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: 7161)
June 3, 2022
To our shareholders:
Koji Kawagoe, Representative Director and Chairman
Jimoto Holdings, Inc.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi

Notice of the 10th Annual General Meeting of Shareholders
and the General Meeting of Class Shareholders
You are cordially invited to attend the 10th Annual General Meeting of Shareholders (the “General Meeting”) and
the General Meeting of Class Shareholders of common shareholders (the “Class Meeting”) of Jimoto Holdings, Inc.
(the “Company”), which will be held as indicated below.
Proposals No. 2 “Partial Amendments to the Articles of Incorporation” of this General Meeting will also be submitted
to the Class Meeting concurrently held to obtain the resolutions under Article 322, paragraph 1, item 1 of theCompanies Act.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by the end of the business day prior to the meeting (5:10 p.m. on Wednesday, June 22, 2022 (JST)).
Information about the venue- The previous general meeting was held at the 9F Auditorium Hall in the Head Office of The Sendai Bank, Ltd. in
Sendai City, however, this year, the 10th Annual General Meeting of Shareholders will be held at the 3F Grand
Conference Hall in the Head Office of Kirayaka Bank, Ltd. in Yamagata City, with a live conference feed to the
9F Auditorium Hall in the Head Office of The Sendai Bank, Ltd. in Sendai City.
- The Company plans to hold the following general meeting of the shareholders in Sendai City.
<To shareholders attending the live feed in Sendai City>- The live feed venue in Sendai City is not a venue for the general meeting of shareholders pursuant to theCompanies Act. Please be aware that shareholders who attend the live feed will be able to watch the proceedingsof the meeting on the screen but will not be able to ask questions or exercise their shareholder rights, such as theapproval or disapproval of the proposals.
- If you plan to attend the live feed, please exercise your voting rights in advance in writing or via the internet andpresent the live feed admission sheet at the reception.
1. Date and Time: Thursday, June 23, 2022, at 10:00 a.m. (JST)
2. Venue:3-2-3, Hatago-machi, Yamagata-shi, Yamagata
3F Grand Conference Hall, Head Office of Kirayaka Bank, Ltd.
3. Purpose of the Meeting(General Meeting)
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 10th fiscal year (from April 1, 2021
to March 31, 2022), 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 10th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of 11 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)-1-(Class Meeting)
Matters to be resolved:
Partial Amendments to the Articles of Incorporation
Any changes in the operations, etc. of the Meetings due to changes in the circumstances in the future will beannounced on the Company’s website.
- When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception. In addition, please bringthis notice with you in order to save resources.
--

Of documents to be attached to this notice, “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated Financial
Statements” are posted on the Company’s website in accordance with laws and regulations, and the provision in Article 26 of theCompany’s Articles of Incorporation (in Japanese). Therefore, they are not included in the accompanying documents to this notice.
Consequently, the accompanying documents to this notice are a portion of the Consolidated Financial Statements and NonConsolidated Financial Statements audited by the Financial Auditor and the Audit and Supervisory Committee in preparing the audit
reports.
If any changes are made to items in the Reference Documents for General Meeting of Shareholders and the Business Report, or to
the Non-consolidated Financial Statements and the Consolidated Financial Statements, such changes will be posted on the Company’s
website.
The Company’s Website (https://www.jimoto-hd.co.jp/; in Japanese)-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The prolonged spread of coronavirus disease (COVID-19) is feared to cause poor business performances at local
small- and medium-sized enterprises and deterioration of the employment environment due to the stagnation in theregional economy. The Company has also been affected by it, including in credit-related expenses, while actively
responding to COVID-19-related loans.
Amid this management environment, in order to continue to provide a stable and seamless supply of funds to the
local small- and medium-sized enterprises, and from the viewpoint to ensure and enhance internal reserves tostrengthen the Company’s financial structure, we will pay the year-end dividends of ¥10.00 per common share.
Including the interim dividend of ¥10.00 per share, the annual dividend for common shares will be ¥20.00 per share.
Furthermore, the year-end dividends for preferred shares are as designated.
Year-end dividends
Type of dividend property: cash
Allotment of dividend property and their aggregate amount:
Common shares¥10.00 per share
Total payment:
Class C Preferred Shares¥13.06 per share
Total payment:
Total:¥214,912,180¥130,600,000¥345,512,180(Notes) 1. On October 1, 2020, The Company conducted a 1-for-10 stock merger forcommon shares, Class B, C, and D Preferred Shares. If the effect of thestock merger is not taken into account, each common share will be ¥1.00
and each Class C Preferred share will be ¥1.306.
2. Dividends on Class B and D Preferred Shares are calculated based on the“Funding Cost as an Annualized Rate of Preferred Dividend (FY 2020)” forthe Earthquake-Affected Special Financial Institutions published by
Deposit Insurance Corporation of Japan on July 9, 2021.
The “Funding Cost as an Annualized Rate of Preferred Dividend (FY2020)” is 0.00%, and there are no dividends for Class B and D Preferred
Shares in accordance with the guideline for the issuance of preferred shares.
Effective date of dividends of surplus: Friday, June 24, 2022.

-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) New establishment of an outline of a new class of shares
As stated in the “Notice regarding commencement of consideration of application for capital participation by
the government based on the Financial Functions Strengthening Act for COVID-19-related special cases ofcapital participation for financial institutions, etc.,” the Company has started to discuss a plan to apply forcapital participation by the government based on the law for COVID-19-related special cases of capital
participation for financial institutions, etc. (hereinafter “Public Funds”). In considering the application for the
Public Funds, the Company proposes newly establishing provisions to enable the issuance of a new class ofshares (Class E Preferred Shares) corresponding to the Public Funds.
1)

The Company proposes newly establishing the provisions concerning the Class E Preferred Shares as
Chapter 3-2 in the current Articles of Incorporation. At the same time, the Company proposes newly
establishing the total number of authorized shares for Class E Preferred Shares in Article 6 of the current
Articles of Incorporation, and correspondingly increasing the number of authorized shares of theCompany and the number of authorized common shares of the Company.

2)

The amendments to the Articles of Incorporation relating to this matter shall take effect upon approvalat this Annual General Meeting of Shareholders and each General Meeting of common shareholders,Class B preferred shareholders, Class C preferred shareholders, and Class D preferred shareholders tobe held on June 23, 2022.

(2) Changes in the provisions regarding the calculation of the maximum dividend rates of Class B, C, and D
Preferred Shares
The Company proposes changing the provisions regarding the calculation of the maximum dividend rate ofeach Class of Preferred Shares for the case that a 12-month Japanese Yen TIBOR (Tokyo InterBank OfferedRate) is not published due to the permanent cessation of Euroyen LIBOR (London InterBank Offered Rate)on December 31, 2021.
1)

The Company proposes deleting the provisions regarding a 12-month Euroyen LIBOR (360-day basis)
as an alternative index in the event that a 12-month Japanese Yen TIBOR is not published and alternative
measures, as stipulated in Article 13 of the current Articles of Incorporation.

2)

The Company proposes other necessary amendments.

3)

The amendments to the Articles of Incorporation relating to this matter shall take effect upon approvalat this Annual General Meeting of Shareholders and each General Meeting of Class Shareholders ofcommon shareholders, Class B preferred shareholders, Class C preferred shareholders, and Class D
preferred shareholders to be held on June 23, 2022.

(3) Newly establishment of stipulations regarding the system for electronic provision of materials for General
Meetings of Shareholders
The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, andthe Company proposes the following amendments to the Company’s Articles of Incorporation in preparation
for the implementation of the system for electronic provision of materials for General Meetings ofShareholders.
1)

Article 26, Paragraph 1 of the proposed amendments newly stipulates that information that is the content
of reference documents for the General Meeting of Shareholders, etc., shall be provided electronically.

2)

Article 26, Paragraph 2 of the proposed amendments newly establishes stipulations to limits on the scopeof matters to be recorded in physical documents that are provided to shareholders who request provisionof physical documents.

