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 8, 2016
Dear shareholders:
Koichi Fukuda
President
Yamaguchi Financial Group, Inc.
2-36, 4-chome Takezaki-cho,
Shimonoseki, Yamaguchi

NOTICE OF CONVOCATION OF
THE 10th ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 10th 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., June
28, 2016 Japan time, following the instructions described in the next page.
1. Date and Time:

10:00 a.m., Wednesday, June 29, 2016
(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 10th Fiscal Year (fromApril 1, 2015 to March 31, 2016) , 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 10th Fiscal Year (from April 1, 2015 toMarch 31, 2016)
Matters to be resolved:
Proposal 1: Election of Six (6) Directors (Excluding Directors Who Serve as Audit and Supervisory
Committee Members)
Proposal 2: Election of One (1) Director Who Serves as Audit and Supervisory Committee
Member1

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~● When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception on the day of the Meeting. In the case of attendance by proxy, please present, to thereceptionist at the Meeting, a document evidencing authority of the proxy to act as such,
together with the Voting Right Exercise Form. Please note that such proxy must be one
shareholder of the Company entitled to exercise its own voting rights at the Meeting.
● Of the documents needed to be attached to this Notice of Convocation, the Notes to theNon-Consolidated Financial Statements and the Notes to the Consolidated Financial
Statements are, in accordance with laws and regulations as well as Article 17 of the Articles ofIncorporation of the Company, posted on the Company website.(http://www.ymfg.co.jp)● Any revisions to the Reference Documents for the Annual General Meeting of Shareholders, andBusiness Report, Non-Consolidated Financial Statements and 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 June 29, 2016 (Wednesday)

2.

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 Tuesday, June 28, 2016 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 (http://www.evote.jp) and follow theon-screen instructions to indicate your approval or disapproval of the proposals by 5:30 p.m.
on June 28, 2016 (Tuesday).
(1) Please use your log-in ID and provisional password printed on your Voting Rights
Exercise Form in the Voting Web Site (http://www.evote.jp) and indicate your approval ordisapproval of each proposal in accordance with the guidance on the Web Site. (Please benoted that the service is suspended from 2 a.m. to 5 a.m.).
(2) In order to prevent any unauthorized access by a non-shareholder or unauthorizedalteration of your voting, you will be required to change your provisional password. Youwill receive a new log-in ID and provisional password at each time of the Notice ofConvocation is delivered.
(3) Shareholders will be responsible for internet connection charges and the communication
charges, etc. arising from accessing to voting web site.
(4) Voting Right Exercised in Plural Times(i)
Please be noted in case that a voting right is exercised in both by mail andinternet, only internet voting is treated as effective voting irrespective of thearrival date and hour of voting.
(ii)
In case that a voting right is exercised by internet more than one time, last voting
is treated as effective voting.
(5) Voting from personal computer or smartphone may not be made depending on yourinternet using environment.
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)【 The Electronic Voting Platform for Institutional Investors 】
Shareholders participating in the “Electronic Voting Platform” managed by ICJ, Inc. may place
their votes through this platform.

3

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 six (6) Directors (here and hereafter with regard to this proposal, excluding
Directors who serve as Audit and Supervisory Committee Members) will expire at the conclusion ofthis Annual General Meeting of Shareholders.
Accordingly, the Company requests that shareholders elect six (6) Directors.
Additionally, although the Audit and Supervisory Committee considered this proposal, no opinions
were expressed.
The candidates for Directors are as follows:
Candidate

NameNo.

(Date of Birth)
April 1983

Brief personal profile

Number of shares

Position and principal duty in the Company,of the company

and important concurrent positions

owned

Joined The Yamaguchi Bank, Ltd.

