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 damage arising from the translations.

(Securities Code: 8714)
June 1, 2022
To Shareholders with Voting Rights:
Atsushi Ukawa
Representative Director, President
and CEO
Senshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 13TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 13th Annual General Meeting of Shareholders of Senshu Ikeda Holdings,
Inc. (the “Company”). The meeting will be held for the purposes described below.
If you do not attend the meeting, you may still exercise your voting rights in writing or electronically (onthe Internet). Please review the Reference Documents for the General Meeting of Shareholders describedhereinafter, then follow the methods described on pages 3 to 5 to exercise your voting rights by 5:40 p.m., on
Monday, June 27, 2022, Japan time.
The Annual General Meeting of Shareholders will be broadcast live via the Internet.
For details, please refer to page 6 to 7.
Viewing the live webcast over the Internet is not deemed attendance of the General Meeting of
Shareholders under the Companies Act. Accordingly, if you participate in the meeting via the Internet, youwill not be able to ask questions, exercise your voting rights, or propose a motion, which is permitted to theshareholders attending the General Meetings of Shareholders. Please exercise your voting rights by mailingthe Voting Rights Exercise Form or via the Internet as shown in the separate guide in consideration of theexercise deadline.
1. Date and Time:

Tuesday, June 28, 2022, at 10:00 a.m. Japan time

2. Place:

10F, Conference Room, Osaka International Convention Center (“Grand Cube
Osaka”), 5-3-51, Nakanoshima, Kita-ku, Osaka, Japan
Depending on the status of the spread of the novel coronavirus infection, we
might have to change the venue and/or the start time. In that case, the detail ofthe changes will be posted on the Company’s website(https://www.senshuikeda-hd.co.jp/). Please check the website.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 13th Fiscal Year (from April 1, 2021, to March 31, 2022) andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 13th Fiscal Year(from April 1, 2021, to March 31, 2022)

1

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5: Reduction in the Amount of Legal Capital Surplus (Transfer of Legal Capital
Surplus to Other Capital Surplus)End

2

Guide to the Exercise of Voting Rights
Exercise of Voting Rights
via the Internet, etc.

Exercise of Voting Rights
in Writing

Exercise of Voting Rights
by Attending the Meeting

You are kindly requested toaccess the Exercise of Voting
Rights Website(https://evote.tr.mufg.jp/) andfollow the on-screen
instructions to indicate yourapproval or disapproval ofeach proposal.

You are kindly requested tomark and return the enclosed
Voting Rights Exercise Formwith your vote of approval ordisapproval of each proposal
via mail by no later than thedeadline below.

In order to prevent the spread ofnovel coronavirus infection, we
kindly ask you to consider refraining
from attending the meeting in person,
regardless of your health condition.
You may exercise your voting rights
by attending the meeting, in writing,or via the Internet. Please be kindly
requested to take advantage of thelatter two methods.

Deadline for exercise:
Until 5:40 p.m.
Monday, June 27, 2022

Deadline for exercise:
Arrival until 5:40 p.m.
Monday, June 27, 2022

When attending the meeting, pleasesubmit the enclosed Voting Rights
Exercise Form at the reception desk on
the day of the meeting.

※ The Voting Rights Exercise Form that the Company will receive on the day of the meeting is for identity
verification (It is not intended to receive the details of your vote).
※ If you exercise your voting rights using the Voting Rights Exercise Form, please return it no later than 5:40
p.m. Monday, June 27, 2022.
To institutional investors:
If you have applied in advance to use the “Electronic Voting Platform,” which is operated by ICJ Inc., you can
exercise your voting rights on the Platform.
◎ Among the documents needed to be attached to this notice of convocation, the following matters are, in

accordance with laws and regulations as well as Article 23 of the Articles of Incorporation of the Company,
posted on the Company’s website (https://www.senshuikeda-hd.co.jp/) and are therefore not included inthis document.
1. Business Report(1) Matters concerning stock subscription rights, etc. of the Company(2) Basic policy regarding the party who controls decisions on the Company's financial and business
policies(3) Structure to ensure the adequacy of business operation and its management status(4) Matters concerning specified wholly owned subsidiaries(5) Matters concerning transactions with the parent, etc.
(6) Other
2. Financial Statements, etc.
(1) Notes to the Non-consolidated Financial Statements(2) Non-consolidated Statements of Changes in Net Assets(3) Notes to the Consolidated Financial Statements(4) Consolidated Statements of Changes in Net Assets
The Attached Documents are part of the Non-consolidated Financial Statements and the Consolidated
Financial Statements, which have been audited by the Accounting Auditor in preparing the Accounting
Audit Report, and part of the Business Report, the Non-consolidated Financial Statements and theConsolidated Financial Statements, which have been audited by the Audit & Supervisory Board Members
in preparing the Audit Report.
◎ In the event that any revisions to the Business Report, the Consolidated Financial Statements, the Nonconsolidated Financial Statements and/or the Reference Documents for the General Meeting of
Shareholders are required, revised items will be posted on the Company’s website presented above.
3

About Senshu Ikeda Holdings Mini Disclosure Report (SIHD REPORT)
To deliver a more substantial report promptly, the Company binds together this notice of convocation and mini
disclosure report to send to the shareholders and post on the Company’s website (https://www.senshuikedahd.co.jp/ir/kabunushisoukai.html).

4

Procedures for the Exercise of Voting Rights via the Internet
When exercising your voting rights via the Internet, please access the Exercise of Voting Rights Website
designated by the Company (https://evote.tr.mufg.jp/) from your smartphone or computer, etc., and follow theon-screen instructions to exercise your voting rights.
◎ If you have exercised your voting rights both by mail and via the Internet, the vote exercised via theInternet will be taken as valid.
◎ If you have exercised your voting rights multiple times via the Internet, the final vote will be taken as

valid. If you have exercised your voting rights on the website for computers and smartphones redundantly,
the final vote cast will be taken as valid.
Deadline for the Exercise of Voting Rights

Until 5:40 p.m., Monday, June 27, 2022
*Please note that the voting service becomes unavailable
daily from 2:00 a.m. to 5:00 a.m.

Method by scanning the QR CodeUsing a smartphone (including a tablet computer)
You can log in by scanning the “Login QR Code” without entering the “Login ID” and the “Temporary
Password.”*You can exercise your voting rights by the following method only once.
1) Scan the QR Code

2) Choose the method to exercise
your voting rights

3) Choose “Approve” or“Disapprove” for each proposal

Please scan the “Login QR Code”
provided on the stub of theenclosed Voting Rights Exercise
Form (the right side) with yoursmartphone.

Please choose the method to
exercise your voting rights on thescreen for choosing the method toapprove or disapprove theproposals.

Please follow the on-screen
instructions to choose “Approve”
or “Disapprove” for each
proposal.
Follow the on-screen instructions
and you will complete yourexercise.

QR Code is a registered trademark of
DENSO WAVE INCORPORATED.