3)

As stipulations concerning Internet disclosure and deemed provision of reference documents for General
Meetings of Shareholders stipulated in Article 26 of the current Articles of Incorporation will no longer
be necessary, these shall be deleted.
-4-

4)

Supplementary provisions shall be established concerning the effective date, etc., in line with the new
establishments and deletions above.

2. Details of the amendments
The amendments are as follows.
Current Articles of Incorporation
Chapter 1
General Provisions
Article 1. to Article 5. (Omitted)(Underlines indicate amendments)
Proposed amendments
Chapter 1
General Provisions
Article 1. to Article 5. (Unchanged)

Chapter 2
Shares(Total Number of Authorized Shares)
Article 6.
The total number of authorized shares of theCompany shall be 160,000,000 shares, while the total
number of authorized shares for each class shares of
the Company shall be as follows.
Common shares
160,000,000 sharesClass B Preferred Shares
13,000,000 sharesClass C Preferred Shares
20,000,000 sharesClass D Preferred Shares
20,000,000 shares(Newly established)

Chapter 2
Shares(Total Number of Authorized Shares)
Article 6.
The total number of authorized shares of theCompany shall be 198,000,000 shares, while the total
number of authorized shares for each class shares of
the Company shall be as follows.
Common shares
198,000,000 sharesClass B Preferred Shares
13,000,000 sharesClass C Preferred Shares
20,000,000 sharesClass D Preferred Shares
20,000,000 sharesClass E Preferred Shares
20,000,000 shares

Article 7. to Article 12 (Omitted)

Article 7. to Article 12 (Unchanged)-5-Current Articles of Incorporation
Chapter 3
Preferred Shares(Preferred Dividends)
Article 13.
(i) When paying dividends of surplus in accordancewith Article 46, the Company shall pay dividendsof surplus through a monetary amount as defined
below (hereinafter, such money to pay throughdividends,“Preferred
Dividends”)
toshareholders who own preferred shares(hereinafter “Preference Shareholders”) enteredor recorded in the final shareholder register as ofMarch 31 of every year (hereinafter “Record
Date of Preferred Year-end Dividends”) or
registered pledgees of share for preferred shares(hereinafter “Registered Pledgees of Preferred
Shares”) before shareholders who own commonshares of the Company (hereinafter “Common
Shareholders”
and“CommonShares”
respectively) entered or recorded in the final
shareholder register on the said record date ofpreferred year-end dividends or registeredpledgees of shares for common shares. However,the upper limit of Preferred Dividends shall be
8%, and in the event that Preferred Interim
Dividends of preferred shares provided for in
Article 14 hereof have been paid to Preference
Shareholders or Registered Pledgees of Preferred
Shares in the fiscal year including the said record
date of preferred year-end dividends, the amountso paid shall be deducted accordingly from theamount of the Preferred Dividends.

Proposed amendments
Chapter 3
Class B, Class C, and Class D Preferred Shares(Preferred Dividends)
Article 13.
(i) When paying dividends of surplus in accordancewith Article 46, the Company shall pay dividendsof surplus through a monetary amount as defined
below (hereinafter, such money to pay throughdividends,“Preferred
Dividends”)
toshareholders who own Class B, C, and D
Preferred Shares (hereinafter “Preference
Shareholders”) entered or recorded in the final
shareholder register as of March 31 of every year
(hereinafter “Record Date of Preferred Year-end
Dividends”) or registered pledgees of share forClass B, C, and D Preferred Shares (hereinafter“Registered Pledgees of Preferred Shares”)
before shareholders who own common shares oftheCompany(hereinafter“CommonShareholders”
and“CommonShares”
respectively) entered or recorded in the final
shareholder register on the said record date ofpreferred year-end dividends or registeredpledgees of shares for common shares. However,the upper limit of Preferred Dividends shall be
8%, and in the event that Preferred Interim
Dividends of preferred shares provided for in
Article 14 hereof have been paid to Preference
Shareholders or Registered Pledgees of Preferred
Shares in the fiscal year including the said record
date of preferred year-end dividends, the amountso paid shall be deducted accordingly from theamount of the Preferred Dividends.

Class B Preferred Shares
The amount calculated by multiplying theamount per share equivalent to the subscription
price per Class B Preferred Share by the
Annualized Rate of Preferred Dividend of Class
B Preferred Shares (The “amount per shareequivalent to the subscription price per Class B
Preferred Share” shall be initially set at theamount calculated by dividing ¥1,500 by 6.5.
However, with respect to Class B Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar
event, the amount shall be adjusted
appropriately. The same applies hereinafter).
“The Annualized Rate of Preferred Dividend of Class
B Preferred Shares” is:Class B Preferred Shares
The amount calculated by multiplying theamount per share equivalent to the subscription
price per Class B Preferred Share by the
Annualized Rate of Preferred Dividend of Class
B Preferred Shares (The “amount per shareequivalent to the subscription price per Class B
Preferred Share” shall be initially set at theamount calculated by dividing ¥1,500 by 6.5.
However, with respect to Class B Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar
event, the amount shall be adjusted
appropriately. The same applies hereinafter).
“The Annualized Rate of Preferred Dividend ofClass B Preferred Shares” is:-6-Current Articles of Incorporation
1. An annualized rate of preferred dividend ofClass B Preferred Shares for the fiscal year
ended March 31, 2013. (Omitted)
2. An annualized rate of preferred dividend ofClass B Preferred Shares for each fiscal
year starting on and after April 1, 2013.
The Annualized Rate of Preferred
Dividend of Class B Preferred Shares” =funding cost published by the Deposit
Insurance Corporation of Japan (DICJ) for
the relevant fiscal year as an annualized
rate of preferred dividends. (However,when DICJ does not disclose funding cost
as an annualized rate of preferred
dividends for the fiscal year in question,
the Annualized Rate of Preferred Dividendof Class B Preferred Shares means themost recent funding cost disclosed as anannualized rate of preferred dividend by
the immediately preceding fiscal year.)In the above formula, “funding cost as anannualized rate of preferred dividend” means
the funding cost as an annualized rate ofpreferred dividend of the earthquake-affected
special financial institutions, etc., for theimmediately preceding fiscal year, which, inprinciple, is disclosed by DICJ around July ofeach year. However, if the funding cost as anannualized rate of preferred dividend exceeds
the lower rate of either a 12-month Japanese
Yen TIBOR or 8% (hereinafter “Maximum
Dividend Rate of Class B Preferred Shares”),
the annualized rate of preferred dividend ofClass B Preferred Shares shall be the“Maximum Dividend Rate of Class B Preferred
Shares.”-7-

