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 4, 2019
Dear Shareholders,
Mitsunori Watanabe
Representative Director and President
San ju San Financial Group, Inc.
510 Kyomachi, Matsusaka, Mie

Notice of Convocation of the 1st Ordinary General Meeting of Shareholders
You are cordially invited to attend the 1st Ordinary General Meeting of Shareholders of San ju San
Financial Group, Inc. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting in person, your voting rights can be exercised in writing or
via the Internet, 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 20, 2019.
1. Date and Time:

Friday, June 21, 2019, 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 1st
Fiscal Year (April 2, 2018 - March 31, 2019) 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 1st Fiscal Year (April 2,2018 - March 31, 2019)(Note) Although the Company’s 1st fiscal year commenced April 2, 2018 and ended
March 31, 2019, the consolidated fiscal year under review commenced April 1,2018 and ended March 31, 2019.
Matters for Resolution
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 8 Directors (Excluding Those Who Are Also Audit
Committee Members)
Proposal No. 3: Determination of Amounts of Remuneration for Directors (Excluding
Those Who Are Also Audit Committee Members)
Proposal No. 4: Determination of Amounts of Remuneration for Directors Who Are
Also Audit Committee Members

Matters Disclosed via the InternetOf the documents required to be attached to this notice of convocation, the following matters
are published on the Company’s website on the Internet in accordance with the laws andregulations, as well as Article 27 of the Articles of Incorporation of the Company, and are
therefore not included in the appendix attached to this notice of convocation.
1) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated
Financial Statements” in Consolidated Financial Statements2) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated
Financial Statements” in Non-consolidated Financial Statements
Accordingly, Consolidated Financial Statements and Non-consolidated Financial Statements inthe 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 and the Audit Committee in preparing audit reports.
Any updates to the reference documents for the General Meeting of Shareholders, the Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements will be
published on the Company’s website.
The Company’s website

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

Information Related to Convocation






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

2

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

Appropriation of Surplus

The Company’s basic policy for distribution of surplus is to position the redistribution of profits toshareholders as one of the Company’s most important priorities and to maintain stable dividend,
while also improving capital efficiency through enhancing internal reserves and expanding themanagement base with long-term stability. Based on the above basic policy, the Company proposes
the following:
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount36 yen per ordinary share, for a total of 941,820,336 yen
40.5715 yen per Series One preference share, for a total of 170,400,300 yen
Year-end dividends for preference shares are provided in a fixed amount.
(3) Effective date of distribution of surplus
June 24, 20193

Proposal 2:

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

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

Current positions and responsibilities at theCompany

Name

1

Reappointment

Hiroshi Iwama

Representative Director and Chairman

2

Reappointment

Mitsunori Watanabe

Representative Director and President

3

Reappointment

Kenzo Tanikawa

Director

4

Reappointment

Junji Tanehashi

Director

5

Reappointment

Atsushi Iguchi

6

Reappointment

Takahiro Fujita

7

Reappointment

Hiroki Horiuchi

8

New appointment

Yoshiki Kato

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 Corporate Planning Department
Executive Officer and General Manager incharge of Personnel and Administration
Department

4

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1977
January 1998
June 2000
June 2003
June 2004

Reappointment
Hiroshi Iwama(September 13,
1954)

June 2007
June 2010
June 2012

1

April 2018
June 2018

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

Number ofshares of theCompany
held

Ordinary
Shares9,650

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

5

No.

Name
(Date of birth)

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

Reappointment
Mitsunori
Watanabe(November 29,
1954)

April 2011
May 2013
June 2013
June 2013
April 2015

2

April 2018

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

Number ofshares of theCompany
held

Ordinary
Shares
11,600Significant concurrent positions
Director and President of The Mie Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Mitsunori Watanabe, after serving as Director and Senior Managing Executive Officer of
Sumitomo Mitsui Banking Corporation and accepting office in our group’s Mie Bank as
Director, Vice President and Executive Vice President in June 2013, has served as Director
and President since April 2015. He also has served as Representative Director and Presidentof the Company since April 2018, has exercised his management skills with regard to overall
corporate management, and has enhanced the effectiveness of the decision-making andsupervisory functions of the Board of Directors.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

6

No.

Name
(Date of birth)

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

Reappointment
Kenzo
Tanikawa(December 13,
1942)

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

3

June 2012
April 2018

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

Number ofshares of theCompany
held

Ordinary
Shares9,400

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

7

No.

Name
(Date of birth)

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

Reappointment
Junji Tanehashi(July 22, 1950)

June 2005
April 2006
May 2008
June 2008

4

April 2009
April 2015
April 2018

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

Number ofshares of theCompany
held

Ordinary
Shares23,600Significant concurrent positions
Director and Chairman of The Mie Bank, Ltd.
President of Yokkaichi Chamber of Commerce and Industry
Reasons for election as the candidate for Director
Mr. Junji Tanehashi, after serving as Director and Senior Managing Executive Officer of
Sumitomo Mitsui Banking Corporation and accepting office in our group’s Mie Bank as
Director, Vice President and Executive Vice President in June 2008, and as Director andPresident since April 2009, has served as Director and Chairman since April 2015. He also
has served as Director of the Company since April 2018, has exercised his management skill
with regard to overall corporate management, and has enhanced the effectiveness of thedecision-making and supervisory functions of the Board of Directors.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

8

No.

