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 damage arising from the translations.
(Securities Code: 8714)
June 3, 2024
To Shareholders with Voting Rights:
Atsushi Ukawa
Representative Director, President andCEOSenshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 15TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 15th Annual General Meeting of Shareholders of Senshu Ikeda Holdings, Inc.
(the “Company”). The meeting will be held for the purposes described below.
The Company has adopted a system of electronic provision for the convocation of this General Meeting of
Shareholders. Matters subject to the electronic provision measures are posted on the website below.
The Company’s website: https://www.senshuikeda-hd.co.jp/ir/kabunushisoukai.html
This information has also been posted on the following website:
Tokyo Stock Exchange’s “Listed Company Search” page(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)Enter the Company’s name “Senshu Ikeda Holdings, Inc.” or code “8714” in the appropriate field,
and click on “Search.” Next, click on “Basic Information” and “Documents for public
inspection/PR information” in turn.
If you do not attend the meeting, you may still exercise your voting rights in writing or electronically (on theInternet). Please review the Reference Documents for the General Meeting of Shareholders described in matterssubject to the electronic provision measures, then follow the methods described on pages 3 to 4 to exercise yourvoting rights by 5:40 p.m., on Tuesday, June 25, 2024, Japan time.

1. Date and Time:

Wednesday, June 26, 2024, at 10:00 a.m. Japan time

2. Place:

10F, Conference Room, Osaka International Convention Center (“Grand Cube
Osaka”), 5-3-51, Nakanoshima, Kita-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 15th Fiscal Year (from April 1, 2023, to March 31, 2024) andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 15th Fiscal Year(from April 1, 2023, to March 31, 2024)
Proposals to be resolved:
Proposals by the Company
Proposal No. 1: Appropriation of Surplus
1Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Shareholder Proposal
Proposal No. 5: Partial Amendments to the Articles of Incorporation
Proposal No.5 has been made by one (1) shareholder. The Board of Directors opposes this proposal.
The Company posts the results of resolutions of this General Meeting of Shareholders on its website after the conclusion of theGeneral Meeting of Shareholders, instead of sending a written notice of resolutions. We would appreciate your kindunderstanding in advance.

End2

Guide to the Exercise of Voting Rights
There are three ways to exercise your voting rights: via the Internet, etc., in writing, and by attending the Meeting.
Exercise of Voting Rights via the Internet, etc.
Method by scanning the QR CodeUsing a smartphone (including a tablet computer)
You can log in by scanning the “Login QR Code” without entering the “Login ID” and the “Temporary
Password.”
1) Scan the QR Code

2) Choose the method to exercise
your voting rights

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

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

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

Please follow the on-screen
instructions to choose “Approve”
or “Disapprove” for each
proposal.

Follow the on-screen instructions
and you will complete yourexercise.

QR Code is a registered trademark of
DENSO WAVE INCORPORATED.

Method by using a PC
You are kindly requested to access the Exercise of Voting Rights Website (https://evote.tr.mufg.jp/) andfollow the on-screen instructions to indicate your approval or disapproval of each proposal.
Deadline for exercise:
Until 5:40 p.m. Tuesday, June 25, 2024
For inquiries about the system orother matters, contact:

Securities Business Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free)(Available from 9 a.m. to 9 p.m.)◎ If you have exercised your voting rights both by mail and via the Internet, the vote exercised via theInternet will be taken as valid.
◎ If you have exercised your voting rights multiple times via the Internet, the final vote will be taken as
valid. If you have exercised your voting rights on the website for computers and smartphones
redundantly, the final vote cast will be taken as valid.
Your exercise of voting rights will contribute to activities that protect the lives and health of children
around the world.
The Company will donate the reduction in mailing costs of 84 yen per person resulting from the exercise of
voting rights via the Internet to the Japan Committee for UNICEF. Shareholders’ exercise of voting rights
will contribute to society. Please take advantage of exercising your voting rights via the Internet.
Donate to:
The Japan Committee for UNICEF

3

Exercise of Voting Rights in Writing
You are kindly requested to mark and return the enclosed Voting Rights Exercise Form with your vote of
approval or disapproval of each proposal via mail. If you choose to exercise your voting rights in writing anddo not indicate your approval or disapproval for each of the proposals on the Voting Rights Exercise Form
returned to the Company, you will be deemed to have indicated approval for the Company’s proposals anddisapproval of shareholder proposals.
Deadline for exercise:
Arrival by 5:40 p.m. Tuesday, June 25, 2024

4

Information on the Prior Questions and Livestream of the General Meeting of Shareholders
The Company will accept prior questions and livestream the General Meeting of Shareholders on the“Engagement Portal,” an exclusive website for shareholders.
How to log in to the exclusive website for shareholders “Engagement Portal”
Method by accessing the following website to enter your Login ID and Password
https://engagement-portal.tr.mufg.jp/
Method by scanning the Login QR code with your smartphone, etc.
Livestream date and time:
Wednesday, June 26, 2024 from 10 a.m. until the conclusion of the General Meeting of Shareholders⁎ The livestream website will be accessible from around 9:30 a.m. on the day of the Meeting, 30 minutes before
the start.
Prior questions
From the time of arrival of this convocation notice until 5:40 p.m., Tuesday, June 18, 2024
Important Notes:

Under the Companies Act, viewing a livestream via the Internet is not deemed as attendance at the General
Meeting of Shareholders. Accordingly, when participating in the Meeting via the Internet, you will not beable to ask questions, exercise your voting rights, or propose motions, which are permitted to theshareholders at a General Meeting of Shareholders. When exercising your voting rights, please make note ofthe deadline and mail your Voting Rights Exercise Form, vote via the Internet as shown in the separate guide,or attend the Meeting by a proxy who has been granted the authority of representation via a power ofattorney, etc.



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



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



In consideration of the privacy of the attending shareholders, the video of the meeting will only show thevicinity of the Chairperson and Officers’ seats. However, please note that there may be cases in whichshareholders in attendance are unavoidably reflected on the screen.



Prior questions shall relate to items on the agenda of this General Meeting of Shareholders. Only one
question per shareholder will be accepted.

