This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Securities Code: 6924
June 6, 2017

To Our Shareholders:
1-4-16, Nihonbashi-bakurocho, Chuo-ku, Tokyo

IWASAKI ELECTRIC CO., LTD.
Yoshitake Ito,
President and Chief Executive Officer

Notice of the 102nd Ordinary General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 102nd Ordinary
General Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
in writing. We kindly request you to read the following Reference Document for theOrdinary General Meeting of Shareholders, indicate “for” or “against” on each agenda itemon the voting form enclosed herewith, and return it no later than 5:20 p.m., June 27, 2017
(Tuesday).
Sincerely yours,

1.

Date:

10:00 a.m., June 28 (Wednesday), 2017

2.

Venue:

3rd Floor, Convention Hall, SUNRISE Bldg.
11-12, Nihonbashi-Tomizawacho, Chuo-ku, Tokyo

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:
Agenda No. 5:

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Audit & Supervisory
Board for the 102nd business period (April 1, 2016 to
March 31, 2017)
The non-consolidated financial statements for the 102ndbusiness period (April 1, 2016 to March 31, 2017)

Appropriation of Retained Earnings
Consolidation of Shares
Election of Eight (8) Directors
Election of One (1) Audit & Supervisory Board Member
Election of One (1) Substitute Audit & Supervisory Board
Member-1-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

4.

Disclosure by the Internet:
Of the documents to be provided with this notice, the Notes to the Consolidated Financial
Statements and the Notes to the Non-Consolidated Financial Statements are not provided in
the documents with this notice because they have been posted on the Company’s website(http://www.iwasaki.co.jp/), pursuant to the provisions of applicable laws and regulations
and Article 14 of the Articles of Incorporation.
The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated
Financial Statements were audited as part of the consolidated financial statements andnon-consolidated financial statements when the Accounting Auditor and Audit &Supervisory Board Members prepared the Audit Report.

◎

When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue. If there are any revisions to the Reference Document for theOrdinary General Meeting of Shareholders, the business report, and/or the non-consolidated
and the consolidated financial statements, such revisions will be listed on the Company’s
website. (URL: http://www.iwasaki.co.jp/)◎

At the venue of the Meeting, we will save energy by adjusting the air conditioning andlighting, while wearing light clothing (cool biz, a campaign of the Japanese government).
Shareholders are kindly asked to be lightly dressed as well.

-2-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Reference Document for the Ordinary General Meeting of Shareholders
Agenda No. 1: Appropriation of Retained Earnings
The dividend policy of the Company aims for the continued and stable payment of dividends
as the basic principle. Hence, we determine dividends by considering earnings and thebusiness conditions of the fiscal year under review, while taking into account the internal
reserves needed in preparation for business development in the future.
We propose the year-end dividend for the fiscal year under review as follows.
Year-end Dividend
1)Type in which dividends are paid
Cash payment

2)3)

Allocation of dividends and total amount of dividends
Common share of the Company

4 yen per common share

The total amount of dividends

312,632,980 yen

Effective date on which dividends are disbursed from retained earnings
June 29, 2017.

-3-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 2: Consolidation of Shares
1. Reason for the consolidation of shares
Japan’s securities exchanges have announced the “Action Plan for Consolidating Trading
Units,” with the aim of standardizing the trading unit for common shares of all listedcompanies in Japan at 100 shares per unit. Intending to follow this direction, as an enterpriselisted on the Tokyo Stock Exchange, the Company has decided to change the number ofshares in a trading unit of the Company from 1,000 shares to 100 shares through theresolution at the meeting of the Board of Directors on May 18, 2017.
In conjunction with this change, the Company will implement the consolidation of 10 shares
into one share, and the change in the total number of authorized shares from the current
239,000,000 shares to 23,900,000 shares in proportion to the ratio of the share consolidation,with the assurance of maintaining the range of an investment unit level (at least 50,000 yen
to less than 500,000 yen) which the securities exchanges desire, and having no impact on thenumber of voting rights of shareholders.
The above change in the number of shares in a trading unit will take effect on October 1,
2017, provided that this Agenda is approved as originally proposed.
2. Ratio of consolidation
The Company proposes the consolidation of 10 shares of its common stock to one share. If a
fraction of less than one share is created because of the share consolidation, such fractional
shares will be disposed of together, in accordance with the provision of Article 235, theCompanies Act, and the proceeds will be distributed to shareholders in proportion to thenumber of fractional shares which they owned.
3. Effective date of the share consolidation
October 1, 2017
4. Total number of authorized shares on the effective date
23,900,000 shares<Reference>
Provided that this Agenda is approved by shareholders, the amendment in the provision of
the Articles of Incorporation pertaining to the total number of authorized shares is deemed tohave been approved, in accordance with the provisions of Article 182, Paragraph 2 of theCompanies Act, without obtaining a resolution through a meeting of shareholders on thepartial amendment of the Articles of Incorporation. In addition, the provision of the Articles
of Incorporation pertaining to the number of shares of a trading unit will be amended, in
accordance with the provisions of Article 195, Paragraph 1 of the Companies Act, throughthe resolution at the meeting of the Board of Directors on May 18, 2017.
The amendment on the Articles of Incorporation will take effect on October 1, 2017, and thecontents are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation

Proposed amendments-4-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

(Total number of authorized shares)(Total number of authorized shares)

Article 5
The total number of authorized Article 5 The total number of authorizedshares of the Company shall be 239,000,000 shares of the Company shall be 23,900,000
shares.
shares.
(Number of shares in a trading unit, etc.)(Number of shares in a trading unit, etc.)

Article 7
The Company shall set 1,000
shares as the number of shares in a trading
unit, and voting rights at shareholders’meetings shall be one voting right per one
trading unit, unless laws and ordinances
stipulate no voting rights.

Article 7
The Company shall set 100
shares as the number of shares in a trading
unit, and voting rights at shareholders’meetings shall be one voting right per one
trading unit, unless laws and ordinances
stipulate no voting rights.

(the provisions of the Article omitted (the current provisions of the Article
hereinafter)
continue hereinafter)

Agenda No. 3: Election of Eight (8) Directors
The terms of office of all eight (8) Directors will expire at the close of this General Meetingof Shareholders. Accordingly, we request the election of eight (8) Directors (two of whom
are Outside Directors).
The candidates for Directors are as follows.
Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1970

Joined the Company

Director and General Manager of Light
Source Department
July 2007
Director in charge of Light Source
Department and General Manager of
Bunya Watanabe
Manufacturing Division(February 10, June 2008
Managing Director and General Manager
1948)
of Manufacturing Division
Reappointment April 2009 Managing Director[Attendance at the Board
81,000 shares
President and Chief Executive Officer
of Directors meetings April 2010
during the fiscal year
April 2016 Chairman (current position)
under review]
14 times[Reason for selecting him as a candidate for Director]
out of 14 meetings
He has abundant experience and track records as a(100.0%)manager, having assumed the positions of Director in
2003, President and Chief Executive Officer in 2010, andChairman in April 2016. We have judged that, byutilizing such experience and knowledge, he would becapable of contributing to further improving corporate
value of the Company.
June 2003

1-5-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

2

Name
(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned

April 1983 Joined the Company
October 2002 Group Leader of Sales Planning Group,
Sales Management Department, Domestic
Sales Business Division
April 2006 General Manager of Sales Management
Department, Domestic Sales Business
Division
July 2007
General Manager of Corporate Planning
Department, Administration Division
June 2012
Executive Officer and General Manager of
Administration Division
October 2012 Executive Officer and General Manager of
Yoshitake Ito
Administration Division and General(May 11, 1958)
Affairs Division
Reappointment April 2013 Executive Officer and General Manager of[Attendance at the Board
Applied Optics Business Divisionof Directors meetings
21,000 shares
during the fiscal year April 2015
Senior Executive Officer and General
under review]
Manager of Applied Optics Business
14 times
Divisionout of 14 meetings(100.0%)June 2015
Director, Senior Executive Officer, andGeneral Manager of Applied Optics
Business Division
April 2016 President and Chief Executive Officer(current position)[Reason for selecting him as a candidate for Director]
He assumed the position of President and Chief
Executive Officer in April 2016, after working in thesales division, and the management divisions including
the corporate planning division and the applied optics
business division. We have judged that, by utilizing his
experience and knowledge, he would be capable ofcontributing to management of the Company.