For inquiries about the system orother matters, contact:

Securities Business Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free)(Available from 9 a.m. to 9 p.m.)Your exercise of voting rights will contribute to medical support for COVID-19 countermeasures.
The Company will donate the mailing costs reduced by exercising voting rights via the Internet, etc. toemergency support for COVID-19.
Mailing costs reduced by exercising voting rights via the Internet, etc. will be donated to medical support
for taking measures against the novel coronavirus (COVID-19). The Shareholders’ exercise of voting rights
will contribute to society. Please take advantage of exercising your voting rights via the Internet.
Donate to:International Medical Volunteers
Specified Nonprofit Organization Japan Heart“Emergency Support for COVID-19”

5

Information on the Internet Livestream of the General Meeting of Shareholders
The Company will livestream the General Meeting of Shareholders on the “Engagement Portal,” an exclusive
website for shareholders so that you will be able to view the Meeting from home or any other location of yourconvenience. We hope that you will find it helpful.
Livestream date and time:
Tuesday, June 28, 2022 from 10 a.m. until the conclusion of the General Meeting of Shareholders※ The livestream website will be accessible from around 9:30 a.m. on the day of the Meeting, 30 minutes
before the start.
How to log in to the exclusive website for shareholders “Engagement Portal”
Please scan the Login QR code with your smartphone, etc. or access the following website to enter your LoginID and Password. If you use your smartphone, etc., you can log in by scanning the QR code provided on thereverse side of the enclosed Voting Rights Exercise Form without entering your “Login ID” and “Password.”
1) Enter your Login ID and Password provided on the reverse side of the enclosed Voting Rights Exercise
Form2) Confirm the terms and conditions and check the “Agree with Terms and Conditions” check box3) Click the “Login” button
URL of the online site for the General Meeting of Shareholders:
https://engagement-portal.tr.mufg.jp/

6

Information on the Internet Livestream of the General Meeting of Shareholders
Information on the livestream
The Company will livestream the General Meeting of Shareholders so that you will be able to view themeeting. In consideration of the privacy of the attending shareholders, the video of the meeting will only show
the vicinity of the Chairperson and Officers’ seats. However, please note that there may be cases in whichshareholders in attendance are unavoidably reflected on the screen.
Livestream date and time:
Tuesday, June 28, 2022 from 10 a.m. until the conclusion of the General Meeting of Shareholders※ The livestream website will be accessible from around 9:30 a.m. on the day of the Meeting, 30 minutes
before the start.
※ Please note that the Internet livestreaming may not be possible in the event of a natural disaster or otheremergency.
Important Notes:

Under the Company’s Act, viewing a livestream via the Internet is not deemed as attendance at theGeneral Meeting of Shareholders. Accordingly, when participating in the Meeting via the Internet, youwill not be able to ask questions, exercise your voting rights, or propose motions, which is permitted tothe shareholders at a General Meeting of Shareholders. When exercising your voting rights, please makenote of the deadline and mail your Voting Rights Exercise Form, vote via the Internet as shown in theseparate guide, or attend the Meeting by a proxy who has been granted the authority of representation via
a power of attorney, etc.



Only shareholders may participate in the General Meeting of Shareholders held via the Internet.



It is strictly prohibited to capture, record, or save the live broadcast or publish it on any social network
site, etc.

Please note that there may be visual or audio malfunctions depending on your computer environment(model, performance, etc.) and your internet connection environment (line status, connection speed, etc.).

Communication charges, etc. for viewing shall be borne by each shareholder.

For inquiries about theshareholder-dedicated website,
contact:

Securities Business Division
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-676-808 (Toll Free)(Available from 9 a.m. to 5 p.m. excluding Saturdays, Sundays and holidays.
For the day of the General Meeting of Shareholders, available from 9 a.m. to
the conclusion of the Meeting)

For inquiries about the livestream(viewing problem of the video
player, etc.), contact:

J-Stream Inc.
Phone: 0120-597-260 (Toll Free)(On the day of the General Meeting of Shareholders, available from 9:30 a.m.
to the conclusion of the Meeting)7

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amountFor each share of the First Series of Class 7 Preferred Shares, the Company proposes a dividend of 15
yen (thereby making the annual dividend including the interim dividend 30 yen per share), pursuant
to the Articles of Incorporation.
For ordinary shares, the Company proposes a dividend of 6.25 yen per share (thereby making theannual dividend including the interim dividend 10 yen per share).
The total amount of dividends in this case will be 2,126,826,407 yen.
(3) Effective date of distribution of surplus
June 29, 2022
As its policy to return profits to shareholders, the Company targets a shareholder return ratio of 30% ormore. In addition, profit attributable to owners of the parent for the fiscal year under review includes
interests of 1.3 billion yen, which was additionally remunerated (“special remuneration”) under the “Special
Deposit Facility to Enhance the Resilience of the Regional Financial System” set forth by the Bank of Japan.
Based on the purpose of this facility, the Company has deemed it inappropriate to include the special
remuneration in the appropriation of surplus. Accordingly, the dividends of surplus have been set to be an
amount in line with a shareholder return ratio of 30%, as against profits after deducting the special
remuneration.

8

Proposal No. 2: Partial Amendments to the Articles of Incorporation
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) shall become effective as of September 1, 2022.
Accordingly, in order to prepare for the system for electronic provision of reference documents for general
meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed amendment to Article 23, Paragraph 1 stipulates that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The proposed amendment to Article 23, Paragraph 2 establishes provisions to limit the scope of mattersto be stated in a paper copy to be provided to shareholders who have requested it.
(3) The stipulations regarding Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 23 of the current Articles of Incorporation) shall no longer
be required. Accordingly, these stipulations shall be deleted.
(4) In accordance with the aforementioned establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.

9

(Details of changes to the Articles of Incorporation)

Current Articles of Incorporation
Chapter 4 General Meeting of Shareholders(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 23 The Company may, whenconvening a general meeting ofshareholders, deem that it has
provided its shareholders withinformation pertaining to matters tobe described or indicated in thereference documents for the general
meeting of shareholders, business
reports, non-consolidated financial
statements, and consolidated
financial statements, by disclosing
such information through theInternet in accordance with theprovisions provided in the
Ordinance of the Ministry ofJustice.

(Amended parts are underlined.)
Proposed Amendments
Chapter 4 General Meeting of Shareholders(Measures for Electronic Provision, Etc.)

Article 23 The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference
documents for the general meetingof shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in the
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.

Supplementary provisions
1. The deletion of Article 23 (Internet
Disclosure and Deemed Provisionof Reference Documents, Etc. for
the General Meeting of
Shareholders) of the current Articles
of Incorporation and theestablishment of the proposed
Article 23 (Measures for Electronic
Provision, Etc.) shall come into
effect on the date of enforcement of
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) (the“Effective Date”).
2. Notwithstanding the provisions of
the preceding paragraph, Article 23of the current Articles ofIncorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a datewithin six months from the
Effective Date.
3. These supplementary provisions
shall be deleted after the lapse of six
months from the Effective Date or
the lapse of three months from thedate of the general meeting of10Current Articles of Incorporation

Proposed Amendments
shareholders set forth in thepreceding paragraph, whichever islater.

11

Proposal No. 3:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors: Atsushi Ukawa, Takayuki Ota, Yasuki Hosomi, Shinji Inoue,
Toshiyuki Wada, Minoru Furukawa, Takao Koyama, Tomokazu Yamazawa and Atsuko Ogasawara will
expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect nine (9) Directors in total, including four (4) Outside
Directors.
The candidates for Directors are as follows.
< Basic policy for nominating candidates for Directors >In accordance with its management philosophy, the Company nominates candidates for Directors basedon their potential to contribute to the Company’s sustainable growth and enhancement of medium-to longterm corporate value.
While the Company is required to have a certain number of the Board members who are well versed in
the Company’s operations and its challenges, the diversity of expertise, experience and capability of theBoard members must be secured in order to ensure its independence and objectivity. From thisperspective, it is the Company’s basic policy to nominate individuals with thorough knowledge of theCompany’s operations and challenges as candidates for management executives and other executive
director positions, and individuals with a wide range of insights and background as candidates for Outside
Directors.
< Procedures for nominating candidates for Directors >The Company has established the Personnel Committee, and matters regarding the nomination ofcandidates for Directors are deliberated and finalized by the Board of Directors based on a result of thereview by the said committee.
Current position within the
Company

No.