Of the questions received in advance, those that may be of high interest to all shareholders will be answeredon the day of the General Meeting of Shareholders. Answers to other questions will be posted on the
Company’s website after the conclusion of the General Meeting of Shareholders, but please note that not all
the questions will be answered. The Company will not provide answers on an individual basis.

For inquiries about theshareholder-dedicated website,
contact:

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

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

J-Stream Inc.
Phone: 0120-597-260 (Toll Free)(On the day of the General Meeting of Shareholders, available from 9:30 a.m.
to the conclusion of the Meeting)5Reference Documents for the General Meeting of Shareholders
Proposals and References

Proposal No. 1: Appropriation of Surplus
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amountFor ordinary shares, the Company proposes a dividend of 6.25 yen per share (thereby making the annual
dividend including the interim dividend 12.50 yen per share).
The total amount of dividends in this case will be 1,752,549,794 yen.
(3) Effective date of distribution of surplus
June 27, 2024
Shareholder return policy up to the fiscal year 2023
Dividend per share: 10 yen or more; Shareholder return ratio: 30% or more

6

Proposal No. 2:

Election of Nine (9) Directors

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

No.

Name

Gender1

Atsushi Ukawa(Reappointment)

Male

2

Takayuki Ota(Reappointment)

Male

3

Toshiyuki Wada

(Reappointment)

Male

4

Hirohito Sakaguchi(Reappointment)

Male

5

Osamu Tsukagoshi(Reappointment)

Male

6

Atsuko Ogasawara

7

Yoshihiro Nakagawa

8

Keiko Kaneko

9

Hidehito Hisakawa(Reappointment)(Outside Director)(Independent Officer)(Reappointment)(Outside Director)(Independent Officer)(New Appointment)(Outside Director)(Independent Officer)(New Appointment)(Outside Director)(Independent Officer)

7

Current position
within the Company
Representative
Director, President
and CEO
Representative
Director andChairman
Director and Senior
Managing Executive
Officer
Director and Senior
Managing Executive
Officer
Director and Senior
Managing Executive
Officer

Attendanceat the Boardof Directors
meetings
100.0%(15 / 15)100.0%(15 / 15)100.0%(15 / 15)100.0%(15 / 15)100.0%(15 / 15)

FemaleDirector (Outside
Director)

100.0%(15 / 15)

Male

Director (Outside
Director)

90.9%(10 / 11)

Female

Male

No.
1

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

Reappointment/Male

Date of birth
July 19, 1956
Age
67
Years as a Director 12 years
Number of ordinary shares actually held
59,900 shares
Atsushi Ukawa
Number of ordinary shares potentially held
140,040 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1980 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2006 General Manager, Corporate Planning Division, the Bank of Ikeda, Ltd.
2006 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Director, The Senshu Ikeda Bank, Ltd.
2012 Director, the Company
2014 Managing Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director, President and CEO, the Company (current position)2018 Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd.

<Reason for appointing Mr. Atsushi Ukawa as a candidate for Director>
Mr. Atsushi Ukawa assumed the position of a Director of The Senshu Ikeda Bank, Ltd., a Group company, after having servedin the Corporate Planning, operation & system and several other departments. After assuming the position of Director of The
Senshu Ikeda Bank, Ltd., he successively held the positions of General Manager of the Operation Management Division and
the Corporate Planning Division, Director in charge of Regional Headquarters and Director in charge of the Loan, personnel
affairs and several other departments. He is especially well versed in the Corporate Planning and operation & system
departments. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise, fair andefficient execution of the overall business of the Group and sufficiently high social credibility as Representative Director.
* “Number of ordinary shares potentially held” represents the number of shares scheduled to be delivered in the future
corresponding to share acquisition rights granted under the stock option plan and is presented as reference.

No.
2

Apr.
Jun.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birthJanuary 29, 1958 Age
66
Years as a Director 8 years
Number of ordinary shares actually held
Takayuki Ota
58,380 shares
Number of ordinary shares potentially held
89,100 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1981 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2009 General Manager, Credit Analysis Division, The Senshu Bank, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Administration Officer, General Manager, Credit Division I, The Senshu Ikeda Bank,
Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director and Chairman, the Company (current position)2018 Representative Director and Chairman, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Representative Director and Chairman, The Senshu Ikeda Bank, Ltd.

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

8

No.
3

Apr.
May
Jul.
Oct.
Jun.
Apr.
Jun.
May
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
October 8, 1963
Age
60
Years as a Director 4 years
Number of ordinary shares actually held
Toshiyuki Wada
36,800 shares
Number of ordinary shares potentially held 54,400 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1986 Joined the Bank of Japan
2007 Associate Director-General, Personnel and Corporate Affairs Department, the Bank ofJapan
2010 General Manager, Matsumoto Branch, the Bank of Japan
2012 Principal Examiner, Financial System and Bank Examination Department, the Bank ofJapan
2014 Deputy Director-General and Principal Examiner, Financial System and Bank
Examination Department, the Bank of Japan
2016 Director-General and Internal Auditor, Internal Auditors’ Office, the Bank of Japan2017 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2020 Director, the Company
2020 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2021 Director and Senior Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

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

No.
4

Apr.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
October 26, 1964
Age
59
Years as a Director 2 years
Number of ordinary shares actually held
Hirohito Sakaguchi
32,340 shares
Number of ordinary shares potentially held 40,800 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1988 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2016 General Manager, Honmachi Branch, The Senshu Ikeda Bank, Ltd.
2016 Executive Officer, The Senshu Ikeda Bank, Ltd.
2020 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2021 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2022 Director and Managing Executive Officer, the Company
2023 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2023 Director and Senior Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

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

9

No.
5

Apr.
Jun.
Jun.
May
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
December 27, 1964 Age 59
Years as a Director 2 years
Number of ordinary shares actually held
Osamu Tsukagoshi
33,600 shares
Number of ordinary shares potentially held 36,200 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1988 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2016 General Manager, Internal Audit Division, The Senshu Ikeda Bank, Ltd.
2017 Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2021 Managing Executive Officer, the Company
2021 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2022 Director and Managing Executive Officer, the Company
2023 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2023 Director and Senior Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

<Reason for appointing Mr. Osamu Tsukagoshi as a candidate for Director>

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

10

No.

