This document has been translated from the Japanese-language original document for reference purposes
only. In the event of any conflict or discrepancy between this document and the Japanese-language
original, the Japanese-language original shall prevail in all respects.

(Securities Code: 7350)
June 4, 2024
(Commencement date of measures for electronic provision: June 3, 2024)

To Shareholders with Voting Rights:
Masayasu Yamashiro
President
Okinawa Financial Group, Inc.
10-1, Kumoji 3-chome
Naha, Okinawa, JapanNOTICE OF CONVOCATION OF
THE 3RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 3rd Annual General Meeting of Shareholders of Okinawa Financial Group,
Inc. (the “Company”) will be held for the purposes as described below.
In convening the Meeting, the Company has taken measures for electronic provision. The electronic
provision measures matters are posted on the following website on the Internet as “NOTICE OF
CONVOCATION OF THE 3RD ANNUAL GENERAL MEETING OF SHAREHOLDERS.”The Company’s website: https://www.okinawafg.co.jp/english(Please access the website shown above, select “Stockholder and Investor Information,” “Stock
Information,” and “General meeting of shareholders” to review the information.)
In addition to the above website, the electronic provision measures matters are also posted on the website of
the Tokyo Stock Exchange (TSE). Please use the method shown below to review the information.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website shown above, enter “Okinawa Financial Group” in the “Issue name(company name)” field or “7350” in the “Code” field, and click “Search.” Select “Basic Information” andthen “Documents for public inspection/PR information,” and review the information in “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting]” under “Filed
information available for public inspection.”)If you are unable to attend the Meeting, please review the Reference Documents for the General Meeting of
Shareholders included in the electronic provision measures matters and exercise your voting rights byTuesday, June 25, 2024 at 5:00 p.m. Japan time.

11. Date and Time:
2. Place:
3. Meeting Agenda:
Matters to be reported:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:30 a.m.)
TENPI NO MA, 3F, LOISIR HOTEL & SPA TOWER NAHA,
2-1, Nishi 3-chome, Naha, Okinawa, JapanThe Business Report, Consolidated Financial Statements and NonConsolidated Financial Statements for the Company’s 3rd Fiscal Year (from
April 1, 2023 to March 31, 2024) and results of audits by the Accounting
Auditor and the Audit and Supervisory Committee

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Three (3) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of One (1) Director Serving as Audit and Supervisory Committee
Member
Proposal No. 4: Payment of Bonuses to Directors
Proposal No. 5: Determination of Amount and Other Details of Stock-based Compensation, Etc.
to Directors, Etc.
Request to Shareholders
 Request to exercise voting rights
Shareholders who are unable to attend the Meeting are kindly asked to exercise their voting rights either inwriting or via the Internet, etc.
 Notes concerning souvenirs
Souvenirs will not be provided in fairness to the shareholders not attending. Thank you for yourunderstanding.

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company’s basic policy on appropriation of surplus is to aim to strengthen its management structure
while providing stable dividends in light of the public nature of the financial business.
Based on comprehensive consideration of the above basic policy and the business results for the fiscal
year under review, the Company proposes a year-end dividend for this fiscal year as follows.
Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount40 yen per share of common stock
Total amount:
857,780,120 yen(3) Effective date of distribution of surplus
June 27, 2024

3

Proposal No. 2: Election of Three (3) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
The terms of office of all four (4) Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders. By reducing thenumber by one (1) with the aim of improving management efficiency, the Company proposes the election of
three (3) Directors (excluding Directors serving as Audit and Supervisory Committee Members).
This proposal was deliberated and reported by the Group Nomination and Compensation Advisory
Committee of the Company, and was also examined by the Audit and Supervisory Committee. Then the
Company received an opinion stating that there are no matters to be pointed out regarding this proposal.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) are as follows:
No.

