of Daisan
Bank
Director and Vice President of Daisan
Bank
Director and President of Daisan Bank
Director and Chairman of Daisan Bank
Director and Chairman and President of
Daisan Bank
Director and Chairman of Daisan Bank
(current position)
Director of the Company (current
position)

Number ofshares of theCompany
held

Ordinary
Shares9,800

Significant concurrent positions
Director and Chairman of The Daisan Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Kenzo Tanikawa, after serving as Chief of the Kanto Local Finance Bureau and Senior
Executive Director of the Japan Finance Corporation for Municipal Enterprises, andaccepting office in our group’s Daisan Bank as Senior Managing Director in June 1997 andas Director and President since June 2001, has served as Director and Chairman since June
2008. He also has served as Director of the Company since April 2018, has exercised his
management skill with regard to overall corporate management, and has enhanced theeffectiveness of the decision-making and supervisory functions of the Board of Directors.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

7

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1973
June 2002
January 2004
June 2004

Reappointment
Junji Tanehashi(July 22, 1950)

June 2005
April 2006
May 2008
June 2008

4

April 2009
April 2015
April 2018

Joined Sumitomo Bank (current
Sumitomo Mitsui Banking Corporation)
Executive Officer of Sumitomo Mitsui
Banking Corporation
Managing Executive Officer of
Sumitomo Mitsui Banking Corporation
Managing Executive Officer of
Sumitomo Mitsui Financial Group, Inc.
Director of Sumitomo Mitsui Financial
Group, Inc.
Director and Senior Managing Executive
Officer of Sumitomo Mitsui Banking
Corporation
Advisor of The Mie Bank, Ltd.
Director, Vice President and Executive
Vice President of Mie Bank
Director and President of Mie Bank
Director and Chairman of Mie Bank
(current position)
Director of the Company (current
position)

Number ofshares of theCompany
held

Ordinary
Shares
24,700Significant concurrent positions
Director and Chairman of The Mie Bank, Ltd.
President of Yokkaichi Chamber of Commerce and Industry
Chairman of The Federation of Mie Prefecture Chamber of Commerce and Industry
Reasons for election as the candidate for Director
Mr. Junji Tanehashi, after serving as Director and Senior Managing Executive Officer of
Sumitomo Mitsui Banking Corporation and accepting office in our group’s Mie Bank as
Director, Vice President and Executive Vice President in June 2008, and as Director andPresident since April 2009, has served as Director and Chairman since April 2015. He also
has served as Director of the Company since April 2018, has exercised his management skill
with regard to overall corporate management, and has enhanced the effectiveness of thedecision-making and supervisory functions of the Board of Directors.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

8

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1978
June 2005
June 2008
June 2009

Reappointment
Atsushi Iguchi(November 8,
1955)

5

June 2010
June 2012
June 2013
April 2018

June 2018

Joined The Daisan Bank, Ltd.
General Manager of Risk Management
Department of Daisan Bank
General Manager of Business Planning
Section, Business Department of Daisan
Bank
Executive Officer and General Manager
of Business Planning Section, Business
Department of Daisan Bank
Executive Officer and General Manager
of Corporate Planning Department of
Daisan Bank
Director, Executive Officer and General
Manager of Corporate Planning
Department of Daisan BankManaging Director and Executive Officer
of Daisan Bank
Director and Executive Officer of theCompany
In charge of Risk Management
Department and ComplianceManagement Department (current
position)
Director and Senior Managing Executive
Officer of Daisan Bank (current position)

Number ofshares of theCompany
held

Ordinary
Shares
7,140

Significant concurrent positions
Director and Senior Managing Executive Officer of The Daisan Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Atsushi Iguchi, after accepting office in our group’s Daisan Bank as Director andExecutive Officer in June 2012, and as Managing Director and Executive Officer since June
2013, has served as Director and Senior Managing Executive Officer since June 2018. He
also has served as Director and Executive Officer of the Company since April 2018, and has
appropriately fulfilled the role of supervising managerial decision-making and businessexecution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

9

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1980
January 1998
October 2001
June 2007
June 2010
June 2012

Reappointment
Takahiro Fujita(September 14,
1957)

