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, 2022
To Shareholders with Voting Rights:
Ritsuo Sasajima
President
Mebuki Financial Group, Inc.
2-1-1 Nihonbashi Muromachi,
Chuo-ku,Tokyo, JapanNOTICE OF CONVOCATION OF
THE 6TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 6th 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:
2. Place:

Friday, June 24, 2022 at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

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, hasbeen chosen as the Meeting venue. Since the venue is different from theprevious year, please refer to “The Venue Information for the Ordinary
General Meeting of Shareholders” (Japanese only) at the end of the noticefor 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 6 th Fiscal
Year (from April 1, 2021 to March 31, 2022)
2. Non-consolidated Financial Statements for the Company’s 6th Fiscal Year(from April 1, 2021 to March 31, 2022)
Proposal to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 3: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
Proposal No. 4: 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 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:
Friday, June 24, 2022 at
10:00 a.m. (JST)(Reception opens at 9:00 a.m.)

Deadline:
Thursday, June 23, 2022 at
5:00 p.m. (JST)

Deadline:
Thursday, June 23, 2022 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:
Mebuki Financial Group, Inc.
TEL: +81-29-233-1151 (main) (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 No. 1: Partial Amendments to the Articles of Incorporation

1. Reasons for Amendments to the Articles of Incorporation
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of reference
documents for the general meeting of shareholders, etc., the Articles of Incorporation of the Company
shall be amended as follows:(1) The provisions related to the Internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation) will
become unnecessary and will therefore be amended to be a provision related to measures forelectronic provision, etc. (the proposed Article 14).
(2) The proposed Article 14, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically, and the purpose of the
proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters to be includedin the paper copy to be sent to shareholders who have requested it.
(3) In line with the above amendments to the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Details of Amendments
The details of the amendments are as follows:(The amended parts are underlined.)
Proposed Amendments
Chapters 1 and 2

Current Articles of Incorporation
Chapters 1 and 2
Article 1-11 (omitted)
Chapter 3 General Meeting of Shareholders

Article 1-11 (unchanged)
Chapter 3 General Meeting of Shareholders

Article 12-13 (omitted)

Article 12-13 (unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the Internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

(Measures for Electronic Provision, Etc.)

3

Article 14 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders
who have requested it by the record date forvoting rights.

Current Articles of Incorporation
Article 15-16 (omitted)
Chapters 4, 5, 6 and 7 (omitted)
Supplementary Provisions (omitted)
Article 1 (omitted)

Proposed Amendments
Article 15-16 (unchanged)
Chapters 4, 5, 6 and 7 (unchanged)
Supplementary Provisions (unchanged)
Article 1 (unchanged)(Newly established)(Effective Date of Measures for Electronic Provision,
Etc.)
Article 2 The amendments to Article 14 of the Articles
of Incorporation shall come into effect on
the date of enforcement of the amended
provisions stipulated in the proviso of
Article 1 of the supplementary provisions of
the Act Partially Amending the Companies
Act (Act No. 70 of 2019) (the “EffectiveDate”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on a datewithin six months from the Effective Date.
3. Article 2 of the supplementary provisions
shall be deleted after the lapse of six months
from the Effective Date or the lapse of threemonths from the date of the general meetingof shareholders set forth in the preceding
paragraph, whichever is later.

4

Proposal No. 2: 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 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 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. We notify that there are noissues 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

1

Tetsuya Akino

Director[Reappointed] In charge of Corporate Planning (Corporate Planning
Department)

2

Kazuyuki
Shimizu[Reappointed]

3

Kiyoshi Nozaki[Reappointed] Director

4

Yoshihiro Naito[Reappointed]

5Toshihiko Ono-

[Newlyappointed]

6

Hiromichi Ono

7

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

Executive Vice President (Representative Director)

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

Attendanceat Board of
Directors(FY2021)(*Note 1)100%(12/12)100%(12/12)100%(10/10)(*Note 2)100%(12/12)-

Director (Outside Director)

100%(12/12)

Director (Outside Director)

100%(12/12)(Notes)
1. In addition to the above, there were two resolutions in writing deemed to have been passed as resolutions at
meetings of the Board of Directors.
2. As Mr. Kiyoshi Nozaki (No. 3) assumed the office of Director of the Company on June 24, 2021, theattendance at Board of Directors’ meetings stated only includes meetings held thereafter.

