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, theoriginals 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, 2021
Dear shareholders:
Keisuke Mukunashi
President, Representative
Director and Group COO
Yamaguchi Financial Group, Inc.
2-36, 4-chome Takezaki-cho,
Shimonoseki, Yamaguchi

NOTICE OF CONVOCATION OF
THE 15th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 15th Annual General Meeting of Shareholders of Yamaguchi
Financial Group, Inc. (the “Company”) will be held as described below.
In response to the recent situation of the novel coronavirus infection, as a result of carefulconsideration, we will be holding the General Meeting of Shareholders upon conducting appropriate
infection prevention measures.
We would like to ask all our shareholders to exercise their voting rights in advance via internet orin writing as much as possible, and refrain from attending the General Meeting of Shareholders
regardless of their physical conditions, from the perspective of preventing the spread of infection.
Please review the Reference Documents for the Annual Meeting of Shareholders (describedhereinafter) and exercise your voting rights by 5:30 p.m. on Thursday, June 24, 2021 Japan time,
following the instructions described in the next page.
1. Date and Time: 10:00 a.m., Friday, June 25, 2021
(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

In order to prevent the spread of infection, we will secure spaces between seats at this General
Meeting of Shareholders and so the number of seats available to our shareholders will besignificantly smaller than previous years. Therefore, admission may be restricted on the day of themeeting. We may also restrict the admission of shareholders if we determine that the epidemic
situation will present a risk to the health of our shareholders. In addition, we would not be giving
souvenirs to the attending shareholders this year. Thank you for your understanding andcooperation.

1

3. Agenda:
Matters to be reported:
1. The Business Report, the Consolidated Financial Statements for the 15th Fiscal Year (from
April 1, 2020 to March 31, 2021), 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 15th Fiscal Year (from April 1, 2020 toMarch 31, 2021)
Matters to be resolved:<Company Proposals>
Proposal 1: Election of Seven (7) 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<Shareholder Proposals>
Proposal 3: Remuneration for Directors
Proposal 4: Partial Amendment to the Articles of Incorporation (Disclosure of Individual
Executive Remuneration)
Proposal 5: Partial Amendment to the Articles of Incorporation (Improvement of Languages
Spoken when Attending to Customers on the Telephone)
Proposals 3 through 5 are proposals submitted by one shareholder. The Board of Directors
opposes all of these proposals.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~● 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, please present,
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 (https://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 (https://www.ymfg.co.jp).

2

GUIDANCE ON EXERCISE OF VOTING RIGHTS
We would like to ask all our shareholders to exercise their voting rights in advance via internet
or in writing as much as possible, and refrain from attending the General Meeting of Shareholders
regardless of their physical conditions, from the perspective of preventing the spread of the novel
coronavirus infection.
1.

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 Thursday, June 24, 2021 Japan time.

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 Thursday, June 24, 2021 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 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 Friday, June 25, 2021 Japan time3

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 of voting.
 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 Seven (7) Directors (Excluding Directors Who Serve as Audit andSupervisory 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 the conclusion ofthis Annual General Meeting of Shareholders. Accordingly, the Company proposes to elect seven (7)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

Chairman, Representative
Director and Group CEO

Reappointment

2

Keisuke Mukunashi

April 11, 1970

President, Representative
Director and Group COO

Reappointment

3

Yumiko Nagasawa

November 6, 1959

Director

4

Noriyuki Yanagawa

April 23, 1963

Director

5

Minako Suematsu

March 17, 1968

Director

6

Yuzuru Yamamoto

March 8, 1953

(Director of The Yamaguchi
Bank, Ltd.)

7

Tomoko Mikami

January 21, 1974−

Date of birth

Current position in the Company, etc.

Reappointment: Reappointed Director candidate
New appointment: Newly appointed Director candidate
Outside: Outside Director candidate
Independent: Independent Director registered with the Stock Exchanges

5

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New appointment
OutsideIndependent
New appointment
OutsideIndependent

