Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code 9066June 7, 2021
To Shareholders with Voting Rights:
Masahiro Tsutsui
President and Representative Director
NISSIN CORPORATION
6-81 Onoe-cho, Naka-ku, Yokohama-shi, Kanagawa, JapanNOTICE OF
THE 112TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 112th Annual General Meeting of Shareholders of Nissin Corporation (the“Company”) will be held as described below.
In order to prevent the spread of COVID-19, the Company encourages all shareholders, if at all
possible, to exercise their voting rights in writing or via electromagnetic methods (the Internet, etc.) in
advance instead of attending the Meeting in person. In that case, please review the attached Reference
Documents for the General Meeting of Shareholders, convey your vote for or against the proposals by mailingthe enclosed Voting Rights Exercise Form or via the website (https://evote.tr.mufg.jp/) so that it is received by
5:45 p.m. Japan time on Tuesday, June 22, 2021.
The Annual General Meeting of Shareholders will be streamed live. For details on how to watch the live
streaming, please refer to page 5 of the convocation notice. Please be advised that shareholders may not
exercise voting rights, express opinions, ask questions, etc. via live streaming.
Considering the COVID-19 pandemic, all attendees are kindly requested to take every possible step toprevent the infection such as wearing a face mask while fully checking their physical condition and thecurrent situation surrounding the COVID-19 on the date of the Meeting.
We will reduce seating capacity in an effort to create more distance between attendees. Therefore,
admission may be restricted due to the limited number of seats available.
We will not hand out gifts to attendees. We appreciate your understanding.

1. Date and Time:

Wednesday, June 23, 2021 at 10:00 a.m. Japan time

2. Place:

Yokohama Symposia, 9F Industry & Trade Center Building,
2 Yamashita-cho, Naka-ku, Yokohama-shi, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
112th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 112th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Partial Amendment to the Articles of Incorporation
Proposal 1:
Election of Six (6) Directors (Excluding Directors Who Are Audit &Proposal 2:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Proposal 3:
Members
Decision on Compensation for the Delivery of Restricted Stock to Directors
Proposal 4:(Excluding Outside Directors and Directors Who Are Audit & Supervisory
Committee Members)-1-

4. Information on Exercise of Voting Rights:
In the event that your voting rights are exercised via both mail and the Internet,
etc., the vote exercised via the Internet, etc. will be regarded as valid.
Furthermore, in the event that your voting rights are exercised multiple times via
the Internet, etc., the last vote made will be regarded as valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
◎ The following items are posted on the Company’s website (https://www.nissin-tw.com/) in accordance with provisions oflaws and regulations as well as Article 16 of the Company’s Articles of Incorporation, and therefore are not provided in thisNotice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Accordingly, the appendixes provided with this Notice form part of the documents audited by the Audit & Supervisory
Committee and the Accounting Auditor when preparing their respective audit reports.
◎ Should revisions arise to the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated and Consolidated Financial Statements, they will be posted on the Company’s website(https://www.nissin-tw.com/).
◎ Depending on the state of the COVID-19 infection on the date of the Meeting, the Company will take necessary preventive
measures. Should significant changes arise to the operation of the 112th Annual General Meeting of Shareholders, they will
be posted on the Company’s website (https://www.nissin-tw.com/).

-2-

Exercising Voting Rights via the Internet
To exercise voting rights via the Internet, please access the Voting Rights Exercise Website(https://evote.tr.mufg.jp/) designated by the Company from a PC, smartphone, or mobile phone, and exercise
your voting rights by following the instructions on the screen.
Deadline for exercise of voting rights: Tuesday, June 22, 2021 at 5:45 p. m.
* Votes must be submitted by the deadline above.
The website will be unavailable from 2 a.m. to 5 a.m. daily.
Method of exercise of voting rights by scanning the QR code
 Using a smartphone

With a smartphone, you can log in to the website without entering your login ID and temporary password
to exercise voting rights.
Log in to the website by scanning the QR Code for Login on the right side of the enclosed Voting Rights
Exercise Form, and follow the instructions on the screen to enter your vote for or against each proposal.
* This method of exercise of voting rights can be performed only once.
If you intend to login to the website for the second time or QR Code is unsupported on your phone,please refer to the section below.
* QR Code is registered trademarks of DENSO WAVE INCORPORATED.