5

No.

Name
(Date of birth)

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

1

1986
2006
2008

Number ofshares of theCompany held

Joined The Joyo Bank, Ltd.
Corporate Management Division
Deputy General Manager, Business Administration
DivisionJun.
2011 Senior Deputy General Manager, Business Administration
DivisionJun.
2012 General Manager, Shimotsuma BranchJun.
2013 General Manager, Corporate Risk Management DivisionJun.
2015 General Manager, Personnel DivisionJun.
2016 Executive Officer and General Manager, Personnel
Division
ReappointedOct.
2016 General Manager, Corporate Management Department, the66,555 sharesCompany.
Tetsuya Akino
Jun.
2017 General Manager, Corporate Planning Department, the(May 23, 1963)
Company
Executive Officer and General Manager, Corporate
Planning Division, The Joyo Bank, Ltd.
Jun.
2018 Director, in charge of Corporate Planning, the Company(current position)
Managing Director, The Joyo Bank, Ltd.
Jun.
2020 Director, Managing Executive Officer
Apr.
2022 President (current position)(Significant concurrent positions)
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, as well as Presidentof The Joyo Bank, Ltd. since April 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 may continue to contribute to the management of theCompany.

6

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.

2017

Jun.
Jun.

2018
2019

Jun.

2020

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.
74,463 shares
Executive Officer, General Manager, Corporate Planning
Department, Ashikaga Holdings Co., Ltd.
Managing Executive Officer, The Ashikaga Bank, Ltd.
Managing Director
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)(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.

7

No.

Name
(Date of birth)

Reappointed
Kiyoshi Nozaki(Apr. 24, 1963)3

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

1986
2006
2011
2013
2015
2016

Oct.

2016

Jun.

2017

Jun.

2018

Jun.

2020

Jun.

2021

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

Number ofshares of theCompany held

64,124 shares(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 as well as Director of the Company since June 2021, having served as Director of The Ashikaga
Bank, Ltd. from June 2018 to 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.

8

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.
37,522 shares
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. (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.

9

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.

2022

Newly appointed
Toshihiko Ono(Mar. 11, 1969)
5

6

Number ofshares of theCompany held

Joined The Joyo Bank, Ltd.
Deputy General Manager, Corporate Planning Division
Senior Deputy General Manager, Corporate
PlanningDivision
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.
25,147 shares
Executive Officer and General Manager, Business Planning
Division, The Joyo Bank, Ltd.
Director (part-time), The Ashikaga Bank, Ltd. (current
position)Managing Executive Officer, The Joyo Bank, Ltd. (current
position)(Significant concurrent positions)
To be Director, Managing Executive Officer, The Joyo
Bank, Ltd.
 Reasons for being selected as a Candidate
Mr. Toshihiko Ono took office as General Manager in charge of Corporate Planning Department of theCompany in October 2016, and then served as General Manager of Corporate Planning Department of theCompany and General Manager of Corporate Planning Division of The Joyo Bank, Ltd. He has abundant
experience and achievements mainly in the corporate planning division, having served as Director of The
Ashikaga Bank, Ltd. since June 2020 and Managing Executive Officer of The Joyo Bank, Ltd. since April 2022.
He is selected as a candidate for Director in the expectation that he may contribute to the management of theCompany.
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
Reappointed
Investment FundJun.
2017 Retired from Member of the Board & Corporate Vice
OutsidePresident, Ajinomoto Co., Inc.
Independent- shares
Retired from Director, Japan Investor Relations Association
Retired from member of Investment Committee,
Hiromichi Ono
Government Pension Investment Fund
(Aug. 11, 1956)
Jun.
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 positions)
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 may continue to conduct the duties appropriately. He is
expected to utilize his experience and broad insight as a corporate manager and fulfill supervisory functions
through appropriate guidance and advice on overall management of the Company. He will have served as Outside
Director of the Company for three years at the conclusion of the Meeting.

