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

(Securities Code: 8714)
June 1, 2018
To Shareholders with Voting Rights:
Hirohisa Fujita
Representative Director andPresident
Senshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 9th Annual General Meeting of Shareholders of Senshu Ikeda
Holdings, Inc. (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, please review the Reference Documents for the General Meeting of
Shareholders described hereinafter. Then, mark and return the enclosed Voting Rights Exercise Form withyour vote of approval or disapproval via mail, or read the “Procedures for Exercising Voting Rights via theInternet” (on pages 3 and 4) and exercise your voting rights through a computer or mobile phone at theExercise of Voting Rights Website designated by the Company (https://evote.tr.mufg.jp/) by no later than 5:40
p.m. on Monday, June 25, 2018, Japan time.
1. Date and Time:

Tuesday, June 26, 2018, 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 9th Fiscal Year (from April 1, 2017, to March 31, 2018) 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 9th Fiscal Year(from April 1, 2017, to March 31, 2018)

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Ten (10) Directors
End1

Guide to the Exercise of Voting Rights
If you are attending the meeting:Date and time of the meeting: 10 a.m., Tuesday, June 26, 2018
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the convention center on the day of the meeting for confirmation.
Exercise of voting rights in writing
Deadline for exercising voting rights: Arrival until 5:40 p.m., Monday, June 25, 2018
You are kindly requested to mark and return the Voting Rights Exercise Form with your vote of approval ordisapproval via mail by no later than the deadline above.
Exercise of voting rights via the Internet, etc.
Deadline for exercising voting rights: Until 5:40 p.m., Monday, June 25, 2018
You are kindly requested to access the voting website (https://evote.tr.mufg.jp/) and follow the on-screen
instructions to indicate your approval or disapproval of each proposal.
Refer to pages 3 and 4 for details.

◎ Of the documents needed to be attached to this notice of convocation, the following matters are, in
accordance with laws and regulations as well as Article 23 of the Articles of Incorporation of the Company,
posted on the Company’s website (http://www.senshuikeda-hd.co.jp/) and are therefore not included withthis document.
1. Business Report(1) Matters concerning stock subscription rights, etc. of the Company(2) Matters concerning the accounting auditor(3) Basic policy regarding the party who controls decisions on the Company's financial and business
policies(4) Structure to ensure the adequacy of business operation and its management status(5) Matters concerning specified wholly owned subsidiaries(6) Matters concerning transactions with the parent, etc.
(7) Matters concerning accounting advisors(8) Other
2. Financial Statements, etc.
(1) Notes to the Non-consolidated Financial Statements(2) Non-consolidated Statements of Changes in Net Assets(3) Notes to the Consolidated Financial Statements(4) Consolidated Statements of Changes in Net Assets
The Attached Documents are part of the Non-consolidated Financial Statements and the Consolidated
Financial Statements, which have been audited by Audit & Supervisory Board Members in preparing the
Audit Report and by the Accounting Auditor in preparing the Accounting Audit Report.
◎ In the event that any revisions to the Business Report, the Consolidated Financial Statements, theNon-consolidated Financial Statements and/or the Reference Documents for the General Meeting of
Shareholders are required, revised items will be posted on the Company’s website(http://www.senshuikeda-hd.co.jp/).

2

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

When using computers or smartphones:
The exercise of voting rights on the voting website for computers or smartphones might be disabled byoperating environments, including the use of a firewall when accessing the Internet, the use of antivirus
software, the use of a proxy server and/or the type/specifications of the OS or browser software.
At the voting website (https://evote.tr.mufg.jp/), use the log-in ID and temporary password given on theenclosed Voting Rights Exercise Form and follow the on-screen instructions to indicate your approval ordisapproval of each proposal.
When using mobile phones:
For your exercise of voting rights on the voting website for mobile phones, make sure to use the i-mode,
EZweb or Yahoo! mobile service. To preserve security, you cannot vote through a model of phone that does
not allow encrypted transmission (SSL transmission) or transmission of the phone ID information.
2-dimensional code for mobile phones
Cautionary Statement:

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

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



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



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



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

3

Access Procedures for the Exercise of Voting Rights Website:
議決権行使ウェブサイト(Exercise of Voting Rights Website) 検索（SEARCH）

STEP 1

Access the Exercise of Voting Rights Website
https://evote.tr.mufg.jp/

1 Click 次の画面へ (NEXT) .

STEP 2

Log in2 Enter the ログインID (log-in ID) and 仮パスワード(temporary password) given at the right bottom of
the Voting Rights Exercise Form, and3 Click ログイン（LOG-IN）.

