These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japaneseoriginals, the originals shall prevail. The Company assumes no responsibility for thistranslation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 7189)
June 12, 2017
To Shareholders with Voting Rights:

HiromichiTanigawa
President
Nishi-Nippon Financial Holdings, Inc.
1-1, Hakata-ekimae 3-chome, Hakata-ku,
Fukuoka, JapanNOTICE OF CONVOCATION OF
THE 1ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 1st Annual General Meeting of Shareholders of NishiNippon Financial Holdings, Inc. (the “Company,” with its subsidiaries, the “Group”). The
meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writingor via electromagnetic means (the Internet, etc.). Please review the Reference Documents
for the General Meeting of Shareholders attached to this document and exercise yourvoting rights by 5:00* p.m. on Wednesday, June 28, 2017.
*Japan Standard Time (JST)
1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. JST(Reception begins: 9:00 a.m.)

2. Place:

Meeting Room on the third floor, Annex of Head Office of THE
NISHI-NIPPON CITY BANK, LTD.,
3-6, Hakata-ekimae 1-chome, Hakata-ku, Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements
for the Company’s 1st Fiscal Year (from October 3, 2016 to
March 31, 2017) and the results of the audits of theConsolidated Financial Statements by the Independent
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s
1st Fiscal Year (from October 3, 2016 to March 31, 2017)

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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 9 Directors (excluding those who are Audit andSupervisory Committee members)
Proposal No. 4: Decision of Amount of Remuneration to Directors (excluding
those who are Audit and Supervisory Committee members)
Proposal No. 5: Decision of Amount of Remuneration to Directors who are Audit
and Supervisory Committee members

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Instructions for Exercise of Voting Rights:

If attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders:
Thursday, June 29, 2017 at 10:00 a.m. JST(The reception is scheduled to begin at 9:00 a.m.)
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the
day of the meeting for confirmation.
To conserve resources, please bring your own copy of this notice of convocation.
If not attending the General Meeting of Shareholders
Exercise of Voting Rights by Post (in Writing)Exercise deadline: Arrival by Wednesday, June 28, 2017 at 5:00 p.m. JST
Voting rights may be exercised via mail. Please review the “Reference Documents for
the General Meeting of Shareholders” that follow, indicate your vote for or against the
proposals on the Voting Rights Exercise Form, and return it.
Exercise of Voting Rights via the Internet, etc.
Exercise deadline: Until Wednesday, June 28, 2017 at 5:00 p.m. JST
Voting website: http://www.e-sokai.jp
Please access the voting website on the Internet, follow the instructions on the voting
website, and indicate your vote for or against the proposals.
If you vote both in writing and via the Internet, only your vote placed via the Internet
will be valid. Additionally, if you submit your vote multiple times via the Internet, only
the last vote will be valid.
End
Among the documents to be provided with this notice of convocation, the Systems to Secure
the Appropriateness of Operations of the Business Report, the Consolidated Statement of
Changes in Net Assets of the Consolidated Financial Statements, Notes to the Consolidated
Financial Statements, Non-consolidated Statement of Changes in Net Assets of the Nonconsolidated Financial Statements and the Notes to the Non-consolidated Financial
Statements are posted on the Company’s website (http://www.nnfh.co.jp/) in accordancewith laws and regulations as well as Article 17 of the Articles of Incorporation of theCompany. Therefore, they are not included in the Attached Documents to this Notice ofConvocation of the Annual General Meeting of Shareholders.
Accordingly, the Attached Documents to this Notice of Convocation of the Annual General
Meeting of Shareholders include only part of the Consolidated Financial Statements and theNon-consolidated Financial Statements which have been audited by the Independent Auditor
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and the Audit and Supervisory Committee when they prepared the Independent Auditor’sReport and the Audit Report, respectively.
Any modification to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements will be posted on the Company’s website (http://www.nnfh.co.jp/).

