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, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8714)
May 31, 2019
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 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 10th Annual General Meeting of Shareholders of Senshu Ikeda
Holdings, Inc. (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you may still exercise your voting rights in writing or electronically(on the Internet). Please review the Reference Documents for the General Meeting of Shareholders describedhereinafter, then follow the methods described on pages 2 to 4 to exercise your voting rights by 5:40 p.m., on
Monday, June 24, 2019, Japan time.
1. Date and Time:

Tuesday, June 25, 2019, 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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 10th Fiscal Year (from April 1, 2018, to March 31, 2019) 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 10th Fiscal Year(from April 1, 2018, to March 31, 2019)

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
End1

Guide to the Exercise of Voting Rights
If you are attending the meeting:Date and time of the meeting: 10 a.m., Tuesday, June 25, 2019
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the convention center on the day of the meeting for confirmation.
Exercise of voting rights in writing
Deadline for exercising voting rights: Arrival until 5:40 p.m., Monday, June 24, 2019You are kindly requested to mark and return the Voting Rights Exercise Form with your vote of approval ordisapproval via mail by no later than the deadline above.
Exercise of voting rights via the Internet, etc.
Deadline for exercising voting rights: Until 5:40 p.m., Monday, June 24, 2019You are kindly requested to access the voting website (https://evote.tr.mufg.jp/) and follow the on-screen
instructions to indicate your approval or disapproval of each proposal.
Refer to pages 3 and 4 for details.

◎ Of 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 (http://www.senshuikeda-hd.co.jp/) and are therefore not included withthis document.
1. Business Report(1) Matters concerning stock subscription rights, etc. of the Company(2) Matters concerning the accounting auditor(3) Basic policy regarding the party who controls decisions on the Company's financial and business
policies(4) Structure to ensure the adequacy of business operation and its management status(5) Matters concerning specified wholly owned subsidiaries(6) Matters concerning transactions with the parent, etc.
(7) Matters concerning accounting advisors(8) 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 Audit & Supervisory Board Members in preparing the
Audit Report and by the Accounting Auditor in preparing the Accounting Audit Report.
◎ In the event that any revisions to the Business Report, the Consolidated Financial Statements, theNon-consolidated 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(http://www.senshuikeda-hd.co.jp/).

2

Procedures for the Exercise of Voting Rights via the Internet
Exercise of Voting Rights Website
If using a smartphone: Method by scanning the QR CodeYou can log into the voting website by scanning the “Login QR Code” without entering the “Login ID”
and “Temporary Password.”
You can exercise your voting rights by the following method only once.
If you log into the voting website a second time and for subsequent logins, please log in by following theguidance provided on the following page.

Method by entering Login ID and Temporary Password
Access the Exercise of Voting Rights Website
https://evote.tr.mufg.jp/
1 Click 次の画面へ (NEXT) .
2 Enter the ログインID (log-in ID) and 仮パスワード(temporary password) given at the right bottom of
the Voting Rights Exercise Form, and3 Click ログイン（LOG-IN）.

Hereinafter, please follow the on-screen input guidance and indicate your approval or disapproval.
Although the exercise of voting rights via the Internet will be acceptable until 5:40 p.m., Monday, June 24,
2019, your early exercise is recommended.
If you are unclear as to the operation of your PC and other devices regarding the exercise of voting rights via
the Internet, please contact the “Help Desk” by calling the following number.
For inquiries about the system or other 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.)

To institutional investors:

Nominee Shareholders (including standing proxies) may apply in advance to ICJ to exercise their voting rights
electronically through the “Electronic Voting Platform,” which is operated by ICJ Inc., established by Tokyo
Stock Exchange, Inc., and other entities, as a means via the Internet to participate in the general meeting ofshareholders of the Company.