June 2014
June 2015

6

April 2018

June 2018

Joined The Daisan Bank, Ltd.
General Manager of Toda Branch of
Daisan Bank
General Manager of Hirata-Ekimae
Branch of Daisan BankManager of Business Planning Section,
Business Department of Daisan Bank
Executive Officer and General Manager
of Information Technology Planning
Department of Daisan Bank
Director and Executive Officer, andGeneral Manager of Information
Technology Planning Department of
Daisan Bank
Director and Executive Officer, andGeneral Manager of Administration
Management Department of Daisan BankManaging Director and Executive
Officer, and General Manager ofFinancing Department of Daisan Bank
Director and Executive Officer
In charge of Business Management
Department of the Company (current
position)
Director and Managing Executive
Officer, and General Manager ofFinancing Department of Daisan Bank
(current position)

Number ofshares of theCompany
held

Ordinary
Shares
7,210

Significant concurrent positions
Director and Managing Executive Officer, and General Manager of Financing Department of
The Daisan Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Takahiro Fujita, after accepting office in our group’s Daisan Bank as Director andExecutive Officer in June 2012, and as Managing Director and Executive Officer since June
2015, has served as Director and Managing Executive Officer since June 2018. He also has
served as Director and Executive Officer of the Company since April 2018, and has
appropriately fulfilled the role of supervising managerial decision-making and businessexecution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

10

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1986
April 2011

7

Number ofshares of theCompany
held

Joined The Mie Bank, Ltd.
General Manager of Treasury Departmentof Mie Bank
November 2013 General Manager of General Planning &Co-ordination Department of Mie Bank
Reappointment April 2014
Executive Officer and General Manager
of General Planning & Co-ordination
Ordinary
Hiroki
Department of Mie Bank
SharesApril 2017Managing Officer and General Manager
Horiuchi
2,400
of General Planning & Co-ordination(November 14,
Department of Mie Bank (current
1963)
position)
April 2018
Director and Executive Officer
In charge of Corporate Planning
Department of the Company (current
position)
Significant concurrent positions
Managing Officer and General Manager of General Planning & Co-ordination Department of
The Mie Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Hiroki Horiuchi, after accepting office in our group’s Mie Bank as Executive Officer in
April 2014, has served as Managing Officer and General Manager of General Planning &Co-ordination Department since April 2017. He also has served as Director and Executive
Officer of the Company since April 2018, and has appropriately fulfilled the role ofsupervising managerial decision-making and business execution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

11

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1985
May 2011
April 2013
April 2014
April 2016

8

Reappointment

April 2018

Yoshiki Kato
(April 6, 1962)

April 2019

May 2019
June 2019

Joined The Mie Bank, Ltd.
General Manager of Quality
Improvement Department of Mie Bank
General Manager of Personnel
Department of Mie Bank
Executive Officer and General Manager
of Personnel Department of Mie BankManaging Officer and General Manager
of Personnel Department of Mie Bank
General Manager in charge of Personnel
and Administration Department of theCompany
Executive Officer and General Manager
in charge of Personnel and
Administration Department of theCompany
Managing Officer of Mie Bank (current
position)
Director and Executive Officer
In charge of Personnel and
Administration Department of theCompany (current position)

Number ofshares of theCompany
held

Ordinary
Shares1,925

Significant concurrent positions
Managing Officer of The Mie Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Yoshiki Kato, after accepting office in our group’s Mie Bank as Executive Officer in
April 2014, has served as Managing Officer since April 2016. He also has served as Directorand Executive Officer of the Company since June 2019, and has appropriately fulfilled therole of supervising managerial decision-making and business execution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

(Note)
Each candidate has no special interest with the Company.

12Proposal 3:

Election of 6 Directors Who Are Also Audit Committee Members

The terms of office of all 4 Directors who are also Audit Committee Members will expire at theconclusion of this year’s General Meeting of Shareholders. Increasing the number of Directors by 2
in order to strengthen and enhance the auditing system, the election of 6 Directors who are also
Audit Committee Members is proposed.
The Audit Committee has approved this proposal.
The candidates for Directors who are also Audit Committee Members are as follows:

No.

