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 Company assumes no responsibility for this translation or for direct, indirect
or any other forms of damages arising from the translations.

Securities Code: 7322
June 3, 2024
(Date of commencement of electronic provision measures May 29, 2024)
Dear Shareholders,
Gotaro Michihiro
Representative Director and President
San ju San Financial Group, Inc.
510 Kyomachi, Matsusaka, Mie

Notice of Convocation of the 6th Ordinary General Meeting of Shareholders
Please be informed that the 6th Ordinary General Meeting of Shareholders of San ju San Financial
Group, Inc. (the “Company”) will be held as described below.
In 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
to the electronic provision measures on the following Company’s website.
The Company’s website:

https://www.33fg.co.jp/eng/shareholders_meeting.html

In addition to the website shown above, the Company also has posted this information on thewebsite of Tokyo Stock Exchange (TSE). To view the information, please access the TSE website(Listed Company Search), input the issue name (San ju San Financial Group) or securities code
(7322), and click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.”
The TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
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” (in Japanese only) to exercise thoserights by no later than 5 p.m., Thursday, June 20, 2024.
1. Date and Time:

Friday, June 21, 2024, 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 6th
Fiscal Year (April 1, 2023 – March 31, 2024) 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 6th Fiscal Year (April 1,
2023 – March 31, 2024)

1

Matters for Resolution
Proposal 1: Appropriation of Surplus
Proposal 2: Election of 7 Directors (Excluding Those Who Are Also Audit Committee
Members)
Proposal 3: Election of 5 Directors Who Are Also Audit Committee Members
END

Information for shareholders attending the General Meeting of Shareholders

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
note that 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 notpermitted to enter the meeting venue.

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.



Although the system to provide materials for the General Meeting of Shareholders inelectronic format has started, the Company has sent paper copies of the Reference Document
for the General Meeting of Shareholders in addition to the Notice of Convocation (anarrowly defined Notice of Convocation and information on the websites where the materials
are provided electronically) which is required to be sent by law.



Any updates to the matters subject to electronic provision measures arise, the details of the
updates will be published on each website.

The proceedings on the day of the Meeting will be available for viewing on the Company’s
website at a later date.
The Company’s website: https://www.33fg.co.jp/profile/announcement.html (in Japanese)2

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

Appropriation of Surplus

The Company positions the redistribution of profits to shareholders as one of its most importantpriorities, and makes it a basic policy to maintain stable dividend, while also improving capitalefficiency through enhancing internal reserves and expanding the management base with long-term
stability. Based on this basic policy, the Company has established a shareholder return policy thataims to achieve a dividend payout ratio of around 30% of profit attributable to owners of parent,
while maintaining a stable dividend of 72 yen per share.
With respect to the year-end dividend for the current fiscal year, the Company proposes the following,taking comprehensively into consideration such factors as the status of our business performance andour desire to respond to the continued support we have always received from our shareholders.
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount
44 yen per ordinary share, for a total of 1,150,676,604 yen
The annual dividend for the fiscal year including the interim dividend will be 80 yen per ordinary
share.
(3) Effective date of distribution of surplus
June 24, 2024

3

Proposal 2:

Election of 7 Directors (Excluding Those Who Are Also Audit Committee
Members)

The terms of office of all 7 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 7 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.

Name

Gender1

Reappointment

Mitsunori Watanabe

Male

2

Reappointment

Gotaro Michihiro

Male

3

Reappointment

Kenichi Yamakawa

Male

4

Reappointment

Hiroki Horiuchi

Male

5

Reappointment

Kazuya Kawase

Male

6

New appointment

Isao Matsumoto

Male

7

New appointment

Katsuhiro Horibe

Male

4

Current positions andresponsibilities at the Company
Director and Chairman
Representative Director andPresident
Representative Director andVice Chairman
Director and Executive Officer
In charge of Corporate Planning
Department
Director and Executive Officer
In charge of Personnel and
Administration Department
Executive Officer
In charge of Risk Management
Department and ComplianceManagement Department
Executive Officer
In charge of Business Management
Department

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1978
April 2004
April 2008

Reappointment

April 2011

May 2013
Mitsunori Watanabe(November 29, 1954) June 2013
June 2013
Attendance at Boardof Directors
meetings: 12/12

