These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translations and the Japanese originals, the originals shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formof damages arising from the translations.

(Securities Code: 7167)
June 3 , 2024
(Date of commencement of electronic provision measures: May 29, 2024)
To Shareholders with Voting Rights:
Tetsuya Akino
President
Mebuki Financial Group, Inc.
2-1-1 Nihonbashi Muromachi,
Chuo-ku,Tokyo, JapanNOTICE OF CONVOCATION OF
THE 8TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 8th Ordinary General Meeting of Shareholders (the “Meeting”) of Mebuki Financial Group, Inc. (the“Company”) will be held as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”). Please review the matters subject to theelectronic provision measures posted on the Company’s website as “Notice of Convocation of The 8th Ordinary
General Meeting of Shareholders.”

The Company’s website (Shareholders Meeting):
https://www.mebuki-fg.co.jp/eng/shareholder/stock/generalmeeting.html
In addition to the website shown above, the Company has also posted this information on the following Tokyo
Stock Exchange (TSE) website. To view the information, please access the TSE website below, enter “Mebuki
Financial Group” in the “Issue name (company name)” field or “7167” in the “Code” field, and click on“Search” to find search results. Then, please select “Basic information” and “Documents for public
inspection/PR information” in that order.
TSE website (Tokyo Stock Exchange Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show1

1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

2. Place:

Head Office 3rd Floor Main Conference Room, The Ashikaga Bank, Ltd.
1-25, Sakura 4-chome, Utsunomiya, Tochigi, Japan(The Company’s Utsunomiya Head Office location, Utsunomiya City,
has been chosen as the Meeting venue. Please refer to “The Venue
Information for the Ordinary General Meeting of Shareholders” (Japaneseonly) at the end of the notice for details.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee for the Company’s 8 th
Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Non-consolidated Financial Statements for the Company’s 8th Fiscal Year(from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 2: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
Proposal No. 3: Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
Please note that no live broadcast venue will be set up for the Meeting, and no gifts will be provided to shareholders
attending the Meeting. We appreciate your understanding.

2

4. Exercise of Voting Rights:
Exercise of Voting Rights via
Attendance at the Meeting
Please bring the notice with you
and submit the enclosed Voting
Rights Exercise Form to thereception upon arrival.

Exercise of Voting Rights by Post Exercise of Voting Rights via theInternet, etc.
Please refer to the guidance page
Please vote for or against the(Japanese only) and choose either
proposals on the enclosed Voting
Rights Exercise Form and return it “method to enter login ID andby post so that it is received by the temporary password” or “method
to scan QR code” to vote for or
deadline. Please use the sticker on
the Form to cover and protect your against the proposals by thedeadline.
information.

Date and Time:
Wednesday, June 26, 2024 at
10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

Deadline:
Tuesday, June 25, 2024 at
5:00 p.m. (JST)

Deadline:
Tuesday, June 25, 2024 at
5:00 p.m. (JST)(1) Handling of duplicate voting
If you vote both by post on the Voting Rights Exercise Form and via the Internet, etc., only your vote placed
via the Internet, etc., will be deemed valid.
In addition, if you vote multiple times via the Internet, etc., only your last vote will be deemed valid.
(2) Matters subject to the electronic provision measures that are not provided in the paper-based documents
delivered to shareholders
A. For this Meeting, the Company will send paper-based documents of the matters subject to electronic
provision measures to all shareholders regardless of whether they made a request for delivery of
documents. However, in accordance with laws and regulations as well as Article 14 of the Articles
of Incorporation of the Company, items (i) through (iii) below are not included with the paper-based
documents.
(i) “Matters regarding stock acquisition rights” in the Business Report(ii) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(iii) “Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements audited by the Audit and Supervisory Committee are the Business Report, Consolidated
Financial Statements, and Non-consolidated Financial Statements attached to this notice as well as
items (i) through (iii) above posted on the Company’s website. The Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Accounting Auditor are theConsolidated Financial Statements and Non-consolidated Financial Statements attached to this notice
as well as items (ii) and (iii) above posted on the Company’s website.
B. Please note that any revision to matters in the Reference Documents for the General Meeting of
Shareholders, the Business Report, Consolidated Financial Statements, and Non-consolidated
Financial Statements will be posted on the Company’s website.
(3) Any voting right exercised without indicating approval or disapproval for a particular proposal will becounted as a vote for approval of the proposal.
(4) A video of the Meeting is to be distributed after the conclusion of the Meeting (to be posted from 5:00p.m.
JST on the meeting date) on the Company’s website. For inquiries about the video, please contact:
General Affairs Group, Corporate Management Department, Mebuki Financial Group, Inc.
TEL: +81-29-233-1151 (operating hours: 9:00a.m. - 5:00p.m. JST on weekdays)
The Company’s website (in Japanese): https://www.mebuki-fg.co.jp/shareholder/stock/generalmeeting.html
End◎ If you exercise voting rights by proxy, please appoint as a proxy one of the other shareholders holding voting
rights of the Company. You cannot appoint more than one shareholder as your proxy. (However, an assisting
person, guide dog, hearing dog, service dog, or other assistance animal will be allowed entry to assist ashareholder with physical disability.)◎ Please note that the Meeting will be held in Cool Biz (light) dress code. We kindly request your attendancein casual attire.
3

