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, theoriginals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or
any other forms of damages arising from the translations.

(Securities Code: 8714)
June 1, 2020
To Shareholders with Voting Rights:
Atsushi Ukawa
Representative Director, President
and CEO
Senshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 11TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 11th Annual General Meeting of Shareholders of Senshu Ikeda Holdings,
Inc. (the “Company”). The meeting will be held for the purposes described below.
If you do not attend the meeting, you may still exercise your voting rights in writing or electronically (onthe Internet). Please review the Reference Documents for the General Meeting of Shareholders describedhereinafter, then follow the methods described on pages 2 to 5 to exercise your voting rights by 5:40 p.m., on
Wednesday, June 24, 2020, Japan time.
1. Date and Time:Thursday, June 25, 2020, at 10:00 a.m. Japan time

2. Place:

10F, Conference Room, Osaka International Convention Center (“Grand Cube
Osaka”), 5-3-51, Nakanoshima, Kita-ku, Osaka, Japan
Depending on the status of the spread of the novel coronavirus infection, we
might have to change the venue and/or the start time. In that case, the detail ofthe changes will be posted on the Company’s website(https://www.senshuikeda-hd.co.jp/). Please check the website.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 11th Fiscal Year (from April 1, 2019, to March 31, 2020) 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 11th Fiscal Year(from April 1, 2019, to March 31, 2020)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board MemberEnd1Guide to the Exercise of Voting Rights

Exercise of Voting Rights
by Attending the Meeting

Exercise of Voting Rights
in Writing

Exercise of Voting Rights
via the Internet, etc.

When attending the meeting,please submit the enclosed Voting
Rights Exercise Form at thereception desk. Please also bringthis Notice of Convocation withyou.

You are kindly requested to markand return the enclosed Voting
Rights Exercise Form with yourvote of approval or disapproval ofeach proposal via mail by no later
than the deadline below.

You are kindly requested toaccess the Exercise of Voting
Rights Website(https://evote.tr.mufg.jp/) andfollow the on-screen instructions
to indicate your approval ordisapproval of each proposal.

Date and time of the meeting:
10:00 a.m.
Thursday, June 25, 2020

Deadline for exercise:
Arrival until 5:40 p.m.
Wednesday, June 24, 2020

Deadline for exercise:
Until 5:40 p.m.
Wednesday, June 24, 2020

◎ Of the documents needed to be attached to this notice of convocation, the following matters 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 (https://www.senshuikeda-hd.co.jp/) and are therefore not included inthis document.
1. Business Report(1) Matters concerning stock subscription rights, etc. of the Company(2) Matters concerning the accounting auditor(3) Basic policy regarding the party who controls decisions on the Company's financial and business
policies(4) Structure to ensure the adequacy of business operation and its management status(5) Matters concerning specified wholly owned subsidiaries(6) Matters concerning transactions with the parent, etc.
(7) Matters concerning accounting advisors(8) Other
2. Financial Statements, etc.
(1) Notes to the Non-consolidated Financial Statements(2) Non-consolidated Statements of Changes in Net Assets(3) Notes to the Consolidated Financial Statements(4) Consolidated Statements of Changes in Net Assets
The Attached Documents are part of the Non-consolidated Financial Statements and the Consolidated
Financial Statements, which have been audited by the Accounting Auditor in preparing the Accounting
Audit Report, and part of the Business Report, the Non-consolidated Financial Statements and theConsolidated Financial Statements, which have been audited by the Audit & Supervisory Board Members
in preparing the Audit Report.
◎ In the event that any revisions to the Business Report, the Consolidated Financial Statements, the Nonconsolidated Financial Statements and/or the Reference Documents for the General Meeting of
Shareholders are required, revised items will be posted on the Company’s website presented above.

2

Cautionary Statement:

To protect against illegal access by persons other than qualified shareholders (“spoofing”) and themanipulation of voting details, please be aware that shareholders using the Exercise of Voting Rights
Website will be asked to change their temporary password on the website.

Every time a General Meeting of Shareholders is convoked, a new log-in ID and a temporary password
will be provided.