Current positions andresponsibilities at theCompany

Name

Director (Standing Audit
Committee Member)

1

Reappointment

Yasutaka Sakamoto

2

Reappointment

Nobuyoshi Fujiwara

OutsideIndependent

Outside Director (Audit
Committee Member)

3

Reappointment

Akihiko Noro

OutsideIndependent

Outside Director (Audit
Committee Member)

4

Reappointment

Tsuneaki Furukawa

OutsideIndependent

Outside Director (Audit
Committee Member)

5

New

Hitoshi Tanemura

OutsideIndependent

-

6

New

Sumie Yoshida

OutsideIndependent

-

13

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1982
October 2001

1

Number ofshares of theCompany
held

Joined The Daisan Bank, Ltd.
General Manager of Chisato Branch of
Daisan Bank
August 2009
General Manager of Kuwana Branch of
Daisan Bank
June 2013
Executive Officer and Management
Reappointment
Strategy
Project Leader of Daisan Bank
Ordinary
August 2014
Director and Executive Officer and Vice
Yasutaka
SharesGeneral Manager of Business
Sakamoto
4,540
Department of Daisan Bank
(April 23,
June 2015
Director and Executive Officer, and1959)
General Manager of Administration
Management Department of Daisan Bank
June 2016
Director and General Manager of Audit
Department of Daisan Bank
April 2018
Director (Audit Committee Member) of
the Company (current position)
Reasons for election as the candidate for Director who is also Audit Committee Member
Mr. Yasutaka Sakamoto served as Director and Executive Officer, and General Manager of
Administration Management Department and Director and General Manager of Audit
Department in our group’s Daisan Bank. He also has served as Director (Audit Committee
Member) of the Company since April 2018, and has enhanced the effectiveness of thedecision-making and supervisory functions of the Board of Directors from his fair andneutral standpoint.
We request his service as a Director who is also Audit Committee Member based on a belief
that he is continuously expected to appropriately execute his duties through taking advantage
of such abundant experience and knowledge to audit and supervise the management of theCompany.

14

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1968

2

Number ofshares of theCompany
held

Joined Fuji Iron & Steel Co., Ltd.
(current NIPPON STEELCORPORATION)
June 1997
Director, Member of the Board of
Reappointment
NIPPON STEEL CORPORATION
April 2001
Managing Director, Member of the Board
Outsideof NIPPON STEEL CORPORATION
April 2005
Representative Director and Executive
Ordinary
Vice President of NIPPON STEEL
Independent
SharesCORPORATION
3,200
June 2007
President of Sanyo Special Steel Co., Ltd.
Nobuyoshi
June 2012
Outside Director of The Mie Bank, Ltd.
Fujiwara
June
2012
Directorof and Advisor of Sanyo Special(January 22,
Steel
Co.,
Ltd.
1945)
June 2013
Advisor of Sanyo Special Steel Co., Ltd.
April 2018
Outside Director (Audit Committee
Member) of the Company (current
position)
Reasons for election as the candidate for Outside Director who is also Audit Committee
MemberMr. Nobuyoshi Fujiwara has rich experience and knowledge as business management
through his service as Representative Director and Executive Vice President of NIPPONSTEEL CORPORATION and as President of Sanyo Special Steel, Co. Ltd. After accepting
office in our group’s Mie Bank as Outside Director in June 2012, he has also enhanced theeffectiveness of the decision-making and supervisory functions of the Board of Directors
from his standpoint independent from management since his acceptance of office as Outside
Director (Audit Committee Member) of the Company in April 2018.
We request his service as an Outside Director who is also Audit Committee Member basedon a belief that he is continuously expected to appropriately execute his duties through taking
advantage of such abundant experience and knowledge to audit and supervise themanagement of the Company.

15

Past experience, positions, and responsibilities at theCompany

Number ofshares of theCompany
held

No.