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal No. 1: Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of the Meeting. Accordingly, the election of seven (7)Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed.
The Company, in an effort to ensure objectivity and transparency in connection with Directors’compensation and appointments, has established a Corporate Governance Committee as an advisory body to
the Board of Directors. The Board of Directors selects candidates for Director based on deliberations at the
Corporate Governance Committee.
The Corporate Governance Committee is chaired by an Outside Director, and the majority of its members
are also Outside Directors, including the Outside Directors of subsidiary banks.
 Opinion of the Audit and Supervisory Committee regarding the selection of Directors (excluding Directors
who are Audit and Supervisory Committee Members)
At the Audit and Supervisory Committee, the content of this proposal has been deliberated based on reports
from Audit and Supervisory Committee Members (Outside Directors) who took part in the discussion at the
Corporate Governance Committee, an advisory body to the Board of Directors. There are no issues to be
declared with regard to this proposal.
The candidates are as follows:
No.

Name

Attendanceat Board of
Current positions and responsibilities at the Company Directors(FY2023)1

Tetsuya Akino[Reappointed]

President (Representative Director)

100%(12/12)2

Kazuyuk
iShimizu[Reappointed]

Executive Vice President (Representative Director)

100%(12/12)

3

Yoshitsugu
Toba[Newlyappointed]

–

–

4

Yoshihiro Naito [Reappointed]

5Toshihiko Ono

6

Hiromichi Ono

7

Yoshimi Shu[Reappointed][Reappointed][Outside][Independent][Reappointed][Outside][Independent]

Director
In charge of Corporate Management, Risk
Management, Information Security, and Group Antimoney Laundering (Corporate Management
Department)
Director
In charge of Corporate Planning (Corporate Planning
Department)

100%(12/12)100%(12/12)

Director (Outside Director)

100%(12/12)

Director (Outside Director)

100%(12/12)

4

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Mar.
Jun.

1986
2006
2008

Jun.

2011

Jun.
Jun.
Jun.
Jun.

2012
2013
2015
2016

Reappointed

Oct.

2016

Tetsuya Akino(May 23, 1963)

Jun.

2017

Jun.

2018

Jun.
Apr.
Jun.

2020
2022
2022

Joined The Joyo Bank, Ltd.
Corporate Management Division
Deputy General Manager, Business Administration
Division
Senior Deputy General Manager, Business Administration
Division
General Manager, Shimotsuma Branch
General Manager, Corporate Risk Management Division
General Manager, Personnel Division
Executive Officer and General Manager, Personnel
Division
General Manager, Corporate Management Department, theCompany
General Manager, Corporate Planning Department, theCompany
Executive Officer and General Manager, Corporate
Planning Division, The Joyo Bank, Ltd.
Director, in charge of Corporate Planning, the Company
Managing Director, The Joyo Bank, Ltd.
Director, Managing Executive Officer
President (current position)
President, the Company (current position)

Number ofshares of theCompany held

130,660(Significant concurrent position)
President, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Tetsuya Akino took office as Director of the Company and Managing Director of The Joyo Bank, Ltd. inJune 2018 and has served as Director and Managing Executive Officer of The Joyo Bank, Ltd., and President of
The Joyo Bank, Ltd. since April 2022, as well as President of the Company since June 2022, accumulating
abundant experience and achievements as a manager. He is selected as a candidate for Director (excluding
Directors who are Audit and Supervisory Committee Members; hereinafter, the same shall apply) in the
expectation that he will continue to contribute to the management of the Company.

5

No.

Name
(Date of birth)

Reappointed
Kazuyuki Shimizu(Sep. 11, 1961)
2

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Oct.
Jun.
Jun.
Jul.

1984
2004
2006
2008
2008

Jan.

2009

Jun.
Apr.

2010
2012

Jun.

2012

Apr.

2014

Apr.

2015

Jun.
Oct.

2016
2016

Jun.
Jun.
Jun.

2017
2018
2019

Jun.

2020

Joined The Ashikaga Bank, Ltd.
Chief Manager, Financial Planning Headquarters
General Manager, Planning Division
General Manager, Management Planning Division
General Manager, Management Planning Department,
Ashikaga Holdings Co., Ltd. (concurrent position)
General Manager, Tochigi Branch, The Ashikaga Bank,
Ltd.
General Manager, Utsunomiya Chuo Branch
Executive Officer and General Manager, Business
Promotion Division
Executive Officer and General Manager, Business Planning
Division
Executive Officer and General Manager, Corporate
Management Department, Ashikaga Holdings Co., Ltd.
Executive Officer, The Ashikaga Bank, Ltd.
Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
Managing Director, Ashikaga Holdings Co., Ltd.
Director, in charge of Corporate Management, Risk
Management, and Information Security, the Company
Director, in charge of Regional Revitalization
Senior Managing Director, The Ashikaga Bank, Ltd.
Executive Officer, in charge of Regional Revitalization, theCompany
Executive Vice President (current position)
President, The Ashikaga Bank, Ltd. (current position)