If you have exercised your voting rights both by mail and via the Internet, those exercised via the Internet
will be taken as valid.



If you have exercised your voting rights multiple times via the Internet, the final vote will be taken as
valid. If you have exercised your voting rights both on the website for computers and smartphones and on
the website for mobile phones, the final vote cast will be taken as valid.



The costs incurred when accessing the Exercise of Voting Rights Website, including Internet access fees
and telephone rates, will be the responsibility of the shareholder. Similarly, fees required to use mobile
phones, such as packet transmission fees, will also be the responsibility of the shareholder.

3

Procedures for the Exercise of Voting Rights via the Internet
When exercising your voting rights via the Internet, please access the Exercise of Voting Rights Website
designated by the Company (https://evote.tr.mufg.jp/) from your smartphone or computer, etc., and follow theon-screen instructions to exercise your voting rights.

Deadline for the Exercise of Voting Rights

Until 5:40 p.m., Wednesday, June 24, 2020
*Please note that the voting service becomes unavailable
daily from 2:00 a.m. to 5:00 a.m.

Method by scanning the QR CodeUsing a smartphone
You can log in by scanning the “Login QR Code” without entering the “Login ID” and the “Temporary
Password.”*You can exercise your voting rights by the following method only once.
1) Scan the QR Code

2) Choose the method to exercise
your voting rights

3) Choose “Approve” or“Disapprove” for each proposal

Please scan the “Login QR Code”
provided on the stub of theenclosed Voting Rights Exercise
Form (the right side) with yoursmartphone.

Please choose the method to
exercise your voting rights on thescreen for choosing the method toapprove or disapprove theproposals.

Please follow the on-screen
instructions to choose “Approve”
or “Disapprove” for each
proposal.

Follow the on-screen instructions
and you will complete yourexercise.

QR Code is a registered trademark of
DENSO WAVE INCORPORATED.

To institutional investors:
If you have applied in advance to use the “Electronic Voting
Platform,” which is operated by ICJ Inc., you can exercise yourvoting rights on the Platform.

4

After the first login, please log infollowing the instructions provided
on the next page.

Method by entering the Login ID and the Temporary Password
On the Exercise of Voting Rights Website (https://evote.tr.mufg.jp/),please use the “Login ID” and the “Temporary Password” provided
on the Voting Rights Exercise Form and follow the on-screen
instructions to enter your approval or disapproval.

Cautionary Statement:- To protect against illegal access by persons
other than qualified shareholders (“spoofing”)
and the manipulation of voting details, please beaware that shareholders using the Exercise of
Voting Rights Website will be asked to change

1) Access the Exercise of Voting
Rights Website
The Website address:
https://evote.tr.mufg.jp/

their temporary password on the website.

Caution:The exercise of voting rights on theWebsite might be disabled by your Internet
environments, including the use of afirewall when accessing the Internet, theuse of antivirus software, the use of aproxy server and/or when TLS encrypted
communication is not enabled.

- Every time a General Meeting of Shareholders
is convoked, a new log-in ID and a temporary
password will be provided.
- If you have exercised your voting rights bothby mail and via the Internet, those exercised via
the Internet will be taken as valid.
- If you have exercised your voting rights
multiple times via the Internet, the final vote

(1) Please click on 次の画面へ(To the next page)

will be taken as valid. If you have exercised
your voting rights both on the website forcomputers and smartphones and on the website
for mobile phones, the final vote cast will be2) Log in

3) Change the password

Afterwards, please follow the onscreen instructions to enter yourapproval or disapproval.

(2) Please enter the “Login ID”
and the “Temporary Password”
provided on your Voting Rights
Exercise Form.

taken as valid.

(3) Please click on ログイン
(Log in).

fees required to use mobile phones, such as(4) Please enter “Current
Password,” “New Password,”and “New Password (forconfirmation).” Please do notforget your new password.
(5) Please click on 送信(Send).

- The costs incurred when accessing theExercise of Voting Rights Website, includingInternet access fees and telephone rates, will be
the responsibility of the shareholder. Similarly,

packet transmission fees, will also be theresponsibility of the shareholder.