1

April 2015
April 2018
May 2021
April 2024

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. (current San ju San
Bank, Ltd.)
Executive Vice President of Mie Bank
Director, Vice President and Executive Vice Presidentof Mie Bank
Director and President of Mie Bank
Representative Director and President of theCompany
Director and President of San ju San Bank, Ltd.
Director and Chairman of the Company (current
position)
Director and Chairman of San ju San Bank, Ltd.
(current position)

Number ofshares of theCompany held

16,400Significant concurrent positions
Director and Chairman of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Mitsunori Watanabe, after serving as Director and President in our group’s Mie Bank Ltd. (current San ju
San Bank, Ltd.), has served as Director and President in San ju San Bank, Ltd. since May 2021, and as Director
and Chairman in San ju San Bank, Ltd. since April 2024. He also has served as Representative Director andPresident of the Company since April 2018, and as Director and Chairman of the Company since April 2024,
where he has exercised his management skills with regard to overall corporate management, and has enhanced
the effectiveness 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 sustainablegrowth and improvement of the corporate value over the medium to long term of our group through taking
advantage of such abundant experience and knowledge.

5

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1983
April 2012
April 2013
April 2017

March 2019
Reappointment

April 2019

Gotaro Michihiro(March 30, 1959)
Attendance at Boardof Directors
meetings: 10/10

April 2021

April 2022
2

April 2023
June 2023
April 2024

Joined Sumitomo Bank (current Sumitomo Mitsui
Banking Corporation)
Executive Officer of Sumitomo Mitsui Banking
Corporation
Managing Executive Officer of Sumitomo Mitsui
Banking Corporation
Senior Managing Executive Officer of Sumitomo
Mitsui Financial Group, Inc.
Senior Managing Executive Officer of Sumitomo
Mitsui Banking Corporation
Director and Senior Managing Executive Officer of
Sumitomo Mitsui Banking Corporation
Deputy President and Executive Officer of Sumitomo
Mitsui Financial Group
Director and Deputy President of Sumitomo Mitsui
Banking Corporation
Deputy Chairman of the Board of Sumitomo Mitsui
Financial Group
Deputy Chairman of Sumitomo Mitsui Banking
Corporation
Adviser, Sumitomo Mitsui Financial Group
Adviser, Sumitomo Mitsui Banking Corporation
Joined San ju San Bank, Ltd.
Executive Vice President
Director and Vice President of the Company
Director, Vice President and Executive Vice Presidentof San ju San Bank, Ltd.
Representative Director and President of theCompany (current position)
Director and President of San ju San Bank, Ltd.
(current position)

Number ofshares of theCompany held

1,000

Significant concurrent positions
Director and President of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Gotaro Michihiro, after serving as Deputy President and Executive Officer of
Sumitomo Mitsui Financial Group, Inc. and as Director and Deputy President of Sumitomo Mitsui Banking
Corporation, has served as Director, Vice President and Executive Vice President in our Group’s San ju San
Bank, Ltd. since June 2023, and as Director and President of San ju San Bank, Ltd. since April 2024. He also has
served as Director and Vice President of the Company since June 2023, and as Representative Director andPresident of the Company since April 2024, where he has exercised his management skills with regard to overall
corporate management, and has enhanced the effectiveness 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 sustainable growth and improvement of the corporate value over the medium to long term of ourgroup through taking advantage of such abundant experience and knowledge.

6

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1983
October 2001
June 2010
June 2012
June 2013
June 2015

Reappointment

June 2016

Kenichi Yamakawa(October 11, 1960)

June 2018

Attendance at Boardof Directors
meetings: 12/12

April 2020
May 2021
June 2021

3
April 2023

April 2024

Joined The Daisan Bank, Ltd. (current San ju San
Bank, Ltd.)
General Manager of Isenagashima Branch of Daisan
Bank
General Manager of Yokkaichi Branch 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 Area
Business Section, Business Department of Daisan
Bank
Director, Executive Officer, Vice General Manager ofBusiness Department and General Manager ofBusiness Promotion Department of Daisan Bank
Director, Senior Executive Officer, and Vice General
Manager of Business Department of Daisan Bank
Director, Managing Executive Officer, and General
Manager of Business Department of Daisan Bank
Director, Senior Managing Executive Officer, andGeneral Manager of Financing Department of San ju
San Bank, Ltd.
Director and Executive Officer
In charge of Business Management Department of
the Company
Director, Senior Managing Executive Officer, andGeneral Manager of Financing Department, andDirector in charge of the Matsusaka Area of San ju
San Bank, Ltd.
Representative Director and Vice Chairman of theCompany (current position)
Director, Vice Chairman and Director in charge of the
Matsusaka Area of San ju San Bank, Ltd. (current
position)