Name

Current positions at the Company

1

Reelection

Masayasu Yamashiro

President

2

Reelection

Kazuya Iha

Senior Managing Director(Representative Director)

3

Reelection

Naoko Murakami

Outside Director

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Jul.
Jun.
Jun.
Masayasu Yamashiro
Jun.
(Sep. 23, 1959)[Reelection][Male]

1

Attendance at Boardof Directors meetings:
17 / 17(100.00%)

Jun.
Jun.
Jun.
Oct.
Jun.
Apr.

1982 Joined The Bank of Okinawa, Ltd.
2002 Branch Manager, Shogyo-danchi Branch, The Bank of
Okinawa, Ltd.
2010 General Manager, Credit Supervision Division, The Bankof Okinawa, Ltd.
2011 Executive Officer and General Manager, Credit
Supervision Division, The Bank of Okinawa, Ltd.
2012 Executive Officer and General Manager, Business
Administration Division, The Bank of Okinawa, Ltd.
2013 Director and General Manager, General Planning
Headquarters, The Bank of Okinawa, Ltd.
2014 Managing Director, The Bank of Okinawa, Ltd.
2018 President, The Bank of Okinawa, Ltd.
2021 President, the Company
2023 Chairman and President, The Bank of Okinawa, Ltd.
Chairman and President, the Company
2024 President, The Bank of Okinawa, Ltd. (to the present)
President, the Company (to the present)

Number ofshares of theCompany held

6,080

shares(Significant concurrent positions)
President (Representative Director), The Bank of
Okinawa, Ltd.
Reasons for selection as a candidate for Director
Mr. Masayasu Yamashiro has been involved in the sales promotion division and general planning division, etc. of The Bankof Okinawa, and has a wealth of operational experience. Additionally, he has demonstrated strong management capability inbank management as President from 2018. Since his appointment as President of the Company in 2021, he has appropriately
fulfilled his duties and responsibilities.
In light of these achievements, the Company has judged that he can implement accurate, fair, and effective businessadministration and business operation of the Company by leveraging the experience and knowledge, and can contribute toimproving corporate value of the Group over the medium- to long-term by fostering sustainable growth of the Group, andhas selected him as a candidate for Director.

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Apr.
Jun.
Kazuya Iha(Jun. 5, 1963)[Reelection][Male]

2

Attendance at Boardof Directors meetings:
17 / 17(100.00%)

Jun.
Jun.
Jun.
Oct.
Jun.

1988 Joined The Bank of Okinawa, Ltd.
2006 Branch Manager, Yonabaru Branch, The Bank of
Okinawa, Ltd.
2013 General Manager, Head Office Business Division, The
Bank of Okinawa, Ltd.
2015 General Manager, Corporate Division, Customer Service
Headquarters, The Bank of Okinawa, Ltd.
2017 Executive Officer and General Manager, Corporate
Division, Customer Service Headquarters, The Bank of
Okinawa, Ltd.
2018 Managing Director, The Bank of Okinawa, Ltd.
2021 Managing Executive Officer, the Company
2023 Senior Managing Director (Representative Director), The
Bank of Okinawa, Ltd. (to the present)
Senior Managing Director, the Company (to the present)

Number ofshares of theCompany held

2,600

shares(Significant concurrent positions)
Senior Managing Director (Representative Director), The
Bank of Okinawa, Ltd.
(Responsibility)
General Planning Division
Reasons for selection as a candidate for Director
Mr. Kazuya Iha has been involved in the corporate sales division and served as a Branch Manager, etc. of The Bank of
Okinawa, and has a wealth of operational experience. Additionally, he has demonstrated strong management capability inbank management as Managing Director from 2018, and has appropriately fulfilled his duties and responsibilities. Since his
appointment as Managing Executive Officer of the Company in 2021 and as Senior Managing Director of the Company in2023, he has appropriately fulfilled his duties and responsibilities.
In light of these achievements, the Company has judged that he can implement accurate, fair, and effective businessadministration and business operation of the Company by leveraging the experience and knowledge, and can contribute toimproving corporate value of the Group over the medium- to long-term by fostering sustainable growth of the Group, andhas selected him as a candidate for Director.

6

No.