Number ofshares of theCompany held

129,668(Significant concurrent position)
President, The Ashikaga Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Kazuyuki Shimizu took office as Executive Officer of Ashikaga Holdings Co., Ltd. and The Ashikaga
Bank, Ltd. in April 2014, and then served as Managing Executive Officer, Managing Director, and Senior
Managing Director of The Ashikaga Bank, Ltd. and Director of the Company. He has been serving as Executive
Vice President of the Company and President of The Ashikaga Bank, Ltd. since June 2020, and has abundant
experience and achievements as a manager. He is selected as a candidate for Director in the expectation that hewill continue to contribute to the management of the Company.

6

No.

Name
(Date of birth)

Newly appointed

3

Yoshitsugu
Toba(Feb.18, 1966)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Apr.
Jun.
Jun.
Jun.

1988
2008
2010
2011
2013

Jun.
Jun.

2015
2018

Jun.

2019

Jun.

2020

Apr.
Jun.

2022
2022

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
Deputy General Manager, Treasury and Securities Division
Deputy General Manager, Corporate Planning Division
Senior Deputy General Manager, Corporate Planning
Division
General Manager, Treasury and Securities Division
Executive Officer and General Manager, Treasury andSecurities Division
Executive Officer and General Manager, Business Planning
DivisionManaging Executive Officer and Chief Officer,
Kennan/Rokko Area Hub
Managing Executive Officer
Director, Managing Executive Officer (current position)

Number ofshares of theCompany held

91,366(Significant concurrent position)
Director, Managing Executive Officer, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Yoshitsugu Toba has been serving as Director and Managing Executive Officer of The Joyo Bank, Ltd.
since June 2022 and has abundant experience and achievements as a manager. He is selected as a candidate for
Director in the expectation that he will contribute to the management of the Company.

7

No.

Name
(Date of birth)

Reappointed
Yoshihiro Naito(Dec. 5, 1963)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Apr.
Jun.
Apr.
Jun.

1986
2008
2010
2012
2013

Feb.

2015

Apr.

2015

Apr.

2016

Oct.

2016

Jun.

2017

Jun.
Jun.

2019
2020

Apr.

2023

4

Joined The Ashikaga Bank, Ltd.
General Manager, Ota Minami Retail Office
General Manager, Shiraoka Branch
General Manager, Kaminokawa Branch
General Manager, International and Treasury
Administration Division
General Manager, in charge of Business Administration
Department, Ashikaga Holdings Co., Ltd.
General Manager, Personnel Division and General
Manager, In-house Training Office, The Ashikaga Bank,
Ltd.
General Manager, Personnel Division, The Ashikaga Bank,
Ltd.
Executive Officer and General Manager, Personnel
Division, The Ashikaga Bank, Ltd.
General Manager, in charge of Corporate Management
Department, the Company
General Manager, Corporate Management Department
Executive Officer and General Manager, Risk Management
Division, The Ashikaga Bank, Ltd.
Managing Director
Director, in charge of Corporate Management, Risk
Management, Information Security, and Group Anti-money
Laundering, the Company (current position)
Director, Managing Executive Officer, The Ashikaga
Bank, Ltd.
Director, Senior Managing Executive Officer, The
Ashikaga Bank, Ltd. (current position)

Number ofshares of theCompany held

75,382(Significant concurrent position)
Director, Senior Managing Executive Officer, The
Ashikaga Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Yoshihiro Naito took office as Managing Director of The Ashikaga Bank, Ltd. in June 2019, and has
been serving as Director of the Company and Director and Managing Executive Officer of The Ashikaga Bank,
Ltd. since June 2020 and Director and Senior Managing Executive Officer of The Ashikaga Bank, Ltd. sinceApril 2023. He has abundant experience and achievements as a manager. He is selected as a candidate for
Director in the expectation that he will continue to contribute to the management of the Company.

8

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Feb.
Jun.

1991
2012
2016

Oct.

2016

Jun.

2018

Jun.

2020

Apr.
Jun.

2022
2022

Reappointed
Toshihiko Ono(Mar. 11, 1969)
5

6

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
Senior Deputy General Manager, Corporate Planning
Division
General Manager, in charge of Corporate Planning
Department, the Company
General Manager, Corporate Planning Department, theCompany
General Manager, Corporate Planning Division, The Joyo
Bank, Ltd.
Executive Officer and General Manager, Business Planning
Division, The Joyo Bank, Ltd.
Director (part-time), The Ashikaga Bank, Ltd.
Managing Executive Officer, The Joyo Bank, Ltd.
Director, in charge of Corporate Planning, the Company(current position)
Director, Managing Executive Officer, The Joyo Bank, Ltd.
(current position)

