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

Securities Code: 6369
June 5, 2019
To our shareholders:
Toru Yanagawa
President and Representative Director
TOYO KANETSU K.K.
11-1 Minamisuna 2-chome, Koto-ku, Tokyo

Notice of the 111th Annual General Meeting of Shareholders
You are cordially invited to attend the 111th Annual General Meeting of Shareholders of TOYO KANETSU K.K.
(the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or by electronic
methods (the Internet, etc.). Please review the attached Reference Documents for General Meeting of Shareholders,and exercise your voting rights.
Instructions for the Exercise of Voting Rights
Exercising voting rights by attending the General Meeting of Shareholders
Please submit the enclosed voting form to the reception on the day of the meeting.
Exercising voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company by postal mail so that your vote is received by 5:30 p.m. on Wednesday, June 26, 2019 (JST).
Exercising voting rights via the Internet, etc.
Please access the website specified by the Company for exercising your voting rights (https://evote.tr.mufg.jp/) andexercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2019 (JST).
* The Company participates in the electronic voting platform.

1. Date and Time: Thursday, June 27, 2019, 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue:
Large Hall, 3F, The Industry Club of Japan
4-6 Marunouchi 1-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 111th fiscal year (from April 1, 2018
to March 31, 2019), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 111th fiscal year (from April 1, 2018 to March 31, 2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (Excluding Audit and Supervisory Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Determination of Remuneration Details and Amounts Associated with the Introduction ofa Performance-Linked Share-Based Remuneration Plan for Directors and Executive
Officers- If you attend the meeting in person, please submit the enclosed voting form to the reception. In addition, please bring this notice withyou for reference during the meeting.
- If there are any modifications to the Reference Documents for General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements, such modifications will be published on the
Company’s website.

The Company’s website (https://www.toyokanetsu.co.jp/)-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, and has been
maintaining a basic policy for the return of profit to shareholders to optimize the balance between financial soundness
and the return of profit to its shareholders.
In accordance with the policy for the return of profit to shareholders, the Company proposes to pay year-end
dividends for the 111th fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥100 per common share of the Company.
In this event, the total dividends will be ¥903,935,100.
(3) Effective date of dividends of surplus
June 28, 2019
<Reference>
Policy for return of profit to shareholders (fiscal year ended March 31, 2019)- Consolidated dividend payout ratio: set at 30% or more.
(However, the lower limit will be set at ¥10 per share annually [¥100 per share annually from the fiscal year ended March 31, 2018
due to the share consolidation conducted on October 1, 2017].)- Consolidated total return ratio: set at 100% or more, flexibly implementing acquisition of treasury shares.
(However, this limit does not apply where a large scale demand for funds arises.)- Effective period of the policy: For three fiscal years, from the fiscal year ended March 31, 2017, to the fiscal year ended March 31,
2019. A review will be made at the expiry of the period.

-2-

Proposal No. 2

Election of Six Directors (Excluding Audit and Supervisory Committee Members)

The terms of office of all four Directors (excluding Audit and Supervisory Committee Members) will expire at theconclusion of this meeting. Therefore, following the merger with TOYO KANETSU SOLUTIONS K.K. as of April
1, 2019, the Company proposes election of six Directors including additional two Directors (excluding Audit andSupervisory Committee Members) in order to strengthen the management system.
Furthermore, as members of the “Nomination and Compensation Committee” (the majority of which are outside
Directors), which was established voluntarily, all members of the Audit and Supervisory Committee madedeliberations according to the criteria and procedures stipulated in the Company’s “Corporate Governance Guidelines”
and participated in processes to report and make decisions in the meeting of the Board of Directors. Having also
reexamined the above in the Audit and Supervisory Committee, it has been determined that the procedures fornominating candidates for Director who are not Audit and Supervisory Committee Members are appropriate and eachcandidate is eligible to be a Director of the Company.
The candidates for Director (excluding Audit and Supervisory Committee Members) are as follows:
Candidate
No.

Name

1

Toru Yanagawa

2

Isao Shimomae

President and Representative
Director
Director

3

Masayuki Takeda

Director

4

Keisuke Kodama

Director

5

Takashi Owada–

6

Kazuhito Watanabe–

Current position

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected-3-

Responsibility, etc.