Name
(Date of birth)3

December 1983 Member of the House of Representatives(until September 1996, four (4)consecutive terms)
Reappointment February 1990 Parliamentary Vice-Minister of Healthand Welfare
OutsideMay 2000
Mayor of Matsusaka City (resigned in
February 2003)
Ordinary
Independent
April 2003
Governor of Mie Prefecture (resigned in
SharesApril 2011)
470
June
2017
OutsideDirector(Member
of
Audit
and
Akihiko Noro
Supervisory Committee) of The Daisan(August 28,
Bank, Ltd.
1946)
April 2018
Outside Director (Audit Committee
Member) of the Company (current
position)
Reasons for election as the candidate for Outside Director who is also Audit Committee
MemberAlthough Mr. Akihiko Noro has never been directly involved in management of a company
except as Outside Officer, he has rich experience and knowledge through his service as amember of the House of Representatives, Mayor of Matsusaka City and Governor of Mie
Prefecture. After accepting office in our group’s Daisan Bank as Outside Director (Memberof Audit and Supervisory Committee) in June 2017, he has also enhanced the effectiveness ofthe decision-making and supervisory functions of the Board of Directors from his standpoint
independent from management since his acceptance of office as Outside Director (Audit
Committee Member) of the Company in April 2018.
We request his service as an Outside Director who is also Audit Committee Member basedon a belief that he is continuously expected to appropriately execute his duties through taking
advantage of such abundant experience and knowledge to audit and supervise themanagement of the Company.

16

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1984

4

Number ofshares of theCompany
held

Registered as Certified Public Accountant(current position)
September 1984 Registered as Licensed Tax Accountant(current position)
Reappointment October 1985 Established Tsuneaki Furukawa Certified
Public Accountant Office (current
Outsideposition)
October 1986 Representative Director of Furukawa
Ordinary
General Management Research Institute
Independent
Shares(current Midland Management, Co., Ltd.)
1,300(current position)
TsuneakiJune 2012
Corporate Auditor of The Mie Bank, Ltd.
Furukawa
September
2012
Representative Partner of Midland Tax(October 1,
Accountant Corporation (current
1954)
position)
April 2018
Outside Director (Audit Committee
Member) of the Company (current
position)
Significant concurrent positions
Representative Director of Midland Management, Co., Ltd.
President of Tsuneaki Furukawa Certified Public Accountant Office
Representative Partner of Midland Tax Accountant Corporation
Outside Corporate Auditor of Medical Ikkou Co., LTD.
Reasons for election as the candidate for Outside Director who is also Audit Committee
MemberMr. Tsuneaki Furukawa has rich experience and knowledge as Representative Director ofMidland Management, Co., Ltd., and as a Certified Public Accountant and Licensed Tax
Accountant. After accepting office in our group’s Mie Bank as a Corporate Auditor in June
2012, he has also enhanced the effectiveness of the decision-making and supervisory
functions of the Board of Directors from his standpoint independent from management since
his acceptance of office as Outside Director (Audit Committee Member) of the Company inApril 2018.
We request his service as an Outside Director who is also Audit Committee Member basedon a belief that he is continuously expected to appropriately execute his duties through taking
advantage of such abundant experience and knowledge to audit and supervise themanagement of the Company.

17

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1971

5

New

June 2007

OutsideJune 2008

Independent

June 2013

HitoshiTanemura(March 27,
1948)

June 2015
June 2017
June 2018

Joined Nippon Toki Co., Ltd. (current
NORITAKE CO., LIMITED)
Vice President & Director of NORITAKE
CO., LIMITED
President & Representative Director of
NORITAKE CO., LIMITED
Chairman & Representative Director of
NORITAKE CO., LIMITED
Outside Director of Daido Steel Co., Ltd.
(current position)
Outside Director of Meiko Trans Co.,
Ltd. (current position)
Senior Corporate Advisor of NORITAKE
CO., LIMITED (current position)

Number ofshares of theCompany
held

Ordinary
Shares-Significant concurrent positions
Senior Corporate Advisor of NORITAKE CO., LIMITED
Outside Director of Daido Steel Co., Ltd.
Outside Director of Meiko Trans Co., Ltd.
Reasons for election as the candidate for Outside Director who is also Audit Committee
MemberMr. Hitoshi Tanemura has rich experience and knowledge as business management throughhis service as President & Representative Director and Chairman & Representative Directorof NORITAKE CO., LIMITED.
We request his service as an Outside Director who is also Audit Committee Member basedon a belief that he is expected to appropriately execute his duties through taking advantage ofsuch abundant experience and knowledge to audit and supervise the management of theCompany.