-6-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1980
April 2005

3

Joined the Company
Manager of Saitama Sales Office,Kita-Kanto Block, Domestic Sales
Business Division
June 2008
General Manager of Sales Management
Department, Sales Division
April 2009 General Manager of Domestic Sales
Department
June 2011
Director and General Manager ofDomestic Sales Department
April 2012 Director and General Manager ofDomestic Sales & Marketing Division
June 2012
Director, Executive Officer, and General
Manager of Domestic Sales & Marketing
Yoshimasa Kida
Division(September 7,
DecemberDirector, Executive Officer, General
1956)
Manager of Domestic Sales & Marketing
Reappointment 2013
Division, and President and Chief[Attendance at the Board
37,000 sharesof Directors meetings
Executive Officer of LIGHT CUBE CO.,during the fiscal year
LTD.
under review]
14 times
April 2014 Director, Executive Officer, and Generalout of 14 meetings
Manager of Domestic Sales & Marketing(100.0%)
Division
April 2015 Director in charge of Sales
June 2016
Director in charge of General Affairs
Division and Sales
April 2017 Director, Senior Executive Officer,
General Manager of Lighting Solution
Business Division (current position)[Reason for selecting him as a candidate for Director]
He has abundant business experience through many yearsof engagement in the sales division, and is well versed inbusiness. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontinuing to make contributions to management of theCompany.

-7-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1977
April 2005

4

Joined the Company
General Manager of Corporate
Management Department, Corporate
Planning Office
April 2007 General Manager of Manufacturing
Planning Department
August 2010 General Manager of Manufacturing
Planning Department, and President andChief Executive Officer of TSUKUBAIWASAKI CO., LTD.
June 2011
President and Chief Executive Officer of
TSUKUBA IWASAKI CO., LTD.
June 2011
Director of the Company and President
and Chief Executive Officer of
TSUKUBA IWASAKI CO., LTD.
April 2012 Director and General Manager of
Manufacturing Planning Division of theCompany, and President and Chief
Kazuo Saotome
Executive Officer of TSUKUBA(July 23, 1958)
IWASAKI CO., LTD.
Reappointment
Director and General Manager of[Attendance at the Board May 2012of Directors meetings
27,000 shares
Manufacturing Planning Division of theduring the fiscal year
Company
under review]
14 times
June 2012
Director, Executive Officer, and Generalout of 14 meetings
Manager of Manufacturing Planning(100.0%)
Division
April 2013 Director, Executive Officer, General
Manager of Manufacturing Planning
Division, and General Manager of Saitama
Plant
April 2015 Director in charge of manufacturing andGeneral Manager of Saitama Plant
April 2017 Director, Senior Executive Officer, Sales& Marketing Business Unit (current
position)[Reason for selecting him as a candidate for Director]
He has a wealth of business experience through his
career in the manufacturing division following that in thecorporate management division, and is well versed in thebusinesses. We have judged that, by utilizing his
experience and knowledge, he would be capable ofcontinuing to make contributions to management of theCompany.

-8-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
June 1990
April 2002

April 2009
June 2011
April 2012
Masanori Kato
(October 19, April 2013
1959)
Reappointment June 20135

[Attendance at the Boardof Directors meetings
during the fiscal year April 2015
under review]
14 timesout of 14 meetings
April 2017(100.0%)Joined The Dai-Ichi Kangyo Bank, Ltd.
Assistant General Manager, PlanningGroup, Planning Division
Deputy General Manager ofUchisaiwaicho Corporate Banking
Division No. 5, Mizuho Corporate Bank,
Ltd. (current Mizuho Bank, Ltd.)
General Manager of International Credit
Division
General Manager of International Sales
Department of the Company
General Manager of Finance &Accounting Department
General Manager of Administration
Division
Director and General Manager of
Administration Division
Director and General Manager of
Administration Division and in charge ofinternational businessDirector, Senior Executive Officer incharge of Corporate Management
Division, Information System Division,and Finance & Accounting Division(current position)

20,000 shares[Reason for selecting him as a candidate for Director]
Since he joined the Company after working for a bank,he has performed his functions and duties appropriately,while working in the international business division, andmanagement divisions including finance and corporate
planning. We have judged that, by utilizing his abundant
experience and knowledge, he would be capable ofcontinuing to make contributions to management of theCompany.
April 1981
May 1999