3

The exercise of voting rights via the Internet is possible only by accessing the Exercise of Voting Rights
Website (https://evote.tr.mufg.jp/) designated by the Company either from a computer or a smartphone, or amobile phone (i-mode, EZweb or Yahoo!Ketai).* (However, this website is not available from 2 a.m. to 5 a.m.
daily.)
There are two ways to accept votes on the Exercise of Voting Rights Website, and the shareholder’s vote shallbe automatically sorted depending on the operating environment of the shareholder’s communicationequipment.
*i-mode, EZweb and Yahoo! are trademarks or registered trademarks of NTT DoCoMo Inc., KDDI CORPORATION andYahoo! Inc., respectively.

When using computers or smartphones:
The exercise of voting rights on the voting website for computers or smartphones might be disabled byoperating environments, including the use of a firewall when accessing the Internet, the use of antivirus
software, the use of a proxy server and/or the type/specifications of the OS or browser software.
At the voting website (https://evote.tr.mufg.jp/), use the log-in ID and temporary password given on theenclosed Voting Rights Exercise Form and follow the on-screen instructions to indicate your approval ordisapproval of each proposal.
Cautionary Statement:

To protect against illegal access by persons other than qualified shareholders (“spoofing”) and themanipulation of voting details, please be aware that shareholders using the Exercise of Voting Rights
Website will be asked to change their temporary password.

Whenever the next general meeting of shareholders is convoked, new temporary passwords will be
issued.



If you have exercised your voting rights both by mail and via the Internet, those exercised via the Internet
will be taken as valid.



If you have exercised your voting rights multiple times on the Internet, the final vote will be considered
as valid. If you have exercised your voting rights both on the website for computers and/or smartphones
and on the website for mobile phones, the final vote cast will be considered as valid.



The costs incurred when accessing the Exercise of Voting Rights Website, including Internet access fees
and telephone rates, will be the responsibility of the shareholder. Similarly, fees required to use mobile
phones, such as packet transmission fees, will also be the responsibility of the shareholder.

4Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
In view of its public position as a banking holding company, the Company determines dividends incomprehensive consideration of the condition of business results and the management environment, etc.
while ensuring the health of its financial standing by appropriately enhancing internal reserves. The
Company plans to utilize these funds for measures such as investment in future business expansion andstrengthening of its financial standing.
In comprehensive consideration of the condition of business results and the management environment,
etc., the Company proposes that the dividends of surplus for the fiscal year ended March 31, 2019 be as
described below.
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 7.5 yen per share (thereby making theannual dividend including the interim dividend 15 yen per share).
The total amount of dividends in this case will be 2,480,320,313 yen.
(3) Effective date of distribution of surplus
June 26, 20195

Proposal No. 2: Partial Amendments to the Articles of Incorporation
In accordance with the capital policies, the Company acquired and canceled the Class 3 Preferred Shareson March 28, 2019 as scheduled. The Company, therefore, proposes to delete the provisions regarding theClass 3 Preferred Shares.
(Content of changes to the Articles of Incorporation)(Underlines indicate changed sections.)

Present Articles of Incorporation(Total Number of Shares Authorized to be Issued)

Proposal to Amend the Articles of Incorporation(Total Number of Shares Authorized to be Issued)

Article 6

Article 6(Omitted)(Unchanged)(2) The aggregate number of shares authorized to(2) The aggregate number of shares authorized to

be issued by the Company shall be as follows.

be issued by the Company shall be as follows.

Ordinary Shares:

Ordinary Shares:

eight-hundred fifty million, fifty thousand

eight-hundred fifty million, fifty thousand(850,050,000) shares(850,050,000) shares(Deleted)

Class 3 Preferred Shares:
seven million five hundred thousand(7,500,000) shares
The First Series of Class 7 Preferred Shares:

The First Series of Class 7 Preferred Shares:

twenty-five million (25,000,000) shares

twenty-five million (25,000,000) shares

6

Present Articles of Incorporation(Preferred Dividends)

Proposal to Amend the Articles of Incorporation(Preferred Dividends)

Article 14 The Company shall distribute cash

Article 14 The Company shall distribute cash

dividends from surplus on Preferred Shares

dividends from surplus on Preferred Shares(hereinafter referred to as the “Preferred(hereinafter referred to as the “Preferred