Name

1

Atsushi Ukawa(Reappointment)

2

Takayuki Ota(Reappointment)3

Toshiyuki Wada

(Reappointment)

4

Hirohito Sakaguchi(New Appointment)

5

Osamu Tsukagoshi(New Appointment)

6

Minoru Furukawa

7

Takao Koyama

8

Tomokazu Yamazawa

9Atsuko Ogasawara(Reappointment)(Outside Director)(Reappointment)(Outside Director)(Reappointment)(Outside Director)(Reappointment)(Outside Director)

12

Representative Director,
President and CEO
Representative Director andChairman
Director and Senior Managing
Executive Officer

Attendanceat the Boardof Directors
meetings
100%(15/15)100%(15/15)100%(15/15)

Managing Executive Officer
Director (Outside Director)
Director (Outside Director)
Director (Outside Director)
Director (Outside Director)

100%(15/15)100%(15/15)100%(15/15)100%(15/15)

No.
1
Apr.
Aug.
Nov.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
July 19, 1956
Age
65
Years as a Director 10 years
Class and number of the Company’s
Ordinary shares
Atsushi Ukawa
shares held
45,000 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1980 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2006 General Manager, Corporate Planning Division, the Bank of Ikeda, Ltd.
2006 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Director, The Senshu Ikeda Bank, Ltd.
2012 Director, the Company
2014 Managing Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director, President and CEO, the Company (current position)2018 Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Atsushi Ukawa as a candidate for Director >Mr. Atsushi Ukawa assumed the position of a Director of The Senshu Ikeda Bank, Ltd., a Group company, after having
served in the Corporate Planning, operation & system and several other departments. After assuming the position of Directorof The Senshu Ikeda Bank, Ltd., he successively held the positions of General Manager of the Operation Management
Division and the Corporate Planning Division, Director in charge of Regional Headquarters and Director in charge of theLoan, personnel affairs and several other departments. He is especially well versed in the Corporate Planning and operation& system departments. Accordingly, the Company believes that he has abundant knowledge and experience to ensure
precise, fair and efficient execution of the overall business of the Group and sufficiently high social credibility as
Representative Director.

No.
2
Apr.
Jun.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birthJanuary 29, 1958 Age
64Years as a Director 6 years
Class and number of the Company’s
Ordinary shares
Takayuki Ota
shares held
43,580 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1981 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2009 General Manager, Credit Analysis Division, The Senshu Bank, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Administration Officer, General Manager, Credit Division I, The Senshu Ikeda Bank,
Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director and Chairman, the Company (current position)2018 Representative Director and Chairman, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Representative Director and Chairman, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takayuki Ota as a candidate for Director >Mr. Takayuki Ota successively held the positions of General Manager of divisions and headquarters mainly in the Loan and
CS departments of The Senshu Ikeda Bank, Ltd., a Group company. He also has considerable achievements in administering
branch management as Director in charge of Regional Headquarters. Accordingly, the Company believes that he hasabundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Group andsufficiently high social credibility as Representative Director.

13

No.
3
Apr.
May
Jul.
Oct.
Jun.
Apr.
Jun.
May
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
October 8, 1963
Age
58
Years as a Director 2 years
Class and number of the Company’s
Ordinary shares
Toshiyuki Wada
shares held
24,700 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1986 Joined the Bank of Japan
2007 Associate Director-General, Personnel and Corporate Affairs Department, the Bank ofJapan
2010 General Manager, Matsumoto Branch, the Bank of Japan
2012 Principal Examiner, Financial System and Bank Examination Department, the Bank ofJapan
2014 Deputy Director-General and Principal Examiner, Financial System and Bank
Examination Department, the Bank of Japan
2016 Director-General and Internal Auditor, Internal Auditors’ Office, the Bank of Japan2017 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2020 Director, the Company
2020 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2021 Director and Senior Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Toshiyuki Wada as a candidate for Director >Mr. Toshiyuki Wada has successively held key positions in the personnel department, the financial system department, etc.,of the Bank of Japan. He assumed office as Officer secondarily in charge of the Loan department and Officer in charge ofthe personnel affairs and Corporate Planning departments of The Senshu Ikeda Bank, Ltd. in June 2017 and has properly
fulfilled his duties and responsibilities. Accordingly, the Company believes that he has abundant knowledge and experience
to ensure precise, fair and efficient execution of the overall business of the Group and sufficiently high social credibility.

No.
4
Apr.
May
Jun.
Jun.
Jun.

New Appointment/Male

Date of birth
October 26, 1964
Age
57
Years as a Director —Class and number of the Company’s
Ordinary shares
Hirohito Sakaguchi
shares held
23,940 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1988 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2016 General Manager, Honmachi Branch, The Senshu Ikeda Bank, Ltd.
2016 Executive Officer, The Senshu Ikeda Bank, Ltd.
2020 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2021 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Hirohito Sakaguchi as a candidate for Director >Mr. Hirohito Sakaguchi has long experience in the Loan department of The Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager of the Honmachi Branch, Officer in charge of Regional Headquarters, and Deputy
General Manager of the CS department. After assuming the position of Director of The Senshu Ikeda Bank, Ltd., he hascontinued to make considerable achievements in serving as Officer in charge of the CS department. Accordingly, theCompany believes that he has abundant knowledge and experience to ensure precise, fair and efficient execution of theoverall business of the Group and sufficiently high social credibility.

14

No.
5

Apr.
Jun.
Jun.
May
Jun.
Jun.

New Appointment/Male

Date of birth
December 27, 1964
Years as a Director —Class and number of the Company’s
shares held

Age

57

Ordinaryshares19,800 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1988 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2016 General Manager, Internal Audit Division, The Senshu Ikeda Bank, Ltd.
2017 Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2021 Managing Executive Officer, the Company (current position)
2021 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

Osamu Tsukagoshi< Reason for appointing Mr. Osamu Tsukagoshi as a candidate for Director >Mr. Osamu Tsukagoshi successively served as General Manager in the Loan, Internal Audit, and Corporate Planningdepartments of The Senshu Ikeda Bank, Ltd., a Group company. After assuming the position of Director of The Senshu
Ikeda Bank, Ltd., he has continued to make considerable achievements in serving as Officer in charge of the personnel
affairs department. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise,fair and efficient execution of the overall business of the Group and sufficiently high social credibility.

15

No.
6
Apr.
Jun.
Apr.
Jun.
Apr.
Jun.
Apr.
Apr.
Jun.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Outside Director/Male

Date of birthJune 13, 1943 Age78
Years as a Director
5 years
Class and number of the Company’s
Ordinary shares
Minoru Furukawa
shares held
25,000 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1966 Joined Hitachi Zosen Corporation
1994 Chief Manager, Accounting Department, Hitachi Zosen Corporation
1998 Director, Hitachi Zosen Corporation
2001 Representative Director and Senior Managing Director, Hitachi Zosen Corporation2005 Representative Director and President, Hitachi Zosen Corporation2010 Representative Director, Chairman and President, Hitachi Zosen Corporation2013 Representative Director, Chairman and CEO, Hitachi Zosen Corporation
2016 Representative Director and Chairman, Hitachi Zosen Corporation
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Senior Corporate Advisor Director, Hitachi Zosen Corporation2017 Senior Corporate Advisor, Hitachi Zosen Corporation2017 Outside Director, UNITIKA LTD. (current position)2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)2018 Outside Director, OKK Corporation (current position)
2021 Advisor, Hitachi Zosen Corporation (current position)(Significant concurrent positions)
Advisor, Hitachi Zosen Corporation
Outside Director, UNITIKA LTD.
Outside Director, Osaka International Convention Center Corporation
Outside Director, OKK Corporation
Auditor, Osaka Chamber of Commerce and Industry
Vice-Chairman, The Japan Machinery Federation
Executive Director, Kansai Economic Federation
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Minoru Furukawa as a candidate for Outside Director and expected roles>
Mr. Minoru Furukawa has successively held such positions as Representative Director of Hitachi Zosen Corporation as wellas key positions for Osaka Chamber of Commerce and Industry, The Japan Machinery Federation, and Kansai Economic
Federation. He has properly overseen corporate management as an Outside Director since June 2017. The Company highly
values his experience and capabilities, and believes that he will provide supervision and advice based on his knowledge if heis elected as Outside Director. The Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Minoru Furukawa and the Company.
Mr. Furukawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hitachi Zosen Corporation, where Mr. Furukawa serves as Advisor, and
the Group company. However, because such transactions in the most recent fiscal year account for less than 1% of eachcompany’s ordinary income, they do not affect the independence of Mr. Furukawa.
Mr. Furukawa’s role as Advisor at Hitachi Zosen Corporation is mainly to contribute to the business community and society,and he has not engaged in corporate management. Additionally, it has been five years since he left the office of Director of
Hitachi Zosen Corporation.