For inquiries about the systemor other matters, contact:
Securities Business Division(Help Desk)
Mitsubishi UFJ Trust andBanking Corporation
Phone: 0120-173-027(Toll Free)(Available from 9 a.m. to 9 p.m.)5

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, the Company determines dividends incomprehensive consideration of the condition of business results and the management environment, etc.
while ensuring the health of its financial standing by appropriately enhancing internal reserves. The
Company plans to utilize these funds for measures such as investment for future business expansion andstrengthening of its financial standing.
In comprehensive consideration of the condition of business results and the management environment,
etc., the Company proposes that the dividends of surplus for the fiscal year ended March 31, 2020 be as
described below.
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 the First Series of Class 7 Preferred Shares, the Company proposes a dividend of 15
yen (thereby making the annual dividend including the interim dividend 30 yen per share), pursuant
to the Articles of Incorporation.
For ordinary shares, the Company proposes a dividend of 3.75 yen per share (thereby making theannual dividend including the interim dividend 7.5 yen per share).
The total amount of dividends in this case will be 1,427,743,249 yen.
(3) Effective date of distribution of surplus
June 26, 2020

6

Proposal No. 2: Election of Eleven (11) Directors
The terms of office of all nine (9) Directors: Atsushi Ukawa, Takayuki Ota, Hiroo Maeno, Yasuki
Hosomi, Shinji Inoue, Hiromasa Hirai, Minoru Furukawa, Takao Koyama and Tomokazu Yamazawa will
expire at the conclusion of this Annual General Meeting of Shareholders.
The Company proposes to elect eleven (11) Directors to increase the number of Directors by two (2),including one Outside Director, in an effort to reinforce the business execution system, secure managementtransparency, and strengthen corporate governance.
The candidates for Directors are as follows.
< Basic policy for nominating candidates for Directors >In accordance with its management philosophy, the Company nominates candidates for Directors basedon their potential to contribute to the Company’s sustainable growth and enhancement of medium-to longterm corporate value.
While the Company is required to have a certain number of the Board members who are well versed in
the Company’s operations and its challenges, the diversity of expertise, experience and capability of theBoard members must be secured in order to ensure its independence and objectivity. From thisperspective, it is the Company’s basic policy to nominate individuals with thorough knowledge of theCompany’s operations and challenges as candidates for management executives and other executive
director positions, and individuals with a wide range of insights and background as candidates for Outside
Directors.
< Procedures for nominating candidates for Directors >The Company has established the Personnel Committee, and matters regarding the nomination ofcandidates for Directors are deliberated and finalized by the Board of Directors based on a result of thereview by the said committee.

Current position within the
Company

No.

Name

1

Atsushi Ukawa(Reappointment)

2

Takayuki Ota(Reappointment)

3

Hiroo Maeno(Reappointment)

Director

4

Yasuki Hosomi(Reappointment)

Director

5

Shinji Inoue(Reappointment)

Director

6

Toshiyuki Wada

(New Appointment)

Executive Officer

7

Hiromasa Hirai(Reappointment)

Director

8

Minoru Furukawa

9

Takao Koyama

10

Tomokazu Yamazawa

11

Atsuko Ogasawara(Reappointment)(Outside Director)(Reappointment)(Outside Director)(Reappointment)(Outside Director)(New Appointment)(Outside Director)

7

Representative Director,
President and CEO
Representative Director andChairman

Director (Outside Director)
Director (Outside Director)
Director (Outside Director)

Attendanceat the Boardof Directors
meetings
100%(15/15)93.3%(14/15)100%(15/15)100%(15/15)100%(15/15)100%(11/11)
93.3%(14/15)93.3%(14/15)93.3%(14/15)

