These documents are partial translations of the Japanese originals for reference purpose 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 these translations or for
direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 8418)
June 4, 2019
Dear shareholders:Takeshi Yoshimura
President
Yamaguchi Financial Group, Inc.
2-36, 4-chome Takezaki-cho,
Shimonoseki, Yamaguchi

NOTICE OF CONVOCATION OF
THE 13th ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 13th Annual General Meeting of Shareholders of Yamaguchi
Financial Group, Inc. (the “Company”), which will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing orelectromagnetically (via internet, etc.). Please review the Reference Documents for the Annual
Meeting of Shareholders (described hereinafter) and exercise your voting rights by 5:30 p.m., June24, 2019 Japan time, following the instructions described in the next page.
1. Date and Time: 10:00 a.m., Tuesday, June 25, 2019
(The reception for attendees begins at 9:00 a.m.)
2. Place:

8F hall, Head Office of Yamaguchi Bank,
2-36, 4-chome Takezaki-cho, Shimonoseki, Yamaguchi

3. Agenda:
Matters to be reported:
1. The Business Report, the Consolidated Financial Statements for the 13th Fiscal Year (from
April 1, 2018 to March 31, 2019), and the Audit Report on the Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. The Non-Consolidated Financial Statements for the 13th Fiscal Year (from April 1, 2018 toMarch 31, 2019)
Matters to be resolved:
Proposal 1: Election of Six (6) Directors (Excluding Directors Who Serve as Audit andSupervisory Committee Members)
Proposal 2: Election of Two (2) Directors Who Serve as Audit and Supervisory Committee
Members

1

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~● When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception on the day of the Meeting. Please also bring this Notice of Convocation to the meetingwith you for the sake of paper resource saving. In the case of attendance by proxy, pleasepresent, to the receptionist at the Meeting, a document evidencing authority of the proxy to act
as such, together with the Voting Rights Exercise Form. Please note that such proxy must be
one shareholder of the Company entitled to exercise its own voting rights at the Meeting.
● The following items are posted on the Company website (http://www.ymfg.co.jp) in accordancewith laws and regulations as well as Article 17 of the Articles of Incorporation of the Company.
1) Matters Concerning the Company’s Stock Acquisition Rights, etc. in the Business Report
2) The Notes to the Consolidated Financial Statements
3) The Notes to the Non-Consolidated Financial Statements● Any revisions to the Reference Documents for the Annual General Meeting of Shareholders, andBusiness Report, Consolidated Financial Statements and Non-Consolidated Financial
Statements will be posted on the Company website (http://www.ymfg.co.jp).

2

GUIDANCE ON EXERCISE OF VOTING RIGHTS
1.

Exercise of Voting Rights by Attending the Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception on the day of the Meeting.
Date and Time: 10:00 a.m. on Tuesday, June 25, 2019 Japan time2.

Exercise of Voting Rights by Mail
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise
Form and return it by 5:30 p.m. on Monday, June 24, 2019 Japan time.
If you do not indicate any approval or disapproval of the proposals on the said enclosed voting
form, the Company shall deem that you have approved these proposals.

3.

Exercise of Voting Rights via Internet, etc.
Please access the website for exercise of voting rights (https://evote.tr.mufg.jp/) and follow theon-screen instructions to indicate your approval or disapproval of the proposals by 5:30 p.m.
on Monday, June 24, 2019 Japan time.