16

No.
7
Apr.
Apr.
Apr.
Apr.
Apr.
Jun.
Jun.
Jun.

Reappointment/Outside Director/Male

Date of birth
December 11, 1948 Age 73
Years as a Director 5 years
Class and number of the Company’s
Ordinary shares
Takao Koyamashares held
25,000 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Hitachi, Ltd.
2004 General Manager, Kanto Area Operation, Hitachi, Ltd.
2007 Vice President and Executive Officer; and General Manager of Kansai Area Operation,
Hitachi, Ltd.
2011 Representative Director, Executive Vice President and Executive Officer, Hitachi
Solutions, Ltd.
2012 Director, Executive Vice President and Executive Officer, Hitachi Solutions, Ltd.
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takao Koyama as a candidate for Outside Director and expected roles >As Vice President, Executive Officer and General Manager of Kansai Area Operation of Hitachi, Ltd., Mr. Takao Koyama
successively held such positions as Deputy General Manager of Corporate Sales & Marketing Group, followed by his
position as a Representative Director and Executive Vice President of Hitachi Solutions, Ltd. He has properly overseen
corporate management as an Outside Director since June 2017. The Company highly values his experience and capabilities,
and believes that he will provide supervision and advice based on his knowledge if he is elected as Outside Director. The
Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Takao Koyama and the Company.
Mr. Koyama satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

17

No.
8
Apr.
Jun.
Jun.
Apr.
Apr.
Apr.
Jun.
Apr.
Apr.
Jun.
Jun.
Apr.
Jun.
Jun.
Sep.
Jun.
Jun.
Apr.
Jun.

Reappointment/Outside Director/Male

Date of birth
November 26, 1947 Age 74
Years as a Director 4 years
Class and number of the Company’s
Ordinary shares
Tomokazu Yamazawa
shares held
25,740 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Keihanshin Electric Express Railway Co., Ltd. (currently Hankyu Hanshin
Holdings, Inc.)
1999 Deputy General Manager of Corporate Control Division and Head of Public Relations
Office, Hankyu Corporation
2000 Director and General Manager of Corporate Control Division, Hankyu Corporation
2002 Director, Hankyu Corporation
2002 President and Representative Director, Dai-ichi Hankyu Hotels Co., Ltd.
2005 President and Representative Director, Hankyu Hotel Management Co., Ltd.
2007 Director, Hankyu Hanshin Holdings, Inc.
2008 President and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Advisor, Hankyu Hanshin Hotels Co., Ltd.
2012 President and Representative Director, Hanshin Expressway Co., Ltd.
2014 Special Advisor, Hankyu Hanshin Hotels Co., Ltd.
2016 Special Advisor, Hanshin Expressway Co., Ltd.
2017 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, Charm Care Corporation (current position)2018 Outside Director, the Company (current position)2018 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2019 Honorary Advisor, Hankyu Hanshin Hotels Co., Ltd. (current position)2020 Senior Advisor, Hanshin Expressway Co., Ltd. (current position)(Significant concurrent positions)
Honorary Advisor, Hankyu Hanshin Hotels Co., Ltd.
Outside Director, Charm Care Corporation
Senior Advisor, Hanshin Expressway Co., Ltd.
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Tomokazu Yamazawa as a candidate for Outside Director and expected roles >Mr. Tomokazu Yamazawa has successively held such positions as Representative Director of the group companies ofHankyu Hanshin Holdings, Inc. as well as Representative Director of Hanshin Expressway Co., Ltd. Mr. Yamazawa hasproperly overseen corporate management as an Outside Director since June 2018. The Company highly values his
experience and capabilities, and believes that he will provide supervision and advice based on his knowledge if he is elected
as Outside Director. The Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Tomokazu Yamazawa and the Company.
Mr. Yamazawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hankyu Hanshin Hotels Co., Ltd., where Mr. Yamazawa serves as
Honorary Advisor, and the Group company. However, because such transactions in the most recent fiscal year account forless than 1% of each company’s ordinary income, they do not affect the independence of Mr. Yamazawa.
Mr. Yamazawa’s role as Honorary Advisor at Hanky Hanshin Hotels Co., Ltd. is mainly to contribute to the business
community and society, and he has not engaged in corporate management. Additionally, it has been fourteen years and ten
years since he left the office of Director of Hankyu Hanshin Holdings, Inc. and Director of Hankyu Hanshin Hotels Co.,
Ltd., respectively.

18

No.
9
Apr.
Apr.
Apr.
May
Jul.
Apr.
May
Jun.
Jun.
Apr.
Jun.
Jun.
Feb.

Reappointment/Outside Director/
FemaleDate of birth

October 6, 1960

Age

61

Years as a Director 2 years
Class and number of the Company’s
Ordinary shares
Atsuko Ogasawara
shares held
4,700 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1983 Joined The Mainichi Newspapers Co., Ltd.
2006 General Manager, Okayama Bureau, The Mainichi Newspapers Co., Ltd.
2008 General Manager, Economic Department, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2011 General Manager, Kyoto Bureau, The Mainichi Newspapers Co., Ltd.
2014 Deputy General Manager, Editorial Bureau, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2016 General Manager, General Business Bureau, The Mainichi Newspapers Co., Ltd.
2017 Director, Japan High School Baseball Federation (current position)2018 Deputy Representative, Osaka Headquarters, The Mainichi Newspapers Co., Ltd.
2018 Director, The Daido Life Foundation (current position)2020 Executive Director (Part-time), National University Corporation Osaka University(current position)2020 Outside Director, the Company (current position)2020 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2021 Director, Kansai Innovation Center (current position)(Significant concurrent positions)
Director, Japan High School Baseball Federation
Director, The Daido Life Foundation
Executive Director (Part-time), National University Corporation Osaka University
Director, Kansai Innovation Center
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Ms. Atsuko Ogasawara as a candidate for Outside Director and expected roles >Ms. Atsuko Ogasawara held key positions at The Mainichi Newspapers Co., Ltd. With her wide range of experience andachievements in the business world, Ms. Ogasawara has properly overseen corporate management as the first female
Director of the Company since June 2020. The Company highly values her experience and capabilities and believes that she
will provide supervision and advice based on her knowledge if she is elected as Outside Director. The Company, therefore,
proposes to reelect her as Outside Director.
<Independence>
There is no special interest between Ms. Atsuko Ogasawara and the Company.
Ms. Ogasawara satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
Notes: 1. Mr. Minoru Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara are
candidates for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Regulation for
Enforcement of the Companies Act.
Mr. Minoru Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara satisfy therequirements provided for by the Tokyo Stock Exchange and the criteria for independence set forth by theCompany. The Company, therefore, has submitted to the Exchange a notification designating them as
Independent Officers. If they are elected as originally proposed, they will continue to be Independent Officers.
2. Mr. Minoru Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara are currently
Outside Directors of the Company, and their respective terms of office as Outside Directors will be five (5) years
for both Mr. Minoru Furukawa and Mr. Takao Koyama, four (4) years for Mr. Tomokazu Yamazawa, and two (2)years for Ms. Atsuko Ogasawara at the conclusion of this General Meeting of Shareholders.
3. Liability limitation agreements with Outside Directors
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Directors to limit the liability for damages under Article 423, Paragraph 1 of theCompanies Act to the amount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that theduties of the Outside Directors are performed in good faith and without gross negligence. If Mr. Minoru
Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara are elected as Outside
Directors at this General Meeting of Shareholders, the Company plans to continue these agreements with them.
4. Directors and Officers liability insurance (hereinafter, “D&O insurance”) contract
The Company has concluded a D&O insurance contract that insures all Directors with an insurance company.
This contract will cover any damages that may arise in the event that Directors assume liability resulting fromthe execution of their duties. The term of the D&O insurance contract is one year and will be renewed upon the
Board of Directors’ resolution before the expiration date of the said term. If each candidate assumes office, they
will be insured under the insurance contract.

