The transition to a holding company structure described in this convocation notice involves securities of aforeign company. The offer is subject to disclosure requirements of a foreign country that are different
from those of the United States. Financial statements included in this document, if any, have been
prepared in accordance with foreign accounting standards that may not be comparable to the financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S.
federal securities laws, since the issuer is located in a foreign country and some or all of its officers anddirectors are residents of a foreign country. You may not be able to sue a foreign company or its officers ordirectors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a
foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than in connection with thetransition to a holding company structure, such as in the open market or through privately negotiatedpurchases.
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 3, 2022
To Shareholders with Voting Rights:
Masayasu Yamashiro
President
Okinawa Financial Group, Inc.
10-1, Kumoji 3-chome
Naha, Okinawa, JapanNOTICE OF CONVOCATION OF
THE 1ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1st Annual General Meeting of Shareholders of Okinawa Financial Group,
Inc. (the “Company”) will be held for the purposes as described below.
In light of the recent spread of the novel coronavirus disease (COVID-19), as part of measures for reducing
the risk of infection, the Company suggests that shareholders refrain from attending the Meeting in person
regardless of your health condition and exercise your voting rights either in writing or via the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter)and exercise your voting rights by Thursday, June 23, 2022 at 5:00 p.m. Japan time.
1. Date and Time:
2. Place:

Friday, June 24, 2022 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, Japan*In the event LOISIR HOTEL & SPA TOWER NAHA becomes unavailable dueto the impact of COVID-19, the venue may be changed to the Hall on the 5th
floor at the Head Office of the Company. Such change will be posted on the
Company’s website (https://www.okinawafg.co.jp/) when confirmed. The
shareholders planning to attend the Meeting in person are kindly asked to checkthe status on the website.

3. Meeting Agenda:
1Matters to be reported:

The Business Report, Consolidated Financial Statements and NonConsolidated Financial Statements for the Company’s 1st Fiscal Year (fromOctober 1, 2021 to March 31, 2022) 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 Two (2) Directors Serving as Audit and Supervisory Committee
Members
Proposal No. 5: Determination of the Amount of Compensation for Directors (Excluding
Directors Serving as Audit and Supervisory Committee Members)
Proposal No. 6: Determination of the Amount of Compensation for Directors Serving as Audit
and Supervisory Committee Members
Proposal No. 7: Payment of Bonuses to Directors

Request to Shareholders
 Request to refrain from attending the Meeting in person to prevent the spread of COVID-19
To prevent the spread of COVID-19, shareholders are requested to refrain from attending the Annual
General Meeting of Shareholders.
 Request to exercise voting rights
Shareholders are kindly asked to exercise their voting rights either in writing or via the Internet, etc.
 Notes concerning souvenirs provided to attending shareholders
Souvenirs provided to attending shareholders will no longer be provided in fairness to the shareholders
unable to attend in person.
 Others
For more information, please refer to the attachment “Request to Refrain from Attending the Annual
General Meeting of Shareholders in Person to Prevent the Spread of COVID-19” (in Japanese only).

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 amount35 yen per share of common stock
Total amount:
820,350,055 yen(3) Effective date of distribution of surplus
June 27, 2022

3

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit (omit) thescope of matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) Due to amendments of (1) and (2) above, the provisions of Article 17 (Disclosure via the Internet andDeemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) of thecurrent Articles of Incorporation will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.

4

2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 17 (Disclosure via the Internet and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, etc.)
In convening a general meeting of shareholders, theCompany may deem that it has provided theshareholders with information related to matters to
be stated or indicated in the reference documents forthe general meeting of shareholders, business
reports, non-consolidated financial statements, andconsolidated financial statements (including theaccounting audit report and audit report for suchconsolidated financial statements) by disclosing
such information by a method using the Internet
pursuant to the provisions of laws and regulations.