CandidateNo.
1

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

Number of shares of the company
ownedYears as a Director

12 years

18,300 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1983
Joined The Yamaguchi Bank, Ltd.
June 2015
Managing Director of the said bank
October 2006
General Manager, Corporate Planning
June 2016
President of the Company
Department of the Company
June 2016
President of the said bankJanuary 2007 General Manager, Corporate Planning
June 2017
Director of Momiji Bank, Ltd.
Department of the said bankJune 2017
Director of The Kitakyushu Bank, Ltd.
June 2009
Director of the said bankJune 2018
Chairman of The Yamaguchi Bank,
June 2009
Director of the Company
Ltd. (present position)
June 2011
Managing Director and General
June 2020
Chairman, Representative Director
Manager, Tokuyama Branch of theand Group CEO of the Company
said bank(present position)
June 2012Managing Director and General(Status of material concurrent position)
Manager, Tokyo Headquarters of thesaid bank
Chairman of The Yamaguchi Bank, Ltd.
(Representative Director)[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 Chairman, Representative Director and Group CEO of the Company and Chairman of The Yamaguchi
Bank, Ltd., possessing knowledge and experience required for sound and appropriate operation of the Group, andas the Company has judged that he will continue to appropriately execute the duties of Director of the Company, he
has been made a candidate for Director.
CandidateNo.
2

Keisuke Mukunashi(Reappointment)(Male, Date of birth: April 11, 1970)

Number of shares of thecompany owned

Years as a Director

1 year8,100 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1995
Joined The Yamaguchi Bank, Ltd.
June 2019
Executive Officer of the Company
January 2012 General Manager, Akasakamon Branch July 2019
Representative Director of YM Careerof The Kitakyushu Bank, Ltd.
Inc.
September 2013 General Manager, Ogori Branch of The
June 2020
President, Representative Director andYamaguchi Bank, Ltd.
Group COO of the Company (present
January 2016 General Manager, Business Potential
position)
Assessment Department of the said
In charge as:bankJune 2017
Representative Director of YMFG
General Manager, Regional Co-creation Unit
ZONE PLANNING CO., LTD.
[Reasons for selection as candidate for Director]
He has served to supervise the overall management of the Group, as President, Representative Director and GroupCOO of the Company, possessing knowledge and experience required for sound and appropriate operation of theGroup, and as the Company has judged that he will continue to appropriately execute the duties of Director of theCompany, he has been made a candidate for Director.

6

Yumiko Nagasawa
CandidateNo.
3(Reappointment)(Outside)(Independent)(Female, Date of birth: November 6, 1959)

Number of shares of thecompany owned

Years as a Director

1 year− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1984
Joined The Nikko Securities Co., Ltd.
June 2018
Representative Commissioner andJuly 1997
Vice President, Retail Investment
Deputy Chairman of Nippon
Department of Citibank N.A. (Tokyo)
Association of Consumer Specialists
June 2000
Vice President, SSB Citi Asset(present position)
Management Co., Ltd.
June 2018
Commissioner of Japan Industorial
December 2004 Secretary General of Foster
Association(present position)
Forum(Association for the Development June 2018
Director of The Yamaguchi Bank, Ltd.
of High Quality Financial Products)
June 2020
Director of the Company (present
June 2018
Facilitator of the said forum (present
position)
position)(Status of material concurrent position)
Facilitator of Foster Forum(Association for theDevelopment of High Quality Financial Products)[Reasons for selection as candidate for Outside Director and roles expected]
She has been conducting corporate management supervision of the Company from a fair and objective standpoint
as an Outside Director. She possesses a wealth of experience regarding financial instruments such as establishinga citizen group “Foster Forum(Association for the Development of High Quality Financial Products)” after serving
at financial institutions. The Company expects that she will continue to strengthen the effectiveness of thedecision-making functions and supervisory functions of the Board of Directors of the Company by providing
pertinent recommendations toward overall management based on her professional insight as well as theperspective of a citizen, and also further strengthen corporate governance of the Group, and thus requests her
election as a Director.

CandidateNo.
4

Noriyuki Yanagawa (Reappointment)(Outside)(Independent)(Male, Date of birth: April 23, 1963)

