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 5, 2023
(Date of commencement of electronic provision measures June 1, 2023)
Dear Shareholders,
Mitsunori Watanabe
Representative Director and President
San ju San Financial Group, Inc.
510 Kyomachi, Matsusaka, Mie

Notice of Convocation of the 5th Ordinary General Meeting of Shareholders
Please be informed that the 5th 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” (Japanese only) to exercise those rights
by no later than 5 p.m., Thursday, June 22, 2023.
1. Date and Time:

Friday, June 23, 2023, 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 5th
Fiscal Year (April 1, 2022 – March 31, 2023) 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 5th Fiscal Year (April 1,
2022 – March 31, 2023)

Matters for Resolution
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of 7 Directors (Excluding Those 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.

You are kindly requested to carefully consider whether it would be appropriate to attend theMeeting, including the exercise of your voting rights in writing or via the Internet, etc., after
taking into consideration your own health conditions on the day of event.



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’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 efficiency through enhancing internal reserves and expanding the managementbase 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 941,556,024 yen
The annual dividend for the fiscal year including the interim dividend will be 72 yen per ordinary
share.
(3) Effective date of distribution of surplus
June 26, 2023

3

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
The Company will delete the provisions of the Articles of Incorporation pertaining to Class 1
preferred shares, which the Company acquired and canceled on August 12, 2022, and adjust the
numbering of Articles forward according to such amendments.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Chapter I General Provisions

Chapter I General Provisions

Articles 1 through 5 (Articles omitted)

Articles 1 through 5 (No change)

Chapter II Shares

Chapter II Shares(Total Number of Authorized Shares and Authorized Class
Shares)
Article 6 The aggregate number of shares authorized to beissued by the Company shall be seventy million shares, andthe aggregate number of class shares authorized to be issuedof common shares and of Class 1 preferred shares shall beseventy million shares respectively.

(Total Number of Authorized Shares)
Article 6 The aggregate number of shares authorized to
be issued by the Company shall be seventy million
shares.

Article 7 (Article omitted)

Article 7 (No change)(Number of Shares Constituting One Unit)
Article 8 The number of shares constituting one unit ofshares of the Company shall be 100 with respect to all types
of its shares.

(Number of Shares Constituting One Unit)
Article 8 The number of shares constituting one unit ofshares of the Company shall be 100.

Articles 9 through 12 (Articles omitted)

Articles 9 through 12 (No change)4Current Articles of Incorporation

Proposed Amendments

Chapter III Preferred Shares<Deleted><Deleted>(Class 1 Preferred Dividends)
Article 13 The Company shall, pursuant to Article 45,
Paragraph 1 herein, distribute cash dividends from surplus on
Class 1 preferred shares (“Class 1 Preferred Dividends”) insuch respective amount, for each Class 1 preferred stock,calculated by multiplying the amount of 5,000 yen divided
by 0.7 (however, if the Class 1 Preferred Shares have been
subject to a share split, gratis allotment, share consolidation,or any other similar event, that amount is to be adjusted to avalue that the Company judges appropriate), by the annual
rate of Class 1 preferred dividend prescribed below(calculated down to the fourth decimal place below one
percent and then rounded to the nearest one-thousandths of
one per cent, 0.0005% being rounded upwards) to holders ofClass 1 preferred shares (“Class 1 Preferred Shareholders”)
or registered pledgees of Class 1 preferred shares(“Registered Pledgees of Class 1 Preferred Shares”), whosenames have been entered or recorded in the latest register ofshareholders, in priority to holders of common shares(“Common Shareholders”) and registered pledgees ofcommon shares (“Registered Pledgees of Common Shares”).
Notwithstanding the foregoing, the Class 1 Preferred Annual
Dividend Rate shall not exceed 8%; provided, however, thatin the case that Preferred Interim Dividends defined in
Article 14 have been paid to Class 1 Preferred Shareholders
or Class 1 Registered Pledgees of Preferred Shares during thebusiness year to which that record date belongs, the amountof Class 1 Preferred Interim Dividends shall be deductedfrom the total amount of Class 1 Preferred Dividends.

5

Current Articles of Incorporation

Proposed Amendments

Class 1 Preferred Annual Dividend RateClass 1 Preferred Annual Dividend Rate = Japanese Yen
TIBOR (12 months) + 1.00%
The Class 1 Preferred Annual Dividend Rate shall becalculated down to the fourth decimal place below one
percent and then rounded to the nearest one-thousandths of
one per cent, 0.0005% being rounded upwards.
The “Japanese Yen TIBOR (12 months)” in the above
formula shall mean the figure or the rate which shall bereasonably deemed be comparable to such rate published by
the JBA TIBOR Administration (however, if the publishingentity of the Japanese Yen TIBOR changes from the JBA
TIBOR Administration to another organization, it will bechanged accordingly.) as the Japanese Yen 12 months Tokyo
Interbank Offered Rate (Japanese Yen TIBOR) at 11:00 a.m.
on each April 1 (or the immediately following bank business
day thereof, if such date falls on a bank holiday). The term
“business day” shall mean a day on which banks are open forforeign currency and foreign exchange business in Tokyo.
2) If the aggregated amount paid to Class 1 Preferred
Shareholders or Registered Pledgees of Class 1 Preferred
Shares as distribution from surplus in any particular businessyear is less than the prescribed amount of the relevant Class
1 Preferred Dividends, the unpaid amount shall not be
carried over to nor cumulated in subsequent business years.
3) The Company shall not distribute any dividend fromsurplus to any Class 1 Preferred Shareholder or Registered
Pledgee of Class 1 Preferred Shares in excess of the relevant
Class 1 Preferred Dividends; provided, however, that thisshall not apply to distributions from surplus in the process ofan Absorption-type Company Split (kyushu-bunkatsu)
pursuant to Article 758, Item 8(b) or Article 760, Item 7(b)of the Companies Act, or the distribution from surplus in theprocess of an Incorporation-type Company Split (shinsetsubunkatsu) pursuant to Article 763, Paragraph 1, Item 12(b) or
Article 765, Paragraph 1, Item 8(b) of that Act.