Number ofshares of theCompany held

7,530

Significant concurrent positions
Director, Vice Chairman and Director in charge of the Matsusaka Area of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Kenichi Yamakawa, after serving as Director, Managing Executive Officer, and General Manager ofBusiness Department in our group’s Daisan Bank, Ltd. (current San ju San Bank, Ltd.), has served as Director,
Senior Managing Executive Officer, and General Manager of Financing Department in San ju San Bank, Ltd.
since May 2021, and as Director and Vice Chairman, and Director in charge of the Matsusaka Area of San ju
San Bank, Ltd. since April 2024.
He also has served as Director and Executive Officer of the Company since June 2021, and as Representative
Director and Vice Chairman of the Company since April 2024, where he 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 tosustainable growth and improvement of the corporate value over the medium to long term of our group throughtaking advantage of such abundant experience and knowledge.

7

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1986

4

Number ofshares of theCompany held

Joined The Mie Bank, Ltd. (current San ju San Bank,
Ltd.)
April 2011
General Manager of Treasury Department of Mie
Bank
November 2013 General Manager of General Planning & Coordination Department of Mie Bank
April 2014
Executive Officer and General Manager of General
Planning & Co-ordination Department of Mie Bank
Reappointment
April 2017Managing Executive Officer and General Manager ofGeneral Planning & Co-ordination Department of
Hiroki Horiuchi
Mie Bank(November 14, 1963) April 2018
Director and Executive Officer
4,100
In charge of Corporate Planning Department of the
Attendance at Board
Company (current position)of Directors
May 2021
Director and Managing Executive Officer of San ju
meetings: 12/12
San Bank, Ltd.
April 2023
Director and Managing Executive Officer, andGeneral Manager of Secretarial Office of San ju San
Bank, Ltd.
April 2024
Director and Managing Executive Officer, andGeneral Manager of DX Strategy Department, andGeneral Manager of Secretarial Office of San ju San
Bank, Ltd. (current position)
Significant concurrent positions
Director and Managing Executive Officer, and General Manager of DX Strategy Department, and General
Manager of Secretarial Office of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Hiroki Horiuchi, after serving as Managing Executive Officer and General Manager of General Planning &Co-ordination Department in our group’s Mie Bank Ltd. (current San ju San Bank, Ltd.), has served as Director
and Managing Executive Officer in San ju San Bank, Ltd. since May 2021. He also has served as Director andExecutive Officer of the Company since April 2018, and has appropriately fulfilled the role 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 tosustainable growth and improvement of the corporate value over the medium to long term of our group throughtaking advantage of such abundant experience and knowledge.

8

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1988
October 2004
June 2014
June 2015

Reappointment
Kazuya Kawase(March 20, 1966)

June 2017

Attendance at Boardof Directors
meetings: 12/12

April 2018
June 20185
May 2021
June 2021

Joined The Daisan Bank, Ltd. (current San ju San
Bank, Ltd.)
General Manager of Chuo Dori Branch of Daisan
Bank
General Manager of General Planning & Coordination Department of Daisan Bank
Executive Officer and General Manager of General
Planning & Co-ordination Department of Daisan
Bank
Director, Executive Officer and General Manager ofGeneral Planning & Co-ordination Department of
Daisan Bank
Executive Officer and General Manager of Corporate
Planning Department of the Company
Director, Senior Executive Officer and General
Manager of General Planning & Co-ordination
Department of Daisan Bank
Director and Managing Executive Officer of San ju
San Bank, Ltd. (current position)
Director and Executive Officer
In charge of Personnel and Administration
Department of the Company (current position)

Number ofshares of theCompany held

5,790

Significant concurrent positions
Director and Managing Executive Officer of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Kazuya Kawase, after serving as Director and Senior Executive Officer in our group’s Daisan Bank, Ltd.
(current San ju San Bank, Ltd.), has served as Director and Managing Executive Officer of San ju San Bank,
Ltd. since May 2021. He also has served as Director and Executive Officer of the Company since June 2021,
and has appropriately fulfilled the role 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 tosustainable growth and improvement of the corporate value over the medium to long term of our group throughtaking advantage of such abundant experience and knowledge.

