Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the Japanese original shall prevail.

Securities Code: 8732
Date of sending by postal mail:June 1, 2023
Start date of measures for electronic provision: May 24, 2023

To our shareholders:President and Representative Director
Hideji Fukushima
MONEY PARTNERS GROUP CO., LTD.
3-2-1, Roppongi, Minato-ku, Tokyo, Japan

Notice of the 19th Ordinary General Shareholders’ Meeting
Dear Shareholders: Thank you very much for your continued support.
MONEY PARTNERS GROUP CO., LTD. (hereinafter referred to as the “Company”) announces thatthe 19th Ordinary General Shareholders’ Meeting (hereinafter referred to as the “Meeting”) will be held,
as given below.
When convening the Meeting, the Company takes measures for providing information in electronic
format, and posts the items for which measures for providing information in electronic format are to betaken on each of the following websites.
1. The Company’s website:
https://www.moneypartners-group.co.jp/ (in Japanese)(Please access the website by using the Internet address shown above, select “Investor Relations”
and click “IR Events,” and then select “General Shareholders’ Meeting.”)
2. The website of Tokyo Stock Exchange, Inc. (TSE) (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the website by using the Internet address shown above, enter the Company’s nameor the Company’s securities code, and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.”)In lieu of attending the Meeting in person, you may exercise your voting rights in writing or byelectromagnetic means (via the Internet). After examining the Reference documents for the shareholders’meeting mentioned below, you may either indicate your approval or disapproval of the proposals on thevoting rights form and return it to the Company so that it arrives by 5:30 p.m. on Thursday, June 15,2023 (JST). Or, after confirming the “Guidance on Exercising Voting Rights via the Internet” on page 7(in Japanese only), you may exercise your voting rights via the voting website designated by theCompany (https://evote.tr.mufg.jp/) (in Japanese) by the above deadline.
In addition, the Ordinary General Shareholders’ Meeting for this year will be livestreamed on the internet.
For details, please refer to page 8 (in Japanese only).
Yours very truly–1–PARTICULARS
1. DATE AND TIME

Friday, June 16, 2023
10:00 a.m. (JST) (Reception to open at 9:30 a.m.)

2. PLACE

9F Sumitomo Fudosan Roppongi Grand Tower, 3-2-1, Roppongi, Minato-ku,
Tokyo, Japan
Bellesalle Roppongi Grand Conference Center Room H(Please refer to the attached information map.) (in Japanese only)

3. AGENDA
Items to be reported:
1. Report on the Business Report and the Consolidated Financial Statements, as well as theresults of audit of the Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee for the 19th Fiscal Year (from April 1, 2022 to March 31,2023).
2. Report on the Non-Consolidated Financial Statements for the 19th Fiscal Year (from April 1,
2022 to March 31, 2023)
Items to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Seven Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3 Election of Two Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 4 Determination of Amount and Details of Short-term Performance-linked
Remuneration for Directors
END– For those who will be in attendance, we would like to ask that you submit the enclosed voting rights
form at the reception desk.
– If revisions to the items subject to measures for electronic provision arise, a notice of the revisions
and the details of the items before and after the revisions will be posted on the Company’s website
and the TSE website.
– Among the items subject to measures for electronic provision, Notes to Consolidated Financial
Statements and Notes to Non-consolidated Financial Statements are not provided in this Notice inaccordance with laws and regulations and Article 15 of the Company’s Articles of Incorporation.
Accordingly, the documents provided with this Notice are one part of the Consolidated Financial
Statements and the Non-consolidated Financial Statements audited by the Audit and Supervisory
Committee in preparing their audit report and by the Accounting Auditor in preparing its audit report,
respectively.
– Note that, for the Meeting, paper-based documents (this Notice) stating items subject to measures forelectronic provision, excluding the above items, will be delivered to all shareholders regardless ofwhether they have made a request for delivery of such documents.
– If you indicate neither your approval or disapproval to each proposal on the voting rights form when
exercising voting rights in writing (by mail), the Company will deem that you indicated your approvalof the proposal.
– If you exercise your voting rights by proxy, you may designate one other shareholder holding voting
rights of the Company to attend the meeting. Please note, however, that it is necessary to submit adocument evidencing the authority of proxy.
– There will be no souvenirs or snacks available on the day of the Meeting. There will also be nocompany information session held.