19

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for an eventuality in which the number of Audit & Supervisory Board Members falls short ofthat stipulated by laws and regulations, the Company proposes the election of one (1) substitute Audit &Supervisory Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Date of birth
March 31, 1949
Age
73
Years as an Audit &—Kenichi Yoshimoto
Supervisory Board Member
Class and number of the Company’s
Ordinary sharesshares held
- shares
Past experience (Positions and significant concurrent positions)1974 Assistant, Faculty of Economics, Wakayama University
1979 Associate Professor, Faculty of Economics, Wakayama University
1986 Associate Professor, School of Law, Osaka University
1994 Professor, School of Law, Osaka University
1997 Councilor, Osaka University
1999 Professor, Graduate School of Law and Politics, Osaka University
2003 Vice Chairman, Corporate Legal Committee, Osaka Chamber of Commerce andIndustry
2004 Dean, Osaka University Law School
2004 Professor, Graduate Schools, Osaka University
2005 General Manager, Legal Office, Osaka University
2006 External Director, FURUNO ELECTRIC CO., LTD.
2012 Professor, School of Law, Kobe Gakuin University
2012 Special Counsel, DAICHI LEGAL PROFESSIONAL CORPORATION (current
position)
2014 Councilor, Kobe Gakuin University
2016 Outside Director, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Special Counsel, DAICHI LEGAL PROFESSIONAL CORPORATION
Outside Director, The Senshu Ikeda Bank, Ltd.

Outside/Male

Apr.
Apr.
Apr.
Apr.
Aug.
Apr.
Jan.
Apr.
Apr.
Apr.
May
Apr.
Aug.
Apr.
Jun.

Notes: 1. There is no special interest between Mr. Kenichi Yoshimoto and the Company.
2. Mr. Kenichi Yoshimoto is a candidate for substitute Outside Audit & Supervisory Board Member and satisfies
the requirements provided for by the Tokyo Stock Exchange and the criteria for independence set forth by theCompany. Therefore, if he assumes office as Outside Audit & Supervisory Board Member, the Company willsubmit to the Exchange a notification designating him as Independent Officer.
3. The reason for nominating Mr. Kenichi Yoshimoto as a candidate for a substitute Outside Audit & Supervisory
Board Member is that we believe that he will be able to conduct objective and neutral audits of the legality of theCompany’s business execution and other matters based on his experience as a university professor and his
extensive insight.
Although he has not been involved in corporate management other than in his capacity as an outside director in
the past, the Company believes that he will be able to appropriately perform his duties as an Outside Audit &Supervisory Board Member for the abovementioned reasons.
4. Liability limitation agreements with substitute Outside Audit & Supervisory Board Members
In the event that Mr. Kenichi Yoshimoto assumes office as Outside Audit & Supervisory Board Member, theCompany intends to conclude a liability limitation agreement with him to limit the liability for damages under
Article 423, Paragraph 1 of the Companies Act to the amount stipulated in Article 425, Paragraph 1 of theCompanies Act, in accordance with stipulations in the Articles of Incorporation.
5. D&O insurance contract
The Company has concluded D&O insurance contract with an insurance company, which covers any damages
that may arise in the event that Audit & Supervisory Board Members assume liability resulting from theexecution of their duties.
If Mr. Kenichi Yoshimoto assumes office as Audit & Supervisory Board Member, he will be insured under the
insurance contract.

20

<Reference>

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
The Senshu Ikeda Group judges the independence of the respective candidates for Outside Directors/Audit &Supervisory Board Members according to the following criteria.
<Standard for judging the independence>
At the Senshu Ikeda Group, as a general rule, Outside Directors/Audit & Supervisory Board Members shall bethose who do not fall under any of the following requirements, at present or recently.1
1. A person who deems the Group to be a major2 business partner, or in the case of a company, an executing
person thereof.
2. A person who the Group deems to be a major business partner, or in the case of a company, an executing
person thereof.
3. A business consultant, an accounting specialist or a legal specialist who has received a large sum3 ofmoney and other properties other than Officers’ remuneration from the Group (or a quasi-executing
person who has belonged to the payee’s group).
4. A person who the Company deems to be a major shareholder4 of the Company, or in the case of acompany, an executing person thereof.
5. A payee of a large sum of donation from the Group, or a quasi-executing person of the payee’s group, inthe case where the receiver of the monies, etc., is an entity.
6. A former executing person of any of the Group companies in the past.5
7. A relative6 of a person (excluding those who are not significant) mentioned below:
A. A person who is mentioned in the aforementioned items 1 through 6
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees of anyof the Group companies
Notes:
1. Definition of “recently”: Refers to cases that might be regarded as almost “at present,” for example,
including the case where said person fell under any infringement requirement item since the content of a
proposal for the selection as Outside Director or Outside Audit & Supervisory Board Member wasdetermined.
2. Definition of “major”: Refers to 2% or more of the consolidated net sales per annum (Consolidated
ordinary income in case of the Company) for the nearest fiscal year, as a benchmark for judgment.
3. Definition of “a large sum”: Refers to a three-year average amount of ¥10 million or more per annum forthe past three years.
4. Definition of “major shareholder”: Refers to a shareholder who held 10% or more of the total voting
rights at the end of the nearest fiscal year.
5. Definition of “past”: Refers to “within 10 years up to the present.”
6. Definition of “relative”: Refers to “within the second degree of kinship of a person.”21

Proposal No. 5:

Reduction in the Amount of Legal Capital Surplus (Transfer of Legal Capital Surplus to
Other Capital Surplus)

1.

Reasons for the proposal(1) Introduction
The objective of reducing the amount of legal capital surplus pertaining to this proposal is to secure thefinancial resources to acquire the First Series of Class 7 Preferred Shares of the Company (hereinafter, the“Preferred Shares”), and to ensure the acquisition of the Preferred Shares. As stated in (2) below, theCompany believes that the acquisition of Preferred Shares will contribute to the maintenance andenhancement of the corporate value of the Company and to the overall interests of shareholders.
(2) Acquisition of the First Series of Class 7 Preferred Shares
The Company has issued twenty-five million (25,000,000) shares of Preferred Shares, and according to
Article 17, Paragraph 2 of the Articles of Incorporation of the Company, the Company may acquire thePreferred Shares within the extent permitted by laws and regulations from shareholders in possession of thePreferred Shares (hereinafter, “Preferred Shareholders”) on a date on or after July 1, 2022 as determined via
resolution of the Board of Directors (hereinafter, the “Acquisition Date”). In the event of acquiring thePreferred Shares in accordance with the previous paragraph, in exchange for the acquisition of the Preferred
Shares, the Company shall pay the Preferred Shareholders an amount consisting of 1,000 yen per share ofPreferred Shares plus the amount (for amounts less than one yen, calculated to three decimal places, andthen rounded to the second decimal place) (however, if preferred interim dividends are paid out to Preferred
Shareholders, etc. during the fiscal year in which the Acquisition Date falls, then this amount is eliminated)of preferred dividends pertaining to the Preferred Shares prorated by the number of days from the first date(including the same day) of the fiscal year in which the Acquisition Date falls until the day prior (including
the same day) to the Acquisition Date (Article 17, second sentence of Paragraph 2 and Paragraph 3 of the
Articles of Incorporation).
However, according to Article 17-2, Paragraph 1 of the Articles of Incorporation of the Company, theCompany may also acquire the Preferred Shares on March 31, 2025 in exchange for granting Preferred
Shareholders the number of shares of common stock obtained by dividing the amount obtained bymultiplying the number of Preferred Shares held by the amount equivalent to the payment amount per shareof Preferred Shares, by the market value of the common stock (this refers to the market price calculated inaccordance with a method stipulated in Article 17-2, Paragraph 2 of the Articles of Incorporation of theCompany. However, if said market price is lower than the “minimum acquisition price” stipulated in theproviso of the same paragraph, the “minimum acquisition price” shall be 464 yen unless adjustments are
made based on Article 17-2, Paragraph 3 of the Articles of Incorporation of the Company).
In this way, the Company is in a situation where it is possible to select either: 1. a method based on an
acquisition clause with cash as consideration; or 2. a method based on an acquisition clause with common
stock as consideration for the acquisition of Preferred Shares. However, based on Article 17, Paragraph 2 of
the Articles of Incorporation of the Company, the Company plans to acquire the Preferred Shares inexchange for the payment of cash on the Acquisition Date for the following reasons (hereinafter, the “Plan”).
a. Market credibility
From the start of the issuance of Preferred Shares, the Company has explained to Preferred
Shareholders that it plans to acquire Preferred Shares with cash as consideration in accordance with
Article 17, Paragraph 2 of the Articles of Incorporation of the Company. Therefore, we believe that
acquiring the Preferred Shares with cash as consideration is in accordance with our credibility in themarket.
b. Reduce dividend costs to Preferred Shareholders
Acquiring the Preferred Shares with common stock as consideration would necessitate paying
preferred dividends of 750 million yen per year until March 31, 2025. However, acquiring the Preferred
Shares at an early stage with cash as consideration would enable the dividend cost to the Preferred
Shareholders to be reduced.
c. Avoid dilution of common stock
Acquiring the Preferred Shares with common stock as consideration would result in an increase in thenumber of issued shares and the dilution of common stock. However, acquiring the Preferred Shareswith cash as consideration would enable such dilution of common stock to be avoided.
22