6

Apr.
Apr.
Apr.
May
Jul.
Apr.
May
Jun.
Jun.
Apr.
Jun.
Jun.
Feb.
Mar.

Reappointment/Outside Director/Independent Officer/Female

Date of birth

October 6, 1960

Age

63

Years as a Director 4 years
Number of ordinary shares actually held
8,700 shares
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1983 Joined The Mainichi Newspapers Co., Ltd.
2006 General Manager, Okayama Bureau, The Mainichi Newspapers Co., Ltd.
2008 General Manager, Economic Department, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2011 General Manager, Kyoto Bureau, The Mainichi Newspapers Co., Ltd.
2014 Deputy General Manager, Editorial Bureau, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2016 General Manager, General Business Bureau, The Mainichi Newspapers Co., Ltd.
2017 Director, Japan High School Baseball Federation2018 Deputy Representative, Osaka Headquarters, The Mainichi Newspapers Co., Ltd.
2018 Director, The Daido Life Foundation (current position)2020 Executive Director (Part-time), National University Corporation Osaka University
2020 Outside Director, the Company (current position)2020 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2021 Director, Kansai Innovation Center (current position)
2023 External Director, CTI Engineering Co., Ltd. (current position)(Significant concurrent positions)
Director, The Daido Life Foundation
Director, Kansai Innovation Center
External Director, CTI Engineering Co., Ltd.
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

Atsuko Ogasawara<Reason for appointing Ms. Atsuko Ogasawara as a candidate for Outside Director and expected roles>
Ms. Atsuko Ogasawara held key positions at The Mainichi Newspapers Co., Ltd. With her wide range of experience andachievements in the business world, Ms. Ogasawara has properly overseen corporate management as the first female
Director of the Company since June 2020. The Company highly values her experience and capabilities and believes that she
will provide supervision and advice based on her knowledge if she is elected as Outside Director. The Company, therefore,
proposes to reelect her as Outside Director.
<Independence>
There is no special interest between Ms. Atsuko Ogasawara and the Company.
Ms. Ogasawara satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

11

No.

7

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

Reappointment/Outside Director/Independent Officer/Male

Date of birth

May 6, 1953

Age

71

Years as a Director 1 year
Number of ordinary shares actually held
Yoshihiro Nakagawa
2,500 shares
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1976 Joined Hankyu Corporation
2002 General Manager, Musical Theater Business Department, Entertainment Division,
Hankyu Corporation
2003 Deputy General Manager, Entertainment Division and General Manager, Musical
Theater Business Department, Hankyu Corporation2005 Director (Deputy General Manager, Entertainment Division and General Manager,
Entertainment Control Department), Hankyu Corporation2007 Managing Director (General Manager, Distribution Division) of Hankyu Corporation2013 Senior Managing Director and Representative Director (General Manager,
Entertainment Division) of Hankyu Corporation2014 President and Representative Director of Hankyu Corporation2014 Director, Hankyu Hanshin Holdings, Inc.
2016 Director, Hankyu Hanshin Hotels Co., Ltd.
2017 Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd. (current
position)2017 Director, Gazoku-sansou Corporation (current position)
2023 Outside Director, the Company (current position)
2023 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent positions)
Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
Director, Gazoku-sansou Corporation
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

<Reason for appointing Mr. Yoshihiro Nakagawa as a candidate for Outside Director and expected roles>
Mr. Yoshihiro Nakagawa has a wealth of experience and track record as a corporate manager, having served as Representative
Director of Hankyu Corporation and Hankyu Hanshin Hotels Co., Ltd. He has properly overseen corporate management as an
Outside Director since June 2023. The Company highly values his experience and capabilities, and believes that he will
provide supervision and advice based on his knowledge if he is elected as Outside Director. The Company, therefore, proposes
to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Yoshihiro Nakagawa and the Company.
Mr. Nakagawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hankyu Hanshin Hotels Co., Ltd., where Mr. Nakagawa serves as
Chairman and Representative Director, and the Group company. However, because such transactions in the most recent
fiscal year account for less than 1% of each company’s ordinary income, they do not affect the independence of Mr.
Nakagawa.
It has been five years since he left the office of Director of Hankyu Hanshin Holdings, Inc.

12

No.

8

Apr.
Apr.
Apr.
Oct.
Jun.
Apr.
Apr.
Jun.
Apr.
Jun.

New appointment/Outside Director/Independent Officer/Female

Date of birth

November 27, 1958

Age

65

Years as a Director—
Numberofordinarysharesactually
held
Keiko Kaneko―
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1981 Joined Matsushita Electric Industrial Co., Ltd. (currently Panasonic Corporation)2007 Director, Corporate Information Security Division, Matsushita Electric Industrial Co.,Ltd.
2014 Assistant to Director, Senior Counsel for Personal Information Protection, Legal
Division, Panasonic Corporation2014 Executive Officer, CLO, and General Manager, Security Compliance Division, Benesse
Holdings, Inc.
2016 Executive Officer, CPO (CISO), and General Manager, Information Security Division,
Benesse Holdings, Inc.
2017 CPO (CISO) and General Manager, Information Security Division, Benesse Holdings,
Inc.
2018 Associate Professor, Department of Business Law, Faculty of Business Administration,
Osaka University of Economics
2019 Director, MARUDAI FOOD CO., LTD. (current position)
2022 Chief Researcher, Center for International Economic Collaboration (CFIEC)
2022 Outside Director, KYOKUTO KAIHATSU KOGYO CO., LTD. (current position)(Significant concurrent positions)
Director, MARUDAI FOOD CO., LTD.
Outside Director, KYOKUTO KAIHATSU KOGYO CO., LTD.