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
Concerning the appropriation of surplus, the Company’s basic policy is to strengthen its financial
standing via appropriate enrichment of internal reserves and to implement stable and continuous
dividends. In the medium term, with an annual dividend of 25 yen per share as a base, the Company aims
to provide returns to shareholders equivalent to approximately 25% of the net income attributable toshareholders of the Company, and in consideration of factors such as contemporary economic trends,
financial conditions, and business results forecasts, determines the content of returns for each fiscal year.
Based on the above policy, the Company proposes the year-end dividends for the 1st fiscal year as
follows:
Matters concerning year-end dividends
1. Kind of dividend property
Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amountthereof17.50 yen per share of common stock
The total amount dividends 3,142,823,845 yen
Furthermore, as 12.50 yen were paid per share as an interim dividend during this fiscal periodby
THE NISHI-NIPPON CITY BANK, LTD. (amount converted in consideration of the stocktransfer ratio (allotment of 0.2 shares of the Company’s stock for each share of stock in THE
NISHI-NIPPON CITY BANK, LTD.) between the Company and THE NISHI-NIPPON CITY
BANK, LTD. upon payment of an interim dividend of 2.50 yen per share by THE NISHINIPPON CITY BANK, LTD.), annual dividends will amount to 30.00 yen per share.
(3) Effective date of the distribution of surplus
June 30, 2017

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Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
Previously under the Banking Act, operations of bank holding companies were limited to the managementadministration and related operations for companies that it was able to hold as subsidiaries, but due to theenforcement of the revised Banking Act (“Act to Partially Amend the Banking Act, etc. for the Purpose of
Responding to the Changing Environment Due to the Development of Information and Communication
Technologies”) on April 1, 2017, it became possible to execute shared and redundant operations within
the group under certain conditions.
In light of the above, to expand the Company’s operations with agility in the future and maximize thebenefits from the revised Banking Act, the Company proposes amendments to Article 2 of the Articles ofIncorporation regarding the Company’s purposes.
2. Content of the amendments
The content of the amendments is as follows.
(Underlines indicate amended sections)
Present Articles of Incorporation

Proposed Amendment(Purpose)(Purpose)

Article 2. The purpose of the Company shall be to
Article 2. The purpose of the Company shall be toengage in the following businesses as a bankengage in the following businesses as a bankholding company:
holding company:(1) Management and operation of banks and othercompanies that the Company may have as
subsidiaries under the Banking Act; and(2) Any and all businesses incidental or related
thereto.

(1) Management and operation of banks and othercompanies that the Company may have as
subsidiaries under the Banking Act and any
and all businesses incidental or related
thereto; and(2) Aside from businesses defined in the previous
item, businesses that are permitted to be
conducted by a bank holding company underthe Banking Act.

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Proposal No. 3:Election of 9 Directors (excluding those who are Audit and Supervisory Committee
members)
The terms of office of all of the 9Directors(excluding those who are Audit and Supervisory Committee
members) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theelection of 9 Directors(excluding those who are Audit and Supervisory Committee members) is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1966
Jun. 1995

Isao Kubota(Dec. 6, 1942)
74 years old

1[Reappointment]

Joined the Ministry of FinanceDirectorGeneral of the Customs and Tariff
Bureau, the Ministry of FinanceJul. 1997
Deputy Vice Minister of Director-General’s
Secretariat, the National Land Agency
Jul. 1999
Administrative Vice-Minister, the National
Land Agency
Sep. 2000
Vice-president, Urban Development
Corporation
Jul. 2002
Chairman, Lone Star Japan Acquisitions, LLC
May 2006
Joined THE NISHI-NIPPON CITY BANK,LTD.
Advisor,the Bank
Jun. 2006
President (Representative Director), the Bank
Jun. 2014
Chairman (Representative Director), the Bank
(current position)
Oct. 2016
Chairman (Representative Director), theCompany(current position)(Significant concurrent positions)
Chairman (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Chairman of Fukuoka Association of Corporate Executives