Proposed amendments
1. An annualized rate of preferred dividend ofClass B Preferred Shares for the fiscal year
ended March 31, 2013. (Omitted)
2. An annualized rate of preferred dividend ofClass B Preferred Shares for each fiscal
year starting on and after April 1, 2013.
The Annualized Rate of Preferred
Dividend of Class B Preferred Shares” =funding cost published by the Deposit
Insurance Corporation of Japan (DICJ) for
the relevant fiscal year as an annualized
rate of preferred dividends. (However,when DICJ does not disclose funding cost
as an annualized rate of preferred
dividends for the fiscal year in question,
the Annualized Rate of Preferred Dividendof Class B Preferred Shares means themost recent funding cost disclosed as anannualized rate of preferred dividend by
the immediately preceding fiscal year.)In the above formula, “funding cost as anannualized rate of preferred dividend” means
the funding cost as an annualized rate ofpreferred dividend of the earthquake-affected
special financial institutions, etc., for theimmediately preceding fiscal year, which, inprinciple, is disclosed by DICJ around July ofeach year. However, if the funding cost as anannualized rate of preferred dividend exceeds
the lower rate of either a 12-month Japanese
Yen TIBOR or 8% (hereinafter “Maximum
Dividend Rate of Class B Preferred Shares”),
the annualized rate of preferred dividend ofClass B Preferred Shares shall be the“Maximum Dividend Rate of Class B Preferred
Shares.”Current Articles of Incorporation
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by
the Japanese Bankers Association (JBA) as aJapanese Yen 12-month Tokyo InterBank
Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if thesaid date is a bank holiday), or any other figure
found to be equivalent (a figure less than 1%
shall be calculated to the fourth decimal place
and rounded off from the fourth decimal place).
If a 12-month Japanese Yen TIBOR is notannounced, the figure (a figure less than 1%
shall be calculated to the fourth decimal place
and rounded off from the fourth decimal place)announced by the British Bankers’ Association(BBA) as a 12-month London InterBank
Offered Rate (12-month Euroyen LIBOR (360day basis) ) to be displayed on the Reuters
Screen 3750 Page as of 11:00 a.m. London timeon April 1 (or the immediately following bankbusiness day if the said date is a bank holiday in
London) shall be used in place of a 12-month
Japanese Yen TIBOR.
Class C Preferred Shares
The amount calculated by multiplying theamount per share equivalent to the subscription
price per Class C Preferred Share by the
Annualized Rate of Preferred Dividend of ClassC Preferred Shares. (The “amount per shareequivalent to the subscription price per Class C
Preferred Share” shall be initially set at ¥200.
However, with respect to Class C Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar
event, the amount shall be adjusted
appropriately.)“The Annualized Rate of Preferred Dividend ofClass C Preferred Shares” is:-8-

Proposed amendments
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by
the JBA TIBOR Administration (JBATA), a
general incorporated association, (In the eventthat an organization which announces the figure
is changed from JBATA to anotherorganization, the term “the JBA TIBOR
Administration (JBATA)” is deemed to be
replaced with the said another organization) as aJapanese Yen 12-month Tokyo InterBank
Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if thesaid date is a bank holiday), or any other figure
found to be equivalent (a figure less than 1%
shall be calculated to the fourth decimal place
and rounded off from the fourth decimal place).

Class C Preferred Shares
The amount calculated by multiplying theamount per share equivalent to the subscription
price per Class C Preferred Share by the
Annualized Rate of Preferred Dividend of ClassC Preferred Shares. (The “amount per shareequivalent to the subscription price per Class C
Preferred Share” shall be initially set at ¥200.
However, with respect to Class C Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar
event, the amount shall be adjusted
appropriately.)“The Annualized Rate of Preferred Dividend ofClass C Preferred Shares” is:Current Articles of Incorporation
1. An annualized rate of preferred dividend ofClass C Preferred Shares for the fiscal year
ended March 31, 2013. (Omitted)
2. An annualized rate of preferred dividend ofClass C Preferred Shares for each fiscal
year starting on and after April 1, 2013.
The Annualized Rate of Preferred
Dividend of Class C Preferred Shares” =12-month Japanese Yen TIBOR + 1.15%
The Annualized Rate of Preferred
Dividend of Class C Preferred Shares foreach fiscal year starting on and after April
1, 2013 shall be calculated to the fourth
decimal place and rounded off from thefourth decimal place.
In the above formula, a “12-month Japanese
Yen TIBOR” shall refer to the figure announced
by the Japanese Bankers Association (JBA) as aJapanese Yen 12-month Tokyo InterBank
Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if thesaid date is a bank holiday) (hereinafter“Determination Date for the Annualized Rate ofPreferred Dividend of Class C Preferred
Shares”), or any other figure found to beequivalent. If a 12-month Japanese Yen TIBOR
is not announced, the figure announced by the
British Bankers’ Association as a 12-monthLondon InterBank Offered Rate (12-month
Euroyen LIBOR (360-day basis)) displayed on
the Reuters Screen 3750 Page as of 11:00 a.m.
London time on the “Determination Date for the
Annualized Rate of Preferred Dividend of ClassC Preferred Shares” shall be used in place of a
12-month Japanese Yen TIBOR.

-9-

Proposed amendments
1. An annualized rate of preferred dividend ofClass C Preferred Shares for the fiscal year
ended March 31, 2013. (Omitted)
2. An annualized rate of preferred dividend ofClass C Preferred Shares for each fiscal
year starting on and after April 1, 2013.
The Annualized Rate of Preferred
Dividend of Class C Preferred Shares” =12-month Japanese Yen TIBOR + 1.15%
The Annualized Rate of Preferred
Dividend of Class C Preferred Shares foreach fiscal year starting on and after April
1, 2013 shall be calculated to the fourth
decimal place and rounded off from thefourth decimal place.
In the above formula, a “12-month Japanese
Yen TIBOR” shall refer to the figure announced
by the JBA TIBOR Administration (JBATA), a
general incorporated association, (In the eventthat an organization which announces the figure
is changed from JBATA to anotherorganization, the term “the JBA TIBOR
Administration (JBATA)” is deemed to be
replaced with the said another organization) as aJapanese Yen 12-month Tokyo InterBank
Offered Rate (Japanese Yen TIBOR) as of
11:00 a.m. on April 1 of each year (or theimmediately following bank business day if thesaid date is a bank holiday) (hereinafter“Determination Date for the Annualized Rate ofPreferred Dividend of Class C Preferred
Shares”), or any other figure found to beequivalent.

Current Articles of Incorporation
Class D Preferred SharesClass D Preferred Shares
The amount calculated by multiplying theamount per share equivalent to the subscription
price per Class D Preferred Share by the
Annualized Rate of Preferred Dividend of Class
D Preferred Shares. (The “amount per shareequivalent to the subscription price per Class D
Preferred Share” shall be initially set at ¥200.
However, with respect to Class D Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar
event, the amount shall be adjusted
appropriately.)“The Annualized Rate of Preferred Dividend ofClass D Preferred Shares” is:1. An annualized rate of preferred dividendof Class D Preferred Shares for the fiscal
year ended March 31, 2013. (Omitted)
2. An annualized rate of preferred dividend ofClass D Preferred Shares for each fiscal
year starting on and after April 1, 2013.
The Annualized Rate of Preferred
Dividend of Class D Preferred Shares” =funding cost published by the Deposit
Insurance Corporation of Japan (DICJ) for
the relevant fiscal year as an annualized
rate of preferred dividend. (However, when
DICJ does not disclose funding cost as anannualized rate of preferred dividend forthe fiscal year in question, the Annualized
Rate of Preferred Dividend of Class D
Preferred Shares means the most recent
funding cost disclosed as an annualized
rate of preferred dividend by theimmediately preceding fiscal year.)In the above formula, “funding cost as anannualized rate of preferred dividend” means
the funding cost as an annualized rate ofpreferred dividend of the earthquake-affected
special financial institutions, etc., for theimmediately preceding fiscal year, which, inprinciple, is disclosed by DICJ around July ofeach year. However, if the funding cost as anannualized rate of preferred dividend exceeds
the lower rate of either a 12-month Japanese
Yen TIBOR or 8% (hereinafter “Maximum
Dividend Rate of Class D Preferred Shares”),
the annualized rate of preferred dividend ofClass D Preferred Shares shall be the“Maximum Dividend Rate of Class D Preferred
Shares.”- 10 -