<Reason for appointing Ms. Keiko Kaneko as a candidate for Outside Director and expected roles>
Ms. Keiko Kaneko has wide range of experience and achievements in the business world, having successively held key
positions at Panasonic Corporation and Benesse Holdings, Inc, and she also possesses sufficient social credibility. As such,
the Company believes she would be able to fulfill the role of Outside Director. With the expectation that she will provide
supervision and advice based on her knowledge if she is elected as Outside Director, the Company proposes to elect her as
Outside Director.
<Independence>
There is no special interest between Ms. Keiko Kaneko and the Company.
Ms. Kaneko satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members”
set forth by the Company.

13

No.

9

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

New appointment/Outside Director/Independent Officer/Male

Date of birthJanuary 24, 1955

Age

69

Years as a Director—
Numberofordinarysharesactually
held
Hidehito Hisakawa―
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1978 Joined Daikin Manufacturing Co., Ltd. (currently EXEDY Corporation)
2006 Director in charge of overseas businesses, EXEDY Corporation2009 Executive General Manager, Sales Headquarters, EXEDY Corporation2009 Director and Executive Managing Officer, EXEDY Corporation
2011
Director and Senior Executive Managing Officer, EXEDY Corporation2012 Representative Director and Senior Executive Managing Officer, EXEDY Corporation
2015 Representative Director and President, EXEDY Corporation
2022 Chairman and Director, EXEDY Corporation
2023 Senior Corporate Advisor, EXEDY Corporation(Significant concurrent positions)―<Reason for appointing Mr. Hidehito Hisakawa as a candidate for Outside Director and expected roles>
Mr. Hidehito Hisakawa has a wealth of experience and track record as a corporate manager, having served as Representative
Director of EXEDY Corporation, and he also possesses sufficient social credibility. As such, the Company believes he would
be able to fulfill the role of Outside Director. With the expectation that he will provide supervision and advice based on his
knowledge if he is elected as Outside Director, the Company proposes to elect him as Outside Director.
<Independence>
There is no special interest between Mr. Hidehito Hisakawa and the Company.
Mr. Hisakawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
Notes: 1. Ms. Atsuko Ogasawara, Mr. Yoshihiro Nakagawa, Ms. Keiko Kaneko and Mr. Hidehito Hisakawa are candidates
for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Regulation for Enforcement of theCompanies Act.
Ms. Atsuko Ogasawara and Mr. Yoshihiro Nakagawa satisfy the requirements provided for by the Tokyo Stock
Exchange and the criteria for independence set forth by the Company. The Company, therefore, has submitted to
the Exchange a notification designating them as Independent Officers. If they are elected as originally proposed,
they will continue to be Independent Officers. Ms. Keiko Kaneko and Mr. Hidehito Hisakawa satisfy therequirements provided for by the Tokyo Stock Exchange and the criteria for independence set forth by theCompany. If they are elected as originally proposed, they will be Independent Officers, and the Company,
therefore, will submit to the Exchange a notification designating them as Independent Officers.
2. Ms. Atsuko Ogasawara and Mr. Yoshihiro Nakagawa are currently Outside Directors of the Company, and theirrespective terms of office as Outside Directors will be four (4) years for Ms. Atsuko Ogasawara and one (1) year
for Mr. Yoshihiro Nakagawa at the conclusion of this General Meeting of Shareholders.
3. Mr. Hidehito Hisakawa has been appointed as a candidate for Director who is an Audit and Supervisory
Committee Member of Bando Chemical Industries, Ltd. to be proposed at the 101st Ordinary General Meeting of
Shareholders of the said company scheduled in June 2024.
4. Liability limitation agreements with Outside Directors
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Directors to limit the liability for damages under Article 423, Paragraph 1 of theCompanies Act to the amount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that theduties of the Outside Directors are performed in good faith and without gross negligence. If Ms. Atsuko
Ogasawara and Mr. Yoshihiro Nakagawa are elected as Outside Directors at this General Meeting of Shareholders,the Company plans to continue these agreements with them, and if Ms. Keiko Kaneko and Mr. Hidehito
Hisakawa are elected as Outside Directors at this General Meeting of Shareholders, the Company plans to newly
conclude such agreements with them.
5. Directors and Officers liability insurance (hereinafter, “D&O insurance”) contract
The Company has concluded a D&O insurance contract that insures all Directors with an insurance company.
This contract will cover any damages that may arise in the event that Directors assume liability resulting from theexecution of their duties. The term of the D&O insurance contract is one year and will be renewed upon the
Board of Directors’ resolution before the expiration date of the said term. If each candidate assumes office, they
will be insured under the insurance contract.

14

Skill Matrix of Director Candidates

Internal Directors
Outside Directors

Skill

Corporate
management/
Governance

Financialaccounting

Riskmanagement/
Compliance

Organization/
Personnel

Atsushi
Ukawa
TakayukiOta
Toshiyuki
Wada
Hirohito
Sakaguchi
Osamu
Tsukagoshi
AtsukoOgasawara
Yoshihiro
Nakagawa
Keiko
KanekoHidehito
Hisakawa

•
•
•
•
•

•

•

•
•
•

•
•
•

•

IT/Digital

Social(ESG/SDGs)

Finance

Region

•

•

•
•
•
•
•

•

•
•
•
•
•
•

•
•
•
•
•

•
•

•
•
•

•
•

•

Marketing

•
•
•

•

•

•

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

15

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Satoshi Kitagawa will expire at the conclusionof this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect one (1) Audit & Supervisory Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.

New appointment/Male

Apr.
Feb.
Aug.
Oct.
Jun.
Jun.
Jun.

