These documents are partial translations of the Japanese originals for reference purposes 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 this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8714)
June 5, 2015
To Shareholders with Voting Rights:
Hirohisa Fujita
Representative Director andPresident
Senshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 6TH ANNUAL GENERAL MEETING OF SHAREHOLDERS AND GENERALMEETING OF HOLDERS OF CLASSES OF SHARES FOR ORDINARY SHAREHOLDERS
You are cordially invited to attend the 6th Annual General Meeting of Shareholders and the General
Meeting of Holders of Classes of Shares for Ordinary Shareholders of Senshu Ikeda Holdings, Inc. (the“Company”). The meeting will be held for the purposes as described below.
At this Annual General Meeting of Shareholders, Proposals No. 3 “Partial Amendments to the Articles ofIncorporation (2),” and No. 4 “Partial Amendments to the Articles of Incorporation (3),” will be submitted asagenda items, and in order for these to be resolved, pursuant to Article 322, Paragraph 1, Item 1 of theCompanies Act, the Company is scheduled to hold a General Meeting of Holders of Classes of Shares for
Ordinary Shareholders.
If you are unable to attend the meeting, please review the Reference Documents for the General Meeting of
Shareholders (described hereinafter) and indicate your vote for or against the proposals on the enclosed Voting
Rights Exercise Form and return it so that it is received by 5:40 p.m. on Thursday, June 25, 2015 Japan time,or refer to the “Instructions for Exercise of Voting Rights via the Internet” on pages XX to XX for exercising
voting rights via the Company’s designated voting website (http:// www.evote.jp) via the computer orcellphone.
1. Date and Time:

Friday, June 26, 2015 at 10:00 a.m. Japan time

2. Place:

10F, Conference Room, Osaka International Convention Center, 5-3-51,
Nakanoshima, Kita-ku, Osaka, Japan

3. Meeting Agenda:(Annual General Meeting of Shareholders)Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 6th Fiscal Year (from April 1, 2014 to March 31, 2015) andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 6th Fiscal Year(from April 1, 2014 to March 31, 2015)

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
1Proposal No. 2: Partial Amendments to the Articles of Incorporation (1)Proposal No. 3: Partial Amendments to the Articles of Incorporation (2)Proposal No. 4: Partial Amendments to the Articles of Incorporation (3)Proposal No. 5: Election of Twelve (12) Directors
Proposal No. 6: Election of One (1) Substitute Audit & Supervisory Board Member(General Meeting of Holders of Classes of Shares for Ordinary Shareholders)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation (2)Proposal No. 2: Partial Amendments to the Articles of Incorporation (3)End◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the convention center on the day of the meeting for confirmation.
◎ Of the documents needed to be attached to this notice of convocation, the Notes to the Non-consolidated
Financial Statements and the Notes to the Consolidated Financial Statements are, in accordance with laws
and regulations as well as Article 23 of the Articles of Incorporation of the Company, posted on the
Company’s website (http://www.senshuikeda-hd.co.jp/) and are therefore not included with this document.
The Attached Documents are part of the Non-consolidated Financial Statements and the Consolidated
Financial Statements, which have been audited by Audit & Supervisory Board Members in preparing the
Audit Report and by the Accounting Auditor in preparing the Accounting Audit Report.
◎ In the event that any revisions to the Attached Documents or the Reference Documents for the General
Meeting of Shareholders are required, revised items will be posted on the Company’s website(http://www.senshuikeda-hd.co.jp/).

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
In view of its public position as a banking holding company, to ensure the health of its financial standing
through appropriate enrichment of internal reserves while maintaining a policy on stable dividends, theCompany holds as its basic policy the aggressive return of profits to shareholders. Based on this basic policy,
in comprehensive consideration of the condition of business results and the management environment, etc.,
the Company determines dividends. Additionally, concerning funds held as internal reserves, the Company
plans to utilize these funds for measures such as investment in future business expansion and strengtheningof its financial standing.
Taking into consideration the earnings performance as well as the business environment based on thepolicies stated above, it is proposed that the surplus for the fiscal year under review be appropriated asfollows:
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amountFor each share of Class 2 Preferred Shares, pursuant to the Articles of Incorporation, the Company
proposes dividends of 1,020 yen divided by 18.5.
For each share of Class 3 Preferred Shares, the Company proposes dividends of 70.70 yen, as was
defined upon issuance.
Additionally, for ordinary shares, the Company proposes dividends of 15 yen per share.
The total amount of dividends in this case will be 5,378,494,920 yen.
(3) Effective date of distribution of surplus
June 29, 2015

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation (1)1. Reason for proposal(1) With the intent of establishing a target for responding with stability in the future to newdomestic equity ratio standard regulations for banking holding companies (so-called “Basel III”),
the Company completed on April 7, 2015 the acquisition and retirement (replacement) of Class
2 Preferred Shares by way of financing through issuance of The First Series of Class 7 Preferred
Shares, and on April 10 of the same year, resolved to issue and sell ordinary shares, andcompleted the issuance of ordinary shares. As a result of completing the above replacement ofpreferred shares and issuance of ordinary shares, the Company can aim to respond with stability
in the future to “Basel III,” and as such, the Company proposes removing all regulations in the
Articles of Incorporation concerning preparation for the future issuance of preferred shares. Inline with this, regulations concerning preferred shares are proposed to be removed, with the
exception of regulations pertaining to currently issued Class 3 Preferred Shares and the First
Series of Class 7 Shares, and in order to reduce the total number of shares authorized to beissued for Class 3 Preferred Shares and the First Series of Class 7 Shares to the number ofcurrently issued shares, the Company proposes the removal and amendment to relevant sections
as follows.
(i)
Regulations shall be removed for Class 2, the First Series to the Third Series of Class 4, theFirst Series to the Third Series of Class 5, the First Series to the Sixth Series of Class 6, andthe Second Series to the Sixth Series of Class 7 Preferred Shares, and regulations shall beamended for Class 3 and the First Series of Class 7 Preferred Shares to change the total
number of shares authorized to be issued to the number of currently issued shares (Article 6,
Paragraph 2 of the current Articles of Incorporation).
(ii)
Regulations shall be removed for Class 2, the First Series to the Third Series of Class 4, theFirst Series to the Third Series of Class 5, the First Series to the Sixth Series of Class 6, andthe Second Series to the Sixth Series of Class 7 Preferred Shares, and relevant sections shallbe amended (Article 14, Paragraph 1, Article 15, Paragraph 1, Article 16, Article 17,
Paragraph 1, Paragraph 3 to Paragraph 6, Article 17-2, Article 17-3, and Article 27, Paragraph
3 of the current Articles of Incorporation).
(2) Due to the promulgation of the “Act for Partial Revision of the Companies Act” (Act No. 90 of
2014), the number of paragraphs in Article 763 of the Companies Act has changed, and theCompany proposes amendments to the relevant sections (Article 14, Paragraph 3 of the current
Articles of Incorporation).
(3) Other changes to the number of Articles and relevant sections as a result of the above changes(Article 17, Paragraph 2, Paragraph 6, Paragraph 7, and Article 17-3, Paragraph 4 of the current
Articles of Incorporation).

42. Content of changes
Changes are as shown below for proposed amendment 1 to the Articles of Incorporation.
(Underlines indicate changed sections.)
Present Articles of Incorporation

Proposal 1 to Amend the Articles of Incorporation

CHAPTER II. SHARESCHAPTER II. SHARES(Total Number of Shares Authorized to be Issued)(Total Number of Shares Authorized to be Issued)

Article 6

Article 6(2)(Omitted)
The aggregate number of shares authorized to be issued by the(2)Company shall be as follows. However, the aggregate number of(Unchanged)
The aggregate number of shares authorized to be issued by theCompany shall be as follows.
(Removed)

shares authorized to be issued with respect to the First to the Third
Series of Class 4 Preferred Shares (hereinafter collectively “Class
4 Preferred Shares,” and when referring to one of the First to theThird Series of Class 4 Preferred Shares alone, “Each Class 4
Preferred Share”) shall not exceed thirty million (30,000,000) in
total, the aggregate number of shares authorized to be issued withrespect to the First to the Third Series of Class 5 Preferred Shares(hereinafter collectively “Class 5 Preferred Shares,” and whenreferring to one of the First to the Third Series of Class 5 Preferred
Shares alone, “Each Class 5 Preferred Share”) shall not exceed
thirty million (30,000,000) in total, the aggregate number ofshares authorized to be issued with respect to the First to the Sixth
Series of Class 6 Preferred Shares (hereinafter collectively “Class
6 Preferred Shares,” and when referring to one of the First to the
Sixth Series of Class 6 Preferred Shares alone, “Each Class 6
Preferred Share”) shall not exceed sixty million (60,000,000) in
total, and the aggregate number of shares authorized to be issued
with respect to the First to the Sixth Series of Class 7 Preferred
Shares (hereinafter collectively “Class 7 Preferred Shares,” andwhen referring to one of the First to the Sixth Series of Class 7
Preferred Shares alone, “Each Class 7 Preferred Share”) shall not
exceed sixty million (60,000,000) in total.
Ordinary Shares:

Ordinary Shares:

eight-hundred fifty million, fifty thousand (850,050,000) shareseight-hundred fifty million, fifty thousand (850,050,000) sharesClass 2 Preferred Shares:(Removed)

twenty-seven million, seven-hundred fifty thousand (27,750,000)
sharesClass 3 Preferred Shares:

Class 3 Preferred Shares:

seven million five hundred thousand (7,500,000) shares

thirty million (30,000,000) shares
The First Series of Class 4 Preferred Shares:(Removed)

thirty million (30,000,000) shares(Removed)

The Second Series of Class 4 Preferred Shares:
thirty million (30,000,000) shares(Removed)

The Third Series of Class 4 Preferred Shares:
thirty million (30,000,000) shares(Removed)

The First Series of Class 5 Preferred Shares:
thirty million (30,000,000) shares(Removed)

The Second Series of Class 5 Preferred Shares:
thirty million (30,000,000) shares(Removed)

The Third Series of Class 5 Preferred Shares:
thirty million (30,000,000) shares

5Present Articles of Incorporation

Proposal 1 to Amend the Articles of Incorporation

The First Series of Class 6 Preferred Shares:(Removed)

sixty million (60,000,000) shares
The Second Series of Class 6 Preferred Shares:(Removed)

sixty million (60,000,000) shares
The Third Series of Class 6 Preferred Shares:(Removed)

sixty million (60,000,000) shares
The Fourth Series of Class 6 Preferred Shares:(Removed)

sixty million (60,000,000) shares
The Fifth Series of Class 6 Preferred Shares:(Removed)

sixty million (60,000,000) shares
The Sixth Series of Class 6 Preferred Shares:(Removed)

sixty million (60,000,000) shares
The First Series of Class 7 Preferred Shares:

The First Series of Class 7 Preferred Shares:

sixty million (60,000,000) shares

twenty-five million (25,000,000) shares

The Second Series of Class 7 Preferred Shares:(Removed)

sixty million (60,000,000) shares(Removed)

The Third Series of Class 7 Preferred Shares:
sixty million (60,000,000) shares(Removed)

The Fourth Series of Class 7 Preferred Shares:
sixty million (60,000,000) shares(Removed)

The Fifth Series of Class 7 Preferred Shares:
sixty million (60,000,000) shares(Removed)

The Sixth Series of Class 7 Preferred Shares:
sixty million (60,000,000) shares
CHAPTER III. PREFERRED SHARESCHAPTER III. PREFERRED SHARES(Preferred Dividends)(Preferred Dividends)

Article 14

Article 14

The Company shall distribute cash dividends from surplus on

The Company shall distribute cash dividends from surplus on

Preferred Shares (hereinafter referred to as the “PreferredPreferred Shares (hereinafter referred to as the “Preferred

Dividends”) in such respective amount as prescribed below to the

Dividends”) in such respective amount as prescribed below to theholders of Preferred Shares (hereinafter referred to as theholders of Preferred Shares (hereinafter referred to as the“Preferred Shareholders”) or registered share pledgees who hold“Preferred Shareholders”) or registered share pledgees who holdpledges over Preferred Shares (hereinafter referred to as thepledges over Preferred Shares (hereinafter referred to as the“Registered Preferred Share Pledgees”), when distributing“Registered Preferred Share Pledgees”), when distributing

year-end dividends as stipulated in Article 50, with priority overyear-end dividends as stipulated in Article 50, with priority overthe holders of Ordinary Shares (hereinafter referred to as thethe holders of Ordinary Shares (hereinafter referred to as the“Ordinary Shareholders”) or registered share pledgees who hold“Ordinary Shareholders”) or registered share pledgees who holdpledges over Ordinary Shares (hereinafter referred to as thepledges over Ordinary Shares (hereinafter referred to as the“Registered Ordinary Share Pledgees”).

“Registered Ordinary Share Pledgees”).

Class 2 Preferred Shares: An amount per share equal to 1,020 yen(Removed)

divided by 18.5
Class 3 Preferred Shares, the First to the Third Series of Class 4Class 3 Preferred Shares and the First Series of Class 7 PreferredPreferred Shares, the First to the Third Series of Class 5 Preferred

Shares:Shares, the First to the Sixth Series of Class 6 Preferred Shares,
and the First to the Sixth Series of Class 7 Preferred Shares: An

An amount per share equal to multiplying the paid-in amountamount per share equal to multiplying the paid-in amount upon

upon issuance by a dividend ratio determined by a method definedissuance by a dividend ratio determined by a method defined priorprior to issuance via resolution of the Board of Directors.

to issuance via resolution of the Board of Directors. However, theHowever, the dividend ratio shall have an upper limit of 10% if

dividend ratio shall have an upper limit of 10% if a fixed dividend

a fixed dividend ratio, or 5% in excess of LIBOR, TIBOR, swap

ratio, or 5% in excess of LIBOR, TIBOR, swap rates, or otherrates, or other generally accepted indices used in the issuance ofgenerally accepted indices used in the issuance of securities if asecurities if a variable dividend ratio.

variable dividend ratio.
(2)(Omitted)(2)

6(Unchanged)

Present Articles of Incorporation(3)

Proposal 1 to Amend the Articles of Incorporation

The Company shall not distribute any dividends to any Preferred(3)

The Company shall not distribute any dividends to any Preferred

Shareholder or Registered Preferred Share Pledgee in excess of

Shareholder or Registered Preferred Share Pledgee in excess ofthe prescribed amount of the relevant Preferred Dividends except

the prescribed amount of the relevant Preferred Dividends except

for the distribution from surplus in the process of the corporate

for the distribution from surplus in the process of the corporate

split (kyushu-bunkatsu) pursuant to Article 758, Item 8 (b) or

split (kyushu-bunkatsu) pursuant to Article 758, Item 8 (b) or

Article 760, Item 7 (b) of the Corporation Act , or the distribution

Article 760, Item 7 (b) of the Corporation Act , or the distribution

from surplus in the process of the corporate split

from surplus in the process of the corporate split(shinsetsu-bunkatsu) pursuant to Article 763, Item 12 (b) or(shinsetsu-bunkatsu) pursuant to Article 763, Paragraph 1, Item 12

Article 765 Paragraph 1, Item 8 (b) of the said act.

(b) or Article 765 Paragraph 1, Item 8 (b) of the said act.

(Distribution of Residual Assets)(Distribution of Residual Assets)

Article 15

Article 15

If the Company distributes its residual assets in cash uponIf the Company distributes its residual assets in cash uponliquidation, the Company shall pay cash to the Preferredliquidation, the Company shall pay cash to the Preferred

Shareholders or Registered Preferred Share Pledgees with priority

Shareholders or Registered Preferred Share Pledgees with priority

over the Ordinary Shareholders or Registered Ordinary Shareover the Ordinary Shareholders or Registered Ordinary Share

Pledgees in such respective amount as prescribed below:

Pledgees in such respective amount as prescribed below:

Class 2 Preferred Shares: An amount per share equal to 20,000(Removed)

yen divided by 18.5
Class 3 Preferred Shares, the First to the Third Series of Class 4Class 3 Preferred Shares and the First Series of Class 7 PreferredPreferred Shares, the First to the Third Series of Class 5 Preferred

Shares:Shares, the First to the Sixth Series of Class 6 Preferred Shares,
and the First to the Sixth Series of Class 7 Preferred Shares: An

An amount per share equal to an amount defined prior to issuanceamount per share equal to an amount defined prior to issuance via

via resolution of the Board of Directors in consideration of theresolution of the Board of Directors in consideration of the paid-in

paid-in amount upon issuance.

amount upon issuance.
(2)(Omitted)(2)(Unchanged)(Voting Rights for Preferred Shares)(Voting Rights for Preferred Shares)

Article 16

Article 16

Unless otherwise provided for by laws and regulations, thePreferred Shareholders shall not have voting rights at any general

meeting of shareholders; provided, however, that the Preferredmeeting of shareholders; provided, however, that the Preferred

Shareholders, excluding Preferred Shareholders that hold Class 6

Shareholders, excluding Preferred Shareholders that hold the First

Preferred Shares and Preferred Shareholders that hold Class 7

Series of Class 7 Preferred Shares, shall have voting rights from

Preferred Shares, shall have voting rights from (i) the(i) the commencement of an ordinary general meeting ofcommencement of an ordinary general meeting of shareholders inshareholders in the event that no proposal for declaration of thethe event that no proposal for declaration of the PreferredPreferred Dividends be paid to the Preferred Shareholders is

Dividends be paid to the Preferred Shareholders is submitted tosubmitted to such ordinary general meeting of shareholders or (ii)such ordinary general meeting of shareholders or (ii) the close of

the close of an ordinary general meeting of shareholders in the

an ordinary general meeting of shareholders in the event that such

event that such proposal is rejected at such ordinary general

proposal is rejected at such ordinary general meeting of

meeting of shareholders, until, in either case, a proposal forshareholders, until, in either case, a proposal for declaration of thedeclaration of the Preferred Dividends be paid to the PreferredPreferred Dividends be paid to the Preferred Shareholders is

Shareholders is approved at an ordinary general meeting ofapproved at an ordinary general meeting of shareholders.

shareholders.

(Acquisition of Preferred Shares with Cash Compensation)
Article 17

Unless otherwise provided for by laws and regulations, thePreferred Shareholders shall not have voting rights at any general(Acquisition of Preferred Shares with Cash Compensation)

On a date on or after March 28, 2014 as of a date determined via(Removed)

resolution of the Board of Directors subsequent to the issuance ofClass 2 Preferred Shares (hereinafter the “Class 2 Preferred Shares
Acquisition Date”), the Company may acquire all or a part of theClass 2 Preferred Shares in exchange for cash in the amount of thesum of 2,000 yen per share divided by 18.5 of Class 2 Preferred
Shares and the pro-rated amount (for amounts less than one yen,calculated to three decimal places, and then rounded to the nearest
whole yen) of Preferred Dividends from the first date (including
the same day) of the fiscal year in which the Class 2 Preferred
Shares Acquisition Date falls until the day prior (including thesame day) to the Class 2 Preferred Shares Acquisition Date.
(2)(Omitted)

Article 17(As stated in Article 17, Paragraph 2 of the current Articles ofIncorporation)

7

Present Articles of Incorporation(3)

Proposal 1 to Amend the Articles of Incorporation

In the event that circumstances are met that are defined via(Removed)

resolution of the Board of Directors prior to the issuance of Class
4 Preferred Shares, the Company may, upon a date separately
determined by the Board of Directors, and within the limits oflaws and regulations, acquire all or part of the Class 4 Preferred
Shares. In this case, in exchange for acquisition of the Class 4
Preferred Shares, the Company shall provide as compensation acash amount per Class 4 Preferred Share determined via resolutionof the Board of Directors in advance of the issuance of Class 4
Preferred Shares, in consideration of the paid-in amount for theClass 4 Preferred Shares.
(4)(Removed)

In the event that circumstances are met that are defined via
resolution of the Board of Directors prior to the issuance of Class
5 Preferred Shares, the Company may, upon a date separately
determined by the Board of Directors, and within the limits oflaws and regulations, acquire all or part of the Class 5 Preferred
Shares. In this case, in exchange for acquisition of the Class 5
Preferred Shares, the Company shall provide as compensation acash amount per Class 5 Preferred Share determined via resolutionof the Board of Directors in advance of the issuance of Class 5
Preferred Shares, in consideration of the paid-in amount for theClass 5 Preferred Shares.

(5)(Removed)

In the event that circumstances are met that are defined via
resolution of the Board of Directors prior to the issuance of Class
6 Preferred Shares, the Company may, upon a date separately
determined by the Board of Directors, and within the limits oflaws and regulations, acquire all or part of the Class 6 Preferred
Shares. In this case, in exchange for acquisition of the Class 6
Preferred Shares, the Company shall provide as compensation acash amount per Class 6 Preferred Share determined via resolutionof the Board of Directors in advance of the issuance of Class 6
Preferred Shares, in consideration of the paid-in amount for theClass 6 Preferred Shares.