Attribute–

Reelection

Executive Vice President
Senior Managing Officer andDivision Manager of Overseas
Plant & Machinery Division
Senior Managing Officer andDivision Manager of Corporate
DivisionManaging Officer and Division
Manager of Logistic Solutions
DivisionManaging Officer and Deputy
Division Manager of Logistic
Solutions Division

Reelection
Reelection

Reelection

New election

New election

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1975

Joined the Company

Apr. 1998

1

2

Number of theCompany’s shares
ownedGeneral Manager of Machinery & Plant Sales
Department of Sales Division
July 2000
Executive Officer and General Manager ofToru Yanagawa
Machinery & Plant Sales Department of Sales(February 26, 1953)
Division
July 2003
Senior Executive Officer and Deputy Division
Reelection
Manager of Plant & Machinery Division
June 2005
Director, Senior Executive Officer, and Deputy
Tenure as Director (at the
14,297 shares
Division Manager of Plant & Machinery
conclusion of this meeting)
Division
14 years
Apr. 2008
Director
Apr. 2008
President & Representative Director of TOYO
Attendance to the Board of
KANETSU SOLUTIONS K.K. (currently the
Directors meetings
Company)
12/12
Apr. 2014
President and Representative Director of theCompany (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance not only in his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the logistic solutions business. Moreover, given his excellent
management skills, cultivated through his experience as President, etc. of both the Company and TOYO KANETSU
SOLUTIONS K.K. (currently the Company), a subsidiary operating our logistic solutions business, the Company
proposes his reelection as Director.
Apr. 1975
Joined the Company
Apr. 2005
General Manager of Maintenance Department
of Plant & Machinery Division
June 2007
Executive Officer and General Manager ofMaintenance Department of Plant & Machinery
Isao Shimomae
Division(December 30, 1954)
July 2009
Senior Executive Officer and Deputy Division
Manager of Plant & Machinery Division
Reelection
June 2010
Director, Senior Executive Officer and Deputy
Division Manager of Plant & Machinery
Tenure as Director (at the
6,843 shares
Divisionconclusion of this meeting)
9 years
Apr. 2014
Director and Deputy Division Manager of Plant& Machinery Division
Attendance to the Board ofApr. 2016
Director and General Manager of Plant &Directors meetings
Machinery Division
12/12
Apr. 2018
Director and Deputy President
Apr. 2019
Director and Executive Vice President (current
position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the plant & machinery business that he has mainly
engaged in since joining the Company, and given his excellent management skills, cultivated through his experience as
General Manager of Maintenance Department, General Manager of business divisions, and Executive Vice President,
etc., the Company proposes his reelection as Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1982
July 2004

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Construction Engineering
Department and Overseas Construction
Department of Plant & Machinery Division
Apr. 2008
General Manager of Production Engineering
Department and Overseas Construction
Department of Plant & Machinery Division
July 2009
Executive Officer and General Manager ofOverseas Construction Department of Plant &Machinery Division
Apr. 2013
Senior Executive Officer, General Manager ofOverseas Construction Department andProduction Engineering Department of Plant &Masayuki Takeda
Machinery Division(March 1, 1960)
June 2013
Director, Senior Executive Officer, General
Manager of Overseas Construction Department
Reelection
and Production Engineering Department ofPlant & Machinery Division
Tenure as Director (at the
3,819 shares
Apr. 2014
Director, Senior Executive Officer, General
conclusion of this meeting)Manager of Overseas Construction Department
6 years
and Production Engineering Department ofPlant & Machinery Division
Attendance to the Board of
Directors meetings
Oct. 2015
Director, Senior Executive Officer and in
12/12
charge of Sales of Plant & Machinery Division
Apr. 2016
Director and Deputy General Manager of Plant& Machinery Division
Apr. 2017
Director, Deputy General Manager and in
charge of Global Strategy Office of Plant &Machinery Division
Apr. 2018
Director and General Manager of Plant &Machinery Division
Apr. 2019
Director, Senior Managing Officer and Division
Manager of Overseas Plant & Machinery
Division (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the plant & machinery business that he has mainly
engaged in since joining the Company and, given his excellent management skills, cultivated through his experience as
the General Manager of Overseas Construction Department, General Manager of Production Engineering Department
and General Manager of business divisions, etc., the Company proposes his reelection as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1982
July 2006

