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 5, 2023
(Commencement date of measures for electronic provision: June 2, 2023)

To Shareholders with Voting Rights:
Masayasu Yamashiro
President
Okinawa Financial Group, Inc.
10-1, Kumoji 3-chome
Naha, Okinawa, JapanNOTICE OF CONVOCATION OF
THE 2ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2nd 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 2ND 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 by
Monday, June 26, 2023 at 5:00 p.m. Japan time.

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

Tuesday, June 27, 2023 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 2nd Fiscal Year (from
April 1, 2022 to March 31, 2023) 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: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Four (4) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 4: Election of Four (4) Directors Serving as Audit and Supervisory Committee
Members
Proposal No. 5: Payment of Bonuses to Directors
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:
920,662,560 yen(3) Effective date of distribution of surplus
June 28, 2023

3

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
In order to build a management structure capable of swiftly responding to changes in the businessenvironment, Article 26 (Authority to Convene the Board of Directors and Chairperson Thereof) of the
Articles of Incorporation shall be amended as follows.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Article 26 (Authority to Convene the Board of
Directors and Chairperson Thereof)
1. Unless otherwise provided in laws or
regulations, the chairman shall convene a boardof directors meeting and act as its chairperson. If
a chairman is not appointed or the chairman isunable to so act due to an accident, the president
shall convene a board of directors meeting andact as its chairperson. If the president is unable
to so act due to an accident, another director,
determined in accordance with an order ofpriority predetermined by the board of directors,
shall convene a board of directors meeting andact as its chairperson.
2. A notice of convocation of the board of directors
meeting shall be dispatched to each director nolater than three (3) days prior to the date of themeeting; provided, however, that, in the case ofan emergency, such period may be shortened.
3. A board of directors meeting may be held
without the procedures of convocation if theapproval of all directors is obtained.

Proposed Amendments
Article 26 (Authority to Convene the Board of
Directors and Chairperson Thereof)
1. Unless otherwise provided in laws or
regulations, the chairman or, if a chairman is notappointed or the chairman is unable to so act due
to an accident, the president shall convene aboard of directors meeting and act as its
chairperson. However, if another director has
been designated by the board of directors, that
director shall convene a board of directors
meeting and act as its chairperson.

2. A notice of convocation of the board of directors
meeting shall be dispatched to each director nolater than three (3) days prior to the date of themeeting; provided, however, that, in the case ofan emergency, such period may be shortened.
3. A board of directors meeting may be held
without the procedures of convocation if theapproval of all directors is obtained.

4

Proposal No. 3:

Election of Four (4) 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. Accordingly,
the Company proposes the election of four (4) Directors (excluding Directors serving as Audit andSupervisory 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

Yoshiteru Kinjo

Senior Managing Director

3

New candidate

Kazuya Iha

4

Reelection

Naoko Murakami

Outside Director

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

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

1

Attendance at Boardof Directors meetings:
15 / 15(100.00%)

Jun.
Jun.
Jun.
Jun.
Oct.

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. (to the present)
2021 President, the Company (to the present)

Number ofshares of theCompany held

5,480

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.

6

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Apr.
Jul.
Jun.
Yoshiteru Kinjo(Nov. 15, 1959)[Reelection][Male]

2

Attendance at Boardof Directors meetings:
15 / 15(100.00%)

Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Oct.

1983 Joined The Bank of Okinawa, Ltd.
2003 Branch Manager, Ganeko Branch, The Bank of Okinawa,Ltd.
2009 General Manager, Head Office Business Division, The
Bank of Okinawa, Ltd.
2011 General Manager, Corporate Loan Division, The Bank of
Okinawa, Ltd.
2012 Executive Officer and General Manager, Corporate Loan
Division, The Bank of Okinawa, Ltd.
2013 Executive Officer and General Manager, Business
Administration Division, The Bank of Okinawa, Ltd.
2014 Director and General Manager, General Planning
Headquarters, The Bank of Okinawa, Ltd.
2015 Managing Director, The Bank of Okinawa, Ltd.
2019 Senior Managing Director, The Bank of Okinawa, Ltd.
2020 Senior Managing Director (Representative Director), The
Bank of Okinawa, Ltd. (to the present)
2021 Senior Managing Director, the Company (to the present)

Number ofshares of theCompany held

2,700

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. Yoshiteru Kinjo has been involved in the sales promotion 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 inbank management as its Director from 2014. Since his appointment as Senior Managing Director 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.