<Deleted>

Article 17 (Measures for Electronic Provision, etc.)
1. The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

<Newly established>

Supplementary Provisions (amendments to the
Articles of Incorporation on June 24, 2022)
Measures regarding system for electronic provisionof materials for general meetings of shareholders
1. The deletion of Article 17 (Disclosure via theInternet and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, etc.) in the Articles of Incorporation
before amendment and the establishment of
Article 17 (Measures for Electronic Provision,etc.) in the Articles of Incorporation after
amendment shall come into effect on September
1, 2022, the date of enforcement of the amended
provisions stipulated in the proviso of Article 1 ofthe supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 17 of the Articles ofIncorporation before amendment shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the date of
the general meeting of shareholders set forth in
the preceding paragraph, whichever is later.

<Newly established>

5

Proposal No. 3:

Election of Four (4) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all three (3) 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), by adding one Outside Director in order to ensure transparency of theCompany’s management and further enhance its corporate governance.
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

Yoshiaki Tamaki

Chairman2

Reelection

Masayasu Yamashiro

President

3

Reelection

Yoshiteru Kinjo

Senior Managing Director

4

New candidate

Naoko Murakami

-

6

No.

Name
(Date of birth)

Yoshiaki Tamaki(Sep. 19, 1952)[Reelection][Male]

1

Attendance at Boardof Directors meetings:
8/8(100.00%)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Jul.

1977
1998

Jun.

2005

Jul.

2006

Jun.

2007

Jul.

2008

Jun.
Jun.
Jun.
Oct.

2009
2011
2018
2021

Joined The Bank of Okinawa, Ltd.
Branch Manager, Itoman Branch, The Bank of
Okinawa, Ltd.
General Manager, Personnel Division, The Bank of
Okinawa, Ltd.
Executive Officer and General Manager, Personnel
Division, The Bank of Okinawa, Ltd.
Director and General Manager, Personnel Division, The
Bank of Okinawa, Ltd.
Director and General Manager, General Planning
Headquarters, The Bank of Okinawa, Ltd.
Managing Director, The Bank of Okinawa, Ltd.
President, The Bank of Okinawa, Ltd.
Chairman, The Bank of Okinawa, Ltd. (to the present)
Chairman, the Company (to the present)

Number ofshares of theCompany held

6,040

shares(Significant concurrent positions)
Chairman (Representative Director), The Bank of
Okinawa, Ltd.
(Responsibility)
Auditing Division
Reasons for selection as a candidate for Director
Mr. Yoshiaki Tamaki has been involved in the personnel 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 inoverall bank management as its President from 2011 and as Chairman from 2018. Since his appointment as Chairman 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.
Jul.
Jun.
Masayasu Yamashiro
Jun.
(Sep. 23, 1959)[Reelection][Male]

2

Attendance at Boardof Directors meetings:
8/8(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

4,680

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.

8

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

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

3

Attendance at Boardof Directors meetings:
8/8(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

2,400

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.

9

No.

Name
(Date of birth)

Naoko Murakami(Mar. 10, 1965)[New candidate][Female][Outside][Independent]
Attendance at Boardof Directors meetings:-

4

Past experience, positions, responsibilities,
and significant concurrent positions

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

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.
(to the present) (scheduled to resign on June 24, 2022)

Number ofshares of theCompany held0

shares(Significant concurrent positions)
Attorney

Reasons for selection as a candidate for Outside Director and expected roles, etc.
Ms. Naoko Murakami has engaged in corporate legal affairs as an attorney. Her past engagement in public services at theprefectural and municipal government offices also attests that she has a wealth of knowledge and experience. She has
appropriately fulfilled her duties and responsibilities as Outside Corporate Auditor of The Bank of Okinawa since 2020.
Additionally, she has contributed to work style reforms, including the active participation of women promoted by the bank.
In light of these achievements, the Company expects her to play a role in providing valuable legal advice and opinions, asOutside Director of the Company, regarding strengthening of the effectiveness of the decision-making function andsupervision function of the Board of Directors of the Company from an independent position from the management teamconducting business execution, by leveraging her insight in corporate legal affairs. Therefore, she has been selected as a
candidate for Outside Director.
Ms. Murakami’s term of office as Outside Corporate Auditor of The Bank of Okinawa will be two years at the conclusion ofthis Annual General Meeting of Shareholders.
(Notes) 1. There are no special conflicts of interest between the Company and each candidate for Director.
2. Ms. Naoko Murakami is a candidate for Outside Director.
3. Ms. Naoko Murakami is currently serving as Outside Corporate Auditor of The Bank of Okinawa; however, she
intends to resign from office.
4. 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 conclude 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.
5. 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.
6. 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.
7. The name of Ms. Naoko Murakami is used in her professional circumstances, and her registered name is Ms.
Naoko Kinjo.