Dividends”) in such respective amount as

Dividends”) in such amount as prescribed below toprescribed below to the holders of Preferred Shares

the holders of Preferred Shares (hereinafter referred(hereinafter referred to as the “Preferred

to as the “Preferred Shareholders”) or registered

Shareholders”) or registered share pledgees whoshare pledgees who hold pledges over Preferredhold pledges over Preferred Shares (hereinafter

Shares (hereinafter referred to as the “Registeredreferred to as the “Registered Preferred Share

Preferred Share Pledgees”), when distributing

Pledgees”), when distributing year-end dividends as

year-end dividends as stipulated in Article 50, withstipulated in Article 50, with priority over thepriority over the holders of Ordinary Shares

holders of Ordinary Shares (hereinafter referred to(hereinafter referred to as the “Ordinary

as the “Ordinary Shareholders”) or registered share

Shareholders”) or registered share pledgees who

pledgees who hold pledges over Ordinary Shares

hold pledges over Ordinary Shares (hereinafter(hereinafter referred to as the “Registered Ordinaryreferred to as the “Registered Ordinary Share

Share Pledgees”). However, if preferred interim

Pledgees”). However, if preferred interim dividends

dividends as defined in Article 14-2 are paid out

as defined in Article 14-2 are paid out during theduring the fiscal year, the amount will be after

fiscal year, the amount will be after subtraction ofsubtraction of this amount.

this amount.
(Deleted)

Class 3 Preferred Shares:
70 yen per share. However, concerning
preferred dividends with an effective date ofMarch 31, 2014, payment shall not be made,and for preferred dividends with an effective
date of March 31, 2015, payment of 70.7 yen
per share shall be made.
The First Series of Class 7 Preferred Shares:

The First Series of Class 7 Preferred Shares:(Omitted)(Unchanged)

7

Present Articles of Incorporation(Preferred Interim Dividends)

Proposal to Amend the Articles of Incorporation(Preferred Interim Dividends)

Article 14-2

Article 14-2

In the event of payment of Interim

In the event of payment of Interim

Dividends provided for in Article 51 (hereinafter

Dividends provided for in Article 51 (hereinafter

the “Preferred Interim Dividends”), the Company

the “Preferred Interim Dividends”), the Company

shall make a cash distribution from surplus in suchshall make a cash distribution from surplus in suchrespective amount as prescribed below for eachamount as prescribed below for each class ofclass of Preferred Shares to the PreferredPreferred Shares to the Preferred Shareholders or

Shareholders or Registered Preferred Share

Registered Preferred Share Pledgees with priority

Pledgees with priority over the Ordinary

over the Ordinary Shareholders or Registered

Shareholders or Registered Ordinary Share

Ordinary Share Pledgees.

Pledgees.
(Deleted)

Class 3 Preferred Shares:
35 yen per shareFirst Series of Class 7 Preferred Shares:

First Series of Class 7 Preferred Shares:(Omitted)(Unchanged)(Distribution of Residual Assets)(Distribution of Residual Assets)

Article 15

Article 15

If the Company distributes its residual

If the Company distributes its residual

assets in cash upon liquidation, the Company shallassets in cash upon liquidation, the Company shall

pay cash to the Preferred Shareholders or

pay cash to the Preferred Shareholders orRegistered Preferred Share Pledgees with priority

Registered Preferred Share Pledgees with priority

over the Ordinary Shareholders or Registeredover the Ordinary Shareholders or Registered

Ordinary Share Pledgees in such respective amount

Ordinary Share Pledgees in such amount asas prescribed below:

prescribed below:(Deleted)

Class 3 Preferred Shares:
2,000 yen per share
The First Series of Class 7 Preferred Shares:

The First Series of Class 7 Preferred Shares:(Omitted)(Unchanged)

8

Present Articles of Incorporation(Voting Rights for Preferred Shares)

Proposal to Amend the Articles of Incorporation(Voting Rights for Preferred Shares)

Article 16

Article 16

Unless otherwise provided for by laws

Unless otherwise provided for by laws

and regulations, the Preferred Shareholders shalland regulations, the Preferred Shareholders shallnot have voting rights at any general meeting of

not have voting rights at any general meeting ofshareholders; provided, however, that the Preferredshareholders.