Number of shares of theCompany held

2,000 shares[Reasons for nomination as a candidate for director]
Since taking office as president in 2006 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr. Isao
Kubota has contributed to the performance improvement of the said bank by exercising strong leadership, as well as
overcoming various issues in connection with the merger, paying off public funds and adopting core-banking systemshared by regional banks. Additionally, he was appointed chairman of the Company in October 2016. The Company
nominates him as a candidate for director as he has been judged to be a person that can contribute to the Company’s
management from his experience, capability, personality and knowledge as a top-level executive.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1976
Jun. 2005

HiromichiTanigawa(Jul. 17, 1953)
63 years old[Reappointment]

2

Joined the Ministry of FinanceDirector-General of Yokohama Customs, theMinistry of FinanceJul. 2008
Deputy Director-General of Minister’s
Secretariat, the Ministry of FinanceOct. 2008
Managing Director, Japan Finance Corporation
May 2011
Joined THE NISHI-NIPPON CITY BANK,LTD.
Advisor, the Bank
Jun. 2011
Executive Director,the Bank
Jun. 2012
Representative Executive Director(Representative Director),the BankMay 2013
Representative Executive Director(Representative Director)
Head of Kitakyushu&Yamaguchi Region, theBank
Jun. 2013
Deputy President (Representative Director)
Head of Kitakyushu&Yamaguchi Region, theBank
May 2014
Deputy President(Representative Director), theBank
Jun. 2014
President (Representative Director), theBank(current position)
Oct. 2016
President (Representative Director), theCompany (current position)(Significant concurrent positions)
President (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Vice Chairman of Fukuoka Association of Corporate Executives

Number of shares of theCompany held

6,400 shares[Reasons for nomination as a candidate for director]
Since taking office as Director in 2011 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Hiromichi Tanigawa has been in charge of the bank’s core operations, such as the Internal Audit Division, theCorporate Risk Management & Compliance Division, the Corporate Planning Division and Head of Kitakyushu &Yamaguchi Region. Since taking office as president in June 2014, he has been at the forefront of leading initiatives
toward improving business results of the said bank. Additionally, he was appointed president of the Company in
October 2016. The Company nominates him as a candidate for director as he has been judged to be a person that cancontribute to the Company’s management from his experience, capability, personality and knowledge as a top-level
executive.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1975

Seiji Isoyama(Jun. 22, 1951)
65 years old

3[Reappointment]

Joined NISHI-NIPPON SOGO BANK (NISHI-NIPPON
BANK) (currently, THE NISHI-NIPPON CITY BANK,
LTD.)
Jun. 2004
Director
Deputy Head of Fukuoka Regional Headquarters
General Manager of Head Office, the Bank
Oct. 2004
Director
Deputy Head of Fukuoka Regional Headquarters
General Manager of Head Office
General Manager of Fukuoka Branch,the BankMay 2007
Director
Head of Fukuoka Regional Headquarters, the Bank
Jun. 2007
Managing Director
Head of Fukuoka Regional Headquarters, the Bank
Jun. 2009
Executive Director
Head of Fukuoka Regional Headquarters,the Bank
Jun. 2010
Representative Executive Director(Representative Director)
Regional Headquarters Management
Head of Fukuoka Regional Headquarters, the Bank
Jun. 2011
Representative Executive Director(Representative Director)
Regional Headquarters Management
Head of Fukuoka Regional Headquarters, the BankMay 2013
Representative Executive Director(Representative Director)
Regional Headquarters Management, the Bank
Jun. 2013
Deputy President(Representative Director)
Regional Headquarters Management,the Bank
Oct. 2014
Deputy President(Representative Director), the Bank
Oct. 2016
Deputy President(Representative Director)
In charge of the Internal Audit Division,the Bank(current
position)
Oct. 2016
Deputy President(Representative Director)
In charge of the Internal Audit Division, the Company(current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Chairman, Fukuoka Chamber of Commerce & Industry
Director, Audit and Supervisory Committee member, PLENUS Co., Ltd.
Audit & Supervisory Board member, COCA-COLA WEST COMPANY,
LIMITED