Method of exercise of voting rights by entering login ID and temporary password
 Using a PC or logging in for the second time with a smartphone

1. Access the Voting Rights Exercise Website
https://evote.tr.mufg.jp/
Click “次の画面へ (Next)”.
2. Log in to the website
Enter the login ID and temporary password described on the right side of the enclosed Voting Rights
Exercise Form.
Enter the ID and password and click “ログイン (Login).”
3. Change the password
Enter the current password, a new password, and confirm password. Make sure not to forget the new
password.
Click “送信 (Submit).”
Follow the instructions on the screen to enter your vote for or against each proposal.
It may not be possible to exercise the voting rights from a PC or smartphone depending on theInternet environment of the shareholder if using a firewall, antivirus software, or proxy server, or if
TLS encrypted transmission is not designated when connecting to the Internet.
 Exercising voting rights with a mobile phone

Access the Voting Rights Exercise Website
https://evote.tr.mufg.jp/
For security reasons, you cannot vote by a mobile phone that does not have functions of TLS encryptedtransmission or transmission of mobile phone information.
[Notes]In order to prevent unauthorized access by third parties other than shareholders (so-called "spoofing")
and to prevent tampering with content of the voting, shareholders will be asked to change the temporary
password on the Voting Rights Exercise Website.
You will be provided with a new login ID and temporary password each time an Annual General
Meeting of Shareholders is convened.
-3--The costs incurred when accessing the Voting Rights Exercise Website (such as Internet access fees) willbe the responsibility of the shareholder. Similarly, fees required to use mobile phones, such as packet
transmission fees, will also be the responsibility of the shareholder.
Votes via the Internet will be accepted until 5:45 p.m. on Tuesday, June 22, 2021. However, you arecordially requested to exercise your voting rights earlier. If you have any questions, contact the Help
Desk below.
For inquiries about the system or other matters, contact:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9 a.m. to 9 p.m.)-4-

Live streaming of the General Meeting of Shareholders
Instead of attending the General Meeting of Shareholders in person, you will be able to watch the meeting on
the date via live streaming on the Internet as described below.
1. Please access the following website designated by the Company
Date of live streaming: Wednesday, June 23, 2021
From 10 a.m. to the end of the General Meeting of Shareholders
The live streaming website will be set up around 9:30 a.m.
Live streaming URL: https://v.srdb.jp/9066/2021soukai/
2. When a login screen appears, enter the login ID and password as described below
Login ID

: Shareholder ID indicated on your Voting Rights Exercise Form

Password: Zip code of your registered address (excluding hyphens)

3. Click the login button to watch the live streaming[Notes on the live streaming]
Shareholders watching the live streaming may not exercise voting rights, express opinions, or ask
questions, etc. on the day of the Annual General Meeting of Shareholders. Please exercise the voting
rights beforehand in writing or via the Internet after reviewing pages 3 to 4 in this notice.
You may not able to watch the live streaming depending on the PC used, Internet environment,
connection state, or other factors.
Any fees to watch the live streaming including communication charges shall be borne by shareholders.
Photographing, video recording, sound recording, and storing the live streaming are prohibited.
Sharing the shareholder ID and password with any third party is strictly prohibited.
In consideration of the privacy of attending shareholders, the live streaming will show only the seatingarea for the chairperson and officers.

-5-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendment to the Articles of Incorporation

1. Reason for the amendment
The Company has introduced an Executive Officer system, implementing swifter decision-making and astronger supervisory function for the Board of Directors. Accordingly, it is proposed to decrease thenumber of Directors (excluding Directors who are Audit & Supervisory Committee Members) prescribedunder Article 20, Paragraph 1 of the current Articles of Incorporation from “a maximum of fifteen (15)”
to “a maximum of ten (10).”
2. Details of the amendment
The details of the amendment are as follows:(The amended portion is underlined.)
Current Articles of Incorporation

Proposed Amendment

Chapter 4. Directors and the Board of Directors

Chapter 4. Directors and the Board of Directors(Number of Directors)(Number of Directors)
Article 20 The Company shall have a maximum of Article 20 The Company shall have a maximum offifteen (15) Directors (excludingten (10) Directors (excluding Directors
Directors who are Audit & Supervisory
who are Audit & Supervisory Committee
Committee Members).
Members).
2. The Company shall have a maximum of
2. The Company shall have a maximum offour (4) Directors who are Audit &four (4) Directors who are Audit &Supervisory Committee Members.
Supervisory Committee Members.