Proposed amendments
Class D Preferred SharesClass D Preferred Shares
The amount calculated by multiplying theamount per share equivalent to the subscription
price per Class D Preferred Share by the
Annualized Rate of Preferred Dividend of Class
D Preferred Shares. (The “amount per shareequivalent to the subscription price per Class D
Preferred Share” shall be initially set at ¥200.
However, with respect to Class D Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar
event, the amount shall be adjusted
appropriately.)“The Annualized Rate of Preferred Dividend ofClass D Preferred Shares” is:1. An annualized rate of preferred dividend ofClass D Preferred Shares for the fiscal year
ended March 31, 2013. (Omitted)
2. An annualized rate of preferred dividend ofClass D Preferred Shares for each fiscal
year starting on and after April 1, 2013.
The Annualized Rate of Preferred
Dividend of Class D Preferred Shares” =funding cost published by the Deposit
Insurance Corporation of Japan (DICJ) for
the relevant fiscal year as an annualized
rate of preferred dividend. (However, when
DICJ does not disclose funding cost as anannualized rate of preferred dividend forthe fiscal year in question, the Annualized
Rate of Preferred Dividend of Class D
Preferred Shares means the most recent
funding cost disclosed as an annualized
rate of preferred dividend by theimmediately preceding fiscal year.)In the above formula, “funding cost as anannualized rate of preferred dividend” means
the funding cost as an annualized rate ofpreferred dividend of the earthquake-affected
special financial institutions, etc., for theimmediately preceding fiscal year, which, inprinciple, is disclosed by DICJ around July ofeach year. However, if the funding cost as anannualized rate of preferred dividend exceeds
the lower rate of either a 12-month Japanese
Yen TIBOR or 8% (hereinafter “Maximum
Dividend Rate of Class D Preferred Shares”),
the annualized rate of preferred dividend ofClass D Preferred Shares shall be the“Maximum Dividend Rate of Class D Preferred
Shares.”Current Articles of Incorporation
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by
the Japanese Bankers Association (JBA) as aJapanese Yen 12-month Tokyo InterBank
Offered Rate (Japanese Yen TIBOR) as of 11:00
a.m. on April 1 of each year (or the immediately
following bank business day if the said date is abank holiday), or any other figure found to beequivalent (a figure less than 1% shall becalculated to the fourth decimal place androunded off from the fourth decimal place). If a
12-month Japanese Yen TIBOR is notannounced, the figure (a figure less than 1%
shall be calculated to the fourth decimal place
and rounded off from the fourth decimal place)announced by the British Bankers’ Association(BBA) as a 12-month London InterBank
Offered Rate (12-month Euroyen LIBOR (360day basis) ) to be displayed on the Reuters
Screen 3750 Page as of 11:00 a.m. London timeon April 1 (or the immediately following bankbusiness day if the said date is a bank holiday in
London) shall be used in place of a 12-month
Japanese Yen TIBOR.
(ii) If the aggregate amount paid to Preference
Shareholders of any class of Preferred Shares orRegistered Pledgees of Preferred Shares as cash
dividends from surplus in any particular businessyear is less than the prescribed amount of therelevant Preferred Dividends, the unpaid amountshall not be carried over to nor cumulated insubsequent business years.

Proposed amendments
In the above proviso, a “12-month Japanese Yen
TIBOR” shall refer to the figure announced by
the JBA TIBOR Administration (JBATA), a
general incorporated association, (In the eventthat an organization which announces the figure
is changed from JBATA to anotherorganization, the term “the JBA TIBOR
Administration (JBATA)” is deemed to be
replaced with the said another organization) as aJapanese Yen 12-month Tokyo InterBank
Offered Rate (Japanese Yen TIBOR) as of 11:00
a.m. on April 1 of each year (or the immediately
following bank business day if the said date is abank holiday), or any other figure found to beequivalent (a figure less than 1% shall becalculated to the fourth decimal place androunded off from the fourth decimal place).

If the aggregate amount paid to Preference
Shareholders of any class of Class B, C, and D
Preferred Shares or Registered Pledgees ofPreferred Shares as cash dividends from surplus
in any particular business year is less than theprescribed amount of the relevant Preferred
Dividends, the unpaid amount shall not be carriedover to nor cumulated in subsequent businessyears.
(iii) The Company shall not distribute any dividends
from surplus to any Preference Shareholders orRegistered Pledgees of Preferred Shares in excessof the prescribed amount of the Preferred
Dividends except for the distribution fromsurplus in the process of the absorption-type
Company split pursuant to Article 758, Item 8 (b)or Article 760, Item 7 (b) of the Companies Act ,or the distribution from surplus in the process of
the incorporation-type Company split pursuant to
Article 763, Paragraph 1, Item 12 (b) or Article
765 Paragraph 1, Item 8 (b) of the said act.
(ii)(iii) The Company shall not distribute any dividends

from surplus to any Preference Shareholders orRegistered Pledgees of Preferred Shares in excessof the prescribed amount of the Preferred
Dividends except for the distribution fromsurplus in the process of the absorption-type
Company split pursuant to Article 758, Item 8 (b)or Article 760, Item 7 (b) of the Companies Act ,or the distribution from surplus in the process of
the incorporation-type Company split pursuant to
Article 763, Item 12 (b) or Article 765 Paragraph
1, Item 8 (b) of the said act.
Article 14. to Article 19. (Omitted)

Article 14. to Article 19. (Unchanged)- 11 -

Current Articles of Incorporation(Newly established)(Newly established)(Newly established)

Proposed amendments
Chapter 3-2
Class E Preferred Shares(Preferred Dividend of Class E Preferred Shares)
Article 19-2.
(i) When paying dividends of surplus in accordancewith Article 46, the Company shall pay dividendsof surplus through a monetary amount calculated
by multiplying the amount per share equivalent
to the subscription price per Class E Preferred
Share (however, with respect to Class E Preferred
Shares, in the event of a stock split, allotment ofshares without contribution or a stock merger of
the Company’s shares, or any other similar event,the amount shall be adjusted appropriately) by
the annualized rate of preferred share determinedby resolution of the Board of Directors before theissuance of Class E Preferred Shares (hereinafter,such money to pay through dividends, “Preferred
Dividend of Class E Preferred Shares”) to
shareholders who own Class E Preferred Shares(hereinafter “Preference Shareholders of Class E
Preferred Shares") entered or recorded in the
final shareholder register as of the record date of
the said dividends of surplus or registeredpledgees of share for the Class E Preferred Shares(hereinafter “Registered Pledgees of Class E
Preferred Shares”) before Common Shareholders
and Registered Pledgees of Common Shares.
However, the upper limit of the annualized rateof Preferred Dividends shall be 8%, and in theevent that Preferred Interim Dividends of Class E
Preferred Shares provided for in Article 19-3
hereof have been paid to Preference Shareholdersof Class E Preferred Shares or Registered
Pledgees of Class E Preferred Shares in the fiscal
year including the said record date, the amount so
paid shall be deducted accordingly from theamount of the Preferred Dividends.
(ii) If the aggregate amount paid to Preference
Shareholders of Class E Preferred Shares orRegistered Pledgees of Class E Preferred Sharesas cash dividends from surplus in any particularbusiness year is less than the prescribed amountof the relevant Preferred Dividend of Class E
Preferred Shares, the unpaid amount shall not be
carried over to nor cumulated in subsequentbusiness years.

- 12 -

Current Articles of Incorporation(Newly established)

Proposed amendments(iii) The Company shall not distribute any dividends

from surplus to any Preference Shareholders
Class E Preferred Shares or Registered Pledgeesof Class E Preferred Shares in excess of theprescribed amount of the Preferred Dividends
Class E Preferred Shares except for the
distribution from surplus in the process of theabsorption-type Company split pursuant to
Article 758, Item 8 (b) or Article 760, Item 7 (b)of the Companies Act , or the distribution fromsurplus in the process of the incorporation-type
Company split pursuant to Article 763,
Paragraph 1, Item 12 (b) or Article 765 Paragraph
1, Item 8 (b) of the said act.