10

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

Mar.

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)

Number ofshares of theCompany held

- sharesPresident & Representative Director, Core ValueManagement, Co., Ltd. (current position)(Significant concurrent positions)
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. 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 willcontinue to conduct her duties appropriately. She is expected to utilize her past experience and expertise andfulfill supervisory functions through appropriate guidance and advice on the overall management of theCompany. She will have served as Outside Director of the Company for three 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.

11

Proposal 3: 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 from the Audit and Supervisory Committee.
The details of the candidates are as follows:

No.

Current positions andresponsibilities at the Company

Name

1

Eiji
Murashima

Director (Audit and Supervisory
Committee Member)[Reappointed](Full-time Audit and Supervisory
Committee Member)2

Yoshinori
Tasaki[Newlyappointed]

3

SatoruKawamata

4

Toru
Nagasawa

5

Takashi
Shimizu[Reappointed][Outside][Independent][Reappointed][Outside][Independent][Reappointed][Outside][Independent]

Director (Audit and Supervisory
Committee Member)(Outside Director)
Director (Audit and Supervisory
Committee Member)(Outside Director)
Director (Audit and Supervisory
Committee Member)(Outside Director)

Attendanceat
Board ofDirectors(FY2021)(*Note)Attendanceat
Audit andSupervisory
Committee(FY2021)100%(12/12)100%(14/14)--100%(12/12)100%(12/12)100%(12/12)(Note) In addition to the above, there were two resolutions in writing deemed to have been passed as resolutions at
meetings of the Board of Directors.

12

100%
(14/14)100%(14/14)100%(14/14)

No.

Name(Date of birth)
Reappointed
Eiji Murashima(Jul. 1, 1955)

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

1

Jun.
Jun.

Apr.

2

Number ofshares of theCompany held

1979 Joined The Joyo Bank, Ltd.
1999 General Manager, Misato Branch
114,865 shares
2001 General Manager, Legal Office, Corporate Audit Division
2005 General Manager, Corporate Risk Management Division2007 General Manager, Corporate Audit Division2008 General Manager, Retail Banking Division2010 Executive Officer and General Manager, Business
Administration Division2011 Executive Officer and General Manager, Business
Promotion Division2012 Managing Executive Officer and Vice Director-General ofBusiness Headquarters
2013 Managing Director, The Joyo Bank, Ltd.
2016 Director, in charge of Corporate Management (Basel), theCompany
2018 Senior Managing Director, The Joyo Bank, Ltd.
2020 Director (Audit and Supervisory Committee Member), theCompany (current position)
Corporate Auditor, Mebuki Securities Co., Ltd. (current
position)
2021 Corporate Auditor, Mebuki Card Co., Ltd. (current position)(Significant concurrent positions)
Corporate Auditor, Mebuki Securities Co., Ltd.
Corporate Auditor, Mebuki Card Co., Ltd.
 Reasons for being selected as a Candidate
Mr. Eiji Murashima took office as Managing Director of The Joyo Bank, Ltd. in June 2013, and since thenhas served as the Senior Managing Director of The Joyo Bank, Ltd. and the Director of the Company. He has
the knowledge and experience to accurately, fairly, and effectively implement the business management of theCompany. 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.
Apr. 1988 Joined The Ashikaga Bank, Ltd.
Jun. 2009 Deputy Director-General, Management Planning Division
11,897
Newly appointed
Oct. 2012 General Manager, in charge of Business Planning Division
sharesApr. 2013 General Manager, Karasuyama Branch
Yoshinori Tasaki
Apr. 2015 General Manager, Kumagaya Branch(Nov. 2, 1965)
Oct. 2016 General Manager, Moka Branch
Jun. 2019 General Manager, Audit Department, the Company
Executive Officer, General Manager, Auditing Department,
The Ashikaga Bank, Ltd.
Jun. 2020 Executive Officer, Chief Officer, Saitama Area Hub
Apr. 2021 Executive Officer, Chief Officer, Ryomo/Gunma Area Hub
Apr. 2022 Executive Officer, attached to Audit and Supervisory
Committee (current position)(Significant concurrent positions)
To be Corporate Auditor, Mebuki Lease Co., Ltd.
To be Corporate Auditor, Mebuki Credit Guarantee Co.,Ltd.
 Reasons for being selected as a Candidate
Mr. Yoshinori Tasaki took office as Executive Officer and General Manager of the Auditing Department of The
Ashikaga Bank, Ltd. in June 2019, and since then has served as Executive Officer and Chief Officer of the Saitama
Area Hub and Executive Officer and Chief Officer of the Ryomo/Gunma Area Hub of The Ashikaga 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 inthe expectation that he may contribute to the management of the Company.

