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 5, 2018
Dear shareholders:Takeshi Yoshimura
President
Yamaguchi Financial Group, Inc.
2-36, 4-chome Takezaki-cho,
Shimonoseki, Yamaguchi

NOTICE OF CONVOCATION OF
THE 12th ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 12th 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., June25, 2018 Japan time, following the instructions described in the next page.
1. Date and Time: 10:00 a.m., Tuesday, June 26, 2018
(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 12th Fiscal Year (fromApril 1, 2017 to March 31, 2018), 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 12th Fiscal Year (from April 1, 2017 toMarch 31, 2018)
Matters to be resolved:
Proposal 1: Election of Seven (7) Directors (Excluding Directors Who Serve as Audit andSupervisory Committee Members)
Proposal 2: Election of One (1) Director Who Serves as an Audit and Supervisory CommitteeMember1

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~● 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 26, 2018

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 Monday, June 25, 2018 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 25, 2018.
(1) Please use your log-in ID and provisional password printed on your Voting Rights
Exercise Form in the Voting Web Site (https://evote.tr.mufg.jp/) and indicate yourapproval or disapproval of each proposal in accordance with the guidance on the Web Site.
(Please be noted 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 and internet,
only internet voting is treated as effective voting irrespective of the arrival date andhour of voting.
(ii) In case that a voting right is exercised by internet more than one time, last voting istreated 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 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 theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposesthat seven (7) Directors be elected.
This proposal was reviewed at the Audit and Supervisory Committee with no objections being
raised.
The candidates for Directors are as follows:
CandidateNo.

Name

1

Takeshi Yoshimura

April 3, 1960

President

Reappointment

2

Hirohide Umemoto

November 14, 1957

Senior Managing Director

Reappointment

3

Koji Oda

April 13, 1961

Managing Director

Reappointment

4

Mitsuhiro Fujita

July 31, 1954

Managing Director

Reappointment

5

Ichinari Koda

December 1, 1962

Director

Reappointment

6

Mitsuru Katoh

April 2, 1961

Director

Reappointment

7

Masao Kusunoki

January 3, 1948

−New Appointment
OutsideIndependent

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

4CandidateNo.
1

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

Number of shares of the company
ownedYears as a Director

9 years

13,000 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 (presentJanuary 2005 Deputy General Manager, Hiroshimaposition)
Headquarters of the said bankJune 2016
President of the said bank (presentApril 2005
Deputy General Manager, Corporateposition)
Planning Department (Hiroshima) ofJune 2017
Director of Momiji Bank, Ltd. (presentthe said bankposition)
October 2006 Deputy General Manager, Corporate
June 2017
Director of The Kitakyushu Bank, Ltd.
Planning Department of the said bank(present position)
October 2006 General Manager, Corporate Planning
Department of the Company
In charge of Corporate Planning Administration Group
January 2007 General Manager, Corporate Planningand Regional Development Business Group
Department of the said bankJune 2009
Director of the said bank
(Status of material concurrent positions)
June 2009
Director of the Company
President of The Yamaguchi Bank, Ltd. (Representative
June 2011
Managing Director and General
Manager, Tokuyama Branch of the said Director)
Director of Momiji Bank, Ltd.
bank
Director of The Kitakyushu Bank, Ltd.
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 President 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.
2Hirohide Umemoto (Reappointment)(Date of birth: November 14, 1957)

Number of shares of the company
ownedYears as a Director

10 years

58,000 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 theBranch of the said bankCompany (present position)
April 2006
Senior Deputy General Manager,June 2016
Senior Managing Director of the said
Corporate Planning Departmentbank(Hiroshima) of the said bank
October 2006
General Manager, Audit and Inspection In charge of Human Resource & General Affair
Department of the Company
Administration Group and IT & Operations
February 2008 General Manager, Systems Department Administration Groupof the said bankJune 2008
Director of the said bankJune 2008
Director of the Company[Reasons for selection as candidate for Director]
He has served to supervise the Human Resource & General Affair Administration Group and the IT & Operations
Administration Group as Senior Managing Director of the Company, possessing knowledge and experience
required for sound and appropriate operation of the Company and its subsidiaries, and as the Company has judgedthat he will appropriately execute the duties of Director of the Company, he has been made a candidate forDirector.