No.
1

Apr.
Aug.
Nov.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
July 19, 1956
Age
63
Years as a Director 8 years
Class and number of the Company’s
Ordinary shares
Atsushi Ukawa
shares held
28,300 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1980 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2006 General Manager, Corporate Planning Division, the Bank of Ikeda, Ltd.
2006 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Director, The Senshu Ikeda Bank, Ltd.
2012 Director, the Company
2014 Managing Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director, President and CEO, the Company (current position)2018 Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Atsushi Ukawa as a candidate for Director >Mr. Atsushi Ukawa assumed the position of a Director of The Senshu Ikeda Bank, Ltd., a Group company, after having
served in the Corporate Planning, operation & system and several other departments. After assuming the position of Directorof The Senshu Ikeda Bank, Ltd., he successively held the positions of General Manager of the Operation Management
Division and the Corporate Planning Division, Director in charge of Regional Headquarters and Director in charge of theLoan, personnel affairs and several other departments. He is especially well versed in the Corporate Planning and operation& system departments. Accordingly, the Company believes that he has abundant knowledge and experience to ensure
precise, fair and efficient execution of the overall business of the Group and sufficiently high social credibility as
Representative Director.

No.
2

Apr.
Jun.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birthJanuary 29, 1958 Age
62Years as a Director 4 years
Class and number of the Company’s
Ordinary shares
Takayuki Ota
shares held
26,780 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1981 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2009 General Manager, Credit Analysis Division, The Senshu Bank, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Administration Officer, General Manager, Credit Division I, The Senshu Ikeda Bank,
Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director and Chairman, the Company (current position)2018 Representative Director and Chairman, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Representative Director and Chairman, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takayuki Ota as a candidate for Director >Mr. Takayuki Ota successively held the positions of General Manager of divisions and headquarters mainly in the Loan and
CS departments of The Senshu Ikeda Bank, Ltd., a Group company. He also has considerable achievements in administering
branch management as Director in charge of Regional Headquarters. Accordingly, the Company believes that he hasabundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Group andsufficiently high social credibility as Representative Director.

8

No.
3

Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birthJanuary 30, 1962
Age
58
Years as a Director 6 years
Class and number of the Company’s
Ordinary shares
Hiroo Maeno
shares held
26,400 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2012 General Manager, General Risk Management Division, the Company
2012 General Manager, Risk Management Division, The Senshu Ikeda Bank, Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Director, the Company (current position)2014 Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Hiroo Maeno as a candidate for Director >Mr. Hiroo Maeno has long experience in the Corporate Planning Headquarters of The Senshu Ikeda Bank, Ltd., a Group
company. After having served in the Loan department, the Risk Management and several other Headquarters, he assumed
the position of Director of the Company. He successively held the positions of Director in charge of the Risk Management
Headquarters and General Manager of the Personnel Division subsequent to his appointment as Director. He is especiallywell versed in the Corporate Planning and Risk Management Headquarters. Accordingly, the Company believes that he hasabundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Group andsufficiently high social credibility.

No.
4

Apr.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
February 15, 1963 Age
57
Years as a Director 4 years
Class and number of the Company’s
Ordinary shares
Yasuki Hosomi
shares held
35,188 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2012 General Manager, Sakai Branch, The Senshu Ikeda Bank, Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2015 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company (current position)2016 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Yasuki Hosomi as a candidate for Director >Mr. Yasuki Hosomi has long experience in the business offices of The Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager mainly in the CS department. He has considerable achievements in serving as
Director in charge of the CS department subsequent to his appointment as Director. Accordingly, the Company believes that
he has abundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of theGroup and sufficiently high social credibility.

9

No.
5

Apr.
Mar.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
July 26, 1961
Age
58
Years as a Director 2 years
Class and number of the Company’s
Ordinary shares
Shinji Inoueshares held
32,262 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2014 General Manager, Abeno Harukas Branch, The Senshu Ikeda Bank, Ltd.
2014 Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Director, the Company (current position)2018 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Shinji Inoue as a candidate for Director >Mr. Shinji Inoue successively held the positions of General Manager of the Risk Management, Loan and CS departments of
The Senshu Ikeda Bank, Ltd., a Group company. He also has considerable achievements in serving as Director in charge ofthe operation & system department subsequent to his appointment as Director. Accordingly, the Company believes that hehas abundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Groupand sufficiently high social credibility.