Masayuki
Arimatsu(October 4, 1956) April 2004
Reappointment
6[Attendance at the Boardof Directors meetings
during the fiscal year
July 2007
under review]
11 timesout of 11 meetings(100.0%)June 2008

Joined the Company
Group Leader of Product Planning Group,Marketing Department
General Manager of Lighting Business
Promotion Department and Group Leaderof Product Planning Group, Equipment
Business Division
General Manager of Lighting Source
Business Planning Department in chargeof lighting source business
General Manager of Lighting Source Sales
Department, Sales Division-9-8,000 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 2009

General Manager of Lighting Source Sales
Department
April 2012 General Manager of Product Strategy
Department, Lighting Business Strategy
Division
April 2013 Executive Officer, General Manager ofLighting Business Strategy Division, andGeneral Manager of Product Strategy
Department
April 2014 Executive Officer, General Manager ofLighting Business Strategy Division, andGeneral Manager of Lighting Business
Planning Department
April 2015 Senior Executive Officer, General
Manager of Lighting Business Strategy
Division, and General Manager ofLighting Business Planning Department
June 2016
Director, Senior Executive Officer,
General Manager of Lighting Business
Strategy Division, and General Manager ofLighting Business Planning Department
April 2017 Director, Senior Executive Officer incharge of General Affairs Division, Public
Relations Department, and Customer
Support Center (current position)[Reason for selecting him as a candidate for Director]
He has abundant experience and a thorough knowledgeof business, having been engaged in the product planningand the lighting business strategy divisions. We havejudged that, by utilizing his experience and knowledge,
he would be capable of contributing to management of
the Company.

- 10 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

7

8

Name
(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned

April 1969 Joined Toyota Motor Co., Ltd.
January 1995 General Manager of Takaoka Total
Assembly Division No. 2
May 2002
President of Toyota Motor Manufacturing
France S.A.S. (TMMF)
Toshiharu Takasu April 2006 Advisor to Kanto Auto Works, Ltd.
(February 12, June 2006
Senior Managing Director, Kanto Auto
1947)
Works, Ltd.
Reappointment June 2010
Advisor (non-permanent) to Kanto Auto
OutsideWorks, Ltd. (current Toyota Motor East
Japan, Inc.)
21,000 shares
Independent[Attendance at the Board June 2012
Director of the Company (current position)of Directors meetings
during the fiscal year [Reason for selecting him as a candidate for Director]
under review]
He has experience in serving as Director of Kanto Auto
14 times
Works, Ltd. (current Toyota Motor East Japan, Inc.). We
out of 14 meetings
have judged that he would be capable of continuing to(100.0%)make contributions to management of the Company, byreflecting, from the position of an Outside Director, his
experience as a manager and wide-range of knowledge inmanagement of the Company, while strengthening
corporate governance from his position which is
independent of the Company.
July 1980
Joined Toppan Printing Co., Ltd.
April 2004 Deputy General Manager of Public
Relations Division
June 2007
Director
June 2010
Managing Director of TOPPAN FORMS
Shungo Hiromura
CO., LTD.
(June 11, 1951) June 2014
Advisor of TOPPAN FORMS CO., LTD.
Reappointment June 2015
Director of the Company and Advisor to
TOPPAN FORMS CO., LTD. (current
Outsideposition)Independent
4,000 shares[Attendance at the Board (Significant concurrent positions)of Directors meetings
during the fiscal year Advisor of TOPPAN FORMS CO., LTD.
under review][Reason for selecting him as a candidate for Director]
14 times
He has experience in serving as a Director at Toppan
out of 14 meetings
Printing Co., Ltd. and TOPPAN FORMS CO., LTD. We(100.0%)have judged that he is a person capable of contributing tomanagement of the Company because he is expected toreflect his experience and abundant knowledge inbusiness strategy from the position of Outside Director
while giving advice on the whole management from a
position that is independent of the Company.