4

Number of theCompany’s shares
ownedJoined the Company
General Manager of Domestic Sales
Department of Plant & Machinery Division
Apr. 2009
General Manager of Corporate Management
Department of Corporate Management Division
Apr. 2010
Executive Officer and General Manager ofCorporate Management Department ofCorporate Management Division
Apr. 2012
Seconded to TOYO KANETSU SOLUTIONS
Keisuke Kodama
K.K. (currently the Company), and Executive(December 26, 1958)
Officer
Apr. 2013
Transferred to TOYO KANETSU
Reelection
SOLUTIONS K.K., and Senior Executive
Officer
Tenure as Director (at the
3,439 sharesconclusion of this meeting)Apr. 2015
Transferred to the Company, Senior Executive
4 years
Officer and Deputy Division Manager ofCorporate Management Division
Attendance to the Board ofJune 2015
Director and Deputy Division Manager of
Directors meetings
Corporate Management Division
12/12
Apr. 2016
Director and General Manager of Corporate
Management Division
Apr. 2018
Director and General Manager of Corporate
Management Division
Apr. 2019
Director, Senior Managing Officer and Division
Manager of Corporate Division (current
position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in not only his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the Corporate Management Division and the logistic solutions
business. Moreover, given his excellent management skills, cultivated through his experience as General Manager ofDomestic Sales Department of plant & machinery business, General Manager of Corporate Management Division, andas an officer in charge of sales, etc. in TOYO KANETSU SOLUTIONS K.K. (currently the Company), a subsidiary
operating our logistic solutions business, the Company proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1985
Oct. 2002

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company),and General Manager of System Sales No. 1
Department, Marketing Division
Takashi Owada
July 2006
General Manager of SI Department, System(June 19, 1962)
Division
Apr. 2008
Executive Officer and General Manager ofNew election
System Division
Apr. 2015
Senior Executive Officer
Tenure as Director (at the309 sharesconclusion of this meeting)Apr. 2018
Transferred to the Company, and Executive- years
Officer
Seconded to TOYO KANETSU SOLUTIONS
5
Attendance to the Board ofK.K. (currently the Company), and Director
Directors meetingsand Senior Executive Officer
Apr. 2019
Managing Officer and Division Manager of
Logistic Solutions Division of the Company(current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistic solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Director and General Manager of System Division, etc. of TOYO KANETSU SOLUTIONS K.K.
(currently the Company), a subsidiary operating our logistic solutions business, the Company proposes his election as
Director.
Apr. 1983
Joined the Company
Oct. 2002
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company)
Apr. 2007
General Manager of Marketing No.3
Department, Marketing Division
Kazuhito Watanabe
Apr. 2012
General Manager Supervising Marketing(November 17, 1960)
Division
Apr. 2014
Executive Officer and General Manager
New election
Supervising Marketing Division
Tenure as Director (at theApr. 2017
Senior Executive Officer
832 sharesconclusion of this meeting)Apr. 2018
Transferred to the Company, and Executive- years
Officer
Seconded to TOYO KANETSU SOLUTIONS
6
Attendance to the Board ofK.K. (currently the Company), and Director
Directors meetingsand Senior Executive Officer
Apr. 2019
Managing Officer and Deputy Division
Manager of Logistic Solutions Division of theCompany (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistic solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Director and General Manager Supervising Marketing Division, etc. of TOYO KANETSU SOLUTIONS
K.K. (currently the Company), a subsidiary operating our logistic solutions business, the Company proposes hiselection as Director.
Notes: There is no special interest between any of the candidates for Director and the Company.

-7-

Proposal No. 3

Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors who are Audit andSupervisory Committee Members.
Furthermore, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Kazuto Abe

Full-time Audit andSupervisory Committee
Member－2

Toshiaki Hiwatari

Audit and Supervisory
Committee Member－

3

Tsuneo Nagai

Audit and Supervisory
Committee Member－

4

Shigeharu Nakamura

Audit and Supervisory
Committee Member－

Current position

Responsibility, etc.

Reelection: Candidate for Director who is Audit and Supervisory Committee Member to be reelected
Outside: Candidate of outside Director who is Audit and Supervisory Committee Member
Independent: Independent officer as defined by the securities exchange-8-