9

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1985
January 2010
June 2014

New appointment

April 2018

Isao Matsumoto
April 2020
(November 10, 1962)
Attendance at Boardof Directors
meetings:–

6

May 2021
June 2022
April 2024

Joined The Daisan Bank, Ltd. (current San ju San
Bank, Ltd.)
General Manager of Takajaya Branch of Daisan Bank
General Manager, Head of Personnel and
Administration Department of Daisan Bank
General Manager in charge of Personnel and
Administration Department of the Company
Executive Officer and General Manger, Head of
Personnel and Administration Department of Daisan
Bank
Managing Executive Officer of San ju San Bank, Ltd.
Director and Managing Executive Officer of San ju
San Bank, Ltd. (current position)
Executive Officer
In charge of Risk Management Department andCompliance Management Department of theCompany (current position)

Number ofshares of theCompany held

4,180

Significant concurrent positions
Director and Managing Executive Officer of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Isao Matsumoto, after serving as Executive Officer and General Manager, Head of Personnel and
Administration Department of our group’s The Daisan Bank, Ltd. (current San ju San Bank, Ltd.), has served as
Director and Managing Executive Officer in San ju San Bank, Ltd. since June 2022, where he has appropriately
fulfilled his duties and responsibilities.
He also has served as Executive Officer of the Company since April 2024. We request his service as a Director
based on a belief that he is expected to contribute to sustainable growth and improvement of the corporate value
over the medium to long term of our group through taking advantage of such abundant experience andknowledge.

10

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1987
April 20117

New appointment

April 2015

Katsuhiro Horibe(July 26, 1963)

April 2018

Attendance at Boardof Directors
meetings: –May 2021
April 2024

Joined The Mie Bank, Ltd. (current
San ju San Bank, Ltd.)
General Manager of Nagoyaminami Corporate
Business Department and General Manager of
Narumi Branch of Mie Bank
Executive Officer and General Manager of Kuwana
Corporate Business Department of Mie BankManaging Executive Officer and General Manager ofHead Office Corporate Business Department of Mie
BankManaging Executive Officer of San ju San Bank, Ltd.
Executive Officer
In charge of Business Management Department of
the Company (current position)
Managing Executive Officer and General Manager ofBusiness Department of San ju San Bank, Ltd.
(current position)

Number ofshares of theCompany held

600

Significant concurrent positions
Managing Executive Officer and General Manager of Business Department of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Katsuhiro Horibe, after serving as Managing Executive Officer and General Manager of Head Office
Corporate Business Department of our group’s Mie Bank (current San ju San Bank, Ltd.), has served as Managing
Executive Officer of San ju San Bank, Ltd. since May 2021, and has appropriately fulfilled his duties andresponsibilities.
He also has served as Executive Officer of the Company since April 2024. We request his service as a Director
based on a belief that he is expected to contribute to sustainable growth and improvement of the corporate value
over the medium to long term of our group through taking advantage of such abundant experience andknowledge.
(Notes)1. Each candidate has no special interests with the Company.
2. The Company has entered into a directors and officers liability insurance contract, as stipulated in
Article 430-3, Paragraph 1 of the Companies Act, with an insurance company that insures Directors
and Directors who are also Audit Committee Members of the Company and its subsidiaries, San ju San
Bank, Ltd. The insureds do not bear the insurance premium.
Under this insurance, the insurance company compensates for any damages that may result from theinsureds being liable for the performance of their duties or being subject to a claim for the pursuit ofsuch liability. However, there are certain exemptions, such as in case of actions taken with theknowledge that such actions are in violation of laws and regulations. If the candidates accept office as
Director, they will be insured under the insurance contract, which is to be renewed during their terms ofoffice.