Name
(Date of birth)

Past experience, positions, and responsibilities at theCompany
April 1978
June 2005
June 2008
June 2009
June 2010

Reappointment
Atsushi Iguchi(November 8,1955)

June 2012
June 2013
April 20185

June 2018

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

Number ofshares of theCompany
held

Ordinary
Shares6,340

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

9

No.

Name
(Date of birth)

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

Reappointment
Takahiro Fujita(September 14,
1957)

June 2014
June 2015

6

April 2018

June 2018

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

Number ofshares of theCompany
held

Ordinary
Shares6,410

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

10

No.

Name
(Date of birth)

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

7

Number ofshares of theCompany
held

Joined The Mie Bank, Ltd.
General Manager of Treasury Departmentof Mie Bank
November 2013 General Manager of General Planning &Co-ordination Department of Mie Bank
Reappointment April 2014
Executive Officer and General Manager
of General Planning & Co-ordination
Ordinary
Department of Mie Bank
Hiroki
SharesApril 2017Managing Officer and General Manager
Horiuchi
2,100
of General Planning & Co-ordination(November 14,
Department of Mie Bank (current
1963)
position)
April 2018
Director and Executive Officer
In charge of Corporate Planning
Department of the Company (current
position)
Significant concurrent positions
Managing Officer and General Manager of General Planning & Co-ordination Department of
The Mie Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Hiroki Horiuchi, after accepting office in our group’s Mie Bank as Executive Officer in
April 2014, has served as Managing Officer and General Manager of General Planning &Co-ordination Department since April 2017. He also has served as Director and Executive
Officer of the Company since April 2018, and has appropriately fulfilled the role ofsupervising managerial decision-making and business execution, etc.
We request his service as a Director based on a belief that he is expected to continuously
contribute to further improvement of the corporate value of our group through taking
advantage of such abundant experience and knowledge.

11

No.

Name
(Date of birth)

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

New appointment April 2016

Yoshiki Kato
(April 6, 1962)

April 2018
April 20198May 2019

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

Number ofshares of theCompany
held

Ordinary
Shares1,725

Significant concurrent positions
Managing Officer of The Mie Bank, Ltd.
Reasons for election as the candidate for Director
Mr. Yoshiki Kato, after accepting office in our group’s Mie Bank as Executive Officer in
April 2014, has served as Managing Officer since April 2016, and has appropriately
performed his duties and responsibilities.
He also has served as Executive Officer of the Company since April 2019. We request his
service as a Director based on a belief that he is expected to contribute to further
improvement of the corporate value of our group through taking advantage of such abundant
experience and knowledge.
(Note)
Each candidate has no special interest with the Company.

12Proposal 3:

Determination of Amounts of Remuneration for Directors (Excluding Those
Who Are Also Audit Committee Members)

As provided in Article 2 of the Supplementary Provision to the Company’s Articles of Incorporation,
the amount of remuneration for Directors (excluding who are also Audit Committee Members) of theCompany from the date of the Company’s incorporation to the closing of the first Ordinary General
Meeting of Shareholders shall not be more than three hundred (300) million yen per year.
Approval is therefore requested on the amount of remuneration for Directors (excluding those whoare also Audit Committee Members) of the Company after the closing of this General Meeting of
Shareholders.
The Company requests that the amount of remuneration for Directors (excluding those who are also
Audit Committee Members) of the Company shall continue to be not more than three hundred (300)
million yen per year as a result of the careful consideration of various circumstances including thestate of the Company’s management system, the economic situation, and the number of Directors.
Note that the amount of remuneration for Directors (excluding those who are also Audit Committee
Members) excludes employee salaries for Directors concurrently serving as employees.
The Audit Committee has stated that there are no issues to be noted for this proposal.
The number of Directors (excluding those who are also Audit Committee Members) shall be eight,
subject to the approval of Proposal 2 as proposed. The Company furthermore requests that thepayment date and distribution, etc., of remuneration be entrusted to the Board of Directors.

13

Proposal 4:

Determination of Amounts of Remuneration for Directors Who Are Also Audit
Committee Members

As provided in Article 2 of the Supplementary Provision to the Company’s Articles of Incorporation,
the amount of remuneration for Directors who are also Audit Committee Members of the Company
from the date of the Company’s incorporation to the closing of the first Ordinary General Meeting of
Shareholders shall not be more than sixty (60) million yen per year.
Approval is therefore requested on the amount of remuneration for Directors who are also Audit
Committee Members of the Company after the closing of this General Meeting of Shareholders.
The Company requests that the amount of remuneration for Directors who are also Audit Committee
Members of the Company shall continue to be not more than sixty (60) million yen per year as aresult of the careful consideration of various circumstances including the state of the Company’s
management system, the economic situation, and the number of Directors.
All Directors who are also Audit Committee Members have stated that there are no issues to be
noted for this proposal.
The number of Directors who are also Audit Committee Members is four. The Company furthermore
requests that the payment date and distribution, etc., of remuneration be determined throughdiscussion by the Directors who are also Audit Committee Members.
END

14