Date of birth
November 22, 1965 Age
58
Years as an Audit & Supervisory Board—
Hideya Arimoto
MemberNumber of ordinary shares actually held
27,344 shares
Number of ordinary shares potentially held―
Past experience (Positions and significant concurrent positions)1989 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2011 General Manager, Yamashita Branch, The Senshu Ikeda Bank, Ltd.
2014 General Manager, Ikeda CS Division, The Senshu Ikeda Bank, Ltd.
2015 General Manager, Solution Division, The Senshu Ikeda Bank, Ltd.
2018 General Manager, Kamishinjo Branch, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer; and General Manager of Kamishinjo Branch and Toyosato Branch,
The Senshu Ikeda Bank, Ltd.
2021 Managing Director, Senshu Ikeda Lease Co., Ltd. (current position)
Managing Director, Senshu Ikeda Auto Lease Co., Ltd. (current position)(Significant concurrent position)―<Reason for appointing Mr. Hideya Arimoto as a candidate for Audit and Supervisory Board Member>
Mr. Hideya Arimoto has long experience in the CS branches of The Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager of branches and General Manager of the Loan department. In June 2021, he wasappointed as Director of Senshu Ikeda Lease Co., Ltd. and Senshu Ikeda Auto Lease Co., Ltd., Group companies, and has
broad knowledge and experience, as well as sufficient social credibility. As such, the Company believes that he will be able
to fulfill the role of an Audit & Supervisory Board Member from a standpoint independent from the business execution.
Note:

1. There is no special interest between Mr. Hideya Arimoto and the Company.
2. Mr. Hideya Arimoto is scheduled to retire from the posts of Managing Director of Senshu Ikeda Lease Co., Ltd. andManaging Director of Senshu Ikeda Auto Lease Co., Ltd. in June 2024.
3. D&O insurance contract
The Company has concluded a D&O insurance contract that insures all Audit and Supervisory Board Members withan insurance company. This contract will cover any damages that may arise in the event that Audit and Supervisory
Board Members assume liability resulting from the execution of their duties. The term of the D&O insurance
contract is one year and will be renewed upon the Board of Directors’ resolution before the expiration date of the said
term. If the candidate assumes office, he will be insured under the insurance contract.

16

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for an eventuality in which the number of Audit & Supervisory Board Members falls short of that
stipulated by laws and regulations, the Company proposes the election of one (1) substitute Audit & Supervisory
Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows.

New appointment/Outside/Independent
Officer/Male

Apr.
Jan.
Jun.
Jul.
Jun.
Apr.
Apr.
Oct.
Jun.
Jun.
Apr.
Apr.
Oct.

Date of birth
March 4, 1956
Age
Years as an Audit & Supervisory Board
MemberKenji Fukuda
Number of ordinary shares actually held
Number of ordinary shares potentially held
Past experience (Positions and significant concurrent positions)1984 Registered with Osaka Bar Association
Joined Dojima Law Office
1987 Partner at Dojima Law Office (current position)
1997 Audit & Supervisory Board Member, PATLITE Corporation
2002 Family Law Mediator at Kobe Family Court, Itami Branch2006 Auditor (non-full time), Osaka Kyoei Credit Association (current position)2007 Member of Osaka Construction Disputes Resolution Committee
2009 Vice President, Osaka Bar Association2010 Visiting Professor, Osaka University Law School
2011 Outside corporate auditor, Shionogi & Co., Ltd.
2018 Outside Audit & Supervisory Board Member, The Senshu Ikeda Bank, Ltd.
2022 President, Osaka Bar Association
2022 Vice-President, Japan Federation of Bar Associations
2023 Chair of Osaka Disputes Resolution Committee (current position)(Significant concurrent position)
Partner at Dojima Law Office
Auditor (non-full time), Osaka Kyoei Credit Association
Chair of Osaka Disputes Resolution Committee

68
—
―
―

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

17

<Reference>

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
The Senshu Ikeda Group judges the independence of the respective candidates for Outside Directors/Audit &Supervisory Board Members according to the following criteria.
<Standard for judging the independence>
At the Senshu Ikeda Group, as a general rule, Outside Directors/Audit & Supervisory Board Members shall bethose who do not fall under any of the following requirements, at present or recently.1
1. A person who deems the Group to be a major2 business partner, or in the case of a company, an executing
person thereof.
2. A person who the Group deems to be a major business partner, or in the case of a company, an executing
person thereof.
3. A business consultant, an accounting specialist or a legal specialist who has received a large sum3 of moneyand other properties other than Officers’ remuneration from the Group (or a quasi-executing person who has
belonged to the payee’s group).
4. A person who the Company deems to be a major shareholder4 of the Company, or in the case of a company,
an executing person thereof.
5. A payee of a large sum of donation from the Group, or a quasi-executing person of the payee’s group, in thecase where the receiver of the monies, etc., is an entity.
6. A former executing person of any of the Group companies in the past.5
7. A relative6 of a person (excluding those who are not significant) mentioned below:
A. A person who is mentioned in the aforementioned items 1 through 6
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees of any of
the Group companies
Notes:
1. Definition of “recently”: Refers to cases that might be regarded as almost “at present,” for example, including
the case where said person fell under any infringement requirement item since the content of a proposal forthe selection as Outside Director or Outside Audit & Supervisory Board Member was determined.
2. Definition of “major”: Refers to 2% or more of the consolidated net sales per annum (Consolidated ordinary
income in case of the Company) for the nearest fiscal year, as a benchmark for judgment.
3. Definition of “a large sum”: Refers to a three-year average amount of ¥10 million or more per annum for the
past three years.
4. Definition of “major shareholder”: Refers to a shareholder who held 10% or more of the total voting rights at
the end of the nearest fiscal year.
5. Definition of “past”: Refers to “within 10 years up to the present.”
6. Definition of “relative”: Refers to “within the second degree of kinship of a person.”18

Shareholder Proposal
Proposal No.5 has been made by a shareholder. The number of voting rights held by such shareholder (oneperson) is 500.
“Details of the proposal” and “Reasons for the proposal” are presented in the original text as submitted by theshareholder, including its expression and fact recognition.

Proposal No. 5:

Partial Amendments to the Articles of Incorporation1.

Details of the proposal
To the Articles of Incorporation of Senshu Ikeda Holdings, Inc., “Declaration of partnership with shareholders”
shall be added as follows:◎ Senshu Ikeda Holdings, Inc. and its shareholders are partners in a collegial relationship who share asingle fate, and shall work together to increase corporate value based on mutual respect. The General
Meeting of Shareholders shall be positioned as one of the opportunities for exchanging opinions among
them, and thus shall be made a lively one without losing its substance. The Company hereby declaresthat it is committed to fusing together proposals of the Company and its shareholders, steadily choosing
the best way, and thereby ensuring unshaken corporate continuity toward the 22nd century.