- 11 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.
Notes:
1.
The candidate for Director, Mr. Shungo Hiromura, is concurrently serving as Advisor to TOPPANFORMS CO., LTD.
2.
There are no special conflicts of interests between the candidates and the Company.
3.
The candidates for Directors, Mr. Toshiharu Takasu and Mr. Shungo Hiromura, are candidates for
Outside Directors.
4.
The candidates for Directors, Mr. Toshiharu Takasu and Mr. Shungo Hiromura, will have served five
years and two years as Outside Directors, respectively, at the close of this General Meeting of
Shareholders.
5.
(1) We selected the candidate for Director, Mr. Toshiharu Takasu, as a candidate for Outside Director
in order for him to reflect his experience as a manager and wide range of knowledge in the
management of the Company as well as to strengthen corporate governance of the Company froma position that is independent of the Company. Accordingly, we request his election as Outside
Director.
(2) We selected the candidate for Director, Mr. Shungo Hiromura, as a candidate for Outside Director
because he has experience and abundant knowledge in corporate management and businessstrategy, and is expected to strengthen functions of the Board of Directors by providing opinions
and advice on growth of the Company and improvement in corporate value from a position that is
independent of the Company. Accordingly, we request his election as Outside Director.
6.
The Company has notified Tokyo Stock Exchange, Inc., that Mr. Toshiharu Takasu and Mr. Shungo
Hiromura are independent directors in accordance with its rules.
7.
The Company has concluded agreements with Mr. Toshiharu Takasu and Mr. Shungo Hiromura
pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of their
liability to damages as provided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to these
agreements, the amount of liability for damages shall be the minimum amount provided for by Article
425, Paragraph 1 of the Companies Act. If the election of Mr. Toshiharu Takasu and Mr. Shungo
Hiromura is approved, the Company shall continue the said agreements.
8.
Attendance at Board of Directors meetings for the fiscal year under review is the attendance at those
held during the 102nd business period.
Regarding the attendance of Mr. Masayuki Arimatsu, as he was newly appointed at the 101st Ordinary
General Meeting of Shareholders, the numbers of his attendance and the Board of Directors meetings
held respectively represent those after his appointment.

- 12 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 4: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Masayuki Yamazaki will
expire at the conclusion of the Ordinary General Meeting of Shareholders. Accordingly, theCompany requests the election of one (1) Audit & Supervisory Board Member. With regard
to this agenda item, the consent of the Audit & Supervisory Board has been obtained.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Brief profile, position at the Company(Significant concurrent positions)

Joined Taiyo Kobe Bank Limited
General Manager of Business Promotion
Department No. 5 of the Sakura Bank,
LimitedApril 2006
Executive Officer and General Manager ofShinjuku Block of Sumitomo Mitsui
Banking Corporation
April 2007
Executive Officer and General Manager ofTokyo Central Block of Sumitomo Mitsui
Banking Corporation
May 2008
President and Representative Director of
At-Loan Co., Ltd.
April 2011
Senior Managing Executive Officer ofPromise Co., Ltd.
June
2011
Director and Senior Managing Executive
Shozo Watanabe
Officer of Promise Co., Ltd.
(January 1, 1955)
May
2013
Advisor of Rising Building MaintenanceNew appointment
K.K.
OutsideJune 2013
President and Representative Director of
Independent
Rising Building Maintenance K.K. (current
position)(Significant concurrent positions)
President and Representative Director of Rising Building
Maintenance K.K.
[Reason for selecting him as a candidate for Outside Audit &Supervisory Board Member]
He has abundant knowledge and deep insight through his
career in financial business and corporate management.
Accordingly, we have judged that he would be capable ofconducting audits as Outside Audit & Supervisory Board
Member from a neutral and objective standpoint, andcontributing to maintaining and improving the transparencyof management of the Company and its monitoring andsupervisory functions.
Notes:

Number of theCompany’s shares
owned

April 1978
April 2000

1.
2.
3.
4.
5.

0 shareThe candidate marked with “New appointment” signifies a candidate for a new Audit & Supervisory
Board Member.
There are no special conflicts of interests between the candidate and the Company.
The candidate for Audit & Supervisory Board Member, Mr. Shozo Watanabe is candidate for Outside
Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member, Mr. Shozo Watanabe, is concurrently serving as
President and Representative Director to Rising Building Maintenance K.K.
The Company has notified the Tokyo Stock Exchange, Inc., that Mr. Shozo Watanabe is an independent- 13 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

6.

director in accordance with its rules.
If the election of the candidate for Audit & Supervisory Board Member, Mr. Shozo Watanabe, isapproved, the Company will conclude an agreement with him pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act to limit the amount of his liability for damages as provided for in
Article 423, Paragraph 1 of the Companies Act. Pursuant to these agreements, the amount of liability fordamages shall be the minimum amount provided for by Article 425, Paragraph 1 of the Companies Act.