No.
6

Apr.
May
Jul.
Oct.
Jun.
Apr.
Jun.
May

New Appointment/Male

Date of birth
October 8, 1963
Age
56
Years as a Director —Class and number of the Company’s
Ordinary shares
Toshiyuki Wada
shares held
7,500 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1986 Joined the Bank of Japan
2007 Associate Director-General, Personnel and Corporate Affairs Department, the Bank ofJapan
2010 General Manager, Matsumoto Branch, the Bank of Japan
2012 Principal Examiner, Financial System and Bank Examination Department, the Bank ofJapan
2014 Deputy Director-General and Principal Examiner, Financial System and Bank
Examination Department, the Bank of Japan
2016 Director-General and Internal Auditor, Internal Auditors’ Office, the Bank of Japan2017 Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current position)
2019 Executive Officer, the Company (current position)(Significant concurrent position)
Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Toshiyuki Wada as a candidate for Director >Mr. Toshiyuki Wada has successively held key positions in the personnel department, the financial system department, etc.,of the Bank of Japan. He assumed office as Officer secondarily in charge of the Loan department and Officer in charge ofthe personnel affairs department of The Senshu Ikeda Bank, Ltd. in June 2017 and has properly fulfilled his duties andresponsibilities. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise, fairand efficient execution of the overall business of the Group and sufficiently high social credibility.

10

No.
7

Apr.
Nov.
Aug.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
April 2, 1963 Age
57
Years as a Director 1 year
Class and number of the Company’s Ordinary shares
Hiromasa Hirai
shares held
15,070 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1987 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2011 General Manager, Private Banking Division, The Senshu Ikeda Bank, Ltd2014 Senior Managing Director, Senshu Ikeda Capital Co., Ltd.
2015 Representative Director and President, Senshu Ikeda Capital Co., Ltd.
2017 Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Director, the Company (current position)
2019 Director and Executive Officer, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Director and Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Hiromasa Hirai as a candidate for Director >Mr. Hiromasa Hirai has successively served as General Manager in charge of Market Operations and Private Banking of
The Senshu Ikeda Bank, Ltd., a Group company, and as President of a business investment and consultation company. He
assumed office as Director in charge of the Market Operations of The Senshu Ikeda Bank, Ltd. in May 2018. Accordingly,
the Company believes that he has abundant knowledge and experience to ensure precise, fair and efficient execution of theoverall business of the Group and sufficiently high social credibility.

11

No.
8

Apr.
Jun.
Apr.
Jun.
Apr.
Jun.
Apr.
Apr.
Jun.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Outside Director/Male

Date of birthJune 13, 1943 Age76Years as a Director
3 years
Class and number of the Company’s
Ordinary shares
Minoru Furukawa
shares held
10,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1966 Joined Hitachi Zosen Corporation
1994 Chief Manager, Accounting Department, Hitachi Zosen Corporation
1998 Director, Hitachi Zosen Corporation
2001 Representative Director and Senior Managing Director, Hitachi Zosen Corporation2005 Representative Director and President, Hitachi Zosen Corporation2010 Representative Director, Chairman and President, Hitachi Zosen Corporation2013 Representative Director, Chairman and CEO, Hitachi Zosen Corporation
2016 Representative Director and Chairman, Hitachi Zosen Corporation
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Senior Corporate Advisor Director, Hitachi Zosen Corporation2017 Senior Corporate Advisor, Hitachi Zosen Corporation (current position)2017 Outside Director, UNITIKA LTD. (current position)2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)2018 Outside Director, OKK Corporation (current position)(Significant concurrent positions)
Senior Corporate Advisor, Hitachi Zosen Corporation
Outside Director, UNITIKA LTD.
Outside Director, OKK Corporation
Outside Director, The Midori Kai Co., Ltd.
Outside Director, Osaka International Convention Center Corporation
Outside Audit & Supervisory Board Member, Osaka District Development Company,
Incorporated
Vice Chairman, Osaka Chamber of Commerce and Industry
Vice-Chairman, The Japan Machinery Federation
Executive Director, Kansai Economic Federation
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Minoru Furukawa as a candidate for Outside Director >Mr. Minoru Furukawa has successively held such positions as Representative Director of Hitachi Zosen Corporation as wellas key positions for Osaka Chamber of Commerce and Industry, The Japan Machinery Federation, and Kansai Economic
Federation. With his wide range of experience and high level of views as well as his sufficiently high social credibility, theCompany believes that he will be able to fulfill the role of Outside Director.
<Independence>
There is no special interest between Mr. Minoru Furukawa and the Company.
There are standard deposit transactions between Osaka Chamber of Commerce and Industry, where Mr. Furukawa serves asVice Chairman, and the Group company. However, primarily because the transactions account for less than 0.01% of thetotal deposit balance of the Group company, the transactions will not affect the independence of Mr. Furukawa.
Mr. Furukawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