Number of shares of theCompany held

5,035 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2004 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr. Seiji
Isoyama has been in charge of the sales divisions, the Corporate Administration Division, the Group Companies
Management Division and the Internal Audit Division etc., and accumulated considerable experience inmanagement. Additionally, he was appointed Deputy President of the Company in October 2016. The Company
nominates him as a candidate for director as he has been judged to be a person that can contribute to the Company’s
management from his experience, capability, personality and knowledge.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1980

Souichi
Kawamoto(Sep. 19, 1957)
59 years old

4[Reappointment]

Joined Fukuoka SOGO Bank (Fukuoka City
Bank)(currently, THE NISHI-NIPPON CITY
BANK, LTD.)
Jun. 2008
Director
Deputy Head of Kita-Kyushu Regional
Headquarters
General Manager of Kita-Kyushu Head Office
General Manager of Kokura Branch, the BankMay 2010
Director
Head of Kita-Kyushu General Headquarters,
the Bank
Jun. 2010
Managing Director
Head of Kita-Kyushu General Headquarters,
the Bank
Jun. 2011
Managing Director
Head of Kita-Kyushu General Headquarters,
the Bank
Jun. 2012
Executive Director
Head of Kita-Kyushu General Headquarters,
the Bank
May 2014
Executive Director
Head of Kitakyushu&Yamaguchi Region, theBank
Jun. 2014
Deputy President (Representative Director)
Head of Kitakyushu&Yamaguchi Region,theBank
Oct. 2014
Deputy President (Representative Director)
Head of Kitakyushu&Yamaguchi Region
Regional Headquarters Management, the Bank
Jun. 2016
Deputy President(Representative Director)
Head of Kitakyushu&Yamaguchi Region
Regional Headquarters Management
In charge of the IT Strategy Division, theOperations Planning & Management Division,
the Bank(current position)
Oct. 2016
Director,
In charge of the Group Strategy Planning
Division, the Company(current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Director, DAIICHI KOUTSU SANGYO Co.,Ltd.
Audit & Supervisory Board member, OHISHI SANGYO CO., LTD.

Number of shares of theCompany held

1,260 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2008 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Souichi Kawamoto has accumulated experience in business operations, such as Head of Kitakyushu & Yamaguchi
Region and in charge of the sales divisions. Additionally, he was appointed director of the Company in October
2016. The Company nominates him as a candidate for director as he has been judged to be a person that cancontribute to the Company’s management from his experience, capability, personality and knowledge.

10/16

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)the Company held

Apr. 1978

KiyotaTakata(Jan. 5, 1954)
63 years old

5[Reappointment]

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.)
Jun. 2007
Director
General Manager of Executive Secretariat, theBank
May 2009
Director, the Bank
Jun. 2010
Managing Director, the Bank
Jun. 2011
Managing Director, the Bank
Jun. 2012
Executive Director, the Bank
Jun. 2016
Deputy President(Representative Director)
In charge of the Public Relations Division, theExecutive Secretariat, the Human Resources
Division, and the Corporate Administration
Division, the Bank (current position)
Oct. 2016
Director,
In charge of the Corporate Planning Division,
the Company (current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Director, PIETRO Co., Ltd.

Number of shares of

6,470 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2007 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr. Kiyota
Takata has accumulated experience in business operations, such as the Public Relations Division, the Executive
Secretariat, the Human Resources Division, the Internal Audit Division and the International Business Division.
Additionally, he was appointed director of the Company in October 2016. The Company nominates him as a
candidate for director as he has been judged to be a person that can contribute to the Company’s management fromhis experience, capability, personality and knowledge.