3

GUIDANCE ON EXERCISE OF VOTING RIGHTS VIA INTERNET
Scanning the QR code
You can log in to the Voting Web Site without entering your log-in ID and provisional password
printed in your Voting Rights Exercise Sub-Form.
(1) Please scan the QR code printed on your Voting Rights Exercise Sub-Form (right part).
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
(2) After scanning the QR code, please follow the on-screen instructions and indicate your approvalor disapproval of each proposals.
You may log in by using the QR code only once. In case of exercising your voting rights again, or
exercising your voting rights without using the QR code, please confirm “Entering the log-in ID andprovisional password” below.
Entering the log-in ID and provisional password
Voting Web Site (https://evote.tr.mufg.jp/)(1) Access to the Voting Web Site.
(2) Enter your “Log-in ID and provisional password” printed in your Voting Rights Exercise Form,and click “Log in.”(3) Enter your “New password,” and click “Submit” to register.
(4) Follow the on-screen instructions and indicate your approval or disapproval of each proposals.
[Notes for exercising your voting rights via internet]■ Shareholders will be responsible for internet connection charges and the communication
charges, etc. arising from accessing to voting web site.
■ Voting Right Exercised in Plural Times Please be noted in case that a voting right is exercised in both by mail and internet, onlyinternet voting is treated as effective voting irrespective of the arrival date and hour ofvoting.
 In case that a voting right is exercised by internet more than one time, last voting is treatedas effective voting.
Please contact below if you have any inquiries on how to operate your computer, smartphone ormobile phone when exercising your voting rights via internet.
CONTACT ON SYSTEM INFORMATION
Help Desk: Security Agency, Mitsubishi UFJ Trust & Banking Corporation
Tel 0120-173-027 (9:00 – 21:00, toll free) (Japan Time)

Institutional investors may use the electronic voting platform for institutional investors operated
by ICJ, Inc.

4

REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References
Proposal 1: Election of Six (6) Directors (Excluding Directors Who Serve as Audit and Supervisory
Committee Members)
The term of office of all seven (7) Directors (here and hereafter with regard to this proposal,
excluding Directors who serve as Audit and Supervisory Committee Members) will expire at theconclusion of this Annual General Meeting of Shareholders.
The Company intends to clarify respective roles and responsibilities for its decision-making
function and business execution supervisory function, for which Directors are responsible, as wellas its business execution function for which Executive Officers are responsible, and furthermore
introduce delegated-type Executive Officers in order to further enhance governance and strengthenfunction on business execution. Under this system, officers in charge of divisions and departments,
which used to be undertaken by Directors, will now be under the responsibility of Executive
Officers.
Accordingly, the Company proposes to decrease the number of Directors by one (1) and elect six (6)Directors.
This proposal was reviewed at the Audit and Supervisory Committee with no objections being
raised.
The candidates for Directors are as follows:
Candidate
No.

Name

1

Takeshi Yoshimura

April 3, 1960

President

Reappointment

2

Hirohide Umemoto

November 14, 1957

Vice-President

Reappointment

3

Ichinari Koda

December 1, 1962

Managing Director

Reappointment

4

Koji Oda

April 13, 1961

Managing Director

Reappointment

5

Mitsuru Katoh

April 2, 1961

Director

Reappointment

6

Masao Kusunoki

January 3, 1948

Director

Reappointment
OutsideIndependent

Date of birth

Current position in the Company, etc.

Reappointment: Reappointed Director candidate
Outside: Outside Director candidate
Independent: Independent Director registered with the Stock Exchanges

5CandidateNo.
1

Takeshi Yoshimura (Reappointment)(Date of birth: April 3, 1960)

