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 7, 2022
Dear Shareholders,
Mitsunori Watanabe
Representative Director and President
San ju San Financial Group, Inc.
510 Kyomachi, Matsusaka, Mie

Notice of Convocation of the 4th Ordinary General Meeting of Shareholders andthe General Meeting of Class Shareholders by Holders of the Common Shares
Please be informed that the 4th Ordinary General Meeting of Shareholders and the General Meetingof Class Shareholders by Holders of the Common Shares of San ju San Financial Group, Inc. (the“Company”) will be held as described below.
At this Ordinary General Meeting of Shareholders, "Partial Amendments to the Articles ofIncorporation" will be submitted as Proposal 2. We have decided to hold a General Meeting of Class
Shareholders by holders of the common shares in order to receive a resolution based on Article 322,
Paragraph 1, Item 1 of the Companies Act on this proposal.
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 23, 2022.
1. Date and Time:

Friday, June 24, 2022, 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(Ordinary General Meeting of Shareholders)Matters for Reporting
1: The Business Report, Consolidated Financial Statements for the Company’s 4th
Fiscal Year (April 1, 2021 - March 31, 2022) 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 4th Fiscal Year (April 1,
2021 - March 31, 2022)
Matters for Resolution
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of 6 Directors (Excluding Those Who Are Also Audit Committee
Members)
Proposal 4: Election of 5 Directors Who Are Also Audit Committee Members

(General Meeting of Class Shareholders by Holders of the Common Shares)
Proposal:
Partial Amendments to the Articles of Incorporation2

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

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

Information Related to Convocation

If you attend the meeting on the date of the meeting, you are kindly requested to present theenclosed Voting Rights Exercise Form at the reception desk at the meeting venue. Please
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.

3

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 941,623,200 yen
41.286 yen per Class 1 preferred shares, for a total of 173,401,200 yen
The annual dividend for the fiscal year including the interim dividend will be 72 yen per ordinary
share and 82.572 yen per Class 1 preferred share.
Year-end dividends for preferred shares are provided in a fixed amount.
(3) Effective date of distribution of surplus
June 27, 2022

4

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) Amendment to the provisions of calculation of Class 1 Preferred Annual Dividend Rate
The Company is a class share issuing company whose articles of incorporation stipulate the content
of class shares. Regarding the Class 1 Preferred Stock issued by the Company, the provisions ofcalculation of the Class 1 Preferred Dividend Annual Rate when the Japanese Yen TIBOR (12months) has not been announced will be changed as follows with the permanent cessation of theEuro-yen LIBOR publication at the end of December 2021.
1) The provisions regarding the Euro-yen LIBOR 12 months (360-day basis) and alternative
measures, which are alternative indicators when the Japanese Yen TIBOR (12 months) in Article 13of the current Articles of Incorporation has not been published, will be deleted.
2) Correspondingly, necessary changes in line with the above change shall be made.
Regarding the deletion of the Euro-yen LIBOR 12 months product (360-day basis) and theprovisions regarding alternative measures, the Company and the Resolution and Collection
Corporation, which holds Class 1 Preferred Stock, have signed a memorandum of understanding toamend the provisions of the Class 1 Preferred Stock Issuance Guidelines.
In addition, this change is subject to the approval of the "Partial Amendments to the Articles ofIncorporation" at the General Meeting of Shareholders by Ordinary Shareholders and Class 1
Preferred Shareholders respectively.
(2) Amendment the provisions of the introduction of the system for electronic provision of materials
for general meetings of shareholders.
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation shall be amended asfollows.
(1) The proposed Article 27, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 27, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials
for the general meeting of shareholders, etc. (Article 27 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.

5

2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Chapter III Preferred Shares