Name
(Date of birth)

Naoko Murakami(Mar. 10, 1965)[Reelection][Female][Outside][Independent]
Term of Office:2 years (as ofconclusion of this
General Meeting of
Shareholders)3

Past experience, positions, responsibilities,
and significant concurrent positions

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

1988 Joined the NISHI-NIPPON BANK (currently THE NISHINIPPON CITY BANK, LTD.)
1991 Joined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
2001 Certified as an attorney at Okinawa Bar Association2005 Established Kokoro Law Office (to the present)
2020 President, Okinawa Bar Association
2020 Outside Corporate Auditor, The Bank of Okinawa, Ltd.
2022 Outside Director, the Company (to the present)
2023 Director, Okinawa District Office, Japan Legal Support
Center (to the present)

Number ofshares of theCompany held0

shares(Significant concurrent position)
Representative, Kokoro Law OfficeAttendance at Boardof Directors meetings:
17/ 17(100.00%)
Reasons for selection as a candidate for Outside Director and expected roles, etc.
Ms. Naoko Murakami has engaged in corporate legal affairs as an attorney. Her past engagement in public services at theprefectural and municipal government offices also attests that she has a wealth of knowledge and experience. She has
appropriately fulfilled her duties and responsibilities as Outside Corporate Auditor of The Bank of Okinawa since June 2020
and as Outside Director of the Company since 2022. Additionally, she has contributed to work style reforms, including theactive participation of women promoted by the Company.
The Company has judged that she can continue to contribute to strengthening the effectiveness of the decision-making
function and supervision function of the Board of Directors of the Company from a position independent from the
management team conducting business execution, by leveraging her wealth of experience and extensive insight. Therefore,
she has been selected as a candidate for Outside Director.
(Notes) 1. There are no special conflicts of interest between the Company and each candidate for Director.
2. Ms. Naoko Murakami is a candidate for Outside Director.
3. Liability limitation agreements with Outside Directors
To allow for Outside Directors to adequately fulfill their expected roles, the Company allows for the conclusion ofagreements with Outside Directors to limit liability for damages caused by negligence of duties, in accordance with
Article 427, Paragraph 1 of the Companies Act and Article 25 of the Articles of Incorporation. Due to the above, theCompany intends to continue the aforementioned liability limitation agreement with Ms. Naoko Murakami if her
reelection is approved.
A summary of the agreement is as follows.
 If an Outside Director is liable for damages arising in the Company due to negligence of duties, the Outside
Director shall be liable up to the minimum liability amount provided in Article 425, Paragraph 1 of the Companies
Act.
 The above limitation of liability only applies to the case where the execution of duties of an Outside Director was
conducted in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance contract to insure its Directors (including
Outside Directors) and Directors serving as Audit and Supervisory Committee Members (including Outside
Directors serving as Audit and Supervisory Committee Members). The contract covers damages in the event that
insured directors and officers assume liability for damages due to their execution of duties (However, it does notcover certain damages that correspond to certain exemption clauses stipulated on the insurance contract). The
insurance premium is borne in full by the Company. All the elected Directors will be covered by the insurance. The
term of the insurance contract is one year. At the time of renewal of the insurance, the Company plans to renew theinsurance contract with the above details.
5. Ms. Naoko Murakami is a candidate for Outside Director, and the Company intends to notify her as Independent
Director to the Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange. Furthermore, there are no matters otherthan the above to be specifically stated regarding proposals for the election of Directors as defined in Article 74 of
the Regulations for Enforcement of the Companies Act.
6. The name of Ms. Naoko Murakami is used in her professional circumstances, and her registered name is Ms.
Naoko Kinjo.

7

Proposal No. 3: Election of One (1) Director Serving as Audit and Supervisory Committee Member
Mr. Mamoru Ikei, current Director serving as Audit and Supervisory Committee Member will resign atthe conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of
one (1) Director serving as Audit and Supervisory Committee Member to fill the vacancy.
The term of office of Director serving as Audit and Supervisory Committee Member to be elected at thisMeeting shall expire at the date when the terms of office of their resigned predecessors expire pursuant to
the provision of the Articles of Incorporation of the Company.
This proposal was deliberated and reported by the Group Nomination and Compensation Advisory
Committee of the Company, and the Audit and Supervisory Committee has previously given its approval tothis proposal.
The candidate for Director serving as Audit and Supervisory Committee Member is as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,and
significant concurrent positions

Apr.
Apr.
Apr.
Apr.
Yutaka Sakima(Oct. 31, 1963)[New
candidate][Male]

1

Jun.
Jun.