-6-

Proposal 2:

Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of all Directors (8 persons) (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same applies in this proposal) will expire at the closing of this
General Meeting of Shareholders.
Accordingly, the election of six (6) Directors is proposed.
Furthermore, the Audit & Supervisory Committee has expressed its view that the candidates for Director
presented in this proposal are suitable, as a result of discussions from perspectives such as the qualificationsof each candidate and the composition of the Board of Directors, based on discussions at the Nominating
and Compensation Committee.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

50,7201

2Masahiro Tsutsui(Feb. 25, 1953)[Reappointment]

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1975
Jul. 1986
Jun. 1993
Apr. 2001
Jun. 2005
Jun. 2007
Jun. 2008
Jun. 2019
Jun. 2020

Joined Mitsui O.S.K. Lines, Ltd.
Joined the Company
Director
Managing Director
Senior Managing Director
Representative Director and Vice President
President, Chief Operating Officer and Representative Director
Representative Director, Yokohama Air Cargo Terminal Co., Ltd.
(to present)
Representative Director, President and Executive Officer (topresent)[Reason for nomination as candidate for Director]
Mr. Masahiro Tsutsui promotes the globalization of the Group as President, Chief Operating Officer andRepresentative Director. He is nominated as a candidate for Director to draw on his experience and achievements as
Chief Operating Officer gained through his career for the sustainable improvement of the Group’s corporate value.
Apr. 1981
Joined The Sanwa Bank, Ltd.
Nov. 2009
Joined the Company
Jun. 2010
Executive Officer
Jun. 2012
Director and Executive Officer
Oct. 2012
Director and Managing Executive Officer
6,600
Apr. 2016
Director and Senior Managing Executive Officer
Apr. 2020
Assistant to the President, General Manager, Sales Division and
Junichiro
Head of Operational Headquarters (to present)
WatanabeJun. 2020
Representative Director and Senior Managing Executive Officer(May 30, 1956)(to present)[Reappointment][Reason for nomination as candidate for Director]
Mr. Junichiro Watanabe has been engaged in management as a manager of sales, planning, and administrative
divisions, and is striving to enhance the Group’s profitability as General Manager of the Sales Division and Assistantto the President. He is nominated as a candidate for Director to maximize the effect of his expertise in the financial
industry and his achievements as General Manager of the Sales Division gained through his career.

-7-

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

10,588
3

4

5

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1990
Apr. 2011
Apr. 2013
Jun. 2014
Apr. 2016
Apr. 2020
Apr. 2020

Joined the Company
General Manager, Personnel Department
Executive Officer
Director and Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer (to present)
General Manager, Operational Headquarters (to present)

Masataka Tsutsui(Oct. 10, 1967)[Reappointment][Reason for nomination as candidate for Director]
Mr. Masataka Tsutsui is striving to respond to globalization in customs operations and ensure personnel development,with abundant experience and insight centered on the customs and personnel divisions. He is nominated as a candidate
for Director to draw on his experience in the administration and sales divisions gained through his career and his
insight into customs operations for profit expansion in the international shipping division.
Apr. 1982
Joined the Company
Apr. 2010
General Manager, Audit Department
Apr. 2011
General Manager, Accounting Department
Apr. 2014
Executive Officer
Jun. 2015
Director and Executive Officer
4,620
Apr. 2017
Director and Managing Executive Officer (to present)
Apr. 2020
Head of AEO Arrangements Office, Corporate Planning
Tomonao
Department, Business Administration Office, Accounting
Ishiyama
Department and Subsidiaries and Associates Management Office(Feb. 28, 1959)(to present)[Reappointment][Reason for nomination as candidate for Director]
Mr. Tomonao Ishiyama has been engaged in accounting and financing divisions over many years, possessing abundant
experience, and is striving to promote compliance. He is nominated as a candidate for Director to draw on his
experience and knowledge regarding finance and accounting for the further strengthening of internal control and risk
management.
Apr. 1978
Joined the Company
Apr. 2006
President, Nissin Transportation & Warehousing (H.K.)
Apr. 2009
General Manager, China Business Department, the Company
Jun. 2012
Executive Officer
Apr. 2015
Managing Executive Officer
5,900
Apr. 2015
General Manager, Kansai DivisionJun. 2017
Director and Managing Executive Officer (to present)
Seiji Torio
Apr. 2021
Head of special missions (business advancement and travel(Jul. 4, 1954)business), in charge of General Sales Department No.3, Business[Reappointment]
Solution Sales Department, International Sales Department No.1,
No.2, and No.3 (to present)[Reason for nomination as candidate for Director]
Mr. Seiji Torio has been engaged in international logistics operations in Japan and overseas, and possesses abundant
practical experience, including managing a subsidiary in China. He is nominated as a candidate for Director to draw on
his experience to further expand sales as well as to promote business advancement and strengthen travel business as
special missions.