Number of shares of thecompany owned

Years as a Director

1 year− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1993
Assistant Professor of Faculty ofApril 2018
Advisor of Sompo Holdings, Inc.
Economics, Keio University(present position)
April 1996
Assistant Professor of Graduate School
June 2020
Director of the Company (presentof Economics, University of Tokyo
position)
April 2007
Associate Professor of Graduate School(Status of material concurrent positions)of Economics, University of Tokyo(change of organization system)
Professor of Graduate School of Economics, University
December 2011 Professor of Graduate School ofof Tokyo
Economics, University of Tokyo (present Director of Sumitomo Mitsui Asset Management
position)
Company, Limited
June 2016
Director of Sumitomo Mitsui Asset
Advisor of Sompo Holdings, Inc.
Management Company, Limited(present position)[Reasons for selection as candidate for Outside Director and roles expected]
He has been conducting corporate management supervision of the Company from a fair and objective standpoint
as an Outside Director. He specializes in financial contracts, and laws and economics as Professor of Graduate
School of Economics, University of Tokyo, and also served as a member of various councils of the Ministry of
Economy, Trade and Industry, the Financial Services Agency and the Cabinet Office. Based on his advanced
insights specializing in finance and economics, the Company expects that he will continue to strengthen theeffectiveness of the decision-making functions and supervisory functions of the Board of Directors of the Company
by providing pertinent recommendations toward overall management based on his insights, and also further
strengthen corporate governance of the Group, and thus requests his election as a Director.

7

Minako Suematsu
CandidateNo.
5(Reappointment)(Outside)(Independent)(Female, Date of birth: March 17, 1968)

Number of shares of thecompany owned

Years as a Director

1 year− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
March 1993 Established Kapusu, Co., Ltd.
January 2020 President of Jinseki Kogen Gakuen
Representative Director(present position)
March 2001 Established News2u Corporation
March 2020
Chairperson & Publisher of The Japan(currently News2u Holdings
Times, Ltd. (present position)
Corporation)
June 2020
Director of the Company (present
Representative Director (present
position)
position)(Status of material concurrent positions)January 2014 Director of TSUNEISHI HOLDINGSCORPORATION
Chairperson & Publisher of The Japan Times, Ltd.
April 2017
President of Miroku-no-sato JapaneseRepresentative Director of News2u Holdings
Language School Of International
Corporation
Culture Institute (present position)
June 2017
Representative Director, Chairman of
The Japan Times, Ltd.
[Reasons for selection as candidate for Outside Director and roles expected]
She has been conducting corporate management supervision of the Company from a fair and objective standpoint
as an Outside Director. She has been delivering present conditions of Japan and global trends on a daily basis as
Chairperson & Publisher of The Japan Times, Ltd. She also has advanced knowledge about online businessdevelopment, such as establishing an internet-related business, and is actively working to increase the brandvalue of her hometown Setouchi area. The Company expects that she will continue to strengthen the effectivenessof the decision-making functions and supervisory functions of the Board of Directors of the Company by providing
pertinent recommendations on the Company’s current initiatives to increase the value of regional communities,
and also further strengthen corporate governance of the Group, and thus requests her election as a Director.

8

Yuzuru Yamamoto
Candidate
No.
6(New appointment)(Outside)(Independent)(Male, Date of birth: March 8, 1953)

Number of shares of thecompany owned

Years as a Director− years− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1977
Joined Ube Industries, Ltd.
April 2015
President & Representative Director
June 2003
Executive Officer of the said company
and Group CEO of the said company
June 2003
President and Representative Director of April 2019
Chairman of the Board of Directors &Ube Machinery Corporation, Ltd.
Representative Director of the said
April 2007
Managing Executive Officer of Ubecompany
Industries, Ltd.
June 2019
Chairman of the Board of Directors &April 2010
Senior Managing Executive Officer of the
Director of the said company (present
said company
position)
June 2010
Director & Chairman of the Board of Ube June 2020
Director of The Yamaguchi Bank, Ltd.
Machinery Corporation, Ltd.
(present position)
April 2013
Assistant to President and Group COO of(Status of material concurrent positions)
Ube Industries, Ltd.
June 2013
Representative Director of the said
Chairman of the Board of Directors & Director of Ubecompany
Industries, Ltd.
Director of The Yamaguchi Bank, Ltd. (Outside
Director)[Reasons for selection as candidate for Outside Director and roles expected]
He has been conducting corporate management supervision of The Yamaguchi Bank, Ltd. from a fair and objective
standpoint as an Outside Director. Based on advanced insights and a wealth of experience as a corporate manager
fostered by serving as President & Representative Director of Ube Industries, Ltd. and other executive positions,the Company expects that he will strengthen the effectiveness of the decision-making functions and supervisory
functions of the Board of Directors of the Company by providing pertinent recommendations toward overallmanagement taking into account local economic conditions, etc., and also further strengthen corporate governanceof the Group, and thus requests his election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between Ube Industries, Ltd., where Mr. Yuzuru Yamamoto
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.