(6)

(2)

In the event that circumstances are met that are defined via

In the event that circumstances are met that are defined via

resolution of the Board of Directors prior to the issuance of Class

resolution of the Board of Directors prior to the issuance of the

7 Preferred Shares, the Company may, upon a date separatelyFirst Series of Class 7 Preferred Shares, the Company may, upon adetermined by the Board of Directors, and within the limits ofdate separately determined by the Board of Directors, and withinlaws and regulations, acquire all or part of the Class 7 Preferred

the limits of laws and regulations, acquire all or part of the First

Shares. In this case, in exchange for acquisition of the Class 7

Series of Class 7 Preferred Shares. In this case, in exchange forPreferred Shares, the Company shall provide as compensation aacquisition of the First Series of Class 7 Preferred Shares, thecash amount per Class 7 Preferred Share determined via resolution

Company shall provide as compensation a cash amount per theof the Board of Directors in advance of the issuance of Class 7

First Series of Class 7 Preferred Share determined via resolution

Preferred Shares, in consideration of the paid-in amount for theof the Board of Directors in advance of the issuance of the FirstClass 7 Preferred Shares.

Series of Class 7 Preferred Shares, in consideration of the paid-in
amount for the First Series of Class 7 Preferred Shares.

(7)(Omitted)(3)(As stated in Article 17, Paragraph 7 of the current Articles ofIncorporation)

8

Present Articles of Incorporation

Proposal 1 to Amend the Articles of Incorporation(Acquisition Request of Preferred Shares with Ordinary Shares Compensation)(Removed)

Article 17-2 Preferred Shareholders holding Each Class 4 Preferred Sharesmay, during a period set via resolution of the Board of Directors
prior to issuance of Each Class 4 Preferred Shares, may request to
the Company acquisition of Each Class 4 Preferred Shares held by
the Preferred Shareholder. If such as request is made, in exchange
for acquisition of Each Class 4 Preferred Shares that have beenrequested for acquisition by the Preferred Shareholder, theCompany will, to the Preferred Shareholder, provide ordinary
shares in the amount of the number of Each Class 4 Preferred
Shares requested for acquisition multiplied by the paid-in amount
per share for Each Class 4 Preferred Shares (Initially, this signifies
an amount set via resolution of the Board of Directors prior toissuance of Each Class 4 Preferred Shares that utilizes the market
value of the Company’s share as a standard, and this resolution
may also define methods to revise and adjust the acquisition price,
as well as upper and lower limits.) subtracted by the acquisition
price. In the event that the number of shares to be provided in
exchange for acquisition of Each Class 4 Preferred Shares has
amounts of less than one, these will be dealt with in accordancewith Article 167, Paragraph 3 of the Companies Act.
(2)

Preferred Shareholders holding Each Class 5 Preferred Sharesmay, during a period set via resolution of the Board of Directors
prior to issuance of Each Class 5 Preferred Shares, may request to
the Company acquisition of Each Class 5 Preferred Shares held by
the Preferred Shareholder. If such as request is made, in exchange
for acquisition of Each Class 5 Preferred Shares that have beenrequested for acquisition by the Preferred Shareholder, theCompany will, to the Preferred Shareholder, provide ordinary
shares in the amount of the number of Each Class 5 Preferred
Shares requested for acquisition multiplied by the paid-in amount
per share for Each Class 5 Preferred Shares (Initially, this signifies
an amount set via resolution of the Board of Directors prior toissuance of Each Class 5 Preferred Shares that utilizes the market
value of the Company’s share as a standard, and this resolution
may also define methods to revise and adjust the acquisition price,
as well as upper and lower limits.) subtracted by the acquisition
price. In the event that the number of shares to be provided in
exchange for acquisition of Each Class 5 Preferred Shares has
amounts of less than one, these will be dealt with in accordancewith Article 167, Paragraph 3 of the Companies Act.

9

Present Articles of Incorporation(3)

Proposal 1 to Amend the Articles of Incorporation

Preferred Shareholders holding Each Class 6 Preferred Shares(Removed)

may, during a period set via resolution of the Board of Directors
prior to issuance of Each Class 6 Preferred Shares, may request to
the Company acquisition of Each Class 6 Preferred Shares held by
the Preferred Shareholder. If such as request is made, in exchange
for acquisition of Each Class 6 Preferred Shares that have beenrequested for acquisition by the Preferred Shareholder, theCompany will, to the Preferred Shareholder, provide ordinary
shares in the amount of the number of Each Class 6 Preferred
Shares requested for acquisition multiplied by the paid-in amount
per share for Each Class 6 Preferred Shares (Initially, this signifies
an amount set via resolution of the Board of Directors prior toissuance of Each Class 6 Preferred Shares that utilizes the market
value of the Company’s share as a standard, and this resolution
may also define methods to revise and adjust the acquisition price,
as well as upper and lower limits.) subtracted by the acquisition
price. In the event that the number of shares to be provided in
exchange for acquisition of Each Class 6 Preferred Shares has
amounts of less than one, these will be dealt with in accordancewith Article 167, Paragraph 3 of the Companies Act.
(Acquisition of Preferred Shares with Ordinary Shares Compensation)(Acquisition of Preferred Shares with Ordinary Shares Compensation)

Article 17-3 The Company shall acquire all of Each Class 4 Preferred Shares(Removed)that have not yet been acquired by the final day of the period
defined in Paragraph 1 of the previous Article on the day
following the final day of the period. In this case, as compensation
for acquisition of Each Class 4 Preferred Share, the Company will
provide toward each Preferred Shareholder holding Each Class 4
Preferred Shares ordinary shares in the amount of the number ofEach Class 4 Preferred Shares multiplied by the paid-in amount
per share for Each Class 4 Preferred Shares subtracted by themarket value of ordinary shares, and the details will be decided inadvance of the issuance of Each Class 4 Preferred Shares via
resolution of the Board of Directors. The Company may define
calculation methods to determine the minimum and maximum
amounts of ordinary shares that are to be issued. In the event thatthe number of shares to be provided in exchange for acquisition ofEach Class 4 Preferred Shares has amounts of less than one, thesewill be dealt with in accordance with Article 234 of theCompanies Act.
(2)

(Removed)

The Company shall acquire all of Each Class 5 Preferred Sharesthat have not yet been acquired by the final day of the period
defined in Paragraph 2 of the previous Article on the day
following the final day of the period. In this case, as compensation
for acquisition of Each Class 5 Preferred Share, the Company will
provide toward each Preferred Shareholder holding Each Class 5
Preferred Shares ordinary shares in the amount of the number ofEach Class 5 Preferred Shares multiplied by the paid-in amount
per share for Each Class 5 Preferred Shares subtracted by themarket value of ordinary shares, and the details will be decided inadvance of the issuance of Each Class 5 Preferred Shares via
resolution of the Board of Directors. The Company may define
calculation methods to determine the minimum and maximum
amounts of ordinary shares that are to be issued. In the event thatthe number of shares to be provided in exchange for acquisition ofEach Class 5 Preferred Shares has amounts of less than one, thesewill be dealt with in accordance with Article 234, of theCompanies Act.

10

Present Articles of Incorporation(3)

Proposal 1 to Amend the Articles of Incorporation(Removed)

The Company shall acquire all of Each Class 6 Preferred Sharesthat have not yet been acquired by the final day of the period
defined in Paragraph 3 of the previous Article on the day
following the final day of the period. In this case, as compensation
for acquisition of Each Class 6 Preferred Share, the Company will
provide toward each Preferred Shareholder holding Each Class 6
Preferred Shares ordinary shares in the amount of the number ofEach Class 6 Preferred Shares multiplied by the paid-in amount
per share for Each Class 6 Preferred Shares subtracted by themarket value of ordinary shares, and the details will be decided inadvance of the issuance of Each Class 6 Preferred Shares via
resolution of the Board of Directors. The Company may define
calculation methods to determine the minimum and maximum
amounts of ordinary shares that are to be issued. In the event thatthe number of shares to be provided in exchange for acquisition ofEach Class 6 Preferred Shares has amounts of less than one, thesewill be dealt with in accordance with Article 234, of theCompanies Act.

(4)

Article 17-2 On a day determined via resolution of the Board of Directors in

On a day determined via resolution of the Board of Directors inadvance of the issuance of Each Class 7 Preferred Shares, theadvance of the issuance of First Series of Class 7 Preferred Shares,

Company shall acquire all of Each Class 7 Preferred Shares. In

the Company shall acquire all of First Series of Class 7 Preferred

this case, as compensation for acquisition of Each Class 7

Shares. In this case, as compensation for acquisition of First Series

Preferred Share, the Company will provide toward each Preferredof Class 7 Preferred Share, the Company will provide toward each

Shareholder holding Each Class 7 Preferred Shares ordinary

Preferred Shareholder holding First Series of Class 7 Preferredshares in the amount of the number of Each Class 7 Preferred

Shares ordinary shares in the amount of the number of First Series

Shares multiplied by the paid-in amount per share for Each Classof Class 7 Preferred Shares multiplied by the paid-in amount per

7 Preferred Shares subtracted by the market value of ordinary

share for First Series of Class 7 Preferred Shares subtracted by theshares, and the details will be decided in advance of the issuancemarket value of ordinary shares, and the details will be decided inof Each Class 7 Preferred Shares via resolution of the Board ofadvance of the issuance of First Series of Class 7 Preferred Shares

Directors. The Company may define calculation methods to

via resolution of the Board of Directors. The Company may define

determine the minimum and maximum amounts of ordinary sharescalculation methods to determine the minimum and maximumthat are to be issued. In the event that the number of shares to beamounts of ordinary shares that are to be issued. In the event thatprovided in exchange for acquisition of Each Class 7 Preferred

the number of shares to be provided in exchange for acquisition of

Shares has amounts of less than one, these will be dealt with inFirst Series of Class 7 Preferred Shares has amounts of less thanaccordance with Article 234, of the Companies Act.

one, these will be dealt with in accordance with Article 234, of theCompanies Act.

CHAPTER IV-2. GENERAL MEETINGS OF HOLDERS OF CLASSES OF

CHAPTER IV-2. GENERAL MEETINGS OF HOLDERS OF CLASSES OFSHARES
Article 27(2)(3)

SHARES(Omitted)

Article 27(Omitted)(2)

In the event that the Company will undertake actions stipulated in(3)(Unchanged)(Unchanged)
In the event that the Company will undertake actions stipulated ineach Item of Article 322, Paragraph 1 of the Companies Act,

each Item of Article 322, Paragraph 1 of the Companies Act,

unless otherwise stipulated by laws and regulations, resolution

unless otherwise stipulated by laws and regulations, resolution

will not be required of a General Meeting of Holders of Classes ofwill not be required of a General Meeting of Holders of Classes ofShares of which membership consists of Preferred Shareholders

Shares of which membership consists of Preferred Shareholders

holding Each Class 6 Preferred Shares or of which membership

holding the First Series of Class 7 Preferred Shares.

consists of Preferred Shareholders holding Each Class 7 Preferred
Shares.