Attendance at Board of Jun.
Directors meetings:
Apr.

1988 Joined The Bank of Okinawa, Ltd.
2009 Branch Manager, Nishizaki Branch, The Bank of
Okinawa, Ltd.
2011 Branch Manager, Naminoue Branch, The Bank of
Okinawa, Ltd.
2013 Branch Manager, Shintoshin Branch, The Bank of
Okinawa, Ltd.
2016 General Manager, Auditing Division, The Bank of
Okinawa, Ltd.
2018 Executive Officer and General Manager,
General Planning Division, The Bank of Okinawa,Ltd.
2021 Managing Director, The Bank of Okinawa, Ltd.
Managing Executive Officer, the Company
2024 Standing Corporate Auditor, The Bank of
Okinawa, Ltd. (to the present)

Number ofshares of the
Bank held

1,600
shares(Significant concurrent positions)Standing Corporate Auditor, The Bank of Okinawa, Ltd.
Reasons for selection as a candidate for Director
Mr. Yutaka Sakima has been involved in the auditing division and general planning division, etc. of The Bank of Okinawa,
and has a wealth of operational experience. Additionally, he has demonstrated strong management capability in bankmanagement as Managing Director from 2021. Since his appointment as Managing Executive Officer of the Company in
2021, he has appropriately fulfilled his duties and responsibilities.
In light of these achievements, the Company has judged that he can implement accurate, fair, and effective businessadministration and business operation of the Company by leveraging the experience and knowledge, and can contributeto improving corporate value of the Group over the medium- to long-term by fostering sustainable growth of the Group.
Therefore, he has been selected as a candidate for Director serving as an Audit and Supervisory Committee Member.

8

(Notes) 1. There are no special conflicts of interest between the Company and the candidate for Director.
2. The Company has entered into a directors and officers liability insurance contract to insure its Directors (including
Outside Directors) and Directors serving as Audit and Supervisory Committee Members (including Outside
Directors serving as Audit and Supervisory Committee Members). The contract covers damages in the event that
insured directors and officers assume liability for damages due to their execution of duties (However, it does notcover certain damages that correspond to certain exemption clauses stipulated on the insurance contract). The
insurance premium is borne in full by the Company. The elected Director will be covered by the insurance. The
term of the insurance contract is one year. At the time of renewal of the insurance, the Company plans to renew theinsurance contract with the above details.
3. There are no matters other than the above to be specifically stated regarding proposals for the election of Directors
as defined in Article 74-3 of the Regulations for Enforcement of the Companies Act.

9

Reference
In order to ensure objectivity and validity of Directors, the Company has elected Outside Directors such that they account forhalf of all Directors, and will endeavor to strengthen its corporate governance.
Skill matrix of the Board of Directors after the Annual General Meeting of Shareholders (planned)(Note) If the candidates listed in the notice of convocation are elected as originally proposed, the skill matrix of the Board of
Directors will be as follows:
No.

1
2

Name

Position

To be elected asGroup Nomination
ComplianceIndependent and Compensation Corporate Management Finance andand risk
Outsidemanagement
strategy
accounting
Advisory
management
Committee
MemberMasayasu Yamashiro Chairman and President
Senior Managing
Kazuya Iha
Director