–2–

Reference documents for the shareholders’ meeting
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company has given comprehensive consideration to matters including the consolidated businessperformance of the current fiscal year and business environment, and it proposes to pay year-end
dividends for the 19th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥9.00 per common share of the Company.
In this event, the total dividends will be ¥293,396,391.
Accordingly, the annual dividend per share for the fiscal year will total ¥12.75 per share.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 19, 2023.

–3–

Proposal No. 2: Election of Seven Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
The terms of office of all six Directors (excluding Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this Meeting. Therefore, in orderto enhance the Company’s management structure, the Company proposes to increase the number of
Directors by one and elect seven Directors, including two new appointments.
With respect to this Proposal, the Audit and Supervisory Committee considers that all the candidates
for Directors are suitable.
The candidates for Director are as follows:

Candidates for Director
Candidate
No.
1

Attribute information

Name
Hideji Fukushima

2

Naohiro Sato

3

Katsuki Shiramizu

4

5
6
7

Candidate for Director
to be newly elected

Candidate for Director
to be newly elected
Candidate for outside
Director
Candidate for outside
Director

Rie Kajikawa

Masumi Uruno

Current Position and Responsibilities in the
Company, etc.
President and Representative Director
Director
CCO and Manager of Legal ComplianceDepartment
Director
CIO and Manager of IT Management
Department
Director and Manager of Sales Department of
MONEY PARTNERS CO., LTD.
(in charge of Sales Division, Cryptoassets
Division, Investment Information Division,
Marketing Division, CS Promotion Division,
Account Service Division, and Foreign
Currency Service Sales Division)
Manager of Business Management Department
and Manager of Human Resources Department

Hisato Kogawa

Outside Director

Hiroyuki Takai

Outside Director–4–Candidate
No.

Name
(Date of birth)

Hideji Fukushima(June 22, 1954)

1<Attendance at theBoard of Directors
meetings>
17/17 times (100.0%)

Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1978
Joined The Tokyo Tanshi Co., Ltd.
December 1978 Seconded to TOKYO FOREX, Inc.
March 1998
Seconded to THE ALMA MATER FUND
LP
March 2000
Seconded to Totan Derivatives Co., Ltd.,
Head of Planning and Coordination
Department
March 2001
Seconded to TRADERS SECURITIESCO., LTD., Managing Director
June 2002
Executive Officer of E-System Corporation
April 2003
Managing Director of TRADERS
SECURITIES CO., LTD.
June 2005
Executive Managing Director of
TRADERS SECURITIES CO., LTD.
July 2006
Adviser of the Company
August 2006
Executive Officer of the Company
August 2006
Executive Managing Director of theCompany
September 2006 Director of MONEY PARTNERS
SOLUTIONS Co., LTD
1,022,600
March 2008
Senior Managing Director of the Company
sharesMay 2008
Senior Managing Director of MONEY
PARTNERS PREPARATORY CO., LTD.
(Currently MONEY PARTNERS CO.,LTD.)
June 2013
Director of MONEY PARTNERS CO.,LTD.
June 2013
Director of the Company
June 2014
Senior Managing Director of the Company
April 2017
Senior Managing Director and Division
Manager of Sales Division of MONEY
PARTNERS CO., LTD.
July 2018
Senior Managing Director of MONEY
PARTNERS CO., LTD.
July 2019
Director of COINAGE, Inc.
November 2020 President and Representative Director of
the Company (current position)
November 2020 President and Representative Director of
MONEY PARTNERS CO., LTD. (current
position)
November 2020 CEO, and President and Representative
Director of COINAGE, Inc.

[Reasons for nomination as candidate for Director]
Mr. Hideji Fukushima has abundant knowledge and experience in Interbank. Since assuming theposition of Director of the Company in 2006, he has served as Managing Director from the same year
till 2008, as Senior Managing Director from 2008 to 2013 and from 2014 till November 2020, and as
Representative Director since November 2020, responsible for the overall management of theCompany. Therefore, the Company has judged that he is capable of appropriately fulfilling duties as
Director in the future as well.