12

No.
9

Apr.
Apr.
Apr.
Apr.
Apr.
Jun.
Jun.
Jun.

Reappointment/Outside Director/Male

Date of birth
December 11, 1948 Age 71
Years as a Director 3 years
Class and number of the Company’s
Ordinary shares
Takao Koyamashares held
10,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Hitachi, Ltd.
2004 General Manager, Kanto Area Operation, Hitachi, Ltd.
2007 Vice President and Executive Officer; and General Manager of Kansai Area Operation,
Hitachi, Ltd.
2011 Representative Director, Executive Vice President and Executive Officer, Hitachi
Solutions, Ltd.
2012 Director, Executive Vice President and Executive Officer, Hitachi Solutions, Ltd.
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takao Koyama as a candidate for Outside Director >As a Vice President, Executive Officer and Branch President of Kansai Branch Office, Hitachi, Ltd., Mr. Takao Koyama
successively held such positions as Deputy General Manager of Corporate Sales & Marketing Group, followed by his
position as a Representative Director and Executive Vice President of Hitachi Solutions, Ltd. With his wide range ofexperience and high level of views as well as his sufficiently high social credibility, the Company believes that he will beable to fulfill the role of Outside Director.
<Independence>
There is no special interest between Mr. Takao Koyama and the Company.
Mr. Koyama satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

13

No.
10

Apr.
Jun.
Jun.
Apr.
Apr.
Apr.
Jun.
Apr.
Apr.
Jun.
Jun.
Apr.
Jun.
Jun.
Sep.
Jun.
Jun.
Apr.

Date of birth
November 26, 1947 Age 72
Years as a Director 2 years
Class and number of the Company’s
Ordinary shares
Tomokazu Yamazawa
shares held
11,340 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Keihanshin Electric Express Railway Co., Ltd. (currently Hankyu Hanshin
Holdings, Inc.)
1999 Deputy General Manager of Corporate Control Division and Head of Public Relations
Office, Hankyu Corporation
2000 Director and General Manager of Corporate Control Division, Hankyu Corporation
2002 Director, Hankyu Corporation
2002 President and Representative Director, Dai-ichi Hankyu Hotels Co., Ltd.
2005 President and Representative Director, Hankyu Hotel Management Co., Ltd.
2007 Director, Hankyu Hanshin Holdings, Inc.
2008 President and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Advisor, Hankyu Hanshin Hotels Co., Ltd.
2012 President and Representative Director, Hanshin Expressway Co., Ltd.
2014 Special Advisor, Hankyu Hanshin Hotels Co., Ltd.
2016 Special Advisor, Hanshin Expressway Co., Ltd. (current position)2017 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, Charm Care Corporation (current position)2018 Outside Director, the Company (current position)2018 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2019 Honorary Advisor, Hankyu Hanshin Hotels Co., Ltd. (current position)(Significant concurrent positions)
Honorary Advisor, Hankyu Hanshin Hotels Co., Ltd.
Special Advisor, Hanshin Expressway Co., Ltd.
Outside Director, Charm Care Corporation
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

Reappointment/Outside Director/Male< Reason for appointing Mr. Tomokazu Yamazawa as a candidate for Outside Director >Mr. Tomokazu Yamazawa has successively held such positions as Representative Director of the group companies ofHankyu Hanshin Holdings, Inc. as well as Representative Director of Hanshin Expressway Co., Ltd. With his wide range ofexperience and high level of views in corporate management as well as his sufficiently high social credibility, the Company
believes that he will be able to fulfill the role of Outside Director.
<Independence>
There is no special interest between Mr. Tomokazu Yamazawa and the Company.
Mr. Yamazawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

14

No.