-8-Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1972
Jun. 1992
Jun. 1998
Jun. 2007
Apr. 2008
Apr. 2014

1,600
6

Susumu Fujimoto(Dec. 5, 1948)[Reappointment][Outside][Independent]

Apr. 2014
Apr. 2016
Oct. 2018
Apr. 2019
Jun. 2019

Joined Ministry of FinanceDirector, Asian Development Bank
Director-General, Yokohama Customs
Director, MS&AD Insurance Group Holdings
Director, Managing Executive Officer, Mitsui Sumitomo
Insurance Company, Limited
Director, Executive Vice President, MS&AD Insurance Group
Holdings
Vice President Executive Officer, Mitsui Sumitomo Insurance
Company Limited
Director, Chairman, InterRisk Research Institute & Consulting,Inc.
Advisor, the Company
Director and Chairman, Tokai Tokyo Research Institute Co., Ltd.
(to present)
Director, the Company (to present)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Susumu Fujimoto possesses abundant experience and deep insight gained through his long career as a government
official and as a corporate manager. Therefore, the Company has nominated him as a candidate for Outside Director.
We expect him to provide opinions and advice from an independent standpoint by sharing his experience, insight, andknowledge.
Notes:
1.
2.

3.

4.
5.

6.

7.

8.

There are no special interests between each candidate for Director and the Company.
Mr. Masahiro Tsutsui has served as Representative Director of Yokohama Air Cargo Terminal Co., Ltd. since June
2019. The Company has transactions concerning air cargo warehouse operations, etc. with Yokohama Air Cargo
Terminal Co., Ltd. and the payment amount is JPY 33 million per annum.
Mr. Susumu Fujimoto is a candidate for Outside Director. The Company has registered Mr. Susumu Fujimoto as
independent directors to the Tokyo Stock Exchange, Inc. (TSE), and if their reappointment is approved, they willcontinue to serve as independent directors.
Mr. Susumu Fujimoto, currently an Outside Director of the Company, will have served for 2 years at the conclusionof this General Meeting of Shareholders.
Mr. Susumu Fujimoto served as a Director of MS&AD Insurance Group Holdings until June 2016. Although theCompany has transactions concerning marine insurance, etc. with MS&AD Insurance Group Holdings and its
subsidiaries, the transaction amount is very small, not more than JPY 100 million.
Mr. Susumu Fujimoto served as an Advisor to the Company until June 2019, but he has never been involved inbusiness execution of the Company and its subsidiaries, and the purpose is to receive advice in the management basedon his experience and insight.
Mr. Susumu Fujimoto and the Company, in accordance with the Articles of Incorporation of the Company, haveconcluded agreements to limit their liabilities, and the maximum amount of liabilities set forth by the agreements are
the amount stipulated by laws and regulations. The Company intends to continue the said agreements if his
reappointment is approved at this General Meeting of Shareholders.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 of theCompanies Act with an insurance company. The outline of the insurance contract is stated below. Each candidate has
already been included as the insured of the insurance contract, and will continue to be the insured after reelection. The
said insurance contract is planned to be renewed in February 2022.
[Outline of the insurance contract](i) Scope of the insured
Directors (including retired Directors), Operating Officers, and managerial employees** Persons who are designated as “important employees” under the Companies Act by resolution of the Board of
Directors, excluding those who are Operating Officers. (For the Company, this refers to the persons who are
General Managers of Departments)(ii) Actual ratio of premiums paid by the insured
The premiums are fully paid by the Company. Therefore, the insured does not bear the premiums.
(iii) Outline of events insured against
The said insurance contract covers damage (legal damages and litigation expenses) in the event that a claim fordamages is made against the insured due to an act committed in the course of their duties.
(iv) Measures to prevent the appropriateness of duties of Directors from being impaired
There are certain exemptions under the insurance contract, such as damages arising from the insured's
intentional, unlawful gain or benefit and criminal acts. In addition, for the appropriateness of duties of Directors,
the deductible amount is prescribed under the insurance contract, and damages up to this deductible amountshall not be subject to coverage.