Number of shares of the company
ownedYears as a Director

10 years

14,800 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
June 2015
Managing Director of the said bank
April 1983
Joined The Yamaguchi Bank, Ltd.
June 2016
President of the Company (present
January 2005 Deputy General Manager, Hiroshima
position)
Headquarters of the said bankJune 2016
President of the said bank
April 2005
Deputy General Manager, Corporate
June 2017
Director of Momiji Bank, Ltd.
Planning Department (Hiroshima) ofJune 2017
Director of The Kitakyushu Bank, Ltd.
the said bank
October 2006 Deputy General Manager, Corporate
June 2018
Chairman of The Yamaguchi Bank,
Planning Department of the said bankLtd. (present position)
October 2006 General Manager, Corporate Planning
Department of the Company
In charge of Corporate Planning Administration Group,
January 2007 General Manager, Corporate Planning
Corporate Banking Business Group, Retail Banking
Department of the said bankBusiness Group and Regional & Business Development
June 2009
Director of the said bankGroup
June 2009
Director of the Company
June 2011
Managing Director and General(Status of material concurrent position)
Manager, Tokuyama Branch of the said Chairman of The Yamaguchi Bank, Ltd.
bank
(Representative Director)
June 2012Managing Director and General
Manager, Tokyo Headquarters of thesaid bank[Reasons for selection as candidate for Director]
He has served to supervise the overall management of the Company and its subsidiaries (the Group), includingbanks, as President of the Company and Chairman of The Yamaguchi Bank, Ltd., possessing knowledge andexperience required for sound and appropriate operation of the Group, and as the Company has judged that he willappropriately execute the duties of Director of the Company, he has been made a candidate for Director.
CandidateNo.
2

Hirohide Umemoto (Reappointment)(Date of birth: November 14, 1957)

Number of shares of the company
ownedYears as a Director

11 years

60,000 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1980
Joined The Yamaguchi Bank, Ltd.
June 2011
Managing Director of the said bank
April 2005
General Manager, Higashishinkawa
June 2016
Senior Managing Director of the
Branch of the said bankCompany
April 2006
Senior Deputy General Manager,
June 2016
Senior Managing Director of the said
Corporate Planning Department
bank(Hiroshima) of the said bankJune 2018
Vice-President of the Company (present
October 2006
General Manager, Audit and Inspection
position)
Department of the Company
June 2018
President of YM Securities Co., Ltd.
February 2008 General Manager, Systems Department(present position)of the said bank
In charge of IT & Operations Administration Group
June 2008
Director of the said bankJune 2008
Director of the Company(Status of material concurrent position)
President of YM Securities Co., Ltd. (Representative
Director)[Reasons for selection as candidate for Director]
He has served to supervise the IT & Operations Administration Group as Vice-President of the Company,
possessing knowledge and experience required for sound and appropriate operation of the Group, and as theCompany has judged that he will appropriately execute the duties of Director of the Company, he has been made acandidate for Director.

6

CandidateNo.
3

Ichinari Koda
(Reappointment)(Date of birth: December 1, 1962)

Number of shares of the company
ownedYears as a Director

3 years

33,300 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
June 2014
Managing Director of the said bank
April 1985
Joined The Yamaguchi Bank, Ltd.
June 2016
Director of the Company
October 2006
Deputy General Manager, Corporate
Senior Managing Director of the said
Planning Department (Hiroshima) of the June 2016banksaid bankJune 2018
Managing Director of the Company
April 2007
General Manager, Capital Markets and(present position)
Treasury Department of the said bankJune 2018
President of The Yamaguchi Bank, Ltd.
December 2010 General Manager, Hiroshima Branch of(present position)
the said bank
April 2012
Director of Momiji Bank, Ltd.
In charge of Capital Markets and Treasury Division(Status of material concurrent position)
President of The Yamaguchi Bank, Ltd.
(Representative Director)[Reasons for selection as candidate for Director]
He has served to supervise the overall management of a bank as Managing Director of the Company and Presidentof The Yamaguchi Bank, Ltd., possessing knowledge and experience required for sound and appropriate operationof the Group, and as the Company has judged that he will appropriately execute the duties of Director of theCompany, he has been made a candidate for Director.
CandidateNo.
4

Koji Oda(Reappointment)(Date of birth: April 13, 1961)