11

Proposal 3:

Election of 5 Directors Who Are Also Audit Committee Members

The terms of office of all 5 Directors who are also Audit Committee Members will expire at theconclusion of this year’s General Meeting of Shareholders. Accordingly, the election of 5 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.
1
2

3

4

5

Name
New appointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New appointment
OutsideIndependent
New appointment
OutsideIndependent

GenderCurrent positions andresponsibilities at the Company

Yasuo Maeda

Male

—

Sumie YoshidaFemaleOutside Director (Audit Committee
Member)Kenichi Matsui

Male

Outside Director (Audit Committee
Member)Takashi Ueda

Male

—

Toshiyuki Shimizu

Male

—

12

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company

New appointment

April 1988

Yasuo Maeda(May 26, 1965)

October 2018
May 2021

Attendance at Boardof Directors
meetings: –1

Attendance at meetingsof the Audit
Committee: –April 2024

Joined The Daisan Bank, Ltd. (current San ju San
Bank, Ltd.)
General Manager, Head of General Planning & Coordination Department of Daisan Bank
General Manager of Audit Department of theCompany
Senior General Manager and General Manager ofAudit Department of San ju San Bank, Ltd.
Senior General Manager and Head Office Executiveof San ju San Bank, Ltd. (current position)

Number ofshares of theCompany held

3,162

Significant concurrent positions
Senior General Manager and Head Office Executive of San ju San Bank, Ltd.
(Note) Mr. Yasuo Maeda is scheduled to retire as Senior General Manager and Head Office Executive of San ju
San Bank, Ltd. on June 21, 2024.
Reasons for election as the candidate for Director who is also Audit Committee Member
Mr. Yasuo Maeda, after serving as General Manager, Head of General Planning & Co-ordination Department ofour group’s Daisan Bank (current San ju San Bank, Ltd.), has served as General Manager of Audit Departmentof the Company and as Senior General Manager and General Manager of Audit Department of San ju San Bank,
Ltd. since May 2021, where he has appropriately fulfilled his duties and responsibilities.
We request his service as a Director who is also Audit Committee Member based on a belief that he is expected
to appropriately execute his duties through taking advantage of such rich experience and a wide range ofknowledge to audit and supervise the management of the Company.

13

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company

April 1999
Joined NICHIHA CORPORATIONMarch 2005
Retired from NICHIHA CORPORATION
December 2009 Registered as attorney (current position)
December 2009 Joined Sakura Sogo Law Office
December 2011 Established Aoba Law Office (current
Sumie Yoshida
position)(January 29,1976)
June 2016
Corporate Auditor of The Mie Bank, Ltd. (current Sanju
San Bank, Ltd.)
Attendance at Board
April
2018
OutsideDirector (Audit and Supervisory Committeeof Directors
Member) of Mie Bank
meetings: 11/12
April 2019
Vice President of Mie Bar Association
Outside Director (Audit Committee Member) of the
Attendance at meetings June 2020of the Audit
Company (current position)

Number ofshares of theCompany held

Reappointment
OutsideIndependent

2

400

Committee:12/13
Significant concurrent positions

Attorney at Aoba Law Office
Reasons for election as the candidate for Outside Director who is also Audit Committee Member and overview
of expected roles

Ms. Sumie Yoshida, despite an absence of experience in being directly involved in company management except
as Outside Officer, has rich experience and a wide range of knowledge as an attorney. She has properly
performed her roles of auditing and supervising the validity and appropriateness of the decisions of the Board of
Directors and overall management, including proactively providing advice / proposals and audits from herstandpoint independent from management since her acceptance of office as Outside Director (Audit Committee
Member) in June 2020.
We request her service as an Outside Director who is also Audit Committee Member based on a belief that she iscontinuously expected to contribute to strengthening the effectiveness of the decision-making function andsupervisory function of the Board of Directors through taking advantage of such rich experience and a wide
range of knowledge to audit and supervise the management of the Company.

14

No.

Name
(Date of birth)
Reappointment
OutsideIndependent
Kenichi Matsui(July 5, 1949)
Attendance at Boardof Directors
meetings: 12/12

3

Past experience, positions, and responsibilities
at the Company
April 1972
June 2001
April 2003
June 2004
June 2005
June 2010
June 2014
April 2018