2.

Reasons for the proposal
Shareholders all over Japan! Please have more interest in a General Meeting of Shareholders and decide
whether to approve or disapprove proposals seriously!
Do you remember the Shareholder Proposal at the previous meeting? Just a short distance from Osaka, mostpeople are unaware of the place names of ”Ikeda” or “Senshu.” Moreover, with the addition of the word
"Holdings" alone to such unfamiliar place names, people do not understand what the company does. Reasonsfor the proposal was that changing the trade name to “Chuo Osaka Financial Holdings, Inc.” would make itrecognizable to anyone all over Japan. Against this proposal, the Board of Directors declared that the tradename of the Company, as well as the trade name of the Senshu Ikeda Bank, had become widely known. Can
you proudly tell your relatives and friends living in outside the Osaka region that you are working for Senshu
Ikeda Holdings, which is widely known across the nation? No matter how dishonest the Company’s attitudes
may be, you arrogantly believe that the Company's opinions will be approved anyway at a General Meeting.
Such arrogance may turn the management uncontrollable if it has taken root in daily operations. I would likethe management to reach out to individual shareholders going forward and manage the Company withsincerity. It is in this hope that I make this proposal.

3.

Opinion of the Board of Directors regarding this proposal(1) Opinion of the Board of Directors of the Company
The Board of Directors of the Company is opposed to this proposal.
(2) Reasons for the opposition
For the purpose of enhancing constructive dialogue with shareholders, the Company formulated “Disclosure
Policy” and “Basic Policy on Dialogue with Shareholders.” We disclose information in a fair and timely
manner to all stakeholders, including shareholders, to enhance constructive dialogue, while also incorporating
insights gained through dialogue into management for achieving sustainable growth and development of theCompany and for increasing corporate value. As the General Meeting of Shareholders is a supremedecision-making body for the Company, we strive to ensure that shareholders can thoroughly deliberate oneach proposal. To this end, the Company engages in initiatives as shown below to promote dialogue withthem, while developing appropriate environments. Due to these reasons, the Board of Directors is of theopinion that it is unnecessary to add the declaration as proposed in this proposal to the Articles ofIncorporation.
In addition, the Articles of Incorporation shall contain stipulations on basic principles necessary for managing
a company. Accordingly, the Board of Directors is of the opinion that it is inappropriate to stipulate specificpolicies and the like to the Articles of Incorporation.
Due to the aforementioned reasons, the Board of Directors is opposed to this proposal.
19



The Company’s initiatives for vitalization of General Meeting of Shareholders and smooth exercise of voting
rightsThe meeting is scheduled on Wednesday June 26, 2024.
Setting of a date for General Meeting ofEvery year, we hold the meeting one to three business days
Shareholders by avoiding dates on whichprior to a date on which many companies hold shareholders
many companies hold shareholders meetings
meetings.
In 2024, the convocation notice will be sent eight days prior toa legally mandated date.
Early sending of the convocation notice ofReference Documents for the General Meeting ofGeneral Meeting of Shareholders
Shareholders that are matters subject to the electronic
provision measures are also posted prior to a legally mandated
date.
From 2022, we disclose the securities report prior to holding a
Early disclosure of the securities report
General Meeting of Shareholders. The same initiative isplanned for this year.
Voting rights are exercisable through the Internet. The
Exercise of voting rights by electromagnetic
Company also participates in the platform for institutional
means
investors, which is operated by ICJ Inc.
We prepare an English version of the Notice of Convocation
Provision of a convocation notice in Englishof the General Meeting of Shareholders (summary).
(summary)
The convocation notice in English will be posted on thewebsites of the Company and Tokyo Stock Exchange.
Prior to holding a General Meeting of Shareholders, we plan
Shareholders not coming to the venue on theon accepting prior questions via the Internet.
day of the meeting
The proceedings on the day of the meeting will be alsoavailable via livestream.

20

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

Initiatives regarding the Company’s Corporate Governance
2 The Board of Directors and the Audit & Supervisory Board
The Company has formulated the following basic policy with regard to the policy for nominating candidates for
Directors and Audit & Supervisory Board Members of the Company.

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

<Basic policy for nominating candidates for Audit & Supervisory Board Members>
The Company appoints as candidates for Audit & Supervisory Board Members (including Outside Audit &Supervisory Board Members) persons who can be expected to ensure independence from business executors andestablish an excellent corporate governance system that is compatible with the sustainable growth and social
credibility of the Company.
The Company secures various opportunities for substantive discussions and examinations by the Board of Directors,
and determines the number of members of the Board of Directors from the perspective of emphasizing the speed ofdecision making. Currently, the Board of Directors is composed of nine Directors and four Audit & Supervisory
Board members.
All four independent outside directors after approval of Proposal No. 2 have management experience at othercompanies.
All independent outside directors have excellent knowledge, experience and capabilities, some with extensive
experience and achievements as management executives, one with experience working in the media, and anotherwith deep insights in information security. In terms of gender, we have appointed two female outside directors, andin terms of work experience, some persons have experience working in overseas divisions. In addition, we haveendeavored to ensure diversity in terms of age, with two persons in their fifties, six persons in their sixties, and one
person in his seventies.

3 Basic Concept Regarding Business Portfolio
The Group established a Basic Concept Regarding Business Portfolio in May 2022 for the purpose of clarifying its
business portfolio strategies and increasing the effectiveness of supervision by the Board of Directors.