–5–CandidateNo.

2Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1985
Joined Kashii Housing Equipment Co.,
Ltd.
October 1991
Joined HOXIN Commodities Co., Ltd.,
General Manager of Corporate Planning
Division
June 2005
Director of the Company
June 2005
Resigned Director of the Company
July 2005
Executive Officer, and General Manager ofthe Marketing Department, of theCompany
September 2005 Executive Officer, and Head of Corporate
Planning Division, of the Company
November 2005 Director, and Head of Corporate Planning
Division, of the Company
March 2008
Managing Director, and Head of Corporate
Planning Division, of the Company
April 2008
Executive Managing Director of theCompany
May 2008
Managing Director of MONEY
Naohiro Sato
PARTNERS PREPARATORY CO., LTD.
(November 14, 1959)(Currently MONEY PARTNERS CO.,LTD.)
303,500 shares<Attendance at the
June
2011
Managing
Director and Internal Control
Board of Directors
Manager of MONEY PARTNERS CO.,meetings>
LTD.
17/17 times (100.0%)
June 2011
Managing Director and Manager of Legal
Compliance Department of the Company
June 2013
Director and Internal Control Manager of
MONEY PARTNERS CO., LTD.
June 2013
Director and Manager of Legal
Compliance Department of the Company
July 2018
Director and Internal Control Manager, andManager of Internal Control Department of
MONEY PARTNERS CO., LTD.
December 2020 Managing Director and Internal Control
Manager, and Manager of Internal
Control Department of MONEY
PARTNERS CO., LTD.
June 2021
Director and CCO, and Manager of Legal
Compliance Department of the Company(current position)
April 2023
Managing Director and Internal Control
Manager of MONEY PARTNERS CO.,LTD. (current position)
Name(Date of birth)[Reasons for nomination as candidate for Director]
Mr. Naohiro Sato has abundant knowledge and experience related to Legal & Compliance. Sinceassuming the position of Director of the Company in 2005, he has served as Managing Director from2008 till 2013, and been in charge of the Legal Compliance Department from 2011 to now,
responsible for the overall management of the Company. Therefore, the Company has judged that heis capable of appropriately fulfilling duties as Director in the future as well.

–6–

Candidate
No.

3Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1984
Joined Digital Equipment Corporation
Japan
April 1992
Joined Japan Lease Auto Co., Ltd.
June 1994
Transferred to Japan Leasing Information
Systems Co., Ltd.
April 1998
Joined GE Fleet Services Co., Ltd.
February 2000 Joined GMAC CM Japan
February 2006 Joined the Company, General Manager of
IT Management Division
February 2006 Executive Officer, and General Manager of
IT Management Division, of the Company
September 2006 Director of MONEY PARTNERS
SOLUTIONS Co., LTD
November 2006 Executive Officer and CIO, and General
Manager of IT Management Division of
the Company
March 2008
Director and CIO, and General Manager of
IT Management Division of the Company
April 2008
Director and CIO of the Company
May
2008
Director of MONEY PARTNERS
Katsuki Shiramizu
PREPARATORY CO., LTD. (Currently(June 19, 1961)
MONEY PARTNERS CO., LTD.)
October2008
Directorand CIO, and General Manager of 120,000 shares<Attendance at theIT
Management
Department of theBoard of Directors
Company (current position)
meetings>
Director and CIO of MONEY PARTNERS
17/17 times (100.0%) October 2008
CO., LTD.
June 2011
Director, CIO, and COO of MONEY
PARTNERS CO., LTD.
June 2013
Director of MONEY PARTNERS CO.,LTD.
July 2013
Director and General Manager of Sales
Division of Overseas Financial
Corporation of MONEY PARTNERS Co.,LTD
July 2014
Managing Director, General Manager of
Dealing Department, and General Manager
of Sales Division of Overseas Financial
Corporation of MONEY PARTNERS Co.,LTD
July 2015
Managing Director of MONEY
PARTNERS CO., LTD.
July 2019
Director and CIO of COINAGE, Inc.
October 2021
President and Representative Director of
MONEY PARTNERS SOLUTIONS Co.,
LTD (current position)
Name(Date of birth)[Reasons for nomination as candidate for Director]
Mr. Katsuki Shiramizu has abundant knowledge and experience related to systems & IT technologies.
Since assuming the position of Director of the Company in 2008, he has served as Director and CIO
to date and has been responsible for the overall management of the Company. Therefore, theCompany has judged that he is capable of appropriately fulfilling duties as Director in the future as
well.