6

Current Articles of Incorporation

Proposed Amendments(Class 1 Preferred Interim Dividends)
Article 14 The Company shall, pursuant to Article 46,
distribute interim dividends in cash in the amount up to onehalf of Class 1 Preferred Dividends (“Class 1 PreferredInterim Dividends”), for each Class 1 Preferred Stock, toClass 1 Preferred Shareholders or Registered Pledgees ofClass 1 Preferred Shares whose names have been entered orrecorded in the latest register of shareholders, in priority to
Common Shareholders and Registered Pledgees of Common
Shares.

<Deleted>(Distribution of Residual Assets to Class 1 Preferred
Shareholders)
Article 15 The Company shall distribute its residual assets incash upon liquidation in such amount, for each Class 1
Preferred Stock, calculated by adding the amount equivalent
to transitional Class 1 Preferred Dividends prescribed below
to the amount of 5,000 yen divided by 0.7 (however, if theClass 1 preferred shares have been subject to a share split,
gratis allotment, share consolidation or any other similar
event, that amount is to be adjusted to a value that theCompany judges appropriate), to Class 1 Preferred
Shareholders or Registered Pledgees of Class 1 Preferred
Shares, in priority to Common Shareholders and Registered
Pledgees of Common Shares.

<Deleted>

Amount Equivalent to transitional Class 1 Preferred
Dividends
The amount equivalent to transitional Class 1 Preferred
Dividends shall mean such amount, for each Class 1
Preferred Stock, as of the day on which residual assets are
distributed (“Distribution Day”), calculated by dividing theamount of Class 1 Preferred Dividends multiplied by the
number of days from and including the first day of thebusiness year to which that Distribution Day belongs, to andincluding the Distribution Day, by 365 (calculated down to
the fourth decimal place below one percent and then rounded
to the nearest one-thousandths of one per cent, 0.0005%
being rounded upwards); provided, however, that in the casethat Preferred Interim Dividends have been paid to Class 1
Preferred Shareholders or Registered Pledgees of Class 1
Preferred Shares during the business year to which that
Distribution Day belongs, the amount of Class 1 PreferredInterim Dividends shall be deducted.
2) The Company shall not distribute any residual assets otherthan as provided for in the preceding paragraph to any Class
1 Preferred Shareholder or Registered Pledgee of Class 1
Preferred Shares.

7

Current Articles of Incorporation

Proposed Amendments(Voting Rights of Class 1 Preferred Shareholders)
Article 16 The Class 1 Preferred Shareholders shall not
exercise voting rights for any matter at general meeting ofshareholders; provided, however, that the Class 1 Preferred
Shareholders may exercise voting rights for all the matters at
general meetings of shareholders from (i) when Class 1
preferred shares are issued in the event that holders of ClassA preferred shares issued by The Daisan Bank Ltd. (“Daisan
Bank”), at the issuance of such Class 1 preferred shares, may
exercise voting rights for all the matters at general meetingof shareholders of Daisan Bank, (ii) the commencement ofan ordinary general meeting of shareholders in the event thatno proposal for declaration of all of the amount of Class 1
Preferred Dividends (in the case that Preferred Interim
Dividends have been paid to Class 1 Preferred Shareholders
or Registered Pledgees of Class 1 Preferred Shares, suchamount shall be deducted) be paid to the Class 1 Preferred
Shareholders is submitted to such ordinary general meetingof shareholders, or (iii) the close of an ordinary general
meeting of shareholders in the event that a proposal for
declaration of all of the amount of Class 1 Preferred
Dividends (in the case that Class 1 Preferred Interim
Dividends have been paid to Class 1 Preferred Shareholders
or Registered Pledgees of Class 1 Preferred Shares, suchamount shall be deducted) be paid to the Class 1 Preferred
Shareholders is rejected at such ordinary general meeting ofshareholders, until a proposal for declaration of all of theamount of Class 1 Preferred Dividends (in the case that Class
1 Preferred Interim Dividends have been paid to Class 1
Preferred Shareholders or Registered Pledgees of Class 1
Preferred Shares, such amount shall be deducted) be paid to
the Class 1 Preferred Shareholders is approved at an ordinary
general meeting of shareholders.