13

No.

Name
(Date of birth)
Reappointed
OutsideIndependent
Satoru Kawamata(Oct. 30, 1944)

3

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1968 Joined Hitachi, Ltd.
Jun. 1995 Deputy Head, Hitachi Works
Apr. 1999 Head, Power and Electricity Group, Hitachi Works
Jun 1999 Director, Head, Power and Electricity Group, Hitachi Works
Jun. 2001 Representative Director and President, Hitachi Life, Ltd.

Number ofshares of theCompany held
8,510
sharesJun. 2009 Advisor, Hitachi Life, Ltd.
Jun. 2011 Honorary Advisor, Hitachi Life, Ltd.
Mar. 2013 Retired from position as Honorary Advisor, Hitachi Life
Ltd.
Jun. 2018 Outside Director, The Joyo Bank, Ltd. (Audit andSupervisory Committee Member)
Jun. 2020 Outside Director (Audit and Supervisory Committee
Member), the Company (current position)(Significant concurrent positions)Not applicable Reasons for being selected as a Candidate and overview of expected role, etc.
Mr. Satoru Kawamata has accumulated abundant insight and experience as a corporate manager and has conducted
his duties appropriately as Outside Director (Audit and Supervisory Committee Member) of The Joyo Bank, Ltd.
since June 2018 and Outside Director (Audit and Supervisory Committee Member) of the Company since June
2020. He is selected as a candidate for Outside Director who is an Audit and Supervisory Committee Member inthe expectation that he may continue to conduct his duties appropriately. He is expected to utilize his abundantinsight and experience as a corporate manager to fulfill his supervisory function by providing appropriate guidance
and advice on the overall business management of the Company. His term of office as Outside Director (Audit andSupervisory Committee Member) of the Company will be two years at the conclusion of the Meeting.

14

No.

Name
(Date of birth)

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

Reappointed
OutsideIndependent
Toru Nagasawa(Jan. 15, 1959)
4

Jun.
Jun.
Oct.

1984 Registered as an attorney1995 Nagasawa Law Office (Currently, Nagasawa Law Offices)
opened, Representative Attorney (current position)2007 Outside Corporate Auditor, GREE, Inc. (until September
2020)
2014 Outside Corporate Auditor, LANCERS, INC. (current
position)2015 Outside Director, TOHO HOLDINGS CO., LTD. (current
position)2016 Outside Director, Ashikaga Holdings Co., Ltd.
2016 Outside Director (Audit and Supervisory Committee
Member), the Company (current position)

Number ofshares of theCompany held

shares(Significant concurrent positions)Representative Attorney, Nagasawa Law Offices
Outside Director, TOHO HOLDINGS CO., LTD.
Outside Corporate Auditor, LANCERS, INC.
 Reasons for being selected as a Candidate and overview of expected role, etc.
Mr. Toru Nagasawa does not have experience related to business management other than as an Outside Officer,
but has specialized knowledge and experience 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 the Company. His term of office as Outside Director of the Company will be six years and his
term of office as Director (Audit and Supervisory Committee Member) will be five years and nine months at theconclusion of the Meeting.

15

No.

Name
(Date of birth)

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

Reappointed
OutsideIndependent
Takashi Shimizu(Aug. 14, 1959)
5

Sep.
Apr.
Aug.
Apr.
Oct.