Number of shares of the company
ownedYears as a Director

2 years

4,000 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1984
Joined Hiroshima Sogo Bank, Ltd.
June 2011
General Manager, Corporate(renamed to Hiroshima-Sogo Bank,
Administration Department and Human
Ltd. in February 1989, and to Momiji
Resource Development Office of theBank, Ltd. in May 2004 after businessCompany
integration.)
April 2012
Director and General Manager, Kaita
August 2003
General Manager, Yamaguchi Branch
Branch of Momiji Bank, Ltd.
of the said bankJune 2014
Managing Director of the said bankFebruary 2005 Chief Assistant Manager, Sales
June 2016
President of the said bank (present
Promotion Department of the said
position)bankJune 2017Managing Director of the Company
July 2008
General Manager, Takehara Branch of(present position)
the said bankJune 2010
General Manager, Corporate(Status of material concurrent position)
Administration Department of the
President of Momiji Bank, Ltd. (Representative
said bank
Director)[Reasons for selection as candidate for Director]
He has served to supervise the overall bank management as Managing Director of the Company and President ofMomiji Bank, Ltd., possessing knowledge and experience required for sound and appropriate operation of theGroup, and as the Company has judged that he will appropriately execute the duties of Director of the Company, he
has been made a candidate for Director.

7

CandidateNo.
5

Mitsuru Katoh(Reappointment) Number of shares of the company
owned(Date of birth: April 2, 1961)
Years as a Director

5,600 shares

3 years

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1984
Joined The Yamaguchi Bank, Ltd.
October 2011
General Manager, Corporate
November 2006 Assistant General Manager, Corporate
Administration Department of The
Administration Department of the said
Kitakyushu Bank, Ltd.
bank
October 2011
Deputy General Manager, Corporate
October 2008
General Manager, Moji Branch of the
Administration Department of thesaid bankCompany
July 2011
Deputy General Manager, Corporate
June 2016
Director of the Company (present
Planning Department of the said bankposition)
June 2018
Senior Managing Director, The
Kitakyushu Bank, Ltd. (present
position)
In charge of Compliance & Risk Administration Groupand Human Resource & General Affair Administration
Group(Status of material concurrent position)
Senior Managing Director of The Kitakyushu Bank,
Ltd.
[Reasons for selection as candidate for Director]
He has served to supervise the Compliance & Risk Administration Group and Human Resource & General Affair
Administration Group as Director of the Company, possessing knowledge and experience required for sound andappropriate operation of the Group, and as the Company has judged that he will appropriately execute the duties of
Director of the Company, he has been made a candidate for Director.

8Masao Kusunoki

CandidateNo.
6(Reappointment)(Outside)(Independent)(Date of birth: January 3, 1948)

Number of shares of the company
ownedYears as a Director

1 year− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1970
Joined Tokuyama Soda Co., Ltd.
June 2011
President, EXCEL SHANON(renamed to Tokuyama Corporation in
CORPORATION
April 1994)
April 2015
Executive Officer of Tokuyama
June 2001
Director of the said company
Corporation
April 2003
Managing Director of the said company June 2015
Representative Director, Chairperson andExecutive Officer of the said company
April 2011
Managing Director, Executive Officer ofJune 2018
Director of the Company (present
the said company
position)
June 2011
Corporate Advisor of the said company
April 2019
Representative Director of Tokuyama
Corporation (present position)(Status of material concurrent position)
Representative Director of Tokuyama Corporation[Reasons for selection as candidate for Outside Director]
Based on advanced insights and a wealth of experience as a corporate manager fostered by serving as
Representative Director, Chairperson and Executive Officer of Tokuyama Corporation and other executive
positions, the Company expects that he will strengthen the effectiveness of the decision-making functions andsupervisory functions of the Board of Directors of the Company by providing pertinent recommendations toward
overall management taking into account local economic conditions, etc., and also further strengthen corporate
governance of the Group, and thus requests his election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between Tokuyama Corporation, where Mr. Masao Kusunoki
serves as a business executive, and the Group, as net sales of the said company resulting from transactions with
the Group as a proportion of consolidated net sales and income of the Group resulting from transactions with said
company and its group companies as a proportion of consolidated ordinary income are each less than 1%, etc., there
is no effect on his independence.
(Notes)1. The Group banks have business transactions including deposits and loans with Tokuyama Corporation, where
Mr. Masao Kusunoki serves as Representative Director.
2.

