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: 7167)
June 1, 2021
To Shareholders with Voting Rights:
Ritsuo Sasajima
President
Mebuki Financial Group, Inc.
7-2, Yaesu 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 5TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 5th Ordinary General Meeting of Shareholders (the “Meeting”) of Mebuki Financial Group, Inc. (the“Company”) will be held as described below.
Shareholders are strongly advised to exercise their voting rights in advance by post or via the Internet, etc.
to the extent possible, and refrain from attending the meeting in person, from the standpoint of preventing thefurther spread of the novel coronavirus (COVID-19).
1. Date and Time:Thursday, June 24, 2021 at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

2. Place:

Head Office 8th Floor Main Conference Room, The Joyo Bank, Ltd.
5-5, Minami-machi 2-chome, Mito, Ibaraki, Japan(The Company’s Mito Head Office location, Mito City, has been chosen
as the Meeting venue. Since the venue is different from the previous year,
please refer to “The Venue Information for the Ordinary General Meetingof Shareholders” (Japanese only) 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 5 th
Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Non-consolidated Financial Statements for the Company’s 5th Fiscal Year(from April 1, 2020 to March 31, 2021)
Proposal to be resolved:
Proposal
Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Please note that no live broadcast venue will be set up for the Meeting, and no souvenirs will be provided toshareholders attending the Meeting. We appreciate your understanding.

1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 in
Writing
Please vote for or against the
proposals on the enclosed Voting
Rights Exercise Form and return it
by post so that it is received by thedeadline. Please use the sticker on
the Form to cover and protect yourinformation.

Exercise of Voting Rights via theInternet, etc.
Please refer to the guidance page
(Japanese only) and choose either"method to enter login ID andtemporary password” or “method
to scan QR code” to vote for oragainst the proposals by thedeadline.

Date and Time:Thursday, June 24, 2021 at
10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

Deadline:
Wednesday, June 23, 2021 at
5:00 p.m. (JST)

Deadline:
Wednesday, June 23, 2021 at
5:00 p.m. (JST)(1) Handling of duplicate voting
If you vote both in writing 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 the last vote will be deemed valid.
(2) Matters disclosed on the Internet
A. In accordance with laws and regulations as well as Article 14 of the Articles of Incorporation of theCompany, items (i) through (iii) below are posted on the Company’s website and are therefore notincluded with this notice.
(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 listed on the Company’s website. The Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Accounting Auditor are the Consolidated Financial
Statements and Non-consolidated Financial Statements attached to this notice as well as items (ii) and(iii) above, which are posted on the Company’s website.
B. Please note that any updates to the Reference Documents for the Meeting, the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements, and other information
required on these documents will be posted on the Company’s website.
(3) 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: +81-29-300-2737 (operating hours: 9:00a.m. - 5:00p.m. JST on weekdays)
Company’s website (in Japanese): https://www.mebuki-fg.co.jp/shareholder/stock/generalmeeting.html
End◎ In the case of exercising voting rights by proxy, please appoint as a proxy one of the other shareholders
holding voting rights of the Company. You cannot appoint two or more shareholders as your proxy.
◎ Please note that the Meeting will be held in Cool Biz (light) dress code. We appreciate your attendance incasual attire.

2

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal: Election of Seven (7) Directors (excluding Directors who are Audit and SupervisoryCommittee
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 the objectivity and transparency related to 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 the deliberation 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 onreports from Audit and Supervisory Committee Members (Outside Directors) who took part in thediscussion at the Corporate Governance Committee, an advisory body to the Board of Directors. We notifythat there are no issues to be declared with regard to this proposal.
The details of the candidates are as follows:

No.

Name

Current positions and responsibilities at the Company

Attendanceat Board of
Directors(FY2020)(*Note 1)

1

Ritsuo Sasajima[Reappointed] President (Representative Director)

100%(12/12)2

Kazuyuki
Shimizu[Reappointed]

100%(10/10)(*Note 2)

3

Tetsuya Akino

4

Yoshihiro Naito

5

Kiyoshi Nozaki

6

Hiromichi Ono

7

Yoshimi Shu

Executive Vice President (Representative Director)

Director[Reappointed] In charge of Corporate Planning (Corporate Planning
Department)
Director
In charge of Corporate Management, Risk
[Reappointed] Management, Information Security, and Group Antimoney Laundering (Corporate Management
Department)[Newlyappointed][Reappointed][Outside][Independent][Reappointed][Outside][Independent]-

100%(12/12)100%(10/10)(*Note 2)-

Director (Outside Director)

100%(12/12)

Director (Outside Director)

100%(12/12)(Notes)
1. In addition to the above, there was one resolution in writing deemed to have been passed as a resolution at a
meeting of the Board of Directors.
2. As Mr. Kazuyuki Shimizu (No. 2) and Mr. Yoshihiro Naito (No. 4) assumed the office of Director of theCompany on June 24, 2020, the attendance at Board of Directors’ meetings stated only includes meetings
held thereafter.
3

No.

Name
(Date of birth)

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

1

1980
2000
2005

Number ofshares of theCompany held

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
Senior Deputy General Manager, Corporate Planning
DivisionJun.
2006 General Manager, Koriyama BranchApr.
2008 General Manager, Treasury and Securities DivisionJun.
2009 General Manager, Corporate Planning Division
Reappointed
Jun.
2011 Executive Officer and General Manager, Corporate
76,215 shares
Planning Division
Ritsuo SasajimaJun.
2013 Managing Director, The Joyo Bank, Ltd.
(Mar. 3, 1958)
Oct.
2016 Director, in charge of Corporate Planning, the Company
Jun.
2017 Senior Managing Director, The Joyo Bank, Ltd.
Jun.
2018 President, the Company (current position)
President, The Joyo Bank, Ltd. (current position)(Significant concurrent positions)
President, The Joyo Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Ritsuo Sasajima took office as Managing Director of The Joyo Bank, Ltd. in June 2013 and has served as
its Senior Managing Director, Director of the Company, as well as President of the Company and President of
The Joyo Bank, Ltd. since June 2018, 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 may continue to contribute to the management of theCompany.