Number ofshares of theCompany held

54,842(Significant concurrent position)
Director, Managing Executive Officer, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Toshihiko Ono took office as Director of the Company and Director and Managing Executive Officer of
The Joyo Bank, Ltd. in June 2022 and served as Director of The Ashikaga Bank, Ltd. from June 2020 to June
2022. He is selected as a candidate for Director in the expectation that he will contribute to the management of
the Company with his abundant experience and achievements as a manager.
Apr.
1979 Joined Ajinomoto Co., Inc.
Mar.
2004 General Manager, Finance Department
Jun.
2007 Corporate Executive OfficerJun.
2011 Member of the Board & Corporate Vice President, incharge of finance and procurement, Ajinomoto Co., Inc.
Director, Japan Investor Relations Association
Apr.
2013 Member of Investment Committee, Government Pension
Investment Fund
Reappointed
Retiredfrom Member of the Board & Corporate Vice
Jun.
2017
OutsidePresident, Ajinomoto Co., Inc.
Independent–
Retired from Director, Japan Investor Relations
Association
Hiromichi Ono
Retired from member of Investment Committee,(Aug. 11, 1956)
Government Pension Investment FundJun.
2019 Outside Director, the Company (current position)
Jun.
2020 Outside Audit & Supervisory Board Member, Tokyo Gas
Co., Ltd.
Jun.
2021 Outside Director (current position)(Significant concurrent position)
Outside Director, Tokyo Gas Co., Ltd.
 Reasons for being selected as a Candidate and overview of expected role, etc.
As Mr. Hiromichi Ono has experience and broad insight as a manager of a major food company and has
conducted his duties appropriately as Outside Director of the Company since June 2019, he is selected as a
candidate for Outside Director in the expectation that he will continue to conduct his duties appropriately. He is
expected to utilize his experience and broad insight as a corporate manager and fulfill his supervisory function
through appropriate guidance and advice on overall management of the Company. He will have served as Outside
Director of the Company for five years at the conclusion of the Meeting.

9

No.

Name
(Date of birth)

Reappointed
OutsideIndependent
Yoshimi Shu(Mar. 7, 1969)
7

Career summary, positions, responsibilities
and significant concurrent positions
Aug.
Jun.
May
Oct.
Jan.
Feb.
Nov.

2000
2006
2012
2012
2014
2014
2016

Jun.
Mar.

2019
2022

Joined JPMorgan Securities Japan Co., Ltd.
Head of Tokyo Control Room, Compliance Department
Managing Director
Head of Japan Controls & Oversight Department
Resigned from JPMorgan Securities Japan Co., Ltd.
Joined Core Value Management, Co., Ltd.
Deputy President & Representative Director, Core ValueManagement, Co., Ltd.
Outside Director, the Company (current position)
President & Representative Director, Core ValueManagement, Co., Ltd. (current position)

Number ofshares of theCompany held–

(Significant concurrent position)
President & Representative Director, Core ValueManagement, Co., Ltd.
 Reasons for being selected as a Candidate and overview of expected role, etc.
Ms. Yoshimi Shu not only has abundant work experience at a global financial institution but also has experienceand achievements as a senior manager, in addition to having broad insight into the development of corporate
leaders. Furthermore, she has conducted her duties appropriately as Outside Director of the Company since June
2019. Accordingly, she is selected as a candidate for Outside Director in the expectation that she will continue to
conduct her duties appropriately. She is expected to utilize her past experiences and expertise and fulfill her
supervisory function through appropriate guidance and advice on the overall management of the Company. She
will have served as Outside Director of the Company for five years at the conclusion of the Meeting.
(Notes) 1. There is no special interest between any candidate and the Company.
2. Mr. Hiromichi Ono and Ms. Yoshimi Shu are candidates for Outside Director. Mr. Hiromichi Ono and Ms. Yoshimi Shu
not only satisfy the “Independence Standards for Outside Directors” prescribed by the Company but are also designated as
Independent Directors pursuant to the provisions of the Tokyo Stock Exchange (TSE) and registered as such with TSE. If
their election is approved, the Company plans to keep them in the position of Independent Director.
3. If the election of Mr. Hiromichi Ono and Ms. Yoshimi Shu is approved, and in the case they take office as Outside
Director, the Company plans to continue with the agreement that limits the liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act currently concluded with each of them pursuant to Article 427, Paragraph 1 of theCompanies Act and the Articles of Incorporation of the Company. The limit of liability under such agreements is theminimum amount stipulated by Article 425, Paragraph 1 of the Companies Act, or the amount previously set of ten (10)million yen or more, whichever is greater, assuming that they performed their duties as Outside Director in good faith andwithout gross negligence.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company to covercompensation for damages (e.g., amount payable under court ruling, settlement money) and dispute expenses (e.g.,
litigation costs, settlement and mediation expenses) incurred by the insured (i.e., all Directors and all Executive Officersof the Company, The Joyo Bank, Ltd. and The Ashikaga Bank, Ltd.). Each candidate will be insured under said insurance
contract, which is to be retained with the same terms and conditions at the time of renewal.