(Newly established)(Newly established)(Newly established)(Preferred Interim Dividend of Class E Preferred
Shares)
Article 19-3.
(i) When paying interim dividends of surplus inaccordance with Article 47, the Company shall
pay dividends of surplus up to but no more than
the amount of half of the Class E Preferred
Dividend for each fiscal year per preferred share(hereinafter, such money to pay throughdividends, “Preferred Interim Dividend of Class
E Preferred Shares”) to Preference Shareholdersof Class E Preferred Shares entered or recordedin the final shareholder register as of the record
date of the said interim dividends of surplus orRegistered Pledgees of Class E Preferred Shares
before Ordinary Shareholders or Registered
Pledgees of Common Shares.
(Distribution of Residual Assets to Preference
Shareholders of Class E Preferred Shares)
Article 19-4.
(i) If the Company distributes its residual assets incash upon liquidation, the Company shall pay theamount in cash, which is determined byresolution of the Board of Directors before theissuance of Class E Preferred Shares based on theamount per share equivalent to the subscription
price per Class E Preferred Share, to Preference
Shareholders of Class E Preferred Shares orRegistered Pledgees of Class E Preferred Shareswith priority over Common Shareholders andRegistered Pledgees of Common Shares.
(ii) The Company shall not make a distribution ofresidual assets other than as provided for in thepreceding paragraph to Preference Shareholdersof Class E Preferred Shares or Registered
Pledgees of Class E Preferred Shares.

- 13 -

Current Articles of Incorporation(Newly established)(Newly established)(Newly established)

Proposed amendments(Voting Rights of Preference Shareholders of Class E
Preferred Shares)
Article 19-5.
(i) Preference Shareholders of Class E Preferred
Shares shall not be entitled to exercise voting
rights on all matters at any General Meeting of
Shareholders.
(ii) Notwithstanding the provision in the preceding
paragraph, Preference Shareholders of Class E
Preferred Shares shall be entitled to exercise
voting rights from the commencement of an
Annual General Meeting of Shareholders in theevent that no proposal for declaration of theentire amount of Preferred Dividends of the said
preferred shares (in the event that PreferredInterim Dividends have been paid, the amount so
paid shall be deducted accordingly; hereinafter
the same shall apply in this Article) be paid to thePreference Shareholders of Class E Preferred
Shares is submitted to such Annual General
Meeting of Shareholders or the close of an
Annual General Meeting of Shareholders in theevent that such proposal is rejected at such
Annual General Meeting of Shareholders, until,
in either case, a proposal for declaration of theentire amount of Preferred Dividends of the said
preferred shares be paid to the Preference
Shareholders is approved at an Annual General
Meeting of Shareholders.
(Right to Request Acquisition in Exchange for Common
Shares)
Article 19-6.
(i) Preference Shareholders of Class E Preferred
Shares may request acquisition of Class E
Preferred Shares during the period in which such
Preference Shareholders are entitled to request
acquisition as determined by resolution of theBoard of Directors adopted at the time ofissuance of Class E Preferred Shares (hereinafter“Acquisition Request Period for Class E
Preferred Shares”), in exchange for Common
Shares of the Company under the condition of
acquisition designated by such resolution.
However, with respect to shares less than one
unit, Preference Shareholders of Class E
Preferred Shares may not request acquisition asprovided for in this paragraph.

- 14 -

Current Articles of Incorporation(Newly established)

Proposed amendments
The number of Common Shares to be delivered
in exchange for acquisition of Class E Preferred
Shares shall be obtained by dividing the amount
per share equivalent to the subscription price perClass E Preferred Share (however, with respect
to Class E Preferred Shares, in the event of astock split, allotment of shares without
contribution or a stock merger of the Company’s
shares, or any other similar event, the amountshall be adjusted appropriately) multiplied by the
number of Class E Preferred Shares for which
Preference Shareholders of Class E Preferred
Shares have made a request for acquisition by theacquisition price provided for in the following
paragraph. Any fraction of less than one share in
the number of Common Shares to be delivered in
exchange for acquisition of Class E Preferred
Shares shall be treated in accordance with theprovision of Article 167 Paragraph 3 of theCompanies Act.
(iii) The acquisition price per Common Share(hereinafter “Acquisition Price”) shall initially be
an amount calculated in a manner determined byresolution of the Board of Directors before theissuance of Class E Preferred Shares, and theBoard of Directors may, by its resolution,
determine a means to revise and adjust theAcquisition Price. If the Company revises the
Acquisition Price by such resolution, the lower
limit shall be prescribed. If the Acquisition Pricefalls below the amount prescribed as the lower
limit, the Acquisition Price shall be revised to theamount prescribed as the lower limit.
(ii)(Newly established)(Newly established)(Provisions for Acquisition in Exchange for Cash
Payment)
Article 19-7.
(i) The Company may, to the extent permitted bylaws and regulations, acquire a part or the wholeof Class E Preferred Shares on a day to be
separately determined by the Board of Directors
upon the occurrence of the event as shall be
determined by resolution of the Board of
Directors before the issuance of the Class E
Preferred Shares. In this case, the Company shall
distribute its assets provided for in the following
paragraph to the Class E Preferred Shareholders
in exchange of the acquisition of such Class E
Preferred Shares. Partial acquisition of Class E
Preferred Shares shall be effected pro rata.

- 15 -

Current Articles of Incorporation(Newly established)(Newly established)(ii)

Proposed amendments
In exchange for the acquisition of Class E
Preferred Shares pursuant to the preceding
paragraph, the Company shall distribute its assets
in cash in the amount determined by resolution of
the Board of Directors in light of the amount perClass E Preferred Share equivalent to thesubscription price per Class E Preferred Sharebefore the issuance of Class E Preferred Shares.

(Mandatory Acquisition in Exchange for Common
Shares)
Article 19-8.
(i) The Company shall mandatorily acquire any ofClass E Preferred Shares for which no request for
acquisition is made by the last day of theAcquisition Request Period for Class E Preferred
Shares on the last day of such period. In this case,
the Company shall, in exchange for theacquisition of such Class E Preferred Shares,
deliver to each Preference Shareholder of Class
E Preferred Shares Common Shares in thenumber as is obtained by dividing the amountequivalent to the subscription price per Class E
Preferred Share (however, with respect to Class
E Preferred Shares, in the event of a stock split,
allotment of shares without contribution or astock merger of the Company’s shares, or any
other similar event, the amount shall be adjusted
appropriately) multiplied by the number of Class
E Preferred Shares owned by the Preference
Shareholder by the market price of Common
Shares, and details of which shall be determinedby resolution of the Board of Directors before theissuance of Class E Preference Shares. Such
Board of Directors may determine the formulafor calculating the maximum number ofCommon Shares to be delivered. Any fraction ofless than one share in the number of Common
Shares to be delivered in exchange for acquisitionof Class E Preferred Shares shall be treated inaccordance with the provisions of Article 234 of
the Companies Act.

- 16 -

Current Articles of Incorporation(Newly established)(Consolidation or Split of Shares and Free Allotment of
Shares)
Article 20.
(i) When the Company consolidates or splits its
shares, it shall do so by class for Common Shares
and all classes of preferred shares in the same
proportions and at the same time.
(ii) When the Company allots free of charge its
shares, it shall do so by class for Common Shares
and all classes of preferred shares in the same
proportions and at the same time.

Proposed amendments
Chapter 3-3
Common Matters of Preferred Shares(Consolidation or Split of Shares and Free Allotment of
Shares)
Article 20.
(i) When the Company consolidates or splits its
shares, it shall do so by class for Common Shares
and Class B, C, D, and E Preferred Shares in thesame proportions and at the same time.
(ii) When the Company allots free of charge its
shares, it shall do so by class for Common Shares
and Class B, C, D, and E Preferred Shares in thesame proportions and at the same time.

(Order of Priority)
Article 21.
(i) Class B, C, and D Preferred Shares shall rank paripassu with each other in respect of the paymentof Preferred Dividends and Preferred Interim
Dividends and the distribution of residual assets.

(Order of Priority)
Article 21.
(i) Class B, C, D, and E Preferred Shares shall rankpari passu with each other in respect of thepayment of Preferred Dividends (including
Preferred Dividend of Class E Preferred Shares;
the same applies hereinafter) and PreferredInterim Dividends (including Preferred Interim
Dividend of Class E Preferred Shares; the same
applies hereinafter) and the distribution ofresidual assets.