8<Deleted>

Current Articles of Incorporation

Proposed Amendments(Right to Request Acquisition in Exchange for Common
Shares)
Article 17 Class 1 Preferred Shareholders may request theCompany to acquire Class 1 preferred shares that they holdduring the period in which such Class 1 Preferred
Shareholders are entitled to request acquisition as stipulated
in the following paragraph (“Request Acquisition Period”).
Upon receiving such a request, the Company shall acquire
the Class 1 preferred shares for which the request acquisition
has been made by Class 1 Preferred Shareholders in
exchange for its assets prescribed in Paragraph 3; provided,
however, that the request acquisition stipulated in thisparagraph shall not be made for the shares constituting lessthan one unit.
2) The Request Acquisition Period shall be from the date ofestablishment of the Company to September 30, 2024.
3) The Company shall acquire Class 1 preferred shares inexchange for common shares in such number of calculatedby dividing the amount multiplying the number of Class 1
preferred shares for which the request acquisition has been
made by Class 1 Preferred Shareholders, by the amount of
5,000 yen divided by 0.7 (however, if the Class 1 preferredshares have been subject to a share split, gratis allotment,
share consolidation or any other similar event, that amount is
to be adjusted to a value that the Company judges
appropriate), by the acquisition value prescribed in
Paragraph 4 through 8. In the case that the number ofcommon shares to be delivered in exchange for Class 1
preferred shares includes fraction of less than one share, such
fraction shall be treated in accordance with Article 167,
Paragraph 3 of the Companies Act.
4) The acquisition value shall be a market price as of the dateof establishment of the Company at first. The market price asof the date of establishment of the Company shall mean theamount obtained by dividing the amount equivalent to theaverage daily closing price (including closing bids or offeredprices) of common shares of Daisan Bank’s as reported by
the Tokyo Stock Exchange, Inc. (“Closing Price”) for the 5consecutive trading days (excluding a trading day or days on
which no closing price or closing bid or offered price isreported) immediately before and including the third Friday,
March, 2018 (“First Day of Deciding Acquisition Value”, inthe case that the First Day of Deciding Acquisition Value
does not fall on the trading day, for the 5 consecutive trading
days immediately before such day), by 0.7 (calculated down
to the first decimal place below 1 yen and then rounded
down to the nearest yens). Notwithstanding the foregoing, inthe event that, as a result of the calculation, the acquisition
value is less than the lower limit acquisition value specified
in Paragraph 7, such acquisition value shall be deemed to be
the lower limit acquisition value.

9<Deleted>

Current Articles of Incorporation

Proposed Amendments

5) During the Request Acquisition Period, after the datefollowing the third Friday of each month (“Day of Deciding
Acquisition Value”), the acquisition value shall be revised tothe amount equivalent to the average (calculated down to thefirst decimal place below 1 yen and then rounded down to
the nearest yens) of the Closing Price for 5 consecutive
trading days (excluding a trading day or days on which no
closing price or closing bid or offered price is reported)
immediately before and including the Day of Deciding
Acquisition Value (in the case that the Day of Deciding
Acquisition Value does not fall on the trading day, for 5
consecutive trading days immediately before such day);provided, however, that in the event that, as a result of thecalculation, the revised acquisition value is less than thelower limit acquisition value specified in Paragraph 7, such
revised acquisition value shall be deemed to be the lower
limit acquisition value. Upon the occurrence of an event that
requires adjustment to the acquisition value specified in
Paragraph 8 during the period from the first day of the above
mentioned 5 consecutive days to the Day of Deciding
Acquisition Value, the revised acquisition value shall be
adjusted to the amount deemed appropriate by the Board of
Directors.
6) No upper limit in the acquisition value shall be set.
7) The amount obtained by dividing 1,005 yen by 0.7 shallbe referred to as the “Lower Limit Acquisition Value”;
provided, however, that such price shall be subject to theadjustment specified in the following paragraph.
8) (A) Upon the occurrence of any of the cases described in
the following Items after issuance of Class 1 preferredshares, the acquisition value (including the Lower Limit
Acquisition Value) shall be adjusted (the acquisition value
after adjustment shall be referred to as the “Adjusted
Acquisition Value”) by the formula prescribed below(“Adjustment Formula for Acquisition Value”). The amountof the Adjusted Acquisition Value shall be calculated down
to the first decimal place below 1 yen and then rounded
down to the nearest yens.
Adjusted Acquisition Value = Unadjusted Acquisition Valuex (Number of Common Shares Issued + (Number ofCommon Shares Delivered x Subscription Price Per
Common Share) / Market Price) / (Number of Common
Shares Issued + Number of Common Shares Delivered)10Current Articles of Incorporation

Proposed Amendments(i) In cases in which common shares are issued by using a
subscription price lower than the market price used in
Adjustment Formula for Acquisition Value (as defined in
Item (C) below, hereinafter the same applies), or thecommon shares of treasury shares are disposed (including thecase of gratis allotment); excluding cases in which the sharescombined with rights to request acquisition of the commonshares of the Company, the stock acquisition rights(including those with the corporate bonds combined withstock acquisition rights, hereinafter the same applies inParagraph 8), other securities (“Shares, Etc. With Rights toRequest Acquisition”), or the shares combined with
provisions for acquisition which the Company may acquirein exchange for its common shares or stock acquisition rights
and other securities combined with provisions for acquisition(“Shares, Etc. With Provisions for Acquisition”) are acquiredor exercised, and common shares are delivered for theserightsAfter the date following the due date of payment (in the casethat the period of payment has been specified, the due dateshall be the end of such period, hereinafter the same applies),
or in the case that there is a record date to grant theshareholders rights to be allotted offered shares or for gratis
allotments, after the date following such record date, theAdjusted Acquisition Value shall apply.
(ii) In the case of share split
The Adjusted Acquisition Value shall be calculated withusing the Adjustment Formula for Acquisition Value, inwhich the number of common shares which increases byshare split on the record date (excluding the number ofcommon shares of treasury shares of the Company which
increases on the record date) shall be deemed to be delivered,and shall apply after the date following such record date.