11/16

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)the Company held

Apr. 1981

Hiroyuki Irie
(Nov. 11, 1957)
59 years old

6[Reappointment]

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.)
Jun. 2010
Director
Deputy Head of Fukuoka Regional
Headquarters
General Manager of Head Office
General Manager of Fukuoka Branch, the Bank
Jun. 2011
Managing Director
Deputy Head of Fukuoka Regional
Headquarters
General Manager of Head Office
General Manager of Fukuoka Branch, the BankMay 2013
Managing Director,the Bank
Jun. 2015
Executive Director, the BankMay 2016
Executive Director
In charge of the Corporate Business Solution
Division and the Regional RelationshipManagement Division, the Bank(current
position)
Oct. 2016
Director, the Company (current position)(Significant concurrent positions)Executive Director, THE NISHI-NIPPON CITY BANK, LTD.
Director,Shinoken Group. Co., Ltd.

Number of shares of

4,300 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2010 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Hiroyuki Irie has been in charge of the sales divisions and the Regional Relationship Management Division etc., andhas accumulated experience in business operations. Additionally, he was appointed director of the Company in
October 2016. The Company nominates him as a candidate for director as he has been judged to be a person that cancontribute to the Company’s management from his experience, capability, personality and knowledge.

12/16

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)the Company held

Apr. 1981

Shinya Hirota(Nov. 30, 1958)
58 years old

7[Reappointment]

Joined The Bank of Tokyo, Ltd. (currently The
Bank ofTokyo-Mitsubishi UFJ, Ltd.)May 2009
Senior Manager of Internal Audit Office, theInternal Audit &Credit Examination DivisionDec. 2009
Joined THE NISHI-NIPPON CITY BANK,LTD.
General Manager of the International Business
Division,the BankMay 2010
General Manager of the International Business
Division,the Bank
Jun. 2011
Executive Officer
General Manager of the International Business
Division,the Bank
Jun. 2012
Senior Executive Officer
General Manager of the International Business
Division,the Bank
Jun. 2013
Managing Director
General Manager of the International Business
Division,the BankMay 2014
Managing Director
In charge of the Treasury & Portfolio
Investment Division, the Treasury & Securities
Transaction Division and the International
Business Division, the Bank(current position)
Oct. 2016
Director, the Company (current position)(Significant concurrent positions)Managing Director,THE NISHI-NIPPON CITY BANK, LTD.
Audit & Supervisory Board member, OK Food Industry Co., Ltd.

Number of shares of

800 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2013 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr. Shinya
Hirota has been in charge of the International Business Division, the Treasury & Portfolio Investment Division andthe Treasury & Securities Transaction Division etc., and has accumulated experience in business operations.
Additionally, he was appointed director of the Company in October 2016. The Company nominates him as a
candidate for director as he has been judged to be a person that can contribute to the Company’s management fromhis experience, capability, personality and knowledge.

13/16

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)the Company held

Apr. 1983

Hideyuki
Murakami(Mar. 14, 1961)
56 years old

8[Reappointment]

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.)
Jun. 2010
Executive Officer
General Manager of the Human Resources
Division and the HumanResource
Development Office, the BankMay 2012
Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2012
Senior Executive Officer
General Manager of the Corporate Planning
Division,the BankMay 2014
Senior Executive Officer,the Bank
Jun. 2014
Managing Director, the BankMay 2016
Managing Director
Head of Tokyo Headquarters,the Bank
Oct. 2016
Director,
In charge of the Compliance & Risk
Management Division, Deputy in charge of the
Corporate Planning Division, the Company(current position)
Apr. 2017Managing Director
Head of Tokyo Headquarters
In charge of the Corporate Planning Division,
the Corporate Risk Management Division and
the Compliance Risk Supervisory Division,theBank(current position)(Significant concurrent positions)Managing Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit & Supervisory Board member, Showa Manufacturing Co., Ltd.