-9-

Proposal 3:

Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

The terms of office of all Directors who are Audit & Supervisory Committee Members (3 persons) will
expire at the closing of this General Meeting of Shareholders. Accordingly, the election of three (3)Directors who are Audit & Supervisory Committee Members is proposed.
Furthermore, the Audit & Supervisory Committee’s consent has been obtained for this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1978
Dec. 2004
Jun. 2005
Mar. 2010

1

2

Joined The Bank of Yokohama, Ltd.
General Manager, Compliance Control Division
General Manager, Internal Audit Department
Director and Managing Executive Officer, Saikaya Department
Store Co., Ltd.
3,200
Jun. 2013
Full-time Corporate Auditor, the Company
May 2014
Corporate Auditor, Nissin Travel Service Co., Ltd. (to present)
Tsuyoshi Fujine
May 2015
Corporate Auditor, Nicchu Peace Travel Service Co., Ltd. (to(Jun. 11, 1955)
present)[Reappointment][Outside]
Jun. 2015
Director and Audit & Supervisory Committee Member[Independent](Full-Time), the Company (to present)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tsuyoshi Fujine possesses broad experience mainly in the banking industry and deep insight on management andconsiderable knowledge in finance as a Small and Medium Enterprise Management Consultant. Therefore, the Company
has nominated him as a candidate for Outside Director who is an Audit & Supervisory Committee Member. We expect
him to provide opinions and advice from an independent standpoint by sharing his experience, insight, and knowledge.
Apr. 1974
Joined Yokohama City
Apr. 2003
General Manager, Port Management Department, Port and Harbor
BureauApr. 2004
General Manager in charge of Enhancement of International
Competitiveness, Port and Harbor Bureau
Apr. 2009
Director General for Wholesale Market, Economic Affairs Bureau
2,000
Jun. 2012
General Manager, Yokohama Branch, Kanarin Ltd.
Jun.
2016
Senior Executive Director and General Manager, Sales Promotion
Fumihiko Masuda
Department(Dec. 20, 1951)
Jun. 2017
Director and Audit & Supervisory Committee Member, the[Reappointment]
Company (to present)[Outside]
Jul. 2017
Director and Advisor, Kanagawa Rinkai Tsuun Co., Ltd. (to[Independent]
present)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Fumihiko Masuda possesses abundant experience gained through many years in port administration and deep insightin management. Therefore, the Company has nominated him as a candidate for Outside Director who is an Audit &Supervisory Committee Member. We expect him to provide opinions and advice from an independent standpoint by
sharing his experience, insight, and knowledge.

- 10 -

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1991
Mar. 1994
Sep. 2006

3

Joined Chuo Shinko Audit Corporation
Registered as certified public accountant
Joined PricewaterhouseCoopers Aarata (currently
PricewaterhouseCoopers Aarata LLC)
Aug. 2012
Group leader, Research and Consultation, Self-regulation,
Professional Standards and Practices, The Japanese Institute ofCertified Public Accountants
Oct. 2012
Professor, Accounting School, Graduate School of Economics and―Management, Tohoku University (to present)
Junko Kogayu
Jan. 2020
Established Junko Kogayu Certified Public Accountant Office(Oct. 10, 1967)(to present)[New candidate]Mar. 2020
Registered as tax accountant[Outside]
Apr. 2020
Joined Ayako Takeuchi Tax Accountant Office (to present)[Independent]
Dec. 2020
Outside Director who is an Audit & Supervisory Committee
Member, NIHON CHORIKI CO., LTD. (to present)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Although Ms. Junko Kogayu has never been involved in corporate management other than as an outside director, she has
a thorough knowledge of corporate accounting and tax matters as a certified public accountant and a tax accountant. In
addition, she has a broad knowledge and wealth of experience in finance and accounting. Therefore, the Company has
nominated her as a candidate for Outside Director who is an Audit & Supervisory Committee Member. We expect her toprovide opinions and advice from an independent standpoint by sharing her experience, insight, and knowledge.

Notes:
1.
2.

3.
4.
5.
6.
7.

8.

9.