11

Proposal No. 3: Partial Amendments to the Articles of Incorporation (2)1. Reason for proposal
To clarify the content of each type of stock subject to interim dividends, the Company proposes
amendments to regulations in the Articles of Incorporation regarding sections concerned with Class 3
Preferred Shares and the First Series of Class 7 Preferred Shares in Proposal No. 4. In line with thechanges to the Articles of Incorporation, the content of Class 3 Preferred Shares and the First Series ofClass 7 Preferred Shares issued by the Company will be preemptively defined within the Articles ofIncorporation (Proposal 2 to amend the Articles of Incorporation: Article 14, Paragraph 1, Article 15,
Paragraph 1, Article 17 Paragraph 1 to Paragraph 4, and Paragraph 17-2).
2. Content of changes
Content of changes is as shown in Proposal 2 to Amend the Articles of Incorporation.
Amendments to the Articles of Incorporation in this proposal will become effective assuming that theamendments in Proposal 1 to amend the Articles of Incorporation take effect, that this proposal isapproved as originally proposed at the General Meeting of Holders of Classes of Shares for Ordinary
Shareholders, and that approval is received from all Preferred Shareholders holding Class 3 Preferred
Shares and Preferred Shareholders holding the First Series of Class 7 Preferred Shares.
(Underlines indicate changed sections.)
Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporation

CHAPTER III. PREFERRED SHARESCHAPTER III. PREFERRED SHARES(Preferred Dividends)(Preferred Dividends)

Article 14

Article 14

The Company shall distribute cash dividends from surplus on

The Company shall distribute cash dividends from surplus on

Preferred Shares (hereinafter referred to as the “PreferredPreferred Shares (hereinafter referred to as the “Preferred

Dividends”) in such respective amount as prescribed below to the

Dividends”) in such respective amount as prescribed below to theholders of Preferred Shares (hereinafter referred to as theholders of Preferred Shares (hereinafter referred to as the“Preferred Shareholders”) or registered share pledgees who hold“Preferred Shareholders”) or registered share pledgees who holdpledges over Preferred Shares (hereinafter referred to as thepledges over Preferred Shares (hereinafter referred to as the“Registered Preferred Share Pledgees”), when distributing“Registered Preferred Share Pledgees”), when distributing

year-end dividends as stipulated in Article 50, with priority overyear-end dividends as stipulated in Article 50, with priority overthe holders of Ordinary Shares (hereinafter referred to as thethe holders of Ordinary Shares (hereinafter referred to as the“Ordinary Shareholders”) or registered share pledgees who hold“Ordinary Shareholders”) or registered share pledgees who holdpledges over Ordinary Shares (hereinafter referred to as thepledges over Ordinary Shares (hereinafter referred to as the“Registered Ordinary Share Pledgees”).

“Registered Ordinary Share Pledgees”).

Class 3 Preferred Shares and the First Series of Class 7 Preferred

Class 3 Preferred Shares:

Shares:

70 yen per share. However, concerning preferred dividends withAn amount per share equal to multiplying the paid-in amountan effective date of March 31, 2014, payment shall not be made,upon issuance by a dividend ratio determined by a method definedand for preferred dividends with an effective date of March 31,

prior to issuance via resolution of the Board of Directors.

2015, payment of 70.7 yen per share shall be made.

However, the dividend ratio shall have an upper limit of 10% if a
fixed dividend ratio, or 5% in excess of LIBOR, TIBOR, swap
rates, or other generally accepted indices used in the issuance of
securities if a variable dividend ratio.
The First Series of Class 7 Preferred Shares:
30 yen per share. However, concerning preferred dividends with
an effective date of March 31, 2016, payment of 29.51 yen per
share shall be made.
(2)(Omitted)(2)(Unchanged)(3)(Omitted)(3)(Unchanged)(Distribution of Residual Assets)(Distribution of Residual Assets)

12

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation
Article 15

Proposal 2 to Amend the Articles of Incorporation

If the Company distributes its residual assets in cash upon

Article 15

If the Company distributes its residual assets in cash uponliquidation, the Company shall pay cash to the Preferredliquidation, the Company shall pay cash to the Preferred

Shareholders or Registered Preferred Share Pledgees with priority

Shareholders or Registered Preferred Share Pledgees with priority

over the Ordinary Shareholders or Registered Ordinary Shareover the Ordinary Shareholders or Registered Ordinary Share

Pledgees in such respective amount as prescribed below:

Pledgees in such respective amount as prescribed below:

Class 3 Preferred Shares and the First Series of Class 7 Preferred

Class 3 Preferred Shares: 2,000 yen per share

Shares:The First Series of Class 7 Preferred Shares: 1,000 yen per share

An amount per share equal to an amount defined prior to issuancevia resolution of the Board of Directors in consideration of thepaid-in amount upon issuance.
(2)(Omitted)(2)

13(Unchanged)

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporation(Acquisition of Preferred Shares with Cash Compensation)
Article 17(Acquisition of Preferred Shares with Cash Compensation)

In the event that circumstances are met that are defined via

Article 17

On a date on or after March 28, 2019 as of a date determined via

resolution of the Board of Directors prior to the issuance of Class

resolution of the Board of Directors subsequent to the issuance of

3 Preferred Shares, the Company may, upon a date separately

Class 3 Preferred Shares (hereinafter the “Class 3 Preferred Shares

determined by the Board of Directors, and within the limits ofAcquisition Date”), the Company may acquire all or a part of thelaws and regulations, acquire all or part of the Class 3 Preferred

Class 3 Preferred Shares in exchange for cash in the amount of the

Shares. In this case, in exchange for acquisition of the Class 3

sum of 2,000 yen per share of Class 3 Preferred Shares and thePreferred Shares, the Company shall provide as compensation a

pro-rated amount (for amounts less than one yen, calculated to

cash amount per Class 3 Preferred Share determined via resolution

three decimal places, and then rounded to the nearest whole yen)of the Board of Directors in advance of the issuance of Class 3

of Preferred Dividends from the first date (including the same

Preferred Shares, in consideration of the paid-in amount for theday) of the fiscal year in which the Class 3 Preferred SharesClass 3 Preferred Shares.

Acquisition Date falls until the day prior (including the same day)to the Class 3 Preferred Shares Acquisition Date.

(2)

In the event that circumstances are met that are defined via(2)

On a date on or after July 1, 2022 as of a date determined via

resolution of the Board of Directors prior to the issuance of theresolution of the Board of Directors subsequent to the issuance ofFirst Series of Class 7 Preferred Shares, the Company may, upon a

the First Series of Class 7 Preferred Shares (hereinafter the “First

date separately determined by the Board of Directors, and within

Series of Class 7 Preferred Shares Acquisition Date”), thethe limits of laws and regulations, acquire all or part of the First

Company may, within the limits of laws and regulations, acquire

Series of Class 7 Preferred Shares. In this case, in exchange forall or a part of the First Series of Class 7 Preferred Shares fromacquisition of the First Series of Class 7 Preferred Shares, thePreferred Shareholders holding the First Series of Class 7

Company shall provide as compensation a cash amount per thePreferred Shares and Registered Preferred Share Pledgees holding

First Series of Class 7 Preferred Share determined via resolution

the First Series of Class 7 Preferred Shares. However, the Boardof the Board of Directors in advance of the issuance of the Firstof Directors may define the First Series of Class 7 Shares

Series of Class 7 Preferred Shares, in consideration of the paid-in

Acquisition Date only in the event that the closing price is below

amount for the First Series of Class 7 Preferred Shares.

the minimum acquisition price on all ten (10) consecutive trading
days prior to the Board of Directors meeting (including the day ofthe meeting). In this case, in exchange for acquisition of the First
Series of Class 7 Preferred Shares, the Company shall provide ascompensation to Preferred Shareholders of the First Series ofClass 7 Preferred Shares property defined in Paragraph 3 of this
Article.

(Newly established)(3)

In exchange for acquisition of the First Series of Class 7 Preferred
Shares, the Company shall pay cash in the amount of the sum of
1,000 yen per share of First Series of Class 7 Preferred Shares andthe pro-rated amount (for amounts less than one yen, calculated tothree decimal places, and then rounded to the nearest whole yen)of Preferred Dividends from the first date (including the sameday) of the fiscal year in which the First Series of Class 7
Preferred Shares Acquisition Date falls until the day prior(including the same day) to the First Series of Class 7 Preferred
Shares Acquisition Date.

(3)(Omitted)(4)(As stated in Article 17, Paragraph 3 of the current Articles ofIncorporation)

14

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporation(Acquisition of Preferred Shares with Ordinary Shares Compensation)(Acquisition of Preferred Shares with Ordinary Shares Compensation)

Article 17-2 On a day determined via resolution of the Board of Directors in

Article 17-2 On March 31, 2025 (hereinafter the “Collective Acquisition

advance of the issuance of First Series of Class 7 Preferred Shares,Date”), the Company shall acquire all of First Series of Class 7

the Company shall acquire all of First Series of Class 7 PreferredPreferred Shares. In this case, as compensation for acquisition of

Shares. In this case, as compensation for acquisition of First SeriesFirst Series of Class 7 Preferred Share, the Company will provideof Class 7 Preferred Share, the Company will provide toward eachtoward each Preferred Shareholder holding First Series of Class 7

Preferred Shareholder holding First Series of Class 7 PreferredPreferred Shares ordinary shares in the amount of the number of

Shares ordinary shares in the amount of the number of First SeriesFirst Series of Class 7 Preferred Shares multiplied by the paid-inof Class 7 Preferred Shares multiplied by the paid-in amount peramount per share for First Series of Class 7 Preferred Sharesshare for First Series of Class 7 Preferred Shares subtracted by thesubtracted by the market value of ordinary shares defined inmarket value of ordinary shares of the Company, and the details

Paragraph 2 of this Article (hereinafter the “Collective Acquisition

will be decided in advance of the issuance of First Series of Class

Price”). In the event that the number of shares to be provided in

7 Preferred Shares via resolution of the Board of Directors. The

exchange for acquisition of First Series of Class 7 Preferred

Company may define calculation methods to determine theShares has amounts of less than one, they shall be dealt with inminimum and maximum amounts of ordinary shares that are to beaccordance with Article 234 of the Companies Act.

issued. In the event that the number of shares to be provided in
exchange for acquisition of First Series of Class 7 Preferred
Shares has amounts of less than one, they shall be dealt with inaccordance with Article 234 of the Companies Act.
(Newly established)(2)

Collective Acquisition Price
The Collective Acquisition Price shall be an amount equal to theaverage price (calculated to the first decimal place, and rounded
down to the closest yen) of the closing price under ordinarytransactions (hereinafter the “Closing Price”) of the Company’s
ordinary shares on the Tokyo Stock Exchange, Inc. for the thirty(30) consecutive trading days (excluding days where the closing
price is not calculated) beginning on the forty-fifth (45th) trading
day prior to the Collective Acquisition Date. However, if as aresult of the calculation, the Collective Acquisition Price is lower
than the minimum acquisition price (The product of the closing
price on March 23, 2015 and 0.8 (calculated to the first decimal
place, and rounded down to the closest yen), and if the amount islower than 421 yen, set to be 421 yen), the Collective Acquisition
Price shall be the minimum acquisition price (however, subject toadjustments under Paragraph 3 of this Article).