d. Maintain the capital adequacy ratio
Even if the Preferred Shares are acquired with cash as consideration, the consolidated capital
adequacy ratio of the Company and the non-consolidated and consolidated equity ratios of The Senshu
Ikeda Bank, Ltd. are expected to continue to meet the standards set by Basel III.
In this way, the Plan is in keeping with market credibility, contributes to reduced dividend costs to
Preferred Shareholders and the avoidance of the dilution of common stock, and presents no problems fromthe viewpoint of equity ratio. In view of this, we believe that it will contribute to the maintenance andimprovement of the Company’s corporate value and the overall interests of all shareholders, including
ordinary shareholders.
(3) Securing financial resources for the acquisition
As mentioned in (2) above, in the event of acquiring the Preferred Shares with cash as consideration,
the amount of cash to be paid to Preferred Shareholders, excluding the prorated portion of the preferred
dividends would be 25 billion yen (= 1,000 yen/share x 25,000,000 shares). Therefore, in order to secure
financial resources (other capital surplus) of 25 billion yen in advance and to effectively carry out thePlan, the Company requests the approval of shareholders to reduce the amount of legal capital surplus asdescribed in 2. below.
2.

Outline of reduction of legal capital surplus
a. Amount of legal capital surplus to be reduced
Reduce the amount of legal capital surplus of 65,499,286,962 yen as of March 31, 2022 by
25,000,000,000 yen.
b. Amount to be transferred to other capital surplus
Transfer the entire amount of 25,000,000,000 yen of legal capital surplus to be reduced due to a.
above to other capital surplus.
c. Effective dateJune 28, 2022 (scheduled)23

Initiatives regarding the Company’s Corporate Governance
1 Basic concept regarding corporate governance
The Company is a holding company with subsidiaries such as the Senshu Ikeda Bank, which upholds theManagement Principle of striving to become a financial group that “endear ourselves to the regional
community” by providing services tailored to customers’ needs, while valuing “broad networks ofrelationships” and “an enterprising spirit.” In order to ensure sustainable growth and the medium- to longterm enhancement of corporate value, the Company is engaged in initiatives to develop its corporate
governance in line with the following basic principles.
(1) We respect the rights of our shareholders and strive to ensure their quality.
(2) We consider the interests of stakeholders and strive to ensure appropriate cooperation.
(3) We disclose corporate information in an appropriate manner and strive to ensure the transparency ofsuch information.
(4) The Board of Directors and the Audit & Supervisory Board strive to enhance the effectiveness of theirsupervision and audits of the execution of business in line with their fiduciary responsibilities for ourshareholders.
(5) We strive to engage in constructive dialogue with our shareholders in order to contribute tosustainable growth and the medium- to long-term enhancement of corporate value.
Corporate governance structure of the Group
Appointment/Removal

General Meeting of Shareholders
Appointment/Removal

Accounting audit

Sustainability Committee
Risk Management Committee
Compliance Committee
ALM Committee
Efficiency Improvement Committee

Bringing
discussed
issues tomeetings/
ReportingCorporate Planning andGeneral Affairs Division
SX Strategy Office

The Senshu Ikeda Bank

Bringing important issues tomeetings/Reporting on
business execution

Management Committee

Group Strategy Division

General Meeting of Shareholders
Audit & Supervisory Board
Board of Directors

Personnel Committee
Remuneration Committee

Management Committee

Risk Management Committee
Compliance Committee
ALM Committee

Branches

Head Office

Joint coordination
Report on Audit
AdviceBoard of Directors

Audit & Supervisory Board

Appointment/
Supervision

Personnel Committee
Joint
Super- Remuneration Committee coordination
visionRepresentative
Directors

Report on Audit

Personnel Affairs DivisionInternal audit

General Risk Management Division

General Meeting of Shareholders
Audit & Supervisory Board
Board of Directors
Management Committee

Branches

Audit

Internal Audit Division

Directors/Executive Officers
Instruction/Direction

Senshu Ikeda Tokai Tokyo Securities

Senshu Ikeda Holdings

Accounting Auditors Report on Audit

Appointment/Removal

Compliance Committee

Head Office2 The Board of Directors and the Audit & Supervisory Board
The Company has formulated the following basic policy with regard to the policy for nominating candidates
for Directors and Audit & Supervisory Board Members of the Company.

<Basic policy for nominating candidates for Directors>
In accordance with its management philosophy, the Company nominates candidates for Directors based on
their potential to contribute to the Company’s sustainable growth and enhancement of medium- to longterm corporate value.
While the Company is required to have a certain number of Board members who are well versed in the
Company’s operations and its challenges, the diversity of expertise, experience and capability of the Board
members must be secured in order to ensure its independence and objectivity. From this perspective, it is
the Company’s basic policy to nominate individuals with thorough knowledge of the Company’s operations
and challenges as candidates for management executives and other executive director positions, andindividuals with a wide range of insights and background as candidates for Outside Directors.

<Basic policy for nominating candidates for Audit & Supervisory Board Members>
The Company appoints as candidates for Audit & Supervisory Board Members (including Outside Audit &Supervisory Board Members) persons who can be expected to ensure independence from businessexecutors and establish an excellent corporate governance system that is compatible with the sustainablegrowth and social credibility of the Company.
The Company secures various opportunities for substantive discussions and examinations by the Board of
Directors, and determines the number of members of the Board of Directors from the perspective ofemphasizing the speed of decision making. Currently, the Board of Directors is composed of nine Directors
and four Audit & Supervisory Board members.
All four independent outside directors have management experience at other companies.
Some of the Directors have experience in international departments and with overseas work, and all haveexcellent knowledge, experience and capabilities. In terms of gender, we have appointed female outside
directors, and in terms of work experience, some persons have had experience working in the media. In
addition, we have endeavored to ensure diversity in terms of age, with three persons in their fifties, three
persons in their sixties, and three persons in their seventies (following the approval of Proposal No. 3).

Composition of the Board of
Directors following approvalof Proposal No. 3
Internal Directors
Outside Directors

5

Including 1 female
Ratio of
Outside Directors

44.4 %

4

Initiatives regarding the Company’s Corporate Governance3 Skill Matrix of Directors
Skill

Corporate
management/
Governance

Financialaccounting

Riskmanagement/ Organization/
Personnel
ComplianceMarketing

IT/Digital

Social(ESG/SDGs)

Finance

RegionInternal Directors

Atsushi Ukawa
Takayuki Ota
Toshiyuki Wada
Hirohito Sakaguchi

External Directors

Osamu Tsukagoshi
Minoru Furukawa
Takao Koyama
Tomokazu Yamazawa
Atsuko Ogasawara* Each skill item is marked with

if the following criteria are met.