10Proposal No. 4: Election of Two (2) Directors Serving as Audit and Supervisory Committee Members
Mr. Masahiro Hosomi and Mr. Hirokazu Ando, Directors serving as Audit and Supervisory Committee
Members, will resign at the conclusion of this General Meeting of Shareholders. Accordingly, the Company
proposes the election of two (2) Directors serving as Audit and Supervisory Committee Members to fill thevacancies. The terms of office of Directors serving as Audit and Supervisory Committee Members to beelected at this Meeting shall expire at the date when the terms of office of their resigned predecessors expire
pursuant to the provision of the Articles of Incorporation of the Company. Please note that 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 to this 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.
Apr.
Apr.
Apr.
Mitsuru Higa
(Jul. 23, 1958)

Apr.

[New candidate][Male][Outside][Independent]

Apr.
Apr.

Attendance at Boardof Directors meetings:
Apr.
-

1
May

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)

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 of the Cabinet Office. Currently, he is responsible for businessof the Intellectual Property Support Counter, Okinawa Prefecture, INPIT, and has advanced knowledge and extensive
experience in management of intellectual property. Although Mr. Higa has not been directly involved in corporate
management aside from the roles as Outside Director and Outside Corporate Auditor, the Company expects him to play arole in providing valuable advice and opinions based on the specialized knowledge of regional economy and intellectual
property by leveraging his experience mentioned above, as Outside Director serving as an Audit and Supervisory
Committee Member. The Company judged that he can contribute to strengthening the effectiveness of the decision-making
function and supervision function of the Board of Directors of the Company from an independent position from the
management team conducting business execution. Therefore, he has been selected as a new candidate for Outside Director
serving as an Audit and Supervisory Committee Member.

11

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Apr.
Feb.
Feb.
Kenji Sugimoto(Dec. 14, 1960)[New candidate][Male][Outside][Independent]
2

Feb.
Apr.
Feb.
Apr.

Attendance at Boardof Directors meetings: Apr.
-

Apr.

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. (to the present)

Number ofshares of theCompany held0

shares(Significant concurrent positions)Representative Director and President, Executive Officer,
JTB Okinawa Corp.
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. The Company expects him to play a rolein providing valuable advice and opinions on the Company’s management strategies as Outside Director serving as an Audit
and Supervisory Committee Member by leveraging his broad-based insight. The Company judged that he can contribute tostrengthening the effectiveness of the decision-making function and supervision function of the Board of Directors of theCompany from an independent position from the management team conducting business execution. Therefore, he has been
selected as a new candidate for Outside Director serving as an Audit and Supervisory Committee Member.
(Notes) 1. There are no special conflicts of interest between the Company and each candidate for Director.
2. Mr. Mitsuru Higa and Mr. Kenji Sugimoto are candidates for Outside Director.
3. Liability limitation agreements with Outside Directors
To allow for Outside Directors to adequately fulfill their expected roles, the Company allows for the conclusion ofagreements with Outside Directors to limit liability for damages caused by negligence of duties, in accordance with
Article 427, Paragraph 1 of the Companies Act and Article 25 of the Articles of Incorporation. Due to the above, theCompany intends to conclude the aforementioned liability limitation agreements with 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.
5. Mr. Mitsuru Higa and Mr. Kenji Sugimoto are candidates for Outside Director, and the Company 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 for the election of Directors
as defined in Article 74 of the Regulations for Enforcement of the Companies Act.

12

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.