Attribute
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976
July 2000

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Department ofCorporate Management DivisionDec. 2002
Executive Officer
Kazuto Abe
July 2003
Seconded to TOYO KANETSU SOLUTIONS(April 27, 1953)
K.K. (currently the Company), and Executive
Officer and Deputy Division Manager ofReelection
Corporate Management Division
Division Manager of Corporate Management
Tenure as Audit and Supervisory Aug. 2004
Division
Committee Member (at theApr. 2009
Executive Officer, General Manager of General
conclusion of this meeting)& Personnel Affairs Department of Corporate
4 years
2,920 shares
Management Division, and General Manager of
Chiba Plant of the Company
Attendance to the Board of
Directors meetings
June 2009
Outside Audit & Supervisory Board Member of
12/12
TOYO KOKEN K.K.
Apr. 2012
Executive Officer, in charge of General &Attendance to the Audit andPersonnel Affairs, and Chiba Plant of theSupervisory Committee
Company
meetings
June 2012
Full-time Auditor
13/13
June 2015
Director (Full-time Audit and Supervisory
Committee Member) (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director who is Audit and Supervisory Committee Member
He has abundant experience and knowledge cultivated through his pursuits in the management department that he has
mainly engaged in since joining the Company, as General Manager of Accounting Department, General Manager ofGeneral & Personnel Affairs Department, and as General Manager of Corporate Management Division, etc., in TOYOKANETSU SOLUTIONS K.K. (currently the Company), a subsidiary operating our logistic solutions business. He has
also been actively providing his opinions and advice to the Company as Full-time Auditor since 2012 and as Director
who is Full-time Audit and Supervisory Committee Member since 2015. Therefore, having judged that he willcontribute to enhanced auditing and supervisory potential across the overall management, the Company proposes his
reelection as Director who is Audit and Supervisory Committee Member.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1970
June 1997

2

Number of theCompany’s shares
owned

Appointed as Public Prosecutor
Public Prosecutor of the Supreme Public
Prosecutors Office
Aug. 2002
Director-General of the Criminal Affairs
Bureau of the Ministry of Justice
June 2004
Vice-Minister of JusticeDec. 2006
Superintending Prosecutor of the Tokyo High
Public Prosecutors Office
Toshiaki Hiwatari
July 2008
Prosecutor-General(August 4, 1945)
Sept. 2010
Registered as an attorney at law, Advisor
Attorney at law for TMI Associates (current
Reelection
position)
OutsideJune 2012
Outside Corporate Auditor of Honda Motor
Independent
Co., Ltd.
Outside Auditor of the Company
Tenure as Audit and Supervisory
Oct. 2012
Outside Director of Nomura Securities Co.,
Committee Member (at theLtd.
conclusion of this meeting)0 shares
June 2015
Outside Director (Audit and Supervisory
4 years
Committee Member) of the Company (current
position)
Attendance to the Board of
Oct.
2016
Corporate Auditor (outside) of The Kagoshima
Directors meetings
Bank,
Ltd.
12/12
June 2017
Outside Director (Audit and Supervisory
Committee Member) of Honda Motor Co., Ltd.
Attendance to the Audit and(plan to retire in June 2019)
Supervisory Committee
Apr. 2019
Outside Director (Audit and Supervisory
meetings
Committee Member) of Nomura Securities Co.,
13/13
Ltd. (current position)
Outside Director of The Kagoshima Bank, Ltd.
(current position)(Significant concurrent positions outside the Company)
Advisor Attorney at law for TMI Associates
Outside Director (Audit and Supervisory Committee Member)of Nomura Securities Co., Ltd.
Outside Director of The Kagoshima Bank, Ltd.
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member
He has specialist expertise cultivated as a public prosecutor and attorney at law. He has been actively providing his
opinions and advice to the Company as outside Auditor since 2012 and as outside Director who is Audit andSupervisory Committee Member since 2015. Therefore, having judged that he will contribute to enhanced auditing andsupervisory potential across the overall management, the Company proposes his reelection as outside Director who is
Audit and Supervisory Committee Member.

- 10 -

Candidate
No.

Name
(Date of birth)

Apr. 1966
June 1996
June 2002

Number of theCompany’s shares
ownedJoined Citizen Watch Co., Ltd.
Director
Managing Director and General Manager ofReelection
Watch Business Supervisory Department
OutsideJune 2004
Senior Managing Director
Independent
Apr. 2007
President and CEO
July 2007
Chairman of JAPAN CLOCK & WATCH
Tenure as Audit and Supervisory
ASSOCIATION
Committee Member (at theJune 2010
Director and Executive Advisor of Citizen
conclusion of this meeting)
Watch Co., Ltd.
2,000 shares
4 years
June 2011
AdvisorJune 2012
Outside Auditor of the Company
Attendance to the Board ofJune 2015
Outside Director (Audit and Supervisory
Directors meetings
Committee Member) (current position)
12/12(Significant concurrent positions outside the Company)–
Attendance to the Audit andSupervisory Committee
meetings
13/13
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member
He has abundant experience and broad range of knowledge of all aspects of corporate management cultivated throughhis service as the manager of listed companies (of different industries). He has been actively providing his opinions andadvice to the Company as outside Auditor since 2012 and as outside Director who is Audit and Supervisory Committee
Member since 2015. Therefore, having judged that he will contribute to enhanced auditing and supervisory potential
across the overall management, the Company proposes his reelection as outside Director who is Audit and Supervisory
Committee Member.
Tsuneo Nagai(March 7, 1944)

3

Career summary, position and responsibility in the Company- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976

4

Notes:

1.
2.
3.