10Proposal 2: Election of Five (5) Directors who are Audit and Supervisory Committee Members
The terms of office of all five (5) Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of the Meeting. Accordingly, the election of five (5) Directors who are Audit and Supervisory
Committee Members is proposed.
This proposal has received the consent of the Audit and Supervisory Committee.
The details of the candidates are as follows:

No.

Name

1

HitoshiTakenouchi

2

Yoshinori
Tasaki3

Hiromichi
Yoshitake

4

Toru
Nagasawa

5

TomomiNakanoCurrent positions andresponsibilities at the Company

Attendance atBoard ofDirectors(FY2023)

Attendance at
Audit andSupervisory
Committee(FY2023)

–

–

–

100%
(12/12)100%(12/12)100%(10/10)(Note)

100%(10/10)(Note)

100%(12/12)100%(12/12)––[Newlyappointed][Reappointed][Reappointed][Outside][Independent][Reappointed][Outside][Independent][Newlyappointed][Outside][Independent]

Director (Audit and Supervisory
Committee Member)(Full-time Audit and Supervisory
Committee Member)
Director (Audit and Supervisory
Committee Member)(Outside Director)
Director (Audit and Supervisory
Committee Member)(Outside Director)–(Note) Mr. Hiromichi Yoshitake (No. 3) assumed the office of Director (Audit and Supervisory Committee Member) of the Company
on June 22, 2023. The attendance at Board of Directors’ meetings and Audit and Supervisory Committee only include meetings
held thereafter.

11

No.

Name
(Date of birth)

Newly appointed
HitoshiTakenouchi(Nov. 26, 1960)
1

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Feb.
Jun.
Jun.

1983
2003
2005
2007

Jun.

2008

Jun.
Jun.
Jun.

2010
2012
2013

Jun.

2016

Jun.
Jun.
Jun.

2017
2020
2022

Joined The Joyo Bank, Ltd.
Deputy General Manager, Credit Examination Division
Deputy General Manager, Credit Supervision Division
Deputy General Manager, Credit Examination
Division
Senior Deputy General Manager, Credit Examination
Division
General Manager, Toride Branch
General Manager, Corporate Risk Management Division
Executive Officer and General Manager, Credit
Examination Division
Managing Executive Officer and General Manager, Credit
Examination Division
Managing Director
Director, Managing Executive Officer
Director (Audit and Supervisory Committee Member)(current position)

Number ofshares of theCompany held

93,247(Significant concurrent positions)
To be Corporate Auditor, Mebuki Securities Co., Ltd.
To be Corporate Auditor, Mebuki Card Co., Ltd.
 Reasons for being selected as a Candidate
Mr. Hitoshi Takenouchi took office as Managing Director of The Joyo Bank, Ltd. in June 2017 and since thenhas served as Director and Managing Executive Officer as well as Director (Audit and Supervisory Committee
Member) of The Joyo Bank, Ltd. He has the knowledge and experience to accurately, fairly, and effectively
implement the business management of the Company. He is selected as a candidate for Director who is an Audit
and Supervisory Committee Member in the expectation that he may contribute to the management of the Company.

12

No.

Name
(Date of birth)

Reappointed
Yoshinori Tasaki(Nov. 2, 1965)
2

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Jun.
Oct.
Apr.
Apr.
Oct.
Jun.

1988
2009
2012
2013
2015
2016
2019

Jun.
Apr.
Apr.

2020
2021
2022

Jun.

2022

Joined The Ashikaga Bank, Ltd.
Deputy Director-General, Management Planning Division
General Manager, in charge of Business Planning Division
General Manager, Karasuyama Branch
General Manager, Kumagaya Branch
General Manager, Moka Branch
General Manager, Audit Department, the Company
Executive Officer, General Manager, Auditing Department,
The Ashikaga Bank, Ltd.
Executive Officer, Chief Officer, Saitama Area Hub
Executive Officer, Chief Officer, Ryomo/Gunma Area Hub
Executive Officer, attached to Audit and Supervisory
Committee
Director (Audit and Supervisory Committee Member), theCompany (current position)
Corporate Auditor, Mebuki Lease Co., Ltd. (current position)
Corporate Auditor, Mebuki Credit Guarantee Co., Ltd.
(current position)

Number ofshares of theCompany held

20,576(Significant concurrent positions)
Corporate Auditor, Mebuki Lease Co., Ltd.
Corporate Auditor, Mebuki Credit Guarantee Co., Ltd.
 Reasons for being selected as a Candidate
Mr. Yoshinori Tasaki has served as Director (Audit and Supervisory Committee Member) of the Company
since June 2022, and has the knowledge and experience to accurately, fairly, and effectively implement thebusiness management of the Company. He is selected as a candidate for Director who is an Audit and Supervisory
Committee Member in the expectation that he may continue to contribute to the management of the Company.

13

No.

Name
(Date of birth)

Reappointed
OutsideIndependent

Hiromichi
Yoshitake(Jun. 22, 1954)
3

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Jun.

1977
1991

Jun.

1997

Jun.

2000

Mar.
Apr.

2003
2003

Apr.

2004

Apr.
Apr.