–7–

Candidate
No.

Name
(Date of birth)[Newly Elected]
Rie Kajikawa(June 8, 1967)

4<Attendance at theBoard of Directors
meetings>–

Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1991
Joined Yamaichi Securities Co., Ltd.
September 2001 Joined Societe Generale Securities Japan
LimitedFebruary 2002 Joined TRADERS SECURITIES CO.,LTD.
July 2005
Operating Officer of TRADERS
SECURITIES CO., LTD.
19,800December 2006 Joined MONEY PARTNERS CO., LTD.,
sharesManager of CS Promotion Department
June 2018
Director and Manager of CS Promotion
Department of MONEY PARTNERS CO.,LTD.
June 2021
Director and Manager of Sales Departmentof MONEY PARTNERS CO., LTD.
(current position)[Reasons for nomination as candidate for Director]
Ms. Rie Kajikawa has abundant knowledge and experience related to sales at securities companies,
and she has been responsible for the management of the Company’s subsidiary MONEY
PARTNERS CO., LTD. since she assumed the position of Director in 2018, so the Company expects
that she will be able to contribute to further enhancement of its management structure. Therefore, theCompany has judged that she is suitable for Director.

–8–

Candidate
No.

Name
(Date of birth)[Newly Elected]
Masumi Uruno(April 30, 1978)

5<Attendance at theBoard of Directors
meetings>–

Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
March 2006
Joined SEGA SAMMY HOLDINGS INC.
March 2009
Joined HoriPro Inc.
November 2012 Joined S.T. CORPORATION
January 2016
Joined Japan Medical BusinessCorporation
April 2017
Joined LIFULL Co., Ltd.
January 2018
Joined Next Currency Co., Ltd.
July 2018
Head of Management Department andHead of Legal Affairs & Compliance
4,100 sharesGroup of Next Currency Co., Ltd.
February 2019 Joined MONEY PARTNERS CO., LTD.
June 2021
Director and CFO, and Manager ofBusiness Management Department of
MONEY PARTNERS CO., LTD. (current
position)
July 2021
Manager of Business Management
Department and Manager of Human
Resources Department of the Company(current position)[Reasons for nomination as candidate for Director]
Mr. Masumi Uruno has abundant knowledge and experience related to companies’ management
divisions, and he has been responsible for the management of the Company’s subsidiary MONEY
PARTNERS CO., LTD. since he assumed the position of Director in 2021, so the Company expects
that he will be able to contribute to further enhancement of its management structure. Therefore, theCompany has judged that he is suitable for Director.

–9–Candidate
No.

6Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1981
Joined SUMITOMO LIFE INSURANCECOMPANY
October 2004
General Manager of Research & Public
Relations Dept. of SUMITOMO LIFE
INSURANCE COMPANY
April 2009
Executive Officer and General Manager ofResearch & Public Relations Dept. of
SUMITOMO LIFE INSURANCECOMPANY
September 2010 Executive Officer, and General Manager ofFinancial Corporation Dept. of
SUMITOMO LIFE INSURANCECOMPANY
Hisato Kogawa
March
2012
Executive
Officer, and General Manager of(January 14, 1959)
Internal Audit and Planning Dept. of<Attendance at the
SUMITOMO LIFE INSURANCE̶
Board of Directors
COMPANY
meetings>
April 2013
Managing Executive Officer of
13/13 times (100.0%)
SUMITOMO LIFE INSURANCECOMPANY
June 2014
Managing Executive Officer and General
Manager of General Corporate Division 2of SUMITOMO LIFE INSURANCECOMPANY
July 2015
Managing Executive Officer of
SUMITOMO LIFE INSURANCECOMPANY
July 2019
Special Advisor of SUMITOMO LIFE
INSURANCE COMPANY (part-time)
June 2022
Outside Director of the Company (current
position)
Name(Date of birth)[Reasons for nomination and overview of expected role]
Mr. Hisato Kogawa has abundant management experience and deep insight in the field offinance, such as by serving as Managing Executive Officer of SUMITOMO LIFE
INSURANCE COMPANY. The Company expects that he will be able to enhance its
corporate value by utilizing his experience and knowledge in supervising and advising the
Directors in the execution of their duties. Therefore, the Company nominates him as a
candidate for outside Director.