Hereinafter, please follow the on-screen input guidance and indicate your approval or disapproval.
Although the exercise of voting rights via the Internet will be acceptable until 5:40 p.m., Monday, June 25,
2018, your early exercise is recommended.
If you are unclear as to the operation of your PC and other devices regarding the exercise of voting rights via
the Internet, please contact the “Help Desk” by calling the following number.
For inquiries about the system or other matters, contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: (0120) 173-027 (Toll Free) (available from 9 a.m. to 9 p.m.)

To institutional investors:

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

4

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
In view of its public position as a banking holding company, to ensure the health of its financial standing
by appropriately enhancing internal reserves while maintaining a policy of stable dividends of 15 yen per
ordinary share, the Company determines dividends in comprehensive consideration of the condition ofbusiness results and the management environment, etc. Additionally, concerning funds held as internal
reserves, the Company plans to utilize these funds for measures such as investment in future businessexpansion and strengthening of its financial standing.
Based on the above policy, in comprehensive consideration of the condition of business results and the
management environment, etc., the Company proposes that the dividends of surplus for the fiscal year ended
March 31, 2018 be as described below.
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amountFor each share of Class 3 Preferred Shares, the Company proposes a dividend of 35 yen (thereby
making the annual dividend including the interim dividend 70 yen per share), pursuant to the Articles
of Incorporation.
For each share of the First Series of Class 7 Preferred Shares, the Company proposes a dividend of 15
yen (thereby making the annual dividend including the interim dividend 30 yen per share), pursuant
to the Articles of Incorporation.
For ordinary shares, the Company proposes a dividend of 7.5 yen per share (thereby making theannual dividend including the interim dividend 15 yen per share).
The total amount of dividends in this case will be 2,743,828,365 yen.
(3) Effective date of distribution of surplus
June 27, 20185

Proposal No. 2: Partial Amendments to the Articles of Incorporation
To enhance management transparency from the perspective of reinforcing the corporate governance structure,
the Company proposes to delete the provision regarding the appointment of Advisor in the Articles ofIncorporation.
(Content of changes to the Articles of Incorporation)(Underlines indicate changed sections.)

Present Articles of Incorporation

Proposal to Amend the Articles of Incorporation(Advisor)
Article 38

The Board of Directors shall by its

Article 38

resolution appoint an advisor.

6

DeletedProposal No. 3: Election of Ten (10) Directors
The terms of office of all twelve (12) Directors: Hirohisa Fujita, Kazuyuki Kataoka, Atsushi Ukawa,Akira Tahara, Takayuki Ota, Motoshi Inoue, Hiroo Maeno, Yasuki Hosomi, Taro Ohashi, Kazuo Hiramatsu,
Minoru Furukawa and Takao Koyama will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, to further deepen discussions and more flexibly make decisions at the Board of Directors
meetings, the Company proposes to decrease the number of Directors by two (2) and the election of ten (10)Directors is proposed.
The candidates for Directors are as follows:
No. Name
Current position within the Company
1
Atsushi Ukawa(Reappointment)
Director
2
Takayuki Ota(Reappointment)
Director
3
Motoshi Inoue(Reappointment)
Director
4
Hiroo Maeno(Reappointment)
Director
5
Yasuki Hosomi(Reappointment)
Director
6
Shinji Inoue(New Appointment)
7
Kazuo Hiramatsu(Reappointment)
Director(Outside Director)
8
Minoru Furukawa(Reappointment)
Director(Outside Director)
9
Takao Koyama(Reappointment)
Director(Outside Director)
10 Tomokazu Yamazawa(New Appointment)(Outside Director)