11

Current Articles of Incorporation

Proposed Amendments(iii) In cases in which the Shares, Etc. With Rights toRequest Acquisition with rights to request acquisition of thecommon shares of the Company by using a value (as definedin Item (D) below, hereinafter the same applies in Item (iii)
herein, and Item (iv), (v) and (C) (iv) below) less than themarket price used in Adjustment Formula for Acquisition
Value are issued (including the case of gratis allotment)
On the due date of payment of such Shares, Etc. With Rights
to Request Acquisition (in the case of stock acquisitionrights, on the day of allotment) (in the case of gratis
allotment, on the effective date), or in the case that there is arecord date to grant the shareholders rights to be allotted theShares, Etc. With Rights to Request Acquisition or for gratis
allotments, on such record date, the Adjusted Acquisition
Value shall be calculated with using the Adjustment Formulafor Acquisition Value in which all of the Shares, Etc. With
Rights to Request Acquisition shall be deemed to beacquired or exercised and the common shares to be deliveredon the initial conditions, and shall apply after the datefollowing the due date of payment (in the case of stockacquisition rights, after the day of allotment) (in the case ofgratis allotment, on the effective date), or after the datefollowing such record date.
Notwithstanding the foregoing, in the event that the Value
has not been determined on the day on which the commonshares above are deemed to be delivered, and then, on acertain day later (“Day of Deciding Value”), the Shares, Etc.
With Rights to Request Acquisition have been issued, whose
Value determined is lower than the market price used in
Adjustment Formula for Acquisition Value, the Adjusted
Acquisition Value shall be calculated with using the
Adjustment Formula for Acquisition Value in which all of
the Shares, Etc. With Rights to Request Acquisition
remaining on such Day of Deciding Price shall be deemed tobe acquired or exercised and the common shares to bedelivered on the conditions determined on the Day ofDeciding Price, and shall apply after the date following the
Day of Deciding Price.

12

Current Articles of Incorporation

Proposed Amendments(iv) In cases in which the Shares, Etc. With Rights toRequest Acquisition issued by the Company are subject tothe conditions for the price being revised after the issuancedate (excluding adjustments to prevent dilution similar to
those in Item (A) herein or (B) below), and the revised value(“Revised Value”) on the day on which such revision ismade (“Day of Revision”) is lower than the market priceused in Adjustment Formula for Acquisition Value
The Adjusted Acquisition Value shall be calculated withusing the Adjustment Formula for Acquisition Value inwhich all of the Shares, Etc. With Rights to Request
Acquisition remaining on the day of Revision shall bedeemed to be acquired or exercised at the Revised Value andthe common shares to be delivered, and shall apply after thedate following the Day of Revision.
Upon application of such Adjustment Formula for
Acquisition Value, in accordance with the cases as describedin (a) through (c) below, the amount obtained by multiplying
the valid acquisition value on the day before the day on
which the Adjusted Acquisition Value is applied, by the ratio
provided in each case (“Adjustment Factor”) shall be deemed
to be the unadjusted acquisition value.
(a) In cases in which the Shares, Etc. With Rights to Request
Acquisition are not adjusted as prescribed in Item (iii) aboveor (iv) herein before the Day of Revision
The Adjustment Factor shall be 1.
(b) In cases in which the Shares, Etc. With Rights to Request
Acquisition are adjusted as prescribed in Item (iii) above or(iv) herein before the Day of Revision, and, after suchadjustment, the acquisition value is adjusted as prescribed in
Paragraph 5 until the Day of Revision
The Adjustment Factor shall be 1; provided, however, thatupon the calculation of the Lower Limit Acquisition Value,
the Adjustment Factor shall be the ratio obtained by dividing
the Lower Limit Acquisition Value obtained before theimmediately preceding adjustment as prescribed in Item (iii)
above or (iv) herein, by the Lower Limit Acquisition Value
obtained after such adjustment.

13

Current Articles of Incorporation

Proposed Amendments(c) In cases in which the Shares, Etc. With Rights to Request
Acquisition are adjusted as prescribed in Item (iii) above or(iv) herein before the Day of Revision, and, after suchadjustment, the acquisition value is not adjusted asprescribed in Paragraph 5 until the Day of Revision
The Adjustment Factor shall be the ratio obtained by
dividing the acquisition value obtained before theimmediately preceding adjustment as prescribed in Item (iii)
above or (iv) herein, by the acquisition value obtained after
such adjustment.
(v) In cases in which the Shares, Etc. With Provisions for
Acquisition are acquired in exchange for common shares at a
price lower than the market price used in the Adjustment
Formula for Acquisition Value
The Adjusted Acquisition Value shall apply after the datefollowing the acquisition day; provided, however, that in theevent that the acquisition value for the Shares, Etc. With
Provisions for Acquisition has been adjusted as prescribed in
Item (iii) above or (iv) herein, and only if the number of fully
diluted common shares (as defined in Item (E) below) after
the acquisition in exchange for common shares exceeds thenumber of common shares issued immediately before suchacquisition, the Adjusted Acquisition Value shall becalculated with using the Adjustment Formula for
Acquisition Value in which such excess in the number ofcommon shares shall be deemed to be delivered. If no suchexcess, it shall not be adjusted as prescribed in Item (v)herein.
(vi) In the case of share consolidation
The Adjusted Acquisition Value shall be calculated withusing the Adjustment Formula for Acquisition Value, inwhich the number of common shares which decreases byshare consolidation after the effective date (excluding thenumber of common shares of treasury shares of the Company
which decreases on the effective date) shall be presented as
negative value and deemed to be the number of commonshares delivered, and shall apply.