(Newly established)(3)

Adjustment of Minimum Acquisition Pricea.

If after issuance of the First Series of Class 7 Preferred Shares,
any of the following items apply, the minimum acquisition priceshall be adjusted (hereinafter the “Adjusted Minimum Acquisition
Price”) based on the formula (hereinafter the “Minimum
Acquisition Price Adjustment Formula”) below. Calculation of the
Minimum Acquisition Price Adjustment Formula shall be made to
the first decimal place, and rounding down to the closest yen.
Number ofProvided
Ordinary
SharesMinimum
Acquisition
Price After
Adjustment

15=

Minimum
Acquisition
Price Before
Adjustment

X

X

Paid-inAmount per
Share+
Number ofIssuedMarket Value
Ordinary
SharesNumber of Issued Ordinary Shares + Number of Provided
Ordinary Shares

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporation(A)

Cases where paid-in amounts lower than the market value(defined in c. below, the same applies hereinafter) used in the
Minimum Acquisition Price Adjustment Formula are used to issue
ordinary shares or dispose of ordinary shares of treasury shares(including cases of gratis allotment.) (However, this excludes thecase where shares, share acquisition rights (includes thoseincluded with bonds with attached share acquisition rights; thesame applies in Item 3 of this Article), or other securities withacquisition request rights for ordinary shares of the Company(hereinafter “Shares, etc., with Acquisition Request Rights”), or
shares with acquisition conditions, share acquisition rights withacquisition conditions, or other securities that can be acquired by
the Company in exchange for provision of ordinary shares of theCompany (hereinafter “Shares, etc., with Acquisition Conditions”)
are acquired or exercised, and ordinary shares are issued inreturn.)The Adjusted Minimum Acquisition Price shall be applied on a
day after the day following the paid-in date (if a paid-in deadline
is defined, the final day of the deadline; the same applies
hereinafter) (for gratis allotment, the effective date), or if there is adate to provide rights to shareholders to receive allotment of ashare offering or a record date for gratis allotment, a datefollowing the date after that date.

(B)

Cases for a share split
The Adjusted Minimum Acquisition Price shall be calculated via
application of the Minimum Acquisition Price Adjustment
Formula assuming that the increased number of ordinary shares(excluding ordinary shares of treasury shares held by theCompany that will increase on the record date) to be allotted on
the record date due to a share split have been provided, andapplied on a date following that record date.

(C)

Cases where amounts lower than the market value used in the
Minimum Acquisition Price Adjustment Formula (defined in d.
below; the same applies to this (C), (D), (E) and c. (D) are used toissue Shares, etc., with Acquisition Rights that can request
provision of ordinary shares of the Company (including cases ofgratis allotment)
The Adjusted Minimum Acquisition Price shall be calculated via
application of the Minimum Acquisition Price Adjustment
Formula assuming that all Shares, etc., with Acquisition Request
Rights were acquired or exercised under the initial conditions on
the paid-in date of the Shares, etc., with Acquisition Request
Rights (for share acquisition rights, the allotment date) (for gratis
allotment, the effective date) or the record date, if such a dateexists, for granting to shareholders rights to receive allotment of
Shares, etc., with Acquisition Request Rights or granting gratis
allotment, and shall be applied on a date following the following
date, or on a date following the day following the record date.

16

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporation
Regardless of the above, in the case where the price has not been
determined on the above date that ordinary shares are to beprovided, and Shares, etc., with Acquisition Request Rights with aprice to be determined at a certain later date (hereinafter the “Price
Determination Date”) have been issued, and the determined priceis lower than the market value used in the Minimum Acquisition
Price Adjustment Formula, the Adjusted Minimum Acquisition
Price shall be calculated by applying the Minimum Acquisition
Price Adjustment Formula assuming that all remaining Shares,
etc., with Acquisition Request Rights on the Price Determination
Date have been acquired or exercised under the conditions
determined on the Price Determination Date and that ordinary
shares have been provided, and shall be applied on a datefollowing the day following the Price Determination Date.
(D)

Cases for Shares, etc., with Acquisition Request Rights that haveconditions allowing for revision of price on a date following theissue date (excluding adjustments to prevent dilution similar tothis a. and b. below) and the price following revision (hereinafter
the “Revised Price”) on the day that revision is to be made(hereinafter the “Revision Date”) is an amount lower than themarket value used in the Minimum Acquisition Price Adjustment
FormulaThe Adjusted Minimum Acquisition Price shall be calculated via
application of the Minimum Acquisition Price Adjustment
Formula assuming that all remaining Shares, etc., with Acquisition
Request Rights that remain on the Revision Date have beenacquired or exercised at the Revised Price and ordinary shares
have been provided, and shall be applied on a date following the
day following the Revision Date.

(E)

Cases where ordinary shares are provided at amounts lower thanthe market value used in the Minimum Acquisition Price
Adjustment Formula in exchange for acquisition of Shares, etc.,with Acquisition Conditions
The Adjusted Minimum Acquisition Price shall be applied on a
day following the day following the acquisition date.
However, if the acquisition price for Shares, etc., with Acquisition
Conditions have already been adjusted according to (C) or (D)above, the Adjusted Minimum Acquisition Price, only in cases
where the Number of Fully Diluted Ordinary Shares (defined in e.
below) after the provision of ordinary shares in exchange for theacquisition is higher than the number of issued shares directlyprior to the acquisition, shall be calculated by application of the
Minimum Acquisition Price Adjustment Formula assuming thatthe number of ordinary shares in excess were provided, and if thenumber is lower than the number of issued shares directly prior to
the acquisition, adjustments under this (E) shall not be made.

(F)

Cases for reverse stock splits
The Adjusted Minimum Acquisition Price shall be calculated via
application of the Minimum Acquisition Price Adjustment
Formula, displaying the number of decreased ordinary shares(excluding ordinary shares of treasury shares held by theCompany that will decrease on the effective date) after theeffective date of the reverse stock split as negative numbers andassuming them to be within the number of provided shares, andapplying the resulting figure.

17

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporationb.

Aside from cases outlined in a.(A) to (F) above, in cases where
adjustment to the Minimum Acquisition Price is required due tomergers, company splits, share exchanges, or share transfers, etc.,
the Board of Directors shall modify the Minimum Acquisition
Price to an appropriate figure.

c. (A)The “Market Value” used in the Minimum Acquisition Price
Adjustment Formula shall be an amount equal to the average price(calculated to the first decimal place, and rounded down to theclosest yen) of the daily Closing Price for the thirty (30)consecutive trading days (excluding days where the closing priceis not calculated) beginning on the forty-fifth (45th) trading dayprior to the application of the Adjusted Minimum Acquisition
Price. Furthermore, if during the above thirty (30) consecutive
trading days, a reason to adjust the acquisition prices arises, theAdjusted Minimum Acquisition Price shall be adjusted subject toParagraph 3 of this Article.

(B)

The “Minimum Acquisition Price Before Adjustment” used in the
Minimum Acquisition Price Adjustment Formula shall be a valid
Minimum Acquisition Price on the date prior to the date ofapplication of the Adjusted Minimum Acquisition Price.

(C)

The “Number of Issued Ordinary Shares” used in the Minimum
Acquisition Price Adjustment Formula shall be, if there exists a
record date, that date (excluding ordinary shares assumed to havebeen provided on the record date based on a. (A) to (C) above),and if a record date does not exist, the sum of the number ofissued shares of the Company (excluding ordinary shares oftreasury shares) and the number of ordinary shares deemed to be“Provided Ordinary Shares” before the acquisition priceadjustment based on a. and b. above that have not yet been
provided as of the day prior to one month prior to application of
the Adjusted Minimum Acquisition Price.

(D)

The “Paid-in Amount per Share” used in the Minimum
Acquisition Price Adjustment Formula, in the case of a. (A)above, is the paid-in amount (0 yen for gratis allotment), in thecase of a. (B) and (F) above is 0 yen, and in the case of a. (C) to(E) above is the price (however, for (D), the Adjusted Price).

d.

The “Price” as stated in a. (C) to (E) above and c. (D) above refers
to the amount paid-in for issuance of Shares, etc., with Acquisition
Request Rights or Shares, etc., with Acquisition Conditions (forshare acquisition rights, the price of property to be funded upon
exercise is added), minus the price of property other than ordinary
shares that will be provided to the holder of the Shares, etc., withAcquisition Request Rights or Shares, etc., with Acquisition
Conditions upon acquisition or exercise, and then divided by the
number of ordinary shares that will be provided upon acquisition
or exercise.

e.

The “Number of Fully Diluted Ordinary Shares” as stated in a. (E)above is the number of issued ordinary shares on the date ofapplication of the Adjusted Minimum Acquisition Price, minus
ordinary shares associated with Shares, etc., with Acquisition
Conditions that have not yet been provided and are included in thenumber of issued ordinary shares pursuant to c. (C) above, andadding the number of ordinary shares that are to be provided via
acquisition of the Shares, etc., with Acquisition Conditions.

18

Amended Articles of Incorporation Resulting from Proposal 1 to Amend the
Articles of Incorporation

Proposal 2 to Amend the Articles of Incorporationf.

In a. (A) to (C) above, in the case where a record date for various
actions are defined, and these actions have as a termination
condition the approval and resolution for a certain Item of aGeneral Meeting of Shareholders of the Company to be held on adate on or after the record date, regardless of the regulations in a.
(A) to (C) above, the Adjusted Minimum Acquisition Price shallbe applied on a date following the date following the close of theGeneral Meeting of Shareholders at which the approval andresolution was made.

g.

In the case that the difference between the Adjusted Minimum
Acquisition Price calculated by the Acquisition Price Adjustment
Formula before application of the second sentence of a. above andthe Acquisition Price Before Adjustment is less than one (1) yen,no adjustment shall be made. However, if any event occurs
thereafter that would require adjustment to the Minimum
Acquisition Price and the Minimum Acquisition Price requires
calculation, an amount after subtraction of this difference from theAcquisition Price Before Adjustment (however, calculated to two
decimal places, and rounded down to the closest yen) shall be
used in lieu of the Acquisition Price Before Adjustment during
adjustment of the Minimum Acquisition Price.