There are no special interests between each candidate for Directors who are Audit and Supervisory Committee
Member and the Company.
Messrs. Tsuyoshi Fujine, Fumihiko Masuda and Ms. Junko Kogayu are candidates for Outside Director. The
Company has registered Messrs. Tsuyoshi Fujine and Fumihiko Masuda as independent directors to the Tokyo Stock
Exchange, and if their reappointment is approved, they will continue to serve as independent directors.
Mr. Tsuyoshi Fujine, currently an Outside Director who is an Audit & Supervisory Committee Member of theCompany, will have served for 6 years at the conclusion of this General Meeting of Shareholders.
Mr. Fumihiko Masuda, currently an Outside Director who is an Audit & Supervisory Committee Member of theCompany, will have served for 4 years at the conclusion of this General Meeting of Shareholders.
Ms. Junko Kogayu is scheduled to be an independent director pursuant to the provisions of the Tokyo Stock Exchange
if her election in this proposal is approved.
Mr. Tsuyoshi Fujine served as an operator of The Bank of Yokohama, Ltd., a specified related service provider of theCompany, until June 2013.
Messrs. Tsuyoshi Fujine and Fumihiko Masuda and the Company, in accordance with the Articles of Incorporation of
the Company, have concluded agreements to limit their liability for damages to the amount stipulated by laws andregulations. The Company intends to continue the said agreements if their reappointment is approved at this General
Meeting of Shareholders.
If Ms. Junko Kogayu’s election in this proposal is approved, in accordance with the Articles of Incorporation of theCompany, the Company plans to conclude an agreement with her to limit her liability for damages to the amountstipulated by laws and regulations.
The Company has entered into a directors and officers liability insurance contract pursuant to the provisions under
Article 430-3 of the Companies Act with an insurance company. The outline of the insurance contract is stated below.
Messrs. Tsuyoshi Fujine and Fumihiko Masuda have already been included as the insured of the insurance contract,
and will continue to be the insured after reelection. If Ms. Junko Kogayu’s election in this proposal is approved, shewill be included as the insured of the insurance contract. The said insurance contract is planned to be renewed in
February 2022.
[Outline of the insurance contract](i) Scope of the insured
Directors (including retired Directors), Operating Officers, and managerial employees** Persons who are designated as “important employees” under the Companies Act by resolution of the Board of
Directors, excluding those who are Operating Officers. (For the Company, this refers to the persons who are
General Managers of Departments)(ii) Actual ratio of premiums paid by the insured
The premiums are fully paid by the Company. Therefore, the insured does not bear the premiums.
(iii) Outline of events insured against
The said insurance contract covers damage (legal damages and litigation expenses) in the event that a claim fordamages is made against the insured due to an act committed in the course of their duties.
(iv) Measures to prevent the appropriateness of duties of Directors from being impaired
There are certain exemptions under the insurance contract, such as damages arising from the insured's
intentional, unlawful gain or benefit and criminal acts. In addition, for the appropriateness of duties of Directors,
the deductible amount is prescribed under the insurance contract, and damages up to this deductible amountshall not be subject to coverage.

- 11 -

Proposal 4:

Decision on Compensation for the Delivery of Restricted Stock to Directors (Excluding
Outside Directors and Directors Who Are Audit & Supervisory Committee Members)Compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members) not
exceeding 360 million yen per annum (not including compensation received in the capacity of an employee,
for Directors who also serve as employees) was approved by the 106th Annual General Meeting of
Shareholders held on June 24, 2015.
As part of a review of the compensation system for officers, the Company requests approval to provide
compensation for the delivery of restricted stock to Directors (excluding Outside Directors and Directors
who are Audit & Supervisory Committee Members; hereinafter referred to as “Eligible Directors”), in
addition to this annual compensation limit, with the aims of providing Eligible Directors with an incentive
to strive for the sustained enhancement of the Company’s corporate value, and further promoting value
sharing between Eligible Directors and all shareholders.
Compensation for the delivery of restricted stock under this proposal shall be provided to Eligible
Directors in the form of monetary claims. The total amount of the monetary claims to be provided to
Eligible Directors shall not exceed 50 million yen annually (not including compensation received in thecapacity of an employee, for Directors who serve concurrently as employees).
The Board of Directors shall determine the specific timing and allocation of compensation to each
Eligible Director.
There are currently eight (8) Directors (excluding Directors who are Audit & Supervisory Committee
Members), including one (1) Outside Director. If Proposal 2: Election of Six (6) Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members) is approved and passed without alteration,then there will be six (6) Directors (excluding Directors who are Audit & Supervisory Committee Members),
including one (1) Outside Director.
Eligible Directors shall receive common shares of the Company through issuance or disposal, in return forcontribution in kind of all monetary claims provided under this proposal, based on a resolution of the Boardof Directors. The total number of common shares of the Company to be issued or disposed of in this way
shall not exceed 50,000 shares. However, should the Company’s common shares undergo a share split(including a gratis allotment of the Company’s common shares), consolidation of shares, or other cause
necessitating adjustment to the total number of common shares to be issued of disposed of, with an effective
date on or after the date of the approval and passing of this proposal by the General Meeting of
Shareholders, then the total number of common shares shall be adjusted as necessary within a reasonable
range.
The amount to be paid in per share shall be determined by the Board of Directors, based on the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the business day prior to the dateof the resolution of the Board of Directors (if no trades occur on that date, the closing price on the mostrecent trading day of the Company’s shares preceding that date) within a range that is not particularly
favorable to the Eligible Directors receiving the common shares. The issuance or disposal of commonshares to Eligible Directors, and the receipt of monetary compensation claims as contribution in kind, shallbe conditional upon the Company concluding a restricted stock allotment agreement (hereinafter the“Allotment Agreement”) that includes the content shown below, with each Eligible Director. The maximum
amount of compensation, the total number of the Company’s common shares to be issued or disposed of,and other conditions regarding the delivery of restricted stock to Eligible Directors under this proposal, aredetermined based on the purpose described above, the Company’s business conditions, the Company’s
decision policy regarding the details of compensation for individual Directors, and other relevant matters.
(If this proposal is accepted and passed, then the Company’s decision policy regarding the details ofcompensation for individual Directors will be amended as shown under [Reference] below.) Moreover, theshares of restricted stock to be delivered based on this proposal represent only 0.24% of the total number ofissued shares of the Company (if the maximum number of shares of restricted stock were issued for a periodof ten years, then this number would only represent 2.46% of the total number of issued shares of theCompany), and the dilution rate is negligible. The delivery of restricted stock under this proposal istherefore deemed appropriate.
The Audit & Supervisory Committee has expressed the opinion that it considers the content of this
proposal to be appropriate, as a result of consideration, based on deliberation by the Nominating andCompensation Committee, of factors including its effect as an incentive to achieve sustainable growth andenhance corporate value, as well as the relative proportions of cash compensation and stock compensation.
[Summary of the contents of the Allotment Agreement]
1. Transfer restriction period- 12 -