18

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany

April 1999
Joined NICHIHA CORPORATIONMarch 2005
Retired from NICHIHA CORPORATION
December 2009 Registered as attorney (current position)
OutsideJanuary 2010
Joined Sakura Sogo Law Office
Ordinary
December 2011 Established Aoba Law Office (current
SharesIndependent
position)
100
June 2016
Corporate Auditor of The Mie Bank, Ltd.
April
2018
OutsideDirector(AuditandSupervisory
Sumie YoshidaCommittee Member) of Mie Bank
(January 29,(current
position)
1976)
April 2019
Vice President of Mie Bar Association
Significant concurrent positions
Attorney at Aoba Law OfficeOutside Director (Audit and Supervisory Committee Member) of The Mie Bank
(Note) Ms. Sumie Yoshida is scheduled to retire as Outside Director (Audit and Supervisory
Committee Member) of The Mie Bank on June 19, 2020.
Reasons for election as the candidate for Outside Director who is also Audit Committee
MemberMs. Sumie Yoshida, despite an absence of experience in being directly involved in company
management except as Outside Officer, has professional expertise and abundant experience
as an attorney. After accepting office in our group’s Mie Bank as Corporate Auditor in June
2016, she has also performed her role of supervising overall management, including
providing accurate proposals from her standpoint independent from management since her
acceptance of office as Outside Director (Audit and Supervisory Committee Member) in
April 2018.
We request her service as an Outside Director who is also Audit Committee Member basedon a belief that she is expected to appropriately execute her duties through taking advantage
of such abundant experience and knowledge to audit and supervise the management of theCompany.
New

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Number ofshares of theCompanyheld