Corporate management/GovernanceHas a high level of insight into corporate management and governance, having had experience in top management,
management strategy, business management, and internal control supervisory departments or similar, and longexperience as an Outside Director.
Financial accounting
Has a high level of insight into finance and accounting, having had experience in finance departments, accounting
departments, or similar.
Risk management/ComplianceHas experience in risk management departments, legal departments, or similar, and a high level of insight into risk
management and compliance, such as being qualified as an attorney-at-law.
Organization/Personnel
Has a high level of insight into organizations and human resources, having had experience in human resource
departments, experience in the management of entire organizations as top management, or similar.
MarketingHas a high level of insight into marketing, having had experience in sales departments (including as a branch manager at
the Bank), or similar.
IT/DigitalHas a high level of insight into IT and Digital, having had experience in systems departments, IT strategy planning andformulating departments, or similar.
Social (ESG/SDGs)
Has a high level of insight into Social (including ESG), having had experience in departments planning and formulating
ESG-related measures, PR departments, or similar.
FinanceIs familiar with the banking business, domestic and overseas financial and economic conditions and regulatory trends,
having had experience working in the banking business or experience working for financial authorities, etc.
Regions
Is familiar with customers, trends, historical, geographical and cultural characteristics in the subsidiary bank’s businessareas, having had experience working at the Company or subsidiary bank.

4 Concept regarding the Company’s cross-shareholdings(1) Basic policy regarding cross-shareholdings.
Since the bank merger in 2010, the Company has reduced cross-shareholdings with the aim of reducing
the risk of shareholding.
Going forward, we will continue to reduce cross-shareholdings. The reduction of cross-shareholdings willcontinue on the assumption of sufficient dialogue with our business partners after comprehensively
considering matters such as the risk of shareholding and the efficiency of capital.
However, the Company may hold limited shares if this contributes to the medium- to long-term
enhancement of the corporate value of the Group and investees or if this is deemed necessary for thecreation of regional communities and for the revitalization of regional communities.
(2) Policy for FY2022 cross-shareholdings
The Company’s aim was to reduce the ratio of the fiscal year-end book value of cross-shareholdings(excluding shares deemed to be held) to less than 10% of consolidated net assets in fiscal 2021.
However, the Company has a considerable amount of holdings of shares deemed to be held and, in
addition to this aim, added the goal of reducing the ratio of cross-shareholdings (including shares deemed
to be held) to less than 20% of consolidated net assets. We aim to achieve these goals during the periodof the Fifth Medium-Term Business Plan (until the end of fiscal 2023).
(3) Holding status of cross-shareholdings
Balance of cross-shareholdings (including shares deemed to be held) and the Company’s consolidated net asset ratio(1) Balance sheet amount(2) Acquisition cost

Company consolidated net asset ratio((1)/ Company consolidated net asset)

282
192

(¥ billion)
45.0%

100.0
80.0
60.0

78.4

173

91.6
36.8%

79.0

40.0

184

20.0

(%)
157

152

50.0
40.0

69.2
27.8%

44.9

161

Number of securities

36.9

52.2

22.1% 42.0
18.1%
30.4

26.7

March
2019

March
2020

51.9

21.0%

51.7

26.1

20.4%

25.6

30.0
20.0
10.0
0.0

0
March
2010

March
2017

March
2018

March
2021

March
2022

Consolidated net asset ratio not including shares
deemed to be held: 10.2%

actual ratio in
March 2022

Initiatives regarding the Company’s Corporate Governance
1 Policy for Determining Remuneration for Officers
For details of the policy for determining remuneration for individual officers, please refer to page 51 of thisconvocation notice (Japanese original).

2 Officer remuneration for the 14th term (fiscal 2022)
Details of officer remuneration for the 14th term under the decision-making policy are as follows.
For persons concurrently serving at The Senshu Ikeda Bank, Ltd., the amount paid by the Bank is included.
1. Overall view of remuneration
Officer remuneration consists of basic remuneration, performance-linked remuneration, and stock
options.
Total amount (million yen)
Representative Director
and President

35.52 – 47.52

Representative Director
and Chairman

30.12 – 37.62

Director and Senior
Managing Executive Officer

22.20 – 27.60

Senior Managing
Executive Officer

19.80 – 25.20

Managing
Executive Officer

17.16 – 20.76

Executive Officer

16.32 – 18.57

Basic remuneration

Performance-linked remuneration

Stock options

2. Basic remuneration
The amount of remuneration is determined according to position, responsibilities, etc.

3. Performance-linked remuneration
The performance indicators for the 14th term are as follows, and the amount of performance-linked
remuneration fluctuates according to the achievement rate. If the achievement rate falls short of the range
shown below, the lower limit of the predetermined performance-linked remuneration amount shall be
paid, and if the achievement rate exceeds the range shown below, the upper limit shall be paid. The
target values for each index are determined by the Board of Directors.
Item
Profitability indicator
Future potential indicator
Soundness indicator

Performance index
Bank non-consolidated core business net income (excluding gains andlosses on investment trust cancelations)
Number of solutions
Capital adequacy ratio (holding company consolidated)

However, performance-linked remuneration shall not be paid if the following performance indicators set
by the Board of Directors are not achieved.
Bank non-consolidated core business net income(excluding gains and losses on investment trust cancelations)
Profit attributable to owners of parent(holding company consolidated)

For Directors other than the President and Chairman, a certain ratio of performance-linked remuneration
shall be determined by qualitative evaluation according to the performance status of each individual. The
Board of Directors shall establish evaluation criteria for the performance status, and shall delegate theevaluation of each individual based on these criteria to the President.
4. Non-monetary remuneration
The type of shares subject to stock acquisition rights to be granted as stock options shall be common
stock of the Company, and the number of shares subject to each stock acquisition right shall be 100
shares.
The amount equivalent to the payment amount for the stock acquisition rights shall be determined basedon position, responsibilities, and share price, etc. The determined amount is divided by the fair price ofstock acquisition rights calculated by a fair calculation method, such as the Black-Scholes model, toobtain the number of shares, and the number of shares divided by 100 shall be the number of units ofstock acquisition rights.
A claw-back clause for stock options shall be established, whereby in the event that there is deemed tohave been illegal or improper execution of duties, acts that violate the duty of due care or duty of loyalty
of a prudent manager, or acts equivalent thereto, the Company may acquire all the stock acquisitionrights held by the holder of said stock acquisition rights (limited to stock acquisition rights granted as nonmonetary remuneration of the Bank) without consideration.

Toward Vision ’25
Management Principle
Strive to become a financial group that “endear ourselves to the regional community” by providing
services tailored to customers’ needs, while valuing “broad networks of relationships” and “anenterprising spirit.”

Vision ’25
We contribute to building a future society where everyone can feel comfortable and thrive,by offering thorough solutions to our regional customers and developing our potential ability.
 now the various issues facing customers, and accurately provide the optimumK
solutions from customers’ point of view.……………………………………Customers
Basic Policy reate a workplace where employees can feel motivated, experience self-growth, andCengage in diverse activities by living up to customers’ expectations.……………Employees
 ontribute to the sustainable development of the regional communities
Cand the creation of safe and prosperous lives for regional customers throughour business activities.………………………………………… Regional communities

In May 2020, the 10-year anniversary of the merger, the Group formulated Vision ’25, the Group’s
vision for 2025, which will be a year of great growth of the Osaka-Kansai Japan Expo 2025.
Following the completion of the period of strengthening our business structure under the Fourth
Medium-Term Business Plan, we aim to realize our growth strategy with a view to Vision ’25
under the Fifth Medium-Term Business Plan.
May 2020

10-year anniversaryof the merger

2018

2020

Fourth Medium-Term Management Plan
1st Arrow Completed

2nd Arrow Completed(Fiscal 2021 to Fiscal 2023)

2021
Vision ’25

3rd Arrow Completed

Period of strengthening business structure

Fiscal 2022
Second year of
the Fifth Medium-Term
Management Plan

2023

Fifth Medium-Term
Management Plan

2025

2030

Osaka-Kansai
Japan Expo 2025

SDGs

Realization of Vision ’25
池田泉州ホールディングスグループは
持続可能な開発目標（SDGs）
を支援しています。

Towards the realization of Vision ’25 [Thorough Solutions]
Expand the balance sheet of potentials, which is the Group’s characteristics, towards therealization of Vision ’25, and develop a thorough solution business

Balance sheet of potentials (possibility’s balance sheet)
Advantages
Market(economic scale, gateway to Asia)
Innovation(Concentration of universities andresearch institutions, manybusiness openings)
Wealthy elderly, SMEs in diverse
industries

Open collaborations/open innovation
Industry, academia,
government, etc.
Other industries
Professional
businesses

Business
firms

Venturestartups

Growth opportunities
Umekita Second Phase (from 2024)

National
and local
government

Media

Financial
institutions

Research
institutions
Universities

A hub of greenery and innovation

Osaka-Kansai Japan Expo 2025

A living lab for a future society

Resources

Diverse human resourcesHigh added value
Strategic partners

Thorough
Thoroughsolutions
solutions

Prosperous business areas

Alliances

Customers
Customers
Realize
Realize
dreamsdreamsBe useful
Be useful
Needs/
Needs/
issuesissuesIncrease
Increase
empathyempathy

The entire area of the city of Osaka wasdesignated as “Super City” in April 2022.