Basic Concept Regarding Business Portfolio
1. Purpose of business portfolio management
The purpose of business portfolio management shall be to demonstrate synergies among businesses andstrive for sustained enhancement of corporate value of the Group as a whole, consisting of the Company,
its consolidated subsidiaries, and affiliated companies under the equity method (hereinafter, “the Group”),
through the rearrangement of the overall business portfolio and allocation of management resources.
2. Classification of business areas
In business portfolio management, the business areas of the Group shall be classified into the corporate
solutions division, retail division, private banking division, regional co-creation division, and other (market
division), and the individual divisions shall be the basic unit for management judgments relating to thebusiness portfolio.
3. Types of management judgments
The types of management judgments relating to the business portfolio shall be as follows.
(1) Entry into new businesses(2) Expansion and improvement of existing businesses(3) Contraction of existing businesses and withdrawal from existing businesses(4) Selection of business models (solo or in alliance with external parties)(5) Other changes in business portfolio of a scale that would potentially have an impact on the corporate
value of the Group(6) Allocation of management resources in line with the implementation of (1) through (5)4. Governance structure(1) The Board of Directors of the Company will decide on basic matters regarding business portfolio
management and supervise the implementation of business portfolio management.
(2) The Management Committee of the Company will deliberate and decide on important matters regarding
business portfolio management under the supervision of the Board of Directors.
5. Evaluation of businesses and consideration of non-financial value(1) In business portfolio management, businesses will be evaluated with the profitability of the individual
division, growth potential, and synergy with other businesses as the basic focus of evaluation.
(2) In making management judgements relating to the business portfolio, in addition to using the results ofbusiness evaluations, due consideration will also be given to non-financial value, including consistency
with the Management Principle and contribution to regional communities.
6. Incorporation into management plans
When formulating or revising Medium-Term Business Plan and other management plans, the Board of
Directors will deliberate on the need to review the business portfolio and management resources allocationplans and incorporate the outcomes of those deliberations in the management plans.

Initiatives regarding the Company’s Corporate Governance
4 Evaluation of Effectiveness of Board of Directors
With the objective of enhancing the functions of the Board of Directors, the Company conducts an analysis andevaluation of its effectiveness on an annual basis. Since fiscal 2020, upon ensuring a mechanism in which externalorganizations are used to highlight issues, the Directors and Audit & Supervisory Board Members are asked tocomplete a questionnaire survey consisting of five sections, “Composition and operation of the Board of Directors,”“Management and business strategies,” “Corporate ethics and risk management,” “Evaluation and remuneration of
executive management team,” and “Engagement with shareholders, etc.” for the purposes of self-evaluation.
[Key themes in previous fiscal year and details of initiatives]
In fiscal 2023, the following two matters were positioned as key themes and we strived to improve the effectivenessof the Board of Directors.
(1) More active discussion and deeper initiatives concerning human resources strategy
In our deliberations on the formulation of the Fifth Medium-Term Business Plan Plus, the key issues discussed
were human resources strategy combined with management strategy and human resources allocation
connected to the business portfolio. In terms of the executive-side structure underpinning these strategies, thePersonnel Affairs Division and Corporate Planning and General Affairs Division worked together andsupervised the process of consideration of the human resources required to achieve strategy targets.
Other major initiatives we have implemented in addition to the above are as follows:･We formulated a Basic Policy for Human Capital Management, established a slogan of “Gather for the
People, Gather for the Work” and five policies for “Recruitment,” “Placement,” “Development,”“Evaluation,” and “Remuneration” to achieve the penetration of a consistent Group culture concerning thekinds of people we recruit and the types of abilities we expect them to demonstrate.
･ We worked on improving employees’ working conditions, such as raising base salaries amid inflation,
introducing additional, performance-linked payments for full-time employees and part-time workers, andextending employment until the age of 70.
･With the aim of the active promotion of women, we have set a goal of raising the percentage of women in
managerial positions to 25% or more in fiscal 2026 and to 35% or more in fiscal 2030, and the percentageof women in team leader positions to 35% or more in fiscal 2026 and to 45% or more in 2030.
(2) Stricter implementation and monitoring/supervision of internal control
The Board of Directors has supervised initiatives implemented by the Risk Management Committee and the
Money Laundering and Funding of Terrorism Countermeasures Committee, including identifying andassessing risk management processes across the Group and significant risks to the Group, as well as thecommittees’ deliberation and implementation of measures in order of priority.
In particular, in light of the fact that the world’s eyes are increasingly on the Group, we increased the numberof staff with the aim of stricter implementation of internal control, and established four subcommittees for the
deliberation and implementation of measures against money laundering and funding of terrorism.
Based on the above, we shifted to a position based on a concept of “three lines of defense” against money
laundering and funding of terrorism. We also plan to shift to a similar position based on a “three lines ofdefense” concept against compliance risk and administrative risk in the second half of fiscal 2024.
In addition to initiatives to address the key themes, we have decided to clearly present the discussion points
in Board of Directors materials to support supervision and discussion by the Board of Directors. Further, in
fiscal 2022, we re-launched shareholder roundtables to promote constructive dialogue with shareholders. In
fiscal 2023, we served snacks at the roundtables for the first time in four years, and shareholders’ opinions
were reported to the Board of Directors.

[Results of evaluation in the year under review]
Deliberation was conducted at the Board of Directors meetings in April and May, 2024, based on the results of thequestionnaire survey and details of initiatives. Overall, we have assessed that the effectiveness of the Board of
Directors has been ensured.

Summary of Questionnaire on the Effectiveness of the Board of Directors
Item

Summary of FY2023 Survey

Surveyed officers

Senshu Ikeda Holdings
9 Directors & 4 Audit & Supervisory Board Members
The Senshu Ikeda Bank
11 Directors (including concurrently serving Directors) & 4 Audit & Supervisory Board Members(Total: 19)

Questions

Evaluation

Composition and operation of the Board of Directors
Management and business strategies
Corporate ethics and risk management
Evaluation and remuneration of executive management teamEngagement with shareholders, etc.
Initiatives for improvements based on the previous key themes
Scoring on 5-point scale; open-ended questions

Overall score: Average 4.4 points (from a total of 5 points) (FY2020: 4.5 points; FY2021: 4.4
points; FY2022: 4.2 points)
Percentage of evaluations: Positive (Score of 5 or 4): 94.1%; Negative (Score of 2 or 1): 0.3%
[Key themes for further improvement of effectiveness]
For further improvement of effectiveness, we believe that we need to work on the following two matters and will
position them as the key themes for FY2024.
(1) Consideration of roles of the Board of Directors
Particular emphasis will be given to “appropriate demarcation between supervision and execution” and“delegation of authority.”(2) Deliberation and supervision based on the roles of the Board of Directors
In particular, we will continue to deepen discussion on “DX promotion and human resources strategies,”“strengthening of group governance,” and “response to sustainability issues” in our efforts to further improve
effectiveness.
So far, we have made efforts to secure more time for deliberations by introducing summaries for some of theBoard of Directors report materials, holding some joint Board of Directors meetings with The Senshu Ikeda Bank,and shortening the time required for explanations by providing matters for report in advance. In fiscal 2024, we
will discuss the provision of information and improve the quantity and contents of materials for Board of Directors
meetings, with the aim of further improvement of their operation.
Similar analysis and evaluation has been conducted at our major subsidiary, The Senshu Ikeda Bank, and we haveconfirmed that the effectiveness of the Bank’s Board of Directors has been ensured.