January 2005 Deputy General Manager, Hiroshima Headquarters ofthe said bank
April 2005

Deputy General Manager, Corporate Planning
Department (Hiroshima) of the said bank

October 2006

Deputy General Manager, Corporate Planning
Department of the said bank

October 2006

General Manager, Corporate Planning
Department of the Company

January 2007 General Manager, Corporate Planning
Department of the said bankTakeshi Yoshimura(April 3, 1960)

June 2009

Director of the said bankJune 2009

Director of the Company (present position)

June 2011

Managing Director and General Manager,
Tokuyama Branch of the said bankJune 2012Managing Director and General Manager,
Tokyo Headquarters of the said bank

1June 2015

Managing Director of the said bank(present position)

In charge of Compliance Administration Department,
Corporate Planning Department,
Customers Business Potentials Evaluation Department.
(Status of material concurrent positions)Managing Director of The Yamaguchi Bank, Ltd.
[Reasons for selection as candidate for Director]
He has served to supervise the Compliance Administration Department, Corporate Planning
Department, Customers Business Potentials Evaluation Department, Tokyo Headquarters, CapitalMarkets and Treasury Department, and the Tokuyama region, etc., as Director of the Company andManaging Director of The Yamaguchi Bank, Ltd. possessing knowledge and experience required forsound 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.

411,938
sharesCandidate
No.

Brief personal profile
Position and principal duty in the Company,and important concurrent positions

Name(Date of Birth)
April 1976

Number ofsharesof the company
ownedJoined The Yamaguchi Bank, Ltd.

October 1994 General Manager, Chofuhigashi Branchof the said bankJune 1997

General Manager, Kure Branch of the said bank

April 1999

General Manager, Hong Kong Branch of the said bankJanuary 2001 Deputy General Manager, International Department ofthe said bank
April 2001

Deputy General Manager, Tokyo Branch of the said bankJune 2001

General Manager, Tokyo Branch of the said bankJune 2002

Director and General Manager, Tokyo headquartersof the said bank

Koichi Fukuda(January 15, 1953)

June 2004

President of the said bank (present position)

June 2005

Director of The Momiji Holdings Co., Ltd.

October 2006 President of the Company (present position)
June 2014

Chairman of the Board of The Kitakyushu Bank, Ltd.

June 2014

Chairman of the Board of Momiji Bank, Ltd.

(present position)2(present position)
In charge of Business Strategy Planning Department,
Overseas Strategy Planning Department,
Customer Communication Department.
(Status of material concurrent positions)
President of The Yamaguchi Bank, Ltd.(Representative Director)
Chairman of the Board of Momiji Bank, Ltd.
Chairman of the Board of The Kitakyushu Bank, Ltd.
[Reasons for selection as candidate for Director]
He has served to supervise the overall management of the Group, including banks, as President ofthe Company and President of The Yamaguchi Bank, Ltd., possessing knowledge and experience
required for sound and appropriate operation of the Group, and as the Company has judged that hewill appropriately execute the duties of Director of the Company, he has been made a candidate forDirector.

527,098
sharesCandidate
No.

Brief personal profile
Position and principal duty in the Company,and important concurrent positions

Name(Date of Birth)
April 1980

Joined The Yamaguchi Bank, Ltd.

April 2005

General Manager, Higashishinkawa BranchApril 2006

Senior Deputy General Manager, Corporate Planning

Number ofsharesof the company
ownedof the said bankDepartment (Hiroshima) of the said bank
October 2006 General Manager, Audit and Inspection
Department of the Company
February 2008 General Manager, Systems Departmentof the said bank

Hirohide Umemoto(November 14, 1957)

3

June 2008

Director of the said bankJune 2008

Director of the Company (present position)

June 2011

Managing Director of the said bank (present position)

In charge of Risk Administration Department,

16,076
sharesIT Administration Department,
Corporate Administration Department.
(Status of material concurrent positions)Managing Director of The Yamaguchi Bank, Ltd.
[Reasons for selection as candidate for Director]
He has served to supervise the Risk Administration Department, IT Administration Department,
Corporate Administration Department, Corporate Planning Department, andCompliance

Administration Department, etc., as Director of the Company and Managing Director of The
Yamaguchi Bank, Ltd. possessing knowledge and experience required for sound and appropriate
operation of the Group, and as the Company has judged that he will appropriately execute theduties of Director of the Company, he has been made a candidate for Director.

6Candidate
No.