7

No.
1

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

Reappointment

Date of birth
July 19, 1956
Years as a Director
6 years
Number and class of the Company’s
Ordinary shares
Atsushi Ukawa
shares held
19,300 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. (current
position)2017 Director, Secretary; in charge of Personnel and General Affairs Division; and General
Manager, Personnel and General Affairs Division, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, the Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Atsushi Ukawa as a candidate for Director >Mr. Atsushi Ukawa assumed the position of a Director of the Senshu Ikeda Bank, Ltd., a Group company, after having
served in the Corporate Planning, operation & system and several other departments. After assuming the position of Directorof the Senshu Ikeda Bank, Ltd., he successively held the positions of General Manager of the Operation Management
Division and the Corporate Planning Division, Director in charge of Regional Headquarters and Director in charge of theLoan, personnel affairs and several other departments. He is especially well versed in the Corporate Planning and operation& system departments. Accordingly, the Company believes that he has abundant knowledge and experience to ensure
precise, fair and efficient execution of the overall business of the Group and sufficiently high social credibility.

No.
2

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

Reappointment

Date of birthJanuary 29, 1958
Years as a Director
2 years
Number and class of the Company’s
Ordinary shares
Takayuki Ota
shares held
17,780 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 and Senior Managing Executive Officer, the Senshu Ikeda Bank, Ltd.
(current position)2016 Director, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, the Senshu Ikeda Bank, Ltd.

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

8

No.
3

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

Reappointment

Date of birth
May 31, 1960
Years as a Director
4 years
Number and class of the Company’s
Ordinary shares
Motoshi Inoueshares held
16,786 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1983 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda Bank, Ltd.)
2006 General Manager, Ashiya Branch, the Bank of Ikeda, Ltd.
2008 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, the Senshu Ikeda Bank, Ltd.
2013 Managing Executive Officer, the Senshu Ikeda Bank, Ltd.
2014 Director, the Company (current position)2014 Managing Director, the Senshu Ikeda Bank, Ltd.
2016 Director and Senior Managing Executive Officer, the Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Senior Managing Executive Officer, the Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Motoshi Inoue as a candidate for Director >Mr. Motoshi Inoue has long experience in the CS department of the Senshu Ikeda Bank, Ltd., a Group company. After
having served as General Manager of the Tokyo Branch, Director in charge of Regional Headquarters and Director in chargeof the Private Banking and several other departments, he assumed the position of Director of the Company. He successively
held the positions of Director in charge of Regional Headquarters, and Director in charge of the CS, Loan and several otherdepartments. He is especially well versed in the CS department and has considerable achievements in administering branchmanagement as Director 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 business of the Group and sufficiently highsocial credibility.

No.
4

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

Reappointment

Date of birthJanuary 30, 1962
Years as a Director
4 years
Number and class of the Company’s
Ordinary shares
Hiroo Maeno
shares held
17,400 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently the Senshu Ikeda Bank, Ltd.)2012 General Manager, Risk Management Division, the Senshu Ikeda Bank, Ltd.
2012 General Manager, General Risk Management Division, the Company
2013 Executive Officer, the Senshu Ikeda Bank, Ltd.
2014 Director, the Company
2014 Director, the Senshu Ikeda Bank, Ltd.
2016 Director and Managing Executive Officer, the Senshu Ikeda Bank, Ltd. (current
position)2017 Director in charge of Corporate Planning Division and Secretary Office, the Company(current position)(Significant concurrent position)
Director and Managing Executive Officer, the Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Hiroo Maeno as a candidate for Director >Mr. Hiroo Maeno has long experience in the Corporate Planning Headquarters of the Senshu Ikeda Bank, Ltd., a Group
company. After having served in the Loan department, the Risk Management and several other Headquarters, he assumed
the position of Director of the Company. He successively held the positions of Director in charge of the Risk Management
Headquarters and General Manager of the Personnel Division. He is especially well versed in the Corporate Planning and
Risk Management Headquarters. Accordingly, the Company believes that he has abundant knowledge and experience toensure precise, fair and efficient execution of the business of the Group and sufficiently high social credibility.