– 10 –

Candidate
No.

Name
(Date of birth)

Hiroyuki Takai(January 6, 1958)

7<Attendance at theBoard of Directors
meetings>
12/13 times (92.3%)

Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1980
Joined Sumitomo Corporation
March 2003
General Manager of Commodity Business
Department of Sumitomo Corporation
April 2007
Corporate Officer, and Deputy Executive
General Manager of Finance Division, of
Sumitomo Corporation
April 2008
Corporate Officer, and General Manager ofFinance Division, of Sumitomo
Corporation
April 2011
Corporate Officer, and General Manager of̶Energy Division, of Sumitomo Corporation
June 2013
President and CEO of Sumitomo
Corporation Global Research Co. Ltd.
April 2014
Executive Officer of Sumitomo
Corporation
April 2018
Adviser of Sumitomo Corporation, andGeneral Manager of Washington Office of
Sumitomo Corporation of Americas
June 2022
Outside Director of the Company (current
position)[Reasons for nomination and overview of expected role]
Mr. Hiroyuki Takai has abundant management experience and deep insight pertaining to financial
business, such as by serving as Executive Officer in Sumitomo Corporation. The Company expects
that his experience and expertise in supervising and advising the Directors in the execution of theirduties will lead to an improvement in the corporate value of the Company. Therefore, the Company
nominates him as a candidate for outside Director.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurancecompany. A summary of the details of this insurance contract appears in Business Report “2. (3) (iii)
Outline of Directors and Officers Liability Insurance Policy” (on page 38 [in Japanese only]), as
stipulated in Article 430-3, paragraph (1) of the Companies Act. If the appointment of candidates for
Director is approved, the Directors will be included in the insured covered under this insurance
contract. In addition, the Company plans to renew this insurance contract under the same conditions
at the next renewal.
3. Mr. Hisato Kogawa and Mr. Hiroyuki Takai are candidates for outside Director.
4. Mr. Hisato Kogawa and Mr. Hiroyuki Takai are currently outside Directors of the Company, and at
the conclusion of the Meeting, their tenures will have been one year.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, with Mr. Hisato
Kogawa and Mr. Hiroyuki Takai, the Company has entered into a limited liability agreement to limit
their liability for damages under Article 423, paragraph (1) of the Act to the minimum liability amountprovided for under laws and regulations. If the reelection of them is approved, the Company plans torenew the aforementioned agreements with them.
6. Furthermore, Mr. Hisato Kogawa and Mr. Hiroyuki Takai satisfy the requirements for independent
officers as provided for by Tokyo Stock Exchange, Inc., and the Company plans to submit notification
to the aforementioned exchange concerning their designation as independent officers.

– 11 –

Proposal No. 3: Election of Two Directors Who Are Audit and Supervisory
Committee Members
The terms of office of Directors Mr. Hiroshi Nemoto and Mr. Kenji Kawahigashi will expire at theconclusion of this meeting. In that regard, the Company proposes the election of Two Directors who
are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:

Candidates for Director who is an Audit and Supervisory Committee Member
Candidate
No.
1
2

Attribute information
Candidate for outside
Director
Candidate for outside
Director

Name
Hiroshi Nemoto
Kenji Kawahigashi– 12 –

Current Position and Responsibilities at theCompany
Outside Director (Part-time Audit andSupervisory Committee Member)
Outside Director (Part-time Audit andSupervisory Committee Member)

Candidate
No.