19

Proposal No. 4: Partial Amendments to the Articles of Incorporation (3)1. Reason for proposal
To clarify the content of each type of stock subject to interim dividends, the Company proposes
amendments to regulations in the Articles of Incorporation regarding sections concerned with Class 3
Preferred Shares and the First Series of Class 7 Preferred Shares (Proposal 3 to amend the Articles ofIncorporation: Article 14, Paragraph 1, Article 14-2, Article 16, Article 17, Paragraph 1 and Paragraph 3,
Article 19, and Article 20)
2. Content of changes
Content of changes is as shown in Proposal 3 to Amend the Articles of Incorporation.
Amendments to the Articles of Incorporation in this proposal will become effective assuming that theamendments in Proposal 2 to amend the Articles of Incorporation take effect, that this proposal isapproved as originally proposed at the General Meeting of Holders of Classes of Shares for Ordinary
Shareholders, and that approval is received from all Preferred Shareholders holding Class 3 Preferred
Shares and Preferred Shareholders holding the First Series of Class 7 Preferred Shares.
(Underlines indicate changed sections.)
Amended Articles of Incorporation Resulting from Proposal 2 to Amend the
Articles of Incorporation

Proposal 3 to Amend the Articles of Incorporation

CHAPTER III. PREFERRED SHARESCHAPTER III. PREFERRED SHARES(Preferred Dividends)(Preferred Dividends)

Article 14

Article 14

The Company shall distribute cash dividends from surplus on

The Company shall distribute cash dividends from surplus on

Preferred Shares (hereinafter referred to as the “PreferredPreferred Shares (hereinafter referred to as the “Preferred

Dividends”) in such respective amount as prescribed below to the

Dividends”) in such respective amount as prescribed below to theholders of Preferred Shares (hereinafter referred to as theholders of Preferred Shares (hereinafter referred to as the“Preferred Shareholders”) or registered share pledgees who hold“Preferred Shareholders”) or registered share pledgees who holdpledges over Preferred Shares (hereinafter referred to as thepledges over Preferred Shares (hereinafter referred to as the“Registered Preferred Share Pledgees”), when distributing“Registered Preferred Share Pledgees”), when distributing

year-end dividends as stipulated in Article 50, with priority overyear-end dividends as stipulated in Article 50, with priority overthe holders of Ordinary Shares (hereinafter referred to as thethe holders of Ordinary Shares (hereinafter referred to as the“Ordinary Shareholders”) or registered share pledgees who hold“Ordinary Shareholders”) or registered share pledgees who holdpledges over Ordinary Shares (hereinafter referred to as thepledges over Ordinary Shares (hereinafter referred to as the“Registered Ordinary Share Pledgees”).

“Registered Ordinary Share Pledgees”). However, if preferredinterim dividends as defined in Article 14-2 are paid out during
the fiscal year, the amount will be after subtraction of this amount.

Class 3 Preferred Shares:

Class 3 Preferred Shares:

70 yen per share. However, concerning preferred dividends with70 yen per share. However, concerning preferred dividends with

an effective date of March 31, 2014, payment shall not be made,an effective date of March 31, 2014, payment shall not be made,and for preferred dividends with an effective date of March 31,

and for preferred dividends with an effective date of March 31,

2015, payment of 70.7 yen per share shall be made.

2015, payment of 70.7 yen per share shall be made.

The First Series of Class 7 Preferred Shares:

The First Series of Class 7 Preferred Shares:

30 yen per share. However, concerning preferred dividends with

30 yen per share. However, concerning preferred dividends with

an effective date of March 31, 2016, payment of 29.51 yen peran effective date of March 31, 2016, payment of 29.51 yen per

share shall be made.

share shall be made.

(2)(Omitted)(2)(Unchanged)(3)(Omitted)(3)(Unchanged)(Newly established)(Preferred Interim Dividends)
Article 14-2 In the event of payment of Interim Dividends provided for in
Article 51 (hereinafter the “Preferred Interim Dividends”), theCompany shall make a cash distribution from surplus in suchrespective amount as prescribed below for each class of Preferred
Shares to the Preferred Shareholders or Registered Preferred Share
Pledgees with priority over the Ordinary Shareholders orRegistered Ordinary Share Pledgees.
Class 3 Preferred Shares:

35 yen per shareFirst Series of Class 7 Preferred Shares:

15 yen per share.

However, for Preferred Interim Dividends with a record date of
September 30, 2015, the amount shall be 14.51 yen per share.

20

Amended Articles of Incorporation Resulting from Proposal 2 to Amend the
Articles of Incorporation

Proposal 3 to Amend the Articles of Incorporation(Voting Rights for Preferred Shares)(Voting Rights for Preferred Shares)

Article 16

Article 16

Unless otherwise provided for by laws and regulations, theUnless otherwise provided for by laws and regulations, thePreferred Shareholders shall not have voting rights at any general

Preferred Shareholders shall not have voting rights at any general

meeting of shareholders; provided, however, that the Preferredmeeting of shareholders; provided, however, that the Preferred

Shareholders, excluding Preferred Shareholders that hold the First

Shareholders, excluding Preferred Shareholders that hold the First

Series of Class 7 Preferred Shares, shall have voting rights from

Series of Class 7 Preferred Shares, shall have voting rights from(i) the commencement of an ordinary general meeting of(i) the commencement of an ordinary general meeting ofshareholders in the event that no proposal for declaration of theshareholders in the event that no proposal for declaration of thePreferred Dividends be paid to the Preferred Shareholders isfull amount (if Preferred Interim Dividends are paid, then thissubmitted to such ordinary general meeting of shareholders or (ii)amount is eliminated) of Preferred Dividends be paid to thethe close of an ordinary general meeting of shareholders in the

Preferred Shareholders is submitted to such ordinary general

event that such proposal is rejected at such ordinary general

meeting of shareholders or (ii) the close of an ordinary general

meeting of shareholders, until, in either case, a proposal for

meeting of shareholders in the event that such proposal to pay the

declaration of the Preferred Dividends be paid to the Preferredfull amount (if Preferred Interim Dividends are paid, then thisShareholders is approved at an ordinary general meeting ofamount is eliminated) of Preferred Dividends is rejected at suchshareholders.

ordinary general meeting of shareholders, until, in either case, aproposal for declaration of the full amount (if Preferred Interim
Dividends are paid, then this amount is eliminated) of Preferred
Dividends be paid to the Preferred Shareholders is approved at an
ordinary general meeting of shareholders.

(Acquisition of Preferred Shares with Cash Compensation)(Acquisition of Preferred Shares with Cash Compensation)

Article 17

Article 17

On a date on or after March 28, 2019 as of a date determined via

On a date on or after March 28, 2019 as of a date determined via

resolution of the Board of Directors subsequent to the issuance ofresolution of the Board of Directors subsequent to the issuance ofClass 3 Preferred Shares (hereinafter the “Class 3 Preferred SharesClass 3 Preferred Shares (hereinafter the “Class 3 Preferred Shares

Acquisition Date”), the Company may acquire all or a part of theAcquisition Date”), the Company may acquire all or a part of theClass 3 Preferred Shares in exchange for cash in the amount of theClass 3 Preferred Shares in exchange for cash in the amount of thesum of 2,000 yen per share of Class 3 Preferred Shares and thesum of 2,000 yen per share of Class 3 Preferred Shares and the

pro-rated amount (for amounts less than one yen, calculated to

pro-rated amount (for amounts less than one yen, calculated tothree decimal places, and then rounded to the nearest whole yen)

three decimal places, and then rounded to the nearest whole yen)of Preferred Dividends from the first date (including the same

(however, if Preferred Interim Dividends are paid out to Preferredday) of the fiscal year in which the Class 3 Preferred Shares

Shareholders holding Class 3 Preferred Shares or Registered

Acquisition Date falls until the day prior (including the same day)Preferred Share Pledgees holding Class 3 Preferred Shares during

to the Class 3 Preferred Shares Acquisition Date.

the fiscal year in which the Class 3 Preferred Shares Acquisition
Date falls, then this amount is eliminated) of Preferred Dividends
from the first date (including the same day) of the fiscal year inwhich the Class 3 Preferred Shares Acquisition Date falls until the
day prior (including the same day) to the Class 3 Preferred Shares
Acquisition Date.

(2)
(3)

(Omitted)(2)

In exchange for acquisition of the First Series of Class 7 Preferred(3)(Unchanged)
In exchange for acquisition of the First Series of Class 7 Preferred

Shares, the Company shall pay cash in the amount of the sum of

Shares, the Company shall pay cash in the amount of the sum of

1,000 yen per share of First Series of Class 7 Preferred Shares and

1,000 yen per share of First Series of Class 7 Preferred Shares andthe pro-rated amount (for amounts less than one yen, calculated tothe pro-rated amount (for amounts less than one yen, calculated tothree decimal places, and then rounded to the nearest whole yen)

three decimal places, and then rounded to the nearest whole yen)of Preferred Dividends from the first date (including the same

(however, if Preferred Interim Dividends are paid out to Preferredday) of the fiscal year in which the First Series of Class 7

Shareholders holding the First Series of Class 7 Preferred Shares

Preferred Shares Acquisition Date falls until the day prioror Registered Preferred Share Pledgees holding the First Series of(including the same day) to the First Series of Class 7 Preferred

Class 7 Preferred Shares during the fiscal year in which the First

Shares Acquisition Date.

Series of Class 7 Preferred Shares Acquisition Date falls, then thisamount is eliminated) of Preferred Dividends from the first date(including the same day) of the fiscal year in which the First
Series of Class 7 Preferred Shares Acquisition Date falls until the
day prior (including the same day) to the First Series of Class 7
Preferred Shares Acquisition Date.

(4)(Omitted)(4)

21(Unchanged)

Amended Articles of Incorporation Resulting from Proposal 2 to Amend the
Articles of Incorporation

Proposal 3 to Amend the Articles of Incorporation(Order of Priority)(Order of Priority)

Article 19

Article 19

All classes of Preferred Shares shall rank pari passu with eachother in respect of the payment of Preferred Dividends and the

All classes of Preferred Shares shall rank pari passu with eachother in respect of the payment of Preferred Dividends anddistribution of residual assets.

Preferred Interim Dividends and the distribution of residual assets.

(Prescription Period for Preferred Dividends)(Prescription Period for Preferred Dividends)

Article 20

Article 20

The provisions set forth in Article 52 shall apply mutatis mutandis
to the payment of Preferred Dividends.

The provisions set forth in Article 52 shall apply mutatis mutandis
to the payment of Preferred Dividends and Preferred Interim
Dividends.