4.

Number of theCompany’s shares
ownedJoined The Saitama Bank, Limited (currently
Resona Bank, Limited)
June 2006
Director, Senior Managing Executive Officer incharge of Aggregate Funds Division and in
charge of Corporate Governance Office
June 2008
Deputy President and Representative Director,
Executive Officer in charge of Human
Resources Division and in charge of the
Corporate Governance Office
June 2009
Executive Officer in charge of Corporate
Shigeharu Nakamura
Communications Division and in charge of(September 17, 1953)
Human Resources Division of Resona
Holdings, Inc.
Reelection
June 2011
Deputy President and Representative Director,
Outside
Executive Officer in charge of the Corporate
Independent
Center (excluding the Corporate Management
Department) of Resona Bank, Limited
Tenure as Audit and Supervisory
Outside Director of Saitama Resona Bank,
Committee Member (at theLimitedconclusion of this meeting)Apr. 2012
President and Representative Director of
0 shares
4 years
Resona Research Institute Co., Ltd.
June 2013
Outside Auditor of the Company
Attendance to the Board ofJune 2014
Outside Auditor of F-TECH INC. (current
Directors meetings
position)
12/12
Outside Auditor of RIKEN TECHNOSCORPORATION
Attendance to the Audit and
June
2015
OutsideDirector (Audit and Supervisory
Supervisory Committee
Committee
Member) of the Company (current
meetings
position)
13/13
June 2016
Outside Director (Audit & Supervisory
Committee Member) of RIKEN TECHNOSCORPORATION (current position)
June 2018
External Director of The Shoko Chukin Bank,
Ltd. (current position)(Significant concurrent positions outside the Company)
Outside Auditor of F-TECH INC.
Outside Director (Audit & Supervisory Committee Member) of
RIKEN TECHNOS CORPORATION
External Director of The Shoko Chukin Bank, Ltd.
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member
He has abundant experience and knowledge of all aspects of corporate management cultivated through his service as the
manager of a financial institution. He has been actively providing his opinions and advice to the Company as outside
Auditor since 2013 and as outside Director who is Audit and Supervisory Committee Member since 2015. Therefore,
having judged that he will contribute to enhanced auditing and supervisory potential across the overall management, theCompany proposes his reelection as outside Director who is Audit and Supervisory Committee Member.
There is no special interest between any of the candidates for Director who are Audit and Supervisory Committee Members
and the Company.
Toshiaki Hiwatari, Tsuneo Nagai, and Shigeharu Nakamura are candidates for outside Director.
Although Toshiaki Hiwatari has never been directly involved in the management of a company except as an outside officer,
the Company judges that he will appropriately fulfill his duties as described in “Reasons for nomination as candidate foroutside Director who is Audit and Supervisory Committee Member.”Toshiaki Hiwatari, Tsuneo Nagai, and Shigeharu Nakamura are currently outside Directors who are Audit and Supervisory
Committee Members of the Company, and at the conclusion of this meeting, their tenure as outside Directors will havebeen four years.

- 12 -

5. Shigeharu Nakamura, in the past, has served as a person executing business in the positions in Resona Bank, Limited,which is a specified affiliated business operator (a major client) for the Company. However, he has retired as Deputy
President and Representative Director and Executive Officer of Resona Bank, Limited as of March 2012.
6. The Company has entered into agreements with Kazuto Abe, Toshiaki Hiwatari, Tsuneo Nagai and Shigeharu Nakamura
to limit their liability to the amount stipulated by laws and regulations, and if they are reelected, the Company plans tocontinue an agreement with the same content with them.
7. Toshiaki Hiwatari, Tsuneo Nagai, and Shigeharu Nakamura satisfy the requirements for an independent officer as provided
for by Tokyo Stock Exchange, Inc., and the Company has submitted notifications to the aforementioned exchange
concerning their appointments as independent officers. If their reelection is approved, the Company plans to submit
notification for their appointment as independent officers again.