Chapter III Preferred Shares(Class 1 Preferred Dividends)(Class 1 Preferred Dividends)
Article 13 The Company shall, pursuant to Article 45,
Article 13 The Company shall, pursuant to Article 45,
Paragraph 1 herein, distribute cash dividends from surplus on Paragraph 1 herein, distribute cash dividends fromClass 1 preferred shares (“Class 1 Preferred Dividends”) in
surplus on Class 1 preferred shares (“Class 1 Preferredsuch respective amount, for each Class 1 preferred stock,
Dividends”) in such respective amount, for each Class 1
calculated by multiplying the amount of 5,000 yen divided
preferred stock, calculated by multiplying the amount ofby 0.7 (however, if the Class 1 Shares Preferred Shares
5,000 yen divided by 0.7 (however, if the Class 1 Shares
have been subject to a share split, gratis allotment, share
Preferred Shares have been subject to a share split,
consolidation, or any other similar event, that amount is to be gratis allotment, share consolidation, or any other similar
adjusted to a value that the Company judges appropriate), by
event, that amount is to be adjusted to a value that thethe annual rate of Class 1 preferred dividend prescribedCompany judges appropriate), by the annual rate of Class
below (calculated down to the fourth decimal place below
1 preferred dividend prescribed below (calculated down
one percent and then rounded to the nearest one-thousandths
to the fourth decimal place below one percent and thenof one per cent, 0.0005% being rounded upwards) to holders
rounded to the nearest one-thousandths of one per cent,of Class 1 preferred shares (“Class 1 Preferred
0.0005% being rounded upwards) to holders of Class 1
Shareholders”) or registered pledgees of Class 1 preferred
preferred shares (“Class 1 Preferred Shareholders”) or
shares (“Registered Pledgees of Class 1 Preferred Shares”),
registered pledgees of Class 1 preferred shares
whose names have been entered or recorded in the latest(“Registered Pledgees of Class 1 Preferred Shares”),
register of shareholders, in priority to holders of common
whose names have been entered or recorded in the latest
shares (“Common Shareholders”) and registered pledgees ofregister of shareholders, in priority to holders of common
common shares (“Registered Pledgees of Common Shares”).
shares (“Common Shareholders”) and registeredNotwithstanding the foregoing, the Class 1 Preferred Annual
pledgees of common shares (“Registered Pledgees of
Dividend Rate shall not exceed 8%; provided, however, that
Common Shares”). Notwithstanding the foregoing, thein the case that Preferred Interim Dividends defined inClass 1 Preferred Annual Dividend Rate shall not exceed
Article 14 have been paid to Class 1 Preferred Shareholders
8%; provided, however, that in the case that Preferredor Class 1 Registered Pledgees of Preferred Shares during the Interim Dividends defined in Article 14 have been paidbusiness year to which that record date belongs, the amountto Class 1 Preferred Shareholders or Class 1 Registeredof Class 1 Preferred Interim Dividends shall be deducted
Pledgees of Preferred Shares during the business year tofrom the total amount of Class 1 Preferred Dividends.
which that record date belongs, the amount of Class 1
Preferred Interim Dividends shall be deducted from thetotal amount of Class 1 Preferred Dividends

6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-thousandthsof one per cent, 0.0005% being rounded upwards.
The “Japanese Yen TIBOR (12 months)” in the above
formula shall mean the figure or its equivalentpublished by the JBA TIBOR Administration as theJapanese 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) (hereinafterreferred to as the “Class 1 Preferred Annual DividendRate Determination Date”). In the event that theJapanese Yen TIBOR (12 months) is not published, thefigure displayed on Reuters 3750 page as the London
Interbank Offered Rate (Euro-yen 12 months LIBOR(on the basis of a 360-day year)) published by the ICE
Benchmark Administration Limited at 11:00 a.m.
(London time) on the Class 1 Preferred Annual
Dividend Rate Determination Date shall be used in
substitution for the Japanese Yen TIBOR (12 months).
The term “business day” shall mean a day on whichbanks are open for foreign currency and foreignexchange business in London and Tokyo.

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 onethousandths 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 publishing entity of the Japanese Yen
TIBOR changes from the JBA TIBOR Administration
to another organization, it will be changed
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 meana day on which banks are open for foreign currency andforeign exchange business in Tokyo.

2) (Article omitted)2) (No change)

3) The Company shall not distribute any dividend fromsurplus to any Class 1 Preferred Shareholder orRegistered Pledgee of Class 1 Preferred Shares in excessof the relevant Class 1 Preferred Dividends; provided,
however, that this shall not apply to distributions fromsurplus in the process of an 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 the process of an
Incorporation-type Company Split (shinsetsu-bunkatsu)
pursuant to Article 763, Item 12(b) or Article 765,
Paragraph 1, Item 8(b) of that Act.