Under the Allotment Agreement, an Eligible Director must not transfer, pledge or otherwise dispose ofcommon shares of the Company allotted under the Allotment Agreement (hereinafter the “Allotted
Shares”) from the day when the shares were allotted until the time immediately after the Eligible
Director retires from the post at the Company or a subsidiary of the Company predesignated by theCompany’s Board of Directors (hereinafter the “Transfer Restriction Period”). These restrictions are
hereinafter referred to as the “Transfer Restrictions.”
2. Treatment at the time of retirement and gratis acquisition
In the event that an Eligible Director retires from the post at the Company or a subsidiary of theCompany predesignated by the Company’s Board of Directors, prior to the expiration of a period
predesignated by the Company’s Board of Directors (hereinafter the “Service Period”), except forreasons due to the expiration of the Eligible Director’s term of office, death or other proper cause, theCompany shall rightfully acquire the Allotted Shares for no consideration. During the Transfer
Restriction Period, the Company may acquire all of the Allotted Shares from an Eligible Director for no
consideration, in cases where the Eligible Director has violated law or regulation, or for other cause
predesignated by the Company’s Board of Directors
3. Removal of the Transfer Restrictions
Not withstanding the provisions set forth in 1. above, where an Eligible Director has served
continuously in a post at the Company or a subsidiary of the Company predesignated by the Company’s
Board of Directors, for the duration of the Service Period, the Company shall remove the Transfer
Restrictions pertaining to all Allotted Shares held by the Eligible Director at the conclusion of theTransfer Restriction Period. However, where 1) the Eligible Director has retired from a post at theCompany or a subsidiary of the Company predesignated by the Company’s Board of Directors prior to
the expiration of the Service Period, due to the expiration of the Eligible Director’s term of office, deathor other proper cause as designated in 2. above, or 2) the Eligible Director has retired from a post at theCompany or a subsidiary of the Company predesignated by the Company’s Board of Directors after
the expiration of the Service Period but before the expiration of the Transfer Restriction Period, for areason that is not the expiration of the Eligible Director’s term of office, death or other proper cause as
designated in 2. above, then the number of Allotted Shares to be released from the Transfer Restrictions,and the timing of that release, shall be reasonably adjusted, as necessary. The Company shall rightfullyacquire, for no consideration, the remaining Allotted Shares that have not been released from theTransfer Restrictions, immediately subsequent to the release from the Transfer Restrictions inaccordance with the provisions above.
4. Treatment in the case of organizational restructuring, etc.
Notwithstanding the provisions set forth in 1. above, where a merger agreement with the Company as
the non-surviving company, a share exchange agreement where the Company becomes a wholly-owned
subsidiary, a share transfer plan or another matter concerning an organizational restructuring etc. isapproved by the Company’s General Meeting of Shareholders (or the Company’s Board of Directors, fororganizational restructuring etc. that does not require the approval of the General Meeting of
Shareholders) during the Transfer Restriction Period, the Transfer Restrictions may be removed before
the effective date of the organizational restructuring etc. by resolution of the Board of Directors, for anumber of the Allotted Shares to be determined reasonably based upon the length of the period from the
day when the Transfer Restriction Period commenced to the day when the organizational restructuringetc. was approved. The Company shall rightfully acquire, for no consideration, the remaining Allotted
Shares that have not been released from the Transfer Restrictions, immediately subsequent to the releasefrom the Transfer Restrictions in accordance with the provisions above.
5. Other matters
Other matters concerning the allotment agreement shall be determined by the Company’s Board of
Directors.

[Reference]<Compensation for Directors (excluding Directors who are Audit & Supervisory
Committee Members): basic policy subsequent to the approval of Proposal 4>
If Proposal 4 is approved and passed without alteration by this General Meeting of Shareholders, then the
new basic policy will be as follows.

- 13 -

1. Basic policy
Compensation for the Company’s Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter referred to as “Directors”) shall be composed of a basic salary, which
is fixed compensation, as well as bonuses and restricted stock compensation, which are variable
compensation designed to increase motivation to contribute to improving business performance.
The Company shall aim for a benchmark relative proportion of basic salary to variable bonuses tostock compensation of approximately 7 : 2 : 1.
Compensation for Outside Directors shall consist only of a fixed salary, in view of their roles andindependence.
2. Determination of Directors’ compensation(1) Basic compensation shall comprise a fixed monthly salary. The Nominating and Compensation
Committee, whose majority members are Outside Directors and which is chaired by an Outside
Director, shall deliberate on compensation proposals prepared based on each Director’s rank, as wellas other information such as management compensation survey data obtained from external research
agencies, and within the total compensation limits approved by resolution of the General Meeting of
Shareholders. The Nominating and Compensation Committee shall then report its recommendations to
the Board of Directors, which shall duly respect these recommendations when determining basic
compensation for Directors.
(2) Bonuses shall be paid at a designated time, in an amount equivalent to from zero (0) to six (6) times thebasic monthly salary, varying according to the degree of achievement of performance targets, based on
predetermined payment standards indexed against consolidated financial results. The Nominating andCompensation Committee shall deliberate on the total amount of bonuses thus calculated, and its
proposed allocation among individual Directors, then report its recommendations to the Board of
Directors, which shall duly respect these recommendations when determining bonuses for Directors.
(3) Non-cash compensation shall comprise stock compensation. Directors shall receive restricted stockwith the aims of providing them with an incentive to strive for the sustained enhancement of theCompany’s corporate value, and further promoting value sharing with all shareholders.
3. Determination of compensation for individual Directors
The authority to determine the amount of compensation for individual Directors shall be delegated to the
President and Representative Director by resolution of the Board of Directors. This authority shallpertain to the amount of basic salary for each individual Director and the allocation of bonuses amongindividual Directors.
In order to ensure that this authority is appropriately exercised by the President and Representative
Director, the Board of Directors shall submit compensation plans to the Nominating and Compensation
Committee for deliberation, and the President and Representative Director shall respect therecommendations reported by the Nominating and Compensation Committee when determining
compensation for individual Directors.

- 14 -