14

Current Articles of Incorporation

Proposed Amendments(B) Unless otherwise provided by Item (A) (i) through (vi)above, in the case that the acquisition value (including theLower Limit Acquisition Value) requires any adjustment due
to a merger, company split, share exchange, share transfer or
any other similar event, the acquisition price (including theLower Limit Acquisition Value) is to be revised to a valuethat the Board of Directors judges appropriate.
(C) (i) The “market price” used in the Adjustment Formulafor Acquisition Value shall be the average of Closing Prices
for 5 consecutive trading days prior to the day on which the
Adjusted Acquisition Value is applied (excluding a trading
day or days on which no closing price or closing bid oroffered price is reported). The average shall be calculated
down to the first decimal place below 1 yen and thenrounded down to the nearest yens. Upon the occurrence of anevent that requires adjustment to the acquisition value during
the period of 5 consecutive days above, the Adjusted
Acquisition Value shall be adjusted as prescribed in
Paragraph 8.
(ii) The “unadjusted acquisition value” used in the
Adjustment Formula for Acquisition Value shall be the valid
acquisition value on the day before the day on which the
Adjusted Acquisition Value is applied.
(iii) The “number of common shares issued” used in the
Adjustment Formula for Acquisition Value shall be thenumber obtained by adding the number of common sharesissued by the Company (excluding the common shares oftreasury shares) on the record date, if there is such record
date (excluding the number of common shares which are
deemed to be delivered on the record date based on Item (A)(i) through (iii) above), or, if there is no record date, on thedate one month prior to the day on which the Adjusted
Acquisition Value is applied, to the number of commonshares which are deemed to be the “common sharesdelivered” based on Item (A) and (B) above before theadjustment of the acquisition value, and have not yet beendelivered (excluding the number of common shares which
are deemed to be the “number of common shares delivered”
by the adjustment for some Shares, Etc. With Rights toRequest Acquisition, based on Item (A) (iii) or (iv) above,
which has been applied prior to the immediate adjustment
based on Item (A) (iv) (b) or (c) above, from and including
the first day on which the adjustment based on (A) (iv) (b) or(c) is applied for such Shares, Etc. With Rights to Request
Acquisition).

15

Current Articles of Incorporation

Proposed Amendments(iv) The “subscription price per common share” used in the
Adjustment Formula for Acquisition Value shall be thesubscription price in the case of Item (A) (i) above (0 yen in
the case of gratis allotment) (an appropriate valuation if
assets other than money are paid), 0 yen in the case of Item(A) (ii) and (vi) above, or the value in the case of Item (A)(iii) through (v) above (the Revised Value in the case of Item(iv)).
(D) The “value” used in Item (A) (iii) through (v) above andItem (C) (iv) above shall mean the amount obtained by
dividing the remain after deducting, from the amount paid
for the issuance of Shares, Etc. With Rights to Request
Acquisition or Shares, Etc. With Provisions for Acquisition(in the case of stock acquisition rights, the value of assets tobe contributed upon the exercise shall be added), the value of
assets other than common shares to be delivered to theholders of the Shares, Etc. With Rights to Request
Acquisition or Shares, Etc. With Provisions for Acquisition
upon such acquisition or exercise, by the number of commonshares to be delivered upon such acquisition or exercise.
(E) The “number of fully diluted common shares” used in
Item (A) (v) shall be the number obtained by adding thenumber of common shares to be delivered upon theacquisition of Shares, Etc. With Provisions for Acquisition to
the number after deducting, from the number of commonshares issued on the day on which the Adjusted Acquisition
Value is applied, the number of common shares relating to
the Shares, Etc. With Provisions for Acquisition, which isincluded in the number of common shares issued and has not
yet been delivered as prescribed in Item (C) (iii) above.
(F) If the record date for each act pursuant to Item (A) (i)through (iii) above is provided, and the act is subject to a
resolution to approve a certain matter as the condition
precedent at a general meeting of shareholders which is to beheld after such record date, notwithstanding the provisions of
Item (A) (i) through (iii) above, the Adjusted Acquisition
Value shall apply after the date following the day ofconclusion of the general meeting of shareholders in whichsuch matter is approved.