22

Proposal No. 5: Election of Twelve (12) Directors
The terms of office of all eleven (11) Directors: Hirohisa Fujita, Kazuyuki Kataoka, Hiroshi Kubota, Jiro
Tsuji, Akira Tahara, Atsushi Ukawa, Motoshi Inoue, Hirotsugu Maekawa, Hiro Maeno, Koji Miyata andKazuo Hiramatsu will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, to further improve the transparency, trustworthiness, and diversity of management and tofurther strengthen corporate governance with the intent of improving corporate value, the Company proposes
the addition of one (1) Outside Director, and the election of twelve (12) Directors is proposed.
The candidates are as follows:
Number andName
Past experienceclass of theNo.
(Date of birth)Company’s(Positions, responsibilities, and significant concurrent positions)shares held
Apr.
1976 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)May
1998 General Manager, System Division, the Bank of Ikeda, Ltd.
May
2000 Executive Officer, the Bank of Ikeda, Ltd.
Jun.
2003 Director, the Bank of Ikeda, Ltd.
Jun.
2005 Managing Director, the Bank of Ikeda, Ltd.
OrdinarysharesOct.
2009 Director, the Company
Hirohisa Fujita
1
May
2010 Managing Director, the Senshu Ikeda Bank, Ltd.
(Nov. 1, 1952)
25,382
Jun.
2011 Senior Managing Director, the Senshu Ikeda Bank, Ltd.
sharesJun.
2012 Representative Director and President, the Company(current position)
Jun.
2012 Representative Director and President, the Senshu Ikeda
Bank, Ltd. (current position)(significant concurrent positions)Representative Director and President, the Senshu Ikeda Bank, Ltd.
Apr.
1976 Joined the Sanwa Bank, Ltd. (currently the Bank ofTokyo-Mitsubishi UFJ, Ltd.)May
2004 General Manager (attached to division), Corporate Division(Osaka), UFJ Bank Limited (currently the Bank ofTokyo-Mitsubishi UFJ, Ltd.)
Sep.
2004 Executive Officer, UFJ Bank LimitedJun.
2005 Executive Officer, UFJ Central Leasing Co., Ltd. (currently
Mitsubishi UFJ Lease & Finance Company Limited)Jun.
2006 Managing Executive Officer, UFJ Central Leasing Co., Ltd.
Jun.
2009 Adviser, the Senshu Bank, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)
OrdinaryJun.
2009 Senior Managing Director, Senior Managing Executive
sharesKazuyuki Kataoka
Officer, the Senshu Bank, Ltd.
2
14,560(May 19, 1952)
Oct.
2009 Director, the Company
sharesMay
2010 Senior Managing Director, the Senshu Ikeda Bank, Ltd.
Jun.
2012 Representative Director and Chairman, the Company
Jun.
2012 Representative Director and Chairman, the Senshu Ikeda
Bank, Ltd.
Apr.
2015 Representative Director and Chairman in charge of General
Risk Management Division, the Company (current position)
Apr.
2015 Representative Director and Chairman in charge of Risk
Management Division, the Senshu Ikeda Bank, Ltd. (current
position)(significant concurrent positions)Representative Director and Chairman, the Senshu Ikeda Bank, Ltd.

23

No.

Name
(Date of birth)

Past experience(Positions, responsibilities, and significant concurrent positions)
Apr.

3

Hiroshi Kubota(Aug. 3, 1953)

4

Jiro Tsuji(Dec. 18, 1954)

1977 Joined the Sanwa Bank, Ltd. (currently the Bank ofTokyo-Mitsubishi UFJ, Ltd.)
Jan.
2004 Joined Asia Securities Printing Co., Ltd. (currently
PRONEXUS INC.)
Oct.
2004 General Manager, Osaka Branch, Asia Securities Printing
Co., Ltd.
Jun.
2005 Director, General Manager, Osaka Branch, Asia Securities
Printing Co., Ltd.
Jun.
2008 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)Managing Executive Officer, the Bank of Ikeda, Ltd.
Oct.
2009 Executive Officer, the Company
May2010 Director, the Senshu Ikeda Bank, Ltd.
Jun.
2011 Managing Director, the Senshu Ikeda Bank, Ltd.
Jun.
2012 Director, the Company
Jun.
2014 Representative Director, the Company (current position)
Jun.
2014 Representative Senior Managing Director, the Senshu Ikeda
Bank, Ltd.
Apr.
2015 Representative Senior Managing Director, General
Manager, Private Banking Headquarters, the Senshu Ikeda
Bank, Ltd.
(significant concurrent positions)Representative Senior Managing Director, the Senshu Ikeda Bank, Ltd.
Apr.
1978 Joined the Senshu Bank, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)Jan.
2007 General Manager, Business Development Division; andGeneral Manager, Direct Planning Office, the Senshu Bank,
Ltd.
Jun.
2008 Executive Officer, the Senshu Bank, Ltd.
May
2010 Director, the Senshu Ikeda Bank, Ltd.
Jun.
2011 Managing Executive Officer, the Senshu Ikeda Bank, Ltd.
Jun.
2013 Director, the Company
Jun.
2013 Managing Director, the Senshu Ikeda Bank, Ltd.
Jun.
2014 Representative Director, the Company
Jun.
2014 Representative Senior Managing Director, the Senshu Ikeda
Bank, Ltd.
Apr.
2015 Representative Director in charge of Internal Audit Division,
the Company (current position)
Apr.
2015 Representative Senior Managing Director in charge ofInternal Audit Division, the Senshu Ikeda Bank, Ltd.
(current position)(significant concurrent positions)Representative Senior Managing Director, the Senshu Ikeda Bank, Ltd.

24

Number andclass of theCompany’s
shares held

Ordinaryshares
19,140sharesOrdinaryshares13,809sharesNo.

Name(Date of birth)

Past experience(Positions, responsibilities, and significant concurrent positions)Apr.

5

Akira Tahara(Sep. 22, 1956)

6

Atsushi Ukawa(Jul. 19, 1956)

7

Motoshi Inoue(May 31, 1960)

1979 Joined the Sanwa Bank, Ltd. (currently the Bank ofTokyo-Mitsubishi UFJ, Ltd.)May
2009 Joined the Senshu Bank, Ltd. (currently the Senshu Ikeda Bank,
Ltd.)
General Manager, Management Planning Division, the Senshu
Bank, Ltd.
Oct.
2009 General Manager, Corporate Planning Division, theCompany
May
2010 Executive Officer, the Company
May2010 Director, the Senshu Ikeda Bank, Ltd.
Jun.
2012 Director, the Company
Jun.
2012 Managing Director, the Senshu Ikeda Bank, Ltd.
Apr.
2014 Managing Director in charge of Corporate Planning Division
and Tokyo Office, the Senshu Ikeda Bank, Ltd. (current
position)
Apr.
2015 Director in charge of Corporate Planning Division, theCompany (current position)(significant concurrent positions)Managing Director, the Senshu Ikeda Bank, Ltd.
Apr.
1980 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)
Aug.
2006 General Manager, Planning and Coordination Office, theBank of Ikeda, Ltd.
Nov.
2006 Executive Officer, the Bank of Ikeda, Ltd.
May
2010 Executive Officer, the Senshu Ikeda Bank, Ltd.
Jun.
2011 Director, the Senshu Ikeda Bank, Ltd.
Jun.
2012 Director, the Company
Jun.
2014 Managing Director, the Senshu Ikeda Bank, Ltd.
Apr.
2015 Director, Secretary and in charge of Personnel and General
Affairs Division, the Company (current position)
Apr.
2015 Managing Director, Secretary and in charge of Personnel
Affairs Division and General Affairs Division, the Senshu
Ikeda Bank, Ltd. (current position)(significant concurrent positions)Managing Director, the Senshu Ikeda Bank, Ltd.
Apr.
1983 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)
Nov.
2006 General Manager, Ashiya Branch, the Bank of Ikeda, Ltd.
Apr.
2008 Executive Officer, the Bank of Ikeda, Ltd.
May
2010 Executive Officer, the Senshu Ikeda Bank, Ltd.
Apr.
2013 Managing Executive Officer, the Senshu Ikeda Bank, Ltd.
Jun.
2014 Director, the Company (current position)
Jun.
2014 Managing Director, the Senshu Ikeda Bank, Ltd.
May2015 Managing Director, General Manager, CS Headquarters;
General Manager, Advanced Technology BusinessSupporting Headquarters; and General Manager, Relation
Promotion Division, the Senshu Ikeda Bank, Ltd. (current
position)(significant concurrent positions)Managing Director, the Senshu Ikeda Bank, Ltd.

25

Number andclass of theCompany’s
shares held

Ordinaryshares8,920
sharesOrdinaryshares
11,600sharesOrdinaryshares9,186
sharesNo.

Name(Date of birth)

Past experience(Positions, responsibilities, and significant concurrent positions)

Number andclass of theCompany’s
shares heldApr.

1981 Joined the Senshu Bank, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)
Oct.
2012 General Manager, Business Promotion Division, the Senshu
Ikeda Bank, Ltd.
Jun.
2013 Executive Officer, the Senshu Ikeda Bank, Ltd.
Jun.
2014 Director, the Company (current position)
Hirotsugu Maekawa
8
Jun.
2014 Director, the Senshu Ikeda Bank, Ltd.
(Sep. 15, 1958)
Apr.
2015 Director, Deputy General Manager, CS Headquarters;
General Manager, Osaka Central Area; and General
Manager, Osaka North Area, the Senshu Ikeda Bank, Ltd.
(current position)(significant concurrent positions)
Director, the Senshu Ikeda Bank, Ltd.
Apr.
1985 Joined the Senshu Bank, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)
Jun.
2012 General Manager, Risk Management Division, the Senshu
Ikeda Bank, Ltd.
Jun.
2012 General Manager, General Risk Management Division, theCompanyJun.
2013 Executive Officer, the Senshu Ikeda Bank, Ltd.
Jun.
2014 Director, the Company
Hiro Maeno
9
Jun.
2014 Director, the Senshu Ikeda Bank, Ltd.
(Jan. 30, 1962)
Apr.
2015 Director, General Manager, Personnel and General Affairs
Division, and Head, Secretary Office, the Company (current
position)
Apr.
2015 Director, General Manager, Personnel Affairs Division andHead, Secretary Office, General Affairs Division, the Senshu
Ikeda Bank, Ltd. (current position)(significant concurrent positions)
Director, the Senshu Ikeda Bank, Ltd.
Apr.
1986 Joined the Bank of Ikeda, Ltd. (currently the Senshu Ikeda
Bank, Ltd.)
Jun.
2012 General Manager, CS Headquarters and General Manager,
Asia and China Business Promotion Division, the Senshu
Ikeda Bank, Ltd.
Jun.
2013 Executive Officer, the Senshu Ikeda Bank, Ltd.
Apr.
2014 General Manager, Corporate Planning Division, theCompany
Koji Miyata
10
Jun.
2014 Director, the Company (current position)(Apr. 12, 1962)
Jun.
2014 Director, the Senshu Ikeda Bank, Ltd.
May2015 Director, General Manager, Asia and China Business
Headquarters; General Manager, Asia and China Business
Promotion Division; and in charge of Suzhou Representative
Office, the Senshu Ikeda Bank, Ltd. (current position)(significant concurrent positions)
Director, the Senshu Ikeda Bank, Ltd.