●

●

●

●

●

●

IT anddigitalSpecialist
fields●●●3

Naoko Murakami

Director

4

Yutaka Sakima

Director and Audit andSupervisory Committee
Member5

Keiko Touyama

Director and Audit andSupervisory Committee
Member

●

●

●

Legal
affairs

●

●

●
●

●

●

●

Tax andlegal affairs●
Public6

Mitsuru Higa

Director and Audit andSupervisory Committee
Member●administrati●

on andintellectual
property7

Kenji Sugimoto

Director and Audit andSupervisory Committee
Member

●
●

●

●

●

Tourismrelated(Notes) 1. “Corporate management” refers to a person who has experience in corporate management at other entities
2. “Management strategy” refers to a person who has experience in medium-term management planning
3. “Finance and accounting” refers to a person who has experience in tasks related to financial statements inside oroutside the Company
4. “Compliance and risk management” refers to a person who has experience in the audit department and risk
management
5. “IT and digital” refers to a person who has experience in the IT and digital division10

Proposal No. 4: Payment of Bonuses to Directors
In consideration of business results, etc., for the fiscal year under review, the Company proposes thepayment of a total amount of 4,637,500 yen in executive bonuses for three (3) Directors (excluding Outside
Directors and Directors serving as Audit and Supervisory Committee Members) in office as of the end of the
fiscal year under review.
This proposal was determined by the Board of Directors following deliberation by the Group Nomination
and Compensation Advisory Committee of the Company, comprehensively considering the Company’s
performance and the performance, etc. of each Director, and is regarded as appropriate.
The proposal was also examined by the Audit and Supervisory Committee and the Company received an
opinion stating that there are no matters to be pointed out regarding this proposal.
Furthermore, the Company proposes that the amount to be paid to each Director be determined by the
Board of Directors.

11

Proposal No. 5: Determination of Amount and Other Details of Stock-based Compensation, Etc. to
Directors, Etc.
1. Reasons for the Proposal and for Deeming this Compensation, etc. Reasonable
The Company’s compensation for Directors (excluding Directors serving as Audit and Supervisory
Committee Members) comprises basic compensation (fixed compensation), bonuses (compensation linked tonear-term earnings), and stock-based compensation (compensation linked to long-term earnings). At the 1st
Annual General Meeting of Shareholders held on June 24, 2022, it was decided that the amount of basic
compensation (fixed compensation) for Directors (excluding Directors serving as Audit and Supervisory
Committee Members) to be paid in cash is set at one hundred million (100,000,000) yen or less per year
(twenty million (20,000,000) yen or less for Outside Directors per year) and the amount of bonuses(compensation linked to near-term earnings) is determined at annual general shareholders meetings.
Additionally, as set separate from cash compensation, stock-based compensation for Directors (excluding
those who are non-residents of Japan, Outside Directors, and Directors serving as Audit and Supervisory
Committee Members) of the Company as well as Directors (excluding those who are non-residents of Japan,
Outside Directors) and executive officers of The Bank of Okinawa, Ltd. (“Bank of Okinawa”) (excluding
those who are non-residents of Japan) (“Directors, etc. of Bank of Okinawa,” together with the directors of
the Company, the “Eligible Directors, etc.”), is stipulated in Article 2, Paragraph 3 of the Supplementary
Provision of the Articles of Incorporation. However, the Supplementary Provision will expire upon the
conclusion of this Annual General Meeting of Shareholders, and a new resolution will be required.
This proposal was determined through reports by the Group Nomination and Compensation Advisory
Committee of the Company, and was also examined by the Audit and Supervisory Committee. Then the
Company received an opinion stating that there are no matters to be pointed out regarding this proposal.
The purpose of the System is to further clarify the linkage between compensation for Eligible Directors
and the Group’s business results and to increase motivation to contribute to improvement in corporate value
over the medium- and long-term. The particulars of the proposal are considered appropriate because they arein line with the amount of compensation for directors and officers determined by the Company and thepolicy for determining the calculation method for said compensation amounts.
If the Proposal No. 2 “Election of Three (3) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)” is approved as originally proposed, the number of Directors of theCompany eligible for the System will total two (2).