16Current Articles of Incorporation

Proposed Amendments(G) In the case that the amount of difference between the
Adjusted Acquisition Value and unadjusted acquisition value
which are calculated by the Adjustment Formula for
Acquisition Value is less than 1 yen, the acquisition value is
not to be adjusted; provided, however, that in the case thatthe acquisition value is calculated upon the occurrence of anevent that requires adjustment to the acquisition value by the
Adjustment Formula for Acquisition Value afterward, theamount obtained by deducting the difference from theunadjusted acquisition value shall be used instead of theunadjusted acquisition value in the Adjustment Formula for
Acquisition Value.
9) The acquisition value prescribed in Paragraph 4 through 8
herein (including the mandatory acquisition value prescribedin Article 19, Paragraph 2, hereinafter the same applies) shallbe construed from the standpoint of prevention of dilution
and equity among shareholders holding different kinds ofshares, and if the calculation is deemed difficult or the resultof calculation is deemed unreasonable, the Board of
Directors of the Company shall take measures deemed
reasonable and necessary including an appropriate
adjustment of the acquisition value.
(Provisions for Acquisition in Exchange for Cash)
Article 18 The Company may, upon the arrival of the day
separately designated by the Board of Directors after October
1, 2019 (“Acquisition Day”), acquire Class 1 preferredshares, either in whole or in part, within a range legallypossible; provided, however, that the Board of Directors may
designate the Acquisition Date only when Closing Prices
have been less than the Lower Limit on all of the 30
consecutive trading days until and including the day on
which such meeting of the Board of Directors is held andonly when the Company has received prior approval for thatmatter from the Financial Services Agency. On thatoccasion, the Company shall deliver its assets prescribed in
the following paragraph to Class 1 Preferred Shareholders in
exchange for such Class 1 preferred shares. Partial
acquisition of Class 1 preferred shares shall be effected on a
proportion basis. After the Acquisition Date is decided,
exercise of rights to request acquisition prescribed in
Paragraph 1 of the preceding Article shall not be prevented.

17<Deleted>

Current Articles of Incorporation

Proposed Amendments

2) The Company shall acquire Class 1 preferred shares inexchange for cash in the amount, for each Class 1 Preferred
Stock, calculated by adding the amount equivalent totransitional Class 1 Preferred Dividends to the amount of
5,000 yen divided by 0.7 (however, if the Class 1 preferredshares have been subject to a share split, gratis allotment,
share consolidation or any other similar event, that amount is
to be adjusted to a value that the Company judges
appropriate). In this Paragraph, the amount equivalent totransitional Class 1 Preferred Dividends shall be calculated
by replacing the both terms “the day on which residual assets
are distributed” and “Distribution Day” with “Acquisition
Day” in the calculation prescribed in Article 15, Paragraph 1.
(Provisions for Acquisition in Exchange for Common Shares)
Article 19 The Company shall acquire all of the Class 1
preferred shares which the Company has not acquired by thelast day of the Request Acquisition Period on the day
following the last day of the Request Acquisition Period(“Mandatory Acquisition Day”). The Company shall acquire
the relevant Class 1 preferred shares in exchange forcommon shares, to each Class 1 Preferred Shareholder, in thenumber of calculated by dividing the amount multiplying thenumber of Class 1 preferred shares held by Class 1 Preferred
Shareholders by the amount of 5,000 yen divided by 0.7(however, if the Class 1 preferred shares have been subject toa share split, gratis allotment, share consolidation or any
other similar event, that amount is to be adjusted to a valuethat the Company judges appropriate), by the market priceprescribed in the following paragraph (“Mandatory
Acquisition Value”). In the case that the number of commonshares to be delivered in exchange for Class 1 preferredshares includes fraction of less than one share, this case shallbe treated in accordance with Article 234 of the Companies
Act.
2) The Mandatory Acquisition Value shall be the amountequivalent to the average daily closing price (calculated
down to the first decimal place below 1 yen and thenrounded down to the nearest yens) for the 30 consecutive
trading days (excluding a trading day or days on which no
closing price or closing bid or offered price is reported)commencing on the forty-fifth trading day prior to the
Mandatory Acquisition Day; provided, however, that in theevent that, as a result of the calculation, the Mandatory
Acquisition Value is less the Lower Limit Acquisition Value,
the Mandatory Acquisition Value shall be deemed to be theLower Limit Acquisition Value.

18<Deleted>

Current Articles of Incorporation

Proposed Amendments(Share Split or Share Consolidation, and Gratis Allotment of
Shares)
Article 20 The Company shall, if it splits or consolidates
shares, split or consolidate the common shares and the Class
1 preferred shares respectively in the same proportion at thesame time.

<Deleted>

2) The Company shall, if it effects gratis allotment of shares,
effect gratis allotment of shares respectively for the commonshares and the Class 1 preferred shares in the same
proportion at the same time.
(Rejection Period)
Article 21 The provisions of Article 47 shall apply mutatis
mutandis to the payment of Class 1 Preferred Dividends.
Chapter IV General Meeting of Shareholders<Deleted>

Chapter III General Meeting of Shareholders

Articles 22 through 27 (Articles omitted)

Articles 13 through 18 (Numbers adjusted forward, nochange in articles)(General Meeting of Class Shareholders)
Article 28 The provisions of Article 24, Article 25,
Paragraph 1, Article 26, and Article 27 shall apply mutatis
mutandis to general meetings of class shareholders.

<Deleted>

2) The provisions of Article 23 shall apply mutatis mutandis
to a general meeting of class shareholders to be held on the
day on which an ordinary general meeting of shareholders tobe held.
3) Resolutions of a general meeting of class shareholders
provided for in Article 324, Paragraph 2 of the Companies
Act shall be adopted by an affirmative vote of two-thirds ormore of the voting rights of the shareholders in attendance
who hold in the aggregate not less than one-third of the total
number of voting rights of all shareholders who are entitledto vote at such meeting.