3) The Company shall not distribute any dividend fromsurplus to any Class 1 Preferred Shareholder orRegistered Pledgee of Class 1 Preferred Shares inexcess of the relevant Class 1 Preferred Dividends;
provided, however, that this shall not apply to
distributions from surplus in the process of an
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 fromsurplus in the process of an Incorporation-type
Company Split (shinsetsu-bunkatsu) pursuant to Article
763, Paragraph 1, Item 12(b) or Article 765, Paragraph
1, Item 8(b) of that Act.

7

Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Reference
Materials for the General Meetings of Shareholders, Etc.)
Article 27 The Company may, when convening a general
meeting of shareholders, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference materials
for the general meeting of shareholders, business
report, non-consolidated financial statements, andconsolidated financial statements, by disclosing
such information through the internet inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice.

<Deleted><Newly Established>(Measures for Electronic Provision, Etc.)
Article 27 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the referencematerials for the general meeting ofshareholders, etc. electronically.
2 Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders
who have requested it by the record date forvoting rights.

<Newly Established>(Supplementary provisions)
1. The deletion of Article 27 (Internet Disclosure andDeemed Provision of Reference Materials for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 27(Measures for Electronic Provision, Etc.) shallcome into effect on September 1, 2022 (the“Effective Date”), which is on the date ofenforcement of the amended provisions stipulated
in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019).
2. Notwithstanding the provisions of the preceding
paragraph, Article 27 of the current Articles ofIncorporation shall remain in force with respect toa general meeting of shareholders to be held on adate within six months from the date ofenforcement.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the date of
the general meeting of shareholders set forth in thepreceding paragraph, whichever is later.

8

Proposal 3:

Election of 6 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 6 Directors is proposed.
The Audit Committee has stated that there are no issues to be noted for this proposal.
The candidates for Directors are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Reappointment

Hiroshi Iwama

Representative Director and Chairman

2

Reappointment

Mitsunori Watanabe

Representative Director and President

3

Reappointment

Hiroki Horiuchi

4

Reappointment

Yoshiki Kato

5

Reappointment

Kenichi Yamakawa

6

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

9

No.

Name
(Date of birth)

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

Reappointment
Hiroshi Iwama(September 13,
1954)
Attendance atBoard ofDirectors
meetings: 12/12

1

June 2004
June 2007

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 Branchof Daisan Bank
General Manager of Kameyama Branchof Daisan Bank
General Manager of General Planning& Co-ordination Department of Daisan
Bank
Executive Officer and General Manager
of General Planning & Co-ordination
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:13,350Significant 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
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.

10

No.

Name
(Date of birth)

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

2

Reappointment

April 2008

Mitsunori
Watanabe(November 29,
1954)

April 2011

Attendance atBoard ofDirectors
meetings: 12/12

June 2013
June 2013

May 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:
15,700Significant 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
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.

11

No.

Name
(Date of birth)

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

3

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
Reappointment
Bank
April 2014
Executive Officer and General Manager
Hiroki Horiuchi
of General Planning & Co-ordination(November 14,
Department of Mie Bank
Ordinary
1963)
April 2017Managing Executive Officer andShares:General Manager of General Planning
3,300
Attendance at& Co-ordination Department of Mie
Board ofBank
Directors
April 2018
Director and Executive Officer
meetings: 12/12
In charge of Corporate Planning
Department of the Company (current
position)
May 2021
Director and Managing Executive
Officer of San ju San Bank, Ltd.
(current position)
Significant concurrent positions
Director and Managing Executive Officer 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 andbusiness 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 andknowledge.

12

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 atBoard ofDirectors
meetings: 12/12

April 2019

May 2019
June 20194
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 BankManaging 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:2,725

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 Directorand Executive Officer of the Company since June 2019, and has appropriately fulfilled therole of supervising managerial decision-making and business execution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to sustainable growth and improvement of the corporate value over the medium tolong term of our group through taking advantage of such abundant experience andknowledge.

13

No.

Name
(Date of birth)

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

Reappointment
Kenichi
Yamakawa(October 11,
1960)
Attendance atBoard of Directors
meetings: 10/10

5June 2015
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:6,030

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, andhas 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.

14

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)
Attendance atBoard of Directors
meetings: 10/10

June 2017
April 2018
June 20186
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 & Co-ordination
Department of Daisan Bank
Director, Executive Officer and General
Manager of General Planning & Coordination 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:4,690

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 Directorand Executive Officer of the Company since June 2021, and has appropriately fulfilled therole of supervising managerial decision-making and business execution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to 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 fromthe insured being liable for the performance of their duties or being subject to a claim for the pursuitof such 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 officeas Director, they will be insured under the insurance contract, which is to be renewed during theirterms of office.