19

(Notes)
1. In addition to ordinary business transactions therewith, the Mie Bank and the Daisan Bank which
are subsidiaries of the Company have an agreement concerning business matching services with
Midland Management, Co., Ltd., for which Mr. Tsuneaki Furukawa serves as Representative
Director (under the agreement, the Mie Bank or the Daisan Bank receives compensation fromsaid company when a consulting agreement, etc., related to accounting and taxation business isconcluded between said company and a client introduced by the Mie Bank or the Daisan Bank).
Furthermore, San ju San Institute of Research, Ltd., a subsidiary of the Company, has an advisory
agreement with said company. In addition, the Mie Bank has ordinary business transactions with
Midland Tax Accountant Corporation, for which Mr. Tsuneaki Furukawa serves as Representative
Partner.
Regarding amount of transactions etc., between both Midland Management, Co., Ltd. and Midland
Tax Accountant Corporation and our group, net sales generated through transactions with our groupaccount for less than 1% of the net sales of both said company and corporation, and consolidated
gross business profit generated through transactions with both said company and corporationaccount for less than 1% of the consolidated gross business profit of the Company.
The other candidates have no special interest with the Company.
2. Mr. Nobuyoshi Fujiwara, Mr. Akihiko Noro, Mr. Tsuneaki Furukawa, Mr. Hitoshi Tanemura and
Ms. Sumie Yoshida are candidates for Outside Directors.
3. Mr. Nobuyoshi Fujiwara, Mr. Akihiko Noro, Mr. Tsuneaki Furukawa, Mr. Hitoshi Tanemura and
Ms. Sumie Yoshida satisfy the “Criteria of independence for Outside Officers” set forth by theCompany. The Company has notified the Tokyo Stock Exchange and Nagoya Stock Exchange of
Mr. Nobuyoshi Fujiwara, Mr. Akihiko Noro, and Mr. Tsuneaki Furukawa as independent officers
who do not have any potential conflicts of interest with general shareholders. Upon approval of
the appointments of these three candidates, the Company will continue to notify said Exchangesof such persons as independent officers. In addition, if the appointments of Mr. Hitoshi Tanemura
and Ms. Sumie Yoshida are approved, the Company plans to notify said Exchanges of such
persons as independent officers.
4. Mr. Nobuyoshi Fujiwara, Mr. Akihiko Noro, and Mr. Tsuneaki Furukawa are currently serving as
Outside Directors (Audit Committee Members) of the Company and each will have served as
Outside Director for two years and three months at the conclusion of this year’s General Meetingof Shareholders.
Mr. Nobuyoshi Fujiwara served as Outside Director of the Mie Bank, a subsidiary of theCompany, from June 2012 to March 2018.
Mr. Akihiko Noro served as Outside Director (Member of Audit and Supervisory Committee) of
the Daisan Bank, a subsidiary of the Company, from June 2017 to March 2018.
Mr. Tsuneaki Furukawa served as Corporate Auditor of the Mie Bank, a subsidiary of theCompany, from June 2012 to March 2018.
Ms. Sumie Yoshida served as Corporate Auditor of the Mie Bank, a subsidiary of the Company,
from June 2016 to March 2018. Although she has also served as Outside Director (Audit andSupervisory Committee Member) of the Mie Bank since April 2018, she is scheduled to retire
from this position on June 19, 2020.
5. The Company has entered into agreements with Mr. Nobuyoshi Fujiwara, Mr. Akihiko Noro, and
Mr. Tsuneaki Furukawa to limit their liability for damages as stipulated in Article 423, Paragraph
1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of the same Act. In
addition, the limit of the amount of liability for damages pursuant to said agreement is fixed at
the minimum amount of liability stipulated in the laws and regulations, and the Company plans tocontinue said agreement upon approval of the appointment of these three candidates. In addition,
if the appointments of Mr. Hitoshi Tanemura and Ms. Sumie Yoshida are approved, the Company
plans to enter into identical agreements limiting liability with them.
6. The name of Ms. Sumie Yoshida on the official family register is Sumie Imao.
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(Reference) Criteria of independence for Outside Officers
Article 1 Outside Directors of the Company shall not be deemed to be fully independent unless theysatisfy all of the following categories.
(1) The individual is not currently Executive Director, Executive Officer, General Manager orother employee (hereinafter a “Business Executor”) of our group, nor a Business Executor
who has belonged to our group during the past ten years prior to assuming office.
(2) In case of an individual who was a Non-executive Director or Corporate Auditor of ourgroup during the past ten years prior to assuming office, he/she shall not be a Business
Executor who has belonged to our group during the past ten years prior to assuming officeof such position.
(3) 1) Our group is not a major business partner (Note 1) of the individual or a Business
Executor thereof.
2) The individual is not a major business partner (Note 1) of our group or a Business
Executor thereof.
(4) At present or recently, the individual is not or was not a consultant, accountant or jurist (inthe case of a corporation, an individual affiliated with such corporation) who receives or
received a large amount of cash or other assets (Note 2) from our group apart from officer
remuneration.
(5) 1) The individual is not a close relative (Note 3) of a Director, Executive Officer, General
Manager or other significant employee of the Company.
2) The individual is not a close relative of a person who has recently served as Business
Executor or Non-executive Director (excluding those deemed insignificant) of ourgroup.
3) The individual is not a close relative of a person who falls under (3) and (4) above(excluding those deemed insignificant).
(6) At present, the individual is not a major shareholder of the Company (in the case of acorporation, a Business Executor thereof).
(7) At present, the individual is not a recipient of a large amount of donations (Note 2) fromour group (in the case of a corporation, a Business Executor thereof).
Article 2 Even in the case where the individual formally does not fall under any of the items set forthin the preceding Article, independency may be denied when the independence of theindividual is doubtful as a result of thorough examination. Conversely, even in case where
the individual formally falls under any of the items set forth in the preceding Article, theindividual may be judged to be independent by clarifying the reasons therefor, if theindividual is deemed to be practically independent as a result of thorough examination.
Notes:
1. “A major business partner” is defined as a business partner whose total amount of transactions
exceed 2% of annual consolidated gross sales (annual consolidated gross business profit in thecase of the Company) in the recent fiscal year.
2. “A large amount of cash or other assets” and “A large amount of donations” are defined as 10
million yen or more per year on average in the past three years.
3. “A close relative” is defined as a spouse or a relative within two degrees.
END

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