4

No.

Name
(Date of birth)

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.

2017

Jun.
Jun.

2018
2019

Jun.

2020

Reappointed
Kazuyuki Shimizu(Sep. 11, 1961)
2

Number ofshares of theCompany held

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.
51,647 shares
Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
Managing Director, The Ashikaga Bank, Ltd.
Director, in charge of Corporate Management, Risk
Management, and Information Security, the Company
Director, in charge of Regional Revitalization, theCompany
Senior Managing Director, The Ashikaga Bank, Ltd.
Executive Officer, in charge of Regional Revitalization, theCompany
Executive Vice President, the Company (current position)
President, The Ashikaga Bank, Ltd. (current position)(Significant concurrent positions)
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 hemay continue to contribute to the management of the Company.

5

No.

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.

2020

3

Number ofshares of theCompany held

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
49,580 shares
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(current position)
Managing Director, The Joyo Bank, Ltd.
Director, Managing Executive Officer, The Joyo Bank, Ltd.
(current position)(Significant concurrent positions)
Director, Managing Executive Officer, 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. He has been serving as Director and Managing Executive Officer of The Joyo Bank, Ltd., and hasabundant experience and achievements as a manager. He is selected as a candidate for Director in the expectationthat he may continue to contribute to the management of the Company.

6

No.

Name
(Date of birth)

Reappointed

4

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

Number ofshares of theCompany held

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.
24,347 shares
General Manager, in charge of Corporate Management
Department, the Company
General Manager, Corporate Management Department, theCompany
Executive Officer and General Manager, Risk Management
Division, The Ashikaga Bank, Ltd.
Managing Director, The Ashikaga Bank, Ltd.
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. (current position)(Significant concurrent positions)
Director, 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. He has abundant experience and achievements as a manager. He is selected as a candidate
for Director in the expectation that he may continue to contribute to the management of the Company.

7

No.

Name
(Date of birth)

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

5

6

Number ofshares of theCompany held

1986
2006
2011
2013
2015
2016

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
General Manager, Koriyama Branch
General Manager, Treasury and Securities Division
General Manager, Corporate Planning Division
Executive Officer and General Manager, Corporate
Planning DivisionOct.
2016 General Manager, Corporate Planning Department, the
Newly appointed
CompanyJun.
2017 Executive Officer and General Manager, Business
53,449 shares
Kiyoshi Nozaki
Promotion Division, The Joyo Bank, Ltd.
(Apr. 24, 1963)
Jun.
2018 Managing Executive Officer and General Manager,
Business Promotion Division, The Joyo Bank, Ltd.
Director (part-time), The Ashikaga Bank, Ltd.
Jun.
2020 Director, Managing Executive Officer, The Joyo Bank, Ltd.
(current position)(Significant concurrent positions)
Director, Managing Executive Officer, The Joyo Bank,Ltd.
 Reasons for being selected as a Candidate
Mr. Kiyoshi Nozaki has been serving as Director and Managing Executive Officer of The Joyo Bank, Ltd.
since June 2020, having served as Director of The Ashikaga Bank, Ltd. from June 2018 to June 2020. He hasabundant experience and achievements as a manager. He is selected as a candidate for Director in the expectationthat he may contribute to the management of the Company.
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
Member of Investment Committee, Government Pension
Apr.
2013
Reappointed
Investment Fund
OutsideJun.
2017 Retired from Member of the Board & Corporate Vice
Independent- sharesPresident, Ajinomoto Co., Inc.
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. (current position)(Significant concurrent positions)
To be 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, he isselected as a candidate for Outside Director in the expectation that he may continue to provide appropriate
guidance and advice on the overall management of the Company. He is expected to utilize his experience andbroad insight as a corporate manager and fulfill supervisory functions from such perspective. He will have
served as Outside Director of the Company for two years at the conclusion of the Meeting.

8

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.

2019

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. (current position)
Outside Director, the Company (current position)

Number ofshares of theCompany held

- shares(Significant concurrent positions)
Deputy 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
experience and achievements as a senior manager, in addition to having broad insight into the development ofcorporate leaders. Accordingly, she is selected as a candidate for Outside Director in the expectation that she
may continue to provide appropriate guidance and advice on the overall management of the Company. She isexpected to utilize her past experience and expertise and fulfill supervisory functions from such perspective. She
will have served as Outside Director of the Company for two years at the conclusion of the Meeting.
(Notes)1. There are no specific interests between each 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 theCompany 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 themin the position of Independent Director.
3. If the election of Mr. Hiromichi Ono and Ms. Yoshimi Shu is approved, the Company plans to continue with theagreement 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 the Companies Act and the Articles
of Incorporation of the Company. The limit of liability under such agreements shall be limited to the minimum
amount stipulated by the 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 goodfaith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company tocover compensation 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 andall 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 ofrenewal.

9<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 major
business partner (to which (a) or (b) below applies, and includes its parent company or its significant
subsidiaries) 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 business partner of the Group (to which (a) or (b) below applies, and includes its parent
company 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
officer remuneration, 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 officers(8) An individual whose spouse or relative within the second degree of kinship falls under (1) to (7)above(9) A person which might potentially pose continual and substantial conflicts of interest with overall
general shareholders of the Company due to reasons not provided in (1) to (8) above
END

10