15

Proposal 4:

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.

Current positions andresponsibilities at theCompanyName

1

New appointment

Hiroshi Kyodo-

2

Reappointment

Tsuneaki Furukawa

OutsideIndependent

Outside Director (Audit
Committee Member)

3

Reappointment

Hitoshi Tanemura

OutsideIndependent

Outside Director (Audit
Committee Member)

4

Reappointment

Sumie Yoshida

OutsideIndependent

Outside Director (Audit
Committee Member)5

New appointment

Kenichi Matsui

OutsideIndependent

-

16

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1983
April 2003

New
Hiroshi Kyodo(March 4, 1961)
Attendance atBoard ofDirectors
meetings: Attendance atmeetings of the
Audit
Committee: -1June 2008
January 2013
June 2015
June 2016
April 2018
June 2018
May 2021

Joined The Daisan Bank, Ltd. (current
San ju San Bank, Ltd.)
General Manager of Tsueki Nishi
Branch of Daisan Bank
General Manager of Matsusaka
Higashi Branch of Daisan Bank
General Manager of Compliance
Section, Risk Management Departmentof Daisan Bank
General Manager of ComplianceManagement Department of Daisan
Bank
Executive Officer and General
Manager of Compliance Management
Department of Daisan Bank
General Manager of ComplianceManagement Department of theCompany
Senior Executive Officer and General
Manager of Compliance Management
Department of Daisan BankManaging Executive Officer of San ju
San Bank, Ltd. (current position)

Number ofshares of theCompany
held

Ordinary
Shares4,620

Significant concurrent positions
Managing Executive Officer of San ju San Bank, Ltd.
Mr. Hiroshi Kyodo is scheduled to retire as Executive Officer of San ju San Bank, Ltd. on
June 24, 2022.
Reasons for election as the candidate for Director who is also Audit Committee
MemberMr. Hiroshi Kyodo, after serving as General Manager of Compliance Management
Department of the Company and Senior Executive Officer and General Manager ofCompliance Management Department in our group’s Daisan Bank, Ltd. (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 the role and responsibilities.
We request his service as an Outside Director who is also Audit Committee Member basedon a belief that he is expected to appropriately execute his duties through taking advantage
of such rich experience and a wide range of knowledge to audit and supervise themanagement of the Company.

17

No.

2

Registered as Certified Public
Accountant (current position)
September 1984 Registered as Licensed Tax Accountant(current position)
October 1985 Established Tsuneaki Furukawa
Tsuneaki
Certified Public Accountant Office
Furukawa(current position)(October 1,
October 1986 Representative Director of Furukawa
1954)
General Management Research
Ordinary
Institute (current Midland
SharesAttendance atManagement, Co., Ltd.) (current
2,200
Board ofposition)
Directors
June 2012
Corporate Auditor of The Mie Bank,
meetings: 12/12
Ltd. (current San ju San Bank, Ltd.)
September 2012 Representative Partner of Midland Tax
Attendance at
Accountant Corporation (current
meetings of theposition)
Audit
April 2018
Outside Director (Audit Committee
Committee:
Member)of the Company (current
13/13
position)
Significant concurrent positions
Representative Director of Midland Management, Co., Ltd.
President of Tsuneaki Furukawa Certified Public Accountant Office
Representative Partner of Midland Tax Accountant Corporation
Outside Corporate Auditor of Medical Ikkou Co., LTD.
Reasons for election as the candidate for Outside Director who is also Audit
Committee Member and overview of expected roles
Mr. Tsuneaki Furukawa has rich experience and a wide range of knowledge as Representative
Director of Midland Management, Co., Ltd., and as a Certified Public Accountant andLicensed Tax Accountant. In addition, since April 2018, he has properly fulfilled the roles ofauditing and supervising the validity and appropriateness of the decisions of the Board of
Directors and overall management by proactively providing advice, recommendations andaudits 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 basedon a belief that he is continuously expected to contribute to strengthening the effectivenessof the decision-making function and supervisory function of the Board of Directors throughtaking advantage of such rich experience and a wide range of knowledge to audit andsupervise the management of the Company.
Reappointment
OutsideIndependent

Past experience, positions, and responsibilities at theCompany

Number ofshares of theCompany
held

Name(Date of birth)

April 1984

18

No.