Attendance at meetings May 2021of the Audit
Committee: 13/13
June 2022

Joined Idemitsu Kosan Co., Ltd.
Accounting Director of Idemitsu Kosan Co., Ltd.
Executive Officer and Accounting Director of
Idemitsu Kosan Co., Ltd.
Accounting Director and Managing Executive Officer
of Idemitsu Kosan Co., Ltd.
Managing Director of Idemitsu Kosan Co., Ltd.
Director and Vice President of Idemitsu Kosan Co.,Ltd.
Outside Director of The Mie Bank, Ltd. (current San
ju San Bank, Ltd.)
Outside Director (Audit and Supervisory Committee
Member) of Mie Bank
Outside Director (Audit and Supervisory Committee
Member) of San ju San Bank, Ltd.
Outside Director (Audit Committee Member) of theCompany (current position)

Number ofshares of theCompany held

2,900

Significant concurrent positions–
Reasons for election as the candidate for Outside Director who is also Audit Committee Member andoverview of expected roles
Mr. Kenichi Matsui has rich experience and a wide range of knowledge as business management through his
position such as Vice President & Director of Idemitsu Kosan Co., Ltd. In addition, since June 2022, he has
properly fulfilled the roles of auditing and supervising the validity and appropriateness of the decisions of theBoard of Directors and overall management by proactively providing advice, recommendations and audits as an
Outside Director (Audit Committee Member) of the Company from a standpoint independent of management.
We request his service as an Outside Director who is also Audit Committee Member based on a belief that he iscontinuously expected to contribute to strengthening the effectiveness of the decision-making function andsupervisory function of the Board of Directors through taking advantage of such rich experience and a wide
range of knowledge to audit and supervise the management of the Company.

15

No.

Name
(Date of birth)
New appointment
OutsideIndependent
Takashi Ueda
(May 1, 1952)
Attendance at Boardof Directors
meetings: –4

Past experience, positions, and responsibilities
at the Company
April 1975
April 2007
April 2009
April 2012
June 2016
June 2021

Joined Mie Prefectural Government
General Manager of Tokyo Office, Mie Prefectural
Government
General Manager of Department of General Affairs,
Mie Prefectural Government
Vice Governor, Mie Prefectural Government
Chairman, Mie Credit Guarantee Association
President, Mie Prefecture Tomonokai Foundation(current position)

Number ofshares of theCompany held–

Attendance at meetingsof the Audit
Committee: –Significant concurrent positions
Outside Director of Mie Kotsu Group Holdings, Inc.
President, Mie Prefecture Tomonokai Foundation
Reasons for election as the candidate for Outside Director who is also Audit Committee Member andoverview of expected roles
Mr. Takashi Ueda, despite an absence of experience in being directly involved in company management except
as Outside Officer, has rich experience and a wide range of knowledge as he has served as Vice Governor of the
Mie Prefectural Government and Chairman of Mie Credit Guarantee Association.
We request his service as an Outside Director who is also Audit Committee Member based on a belief that he isexpected to contribute to strengthening the effectiveness of the decision-making function and supervisory
function of the Board of Directors through taking advantage of such rich experience and a wide range ofknowledge to audit and supervise the management of the Company.

16

No.

Name
(Date of birth)
New appointment
OutsideIndependent

Past experience, positions, and responsibilities
at the Company
October 1987
August 1992

Toshiyuki Shimizu February 2016
(December 10, 1964)
Attendance at Boardof Directors
meetings: –5June 2017
July 2019

Joined Sanwa Tohmatsu Aoki & Co (current Deloitte
Touche Tohmatsu LLC)
Registered as Certified Public Accountant (current
position)
Established Toshiyuki Shimizu Certified Public
Accountant Office (current Toshiyuki Shimizu
Certified Public Accountant and Licensed Tax
Accountant Office) (current position)
Registered as Licensed Tax Accountant (current
position)
Joined Isuzu Audit Corporation (current position)