Shareholders, excluding Preferred Shareholders that

(Deleted)

hold the First Series of Class 7 Preferred Shares,
shall have voting rights from (i) the commencementof an ordinary general meeting of shareholders in
the event that no proposal for declaration of the fullamount (if Preferred Interim Dividends are paid,
then this amount is eliminated) of Preferred
Dividends be paid to the Preferred Shareholders is
submitted to such ordinary general meeting ofshareholders or (ii) the close of an ordinary general
meeting of shareholders in the event that suchproposal to pay the full amount (if Preferred Interim
Dividends are paid, then this amount is eliminated)of Preferred Dividends is rejected at such ordinary
general meeting of shareholders, until, in either
case, a proposal for declaration of the full amount(if Preferred Interim Dividends are paid, then thisamount is eliminated) of Preferred Dividends be
paid to the Preferred Shareholders is approved at an
ordinary general meeting of shareholders.

9Present Articles of Incorporation(Acquisition of Preferred Shares with Cash

Proposal to Amend the Articles of Incorporation(Acquisition of Preferred Shares with Cash

Compensation)

Compensation)

Article 17

Article 17

On a date on or after March 28, 2019

(Deleted)

as of a date determined via resolution of the Boardof Directors subsequent to the issuance of Class 3
Preferred Shares (hereinafter the “Class 3 Preferred
Shares Acquisition Date”), the Company may
acquire all or a part of the Class 3 Preferred Sharesin exchange for cash in the amount of the sum of
2,000 yen per share of Class 3 Preferred Shares andthe pro-rated amount (for amounts less than one
yen, calculated to three decimal places, and thenrounded to the nearest whole yen) (however, if
Preferred Interim Dividends are paid out toPreferred Shareholders holding Class 3 Preferred
Shares or Registered Preferred Share Pledgees
holding Class 3 Preferred Shares during the fiscal
year in which the Class 3 Preferred Shares
Acquisition Date falls, then this amount iseliminated) of Preferred Dividends from the firstdate (including the same day) of the fiscal year inwhich the Class 3 Preferred Shares Acquisition
Date falls until the day prior (including the sameday) to the Class 3 Preferred Shares Acquisition
Date.
(2)

(Omitted)(2)(Unchanged)(Order of Priority)(Order of Priority)

Article 19

Article 19

All classes of Preferred Shares shallrank pari passu with each other in respect of thepayment of Preferred Dividends and PreferredInterim Dividends and the distribution of residual
assets.

10(Deleted)Proposal No. 3: Election of Nine (9) Directors
The terms of office of all ten (10) Directors: Atsushi Ukawa, Takayuki Ota, Motoshi Inoue, Hiroo Maeno,
Yasuki Hosomi, Shinji Inoue, Kazuo Hiramatsu, Minoru Furukawa, Takao Koyama and Tomokazu
Yamazawa will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect nine (9) Directors including three (3) Outside Directors.
The candidates for Directors are as follows.
The selection of candidates for Directors is determined by the Board of Directors in accordance with the“Basic policy for nominating candidates for Directors” and “Procedures for nominating candidates for
Directors”.
< 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
long-term corporate value.
While the Company is required to have a certain number of the Board members who are well versed in
the operations and challenges the Company faces, the diversity of expertise, experience and capability of
the Board 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 selection ofcandidates for Directors are deliberated and finalized by the Board of Directors based on a result of thereview by the said committee.
No.
1
2
3
4
5
6
7