Name
(Date of birth)

Hiroshi Nemoto(September 2, 1956)

1<Attendance at theBoard of Directors
meetings>
17/17 times (100%)Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1979
Joined Chuo Audit Corporation
March 1982
Registered as Certified Public Accountant
October 1992
Partner of ChuoAoyama Audit Corporation
July 2005
Representative Partner of Clifix certified
public tax accountant’s corporation
June 2006
Outside Corporate Auditor of KISCO
LTD. (current position)
January 2015
Senior Advisor of Clifix certified public
tax accountant’s corporation (current̶position)January 2015
Head of Nemoto Certified Public
Accountant Office (current position)
June 2019
Outside Director (Audit and Supervisory
Committee Member) of the Company(current position)
June 2019
Auditor of MONEY
PARTNERS CO., LTD.
September 2019 Outside Director of KOZO KEIKAKUENGINEERING Inc. (current position)[Reasons for nomination and overview of expected role]
The Company has nominated Mr. Hiroshi Nemoto as a candidate for Outside Director because hepossesses accounting expertise. He is expected to provide excellent auditing services andsophisticated advice relating to finance and accounting thanks to his professional ethics and specialist
abilities as a Certified Public Accountant, so while he has not been involved in company management
except as an outside officer, the Company considers that he will appropriately fulfill his duties as a
Director who is an Audit and Supervisory Committee Member.

– 13 –

Candidate
No.

Name
(Date of birth)

Kenji Kawahigashi(May 3, 1964)<Attendance at theBoard of Directors
meetings>
17/17 times (100%)2

Career summary, and Current Position and Responsibilities Number of thein the Company
Company’s(Significant concurrent positions outside the Company)
shares owned
April 1990
Registered as Attorney
Joined Anderson Mori
April 1990
January 1997
Acquired New York State Attorney
Qualification
December 2000 Joined Morgan Stanley Japan Limited andMorgan Stanley Asset & Investment TrustManagement Co. Limited
June 2002
Inspector of Securities and Exchange
Surveillance Commission, Financial
Services Agency
̶April 2003
Partner of Asahi Koma Law Offices
July 2005
Partner of Clifford Chance
May 2008
Partner of Keiwa Sogo Law Offices(current position)
June 2019
Outside Director (Audit and Supervisory
Committee Member) of the Company(current position)
June 2019
Auditor of MONEY
PARTNERS CO., LTD. (current position)[Reasons for nomination and overview of expected role]
The Company has nominated Mr. Kenji Kawahigashi as a candidate for Outside Director because hepossesses legal expertise and abundant experience in financial legal affairs, given the duties he has
performed as an inspector at the Securities and Exchange Surveillance Commission of the Financial
Services and as an in-house counsel at a major investment bank. He is expected to provide excellent
auditing services and sophisticated legal advice thanks to his professional ethics and specialist
abilities as an Attorney, so while he has not been involved in company management except as an
outside officer, the Company considers that he will appropriately fulfill his duties as a Director who is
an Audit and Supervisory Committee Member.
Note:

1.

2.
3.

4.

5.

6.

The Company holds a consulting agreement with Clifix certified public tax accountant’s corporation,
to which Mr. Hiroshi Nemoto belongs. There is no special interest between Mr. Kenji Kawahigashi
and the Company.
Mr. Hiroshi Nemoto and Mr. Kenji Kawahigashi are candidates for outside Director.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, with Mr. Hiroshi
Nemoto and Mr. Kenji Kawahigashi, the Company has entered into a limited liability agreement that
limits their liability for damages under Article 423, paragraph (1) of the Act to the minimum liability
amount provided for under laws and regulations. If the reelection of them is approved, the Company
plans to renew the aforementioned agreements with them.
The Company has concluded a directors and officers liability insurance contract with an insurancecompany. A summary of the details of this insurance contract appears in Business Report “2. (3) (iii)
Outline of Directors and Officers Liability Insurance Policy” (on page 38 [in Japanese only]), as
stipulated in Article 430-3, paragraph (1) of the Companies Act. If this Proposal is approved, theDirectors will be included in the insured covered under this insurance contract. In addition, theCompany plans to renew this insurance contract under the same conditions at the next renewal.
Mr. Hiroshi Nemoto and Mr. Kenji Kawahigashi are currently outside Directors who are Audit andSupervisory Committee Members of the Company, and at the conclusion of the Meeting, theirtenures will have been four years. Mr. Kenji Kawahigashi is also currently an officer (auditor) who
does not execute business of MONEY PARTNERS CO., LTD., a subsidiary of the Company.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Hiroshi Nemotoand Mr. Kenji Kawahigashi have been designated as independent officers as provided for by the
aforementioned exchange. The Company plans to submit notification to the aforementioned– 14 –

exchange concerning their designations as independent officers conditional upon the approval of this
proposal.