9

No.
5

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

Reappointment

Date of birth
February 15, 1963
Years as a Director
2 years
Number and class of the Company’s
Ordinary shares
Yasuki Hosomi
shares held
26,188 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda Bank, Ltd.)2012 General Manager, Sakai Branch, the Senshu Ikeda Bank, Ltd.
2013 Executive Officer, the Senshu Ikeda Bank, Ltd.
2015 Managing Executive Officer, the Senshu Ikeda Bank, Ltd.
2016 Director and Managing Executive Officer, the Senshu Ikeda Bank, Ltd. (current
position)2016 Director, the Company (current position)(Significant concurrent position)
Director and Managing Executive Officer, the Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Yasuki Hosomi as a candidate for Director >Mr. Yasuki Hosomi has long experience in the business offices of the Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager of four branches and General Manager of three divisions centering on the CS
department. He also has considerable achievements in administering branch management as Director in charge of Regional
Headquarters. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise, fairand efficient execution of the business of the Group and sufficiently high social credibility.

No.
6

Apr.
Mar.
Jun.
Jun.

New Appointment

Date of birth
July 26, 1961
Years as a Director－ years
Number and class of the Company’s
Ordinary shares
Shinji Inoueshares held
14,862 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently the Senshu Ikeda Bank, Ltd.)2014 General Manager, Abeno Harukas Branch, the Senshu Ikeda Bank, Ltd.
2014 Executive Officer, the Senshu Ikeda Bank, Ltd.
2016 Managing Executive Officer, the Senshu Ikeda Bank, Ltd.
(Significant concurrent position)
Managing Executive Officer, the Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Shinji Inoue as a candidate for Director >Mr. Shinji Inoue successively held the positions of General Manager of the Risk Management, Loan and CS departments.
He also has considerable achievements in his current position of Director in charge of the operation & system department.
Accordingly, the Company believes that he has the abundant knowledge and experience to ensure precise, fair and efficient
execution of the business of the Group and sufficiently high social credibility.

10

No.
7

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

Reappointment/Outside Director

Date of birthAugust 10, 1947
Years as a Director
7 years
Number and class of the Company’s
Ordinary sharesKazuo Hiramatsu
shares held
1,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1979 Assistant Professor, School of Business Administration, Kwansei Gakuin University
1985 Professor, School of Business Administration, Kwansei Gakuin University
2001 Trustee, Kwansei Gakuin
2002 President, Kwansei Gakuin University
2008 Outside Director, Sumitomo Electric Industries, Ltd. (current position)2010 Outside Audit & Supervisory Board Member, Daido Life Insurance Company (current
position)2010 Outside Director, Member of the Board, ShinMaywa Industries, Ltd. (current position)2011 Outside Director, the Company (current position)2011 Outside Director, the Senshu Ikeda Bank, Ltd.
2016 Councilor, Kwansei Gakuin (current position)2016 Professor Emeritus, Kwansei Gakuin University (current position)(Significant concurrent positions)
Outside Director, Member of the Board, ShinMaywa Industries, Ltd.
Councilor, Kwansei Gakuin< Reason for appointing Mr. Kazuo Hiramatsu as a candidate for Outside Director >Mr. Kazuo Hiramatsu has a wide range of experience and a high level of views from his past experience as President ofKwansei Gakuin University, as well as the current positions of Outside Director of Sumitomo Electric Industries, Ltd. and
ShinMaywa Industries, Ltd., and Outside Audit & Supervisory Board Member of Daido Life Insurance Company. As he also
has sufficiently high social credibility, the Company believes that he will be able to fulfill the role of Outside Director.