Name

8

Takao Koyama

9

Tomokazu Yamazawa

Atsushi Ukawa
Takayuki Ota
Hiroo Maeno
Yasuki Hosomi
Shinji Inoue
Hiromasa Hirai
Minoru Furukawa(Reappointment)(Reappointment)(Reappointment)(Reappointment)(Reappointment)(New Appointment)(Reappointment)(Outside Director)(Reappointment)(Outside Director)(Reappointment)(Outside Director)

11

Current position within the Company
Representative Director, President and CEO
Representative Director and Chairman
Director
Director
Director
Director
Director
Director

No.
1

Apr.
Aug.
Nov.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment

Date of birth
July 19, 1956
Years as a Director
7 years
Number and class of the Company’s
Ordinary shares
Atsushi Ukawa
shares held
22,600 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

Date of birthJanuary 29, 1958
Years as a Director
3 years
Number and class of the Company’s
Ordinary shares
Takayuki Ota
shares held
21,180 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.

12

No.
3

Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment

Date of birthJanuary 30, 1962
Years as a Director
5 years
Number and class of the Company’s
Ordinary shares
Hiroo Maeno
shares held
20,700 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2012 General Manager, General Risk Management Division, the Company
2012 General Manager, Risk Management Division, The Senshu Ikeda Bank, Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Director, the Company (current position)2014 Director, The Senshu Ikeda Bank, Ltd.
2016 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. Hiroo Maeno as a candidate for Director >Mr. Hiroo Maeno has long experience in the Corporate Planning Headquarters of The Senshu Ikeda Bank, Ltd., a Group
company. After having served in the Loan department, the Risk Management and several other Headquarters, he assumed
the position of Director of the Company. He successively held the positions of Director in charge of the Risk Management
Headquarters and General Manager of the Personnel Division. He is especially well versed in the Corporate Planning and
Risk Management Headquarters. Accordingly, the Company believes that he has abundant knowledge and experience toensure precise, fair and efficient execution of the business of the Group and sufficiently high social credibility.

No.
4

Apr.
Apr.
Jun.
Jun.
Jun.
Jun.

Reappointment

Date of birth
February 15, 1963
Years as a Director
3 years
Number
and
class
of
the
Company’s
Ordinary shares
Yasuki Hosomi
shares held
29,488 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2012 General Manager, Sakai Branch, The Senshu Ikeda Bank, Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2015 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company (current position)2016 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. Yasuki Hosomi as a candidate for Director >Mr. Yasuki Hosomi has long experience in the business offices of The Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager mainly in the CS department. He has considerable achievements in serving as
Director in charge of the CS department subsequent to his appointment as Director. Accordingly, the Company believes that
he has abundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of theGroup and sufficiently high social credibility.

13

No.
5

Apr.
Mar.
Jun.
Jun.
Jun.
Jun.

Reappointment

Date of birth
July 26, 1961
Years as a Director
1 yearNumber and class of the Company’s
Ordinary shares
Shinji Inoueshares held
18,262 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2014 General Manager, Abeno Harukas Branch, The Senshu Ikeda Bank, Ltd.
2014 Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Director, the Company (current position)2018 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. Shinji Inoue as a candidate for Director >Mr. Shinji Inoue successively held the positions of General Manager of the Risk Management, Loan and CS departments.
He also has considerable achievements in serving as Director in charge of the operation & system department subsequent to
his appointment as Director. The Company believes that he has abundant knowledge and experience to ensure precise, fairand efficient execution of the overall business of the Group and sufficiently high social credibility.

No.
6

Apr.
Nov.
Aug.
Jun.
Jun.