7

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Apr.
Jun.
Kazuya Iha(Jun. 5, 1963)[New candidate][Male]
Attendance at Boardof Directors meetings:
3

Jun.
Jun.
Jun.
Oct.

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. (to thepresent)
2021 Managing Executive Officer, the Company (to thepresent)

Number ofshares of theCompany held

2,300

shares(Significant concurrent positions)Managing Director, The Bank of Okinawa, Ltd.
(Responsibility)
Risk Management 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 its Director from 2018, and has appropriately fulfilled his duties and responsibilities. Since his
appointment as Managing Executive Officer of the Company in 2021, he has appropriately fulfilled his duties andresponsibilities.
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.

8

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Naoko Murakami(Mar. 10, 1965)[Reelection][Female][Outside][Independent]

4

Attendance at Boardof Directors meetings:
10 / 10(100.00%)

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 OfficeDirector, Okinawa District Office, Japan Legal Support
CenterReasons 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 an 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. Her term of office as Outside Director will be one year
at the conclusion of this Annual General Meeting of Shareholders.
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 herelection 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 torenew the insurance 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.

9

Proposal No. 4: Election of Four (4) Directors Serving as Audit and Supervisory Committee Members
The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of four (4) 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 the Audit and Supervisory Committee has previously given its approval tothis proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Oct.
Jul.
Jun.
Mamoru Ikei
(Dec. 17, 1958)

Jun.

[Reelection][Male]

Jun.
Attendance at Board Jun.

1of Directors
meetings:15 / 15
(100.00%)

Jun.
Jun.

1977 Joined The Bank of Okinawa, Ltd.
2001 Branch Manager, Ojana Branch, The Bank of
Okinawa, Ltd.
2008 General Manager, Corporate Loan Division, The
Bank of Okinawa, Ltd.
2010 Executive Officer and General Manager, Corporate
Loan Division, The Bank of Okinawa, Ltd.
2011 Executive Officer and General Manager, Head
Office Business Division, The Bank of Okinawa,Ltd.
2013 Managing Director, The Bank of Okinawa, Ltd.
2016 Senior Managing Director (Representative
Director), The Bank of Okinawa, Ltd.
2018 Standing Corporate Auditor, The Bank of
Okinawa, Ltd.
2021 Director serving as Audit and Supervisory
Committee Member, the Company (to the present)

Number ofshares of the
Bank held

18,126
shares(Significant concurrent positions)
None
Reasons for selection as a candidate for Director and expected role, etc.
Mr. Mamoru Ikei has been involved in the has been involved in the corporate loan division, etc. of The Bank of Okinawa,
and has a wealth of operational experience. Additionally, he has demonstrated strong management capability in bankmanagement as its Senior Managing Director (Representative Director) from 2016. Since his appointment as Director
serving as Audit and Supervisory Committee Member of the Company in 2021, he has appropriately fulfilled his duties andresponsibilities.
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 an Audit and Supervisory Committee Member.

10

No.

Name
(Date of birth)

Past experience, positions,
responsibilities,and significant
concurrent positions

Aug.
Jan.
Mar.
Feb.
May
Keiko Touyama(Nov. 9, 1952)[Reelection][Female][Outside][Independent]

2

Apr.
Apr.
Apr.

Attendance at Board Apr.
of Directors meetings:
Jun.
15 / 15(100.00%)

Jun.
Oct.

1975 Joined Environmental Health Department,
OkinawaPrefectural Government
1976 Joined Naha District Court
1990 Retired from Okinawa Branch, Naha Family Court
1999 Established Keiko Touyama Judicial Scrivener Office (tothe present)
1999 Established Keiko Touyama Tax Office (to thepresent)
2001 Civil conciliation commissioner, Naha District Court (tothe present)
2009 Member of Naha City Personal Information
Protection Review Board
2018 Domestic Relations Conciliation Commissioner,
NahaFamily Court (to the present)
2019 Member of Kyushu District Pension Record
Correction Council (to the present)
2019 General Manager, Adult Guardianship Support Center,
Okinawa Certified Public Tax Accountant's Association
2020 Outside Director, The Bank of Okinawa, Ltd.
2021 Director serving as Audit and Supervisory Committee
Member, the Company (to the present)

Number ofshares of the
Bank held

700

shares(Significant concurrent positions)Representative, Keiko Touyama Judicial Scrivener andTax Office
Reasons for selection as a candidate for Outside Director and expected role, etc.
Ms. Keiko Touyama has advanced knowledge and experience as a judicial scrivener and certified tax accountant. Since her
appointment as Outside Director of The Bank of Okinawa, Ltd. in June 2020 and Director serving as Audit and Supervisory
Committee Member of the Company in October 2021, she has appropriately fulfilled her duties and responsibilities. She
also contributes to work style reforms, including the active participation of women, that the Company is promoting.
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 serving as Audit and Supervisory Committee Member.