No.
8

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

Reappointment/Outside Director

Date of birthJune 13, 1943
Years as a Director
1 yearNumber and class of the Company’s
Ordinary shares
Minoru Furukawa
shares held
1,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1966 Joined Hitachi Zosen Corporation
1994 Chief Manager, Accounting Department, Hitachi Zosen Corporation
1998 Director, Hitachi Zosen Corporation
2001 Representative Director and Senior Managing Director, Hitachi Zosen Corporation2005 Representative Director and President, Hitachi Zosen Corporation2010 Representative Director, Chairman and President, Hitachi Zosen Corporation2013 Representative Director, Chairman and CEO, Hitachi Zosen Corporation
2016 Representative Director and Chairman, Hitachi Zosen Corporation
2016 Outside Director, the Senshu Ikeda Bank, Ltd.
2017 Senior Corporate Advisor Director, Hitachi Zosen Corporation2017 Senior Corporate Advisor, Hitachi Zosen Corporation (current position)
2017
Outside Director, UNITIKA LTD. (current position)2017 Non-Executive Director (non-full time), the Senshu Ikeda Bank, Ltd. (current position)2017 Outside Director, the Company (current position)(Significant concurrent positions)
Non-Executive Director (non-full time), the Senshu Ikeda Bank, Ltd.
Senior Corporate Advisor, Hitachi Zosen Corporation
Outside Director, UNITIKA LTD.
Outside Director, The Midori Kai Co., Ltd.
Outside Director, Osaka International Convention Center Corporation
Outside Audit & Supervisory Board Member, Osaka District Development Company,
Incorporated
Outside Director, OKK Corporation
Vice Chairman, Osaka Chamber of Commerce and Industry
Vice-Chairman, The Japan Machinery Federation
Executive Director, Kansai Economic Federation< Reason for appointing Mr. Minoru Furukawa as a candidate for Outside Director >Mr. Minoru Furukawa has successively held such positions as Representative Director of Hitachi Zosen Corporation as wellas key positions for Osaka Chamber of Commerce and Industry, The Japan Machinery Federation, and Kansai Economic
Federation. With his wide range of experience and high level of views as well as his sufficiently high social credibility, theCompany believes that he will be able to fulfill the role of Outside Director.

11

No.
9

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

Reappointment/Outside Director

Date of birth
December 11, 1948
Years as a Director
1 yearNumber and class of the Company’s
Ordinary shares
Takao Koyamashares held
1,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Hitachi, Ltd.
2004 General Manager, Kanto Area Operation, Hitachi, Ltd.
2007 Vice President and Executive Officer; and General Manager of Kansai Area Operation,
Hitachi, Ltd.
2011 Representative Director, Executive Vice President and Executive Officer, Hitachi
Solutions, Ltd.
2012 Director, Executive Vice President and Executive Officer, Hitachi Solutions, Ltd.
2016 Outside Director, the Senshu Ikeda Bank, Ltd.
2017 Non-Executive Director (non-full time), the Senshu Ikeda Bank, Ltd. (current position)2017 Outside Director, the Company (current position)(Significant concurrent position)
Non-Executive Director (non-full time), the Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takao Koyama as a candidate for Outside Director >As a Vice President, Executive Officer and Branch President of Kansai Branch Office, Hitachi, Ltd., Mr. Takao Koyama
successively held such positions as Deputy General Manager of Corporate Sales & Marketing Group, followed by his
position as a Representative Director and Executive Vice President of Hitachi Solutions, Ltd. With his wide range ofexperience and high level of views as well as his sufficiently high social credibility, the Company believes that he will beable to fulfill the role of Outside Director.

No.
10

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

New Appointment/Outside Director

Date of birth
November 26, 1947
Years as a Director— years
Number and class of the Company’s
Ordinary shares
Tomokazu Yamazawa
shares held
2,340 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Keihanshin Electric Express Railway Co., Ltd. (currently Hankyu Hanshin
Holdings, Inc.)
1999 Deputy General Manager of Corporate Control Division and Head of Public Relations
Office, Hankyu Corporation
2000 Director and General Manager of Corporate Control Division, Hankyu Corporation
2002 Director, Hankyu Corporation
2002 President and Representative Director, Dai-ichi Hankyu Hotels Co., Ltd.
2005 President and Representative Director, Hankyu Hotel Management Co., Ltd.
2007 Director, Hankyu Hanshin Holdings, Inc.
2008 President and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Advisor, Hankyu Hanshin Hotels Co., Ltd.
2012 President and Representative Director, Hanshin Expressway Company Limited
2014 Special Advisor, Hankyu Hanshin Hotels Co., Ltd. (current position)2016 Special Advisor, Hanshin Expressway Co., Ltd. (current position)2017 Outside Director, the Senshu Ikeda Bank, Ltd. (current position)2017 Outside Director, Charm Care Corporation (current position)(Significant concurrent positions)
Non-Executive Director (non-full time), the Senshu Ikeda Bank, Ltd.
Special Advisor, Hankyu Hanshin Hotels Co., Ltd.
Special Advisor, Hanshin Expressway Company Limited
Outside Director, Charm Care Corporation.