Name
(Date of birth)
Reappointment
OutsideIndependent

April 1971

HitoshiTanemura(March 27,
1948)

June 2008

Attendance atBoard ofDirectors
meetings: 12/12

3

Past experience, positions, and responsibilities at theCompany

June 2007

June 2013
June 2018
June 2020

Joined Nippon Toki Co., Ltd. (current
NORITAKE CO., LIMITED)
Vice President & Director of
NORITAKE CO., LIMITED
President & Representative Director of
NORITAKE CO., LIMITED
Chairman & Representative Director of
NORITAKE CO., LIMITED
Senior Corporate Advisor of
NORITAKE CO., LIMITED
Outside Director (Audit Committee
Member) of the Company (current
position)
Special Corporate Advisor of
NORITAKE CO., LIMITED (current
position)

Number ofshares of theCompany
held

Ordinary
Shares-June 2021
Attendance atmeetings of the
Audit
Committee:
13/13
Significant concurrent positions
Special Corporate Advisor of NORITAKE CO., LIMITED
Executive Chairman of Central Nippon Expressway Company Limited
Reasons for election as the candidate for Outside Director who is also Audit
Committee Member and overview of expected roles
Mr. Hitoshi Tanemura has rich experience and a wide range of knowledge as business
management through his positions such as President & Representative Director andChairman & Representative Director of NORITAKE CO., LIMITED. In addition, since June
2020, he has properly fulfilled the roles of auditing and supervising the validity andappropriateness of the decisions of the Board of Directors and overall management byproactively 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 basedon a belief that he is continuously expected to contribute to strengthening the effectivenessof the decision-making function and supervisory function of the Board of Directors throughtaking advantage of such rich experience and a wide range of knowledge to audit andsupervise the management of the Company.

19

No.

Name
(Date of birth)
Reappointment
OutsideIndependent
Sumie Yoshida(January 29,
1976)
Attendance atBoard ofDirectors
meetings: 12/12

4

Past experience, positions, and responsibilities at theCompany
Joined NICHIHA CORPORATION
Retired from NICHIHACORPORATION
December 2009 Registered as attorney (current
position)January 2010
Joined Sakura Sogo Law Office
December 2011 Established Aoba Law Office (current
position)
June 2016
Corporate Auditor of The Mie Bank,
Ltd. (current San ju San Bank, Ltd.)
April 2018
Outside Director (Audit andSupervisory Committee Member) of
Mie Bank
April 2019
Vice President of Mie Bar Association
June 2020
Outside Director (Audit Committee
Member) of the Company (current
position)

Number ofshares of theCompany
held

April 1999
March 2005

Ordinary
Shares200

Attendance atmeetings of the
Audit
Committee:
13/13
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 incompany management except as Outside Officer, has professional expertise and abundant
experience 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 overallmanagement, including proactively providing advice / proposals and audits from herstandpoint independent from management since her acceptance of office as Outside
Director (Audit and Supervisory Committee Member) in June 2020.
We request her service as an Outside Director who is also Audit Committee Member basedon a belief that she is continuously expected to contribute to strengthening the effectivenessof the decision-making function and supervisory function of the Board of Directors throughtaking advantage of such abundant experience and knowledge to audit and supervise themanagement of the Company.

20

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1972
June 2001

New
OutsideIndependent
Kenichi Matsui(July 5, 1949)
Attendance atBoard ofDirectors
meetings: Attendance atmeetings of the
Audit
Committee: -5April 2003
June 2004
June 2005
June 2010
June 2014
April 2018
May 2021

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 andSupervisory Committee Member) of
Mie Bank
Outside Director (Audit andSupervisory Committee Member) of
San ju San Bank, Ltd. (current position)

Number ofshares of theCompany
held

Ordinary
Shares2,200

Significant concurrent positions
Outside Director (Audit and Supervisory Committee Member) of San ju San Bank, Ltd.
Outside Director, TSUMURA & CO.
(Note) Mr. Kenichi Matsui is scheduled to retire as Outside Director (Audit andSupervisory Committee Member) of San ju San Bank, Ltd. on June 24, 2022.
Reasons for election as the candidate for Outside Director who is also Audit
Committee Member and overview of expected roles
Mr. Kenichi Matui 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 May 2021, he has properly fulfilled the roles of auditing andsupervising the validity and appropriateness of the decisions of the Board of Directors andoverall management by proactively providing advice, recommendations and audits as an
Outside Director (Audit Committee Member) in our group’s San ju San Bank, Ltd. from astandpoint independent of management.
We request his service as an Outside Director who is also Audit Committee Member basedon a belief that he is continuously expected to contribute to strengthening the effectivenessof the decision-making function and supervisory function of the Board of Directors throughtaking advantage of such rich experience and a wide range of knowledge to audit andsupervise the management of the Company.