Brief personal profile
Position and principal duty in the Company,
and important concurrent positions

Name(Date of Birth)
April 1985

October 2006

Number ofsharesof the company
ownedJoined The Yamaguchi Bank, Ltd.
Deputy General Manager, Corporate Planning
Department (Hiroshima) of the said bank

April 2007

Ichinari Koda*(December 1, 1962)

4

General Manager, Capital Markets and Treasury
Department of the said bankDecember 2010 General Manager, Hiroshima Branch of the said bank
April 2012

Director of Momiji Bank, Ltd.

June 2014

Managing Director of the said bank (present position)(Status of material concurrent positions)

7,480
sharesManaging Director of Momiji Bank, Ltd.
[Reasons for selection as candidate for Director]
He has served to supervise the Regional Development Department, Financial Planning BusinessDepartment, and Capital Markets and Treasury Department, etc., as Managing Director of The
Momiji Bank, Ltd. possessing knowledge and experience required for sound and appropriate
operation of the Group, and as the Company has judged that he will appropriately execute theduties of Director of the Company, he has been made a candidate for Director.
April 1984

Joined The Yamaguchi Bank, Ltd.

November 2006 Assistant General Manager, Corporate
Administration Department of the said bank
October 2008 General Manager, Moji Branch of the said bankMitsuru Katoh *(April 2, 1961)

July 2011

Deputy General Manager, Corporate Planning
Department of the said bank

October 2011 General Manager, Corporate Administration Departmentof The Kitakyushu Bank, Ltd. (present position)

5October 2011 Deputy General Manager, Corporate Administration
Department of the Company (present position)[Reasons for selection as candidate for Director]
Both within the Company and at banks within the group, he has served as General Manager ofCorporate Administration Department and has been involved in personnel, corporate planning, andsales, etc., possessing knowledge and experience required for sound and appropriate operation ofthe Group, and as the Company has judged that he will appropriately execute the duties of Directorof the Company, he has been made a candidate for Director.

72,228sharesCandidate
No.

Brief personal profile
Position and principal duty in the Company,
and important concurrent positions

Name(Date of Birth)
April 1966

Joined Ube Industries, Ltd.

June 1997

Director of Ube Industries, Ltd.

June 1999

Managing Director of Ube Industries, Ltd.

June 2001

Senior Managing Executive Officer of Ube Industries, Ltd.

Number ofsharesof the company
ownedOctober 2002 President of Cement & Construction Materials Segment,
Ube Industries, Ltd.
June 2003

Director of Ube Industries, Ltd.
(Senior-Managing-Director status),
Senior Managing Executive Officer

Hiroaki Tamura(August 24, 1943)

April 2005

Special Assistant to the President of Ube Industries, Ltd.

June 2005

President & Representative Director, Executive Officer,
and Group CEO of Ube Industries, Ltd.

April 2010

Chairman of the Board of Directors of Ube Industries, Ltd.

June 2013

Director of the Company (present position)

June 2014

Senior Advisor of Ube Industries, Ltd.
(present position)(Status of material concurrent positions)
Senior Advisor of Ube Industries, Ltd.

6

Director of The Chugoku Electric Power Co., Inc. (Outside Director)−Mr. Hiroaki Tamura is a candidate for Outside Director.
[Reasons, etc. for selection as candidate for Outside Director]
Based on advanced insights and a wealth of experience as a corporate manager fostered by servingas President & Representative Director of Ube Industries, Ltd., the Company expects that he will
strengthen the effectiveness of the decision-making functions and supervisory functions of theBoard of Directors of the Company by providing pertinent recommendations toward overallmanagement taking into account local economic conditions, etc., and further strengthen corporate
governance of the Group, and thus requests his election as Outside Director.
His term of office as Outside Director will be three years at the close of this General Meeting ofShareholders.
[Independence of Mr. Tamura]With respect to transactional relationships, etc., between Ube Industries, Ltd., where he served as abusiness executor, and the Group, as net sales of said company resulting from transactions with theGroup as a proportion of consolidated net sales and income of the Group resulting from transactions
with said company as a proportion of consolidated ordinary income are each less than 1%, etc., there
is no effect on his independence.