26

Ordinaryshares10,100sharesOrdinaryshares10,900sharesOrdinaryshares
6,100
shares

No.

Past experience(Positions, responsibilities, and significant concurrent positions)

Number andclass of theCompany’s
shares held

1962 Joined Keihanshin Electric Express Railway(changed its trade name into Hankyu Corporation on Apr. 1,
1973, Hankyu Holdings, Inc. on Apr. 1, 2005, and then
Hankyu Hanshin Holdings, Inc. on Oct. 1, 2006)
Jun.
1990 Director, Hankyu CorporationJun.
1992 Managing Director, Hankyu CorporationJun.
1995 Senior Managing Director, Hankyu CorporationJun.
1998 Senior Managing Director and Representative Director,
Hankyu CorporationJun.
1999 President and Representative Director, Hankyu Corporation
May
2003 Outside Audit & Supervisory Board Member, TOHO CO.,
LTD.
Jun.
2003 Chairman and Representative Director, Hankyu Corporation
Apr.
2004 Audit & Supervisory Board Member, TOKYORAKUTENCHI CO., LTD.
Apr.
2005 Adviser, Hankyu Corporation (current position)*Hankyu Corporation carried out a corporate split on Apr. 1,
2005, whereby Hankyu Corporation transferred its railway
business and all other businesses to Hankyu Railway
Business Succession Co., Ltd. (its trade name was changed
to Hankyu Corporation on Apr. 1, 2005), and changed its
trade name to Hankyu Holdings, Inc. at the same time.
*Hankyu Holdings, Inc. changed its trade name to Hankyu
Hanshin Holdings, Inc. on Oct. 1, 2006.
Apr.
2007 Outside Director, TOKYO RAKUTENCHI CO., LTD.
Jun.
2007 Outside Audit & Supervisory Board Member, the Bank of
Ikeda, Ltd. (currently the Senshu Ikeda Bank, Ltd.)May
2010 Outside Audit & Supervisory Board Member, the Senshu
Ikeda Bank, Ltd. (current position)(significant concurrent positions)
Outside Audit & Supervisory Board Member, the Senshu Ikeda Bank, Ltd.
Adviser, Hankyu Corporation

Ordinaryshares
13,710sharesName(Date of birth)
Apr.

11*

Taro Ohashi(Aug. 31, 1939)

27

No.

Past experience(Positions, responsibilities, and significant concurrent positions)

Number andclass of theCompany’s
shares held

1979 Assistant Professor, School of Business Administration,
Kwansei Gakuin University
Apr.
1985 Professor, School of Business Administration, Kwansei
Gakuin University (current position)
Apr.
2001 Trustee, Kwansei Gakuin (current position)
Apr.
2002 President, Kwansei Gakuin UniversityJun.
2008 Outside Director, Sumitomo Electric Industries, Ltd.
(current position)
Apr.
2009 Councilor, Kwansei Gakuin (current position)
Jun.
2010 Outside Audit & Supervisory Board Member, Daido Life
Insurance Company (current position)
Jun.
2010 Outside Director, Member of the Board, ShinMaywa
Industries, Ltd. (current position)
Jun.
2011 Outside Director, the Company (current position)
Jun.
2011 Outside Director, the Senshu Ikeda Bank, Ltd. (current
position)(significant concurrent positions)
Trustee, Kwansei Gakuin
Outside Director, the Senshu Ikeda Bank, Ltd.
Outside Director, Sumitomo Electric Industries, Ltd.
Outside Audit & Supervisory Board Member, Daido Life Insurance
Company
Outside Director, Member of the Board, ShinMaywa Industries, Ltd.

OrdinarysharessharesName(Date of birth)
Apr.

12

Kazuo Hiramatsu(Aug. 10, 1947)(Notes) 1. New candidates of Director are marked with *2. There is no special interest between the candidates and the Company.
3. Although a candidate for Director Mr. Taro Ohashi is currently an Outside Audit & Supervisory Board Member of
the Senshu Ikeda Bank, Ltd., he will retire from office on June 26, 2015.
4. Mr. Taro Ohashi and Mr. Kazuo Hiramatsu are candidates for Outside Director as stipulated in Article 2, Paragraph
3, Item 7 of the Enforcement Regulations of the Japanese Companies Act.
Mr. Kazuo Hiramatsu has been registered with the Tokyo Stock Exchange as an Independent Director pursuant to
the regulations of the aforementioned Exchange, and if he is elected as proposed, he will continue to serve as an
Independent Director. If Mr. Taro Ohashi is elected as proposed, he will be a new Independent Director.
5. (1) Reason for selecting Mr. Taro Ohashi as a candidate for Outside Director
Mr. Taro Ohashi has experience as a Representative Director of a public company, and has an appropriate levelof knowledge regarding finance and accounting, and the Company believes that he will be able to fulfill the roleof Director from a specialized viewpoint.
(2) Reason for selecting Mr. Kazuo Hiramatsu as a candidate for Outside Director
Mr. Kazuo Hiramatsu has a wide range of experience and a high level of views from his past experience as
President of Kwansei Gakuin University, Outside Director of Sumitomo Electric Industries, Ltd. and
ShinMaywa Industries, Ltd., and Outside Audit & Supervisory Board Member of Daido Life Insurance
Company, and the Company believes that he can make use of these experiences in the Company’s management.
Additionally, although he has not been involved in corporate management outside of his positions as Outside
Director and Outside Audit & Supervisory Board Member, due to the above reasons, the Company believes that
he can appropriately fulfill the duties of Outside Director.
6. At the Senshu Ikeda Bank, Ltd., where Mr. Taro Ohashi serve as Outside Audit & Supervisory Board Member,incidents occurred in October 2010, March 2011, and May 2011 in which former employees and part-time
employees embezzled funds from client deposits, etc. On a daily basis, Mr. Taro Ohashi made suggestions on
conformation with laws and regulations at the Board of Directors and Audit & Supervisory Board of Senshu Ikeda
Bank, Ltd., and after these incidents, he has continued to aggressively make suggestions regarding methods toprevent occurrence such as the checking structure, etc., and enrichment of employee training, etc.
7. At Sumitomo Electric Industries, Ltd., where Mr. Kazuo Hiramatsu serves as Outside Director, concerning products
related to automotive wiring harnesses, Sumitomo Electric Industries, Ltd. received a cease and desist order fromJapan Fair Trade Commission on January 19, 2012, and the same order regarding construction for overhead powertransmission lines for the Tokyo Electric Power Company on December 20, 2013.
Additionally, concerning products related to automotive wiring harnesses, Sumitomo Electric Industries, Ltd.
received a judgment that it was in violation of antitrust laws in the EU from the European Commission on July 10,2013, and an order for payment of surcharge from National Development and Reform Commission of the Republicof China on August 20, 2014.

28

Although Mr. Kazuo Hiramatsu was unaware of the facts subject to each of the aforementioned orders until suchmatters were identified, he has made comments regarding internal control systems and specific countermeasures ona daily basis. Further, after the matters were discovered, he has made comments at the Board of Directors regarding
maintenance and enrichment of the compliance structure across the group and ensures its effectiveness, etc.
8. Although Mr. Kazuo Hiramatsu is currently an Outside Director of the Company, his term of office as Outside
Director will be four (4) years at the conclusion of this General Meeting of Shareholders.
9. Liability limitation agreements with Outside Directors
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Directors to limit the liabilities of Article 423, Paragraph 1 of the Companies Act to theamount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that the duties of the Outside
Directors are performed in good faith and without gross negligence.
If Mr. Kazuo Hiramatsu is elected as Outside Director at this General Meeting of Shareholders, the Company plans
to continue with this agreement.

29

Proposal No. 6: Election of One (1) Substitute Audit & Supervisory Board Member
In order to prepare for the event of an unexpected shortfall in the number of Audit & Supervisory Board
Members required by laws and regulations, it is proposed that the Company preliminarily elect one (1)person as a Substitute Audit & Supervisory Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Number andName
Past experienceclass of the(Date of birth)(Positions, and significant concurrent positions)Company’s
shares held
Apr.
1978 Registered with the Osaka Bar Association
Apr.
1988 Founded Umeshin Law Firm
Director, Umeshin Law Firm (current position)
Apr.
2004 Vice President, the Osaka Bar Association
Governor, the Japan Federation of Bar Associations
Apr.
2005 Visiting Professor, Graduate School of Law and Politics,
Ordinary
Osaka University
sharesSeiji Morinobu
Visiting Professor, Cooperative Graduate School(Jul. 9, 1949)
sharesApr.
2013 Executive Governor, the Japan Federation of Bar
Associations
Feb.
2015 Outside Director, KITAKEI CO., LTD. (current position)(significant concurrent positions)
Outside Director, KITAKEI CO., LTD.
Director, Umeshin Law Firm
(Notes) 1. There is no special interest between Mr. Seiji Morinobu and the Company.
2. Mr. Seiji Morinobu is a candidate of Substitute Outside Audit & Supervisory Board Member.
3. Mr. Seiji Morinobu has been selected as a candidate for Substitute Outside Audit & Supervisory Board Member as
the Company expects him to make objective and neutral audits regarding the legality of the management execution,etc., of the Company from his experience and wide range of views as an attorney.
Additionally, although he has not been involved in corporate management in the past aside from roles as outside
officer, due to the above reasons, the Company believes that he will be able to appropriately fulfill the duties of
Outside Audit & Supervisory Board Member.
4. Liability limitation agreements with Substitute Outside Audit & Supervisory Board Members
In accordance with stipulations in the Articles of Incorporation, if Mr. Seiji Morinobu is appointed as Outside Audit& Supervisory Board Member, the Company plans to conclude a liability limitation agreement with him to limit theliabilities of Article 423, Paragraph 1 of the Companies Act to the amount stipulated in Article 425, Paragraph 1 of
the Companies Act.

End

30

[General Meeting of Holders of Classes of Shares for Ordinary Shareholders]

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation (2)Please view pages 12 through 18 of the Reference Documents for the General Meeting of Shareholders of
the Annual General Meeting of Shareholders, as the content is identical to Proposal No. 3 “Partial
Amendments to the Articles of Incorporation (2).”Proposal No. 2: Partial Amendments to the Articles of Incorporation (3)Please view pages 19 through 21 of the Reference Documents for the General Meeting of Shareholders of
the Annual General Meeting of Shareholders, as the content is identical to Proposal No. 4 “Partial
Amendments to the Articles of Incorporation (3).”31