13

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

Chairman1

Yoshiaki Tamaki

2

Masayasu Yamashiro President
Senior Managing
Yoshiteru Kinjo
Director

3
4

Naoko Murakami

5Mamoru Ikei

6

Keiko Touyama

To be elected asGroup Nomination
ComplianceIndependent and Compensation Corporate Management Finance andand risk
Outsidemanagement
strategy
accounting
Advisory
management
Committee
MemberDirector
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
Member

●

●

●

●

●

●

●

●

●

●

●

●

Specialist
fields

●
●
●

●
●

●
●

●

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

Publicadministrationand intellectual
property

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(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

14●
Tourismrelated

Proposal No. 5: Determination of the Amount of Compensation for Directors (Excluding Directors Serving
as Audit and Supervisory Committee Members)· Compensation, etc. for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) of the Company is stipulated in Article 2, Paragraph 1 of the Supplementary Provision of the
Articles of Incorporation. However, the Supplementary Provision will expire upon the conclusion of thisAnnual General Meeting of Shareholders, and a new resolution will be required.
· The Company proposes the amount of compensation for Directors (excluding Directors serving as Audit andSupervisory Committee Members) to be paid in cash is set at one hundred million (100,000,000) yen or lessper year, including twenty million (20,000,000) yen or less for Outside Directors per year, taking into
consideration various circumstances, including the status of the Company’s management structure and theeconomic climate.
· This proposal was determined through reports by the Group Nomination and Compensation Advisory
Committee of the Company, and was also examined by the Audit and Supervisory Committee. Then the
Company received an opinion stating that there are no matters to be pointed out regarding this proposal.
· The amount of compensation for Directors shall not include the employee-portion of salary that is provided
to Directors who concurrently serve as employee.
· The Company determined the amount of compensation for directors and officers or the policy for
determining the calculation method and method for determining the amount at a Board of Directors meeting
held on October 1, 2021, and this proposal complies with the said policy. The Company does not intend tochange the policy even if this proposal is approved, and the Company believes that the contents of this
proposal are appropriate.
· Currently, the Company has three (3) Directors (excluding Directors serving as Audit and Supervisory
Committee Members), with no Outside Directors included. If the Proposal No. 3 “Election of Four (4)Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)” is approved asoriginally proposed, the number of Directors (excluding Directors serving as Audit and Supervisory
Committee Members) shall be increased to four (4) (including one Outside Director).

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Proposal No. 6:

Determination of the Amount of Compensation for Directors Serving as Audit andSupervisory Committee Members· Compensation, etc. for Directors serving as Audit and Supervisory Committee Members of the Company isstipulated in Article 2, Paragraph 2 of the Supplementary Provision of the Articles of Incorporation.
However, the Supplementary Provision will expire upon the conclusion of this Annual General Meeting of
Shareholders, and a new resolution will be required.
· An expansion of roles and an increase in responsibilities of Directors serving as Audit and Supervisory
Committee Members are anticipated in response to rapid changes in business environment. Therefore, inconsideration of various matters including preparation for the future appointment, the Company proposesthat the amount of compensation for Directors serving as Audit and Supervisory Committee Members is set
at forty million (40,000,000) yen or less per year.
· This proposal was determined through reports by the Group Nomination and Compensation Advisory
Committee of the Company.
· The Company determined the amount of compensation for directors and officers or the policy for
determining the calculation method and method for determining the amount at a Board of Directors meeting
held on October 1, 2021, and this proposal complies with the said policy. The Company does not intend tochange the policy even if this proposal is approved, and the Company believes that the contents of this
proposal are appropriate.
· Currently, the Company has four (4) Directors serving as Audit and Supervisory Committee Members(including three (3) Outside Directors). If the Proposal No. 4 “Election of Two (2) Directors Serving as
Audit and Supervisory Committee Members” is approved as originally proposed, the number of Directors
serving as Audit and Supervisory Committee Members shall be four (4) (including three (3) Outside
Directors).
Proposal No. 7: 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 Directors
serving as Audit and Supervisory Committee Members) in office as of the end of the fiscal year underreview.
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.

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