2. Amount of Compensation etc. for the System and Details(1) Overview of the System
The System is a stock-based compensation system under which the Company’s shares are acquiredby a trust using the equivalent amount of compensation for Eligible Directors contributed by theCompany and Bank of Okinawa (collectively “Subject Companies”) as the source of the funds andthe Company’s shares or the cash equivalent to the proceeds from the cash conversion of theCompany’s shares (“Company’s Shares, etc.”) are delivered or paid (“Delivery, etc.”) to the Eligible
Directors. (Details are described in (2) and subsequent paragraphs.)① Eligible persons for the
Delivery, etc. of theCompany’s Shares, etc.
covered by this proposal

Directors of the Company (excluding those who are
non-residents of Japan, Outside Directors, and Directors
serving as Audit and Supervisory Committee members)
Directors (excluding those who are non-residents ofJapan and Outside Directors) and executive officers(excluding those who are non-residents of Japan) ofBank of Okinawa② Impact of the Company’s shares covered by this proposal on total shares outstanding
Maximum amount of money to be contributed
350 million yen for the target three fiscal years
by the Subject Companies (as described in (2)below)

12

Maximum number of the Company’s Shares,
etc. to be subject to Delivery, etc. to Eligible
Directors (as described in (3) below)







The total maximum number of points to be
granted to Eligible Directors in a single
fiscal year will be 27,300 points(corresponding to one share per point). For
the target period of three fiscal years, thetotal maximum number of the Company’s
shares acquired by the trust for Delivery,
etc. to Eligible Directors will be 81,900
shares
The ratio of the number of sharescorresponding to the total maximum
number of points per fiscal year that can be
granted to Eligible Directors to the total
number of the Company’s issued shares (asof March 31, 2024, after deducting thenumber of treasury shares) shall beapproximately 0.13%
The Company’s shares are intended to beacquired from the Company (disposal oftreasury shares) or the stock market③ Details of conditions for performanceachievement (as described in (3) below)

Performance shall be based on the degree ofachievement of financial targets (consolidated
ordinary income, consolidated net income,consolidated ROE, consolidated capital ratio,etc.) and ESG indicators (percentage of womenin management, CO2 emissions, etc.) every
fiscal year and shall vary

④ Timing of the Delivery, etc. of theCompany’s Shares, etc. to Eligible
Directors (as described in (4) below)

Upon the resignation of Eligible Directors(2) Maximum amount of money to be contributed by the Subject Companies
The period to be the target of the System (“Target Period”) shall be three consecutive fiscal years(the three consecutive fiscal years shall be from the fiscal year ending March 31, 2025 through tothe fiscal year ending March 31, 2027, and if the term of the trust is extended as noted below, eachsubsequent period shall be three fiscal years).
For the Target Period, the Company shall contribute trust money of a total within the maximum
amount of 350 million yen, which is a combination of money contributed by the Company andmoney contributed by the Bank of Okinawa, to an already established trust (“The Trust”) as
compensation for the Eligible Directors. The Trust shall follow the instructions of the trust manager
and acquire the Company’s shares, etc. from the Company (disposal of treasury shares) or themarket using the entrusted money. The Subject Companies shall grant points to the Eligible
Directors during the Target Period (as described in (3) below) and the Trust shall provide theCompany’s Shares, etc. for Delivery, etc.
Note that the Trust may continue after the expiry of the trust period through amendments to thetrust agreement and additional contributions made to the Trust. In such an event, the period of theTrust will be extended for only the same amount of time as this extended period and will mean the
period of the three fiscal years following the extension of the trust period. For each extended trust
period, the Subject Companies plan to make additional contributions within the maximum of a totalof 350 million yen. During the extended trust period, points shall continue to be granted to Eligible
Directors and the Trust shall continue to provide Delivery, etc. of the Company’s Shares, etc.
However, when such additional contributions are made, if there are any Company’ shares (excluding
shares equivalent to the points granted to Eligible Directors for which Delivery, etc. has not yet been
completed) and cash remains in the trust assets on the final day of the trust period prior to the13extension (“Residual Shares, etc.”), the sum of the amount of the Residual Shares, etc. and the trust
money to be additionally contributed shall be no more than 350 million yen. In the event that thetrust agreement is not revised and no additional trust money is contributed at the expiration of thetrust term, no points will be granted to Eligible Directors thereafter. However, if there are Eligible
Directors who are likely to meet the beneficiary requirements at the time of the expiration of thetrust term, the Company may extend the trust term up to ten years until the subject Eligible
Directors retire and the Delivery, etc. of the Company’s Shares, etc. is complete.
(3) Calculation method for and maximum number of the Company’s Shares, etc. to be provided fordelivery to the Eligible Directors
At a prescribed timing every year during the trust period, points in accordance with the positionof the Eligible Director during a fiscal year that ended on March 31 of the same year and points
corresponding to the degree of achievement of business results targets, etc.* will be granted. The
Company’s Shares, etc. corresponding to the total number of accumulated points granted (“Total
Number of Accumulated Points”) will be provided for Delivery, etc. at the time of resignation of
Eligible Directors.
One point shall be one Company’s share. However, in the event of a stock split, consolidation ofshares or any other such event occurs during the trust period involving the Company’s shares forwhich an adjustment of points is determined to be fair, the number of Company’s shares per point
shall be adjusted in accordance with the ratio of the stock split or consolidation of the shares.
* Points decided in accordance with the degree of achievement of financial targets (consolidated ordinary income,consolidated net income, consolidated ROE, consolidated capital ratio, etc.) and ESG indicators (percentage ofwomen in management, CO2 emissions, etc.) every fiscal year.