Number of shares of

3,000 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2014 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Hideyuki Murakami has been in charge of the corporate planning and management divisions etc., and has
accumulated experience in business operations. Additionally, he was appointed director of the Company in October
2016. The Company nominates him as a candidate for director as he has been judged to be a person that cancontribute to the Company’s management from his experience, capability, personality and knowledge.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)the Company held

Apr. 1983

Hiroyuki Takeo(Sep. 19, 1958)
58 years old

9[Reappointment]

Joined Fukuoka SOGO Bank (Fukuoka City
Bank) (currently, THE NISHI-NIPPON CITY
BANK, LTD.)
Dec. 2011
Executive Officer
General Manager of the Corporate
Administration Division, the Bank
Apr. 2013
Senior Executive Officer
General Manager of the Corporate
Administration Division,the BankMay 2013
Senior Executive Officer
General Manager of Head Office
General Manager of Fukuoka Branch, the BankMay 2016
Senior Executive Officer,the Bank
Jun. 2016
Managing Director
In charge of the Credit Risk Management
Division and the Credit Supervision Division,
the Bank(current position)
Oct. 2016
Director, the Company (current position)(Significant concurrent positions)Managing Director, THE NISHI-NIPPON CITY BANK, LTD.

Number of shares of

2,310 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2016 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Hiroyuki Takeo has been responsible for areas such as the credit supervision division, and has accumulated
experience in business operations. Additionally, he was appointed director of the Company in October 2016. The
Company nominates him as a candidate for director as he has been judged to be a person that can contribute to theCompany’s management from his experience, capability, personality and knowledge.
(Note) There is no special interest between each candidate for director and the Company.

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Proposal No. 4: Decision of Amount of Remuneration to Directors (excluding those who are Audit andSupervisory Committee members)
Pursuant to Article 2 of the Supplementary Provisions of the Company’s Articles of Incorporation, thetotal amount of remuneration, etc. for Directors (excluding those who are Audit and Supervisory
Committee members) of the Company has been limited within 25 million yen per month, for the period
from incorporation of the Company to the close of the first Annual General Meeting of Shareholders.
Accordingly, the Company requests approval for the amount of remuneration, etc. for Directors(excluding those who are Audit and Supervisory Committee members) of the Company subsequent to theclose of this Annual General Meeting of Shareholders.
As a result of prudent consideration of various factors such as the management structure, economic trends,
and the number of Directors of the Company, the Company proposes that the total amount of
remuneration, etc. for Directors (excluding those who are Audit and Supervisory Committee members) of
the Company continue to be within 25 million yen per month.
The amount of remuneration, etc. to Directors (excluding those who are Audit and Supervisory
Committee members) shall not include the amount of salary as employees for those who concurrently
serve as employees.
In addition, should Proposal No. 3 be approved as originally proposed, the number of Directors(excluding those who are Audit and Supervisory Committee members) will be 9. The Company requests
that the timing of payment and distribution, etc., for remuneration, etc., be entrusted to the Board of
Directors.

Proposal No. 5: Decision of Amount of Remuneration to Directors who are Audit and Supervisory
Committee members
Pursuant to Article 2 of the Supplementary Provisions of the Company’s Articles of Incorporation, thetotal amount of remuneration, etc. for Directors who are Audit and Supervisory Committee members of
the Company has been limited within 8 million yen per month, for the period from incorporation of theCompany to the close of the first Annual General Meeting of Shareholders.
Accordingly, the Company requests approval for the amount of remuneration, etc. for Directors who are
Audit and Supervisory Committee members of the Company subsequent to the close of this Annual
General Meeting of Shareholders.
As a result of prudent consideration of various factors such as the management structure, economic trends,
and the number of Directors of the Company, the Company proposes that the total amount of
remuneration, etc. for Directors who are Audit and Supervisory Committee members of the Company
continue to be within 8 million yen per month.
In addition, the number of Directors who are Audit and Supervisory Committee members is 4. The
Company requests that the timing of payment and distribution, etc., for remuneration, etc. be entrusted todeliberation among Directors who are Audit and Supervisory Committee members.

End
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