11

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Apr.
Apr.
Apr.

3

Mitsuru Higa
(Jul. 23, 1958)

Apr.

[Reelection][Male][Outside][Independent]

Apr.
Apr.

Attendance at Boardof Directors meetings: Apr.
10 / 10(100.00%)

May
Jun.

1982 Joined the Okinawa General Bureau, the Okinawa
Development Agency
1984 Temporarily assigned to the Industrial Policy Bureau, theMinistry of International Trade and Industry
1988 Temporarily assigned to the Okinawa General Bureau, theOkinawa Development Agency
2009 Director of the Small and Medium Enterprise Division, theEconomy and Trade Department, the Okinawa General
Bureau, the Cabinet Office2011 Director of the Commence and International Trade andIndustry Division, the Economy and Trade Department, theOkinawa General Bureau, the Cabinet Office2013 Director of the Energy Measures Division, the Economy
and Trade Department, the Okinawa General Bureau, theCabinet Office2016 Director of the Planning and Development Division, theEconomy and Trade Department, the Okinawa General
Bureau, the Cabinet Office2017 Director of the Environmental Resources Division, theEconomy and Trade Department, the Okinawa General
Bureau, the Cabinet Office2020 Person responsible for business of the Intellectual Property
Support Counter, Okinawa Prefecture, INPIT (to thepresent)
2022 Director serving as Audit and Supervisory Committee
Member, the Company (to the present)

Number ofshares of theCompany held0

shares(Significant concurrent positions)
Person responsible for business of the Intellectual Property
Support Counter, Okinawa Prefecture, INPIT
Reasons for selection as a candidate for Outside Director and expected roles, etc.
Mr. Mitsuru Higa has extensive experience and advanced knowledge in regional economy and public administration gained
through his tenure of office for the Okinawa General Bureau. He is responsible for business of the Intellectual Property
Support Counter, Okinawa Prefecture, INPIT, and has advanced knowledge and extensive experience in management ofintellectual property. Since his appointment as Director serving as Audit and Supervisory Committee Member of theCompany in June 2022, he has appropriately fulfilled his duties and responsibilities.
The Company has judged that he 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 his wealth of experience and extensive insight. Therefore,
he has been selected as a candidate for Outside Director serving as Audit and Supervisory Committee Member.

12

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Feb.
Feb.
Kenji Sugimoto(Dec. 14, 1960)[Reelection][Male][Outside][Independent]

4

Feb.
Apr.
Feb.
Apr.

Attendance at Boardof Directors meetings: Apr.
10 / 10(100.00%)
Apr.

Jun.

1983 Joined the Japan Travel Bureau Corporation (currently JTB
Corp.)
1996 Purchase Manager, Western Japan Foreign Travel Group
Sale Department, the Japan Travel Bureau Corporation
1998 Sales Planning Manager, Corporate Planning and
Administration Division, JTB World Vacations WesternJapan, Inc.
2001 Sales Manager, Western Japan Sales Division, JTB World
Vacations Western Japan, Inc.
2004 Planning Development Team Manager, Product Planning
Department, JTB World Vacations Co., Ltd.
2010 Executive Officer and Osaka Chuo Branch Manager, JTB
World Vacations Co., Ltd.
2014 Director and Kyoto Branch Manager, JTB World Vacations
Co., Ltd.
2016 President and Representative Director, JTB Okinawa Corp.
(to the present)
2019 Representative Director and President, Executive Officer,
JTB Okinawa Corp.
2022 Director serving as Audit and Supervisory Committee
Member, the Company (to the present)