The total number of points to be granted to Eligible Directors during the trust period of the Trust
will be a maximum of 27,300 points in a single fiscal year. Accordingly, the total number of theCompany’s shares to be acquired by the Trust for Delivery, etc. to the Eligible Directors during the
Subject Period will be a maximum 81,900 shares. The maximum number of the Company’s shares
to be acquired by the Trust will be determined by taking into consideration the maximum amount tobe contributed to the trust as described in (2) above and with reference to past stock prices.
(4) Timing and method for Delivery, etc. of the Company’s Shares, etc. to Eligible Directors
Eligible Directors who satisfy the requirements for beneficiaries shall receive Delivery etc. of thenumber of Company’s Shares, etc. equivalent to the Total Number of Accumulated Points as
calculated as described above in (3) up until the resignation of the subject Eligible Director. At thattime, the subject Eligible Director shall receive delivery of the Company’s shares corresponding to
65% of Total Number of Accumulated Points (shares representing less than one unit will betruncated) and shall receive payment of cash equivalent to the proceeds from cash conversion
conducted for the number of shares correspondent to the remaining Total Number of Accumulated
Points.
In the event of the death of an Eligible Director while in office and who satisfies the requirements
for beneficiaries, the heir of the subject Eligible Director will receive payment of cash equivalent to
the proceeds from cash conversion, conducted within the Trust of the number of Company’s sharescorresponding to the Total Number of Accumulated Points as calculated as described above in (3).
(5) Voting Rights Concerning the Company’s Shares in the Trust
In order to ensure neutrality to management, voting rights of the Company’s shares in the Trustshall not be exercised during the term of the trust.
(6) Treatment at the end of the Trust
In the event of residual shares arising at the end of the Trust due to shortfalls in achieving
business result targets (the end of the extended period of the trust when the period of the trust isextended as described in (2) above), the subject residual shares will be acquired by the Company
from the Trust without compensation as part of initiatives for shareholder returns and will beplanned for cancellation by the Company following resolution by the Board of Directors. In theevent that there is a remaining amount of dividends related to the Company’s shares within the
Trust, the dividends are applied to proceeds for stock acquisition if the Trust is continued. However,when the Trust is closed after the expiration of the trust period, the amount will be returned to the14Company within the amount of the trust expense reserve and for any amount in excess of the trust
expense reserve, the Company plans to donate it to an organization with no conflicts of interest with
the Subject Companies and the Eligible Directors.
(7) Other details of the System
Other details concerning the System shall be determined at a meeting of the Board of Directors
each time of establishing the Trust, amending a trust agreement, or making an additional
contribution to the Trust.
For details of the System, please refer to the notification concerning the extension of the stockbased compensation system dated May 10, 2024.

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