1995 Lecturer, School of Commerce, Waseda University
1997 Associate Professor, School of Commerce, Waseda
University
2000 Received Ph.D. in Commerce (Waseda University)
2002 Professor, School of Commerce, Waseda University
2002 Visiting Researcher, University of California, Berkeley(until August 2003)
2005 Professor, Graduate School of Accountancy, Waseda
University (current position)2016 Outside Director (Audit and Supervisory Committee
Member), the Company (current position)

Number ofshares of theCompany held

shares(Significant concurrent positions)
Professor, Graduate School of Accountancy, Waseda
University
 Reasons for being selected as a Candidate and overview of expected role, etc.
Mr. Takashi Shimizu does not have experience related to business management other than as an Outside Officer, but
has academic experience and broad insight in finance and accounting, and has conducted his duties appropriately as
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 hemay continue to conduct his duties appropriately. He is expected to utilize his academic experience and broad insightin finance and accounting to fulfill his supervisory function by providing appropriate guidance and advice on theoverall business management of the Company. His term of office as Outside Director (Audit and Supervisory
Committee Member) of the Company will be five years and nine months at the conclusion of the Meeting.
(Notes)1. There are no specific interests between each candidate and the Company.
2. The three persons - Messrs. Satoru Kawamata, Toru Nagasawa, and Takashi Shimizu - are candidates for
Outside Director. Messrs. Satoru Kawamata, Toru Nagasawa, and Takashi Shimizu 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 suchwith TSE. If their election is approved, the Company plans to keep them in the position of Independent Director.
3. If the election of the three persons - Messrs. Satoru Kawamata, Toru Nagasawa, and Takashi Shimizu - isapproved, 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 the Companies Act and the Articles of Incorporation of the Company. The limit of liability undersuch agreements shall be limited to the minimum amount stipulated by the Article 425, Paragraph 1 of theCompanies Act, or the amount previously set of ten (10) million yen or more, whichever is greater, assumingthat they performed their 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 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
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 thetime of renewal.

16

Proposal No. 4: 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 thecase where the number of Directors who are Audit and Supervisory Committee Members falls below thenumber 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 electionof 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:
No.

Name
(Date of birth)

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

Outside1

Independent

Apr.
Jun.

Kazunori Shinozaki(May 1, 1972)
Dec.
Jun.
(Notes)2001 Registered as an attorney2007 Deputy Chairman, Ibaraki Bar Association (until March
2008)
2008 Deputy General Manager, Japan Legal Support Center
Ibaraki District Office (until March 2014)2016 Outside Director (Audit and Supervisory Committee
Member), SUZUNUI CORPORATION
2017 Member, Mito City Board of Education (current position)
2019 Outside Corporate Auditor, SUZUNUI CORPORATION(current position)

Number ofshares of theCompany held

shares

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 does not have experience related to business management other than as an Outside
Officer but has specialized knowledge and experience as an attorney. He is selected as a candidate for Substitute
Director who is an Audit and Supervisory Committee Member in the expectation that he may 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.
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
plans to enter into liability limitation agreements with him to limit liabilities as set forth in Article 423, Paragraph
1 of the Companies Act. The limit of liability under such agreements shall be limited to the minimum amountstipulated by the Article 425, Paragraph 1 of the Companies Act, or ten (10) million yen or more, whichever isgreater, 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, theCompany plans to register him with the Tokyo Stock Exchange as an Independent Director who does not haveconflicts of interest with general shareholders.
5. There are no specific interests 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 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

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 Kiyoshi Nozaki
who are not
Audit and
Yoshihiro Naito
Supervisory
Committee
Members Toshihiko Ono●●

Hiromichi Ono○○

Yoshimi Shu

○

○

●

●

●

●

●

●

●

Eiji Murashima●

Directors Yoshinori Tasaki
who areAudit andSatoru Kawamata
Supervisory
Committee
Members Toru Nagasawa

●
○

○

●

●

○

○

●

●

Takashi Shimizu○○

Executive
Officers●

Yuji Gorai●

Koichi
Yamakawa●

MarketInvestment/
Global

●

●

●

●

IT/DX

●

●

●
●

●

●

●

●

●

●

●
●

●

●

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