2006
2009

Apr.
Apr.

2012
2015

Mar.
Apr.

2017
2017

Jul.

2020

Sep.

2020

Jun.

2023

Joined Nippon Steel Corporation
General Manager, Organization Management Office,General Administration Division
Group Leader, Administration and Organization
Management Group, General Administration Division
General Manager, Administration Department, Hikari
Works, Stainless Steel Division
Resigned from Nippon Steel Corporation
Professor and Researcher, Institute of Policy and Planning
Sciences, University of Tsukuba
Professor and Special Assistant to the President, Graduate
School of Business Sciences
Executive Director and Vice President
Professor, Graduate School of Business Sciences, Director,
Research Center for University Studies (until Mar. 2015)
Auditor, Ochanomizu University (until Aug. 2020)
Professor, Institute of Business Sciences, University ofTsukubaResigned from University of Tsukuba
Professor Emeritus (current position)
Trustee, Public University Corporation Tokyo
Metropolitan University (Currently, Tokyo Metropolitan
Public University Corporation) (until Mar. 2021)
Chairperson of the Board of Trustees, Tokyo Kasei
Gakuin University (current position)
Auditor, Research Organization of Information and
Systems, Inter-University Research Institute Corporation(until Jun. 2023)
Outside Director (Audit and Supervisory Committee
Member), the Company (current position)

Number ofshares of theCompany held–

(Significant concurrent position)
Chairperson of the Board of Trustees, Tokyo Kasei Gakuin
University
 Reasons for being selected as a Candidate and overview of expected role, etc.
Mr. Hiromichi Yoshitake has abundant work experience at a major company with achievements as a senior
executive and also has academic expertise and management experience as well as a broad insight through his
career at multiple universities. In addition, he has conducted his duties appropriately as Outside Director (Audit
and Supervisory Committee Member) of the Company since June 2023. He is selected as a candidate for Outside
Director who is an Audit and Supervisory Committee Member in the expectation that he may continue to conduct
his duties appropriately. He is expected to utilize his broad insight, academic expertise, and management
experience at universities to fulfill his supervisory function through appropriate guidance and advice on theoverall management of the Company.
His term of office as Outside Director (Audit and Supervisory Committee Member) of the Company will be
one year at the conclusion of the Meeting.

14

No.

4

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.
Apr.

1984
1995

Sep.
Oct.

2007
2014

Reappointed
OutsideIndependent

Jun.

2015

Jun.
Oct.

2016
2016

Toru Nagasawa(Jan. 15, 1959)

Jun.

2022

Registered as an attorney
Nagasawa Law Office (currently, Nagasawa & Partners)
opened, Representative Attorney (current position)
Outside Corporate Auditor, GREE, Inc. (until Sep.2020)
Outside Corporate Auditor, LANCERS, INC. (current
position)
Outside Director, TOHO HOLDINGS CO., LTD. (until
Jun. 2022)
Outside Director, Ashikaga Holdings Co., Ltd.
Outside Director (Audit and Supervisory Committee
Member), the Company (current position)
Outside Director, YOKOHAMA TOYOPET
Corporation (currently, WEINS Toyota Kanagawa
Co., Ltd.) (current position)

Number ofshares of theCompany held–

(Significant concurrent positions)Representative Attorney, Nagasawa & Partners
Outside Corporate Auditor, LANCERS, INC.
Outside Director, WEINS Toyota Kanagawa Co., Ltd Reasons for being selected as a Candidate and overview of expected role, etc.
Mr. Toru Nagasawa has experience as Outside Officer in multiple companies and specialized knowledge andexperience in corporate legal affairs as an attorney, and has conducted his duties appropriately as Outside
Director of Ashikaga Holdings Co., Ltd. since June 2016, and Outside Director (Audit and Supervisory
Committee Member) of the Company since October 2016. He is selected as a candidate for Outside Director who
is an Audit and Supervisory Committee Member in the expectation that he may continue to conduct his duties
appropriately. He is expected to utilize his professional insight and experience as an attorney to fulfill his
supervisory function by providing appropriate guidance and advice on the overall business management of theCompany. His term of office as Outside Director of the Company will be eight years and his term of office as
Director (Audit and Supervisory Committee Member) will be seven years and nine months at the conclusion of
the Meeting.

15

No.

Name
(Date of birth)

Newly appointed
OutsideIndependent

5

Tomomi Nakano(Aug. 17,.1969)

Career summary, positions, responsibilities
and significant concurrent positions
Apr.

1992

Mar.
Oct.
Mar.
Jan.
Feb.

1996
1999
2003
2007
2007

Jul.
Aug.

2013
2013

Jun.

2015

May

2018

Nov.

2021

Aug.