19Current Articles of Incorporation

Proposed Amendments

Chapter V Directors and Board of Directors
Articles 29 through 39 (Articles omitted)

Chapter IV Directors and Board of Directors
Articles 19 through 29 (Numbers adjusted forward, nochange in articles)

Chapter VI Audit Committee Members and Audit
Committee
Articles 40 through 41 (Articles omitted)

Chapter V Audit Committee Members and Audit
Committee
Articles 30 through 31 (Numbers adjusted forward, nochange in articles)

Chapter VII Accounting Auditor
Articles 42 through 43 (Articles omitted)

Chapter VI Accounting Auditor
Articles 32 through 33 (Numbers adjusted forward, nochange in articles)

Chapter VIII Calculation
Articles 44 through 47 (Articles omitted)

Chapter VII Calculation
Articles 34 through 37 (Numbers adjusted forward, nochange in articles)

20

Proposal 3:

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

The terms of office of all 6 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, increasing the number
of Directors by 1 in order to enhance and strengthen the Company’s management system.
The candidates for Directors are as follows:
No.

Current positions and responsibilities
at the Company

Name

1

Reappointment

Hiroshi Iwama

Representative Director and Chairman

2

Reappointment

Mitsunori Watanabe

Representative Director and President

3

New appointment

Gotaro Michihiro

4

Reappointment

Hiroki Horiuchi

5

Reappointment

Yoshiki Kato

6

Reappointment

Kenichi Yamakawa

7

Reappointment

Kazuya Kawase—
Director and Executive Officer
In charge of Corporate Planning
Department
Director and Executive Officer
In charge of Risk Management Department
and Compliance Management Department
Director and Executive Officer
In charge of Business Management
Department
Director and Executive Officer
In charge of Personnel and Administration
Department

21

No.

Name
(Date of birth)

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

Reappointment

1

June 2004

Hiroshi Iwama(September 13,
1954)

June 2007

Attendance at Boardof Directors
meetings: 11/11

June 2010
June 2012
April 2018
June 2018
May 2021

Joined The Daisan Bank, Ltd. (current
San ju San Bank, Ltd.)
General Manager of Ishiyakushi
Branch of Daisan Bank
General Manager of Kameyama
Branch of Daisan Bank
General Manager of General Planning& Co-ordination Department of Daisan
Bank
Executive Officer and General
Manager of General Planning & Coordination Department of Daisan Bank
Director and Executive Officer, andGeneral Manager of General Planning& Co-ordination Department of Daisan
Bank
Managing Director and Executive
Officer of Daisan Bank
Director, President and Executive
Officer of Daisan Bank
Representative Director and Chairmanof the Company (current position)
Director and President of Daisan Bank
Director and Chairman of San ju San
Bank, Ltd. (current position)

Number ofshares of theCompany held

Ordinary
Shares:
14,550Significant concurrent positions
Director and Chairman of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Hiroshi Iwama, after serving as Director and President in our group’s Daisan Bank Ltd.
(current San ju San Bank, Ltd.), has served as Director and Chairman in San ju San Bank, Ltd.
since May 2021. 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 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 contributeto sustainable growth and improvement of the corporate value over the medium to long term of
our group through taking advantage of such abundant experience and knowledge.

22

No.

Name
(Date of birth)

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

Reappointment
Mitsunori Watanabe(November 29,
1954)
Attendance at Boardof Directors
meetings: 11/11

2

April 2008
April 2011
May 2013
June 2013
June 2013
April 2015
April 2018
May 2021

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

Number ofshares of theCompany held

Ordinary
Shares:
16,100Significant concurrent positions
Director and President 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. He also has served as Representative Director and President of 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 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 contributeto sustainable growth and improvement of the corporate value over the medium to long term of
our group through taking advantage of such abundant experience and knowledge.

23

No.

Name
(Date of birth)

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

New appointment

March 2019

Gotaro Michihiro(March 30, 1959)

April 2019

Attendance at Boardof Directors
meetings: –April 2021
3
April 2022

April 2023

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 (current
position)

Number ofshares of theCompany held–

Significant concurrent positions
Executive Vice President of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Gotaro Michihiro has rich experience and a wide range of knowledge as business
management through his positions such as Deputy President and Executive Officer of
Sumitomo Mitsui Financial Group, Inc. and Director and Deputy President of Sumitomo Mitsui
Banking Corporation. Since April 2023, he has also served as Executive Vice President of ourGroup’s San ju San Bank, Ltd. We request his service as a Director based on a belief that he isexpected 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.

24

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& Co-ordination Department of Mie
BankApril 2014
Executive Officer and General
Manager of General Planning & CoReappointment
ordination Department of Mie Bank
April
2017
Managing Executive Officer andHiroki Horiuchi
GeneralManager of General Planning
Ordinary(November 14,&
Co-ordination
Department
of
Mie
Shares:
1963)
Bank
3,700
April
2018
DirectorandExecutive
Officer
Attendance at Board
In charge of Corporate Planningof Directors
meetings: 11/11
Department of the Company (current
position)
May 2021
Director and Managing Executive
Officer of San ju San Bank, Ltd.
(current position)
April 2023
Director and Managing Executive
Officer, and General Manager ofSecretarial Office of San ju San Bank,
Ltd.
Significant concurrent positions
Director and Managing Executive Officer, 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 ofGeneral 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. 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 sustainable growth and improvement of the corporate value over the medium tolong term of our group through taking advantage of such abundant experience and knowledge.