5CandidateNo.
3

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

Number of shares of the company
ownedYears as a Director

1 year4,000 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
June 2011
General Manager, Corporate
April 1984
Joined Hiroshima Sogo Bank, Ltd.
Administration Department and Human(renamed to Hiroshima-Sogo Bank,Resource Development Office of theLtd. in February 1989, and to Momiji
CompanyBank, Ltd. in May 2004 after business
April 2012
Director and General Manager, Kaita
integration.)
Branch of Momiji Bank, Ltd.
August 2003
General Manager, Yamaguchi Branch
June 2014
Managing Director of the said bankof the said bankJune 2016
President of the said Bank (presentFebruary 2005 Chief Assistant Manager, Salesposition)
Promotion Department of the said
June 2017Managing Director of the Companybank(present position)
July 2008
General Manager, Takehara Branch ofthe said bank
(Status of material concurrent position)
June 2010
General Manager, Corporate
President of Momiji Bank, Ltd. (RepresentativeAdministration Department of theDirector)
said bank[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 Momiji Bank, Ltd., possessing knowledge and experience required for sound and appropriate operation of theCompany and its subsidiaries, and as the Company has judged that he will appropriately execute the duties ofDirector of the Company, he has been made a candidate for Director.
CandidateNo.
4

Mitsuhiro Fujita(Reappointment)(Date of birth: July 31, 1954)

Number of shares of the company
ownedYears as a Director

1 year

60,700 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1977
Joined The Yamaguchi Bank, Ltd.
June 2010
Managing Director and General
June 1998
General Manager, Kokura Minami
Manager, Tokyo Headquarters of theBranch of the said banksaid bank
October 2000
Seconded to Chimakiya Co., Ltd.
June 2012
Senior Managing Director, GeneralApril 2003
General Manager, Nagasaki BranchManager, Yamaguchi Branch andof the said bankKencho-nai Branch of the said bankJune 2004
General Manager, Credit Supervision June 2015
Senior Managing Director,
Department of the said bank
The Kitakyushu Bank, Ltd.
October 2004
General Manager, Credit Supervision June 2016
President of the said bank (presentDepartment I of the said bankposition)
June 2005
Director of the said Bank
June 2017Managing Director of the Company
November 2008 Director and General Manager, Tokyo(present position)
Branch of the said bankJune 2009
Director and General Manager, Tokyo (Status of material concurrent position)
Headquarters of the said bankPresident of The Kitakyushu 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 Kitakyushu Bank, Ltd., possessing knowledge and experience required for sound and appropriate operationof the Company and its subsidiaries, and as the Company has judged that he will appropriately execute the dutiesof Director of the Company, he has been made a candidate for Director.

6

CandidateNo.
5

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

Number of shares of the company
ownedYears as a Director

2 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 (presentOctober 2006
Deputy General Manager, Corporateposition)
Planning Department (Hiroshima) of theJune 2016
Senior Managing Director of the said
said bankbank
April 2007
General Manager, Capital Markets andTreasury Department of the said bank
In charge of Retail Banking Business Group andDecember 2010 General Manager, Hiroshima Branch ofMarkets Business Groupthe said bankApril 2012
Director of Momiji Bank, Ltd.
[Reasons for selection as candidate for Director]
He has served to supervise the Retail Banking Business Group and the Markets Business Group as Director of theCompany, possessing knowledge and experience required for sound and appropriate operation of the Company andits subsidiaries, 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.
6Mitsuru Katoh(Reappointment) Number of shares of the company
owned(Date of birth: April 2, 1961)
Years as a Director

4,000 shares

2 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 theAdministration Department of thesaid bankCompanyJuly 2011
Deputy General Manager, Corporate
June 2016
Director of the Company (presentPlanning Department of the said bankposition)
In charge of Corporate Banking Business Group andCompliance & Risk Administration Group[Reasons for selection as candidate for Director]
He has served to supervise the Corporate Banking Business Group and the Compliance & Risk Administration
Group as Director of the Company, possessing knowledge and experience required for sound and appropriate
operation of the Company and its subsidiaries, and as the Company has judged that he will appropriately executethe duties of Director of the Company, he has been made a candidate for Director.