2023

Joined Chuo Trust & Banking Co., Ltd. (currently
Sumitomo Mitsui Trust Bank Ltd.)
Resigned from Chuo Trust & Banking Co., Ltd.
Joined Asahi & Co. (currently KPMG AZSA LLC)
Registered as Certified Public Accountant
Resigned from KPMG AZSA LLC
Joined ShinNihon Audit Corporation (currently Ernst &Young ShinNihon LLC)
Resigned from ShinNihon Audit Corporation
Registered as Certified Public Tax Accountant
Nakano Tomomi Certified Public Accountant and Tax
Accountant Office opened, Representative (current
position)
Outside Audit & Supervisory Board Member of The
Yachiyo Bank, Ltd. (currently Kiraboshi Bank, Ltd.)
Outside Audit & Supervisory Board Member of Kiraboshi
Bank, Ltd. (until Jun. 2021)
Outside Director (Audit and Supervisory Committee
member), Uniden Holdings Corporation (until Dec. 2022)
Auditor, Northern Territories Issue Association (current
position)

Number ofshares of theCompany held–

(Significant concurrent position)
Representative, Nakano Tomomi Certified Public
Accountant and Tax Accountant Office Reasons for being selected as a Candidate and overview of expected role, etc.
Ms. Tomomi Nakano has experience as Outside Officer in listed companies and listed group companies, andhas specialized knowledge and experience as a certified public accountant and tax accountant. She is selected as a
candidate for Outside Director who is an Audit and Supervisory Committee Member in the expectation that she
may continue to conduct her duties appropriately. She is expected to utilize her professional insight andexperience as a certified public accountant and tax accountant to fulfill her supervisory functions by providing
appropriate guidance and advice on the overall business management of the Company.
(Notes) 1. There is no special interest between any candidate and the Company.
2. The three persons – Mr. Hiromichi Yoshitake, Mr. Toru Nagasawa, and Ms. Tomomi Nakano – are candidates for Outside
Director. Ms. Tomomi Nakano satisfies the “Independence Standards for Outside Director” prescribed by the Company.
She will also be designated as Independent Director pursuant to the provisions of the Tokyo Stock Exchange (TSE) andregistered as such with TSE. In addition, Mr. Hiromichi Yoshitake and Mr. Toru Nagasawa not only satisfy the“Independence Standards for Outside Directors” prescribed by the Company but are also designated as Independent
Directors pursuant to the provisions of the Tokyo Stock Exchange (TSE) and registered as such with TSE. If their election
is approved, the Company plans to keep them in the position of Independent Director.
3. If this proposal is approved and Ms. Tomomi Nakano takes office as Outside Director, the Company plans to conclude anagreement that limits the liability for damages set forth in Article 423, Paragraph 1 of the Companies Act pursuant to
Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company. If the election of Mr.
Hiromichi Yoshitake and Mr. Toru Nagasawa is approved, the Company plans to continue with the agreement that limits
the liability for damages set forth in Article 423, Paragraph 1 of the Companies Act currently concluded with each of them.
The limit of liability under such agreements is the minimum amount stipulated by Article 425, Paragraph 1 of theCompanies Act, or the amount previously set of ten (10) million yen or more, whichever is greater, assuming that heperformed his duties as Outside Director in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company to covercompensation for damages (e.g., amount payable under court ruling, settlement money) and dispute expenses (e.g.,
litigation costs, settlement and mediation expenses) incurred by the insured (i.e., all Directors and all Executive Officers of
the Company, The Joyo Bank, Ltd. and The Ashikaga Bank, Ltd.). Each candidate will be insured under said insurance
contract, which is to be retained with the same terms and conditions at the time of renewal.

16

Proposal 3: Election of One (1) Substitute Director who is an Audit and Supervisory Committee Member
The election of Mr. Kazunori Shinozaki as a substitute Director who is an Audit and Supervisory Committee Member
will lose effect at the beginning of the Meeting. Accordingly, in order to prepare for the case where the number of
Directors who are Audit and Supervisory Committee Members falls below the number required by laws and regulations,the preliminary election of one (1) substitute for the position is proposed.
Pursuant to the Articles of Incorporation, the effective period of the resolution on the preliminary election of a
substitute Director who is an Audit and Supervisory Committee Member shall be up to the beginning of the Ordinary
General Meeting of Shareholders pertaining to the last fiscal year ending within two years of the Meeting.
This proposal has received the consent from the Audit and Supervisory Committee.
The details of the candidate are as follows:
Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Oct.
Apr.

2001
2007

Apr.

2008

Jun.
Kazunori Shinozaki
Dec.
(May 1, 1972)
Jun.

2016
2017
2019

Apr.