Article 22. (Omitted)

Article 22. (Unchanged)

Chapter 4General Meeting of Shareholders
Article 23. to Article 25. (Omitted)

Chapter 4General Meeting of Shareholders
Article 23. to Article 25. (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for General Meetings ofShareholders)
Article 26.
(i) In the convocation of General Meetings ofShareholders, the Company may deem that it has
provided to shareholders information concerning
matters that must be displayed in the reference
documents for General Meetings of Shareholders,business report, non-consolidated financial
statements, and consolidated financial statements
via Internet disclosure in conformity withdefinitions provided in the Ordinance of the
Ministry of Justice.

- 17 -(Deleted)

Current Articles of Incorporation(Newly established)

Proposed amendments(Measures for Electronic Provision, etc.)
Article 26.
(i) In the convocation of General Meetings ofShareholders, the Company shall provide
electronically information that is the content ofreference documents for the General Meeting of
Shareholders, etc.
(ii) Of the matters to which electronic provision
measures apply, the Company may choose not torecord all or part of matters stipulated in the
Ordinance of the Ministry of Justice in thephysical documents provided to shareholders
who made requests for provision of physicaldocuments by the record date for voting rights.

Article 27. to Article 28. (Omitted)

Article 27. to Article 28. (Unchanged)

Chapter 5General Meeting of Class Shareholders
Article 29. to Article 30. (Omitted)

Chapter 5General Meeting of Class Shareholders
Article 29. to Article 30. (Unchanged)

Chapter 6
Directors and Board of Directors
Article 31. to Article 41. (Omitted)

Chapter 6
Directors and Board of Directors
Article 31. to Article 41. (Unchanged)

Chapter 7
Audit and Supervisory Committee
Article 42. to Article 44. (Omitted)

Chapter 7
Audit and Supervisory Committee
Article 42. to Article 44. (Unchanged)

Chapter 8
Accounts
Article 45. to Article 48. (Omitted)

Chapter 8
Accounts
Article 45. to Article 48. (Unchanged)(Supplementary provisions)
Article 1. (Omitted)(Newly established)(Supplementary provisions)
Article 1. (Unchanged)
Article 2.
(i) The deletion of Article 26 (Internet Disclosure
and Deemed Provision of Reference Documents
for General Meetings of Shareholders) of thecurrent Articles of Incorporation and Article 26(Measures for Electronic Provision, etc.) of the
proposed amendments shall take effect from thedate of enforcement of the revised stipulations
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of
2019; the “Enforcement Date”).

- 18 -

Current Articles of Incorporation(Newly established)(Newly established)

Proposed amendments
Article 3.
(i) Notwithstanding the provisions of the preceding
Article, Article 26 of the current Articles ofIncorporation shall remain valid for General
Meetings of Shareholders held on a day that iswithin six months of the Enforcement Date.
Article 4.
(i) The supplementary provisions in the preceding two
Articles shall be deleted on the day after which six
months have elapsed since the Enforcement Date or
the day after which three months have elapsed since
the day of the general meeting of shareholders in theprevious paragraph, whichever is later.

- 19 -

Proposal No. 3

Election of 11 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The term of office of all 11 Directors (excluding directors who are Audit and Supervisory Committee Members;hereinafter the same shall apply in this Proposal) will expire at the conclusion of this General Meeting.
Accordingly, the Company proposes to elect 11 Directors.
The review of this Proposal at the Audit and Supervisory Committee found no particular matter required to be statedat the General Meeting under the provisions of the Companies Act, as the candidates were found to be suitable as
Directors of the Company, who were appropriately nominated following the policy and procedure for nominating
Directors set out by the Nomination and Remuneration Council, which was established for the purpose of ensuringtransparency and fairness as well as sustainable growth and enhanced corporate value of the Group over the medium
to long-term.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

Board of Directors
attendance

1

Koji Kawagoe

Reappointment

Representative Director andChairman

17 out of 17

2

Takashi Suzuki

Reappointment

Representative Director andPresident

17 out of 17

3

Jun Kawamura

Reappointment

Managing Director

17 out of 17

4

Tsuyoshi Ogata

Reappointment

Director

17 out of 17

5

Yoshiaki Saito

Reappointment

Managing Director

17 out of 17

6

Makoto Suzuki

Reappointment

Director

16 out of 17

7

Junichi Ota

Reappointment

Director

17 out of 17

8

Kouichi Uchida

Reappointment

Director

14 out of 14

9

Minoru Handa

Director (Outside)

17 out of 17

10

Yasushi Hasegawa

Director (Outside)

14 out of 14

11

Tsutomu Satake

Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
New appointment
Outside Director
Independent Officer-- 20 --

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1987

1

Joined Yamagata Sogo Bank, Ltd. (Yamagata
Shiawase Bank, Ltd.)May 2007Manager of Corporate Sales Promotion Section,
Corporate Sales Department, Sales Division of
Kirayaka Bank, Ltd.
Apr. 2008
General Manager of Tokyo Office, Corporate
Planning Department
Nov. 2009
Deputy General Manager of Corporate Planning
Department and General Manager of Tokyo
OfficeApr. 2010
General Manager of Corporate Planning
Department
Apr. 2014
General Manager of Sagae Branch
June 2014
Executive Officer and General Manager ofReappointment
Sagae BranchOct. 2016
Executive Officer and General Manager ofKoji Kawagoe
Accounting Department(November 23, 1963)
General Manager of Corporate Strategy
Department of the Company
Term of office:June 2017Managing Executive Officer and General
4 years
Manager of Accounting Department of Kirayaka
Bank, Ltd., and General Manager of Corporate
Board of Directors attendance:
Strategy Department of the Company
17 out of 17
Apr. 2018
Managing Executive Officer and General
Manager of Corporate Strategy Department of
the Company
June 2018
Director of Kirayaka Bank, Ltd.
Director, General Manager of General Planning
Department and General Manager of Corporate
Strategy Department of the Company
June 2019
Managing Director of the Company
June 2021
Representative Director and President of
Kirayaka Bank, Ltd. (current position)
Representative Director and Chairman of theCompany (current position)[Significant concurrent positions outside the Company]
Representative Director and President of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Koji Kawagoe and the Company.

Number of theCompany’s shares
held4,482 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2018, Koji Kawagoe has presided over and exhibited leadershipin the general planning area, which formulates Group strategies and performs corporate operations and planning. In
addition, he possesses knowledge, experience, and adequate social credibility to perform corporate management in a
precise, fair, and effective manner. Therefore, the Company has nominated him as a candidate for Director.

- 21 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1977

2

Joined Shinko Sogo Bank Co., Ltd. (current The
Sendai Bank, Ltd.)
Apr. 2000
Manager of Supervising Section andDevelopment Section, Promotion Department of
The Sendai Bank, Ltd.
Aug. 2002
Manager of Retail Business Section, Promotion
Department
Apr. 2003
Deputy General Manager of Promotion
Department and Manager of Retail Business
SectionJune 2003
Director and General Manager of Loan
Reappointment
Department
June 2005
Director and General Manager of Planning
Takashi Suzuki
Department(January 20, 1954)
Apr. 2006
Director, General Manager of Planning
Department and Risk Supervision Department
Term of office:June 2006
Director and General Manager of General
9 years and 9 months
Affairs Department
Managing Director and General Manager ofBoard of Directors attendance: June 2007
General Affairs Department
17 out of 17
June 2008
Managing Director
June 2009
Representative Managing Director
Oct. 2012
Director of the Company
June 2013
Representative Director and Chairman
Representative Director and President of The
Sendai Bank, Ltd. (current position)
June 2021
Representative Director and President of theCompany (current position)[Significant concurrent positions outside the Company]
Representative Director and President of The Sendai Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Takashi Suzuki and the Company.

Number of theCompany’s shares
held

6,710 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Representative Director in June 2013, Takashi Suzuki has exhibited excellent corporate
management leadership, such as guiding ongoing efforts to create distinction as a regional financial group that goesbeyond prefectural boundaries and to restore and generate a regional economy. In addition to these experiences, hepossesses knowledge and adequate social credibility to conduct businesses in a fair and efficient manner. Therefore, theCompany has nominated him as a candidate for Director.