(Notes)1. The new candidates for Director are indicated by an asterisk “*”.
2. No special interests exist between the Company and the candidates.
3. Mr. Takeshi Yoshimura is scheduled to be appointed President (Representative Director) of theCompany as of the close of the Board of Directors meeting to be held on June 29, 2016.
4. Mr. Takeshi Yoshimura is scheduled to be appointed President (Representative Director) of TheYamaguchi Bank, Ltd. as of the close of the Annual General Meeting of Shareholders of the saidbank and the Board of Directors meeting of the said bank to be held on June 29, 2016.

8

5. Mr. Koichi Fukuda is scheduled to be appointed Director and Chairman without representative
rights of the Company as of the close of the Board of Directors meeting to be held on June 29,
2016.
6. Mr. Koichi Fukuda is scheduled to be appointed Part-time Director of Momiji Bank, Ltd. as ofthe close of the Annual General Meeting of Shareholders of the said bank and the Board ofDirectors meeting of the said bank to be held on June 28, 2016.
7. Mr. Koichi Fukuda is scheduled to be appointed Part-time Director of The Kitakyushu Bank,
Ltd. as of the close of the Annual General Meeting of Shareholders of the said bank and theBoard of Directors meeting of the said bank to be held on June 28, 2016.
8. Mr. Koichi Fukuda is scheduled to be appointed Director and Chairman without representative
rights of The Yamaguchi Bank, Ltd. as of the close of the Annual General Meeting ofShareholders of the said bank and the Board of Directors meeting of the said bank to be held onJune 29, 2016.
9. The Company has registered Mr. Tamura as Independent Director as provided for the rules ofTokyo Stock Exchange, Inc. If he is elected at this General Meeting of Shareholders, he isplanned to remain in office as Independent Director.
10. With respect to liabilities of Article 423, Paragraph 1 of the Companies Act, as defined in theArticles of Incorporation, the Company may conclude liability limitation agreements withDirectors (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 thatduties were performed in good faith and without gross negligence. If the election of Mr. Hiroaki
Tamura is approved at this General Meeting of Shareholders, the Company plans to conclude
said liability limitation agreement with him.
11. The number of the Company’s shares held by each candidate includes equity shares held by
Board Members’ Shareholding Association of the Company and Employees Shareholding
Association of the Company.

9Proposal 2: Election of One (1) Director Who Serves as Audit and Supervisory Committee Member
As Director serving as Audit and Supervisory Committee Member Mr. Mitsuhiro Hirozane will
resign at the close of this General Meeting of Shareholders, the Company proposes the election ofone (1) Director serving as Audit and Supervisory Committee Member.
Additionally, this proposal has received the approval of the Audit and Supervisory Committee.
Additionally, although the Audit and Supervisory Committee considered this proposal and theresignation of Mr. Mitsuhiro Hirozane, no opinions were expressed.
The candidate for Director who serves as Audit and Supervisory Committee Member is as follows:
Brief personal profile
Position and principal duty in the Company,and important concurrent positions

Name(Date of Birth)
April 1984

Joined The Yamaguchi Bank, Ltd.

June 2011

General Manager, Compliance and Risk Administration

June 2011

General Manager, Compliance and Risk Administration

April 2013

General Manager, Risk Administration Department

April 2013

General Manager, Risk Administration Department

June 2013

General Manager, Audit and Inspection Department

Number ofsharesof the company
owned

Department of the said bankSusumu Fukuda*(January 12, 1962)

Department of the Companyof the said bankof the Companyof the Company (present position)

6,220
shares[Reasons for selection as candidate for Director serving as Audit and Supervisory Committee Member]
Both within the Company and at banks within the group, he has served as General Manager of theAudit and Inspection Department and Risk Administration Department, etc., possessing knowledge
and experience required for sound and appropriate operation of the Group, and as the Company has
judged that he will appropriately execute the duties of Director serving as Audit and Supervisory
Committee Member of the Company, he has been made a candidate for Director serving as Audit andSupervisory Committee Member.

(Notes)1. The new candidate for Director who serves as Audit and Supervisory Committee Members isindicated by an asterisk “*”.
2. No special interests exist between the Company and the candidate.
3. The number of the Company’s shares held by the candidate includes equity shares held byEmployees Shareholding Association of the Company.

10