Services, products

Employment support, businesssuccession, M&A support, etc.
Senshu Ikeda Tokai Tokyo
Securities, Shizen Soken, etc.

Increase
Increasepresence
presence

Increase
Increase
potential
potential

Expand the balance sheet of potentials with multiple networks and human resources development

Regions
Regions

High-quality solutions

Practicing the six key words in “The Growth S”, a bold challenge to a changing future society(Speed – ability to achieve breakthroughs, Small Success – starting from small successes,
Solution – problem solving, Support – accompaniment, Suitability – appropriate suggestions,Sustainability – seeking sustainability)

Sustainable Management
1 Sustainability Declaration

The Senshu Ikeda Holdings Group supports
池田泉州ホールディングスグループは
theSustainable Development
Goals (SDGs).
持続可能な開発目標（SDGs）
を支援しています。

The Senshu Ikeda Holdings Group contributes to therealization of sustainable regional communities and is
working to achieve its own sustainable growth by solving
regional issues through business activities utilizing a wide
range of partnerships, based on our management
philosophy.

Strengthen promotion and supervisory systems to incorporate SDGs and ESG into management,
and aim for “business model transformation”
We will set new goals and strengthen initiatives toward the realization of sustainable regional
communities and a carbon-free societyStrengthen
the sustainability system

New

New

Long-term sustainability goals

CO2 emission
reduction targets** Compared with 2013
Combined Scope 1 and Scope 2

Sustainability Committee
SX Strategy Office

New

Response to climate change(TCFD)

We will evaluate the risks and opportunities thatclimate change poses to the Company’s business,reflect them in our management strategy and risk
management, and strive for disclosure based on
TCFD recommendations.
Increase in credit-related costs
Up to ¥3.0 billion
petroleum/gas, consumable fuels
Target sectors Electricity,(including petroleum retail and wholesale)
Increase in credit-related costs
Physical risks
Up to approximately ¥5.0 billion
Product/service-related business operators who support
decarbonization, increased business opportunities for renewableenergy companies
Increased demand among companies for capital spending in
response to natural disasters

Opportunities

Risk*

Transition risks* Analysis based on scenarios of various specialized agencies (TCFD, IEA, etc.)

FY2020

FY2030

Down
39%

Down
60%

FY2050CarbonneutralSustainable finance goals
Cumulative amount of sustainable finance to be executedin FY2030(FY2022-FY2030)¥1.0 trillion

Initiatives for diversity and inclusion
1 Initiatives to realize diversity and inclusion (The Senshu Ikeda Bank, Ltd.)
Fostering a culture of mutual understanding
Unconscious
bias training

In order to foster a culture of mutual understanding, we provided training to executive personnel,
including officers, to eliminate unconscious bias.

Positive action in promoting women’s advancement
We have established the following numerical targets in order to promote the active participation of
women, and will work to achieve them by March 31, 2027.

Target 1: The percentage of women in managerial positions* shall be 30% or more
(21.6% as of March 31, 2022)

Action plan

Target 2: The percentage of childcare leave-taking shall be 100%for both men and women(44.9% for men, 100% for women, and 71.3% for both men and women as of March 31, 2022)* Managerial positions refer to positions in which the person is responsible for organizational management responsibilities as the person
in charge. Specifically, this refers to a person who is in a position of “deputy manager,” “assistant,” or above, with subordinates.

Female leader
training

As one of the “positive actions” to promote the active participation of women, we conduct training
targeting career design and motivation.

Gender-free initiatives

Uniform renewal

We renewed the uniforms in November 2021.
The new uniform consists solely of a blue blazer, and was
designed by Hiroko Koshino.
Previously, only women were required to wear the uniform, but
discussions were held at the “Uniform Review WG” comprising
The Ikeda Senshu Bank, Ltd. staff, and it was decided from agender free perspective that the design of the new uniform would
be a single design to be worn by all officers and employees ofbranches regardless of their gender.
For Head Office staff, we introduced casual business wear as partof creating an organizational culture that takes on new challenges
as well as promotes communication in the workplace, andcreates a more open, diverse and rewarding workplace.

Support for balancing work with childcare“Returning-towork support
meetings”

We hold “returning-to-work support meetings” as an opportunity for
employees who are in the same position, whether it be pre-childbirthor returning to work after childbirth, to get together. At thesemeetings we think about how to achieve balance for ourselves andabout future career development through information provided fromthe Bank, the exchange of information among participants, and theexperiences of senior employees. Since fiscal 2013, these meetings
have been held every month with over
1,800 participants in total, making it animportant network for employees from thepre-childbirth stage to the child raising
stage, irrespective of gender.

Returning-to-work support
meetings

Planning Diary
PAPA’S HAND
BOOK

Shared use ofCompany-led
daycare centers

To celebrate female employees who give birth, we
present them with a Planning Diary, which is a
support tool for when they return to work.
In addition, in order to create synergy between workand family, we present men whose partners havegiven birth with “PAPA’S HAND BOOK,” whichcontains a great deal of information necessary forparents following the birth of a child.
We also offer messages of congratulations to newparents from the President.
As the chronic shortage of daycare centers
continues, we are actively promoting the shared useof Company-led daycare centers. Companies takethe initiative in securing daycare centers andsupporting employees’ return to work after taking
childcare leave.

PAPA’S HAND BOOK

Improving work-life balance

Operating the
kid’s banking
college

Since fiscal 2015, we have been operating the “kid’sbanking college” at actual branches for the childrenof employees. Having parents and children think
together about working while learning about thefunctions of banks and the professions of parents
makes it possible to improve the work-life balance ofthe employees themselves.
Parents and their children can enjoy participating inthis event, where employees’ children are allowed toactually wear the uniform, explore inside the bank,and interview their moms and dads about what ischallenging and worthwhile in doing their work.
kid’s banking college

2 External evaluation (The Senshu Ikeda Bank, Ltd.)
Eruboshicertification

A system of certification for companies that promote the active
participation of women
In 2016, we acquired the highest “three-star level.”

Platinum
KuruminA system of certification for companies that are working tosupport the balance between work and childcare
In 2017, we acquired “Kurumin” and in 2020 we acquired“Platinum Kurumin” as a company that met the highest standards.

Commendation forcompanies promoting
equality and compatibility(Ministry of Health, Labourand Welfare)In fiscal 2016, we received the “Minister of Health, Labour and Welfare Excellence Award”
in the equal promotion company division of the “Equality and Compatibility Promotion Company
Awards.”Osaka City Women’s
Advancement Leading
Company Mayoral
Commendation (Osaka City)

From among the 95 organizations certified from January to December 2016, we received the“Excellence Award” as a company that is particularly advanced or is continuing to make steadyefforts.

Osaka Sakuyahime Award(Osaka Chamber ofCommerce and Industry)Three people in fiscal 2016, one person in fiscal 2017, and one person in fiscal 2018 received the“Activity Award,” and one person in fiscal 2019 received the “Osaka Sakuyahime Award.”