New Appointment

Date of birth
April 2, 1963
Years as a Director—
Number and class of the Company’s
Ordinary shares
Hiromasa Hirai
shares held
11,670 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1987 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2011 General Manager, Private Banking Division, The Senshu Ikeda Bank, Ltd2014 Senior Managing Director, Senshu Ikeda Capital Co., Ltd.
2015 Representative Director and President, Senshu Ikeda Capital Co., Ltd.
2017 Executive Officer, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent positions)Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Hiromasa Hirai as a candidate for Director >Mr. Hiromasa Hirai has successively served as General Manager in charge of Market Operations and Private Banking of
The Senshu Ikeda Bank, Ltd., a Group company, and as President of a business investment and consultation company. He
assumed office as Director in charge of the Market Operations of The Senshu Ikeda Bank, Ltd. since May 2018. The
Company 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.
7

Apr.
Jun.
Apr.
Jun.
Apr.
Jun.
Apr.
Apr.
Jun.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Outside Director

Date of birthJune 13, 1943
Years as a Director
2 years
Number and class of the Company’s
Ordinary shares
Minoru Furukawa
shares held
5,000 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 Corporation (current position)2017 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)(Significant concurrent positions)
Senior Corporate Advisor, Hitachi Zosen Corporation
Outside Director, UNITIKA LTD.
Outside Director, OKK Corporation
Outside Director, The Midori Kai Co., Ltd.
Outside Director, Osaka International Convention Center Corporation
Outside Audit & Supervisory Board Member, Osaka District Development Company,
Incorporated
Vice Chairman, 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 >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. With his wide range of experience and high level of views as well as his sufficiently high social credibility, theCompany believes that he will be able to fulfill the role of Outside Director.

15

No.
8

Apr.
Apr.
Apr.
Apr.
Apr.
Jun.
Jun.
Jun.

Reappointment/Outside Director

Date of birth
December 11, 1948
Years as a Director
2 years
Number and class of the Company’s
Ordinary shares
Takao Koyamashares held
5,000 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 >As a Vice President, Executive Officer and Branch President of Kansai Branch Office, 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. With his wide range ofexperience and high level of views as well as his sufficiently high social credibility, the Company believes that he will beable to fulfill the role of Outside Director.

No.
9

Apr.
Jun.
Jun.
Apr.
Apr.
Apr.
Jun.
Apr.
Apr.
Jun.
Jun.
Apr.
Jun.
Jun.
Sep.
Jun.
Jun.

Reappointment/Outside Director

Date of birth
November 26, 1947
Years as a Director
1 yearNumber and class of the Company’s
Ordinary shares
Tomokazu Yamazawa
shares held
5,740 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 Company Limited
2014 Special Advisor, Hankyu Hanshin Hotels Co., Ltd. (current position)2016 Special Advisor, Hanshin Expressway Co., Ltd. (current position)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)(Significant concurrent positions)
Special Advisor, Hankyu Hanshin Hotels Co., Ltd.
Special Advisor, Hanshin Expressway Company Limited
Outside Director, Charm Care Corporation.
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Tomokazu Yamazawa as a candidate for Outside Director >Mr. Tomokazu Yamazawa has successively held such positions as Representative Director of the group companies of Hankyu
Hanshin Holdings, Inc. as well as Representative Director of Hanshin Expressway Co., Ltd. With his wide range ofexperience and high level of views as well as his sufficiently high social credibility, the Company believes that he will beable to fulfill the role of Outside Director.

16Notes: 1. There is no special interest between the candidates and the Company.
2. Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa are candidates for Outside Directors as
stipulated in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Japanese Companies Act.
The Company has submitted to the Tokyo Stock Exchange a notification designating Mr. Minoru Furukawa, Mr.
Takao Koyama and Mr. Tomokazu Yamazawa as Independent Officers pursuant to the regulations of the Tokyo
Stock Exchange. If the election of Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa isapproved, they will continue to be Independent Officers.
3. Although Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa are currently Outside
Directors of the Company, their terms of office as Outside Directors will be two (2) years for both Mr. Minoru
Furukawa and Mr. Takao Koyama, and one (1) year for and Mr. Tomokazu Yamazawa at the conclusion of this
General Meeting of Shareholders.
4. 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 liabilities of Article 423, Paragraph 1 of the Companies Act to theamount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that the duties of the Outside
Directors are performed in good faith and without gross negligence.
If Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa are elected as Outside Directors at
this General Meeting of Shareholders, the Company plans to continue this agreement with the three (3)reappointed Directors.

17

<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.”End18