2024

OutsideIndependent

Registered as an attorney
Deputy Chairman, Ibaraki Bar Association (until Mar.
2008)
Deputy General Manager, Japan Legal Support Center
Ibaraki District Office (until Mar. 2014)
Outside Director (Audit and Supervisory Committee
Member), SUZUNUI CORPORATION
Member, Mito City Board of Education (current position)
Outside Corporate Auditor, SUZUNUI CORPORATION(current position)
President, Ibaraki Bar Association (current position)

Number ofshares of theCompany
held–(Notes) 1. Mr. Kazunori Shinozaki is a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member (the “Substitute Director”).
2. Reasons for selection as a candidate for the Substitute Director are as follows.
Mr. Kazunori Shinozaki has experience related to business management as an Outside Officer, and has specialized
knowledge and experience as an attorney. He is selected as a candidate for Substitute Director who is an Audit andSupervisory Committee Member in the expectation that he may conduct his duties appropriately. He is expected toutilize his professional insight and experience as an attorney to fulfill his supervisory function by providing
appropriate guidance and advice on the overall business management of the Company.
3. If this proposal is approved, and in the case Mr. Kazunori Shinozaki takes office as Outside Director, pursuant to
Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, the Company plansto enter into liability limitation agreements with him to limit liabilities as set forth in Article 423, Paragraph 1 of theCompanies Act. The limit of liability under such agreements shall be the minimum amount stipulated by Article 425,
Paragraph 1 of the Companies Act, or ten (10) million yen or more, whichever is greater, assuming that he performed
his duties as Outside Director in good faith and without gross negligence.
4. If this proposal is approved, and in the case Mr. Kazunori Shinozaki takes office as Outside Director, the Company
plans to register him with the Tokyo Stock Exchange as an Independent Director who does not have any conflict ofinterest with general shareholders.
5. There is no special interest between the candidate and the Company.

17

<Reference> Independence Standards for Outside Directors
Independence Standards for Outside Directors of the Company are as follows:-“Independence Standards for Outside Directors” of the Company
Outside Directors who are independent from the Company meet the legal requisites for Outside Directors
as stipulated in Article 2, Item 15 of the Companies Act, and do not fall under any of the following items:(1) A major shareholder of the Company (holding directly or indirectly 10% or more of the voting rightsof the Company) or Executive Director, Executive, Manager, or other employee thereof (hereinafter,
the “Executive Directors, etc.”)(2) A person who has the Company and its consolidated subsidiaries (together, the “Group”) as a majortransactional counterparty (to which (a) or (b) below applies, and includes its parent company or its
significantsubsidiaries) or the Executive Directors, etc., thereof(a) A person who receives payment from the Group of 2% or more of its total consolidated net sales
for the most recent fiscal year(b) A person for which borrowings from the Group is the highest, and substituting the borrowings byanother fund procurement method in the short term is deemed difficult(3) A major transactional counterparty of the Group (to which (a) or (b) below applies, and includes
its parentcompany or its significant subsidiaries) or the Executive Directors, etc., thereof(a) A person who pays to the Group 2% or more of consolidated gross profit of the Company for themost recent fiscal year(b) A person which is important to the Group in the fund procurement aspect; that is, a major
creditor, etc., on which the Group depends to the extent that it is irreplaceable(4) Directors or other Executive Directors, etc., of a corporation or organization which has received
donations from the Group for an annual average of more than 10 million yen for the past three years(5) A consultant, accounting specialist, or legal professional (in the case of corporations or otherorganizations, a person who belongs to such groups is included) who has received from the Group
compensation or other property benefit for an annual average of 10 million yen or more, excluding
remuneration as director or officer, for the past three years(6) A person who has fallen under any of (1) to (5) above in the past three years(7) An individual affiliated with a party with which the Group has a personnel relationship of mutual
dispatch of outside directors or officers(8) An individual whose spouse or relative within the second degree of kinship falls under (1) to (7)above(9) A person who might potentially continuously pose conflicts of interest in substance with theCompany’s shareholders in general, due to reasons not provided in (1) to (8) above

18

<Reference> [List of Expertise and Experience of Directors and Executive Officers (Skills Matrix)]

Name

OutsideDirector

Independent
Officer

Expertise and Experience
Corporate
Management/
Strategy

Business
Management/
Law

Finance/
Accounting

Sales/Marketing

Consulting

Tetsuya Akino

●

●

●

●

●

Kazuyuki
Shimizu

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Directors Yoshitsugu Toba
who are not
Audit and
Yoshihiro Naito
Supervisory
Committee
Members Toshihiko Ono
Hiromichi Ono○○

Yoshimi Shu○○

HitoshiTakenouchi

●

●

●

●

●

●

●

●

●

Directors Yoshinori Tasaki
who areAudit and
Hiromichi
Supervisory
YoshitakeCommittee
Members Toru Nagasawa

○

○

●

●

●

○

○

●

●

●

●

Tomomi Nakano

○

○

●

●

Executive
Officers

Yuji Gorai●

Koichi
Yamakawa

●

●

IT/DX

●

●

●

●

MarketInvestment/
Global

●

●

●

●
●

●
●

●

●

Details of Expertise and Experience
Corporate Management / Strategy

Experience in corporate management, Expertise in planning of corporate strategy and execution

Business Management / Law

Expertise in business management including personnel and labor management, risk management, etc. and law

Finance / Accounting

Expertise in finance and accounting

Sales / Marketing

Expertise in business planning, marketing and new business development

Consulting

Expertise in consulting business, SDGs/ESG, environmental field, regional revitalization and corporate
restructuring/support

Market Investment / Global

Expertise in the fields of market investment and global businesses

IT / DX

Expertise in IT and DX (digital transformation)

END

19