3.

4.

5.

No special interests exist between the Company and other candidates.
Mr. Mitsuru Katoh is scheduled to be appointed President (Representative Director) of The Kitakyushu Bank,
Ltd. as of the conclusion of the Annual General Meeting of Shareholders of the said bank and the Board of
Directors Meeting of the said bank to be held on June 24, 2019.
Mr. Masao Kusunoki is scheduled to retire from Representative Director and to be appointed as Corporate
Advisor of Tokuyama Corporation as of the conclusion of the Annual General Meeting of Shareholders of thesaid company and the Board of Directors Meeting of the said company to be held on June 21, 2019.
The Company has registered Mr. Masao Kusunoki as Independent Director as provided for the rules of Tokyo
Stock Exchange, Inc. If he is elected at this Annual General Meeting of Shareholders, he is planned to remain in
office as Independent Director.
With respect to liabilities of Article 423, Paragraph 1 of the Companies Act, as defined in the Articles ofIncorporation, the Company may conclude liability limitation agreements with Directors (excluding Executive
Directors) to limit their liability for damages to the minimum limit for liability as stipulated in Article 425,
Paragraph 1 of the Companies Act, provided that duties were performed in good faith and without grossnegligence. The Company has concluded said liability limitation agreement with Mr. Masao Kusunoki, and if
his election is approved at this Annual General Meeting of Shareholders, the Company plans to continue said
liability limitation agreement with him.

9

Proposal 2: Election of Two (2) Directors Who Serve as Audit and Supervisory Committee
Members
The term of office of Directors who serve as Audit and Supervisory Committee Members Mr. Kazuo
Tsukuda and Mr. Michiaki Kunimasa will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the Company proposes that two (2) Directors who serves as Audit andSupervisory Committee Members be elected. This proposal has received the approval of the Audit
and Supervisory Committee.
The proposal was reviewed by each Director who serves as the Audit and Supervisory Committeewith no objections being raised.
The candidate for Directors who serve as Audit and Supervisory Committee Members are as
follows:
Candidate
No.

Name

Date of birth

Current position in the Company, etc.

1

Kazuo Tsukuda

September 1,1943

Director, Audit andSupervisory Committee
MemberReappointment
OutsideIndependent

2

Michiaki Kunimasa

July 12, 1943

Director, Audit andSupervisory Committee
MemberReappointment
OutsideIndependent10

CandidateNo.
1

Kazuo Tsukuda (Reappointment)(Outside)(Independent)(Date of birth: September 1, 1943)

Number of shares of the company
ownedYears as a Director

4 years− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
June 2013
Advisor of the said company (present
March 1968 Joined Mitsubishi Heavy Industries
position)
Ltd
June 2013
Audit and Supervisory Board Member ofJune 1999
Director of the said company
the Company
June 2002
Managing Director of the said company
June 2015
Director, Audit and Supervisory
June 2003
President of the said company
Committee Member of the Company
April 2008
Chairman of the Board of the said(present position)company
April 2013
Director and Advisor of the Board of the(Status of material concurrent positions)said company
Advisor of Mitsubishi Heavy Industries Ltd.
Director of Mitsubishi Research Institute, Inc. (Outside
Director)
Director of Keihan Holdings Co., Ltd. (Outside Director)
Member of the Board of Fanuc Corporation (Outside
Director)[Reasons for selection as candidate for Outside Director who serves as Audit and Supervisory Committee Member]
He has been conducting corporate management supervision of the Company from a fair and objective standpoint,
as an Outside Director who serves as Audit and Supervisory Committee Member. Based on advanced insights anda wealth of experience as a corporate manager fostered by serving as President of Mitsubishi Heavy Industries
Ltd., the Company expects that he will provide pertinent recommendations toward overall management andfurther strengthen corporate governance of the Company, and thus he has been made a candidate for Director who
serves as Audit and Supervisory Committee Member.
[Independence of the candidate]With respect to transactional relationships, etc., between Mitsubishi Heavy Industries Ltd., where Mr. Kazuo
Tsukuda served as a business executive, and the Group, as net sales of said company resulting from transactions
with the Group as a proportion of consolidated net sales and income of the Group resulting from transactions withsaid company as a proportion of consolidated ordinary income are each less than 1%, etc., there is no effect on his
independence.