– 15 –

[Reference] Skills matrix of Directors
Composition of Directors and skills matrix of them each if Proposal No. 2 and Proposal No. 3 isapproved and adopted as originally proposed at this Meeting is as follows.
The following skills matrix marks the main skills expected of each person. Note that this does not
represent all the knowledge and experience possessed by each person.

Naohiro Sato

Director and CCO, andManager of Legal
ComplianceDepartment●●

Katsuki Shiramizu

Director and CIO, andManager of IT
Management
Department●●

Hisato Kogawa

Independent Outside
Director●●●

Hiroyuki Takai

Independent Outside
Director

●

●

●

●

Shigeru Momose

Full-time Audit andSupervisory
Committee Member
Independent Outside
Director

●

●

●

●

Hiroshi Nemoto

Audit and Supervisory
Committee Member
Independent Outside
Director●

Audit and Supervisory
Committee Member
Kenji Kawahigashi
Independent Outside
Director●

HideakiMatsumoto

Audit and Supervisory
Committee Member
Independent Outside
Director

Rie Kajikawa
Masumi Uruno

●

●

●

●

●

●

●

●

●

●

●

●

Director●●

Director●– 16 –●

Sustainability●

GlobalCompetency●

IT & Technology

Sales & Marketing●

HR & Personnel
Development

Finance

President andRepresentative
Director

Legal & Risk
Management

Corporate
management

Hideji Fukushima

Corporate
Planning &Financial
Accounting &Administration

Title

Name

●

●

●

●

●

Proposal No. 4: Determination of Amount and Details of Short-term
Performance-linked Remuneration for Directors
It was resolved at the 11th Ordinary General Shareholders’ Meeting held on June 14, 2015 that theamount of remuneration for Directors of the Company (excluding Directors who are Audit andSupervisory Committee Members) is “not exceeding ¥350 million per year as fixed remuneration.” In
addition to this, to enhance an incentive to business development of Directors and aim to further enhancebusiness performance, the Company was approved at the same time for introduction of a performancelinked remuneration for each fiscal year separately from the fixed remuneration.
The specific details of the performance-linked remuneration will be discussed at the General
Shareholders’ Meeting each fiscal year in order to ensure maximum effectiveness as an incentive. For
the 20th fiscal year, the Company proposes to implement performance-linked remuneration as follows.
The Company believes that performance-linked remuneration is appropriate as compensation for
Directors and Executive Officers, as it motivates Directors to improve their performance, and they arecompensated according to the degree of their performance.
In addition, if Proposal No. 2 is approved as originally proposed, the number of Directors (excluding
Directors who are Audit and Supervisory Committee Members) will be seven (including two outside
Directors). Therefore, the number of Directors subject to this proposal will be five, in accordance with
(4) below.
[Details of the performance-linked remuneration to be discussed at this meeting](1) Applicable period
The 20th fiscal year (from April 1, 2023 to March 31, 2024) shall be the Applicable Period.
(2) Method of calculating the total amount to be paid
As the basis of calculation, the amount obtained by deducting ¥1 billion from the Group’s
consolidated ordinary income (A) shall be multiplied by 2.0% to determine the total amount of
performance-linked remuneration to be paid. However, the amount less than ¥1 million shall be
rounded down, and its aggregate amount shall not exceed ¥100 million.
Total amount of performance-linked remuneration to be paid = ((A) - ¥1 billion) x 2.0%
(3) Conditions for paymenti) It will not be paid when either consolidated operating income or net income attributable toowners of parent posts a loss.
ii) It will not be paid when neither the interim dividend nor the year-end dividend is paid.
(4) Method of distributing to each Director
Distribution to each Director eligible for payment of the total amount to be paid shall be leftentirely up to the Board of Directors. However, no payment shall be made to Directors who are
Audit and Supervisory Committee Members or outside Directors.
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