21

(Notes)
1. In addition to ordinary business transactions therewith, San ju San Bank, Ltd. which is a subsidiaryof the Company have an agreement concerning business matching services with Midland
Management, Co., Ltd., for which Mr. Tsuneaki Furukawa serves as Representative Director (under
the agreement, San ju San Bank, Ltd. receives compensation from said company when a consulting
agreement, etc., related to accounting and taxation business is concluded between said company
and a client introduced by San ju San Bank, Ltd.). Furthermore, San ju San Institute of Research,Ltd., a subsidiary of the Company, has an advisory agreement with said company. In addition, San
ju San Bank, Ltd. has ordinary business transactions with Midland Tax Accountant Corporation,
for which Mr. Tsuneaki Furukawa serves as Representative Partner.
Regarding amount of transactions etc., between both Midland Management, Co., Ltd. and Midland
Tax Accountant Corporation and our group, net sales generated through transactions with our groupaccount for less than 1% of the net sales of both said company and corporation, and consolidated
gross business profit generated through transactions with both said company and corporationaccount for less than 1% of the consolidated gross business profit of the Company.
The other candidates have no special interest with the Company.
2. Mr. Tsuneaki Furukawa, Mr. Hitoshi Tanemura, Ms. Sumie Yoshida and Mr. Kenichi Matsui are
candidates for Outside Directors.
3. Mr. Tsuneaki Furukawa, Mr. Hitoshi Tanemura, Ms. Sumie Yoshida and Mr. Kenichi Matsui 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 Mr. Tsuneaki Furukawa, Mr.
Hitoshi Tanemura and Ms. Sumie Yoshida as independent officers who do not have any potential
conflicts of interest with general shareholders. Upon approval of the appointments of these threecandidates, the Company will continue to notify said Exchanges of such persons as independent
officers. In addition, if the appointment of Mr. Kenichi Matsui is approved, the Company plans to
notify said Exchanges of such person as an independent officer.
4. Mr. Tsuneaki Furukawa is currently serving as Outside Directors (Audit Committee Members) of
the Company for four years and three months at the conclusion of this year’s General Meeting of
Shareholders. Mr. Hitoshi Tanemura and Ms. Sumie Yoshida are currently serving as Outside
Directors (Audit Committee Members) of the Company and each will have served as Outside
Director for two years at the conclusion of this year’s General Meeting of Shareholders.
Mr. Tsuneaki Furukawa served as Corporate Auditor of the Mie Bank (current San ju San Bank,Ltd.) from June 2012 to March 2018.
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 Matui 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.). Although he has also served as Outside Director (Audit andSupervisory Committee Member) of the Mie Bank, a subsidiary of the Company, since May 2021,
he is scheduled to retire from this position on June 24, 2022.
5. The Company has entered into agreements with Mr. Tsuneaki Furukawa, Mr. Hitoshi Tanemura
and Ms. Sumie Yoshida to limit their liability for damages as stipulated in Article 423, Paragraph
1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of the same Act. In
addition, the limit of the amount of liability for damages pursuant to said agreement is fixed at theminimum amount of liability stipulated in the laws and regulations, and the Company plans tocontinue said agreement upon approval of the appointment of these three candidates. In addition,
if the appointments of Mr. Kenichi Matui is approved, the Company plans to enter into identicalagreements limiting liability with him.
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 from22

the insured being liable for the performance of their duties or being subject to a claim for the pursuitof such 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 officeas Director, they will be insured under the insurance contract, which is to be renewed during theirterms of office.
7. The name of Ms. Sumie Yoshida on the official family register is Sumie Imao.
END

23

(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 Economy
Accounting Revitalization
Management
Hiroshi
Representative
Iwama
Director and
●
●
●
●
●
Chairman
Mitsunori
Representative
Watanabe
Director and
●
●
●
●
●
President
Hiroki
Director andHoriuchiExecutive●●●●
Officer
YoshikiDirector andKato
Executive●●●
Officer
Kenichi
Director andYamakawa Executive●●●
Officer
KazuyaDirector and
KawaseExecutive●●●
Officer
Hiroshi
Director
Kyodo(Full-time
Audit
●
●
Committee
Member)TsuneakiOutsideFurukawa Director(Audit●●Committee
Member)Hitoshi
OutsideTanemura
Director(Audit●●●●Committee
Member)Sumie
Outside
YoshidaDirector(Audit●Committee
Member)Kenichi
OutsideMatsui
Director(Audit●●●●Committee
Member)This table does not show all of the skills and experiences possessed by each Board Director/Audit &Supervisory Board Member.