11

CandidateNo.
2Michiaki Kunimasa(Reappointment)(Outside)(Independent)(Date of birth: July 12, 1943)
Years as a Director

Number of shares of the company
owned− shares

4 years

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1998
President of Chugoku Federation of Bar
April 1972
Registered with Nagoya Bar
Associations (Retired in March 1999)
Association
President of Hiroshima Bar Association
March 1974 Registered with Hiroshima Bar(Retired in March 1999)
Association
June 2014
Audit and Supervisory Board Member ofApril 1984
Vice President of Hiroshima Bar
the Company
Association (Retired in March 1985)
June 2015
Director, Audit and Supervisory
April 1998
Governor of Japan Federation of Bar
Committee Member of the Company
Associations (Retired in March 1999)(present position)[Reasons for selection as candidate for Outside Director who serves as Audit and Supervisory Committee Member]
He has been conducting corporate management supervision of the Company from a fair and objective standpoint,
as an Outside Director who serves as Audit and Supervisory Committee Member. Based on a wealth of experienceand professional knowledge as a lawyer, the Company has judged that he will provide pertinent recommendations
and further strengthen corporate governance of the Company, and thus he has been made a candidate for Director
who serves as Audit and Supervisory Committee Member.
[Independence of the candidate]
As Mr. Michiaki Kunimasa does not have any contractual relationship as a legal counsel with the Company and hedoes not receive any money, etc. other than the remuneration for Directors, there is no risk of conflict of interest
with general shareholders.
(Notes)1. The Group banks have business transactions including deposits and loans with Mitsubishi Heavy Industries
Ltd., where Mr. Kazuo Tsukuda serves as Advisor. Also, the Group banks have business transactions including
deposits and loans with Mr. Kazuo Tsukuda.
2.

No special interests exist between Mr. Michiaki Kunimasa and the Company.

3.

Mr. Kazuo Tsukuda is scheduled to retire from Advisor and to be appointed as Executive Corporate Advisor of
Mitsubishi Heavy Industries Ltd. as of the conclusion of the Annual General Meeting of Shareholders of the said
company to be held on June 27, 2019.

4.

Mr. Kazuo Tsukuda is scheduled to retire from Director of Keihan Holdings Co., Ltd. as of the conclusion of theAnnual General Meeting of Shareholders of the said company to be held on June 19, 2019.

5.

The Company has registered Mr. Kazuo Tsukuda and Mr. Michiaki Kunimasa as Independent Directors asprovided for the rules of Tokyo Stock Exchange, Inc. If they are elected at this Annual General Meeting of
Shareholders, they are planned to remain in office as Independent Directors.

6.

With respect to liabilities of Article 423, Paragraph 1 of the Companies Act, as defined in the Articles ofIncorporation, the Company may conclude liability limitation agreements with Directors (excluding Executive
Directors) to limit their liability for damages to the minimum limit for liability as stipulated in Article 425,
Paragraph 1 of the Companies Act, provided that duties were performed in good faith and without grossnegligence. The Company has concluded said liability limitation agreement with Mr. Kazuo Tsukuda and Mr.
Michiaki Kunimasa, and if their election is approved at this Annual General Meeting of Shareholders, theCompany plans to continue said liability limitation agreement with them.

End of document12