Number ofshares of theCompany held

100

shares(Significant concurrent positions)
None
Reasons for selection as a candidate for Outside Director and expected roles, etc.
Mr. Kenji Sugimoto has extensive experience and advanced knowledge in the tourism industry gained through his career ina wide range of public services in addition to managing the JTB Group companies. Since his appointment as Director
serving as Audit and Supervisory Committee Member of the Company in June 2022, he has appropriately fulfilled his duties
and responsibilities.
The Company has judged that he 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 his wealth of experience and extensive insight. Therefore,
he has been selected as a candidate for Outside Director serving as Audit and Supervisory Committee Member.
(Notes) 1. There are no special conflicts of interest between the Company and each candidate for Director.
2. Ms. Keiko Touyama, Mr. Mitsuru Higa and Mr. Kenji Sugimoto are candidates for Outside Director. Their terms ofoffice as Outside Director will be one year and nine months, one year, and one year, respectively, at the conclusionof this Annual General Meeting of Shareholders.
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 agreements with Ms. Keiko Touyama, Mr. Mitsuru
Higa and Mr. Kenji Sugimoto if their election 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 torenew the insurance contract with the above details.

13

5. Ms. Keiko Touyama, Mr. Mitsuru Higa and Mr. Kenji Sugimoto are candidates for Outside Director, and theCompany intends to notify them as Independent Directors to the Tokyo Stock Exchange, Inc. and Fukuoka Stock
Exchange. Furthermore, there are no matters other than the above to be specifically stated regarding proposals forthe election of Directors as defined in Article 74-3 of the Regulations for Enforcement of the Companies Act.

14

Independence Standards for Independent Outside Officers
In the selection of candidates for Outside Officers, a candidate must satisfy all of the conditions set out in 1 to 7
below.
1. The party does not hold the Company Group as a major business partner nor is an executive thereof, currently or in
the past three years.
2. The party is not a major business partner of the Company Group nor is an executive thereof, currently or in the past
three years.
The criteria for a major business partner in 1. and 2. above shall be as follows.
o The transaction of cash in line with the provision of duties, etc., continues (includes the case where continuity is
estimated) to account for 2% or more of annual consolidated net sales (if determining whether or not the party isa major business partner of the Company Group, annual consolidated operating gross profit of the Company
Group) in the most recent fiscal year.
o In the case of loan transactions, the Company Group is the most significant provider of credit, and changes in
the loan policies of the Company Group will have a significant impact on the business partner.
3. The party is not a consultant, accounting specialist, or legal specialist (if the party is an organization such as a legal
entity or association, parties affiliated with said organization) that has received cash or other property income of 10
million yen or more on average over the past three years either currently or in the recent past, nor was it affiliatedwith said organization within the past three years.
4. The party is not a major shareholder that holds 10% or more of the voting rights of the Company Group nor is an
executive thereof, currently or in the past three years.
5. Of a party with which there are mutual appointments of Outside Officers with the Company Group, the person is not
an Outside Officer affiliated with a party that is deemed to have a close relationship with the Company Group,
currently or in the past three years. A close relationship refers to cases where officers of both parties continue toserve mutually and where there are no several Outside Officers other than those from the Company Group.
6. The party is not a receiver of donations, etc., from the Company Group of 10 million yen or more on average overthe past three years nor is an executive thereof, currently or in the past three years.
7. The party is not a party that does not satisfy the items set out in 1. to 6. above or a close relative (relative to within
the second degree of kinship) of a Director, Executive Officer, Audit and Supervisory Committee Member,
Corporate Auditor, or significant employee of the Company Group.
An executive refers to persons in the positions equivalent to Director, Corporate Auditor or General Manager.

Accounting specialists and legal specialists refer to certified public accountants and attorneys.


15

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.

Name

Position

1

Masayasu Yamashiro Chairman and President

2

Yoshiteru Kinjo

3

Kazuya Iha

Vice President
Senior Managing
Director

4

Naoko Murakami

Director

5

Mamoru Ikei

6

Keiko Touyama

Director and Audit andSupervisory Committee
MemberDirector and Audit andSupervisory Committee
Member7

Mitsuru Higa

Director and Audit andSupervisory Committee
Member8

Kenji Sugimoto

Director and Audit andSupervisory Committee
MemberTo be elected asGroup Nomination
ComplianceIndependent and Compensation Corporate Management Finance andand risk
Outsidemanagement
strategy
accounting
Advisory
management
Committee
Member
●

●
●

●

●

●

●

●

●

●

●

●

●

●

Specialist
fields

●
●

●

●
●

●

IT anddigitalLegal affairs●●●
Tax and legal
affairs●●●

Publicadministrationand intellectual
property

●

●

●

●

(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 division

16●
Tourismrelated

Proposal No. 5: 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 4,813,000 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, comprehensively considering the Company’s performance and theperformance, 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.

17