24

(Reference) Criteria of independence for Outside Officers
Article 1 Outside Directors of the Company shall not be deemed to be fully independent unless theysatisfy all of the following categories.
(1) The individual is not currently Executive Director, Executive Officer, General Manager orother employee (hereinafter a “Business Executor”) of our group, nor a Business Executor
who has belonged to our group during the past ten years prior to assuming office.
(2) In case of an individual who was a Non-executive Director or Corporate Auditor of ourgroup during the past ten years prior to assuming office, he/she shall not be a Business
Executor who has belonged to our group during the past ten years prior to assuming officeof such position.
(3) 1) Our group is not a major business partner (Note 1) of the individual or a Business
Executor thereof.
2) The individual is not a major business partner (Note 1) of our group or a Business
Executor thereof.
(4) At present or recently, the individual is not or was not a consultant, accountant or jurist (inthe case of a corporation, an individual affiliated with such corporation) who receives or
received a large amount of cash or other assets (Note 2) from our group apart from officer
remuneration.
(5) 1) The individual is not a close relative (Note 3) of a Director, Executive Officer, General
Manager or other significant employee of the Company.
2) The individual is not a close relative of a person who has recently served as Business
Executor or Non-executive Director (excluding those deemed insignificant) of ourgroup.
3) The individual is not a close relative of a person who falls under (3) and (4) above(excluding those deemed insignificant).
(6) At present, the individual is not a major shareholder of the Company (in the case of acorporation, a Business Executor thereof).
(7) At present, the individual is not a recipient of a large amount of donations (Note 2) fromour group (in the case of a corporation, a Business Executor thereof).
Article 2 Even in the case where the individual formally does not fall under any of the items set forthin the preceding Article, independency may be denied when the independence of theindividual is doubtful as a result of thorough examination. Conversely, even in case where
the individual formally falls under any of the items set forth in the preceding Article, theindividual may be judged to be independent by clarifying the reasons therefor, if theindividual is deemed to be practically independent as a result of thorough examination.
Notes:
1. “A major business partner” is defined as a business partner whose total amount of transactions
exceed 2% of annual consolidated gross sales (annual consolidated gross business profit in thecase of the Company) in the recent fiscal year.
2. “A large amount of cash or other assets” and “A large amount of donations” are defined as 10
million yen or more per year on average in the past three years.
3. “A close relative” is defined as a spouse or a relative within two degrees.

END

25

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

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
The Company is a class share issuing company whose articles of incorporation stipulate the content
of class shares. Regarding the Class 1 Preferred Stock issued by the Company, the provisions ofcalculation of the Class 1 Preferred Dividend Annual Rate when the Japanese Yen TIBOR (12months) has not been announced will be changed as follows with the permanent cessation of theEuro-yen LIBOR publication at the end of December 2021.
1) The provisions regarding the Euro-yen LIBOR 12 months (360-day basis) and alternative
measures, which are alternative indicators when the Japanese Yen TIBOR (12 months) in Article 13of the current Articles of Incorporation has not been published, will be deleted.
2) Correspondingly, necessary changes in line with the above change shall be made.
Regarding the deletion of the Euro-yen LIBOR 12 months product (360-day basis) and theprovisions regarding alternative measures, the Company and the Resolution and Collection
Corporation, which holds Class 1 Preferred Stock, have signed a memorandum of understanding toamend the provisions of the Class 1 Preferred Stock Issuance Guidelines.
In addition, this change is subject to the approval of the "Partial Amendments to the Articles ofIncorporation" at the General Meeting of Shareholders by Ordinary Shareholders and Class 1
Preferred Shareholders respectively.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Chapter III Preferred Shares