11

Apr.
Apr.
Apr.
May
Jul.
Apr.
May
Jun.
Jun.
Apr.

New Appointment/Outside Director/
FemaleDate of birth

October 6, 1960

Age

59

Years as a Director —Class and number of the Company’s
Ordinary shares
Atsuko Ogasawara
shares held
— shares
Past experience (Positions, responsibilities, and significant concurrent positions)1983 Joined The Mainichi Newspapers Co., Ltd.
2006 General Manager, Okayama Bureau, The Mainichi Newspapers Co., Ltd.
2008 General Manager, Economic Department, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2011 General Manager, Kyoto Bureau, The Mainichi Newspapers Co., Ltd.
2014 Deputy General Manager, Editorial Bureau, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2016 General Manager, General Business Bureau, The Mainichi Newspapers Co., Ltd.
2017 Director, Japan High School Baseball Federation (current position)2018 Deputy Representative, Osaka Headquarters, The Mainichi Newspapers Co., Ltd.
2018 Director, The Daido Life Foundation (current position)2020 Executive Director (Part-time), National University Corporation Osaka University(current position)(Significant concurrent positions)
Director, Japan High School Baseball Federation
Director, The Daido Life Foundation
Executive Director (Part-time), National University Corporation Osaka University< Reason for appointing Ms. Atsuko Ogasawara as a candidate for Outside Director >Ms. Atsuko Ogasawara held key positions at The Mainichi Newspapers Co., Ltd. With her wide range of experience andachievements in the business world as well as her sufficiently high social credibility, the Company believes that she will beable to fulfill the role of Outside Director.
<Independence>
There is no special interest between Ms. Atsuko Ogasawara and the Company.
Ms. Ogasawara satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
Notes: 1. Mr. Minoru Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa and Ms. Atsuko Ogasawara are candidates
for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of theJapanese Companies Act.
The Company has submitted to the Tokyo Stock Exchange a notification designating Mr. Minoru Furukawa, Mr.
Takao Koyama and Mr. Tomokazu Yamazawa as Independent Officers pursuant to the regulations of the Tokyo
Stock Exchange. If the election of Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa isapproved as originally proposed, they will continue to be Independent Officers. If the election of Ms. Atsuko
Ogasawara is approved as originally proposed, she will newly be an Independent Officer.
2. Mr. Minoru Furukawa, Mr. Takao Koyama and Mr. Tomokazu Yamazawa are currently Outside Directors of theCompany, and their terms of office as Outside Directors will be three (3) years for both Mr. Minoru Furukawa
and Mr. Takao Koyama, and two (2) years for and Mr. Tomokazu Yamazawa at the conclusion of this General
Meeting of Shareholders.
3. 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. Minoru Furukawa, Mr. Takao
Koyama, Mr. Tomokazu Yamazawa and Ms. Atsuko Ogasawara are elected as Outside Directors at this General
Meeting of Shareholders, the Company plans to continue these agreements with the three (3) reappointed
Directors and newly conclude this agreement with the one (1) newly appointed Director.