- 14 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 5: Election of One (1) Substitute Audit & Supervisory Board Member
In order to prepare for the case where the number of Audit & Supervisory Board Members
falls short of the number stipulated by laws and regulations, the Company requests theelection of one (1) Substitute Audit & Supervisory Board Member in advance. With regard to
this agenda item, the consent of the Audit & Supervisory Board has been obtained.
The candidate for Substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Brief profile(Significant concurrent positions)
April 1970
June 1998

Masayuki
Yamazaki(September 16,
1947)
New appointment
OutsideJoined Taiyo Bank Limited
Director and General Manager of Credit
Department No. 1 of the Sakura Bank,
LimitedMarch 2003
President and Representative Director of
SMBC Loan Administration andOperations Service Co., Ltd.
Director of Tokyo Women’s Medical
April 2011
University
June 2013
Audit & Supervisory Board Member of
the Company
June 2015
Audit & Supervisory Board Member of
the Company, and Outside Director of
TBK Co., Ltd. (current position)(Significant concurrent positions)
Outside Director of TBK Co., Ltd.

Number of theCompany’s shares
owned

4,000
shares[Reason for selecting him as a candidate for Substitute
Audit & Supervisory Board Member]
He has a wealth of experience and abundant knowledge offinancialbusinessand corporate
management.
Accordingly, we have judged that he would be capable ofcontributing to maintaining and improving thetransparency of management of the Company, and its
monitoring and supervisory functions.
Notes:
1.
There are no special conflicts of interests between the candidate and the Company.
2.
Mr. Masayuki Yamazaki is the candidate for Substitute Outside Audit & Supervisory Board Member.
3.
Mr. Masayuki Yamazaki is concurrently serving as Outside Director of TBK Co., Ltd.
4.
Mr. Masayuki Yamazaki has served for four years as Outside Audit & Supervisory Board Member of
the Company since his appointment. He is scheduled to retire at the conclusion of the Ordinary General
Meeting of Shareholders due to the expiry of the term of office.
5.
If Mr. Masayuki Yamazaki assumes the Outside Audit & Supervisory Board Member, the Company
will conclude an agreement with him pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act to limit the amount of his liability for damages as provided for in Article 423, Paragraph
1 of the Companies Act. Pursuant to these agreements, the amount of liability for damages shall be theminimum amount provided for by Article 425, Paragraph 1 of the Companies Act.

- 15 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

<Reference> Standards for Independence of Outside Directors (Directors and Audit& Supervisory Board Members)
The Company has adopted the following criteria to ensure independence of Outside
Directors:
1. A person who is not and has not been an executing person (Director, Executive Officer orother employee) or Audit & Supervisory Board Member of the Company or the Group;
2. A person who is not an important executing person (director, executive officer or otherimportant employee) of a large shareholder of the Company (a party which holds 10% ormore of the total voting rights of the Company);
3. A person who is not an important executing person of the company for which theCompany is a large shareholder (a party which holds 10% or more of the total voting
rights of the company);
4. A person who is not an important executing person of a principal business partner (a party
whose payment or receipt of consideration for transactions with the Company accounts for
2% or more of the consolidated gross sales in any of the past three fiscal years including
the most recent one);
5. A person who has not been a director, audit and supervisory board member, executive
officer or other employee of a financial institution that is a principal lender for theCompany or the Group, in any of the past three fiscal years including the most recent one;
6. A person is not a legal expert, accounting and tax expert, expert in various kinds ofvarious consulting, or research and education expert who receives a large amount of
remuneration or donation from the Company (10 million yen or more for an individualand 2% or more of the consolidated gross sales for a corporation or group, in any of thepast three fiscal years including the most recent one);
7. A person who is not a relative (who is within the third degree of kinship or resides in thesame house) of an executing person of the Company and the Group, a principal business
partner of the Company, or a group which receives a large donation from the Company;
and8. A person who is not otherwise reasonably deemed to be subject to doubts about his/her
independence or to have conflicts of interest with ordinary shareholders.

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