Chapter III Preferred Shares(Class 1 Preferred Dividends)(Class 1 Preferred Dividends)
Article 13 The Company shall, pursuant to Article 45,
Article 13 The Company shall, pursuant to Article 45,
Paragraph 1 herein, distribute cash dividends from surplus on Paragraph 1 herein, distribute cash dividends from surplus on
Class 1 preferred shares (“Class 1 Preferred Dividends”) inClass 1 preferred shares (“Class 1 Preferred Dividends”) insuch respective amount, for each Class 1 preferred stock,such respective amount, for each Class 1 preferred stock,calculated by multiplying the amount of 5,000 yen divided
calculated by multiplying the amount of 5,000 yen divided
by 0.7 (however, if the Class 1 Shares Preferred Sharesby 0.7 (however, if the Class 1 Shares Preferred Shares
have been subject to a share split, gratis allotment, share
have been subject to a share split, gratis allotment, shareconsolidation, or any other similar event, that amount is to be consolidation, or any other similar event, that amount is to be
adjusted to a value that the Company judges appropriate), byadjusted to a value that the Company judges appropriate), by
the annual rate of Class 1 preferred dividend prescribed
the annual rate of Class 1 preferred dividend prescribed
below (calculated down to the fourth decimal place below
below (calculated down to the fourth decimal place below
one percent and then rounded to the nearest one-thousandths
one percent and then rounded to the nearest one-thousandthsof one per cent, 0.0005% being rounded upwards) to holders
of one per cent, 0.0005% being rounded upwards) to holdersof Class 1 preferred shares (“Class 1 Preferredof Class 1 preferred shares (“Class 1 Preferred
Shareholders”) or registered pledgees of Class 1 preferred
Shareholders”) or registered pledgees of Class 1 preferredshares (“Registered Pledgees of Class 1 Preferred Shares”),
shares (“Registered Pledgees of Class 1 Preferred Shares”),
whose names have been entered or recorded in the latest
whose names have been entered or recorded in the latest
register of shareholders, in priority to holders of common
register of shareholders, in priority to holders of commonshares (“Common Shareholders”) and registered pledgees ofshares (“Common Shareholders”) and registered pledgees ofcommon shares (“Registered Pledgees of Common Shares”).
common shares (“Registered Pledgees of Common Shares”).
Notwithstanding the foregoing, the Class 1 Preferred Annual
Notwithstanding the foregoing, the Class 1 Preferred Annual
Dividend Rate shall not exceed 8%; provided, however, that
Dividend Rate shall not exceed 8%; provided, however, that26

in 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.

in 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

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 its equivalent publishedby the JBA TIBOR Administration 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 abank holiday) (hereinafter referred to as the “Class 1
Preferred Annual Dividend Rate Determination Date”). In
the event that the Japanese Yen TIBOR (12 months) is not
published, the figure displayed on Reuters 3750 page as
the London Interbank Offered Rate (Euro-yen 12 months
LIBOR (on the basis of a 360-day year)) published by the
ICE Benchmark Administration Limited at 11:00 a.m.
(London time) on the Class 1 Preferred Annual DividendRate Determination Date shall be used in substitution for
the Japanese Yen TIBOR (12 months). The term “businessday” shall mean a day on which banks are open forforeign currency and foreign exchange business in London
and Tokyo.

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 bankholiday). The term “business day” shall mean a day on
which banks are open for foreign currency and foreignexchange business in Tokyo.

2) (Article omitted)2) (No change)

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 therelevant Class 1 Preferred Dividends; provided, however,that this shall not apply to distributions from surplus in theprocess of an Absorption-type Company Split (kyushubunkatsu) pursuant to Article 758, Item 8(b) or Article 760,
Item 7(b) of the Companies Act, or the distribution fromsurplus in the process of an Incorporation-type Company
Split (shinsetsu-bunkatsu) pursuant to Article 763, Item
12(b) or Article 765, Paragraph 1, Item 8(b) of that Act.

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 therelevant Class 1 Preferred Dividends; provided, however,that this shall not apply to distributions from surplus in theprocess of an Absorption-type Company Split (kyushubunkatsu) pursuant to Article 758, Item 8(b) or Article 760,
Item 7(b) of the Companies Act, or the distribution fromsurplus in the process of an Incorporation-type Company
Split (shinsetsu-bunkatsu) pursuant to Article 763,
Paragraph 1, Item 12(b) or Article 765, Paragraph 1, Item
8(b) of that Act.

27