7

Masao Kusunoki

CandidateNo.
7(New Appointment)(Outside)(Independent)(Date of birth: January 3, 1948)

Number of shares of the company
ownedYears as a Director− years− 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 of(present position)
the said company
June 2011
Corporate Advisor of the said company(Status of material concurrent position)
Representative Director, Chairperson and Executive
Officer 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 Company and its subsidiaries (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 Representative Director, Chairperson and Executive Officer, 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 theGroup 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, whereMr. Masao Kusunoki serves as Representative Director, Chairperson and Executive Officer.
2.

3.
4.
5.

6.
7.
8.

No special interests exist between the Company and other candidates.
Mr. Takeshi Yoshimura is scheduled to be appointed Chairperson (Representative Director) of The Yamaguchi
Bank, Ltd. as of the conclusion 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 26, 2018.
Mr. Takeshi Yoshimura is scheduled to retire from Director of Momiji Bank, Ltd. as of the conclusion of theAnnual General Meeting of Shareholders of the said bank to be held on June 25, 2018.
Mr. Takeshi Yoshimura is scheduled to retire from Director of The Kitakyushu Bank, Ltd. as of the conclusion ofthe Annual General Meeting of Shareholders of the said bank to be held on June 25, 2018.
Mr. Ichinari Koda is scheduled to be appointed President (Representative Director) of The Yamaguchi 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 26, 2018.
Mr. Mitsuru Katoh is scheduled to be appointed Director of The Kitakyushu Bank, Ltd. as of the conclusion ofthe Annual General Meeting of Shareholders of the said bank to be held on June 25, 2018.
If the election of Mr. Masao Kusunoki is approved, the Company plans to register him as Independent Directoras 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 ExecutiveDirectors) 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. If the election of Mr. Masao Kusunoki is approved at this Annual General Meeting of Shareholders,the Company plans to conclude said liability limitation agreement with him.

8Proposal 2: Election of One (1) Director Who Serves as an Audit and Supervisory Committee
MemberThe term of office of Director who serves as an Audit and Supervisory Committee Member Mr.
Susumu Fukuda will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes that one (1) Director who serves as an Audit and Supervisory
Committee Member be elected. This proposal has received the approval of the Audit andSupervisory Committee.
The proposal was reviewed by each Director who serves as the Audit and Supervisory Committeewith no objections being raised.
The candidate for a Director who serves as an Audit and Supervisory Committee Member is asfollows:
Susumu Fukuda(Reappointment)(Date of birth: January 12, 1962)

Number of shares of the company
ownedYears as a Director

2 years

7,000 shares

Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 2013
General Manager, Risk Administration
April 1984
Joined The Yamaguchi Bank, Ltd.
June 2011
General Manager, Compliance and Risk
Department of the Company
June 2013
General Manager, Audit and Inspection
Administration Department of the saidbank
Department of the Company
June 2011
General Manager, Compliance and Risk June 2016
Director who serves as Audit andSupervisory Committee Member of theAdministration Department of theCompany
Company (present position)
April 2013
General Manager, Risk Administration
Department of The Yamaguchi Bank,Ltd.
[Reasons for selection as candidate for Director who serves as Audit and Supervisory Committee Member]
As a Director who serves as an Audit and Supervisory Committee Member of the Company, he has appropriately
performed the audit on the execution of operations by Directors. In addition, both within the Company and at abank within the group, he served as General Manager of the Audit and Inspection Department and the 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 a Director
who serves as an Audit and Supervisory Committee Member of the Company, he has been made a candidate for
Director who serves as an Audit and Supervisory Committee Member.
(Note)
1. No special interests exist between Mr. Susumu Fukuda and the Company.

End of document9