< Reason for appointing Mr. Tomokazu Yamazawa as a candidate for Outside Director >Mr. Tomokazu Yamazawa has successively held numerous Representative Director positions in the Hankyu Hanshin
Holdings Group. With his wide range of experience and high level of views as well as his sufficiently high social credibility,
the Company believes that he will be able to fulfill the role of Outside Director.

12Notes: 1. There is no special interest between the candidates and the Company.
2. Mr. Kazuo Hiramatsu, Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa are candidates
for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of theJapanese Companies Act.
The Company has submitted to the Tokyo Stock Exchange a notification designating Mr. Kazuo Hiramatsu, Mr.
Minoru Furukawa and Mr. Takao Koyama as Independent Officers pursuant to the regulations of the Tokyo Stock
Exchange. If the election of Mr. Kazuo Hiramatsu, Mr. Minoru Furukawa and Mr. Takao Koyama is approved,
they will continue to be Independent Officers. If the election of Mr. Tomokazu Yamazawa is approved, he will be
newly appointed as Independent Officer.
3. Mr. Minoru Furukawa is scheduled to be appointed as Outside Director of OKK Corporation at the 160th Annual
General Meeting of Shareholders of the said company to be held on June 27, 2018.
4. Mr. Kazuo Hiramatsu is to retire from the positions of Outside Audit & Supervisory Board Member, Daido Life
Insurance Company and Outside Director, Sumitomo Electric Industries, Ltd. in June 2018.
5. Although Mr. Kazuo Hiramatsu has never been involved in corporate management in ways other than assuming
the positions as Outside Director and Outside Audit & Supervisory Board Member, due to the above reasons forappointing him as a candidate for Outside Director, the Company believes that he can appropriately fulfill theduties of Outside Director.
6. Sumitomo Electric Industries, Ltd., where Mr. Kazuo Hiramatsu serves as Outside Director, received an orderfrom the National Development and Reform Commission of the Republic of China to pay surcharge underAnti-Monopoly Act of the country in August 2014, in relation to the transactions of products related toautomotive wiring harnesses. However, the violation is acknowledged to have stopped in 2009, before Mr.
Kazuo Hiramatsu assumed office as an Outside Director. Although Mr. Kazuo Hiramatsu was unaware of theviolating acts until such matters were identified, he has often confirmed and expressed his opinion on internal
control systems and specific measures based on the changes in global regulations or the wrongdoing of othercompanies. After the matters were discovered, he has made comments regarding maintenance and enhancement
as well as ensuring the effectiveness, etc., of the compliance structure against competition laws across the Groupto eradicate and prevent from recurring any violating acts against Anti-Monopoly Act including competition lawof other country.
7. Although Mr. Kazuo Hiramatsu, Mr. Minoru Furukawa and Mr. Takao Koyama are currently Outside Directorsof the Company, their terms of office as Outside Directors will be seven (7) years for Mr. Kazuo Hiramatsu andone (1) year for both Mr. Minoru Furukawa and Mr. Takao Koyama at the conclusion of this General Meeting of
Shareholders.
8. Although Mr. Tomokazu Yamazawa is currently Outside Director of the Senshu Ikeda Bank, Ltd., he is tobecome Non-Executive Director (non-full time) on June 26, 2018.
9. Liability limitation agreements with Outside Directors
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Directors to limit the liabilities of Article 423, Paragraph 1 of the Companies Act to theamount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that the duties of the Outside
Directors are performed in good faith and without gross negligence.
If Mr. Kazuo Hiramatsu, Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa are elected as
Outside Directors at this General Meeting of Shareholders, the Company plans to continue this agreement withthe three (3) reappointed Directors and newly conclude the same with the one (1) newly appointed Director.

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<Reference>

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

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