9

Tomoko Mikami
CandidateNo.
7(New appointment)(Outside)(Independent)(Female, Date of birth: January 21, 1974)

Number of shares of thecompany owned

Years as a Director− years− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1997
Joined FUJI KEIZAI CO., LTD.
September 2019 Senior Director, Corporate Cloud Sales
August 2001 Joined Dell Japan Inc.
Management Group Lead of the said
July 2005
Joined Microsoft Japan Co., Ltd.
company
March 2007 Joined Microsoft Corporation of U.S.
February 2020 Executive Officer, Corporate Cloud
September 2009 General Manager of Corporate Planning
Sales Management Group Lead of the
Department of Microsoft Japan Co., Ltd.
said company
August 2012 Regional Account Director of the said
May 2020
Executive Officer, Corporate Solution
company
Business Group Lead of the said
September 2014 Windows & Device Business Group Leadcompany (present position)of the said company(Status of material concurrent position)
January 2016 Senior Director, Windows & Device
Business Group Lead of the said
Executive Officer, Corporate Solution Business Group
company (subsequently, Microsoft365
Lead of Microsoft Japan Co., Ltd.
Business Group Lead, due to Groupreorganization)[Reasons for selection as candidate for Outside Director and roles expected]
She has been engaged in the promotion of digital transformation (DX) utilizing IT as Executive Officer, Corporate
Solution Business Group Lead of Microsoft Japan Co., Ltd., particularly in the DX promotion of local enterprises.
The Company expects that she will strengthen the effectiveness of the decision-making functions and supervisory
functions of the Board of Directors of the Company by providing pertinent recommendations on the Company’s
current initiatives for providing DX support to client corporations as well as DX within the Company, and also
further strengthen corporate governance of the Group, and thus requests her election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between Microsoft Japan Co., Ltd., where Ms. Tomoko Mikami
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 her independence.

10

(Notes)
1. The Group banks have business transactions including deposits and loans with Ube Industries, Ltd., where Mr.
Yuzuru Yamamoto serves as Chairman of the Board of Directors & Director.
The Group banks have business transactions with Microsoft Japan Co., Ltd., where Ms. Tomoko Mikami serves
as Executive Officer, including purchase of its products and comprehensive alliance regarding the promotion ofdigital transformation (DX) in the region.
2.

3.
4.

5.

6.

No special interests exist between the Company and other candidates.
Mr. Takeshi Yoshimura is scheduled to retire from the position of Chairman (Representative Director) of The
Yamaguchi Bank, Ltd. at the conclusion of the Annual General Meeting of Shareholders of the said bank to beheld on June 25, 2021.
Mr. Yuzuru Yamamoto is scheduled to retire from the position of Outside Director of The Yamaguchi Bank, Ltd.
at the conclusion of the Annual General Meeting of Shareholders of the said bank to be held on June 25, 2021.
The Company has registered Ms. Yumiko Nagasawa, Mr. Noriyuki Yanagawa and Ms. Minako Suematsu as
Independent Directors as provided 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. In addition, if
Mr. Yuzuru Yamamoto and Ms. Tomoko Mikami are elected at this Annual General Meeting of Shareholders, theCompany will register them as Independent Directors respectively as provided for the rules of Tokyo Stock
Exchange, Inc.
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 Ms. Yumiko Nagasawa,
Mr. Noriyuki Yanagawa and Ms. Minako Suematsu, and if their election is approved at this Annual General
Meeting of Shareholders, the Company plans to continue said liability limitation agreement with them. In
addition, if Mr. Yuzuru Yamamoto and Ms. Tomoko Mikami are elected at this Annual General Meeting of
Shareholders, the Company will conclude said liability limitation agreement with them respectively.
The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3 of
the Companies Act insuring all its Directors. If each of the candidates is elected as Director at this Annual
General Meeting of Shareholders, they will be insured under the insurance contract. The insurance contract
covers damages incurred by Directors arising from legal liability assumed when executing their duties. The
Company will renew the insurance contract in July 2021, during the terms of office of each of the candidates.