15

<Reference>

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
The Senshu Ikeda Group judges the independence of the respective candidates for Outside Directors/Audit &Supervisory Board Members according to the following criteria.
<Standard for judging the independence>
At the Senshu Ikeda Group, as a general rule, Outside Directors/Audit & Supervisory Board Members shall bethose who do not fall under any of the following requirements, at present or recently.1
1. A person who deems the Group to be a major2 business partner, or in the case of a company, an executing
person thereof.
2. A person who the Group deems to be a major business partner, or in the case of a company, an executing
person thereof.
3. A business consultant, an accounting specialist or a legal specialist who has received a large sum3 ofmoney and other properties other than Officers’ remuneration from the Group (or a quasi-executing
person who has belonged to the payee’s group).
4. A person who the Company deems to be a major shareholder4 of the Company, or in the case of acompany, an executing person thereof.
5. A payee of a large sum of donation from the Group, or a quasi-executing person of the payee’s group, inthe case where the receiver of the monies, etc., is an entity.
6. A former executing person of any of the Group companies in the past.5
7. A relative6 of a person (excluding those who are not significant) mentioned below:
A. A person who is mentioned in the aforementioned items 1 through 6.
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees of anyof the Group companies
Notes:
1. Definition of “recently”: Refers to cases that might be regarded as almost “at present,” for example,
including the case where said person fell under any infringement requirement item since the content of a
proposal for the selection as Outside Director or Outside Audit & Supervisory Board Member wasdetermined.
2. Definition of “major”: Refers to 2% or more of the consolidated net sales per annum (Consolidated
ordinary income in case of the Company) for the nearest fiscal year, as a benchmark for judgment.
3. Definition of “a large sum”: Refers to a three-year average amount of ¥10 million or more per annum forthe past three years.
4. Definition of “major shareholder”: Refers to a shareholder who held 10% or more of the total voting
rights at the end of the nearest fiscal year.
5. Definition of “past”: Refers to “within 10 years up to the present.”
6. Definition of “relative”: Refers to “within the second degree of kinship of a person.”

End

16

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Shigeru Aoyagi will expire at theconclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect one (1) Audit & Supervisory Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.
New Appointment/Male

Apr.
Oct.
Jul.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Date of birth
February 1, 1962 Age58
Years as a Director —Satoshi Kitagawa
Class and number of the Company’s
Ordinary sharesshares held
18,140 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1984 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2007 General Manager, Loan Division II, the Bank of Ikeda, Ltd.
2009 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Administration Officer, The Senshu Ikeda Bank, Ltd.
2013 Audit & Supervisory Board Member, The Senshu Ikeda Bank, Ltd.
2016 Part-time Audit & Supervisory Board Member, Senshu Ikeda Tokai Tokyo Securities
Co., Ltd. (current position)2017 Audit & Supervisory Board Member, Senshu Ikeda Lease Co., Ltd. (current position)2017 Part-time Audit and Supervisory Board Member, Shizen Soken Co., Ltd. (current
position)2018 Part-time Audit and Supervisory Board Member, Senshu Ikeda Auto Lease Co., Ltd.
(current position)(Significant concurrent position)
Part-time Audit and Supervisory Board Member, Shizen Soken Co., Ltd.

< Reason for appointing Mr. Satoshi Kitagawa as a candidate for Audit and Supervisory Board Member >Mr. Satoshi Kitagawa assumed the position of Executive Officer of The Senshu Ikeda Bank, Ltd., a Group company, after
having served as General Manager of the Loan division. He assumed the position of Audit & Supervisory Board Member of
The Senshu Ikeda Bank, Ltd. in June 2013, and then successively held the positions of Audit & Supervisory Board Memberof Group companies. He has considerable achievements in serving as Audit & Supervisory Board Member for many years.
Accordingly, the Company believes that he will be able to fulfill the role of an Audit & Supervisory Board Member from an
objective and neutral position.
Notes: 1. There is no special interest between Mr. Satoshi Kitagawa and the Company.
2. Mr. Satoshi Kitagawa will assume office as Part-time Audit and Supervisory Board Member of Senshu Ikeda
JCB Co., Ltd., Part-time Audit and Supervisory Board Member of Senshu Ikeda DC Co., Ltd. and Part-time
Audit and Supervisory Board Member of Senshu Ikeda VC Co., Ltd. in June 2020.
3. Mr. Satoshi Kitagawa will retire as Part-time Audit & Supervisory Board Member of Senshu Ikeda Tokai Tokyo
Securities Co., Ltd., Audit & Supervisory Board Member of Senshu Ikeda Lease Co., Ltd. and Part-time Audit
and Supervisory Board Member of Senshu Ikeda Auto Lease Co., Ltd. in June 2020.

End17