- 22 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1984

3

Joined Shokusan Sogo Bank, Ltd. (TheShokusan Bank, Ltd.)
Apr. 2005
General Manager of Aterazawa Branch
May 2007General Manager of Tateokakita Branch of
Kirayaka Bank, Ltd.
July 2007
General Manager of Tateoka Branch andTateokakita Branch
Apr. 2010
General Manager of Sendai Oroshimachi Branch
Apr. 2013
General Manager of Yonezawa Branch
Reappointment
June 2015
Executive Officer and General Manager ofYonezawa Branch
Jun Kawamura(July 21, 1961)
June 2016
Managing Executive Officer and General
Manager of Sendai Branch of Kirayaka Bank,Ltd.
Term of office:June 2017
Director and General Manager of Sendai Branch
2 years
June 2018
Director and General Manager of Sales
Department, Head Office
Board of Directors attendance: June 2019
Managing Director and General Manager of
17 out of 17
Core Business Support Division
June 2020
Representative Managing Director
Director of the Company
June 2021
Director of Kirayaka Bank, Ltd. (current
position)Managing Director of the Company (current
position)[Significant concurrent positions outside the Company]
Director of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Jun Kawamura and the Company.

Number of theCompany’s shares
held

2,170 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2020, Jun Kawamura has presided over the core business supportand sales areas in the management of the Company’s subsidiaries in particular. In addition, he possesses knowledge,
experience, and adequate social creditability to perform corporate management in a precise, fair, and efficient manner.
Therefore, the Company has nominated him as a candidate for Director.

- 23 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Apr. 2005

4

Joined The Sendai Bank, Ltd.
Manager of Planning Section, Planning
Department
Apr. 2010
Deputy General Manager of Planning
Department, Manager of Planning Section, andGeneral Manager of Corporate Management
OfficeReappointment
Oct. 2012
General Manager of Planning Department
Tsuyoshi Ogata
Oct. 2013
General Manager of Corporate Planning(January 30, 1966)
Department and General Manager of Accounting
Department
June 2015
Director, General Manager of Corporate
Term of office:Planning Department and General Manager of
4 years
Accounting Department
Board of Directors attendance: June 2016
Director and General Manager of Sales
17 out of 17
Department, Head Office
June 2018
Director (current position)
Director and General Manager of General
Planning Department of the Company (current
position)[Significant concurrent positions outside the Company]
Director of The Sendai Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Tsuyoshi Ogata and the Company.

Number of theCompany’s shares
held

2,440 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2018, Tsuyoshi Ogata has presided over and exhibited leadershipin the general planning area, which formulates Group strategies and performs corporate operations and planning. In
addition, he possesses knowledge, experience, and adequate social credibility to perform corporate management in a
precise, fair, and efficient manner. Therefore, the Company has nominated him as a candidate for Director.

- 24 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Aug. 2002
Apr. 2004
Apr. 2005
Apr. 2006

Reappointment
Yoshiaki Saito(January 8, 1959)
Term of office:9 years
5

Board of Directors attendance:
17 out of 17

Apr. 2009
June 2010
June 2011
June 2013
June 2018
June 2019

Joined Shinko Sogo Bank Co., Ltd. (current The
Sendai Bank, Ltd.)Manager of Loan Supervision Section, Loan
Department of The Sendai Bank, Ltd.
General Manager of Tobukojodanchi Branch
Chief Examiner of Planning Department
Deputy General Manager of Operation Audit
Department and Manager of Audit Section
General Manager of Operation Audit
Department
Director and General Manager of Risk
Supervision Department
Director and General Manager of Sales
Department, Head Office
Managing Director
Director of the Company
Representative Senior Managing Director of The
Sendai Bank, Ltd. (current position)
Managing Director of the Company (current
position)

Number of theCompany’s shares
held

4,530 commonshares[Significant concurrent positions outside the Company]
Representative Senior Managing Director of The Sendai Bank,
Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Yoshiaki Saito and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2013, Yoshiaki Saito has presided over the loan and risk
supervision areas in the management of the Company’s subsidiary banks in particular. In addition, he possesses
knowledge, experience, and adequate social creditability to perform corporate management in a precise, fair, andefficient manner. Therefore, the Company has nominated him as a candidate for Director.

- 25 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986

6

Joined Shokusan Sogo Bank, Ltd. (TheShokusan Bank, Ltd.)
Feb. 2006
General Manager of Yunohama Branch
May 2007General Manager of Yunohama Branch of
Kirayaka Bank, Ltd.
Apr. 2008
General Manager of Ohyama Branch andYunohama Branch
Apr. 2009
General Manager of Shironishi Branch
Reappointment
Apr. 2012
General Manager of Tokyo Branch
Makoto Suzuki
Apr. 2014
General Manager of Sendai Branch(October 8, 1963)
June 2015
Executive Officer and General Manager of
Sendai BranchTerm of office:June 2016
Director and General Manager of Sales
2 years
Department, Head Office
June 2018
Managing Director and General Manager ofBoard of Directors attendance:Core Business Support Division
16 out of 17
June 2019
Managing Director
June 2020
Representative Managing Director
Director of the Company (current position)
June 2021
Representative Senior Managing Director of
Kirayaka Bank, Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Senior Managing Director of Kirayaka Bank, Ltd.

Number of theCompany’s shares
held

1,610 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Makoto Suzuki and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2020, Makoto Suzuki has presided over the loan andadministration areas especially in the management of the Company’s subsidiaries. In addition, he possesses knowledge,
experience and adequate social creditability to perform corporate management in a precise, fair and efficient manner.
Therefore, the Company has nominated him as a candidate for Director.

- 26 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1983

7

Joined Shinko Sogo Bank Co., Ltd. (current The
Sendai Bank, Ltd.)
Apr. 2006
General Manager of the Compliance Office, Risk
Supervision Department of The Sendai Bank,
Ltd.
June 2008
General Manager of Rifu Branch
July 2011
General Manager of Natori Branch
June 2013
General Manager of Market Management
Department
Oct. 2013
General Manager of Financial Market
Reappointment
Department
Junichi Ota
June 2014
Director and General Manager of Financial(October 19, 1959)
Market Department
June 2015
Director
Term of office:Director and General Manager of General
4 years
Planning Department of the Company
June
2016
Retired from Director
Board of Directors attendance:
Director,
General Manager of Corporate
17 out of 17
Planning Department and General Manager of
Accounting Department of The Sendai Bank,
Ltd.
June 2019
Managing Director
Director of the Company (current position)
June 2020
Representative Managing Director of The Sendai
Bank, Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Managing Director of The Sendai Bank, Ltd.

Number of theCompany’s shares
held

3,220 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Junichi Ota and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2019, Junichi Ota has presided over the administration andfinancial market areas especially in the management of the Company’s subsidiaries. In addition, he possesses
knowledge, experience, and adequate social creditability to perform corporate management in a precise, fair, andefficient manner. Therefore, the Company has nominated him as a candidate for Director.

- 27 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
May 2007

8

Joined Yamagata Shiawase Bank, Ltd.
Manager of Corporate Planning Section,
Corporate Planning Department of Kirayaka
Bank, Ltd.
Aug. 2010
General Manager of Internal Control System
Reappointment
Enhancement Office
Oct. 2012
Deputy General Manager of Corporate Planning
Kouichi Uchida
Department(September 27, 1966)
Apr. 2014
General Manager of Corporate Planning
Department
Term of office:June 2015
Executive Officer and General Manager of
1 yearCorporate Planning Department
Board of Directors attendance: June 2018
Director and General Manager of Corporate
14 out of 14
Planning Department
June 2020
Managing Director (current position)
June 2021
Director of the Company (current position)[Significant concurrent positions outside the Company]
Managing Director of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Kouichi Uchida and the Company.