11

Proposal 2: Election of Two (2) Directors Who Serve as Audit and Supervisory Committee
Members
The terms 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 serve 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 Audit and Supervisory Committee
Member with no objections being raised.
The candidates 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
OutsideIndependent

12

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

Number of shares of thecompany owned

Years as a Director

6 years− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
March 1968 Joined Mitsubishi Heavy Industries Ltd.
June 2015
Director, Audit and Supervisory
June 1999
Director of the said company
Committee Member of the Company
April 2002
Managing Director of the said company(present position)
June 2003
President of the said company
June 2019
Executive Corporate Advisor of
April 2008
Chairman of the Board of the said
Mitsubishi Heavy Industries Ltd.
company(present position)
April 2013
Director and Advisor of the Board of thesaid company(Status of material concurrent positions)
June 2013
Advisor of the said company
June 2013
Audit and Supervisory Board Member of
Executive Corporate Advisor of Mitsubishi Heavy
the Company
Industries Ltd.
Director of Mitsubishi Research Institute, Inc.
(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
and roles expected]
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. and other executive positions, the Company expects that he will continue to strengthen the effectiveness ofthe decision-making functions and supervisory functions of the Board of Directors of the Company by providing
pertinent recommendations toward overall management, and also further strengthen corporate governance of theGroup, and thus requests his election as a 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 the said company resulting fromtransactions with the Group as a proportion of consolidated net sales and income of the Group resulting fromtransactions with said company and its group companies as a proportion of consolidated ordinary income are eachless than 1%, etc., there is no effect on his independence.

13

CandidateNo.
2Michiaki Kunimasa (Reappointment)(Outside)(Independent)(Male, Date of birth: July 12, 1943)

Number of shares of thecompany owned

Years as a Director

6 years− shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1972
Registered with Nagoya Bar Association
June 2014
Audit and Supervisory Board Member
March 1974 Registered with Hiroshima Barof the Company
Association
June 2015
Director, Audit and Supervisory
April 1984
Vice President of Hiroshima Bar
Committee Member of the Company
Association (Retired in March 1985)(present position)
April 1998
Governor of Japan Federation of Bar(Status of material concurrent position)
Associations (Retired in March 1999)
April 1998
President of Chugoku Federation of Bar
Lawyer at Kunimasa Law Office
Associations (Retired in March 1999)
President of Hiroshima Bar Association(Retired in March 1999)[Reasons for selection as candidate for Outside Director who serves as Audit and Supervisory Committee Member
and roles expected]
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 expects that he will continue to strengthen theeffectiveness of the decision-making functions and supervisory functions of the Board of Directors of the Company
by providing pertinent recommendations, and also further strengthen corporate governance of the Group, andthus requests his election as a 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 andhe does not receive any money, etc. other than the remuneration for Directors, there is no risk of conflict ofinterest with general shareholders.
(Note)

1. The Group banks have business transactions including deposits and loans with Mitsubishi Heavy Industries
Ltd., where Mr. Kazuo Tsukuda serves as Executive Corporate 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.

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.

4.

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 andMr. 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.

5.

The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3 of
the Companies Act insuring all its Directors. If each of the candidates is elected as Director at this Annual
General Meeting of Shareholders, they will be insured under the insurance contract. The insurance contract
covers damages incurred by Directors arising from legal liability assumed when executing their duties. The
Company will renew the insurance contract in July 2021, during the terms of office of each of the candidates.

14

<Shareholder Proposals (From Proposal 3 through Proposal 5)>
Proposal 3 through Proposal 5 are proposals submitted by one shareholder (who holds 3,759 units ofvoting rights).
Details of the proposals and reasons for making them notified from the shareholder are described
below as they appear in the original text, except for some corrections that were made with priorconsent of the proposing shareholder primarily for the purpose of clarifying the contents of proposals.
The Board of Directors opposes all of these proposals as stated below:
Proposal 3:

Remuneration for Directors

1. Details of proposal
To triple the remuneration for Representative Directors.
2. Reason for proposal
In the past, a former President, Representative Director of the Company served as the chairman ofa general incorporated association. At that time, the president and some other directors of theassociation received a court order for payment over receiving a discount for playing golf at a golfcourse operated by the association. The Court pointed out that it was a “conflict-of-interest
transaction” for the directors and the association.
As a shareholder, the fact that such an incident is brought before the court itself is quite shameful,awkward and embarrassing. The case must have occurred because the regular golf playing fee wastoo expensive to afford for the then President. Thus, the Company should pay remuneration threetimes higher than the current amount so as to avoid such an action at court over unpaid golf
playing fees.
[Opinion of the Board of Directors of the Company]
Opposition: The Board of Directors opposes this proposal due to the following reasons.
An increase in the amount of remuneration for Directors shall take place as a way to evaluate theexecution of their duties, such as improving performance and enhancing corporate value, andtherefore it is deemed inappropriate to increase the amount of remuneration for Representative
Directors based on the reasons for this proposal.
Proposal 4:

Partial Amendment to the Articles of Incorporation (Disclosure of Individual
Executive Remuneration)

1. Details of proposal
It is proposed that a provision be added to the Articles of Incorporation to make it obligatory todisclose remuneration of Directors in the business report and annual securities report every year,
in terms of individual amounts and details, along with all of the amounts individually evaluated ona Japanese Yen basis.
2. Reason for proposal
Disclosure of the amounts and contents of individual executive remuneration is very important forshareholders to check whether appropriate remuneration was paid out from the perspective of
maximizing shareholder interest. Disclosure of individual remuneration is common in the capital
markets in advanced countries other than Japan, and no major inconvenience has occurred forshareholders due to the disclosure. Moreover, stock indexes of these capital markets have been
generating returns way higher than the average stock prices in Japan for the past 20 years.
Generally, the real issue of executive remuneration in Japan is not their expensive amounts, but
their systems unrelated to mid- to long-term shareholder value. Disclosure of individual
remuneration would further facilitate cost-effectiveness measurement.
[Opinion of the Board of Directors of the Company]
Opposition: The Board of Directors opposes this proposal due to the following reasons.
Policy for the determination of the amounts of Directors’ remuneration and a calculation method
thereof have been determined by the Board of Directors of the Company, within the maximum
amount as resolved by a General Meeting of Shareholders, and after deliberation by theCompensation Committee chaired by an Outside Director (all of its nine members are Outside
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Directors, including Outside Directors of the Group banks). Directors’ remuneration consists of basic
compensation, performance-linked compensation and stock-based compensation, while Outside
Directors and Directors who serve as Audit and Supervisory Committee Members, who are charged
with supervisory functions, receive only basic compensation, in light of their duties.
Individual amounts of basic compensation for Directors are resolved by the Board of Directors uponreceiving advice from the Compensation Committee. Regarding individual amounts of performancelinked compensation for Directors, the Board of Directors consults with and receives advice from theCompensation Committee regarding the upper limit of compensation and the allocation amounts
based on positions. Based on resolution of the Board of Directors, the Group CEO is delegated theauthority to determine the respective amounts within the range of allocations according to thepositions of Directors. For stock-based compensation, number of points to be granted to each Director
is calculated based on an executive stock provision rule predetermined by the Board of Directors bytaking into account the Compensation Committee’s advice.
With regard to disclosure, the Company appropriately discloses the policy for the calculation methodof Directors’ remuneration, total amount of remuneration by executive category, and the number of
persons eligible for payment in the business report and annual securities report in accordance withlaws and regulations. Therefore, it is possible for shareholders to confirm and evaluate the contentsof our policy for determining Directors’ remuneration, etc. and appropriateness of the payment of
remuneration to Directors based on the policy, and we believe that information on executive
remuneration is disclosed sufficiently.
Therefore, it is unnecessary to add the proposed provision to the Articles of Incorporation.
Proposal 5:

Partial Amendment to the Articles of Incorporation (Improvement of Languages
Spoken when Attending to Customers on the Telephone)

1. Details of proposal
To ban languages and telephone conversation that are rude to customers.
2. Reason for proposal
Despite the fact that the Group companies of the Company have long been charging clients
expensive commissions (the proposer would give up on the Company immediately if their financial
instruments are replaceable with those offered by other companies), the way in which their staff
attend to customers is unpleasant, with their sentences ending with “of course” which may soundarrogant, and even hanging up the phone unilaterally without so much as a greeting when I called
the Company’s headquarters. They should go and learn proper greeting and languages from maiko
dancers in Kyoto or from hostess ladies in Ginza, Tokyo.
Aren’t customers who are shareholders the most important existence for a company? The
employees should give much thought to the fact that for a brokerage company, their salaries,
pensions and welfare expenses are all supported by the commissions paid by customers, and for abanking company, by the margin from interest-rate differences.
[Opinion of the Board of Directors of the Company]
Opposition: The Board of Directors opposes this proposal due to the following reasons.
The Articles of Incorporation should stipulate basic principles concerning the operation of a company
and it is inappropriate to provide the matters proposed in the Articles of Incorporation.
The Company has been implementing initiatives for improving the quality of customer service. The
Company takes the matters pointed out in the reason for proposal seriously and will stay committed
to initiatives for improving customer satisfaction.
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