Initiatives regarding the Company’s Corporate Governance
5 Concept regarding the Company’s cross-shareholdings(1) Basic policy regarding cross-shareholdings.
Since the bank merger in 2010, the Company has reduced cross-shareholdings with the aim of reducing the riskof shareholding.
Going forward, we will continue to reduce cross-shareholdings. We will pursue these reductions on the assumptionof sufficient dialogue with our business partners, after comprehensively considering matters such as the risk ofshareholding and the efficiency of capital.
However, the Company may hold limited shares if this contributes to the medium- to long-term enhancement of
the corporate value of the Group and investees or if this is deemed necessary for the creation of regional
communities and for the revitalization of regional communities.
(2) Policy for reduction of cross-shareholdings
The Company set a target for reduction of cross-shareholdings with the aim of reducing the ratio of the crossshareholdings (including shares deemed to be held) to less than 20% of consolidated net assets by the end of fiscal
2023 during the Fifth Medium-Term Business Plan. During the period of the Medium-Term Business Plan, theCompany divested cross-shareholdings with a market value of 1.5 billion yen. This resulted in the ratio falling to
18.8% by the end of fiscal 2023, hence the target was achieved. We will continue to divest and reduce crossshareholdings during the period of the Fifth Medium-Term Business Plan Plus (FY2024-FY2025) in our efforts tomaintain the ratio of less than 20%.
(3) Holding status of cross-shareholdings

6 Policy for Determining Remuneration for Officers
For details of the policy for determining remuneration for individual officers, please refer to page 60 of thisconvocation notice (Japanese original).

Officer remuneration for the 16th term (fiscal 2024)
Details of officer remuneration for the 16th term under the decision-making policy are as follows.
For persons concurrently serving at The Senshu Ikeda Bank, Ltd., the amount paid by the Bank is included.
1. Overall view of remuneration
Officer remuneration consists of basic remuneration, performance-linked remuneration, and stock options.

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

Initiatives regarding the Company’s Corporate Governance
3. Performance-linked remuneration
The performance indicators for the 16th term are as follows, and the amount of performance-linked remuneration
fluctuates according to the achievement rate. If the achievement rate falls short of the range shown below, thelower limit of the predetermined performance-linked remuneration amount shall be paid, and if the achievement
rate exceeds the range shown below, the upper limit shall be paid. The target values for each index are determinedby the Board of Directors.
Item
Profitability indicator
Future potential indicator
Soundness indicator

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

However, performance-linked remuneration shall not be paid if the following performance indicators set by the
Board of Directors are not achieved.
Bank non-consolidated core business net income (excluding gains andlosses on investment trust cancelations)
Profit attributable to owners of parent (holding company consolidated)
For Directors other than the President and Chairman, a certain ratio of performance-linked remuneration shall be
determined by qualitative evaluation according to the performance status of each individual. The Board of
Directors shall establish evaluation criteria for the performance status, and shall delegate the evaluation of eachindividual based on these criteria to the President.
4. Non-monetary remuneration
The type of shares subject to stock acquisition rights to be granted as stock options shall be common stock of theCompany, and the number of shares subject to each stock acquisition right shall be 100 shares.
The amount equivalent to the payment amount for the stock acquisition rights shall be determined based on
position, responsibilities, and share price, etc. The determined amount is divided by the fair price of stockacquisition rights calculated by a fair calculation method, such as the Black-Scholes model, to obtain the numberof shares, and the number of shares divided by 100 shall be the number of units of stock acquisition rights.
A claw-back clause for stock options shall be established, whereby in the event that there is deemed to have been
illegal or improper execution of duties, acts that violate the duty of due care or duty of loyalty of a prudent
manager, or acts equivalent thereto, the Company may acquire all the stock acquisition rights held by the holderof said stock acquisition rights (limited to stock acquisition rights granted as non-monetary remuneration of theBank) without consideration.

Diversity, Equity and Inclusion（DE&I)
1 Initiatives to realize Diversity, Equity and Inclusion

Diversity, Equity and Inclusion（DE&I)

2 External evaluation

The Fifth Medium-Term Business Plan Plus
1 Key Message

The Fifth Medium-Term Business Plan Plus
2 Vision’25 and the Fifth Medium-Term Business Plan Plus (FY2021-FY2023)
In May 2020, the 10-year anniversary of the merger, the Group formulated Vision ’25, the Group’s vision for2025, which will be a year of great growth of the Osaka-Kansai Japan Expo 2025.
● Under the policy of being useful to our regional customers by offering through solutions, the Group developed
the Fifth Medium-Term Business Plan (FY2021-FY2023) with the aim of realizing growth strategy in anticipationof Vision’25.
●

3 Positioning

The Fifth Medium-Term Business Plan Plus
4 Outline/Target figures5 Long-term growth strategy

The Fifth Medium-Term Business Plan Plus
6 Capital adequacy ratio control and shareholder returns

7 Human Resources Strategy: Overall Image of Human Capital Management

The Fifth Medium-Term Business Plan Plus
8 Human Resources Strategy: Human Resources Portfolio Vision, Enhancement of Engagement

9 Human Resources Strategy: Diversity, Equity & Inclusion (DE&I)

The Fifth Medium-Term Business Plan Plus
10 New Business: Digital Banking

11 Sustainable Management