25

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1985
May 2011
April 2013
April 2014
April 2016
April 2018

Reappointment
Yoshiki Kato
(April 6, 1962)
Attendance at Boardof Directors
meetings: 11/11

April 2019

May 2019
June 20195
June 2020
May 2021
June 2021

Joined The Mie Bank, Ltd. (current
San ju San 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 Bank
Managing Executive Officer andGeneral Manager of Personnel
Department of Mie Bank
General Manager in charge of
Personnel and Administration
Department of the Company
Executive Officer and General
Manager in charge of Personnel and
Administration Department of theCompany
Managing Executive Officer of Mie
Bank
Director and Executive Officer
In charge of Personnel and
Administration Department of theCompany (current position)
Director and Managing Executive
Officer of Mie Bank
Director and Managing Executive
Officer of San ju San Bank, Ltd.
(current position)
Director and Executive Officer
In charge of Risk Management
Department and ComplianceManagement Department of theCompany (current position)

Number ofshares of theCompany held

Ordinary
Shares:3,125

Significant concurrent positions
Director and Managing Executive Officer of San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Yoshiki Kato, after serving as Director and Managing Executive Officer 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 and Executive
Officer of the Company since June 2019, 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 to sustainable growth and improvement of the corporate value over the medium tolong term of our group through taking advantage of such abundant experience and knowledge.

26

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
Kenichi Yamakawa(October 11, 1960)
Attendance at Boardof Directors meetings:
10/11

6

June 2016

June 2018
April 2020
May 2021

June 2021

Joined The Daisan Bank, Ltd. (current
San ju San Bank, Ltd.)
General Manager of Isenagashima
Branch of Daisan Bank
General Manager of Yokkaichi Branchof 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 of Business
Department and General Manager ofBusiness Promotion Department of
Daisan Bank
Director, Senior Executive Officer, andVice 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, and General Manager ofFinancing Department of San ju San
Bank, Ltd. (current position)
Director and Executive Officer
In charge of Business Management
Department of the Company (current
position)

Number ofshares of theCompany held

Ordinary
Shares:6,830

Significant concurrent positions
Director, Senior Managing Executive Officer, and General Manager of Financing Departmentof San ju San Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Kenichi Yamakawa, after serving as Managing Executive Officer and General Manager ofBusiness Department in our group’s Daisan Bank, Ltd. (current San ju San Bank, Ltd.), hasserved as Director and Managing Executive Officer in 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 businessexecution, etc.
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 tolong term of our group through taking advantage of such abundant experience and knowledge.

27

No.

Name
(Date of birth)

Past experience, positions, and responsibilities
at the Company
April 1988
October 2004
June 2014
June 2015
June 2017

Reappointment
Kazuya Kawase(March 20, 1966)

April 2018

Attendance at Boardof Directors meetings:
11/11

June 20187
May 2021
June 2021

Joined The Daisan Bank, Ltd. (current
San ju San Bank, Ltd.)
General Manager of Chuo Dori Branchof Daisan Bank
General Manager of General Planning& Co-ordination Department of Daisan
Bank
Executive Officer and General
Manager of General Planning & Coordination Department of Daisan Bank
Director, Executive Officer andGeneral Manager of General Planning& Co-ordination Department of Daisan
Bank
Executive Officer and General
Manager of Corporate Planning
Department of the Company (current
position)
Director, Senior Executive Officer andGeneral 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 theCompany (current position)

Number ofshares of theCompany held

Ordinary
Shares:5,290

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 andExecutive Officer of the Company since June 2021, 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 sustainable growth and improvement of the corporate value over the medium tolong term of our group through taking advantage of such abundant experience and knowledge.
(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 insured does not bear the insurance premium.
Under this insurance, the insurance company compensates for any damages that may result from theinsured being liable for the performance of their duties or being subject to a claim for the pursuit of suchliability. However, there are certain exemptions, such as in case of actions taken with 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. END

28

(Reference) Areas of Expertise and Experience (Skill Matrix) of Directors (Expected) After the
General Meeting of Shareholders
Areas of Expertise and Experience
Legal /
Corporate
Regional
Name
Title
Finance /Risk
Finance /Managemen
Revitalizati
EconomyManagemen Accountingtont
Representative
Hiroshi
Director and
●
●
●
●
●
Iwama
Chairman
Representative
Mitsunori
Director and
●
●
●
●
●
WatanabePresident
GotaroDirector and●●●●Michihiro
Vice President
Director andHiroki
Executive●●●●
Horiuchi
Officer
Director andYoshiki Kato Executive●●●
Officer
Director and
KenichiExecutive●●●
Yamakawa
Officer
Director andKazuyaExecutive●●●
KawaseOfficer
Director(Full-time
Hiroshi
Audit
●
●
Kyodo
Committee
Member)OutsideTsuneakiDirector (Audit●●
Furukawa
Committee
Member)OutsideHitoshi
Director (Audit●●●●
TanemuraCommittee
Member)OutsideSumie
Director (Audit●
YoshidaCommittee
Member)OutsideKenichi
Director (Audit●●●●
Matsui
Committee
Member)This table does not show all of the skills and experiences possessed by each Board Director/Audit &Supervisory Board Member.

29