Number ofshares of theCompany held–

Attendance at meetingsof the Audit
Committee: –Significant concurrent positions
Head of Toshiyuki Shimizu Certified Public Accountant and Licensed Tax Accountant Office
Manager of Tsu Office, Isuzu Audit Corporation
Reasons for election as the candidate for Outside Director who is also Audit Committee Member andoverview of expected roles
Mr. Toshiyuki Shimizu, despite an absence of experience in being directly involved in company management,
has rich experience and a wide range of knowledge as a Certified Public Accountant and Licensed Tax
Accountant.
We request his service as an Outside Director who is also Audit Committee Member based on a belief that he isexpected to contribute to strengthening the effectiveness of the decision-making function and supervisory
function of the Board of Directors through taking advantage of such rich experience and a wide range ofknowledge to audit and supervise the management of the Company.
(Notes)1. Each candidate has no special interests with the Company.
2. Ms. Sumie Yoshida, Mr. Kenichi Matsui, Mr. Takashi Ueda and Mr. Toshiyuki Shimizu are
candidates for Outside Directors.
3. Ms. Sumie Yoshida, Mr. Kenichi Matsui, Mr. Takashi Ueda and Mr. Toshiyuki Shimizu satisfy
the “Criteria of independence for Outside Officers” set forth by the Company. The Company has
notified the Tokyo Stock Exchange and Nagoya Stock Exchange of Ms. Sumie Yoshida and Mr.
Kenichi Matsui as independent officers who do not have any potential conflicts of interest withgeneral shareholders. Upon approval of the appointments of both candidates, the Company willcontinue to notify said Exchanges of such persons as independent officers. In addition, if theappointment of Mr. Takashi Ueda and Mr. Toshiyuki Shimizu is approved, the Company plans
to notify said Exchanges of such persons as independent officers.
4. Ms. Sumie Yoshida is currently serving as Outside Director (Audit Committee Member) of theCompany and will have served as Outside Director for four years at the conclusion of this year’s
General Meeting of Shareholders. Mr. Kenichi Matsui is currently serving as Outside Director(Audit Committee Member) of the Company and will have served as Outside Director for two
years at the conclusion of this year’s General Meeting of Shareholders.
Ms. Sumie Yoshida served as Corporate Auditor from June 2016 to March 2018 and as Outside
Director (Audit and Supervisory Committee Member) from April 2018 to June 2020 of the Mie
Bank (current San ju San Bank, Ltd.).
Mr. Kenichi Matsui served as Outside Director from June 2014 to March 2018 and as Outside
Director (Audit and Supervisory Committee Member) from April 2018 to April 2021 of the Mie
Bank (current San ju San Bank, Ltd.). He has also served as Outside Director (Audit andSupervisory Committee Member) of San ju San Bank, Ltd., a subsidiary of the Company, fromMay 2021 to June 2022.

17

5. The Company has entered into agreements with Ms. Sumie Yoshida and Mr. Kenichi Matsui tolimit 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 amountof liability stipulated in the laws and regulations, and the Company plans to continue said
agreement upon approval of the appointment of these two candidates. In addition, if theappointments of Mr. Takashi Ueda and Mr. Toshiyuki Shimizu is approved, the Company plansto enter into identical agreements limiting liability with them.
6. The Company has entered into a directors and officers liability insurance contract, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company that insures
Directors and Directors who are also Audit Committee Members of the Company and its
subsidiaries, San ju San Bank, Ltd. The insured does not bear the insurance premium.
Under this insurance, the insurance company compensates for any damages that may result fromthe insured being liable for the performance of their duties or being subject to a claim for the
pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations. If the candidates
accept office as Director, they will be insured under the insurance contract, which is to be
renewed during their terms of office.
7. The name of Ms. Sumie Yoshida on the official family register is Sumie Imao.
END

18

(Reference) Areas of Expertise and Experience (Skill Matrix) of Directors (Expected) After the
General Meeting of Shareholders
Areas of Expertise and Experience
Legal /
Name
Title
Corporate
Finance /Finance /Regional
Risk
Management
EconomyAccounting
Revitalization
Management
DirectorandMitsunori●●●●●
Chairman
Watanabe
Representative
GotaroDirector and
●
●
●
●
●
Michihiro
President
Representative
Kenichi
Director and●●●Yamakawa
Vice Chairman
Director andHiroki
Executive●●●●
Horiuchi
Officer
Director andKazuyaExecutive●●●
KawaseOfficer
Director andIsao
Executive●●●
Matsumoto
Officer
Director and
Katsuhiro
Executive●●●
HoribeOfficer
Director(Full-time
Yasuo Maeda Audit●●
Committee
Member)OutsideSumie
Director (Audit●
YoshidaCommittee
Member)OutsideKenichi
Director (Audit●●●●
Matsui
Committee
Member)OutsideDirector (Audit
Takashi Ueda●●
Committee
Member)OutsideToshiyuki
Director (Audit●
Shimizu
Committee
Member)This table does not show all of the skills and experiences possessed by each Board Director/Audit
Committee Member.

19