- 13 -

Proposal No. 4

Determination of Remuneration Details and Amounts Associated with the Introduction of a
Performance-Linked Share-Based Remuneration Plan for Directors and Executive Officers

1. Reasons for the Proposal and Reasons Justifying such Remuneration
The Company proposes the introduction of a new performance-linked share-based remuneration plan (hereinafterreferred to as the “Plan”) to issue shares of the Company in proportion to rank and other criteria for theCompany’s Directors (excluding Audit and Supervisory Committee Members and Outside Directors) and
Executive Officers who are not Directors but have a rank of at least Senior Executive Officer (hereinaftercollectively referred to as “Directors, etc.”). The Plan is separate from the remuneration amounts for Directors(excluding Audit and Supervisory Committee Members) approved at the 107th Annual General Meeting of
Shareholders held on June 26, 2015 (which were within a monthly amount of ¥15 million) and is for providing
a performance-linked share-based remuneration to Directors, etc. from the business year starting April 1, 2019.
Moreover, details regarding the Plan shall be entrusted to the Board of Directors, within the amount shown insection 2 of this proposal, below.
The Plan is intended to further clarify the relationship between the remuneration of the Directors, etc. and both
the Company’s performance and share value; not only to allow the Directors, etc. to benefit from the merits ofincreases in share value, but to bear the burden of risk of change in share price and, through sharing the profit
and risk associated with share prices with the Company’s shareholders, increase their awareness for contributing
to elevating the corporate value and improving performance in the mid to long term.
This proposal aims to clarify the relationship between the remuneration of the Directors, etc. and both theCompany’s performance and share value, and by having the Directors, etc. share the profit and risk associatedwith changes in share prices with the Company’s shareholders, to increase their awareness for contributing toelevating the corporate value and improving performance in the mid to long term. In this regard, the Company
proposes the introduction of performance-linked share-based remuneration plan, which is a remuneration systemthat is highly linked to the Company’s performance, as well as being transparent and highly objective. The
Company considers the details thereof as appropriate.
Moreover, if Proposal 2, “Election of Six Directors (Excluding Audit and Supervisory Committee Members)” isapproved as proposed, the number of Directors of the Company applicable to the Plan will be six. In addition, as
stated above, the Plan also applies to Executive Officers who are not Directors but have a rank of at least Senior
Executive Officer (as of June 27, 2019, there will be four Executive Officers who do not serve concurrently as
Directors applicable to the Plan, excluding two who are candidates for Director in Proposal 2) and, together with
the Directors (excluding Audit and Supervisory Committee Members and Outside Directors), the Plan istherefore applicable to ten individuals as of June 27, 2019. This proposal proposes the amount and details of the
remuneration to Directors, etc. for the entire remuneration based on the Plan, given the possibility that these
Executive Officers may be elected as Directors following the start of the Plan.
Moreover, as per the procedures for nominating the candidate for Directors described in Proposal 2, all membersof the Audit and Supervisory Committee participated in the deliberation and reporting processes as members of
the “Nomination and Compensation Committee,” pursuant to the Company’s “Corporate Governance
Guidelines.” Based on this, the Audit and Supervisory Committee reexamined the above and has determined thatthe procedures for determining the remuneration for Directors, etc. are appropriate and that the details of the
remuneration and the introduction of the Plan are reasonable.
2. Remuneration Amount of the Plan and Details Thereof(1) Overview of the Plan
The Plan is a performance-linked share-based remuneration plan that will use money contributed by theCompany as capital to acquire the Company’s shares via a trust (hereinafter, the trust established based on
the Plan shall be referred to as the “Trust”) and, based on the Regulations for the Provision of Shares for
the Performance-linked Share-based Remuneration Plan stipulated by the Company, each of the Directors,
etc. will be provided with shares of the Company that are in proportion to the number of points assigned
to each of the Directors, etc., and cash that is in proportion to the market price of the shares of the Company(hereinafter collectively referred to as the “Shares of the Company, etc.”) through the Trust.
(2) Individuals Eligible for the Plan
Directors (excluding Audit and Supervisory Committee Members and Outside Directors) and Executive
Officers who are not Directors but have a rank of at least Senior Executive Officer.
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(3)

(4)

(5)

(6)

Trust Period
The trust period shall be from August 2019 (planned) until the Trust is terminated (no specific termination
date is stipulated, and the Trust shall continue to exist as long as the Plan continues). Moreover, the Plan
will terminate upon abolition of the Regulations for the Provision of Shares for the Performance-linked
Share-based Remuneration Plan, delisting of the Company’s shares, etc.
Upper Limit on the Amount of Trust Money to be Contributed by the Company to the Trust as Capital for
Acquiring Shares
On the condition that this proposal is approved, the Company shall introduce the Plan for the three fiscal
years from the fiscal year ending March 31, 2020 until the fiscal year ending March 31, 2022 (hereinafterreferred to as the “Initial Plan Period”) and every three fiscal years starting from the end of the Initial Plan
Period (or the period of the medium-term management plan formulated following the Initial Plan Period;
hereinafter, these periods including the Initial Plan Period are collectively referred to as “Plan Periods”).
To implement the provision of Shares of the Company, etc. to the Directors, etc., the Company shallcontribute to the Trust cash capital for acquiring shares of the Company as shown below.
Initially, at the start of the trust period noted in (3) above, the Company shall contribute to the Trust funds
for acquiring shares of the Company for the Initial Plan Period with an upper limit of ¥150 million (ofwhich ¥111 million is for the Directors) (see Note). Moreover, during the Initial Plan Period, it shall bepermitted to make an additional contribution to the Trust to add to the amount contributed at the start of
the trust period for acquiring shares of the Company within the total of ¥150 million (of which ¥111 million
is for the Directors). In addition, after the Initial Plan Period and until the termination of the Plan, theCompany shall be permitted to contribute to the Trust within the upper limit of ¥150 million (of which¥111 million is for the Directors) for each of the Plan Periods. However, when implementing additional
contributions, if shares of the Company remain in the Trust (hereinafter referred to as the “Residual Shares,”excluding, however, the shares of the Company that correspond to the number of points conferred to
Directors, etc. [See (6) regarding points] for immediately before each of the Plan Periods for which theprovision to the Directors, etc. has not yet been completed) and money remains in the Trust (hereinaftercollectively referred to as “Residual Shares, etc.”) on the last day of the Plan Period immediately preceding
the Plan Period where the additional contribution is to be made, the Residual Shares, etc. shall beappropriated for the capital for provision under the Plan for the following Plan Periods and the amount of
the Residual Shares, etc. shall be deducted from the ¥150 million (of which ¥111 million is for the
Directors) of the upper limit for the additional contribution that the Company can make for the applicable
Plan Periods (Residual Shares shall be considered as corresponding to the value of their market price on
the last day of the immediately preceding Plan Period).
Note: In addition to the aforementioned capital to acquire shares of the Company, the actual money
contributed to the Trust by the Company includes the expected amount of expenses required for managing
the Trust.
Method of Acquisition of the Company’s Shares by the Trust and the Number of Shares to be Acquired
It is planned for the Trust to acquire the Company’s shares through the stock market or subscribing to theCompany’s disposal of treasury shares by using the funds contributed by the Company as in (4). The
Company shall not issue new shares. Consequently, acquiring shares of the Company by the Trust will notincrease the total number of issued shares of the Company and dilution of the shares will not occur. Details
regarding the method of acquisition will be determined and disclosed by the Company after this General
Meeting of Shareholders.
Moreover, following the establishment of the Trust, a maximum of 123,000 shares will be promptly
acquired in the Initial Plan Period.
Method of Calculating the Shares of the Company, etc. to be Conferred to Each of the Directors, etc. andUpper Limits Thereof
The Company shall grant each of the Directors, etc. every fiscal year the below points according to theirposition and the degree of attainment of performance goals, in accordance with the Regulations for theProvision of Shares for the Performance-linked Share-based Remuneration Plan stipulated by the Board of
Directors of the Company. Moreover, the Regulations for the Provision of Shares for the Performancelinked Share-based Remuneration Plan for the Initial Plan Period shall be resolved by the Board of
Directors following this General Meeting of Shareholders.
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(Calculation of Points)
Directors, etc. who are not responsible for business divisions or are responsible for corporate divisions:
Conferred points = base points for position × performance-linkage coefficient ((1) × 1.0)*
Directors, etc. responsible for business divisions:
Conferred points = base points for position × performance-linkage coefficient ((1) × 0.5 + (2) × 0.5)**
The performance-linkage coefficients (1) and (2) vary between 0% and 144% according to theachievements in ROE and the operating profits of each division (the segment profits).
In the Initial Plan Period, the points conferred to Directors, etc. for one fiscal year shall be at most 41,000
points (corresponding to 41,000 shares; of which 30,340 points are for the Directors [corresponding to
30,340 shares]), and the points conferred to Directors, etc. in the three fiscal years of the Initial Plan Period
shall be at most 123,000 points (corresponding to 123,000 shares; of which 91,020 points are for the
Directors [corresponding to 91,020 shares]).
Moreover, one point shall correspond to one share of the Company (fractions below one point will bediscarded). However, if stock splits, allotment without consideration, share consolidation, or the like, isimplemented for the shares of the Company following approval of this proposal, reasonable adjustments
will be made to the conversion rate.
(7) Provision of Shares of the Company, etc. to Each of the Directors, etc.
In principle, following the determination of the performance of the final fiscal year of each of the Plan
Periods, if the Directors, etc. fulfill the conditions for beneficiaries stipulated in the Regulations for theProvision of Shares for the Performance-linked Share-based Remuneration Plan, and on the condition thatthe Directors, etc. follow specified beneficiary determination procedures, the Trust will provide the
Directors, etc. shares of the Company in accordance with the cumulative total of points conferred in eachof the Plan Periods. However, from the perspective of ensuring capital for the payment of taxes, a numberof shares of the Company corresponding to 50% of the cumulative points shall be converted into cash by
the Trust, and the cash amount equal to the amount of the converted shares shall be paid to the Directors,
etc.
(8) Exercise of Voting Rights of Shares of the Company in the Trust
To ensure neutrality to management, the voting rights of the shares of the Company in the Trust (that is,
the shares of the Company prior to their provision to Directors, etc. as noted in (7)) shall not be exercised
during the trust period.
(9) Treatment of Dividends for Shares of the Company in the Trust
Dividends of the shares of the Company in the Trust shall be received by the Trust for the acquisition ofshares of the Company and for trust fees payable to the trustees of the Trust.
(10) Treatment upon Termination of the Trust
With regard to the Company’s shares among the residual assets of the Trust at the time of termination of
the Trust, the Company plans to acquire all such shares without consideration and cancel them by resolutionof the Board of Directors. In addition, of the residual assets of the Trust at the time of termination of theTrust, the Company plans to provide the balance of money to the Directors, etc. currently serving in
proportion to the number of points they have each accumulated as of that time.

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(Structure of the Plan)(1) Resolution by the General
Meeting of Shareholders of
the Company(2) Formulation of the Regulations for theProvision of Shares for the Performancelinked Share-based Remuneration Plan

[Settlor]
The Company

Stock market(4)
Monetary
payment(4) Sharesof theCompany(3)
Establishmentof the Trust(4) Shares of theCompany[Trustee]
Resona Bank, Limited[Beneficiary]
Directors, etc.

(6) Provision of Sharesof the Company, etc.

(4) Monetary payment[Subcontracted Trustee]
Japan Trustee Services Bank, Ltd.

(5) Non-exercise of
voting rights

(1)
(2)

(3)

(4)
(5)
(6)

[Trust Administrator]

The Company receives approval for the introduction of the Plan with regard to the remuneration for its officers
by the General Meeting of Shareholders of the Company.
The Company, through its Board of Directors, formulates the Regulations for the Provision of Shares for the
Performance-linked Share-based Remuneration Plan for the officers who will be provided Shares of theCompany, etc.
The Company will contribute funds within the scope for which approval was obtained at the General Meetingof Shareholders in (1), and establish a trust (the Trust) with those eligible to the Plan as candidates forbeneficiary. Moreover, the Company shall be permitted to make additional monetary contributions within thescope recorded above.
The Trust will use the money entrusted in (3) as capital to acquire shares of the Company through the stock
market or by subscribing to the Company’s disposal of treasury shares.
The voting rights of the shares of the Company in the Trust shall not be exercised at any time during the trust
period.
During the trust period, pursuant to the Regulations for the Provision of Shares for the Performance-linked
Share-based Remuneration Plan in (2), each of the Directors, etc. shall be conferred points each fiscal year ona specified day during each of the Plan Periods, with the conferment being in proportion to their position andthe extent to which performance goals were attained. Those who fulfill certain beneficiary requirements
stipulated by the Regulations for the Provision of Shares for the Performance-linked Share-based Remuneration
Plan shall be provided with a number of Shares of the Company, etc. that corresponds to the number ofconferred points that they have accumulated. In this case, from the perspective of ensuring capital for thepayment of taxes, a number of shares of the Company corresponding to 50% of the cumulative points shall be
converted into cash by the Trust, and the cash amount equal to the amount of the converted shares shall be paid
to those eligible.

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