Number of theCompany’s shares
held

1,540 commonshares[Reasons for nomination as candidate for Director]
Kouichi Uchida has long served in the corporate planning area of Kirayaka Bank, Ltd., which is a subsidiary of theCompany, and has contributed to the enhancement of corporate value with his abundant experience and broad insight,
and since June 2020, he has demonstrated his management skills as Managing Director. The Company has nominatedhim as a candidate for Director because it judges that he has the qualifications of a manager and will be able tosufficiently contribute to the business development of the Company.

- 28 -

Candidate
No.

9

Number of the
Career summary, positions and responsibilities in the Company,
Company’s sharesand significant concurrent positions outside the Company
heldApr. 1989
Registered as an attorney at law (Yamagata Bar
Association)
Established Minoru Handa Law Offices
Managing Partner of Minoru Handa Law
Reappointment
Offices (current position)
Outside Director
Independent Officer
Apr. 2009
President of Yamagata Bar Association
Governor of Japan Federation of Bar
Associations
Minoru Handa
Vice President of Tohoku Federation of Bar- common(September 3, 1957)
Associations
sharesJan. 2017
Chairman of Pollution Investigation Committeeof Yamagata Prefecture (current position)
Term of office:Feb. 2017
Chairman of Yamagata Federation of Lawyers
3 years
Cooperatives (current position)
Chairman of the Expropriation Committee ofBoard of Directors attendance: July 2018
Yamagata Prefecture (current position)
17 out of 17
June 2019
Director of the Company (current position)[Significant concurrent positions outside the Company]
Managing Partner of Minoru Handa Law Offices[Special matters regarding the candidate for outside Director]
There is no special interest between Minoru Handa and the Company.
Name(Date of birth)

He is a candidate for outside Director.
The reason for the nomination of Minoru Handa as a candidate for outside Director and the reason the Company judged
him able to appropriately execute his duties as outside Director are because he possesses expertise and extensive
experience as an attorney at law, and the Company will be able to utilize his suggestions and opinions to secure fair andappropriate decision-making of the Board of Directors from a fair and neutral standpoint. The Company expects him toplay an appropriate role in supervising and advising on the execution of business as outside Director of the Company
from his legal perspective, etc. as an attorney at law.
At the conclusion of this meeting, his tenure as outside Director of the Company will have been three years.
The Company has submitted notification to the Tokyo Stock Exchange that he has been appointed as an independent
officer as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent officer to continue.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with him to limit his liability for damages under Article 423, paragraph 1 of the same Act to the amountstipulated by laws and regulations. If his reelection is approved at this meeting, the Company plans to renew the
aforementioned agreement with him. The maximum amount of liability for damages under this agreement is theminimum liability amount provided for under laws and regulations.

- 29 -

Candidate
No.

10

Number of the
Career summary, positions and responsibilities in the Company,
Company’s sharesand significant concurrent positions outside the Company
heldApr. 1984
Joined the Ministry of FinanceJuly 2007
Director of Banking Business Division II,
Supervision Bureau of Financial Services
AgencyJuly 2008
Director of Insurance Business Division,
Supervision Bureau
July 2010
Director of Planning and Management
Division, Supervision Bureau
July 2012
Director of Policy Division, Policy Bureau
July 2014
Director-General of Fukuoka Local FinanceBranch Bureau, the Ministry of Finance
Reappointment
July 2015
Deputy Director-General (in charge of
Outside Director
planning, market, and secretariat) of Planningand Coordination Bureau, Financial Services
AgencyYasushi Hasegawa
July 2016
Director-General of Tokai Local Finance(February 22, 1962)
Bureau, the Ministry of Finance- commonsharesJune 2017
Senior Managing Director (in charge ofscreening and risk supervision) of Japan Bank
Term of office:for International Cooperation
1 yearJune 2019
Retired from the Ministry of Finance
Nov.
2019
Advisorof Sumitomo Mitsui Trust Bank,
Board of Directors attendance:
14 out of 14
LimitedApr. 2020
Joined SBI Holdings, Inc.
Aug. 2020
Executive Officer and Secretary General of
Regional Revitalization Partners Co., Ltd.
(current position)
June 2021
Director of the Company (current position)
Feb. 2022
Director of SBI Chigin Holdings, Inc. (current
position)[Significant concurrent positions outside the Company]
Executive Officer and Secretary General of Regional
Revitalization Partners Co., Ltd.
Director of SBI Chigin Holdings, Inc.
[Special matters regarding the candidate for outside Director]
There is no special interest between Yasushi Hasegawa and the Company.
Name(Date of birth)

He is a candidate for outside Director.
The reason for the nomination of Yasushi Hasegawa as a candidate for outside Director and the reason the Company
judged him able to appropriately execute his duties as outside Director are because he possesses long years of extensive
experience and expertise in financial administration, and the Company will be able to utilize his suggestions andopinions to secure fair and appropriate decision-making of the Board of Directors. The Company expects him to play anappropriate role in supervising and advising on the execution of business as outside Director of the Company from his
expertise cultivated over many years in the financial administration.
At the conclusion of this meeting, his tenure as outside Director of the Company will be one year.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with him to limit his liability for damages under Article 423, paragraph 1 of the same Act to the amountstipulated by laws and regulations. If his reelection is approved at this meeting, the Company plans to renew the
aforementioned agreement with him. The maximum amount of liability for damages under this agreement is theminimum liability amount provided for under laws and regulations.

- 30 -

Candidate
No.

11

Number of the
Career summary, positions and responsibilities in the Company,
Company’s sharesand significant concurrent positions outside the Company
heldApr. 1975
Joined Tohoku Electric Power Co., Inc.
June 2007
Executive Officer and General Manager ofCorporate Planning Department
June 2009Managing Director and General Manager ofCustomer Division
Auditor (part-time) of Yurtec Corporation
New appointment
June 2012
Resigned as Auditor (part-time) of Yurtec
Outside Director
Corporation
Independent Officer
Director (part-time) of Yurtec Corporation
Representative Director & Vice President of
Tohoku Electric Power Co., Inc.
Tsutomu Satake- commonJune 2013
Resigned as Director (part-time) of Yurtec(March 2, 1953)
sharesCorporation
June 2014
Resigned as Director of Tohoku Electric Power
Co., Inc.
Term of office:- years
Representative Director & President of Yurtec
Corporation
Board of Directors attendance:
June
2019
Representative
Director & President and Chief- out of Executive Officer
June 2021
Representative Director & Chairman of theBoard (current position)[Significant concurrent positions outside the Company]
Representative Director & Chairman of the Board of Yurtec
Corporation[Special matters regarding the candidate for outside Director]
There is no special interest between Tsutomu Satake and the Company.
Name(Date of birth)

He is a candidate for outside Director.
The reason for the nomination of Tsutomu Satake as a candidate for outside Director and the reason the Company
judged him able to appropriately execute his duties as outside Director are because he possesses extensive experienceand broad knowledge as a corporate manager, and the Company will be able to utilize his suggestions and opinions tosecure fair and appropriate decision-making of the Board of Directors from a fair and neutral standpoint. The Company
expects him to play an appropriate role in supervising and advising on the execution of business as outside Director of
the Company.
If his election is approved, the Company plans to submit notification to the Tokyo Stock Exchange concerning his
appointment as an independent officer as provided for by the aforementioned exchange.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company plans to enter into anagreement with him to limit his liability for damages under Article 423, Paragraph 1 of the same act to the amountstipulated by laws and regulations if his election is approved. The maximum amount of liability for damages under thisagreement is set to be the minimum liability amount provided for under laws and regulations.

[Special matters regarding the candidates for Director (11 persons)]
Outline of a directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company under which theCompany bears the entire premium. All Directors of the Company are insured, and legal damages and litigation expenses (except for
those that fall under the exemptions stipulated in the insurance agreement) resulting from their actions in their positions will becovered. If each candidate is elected as a Director, all Directors will be insured under the said directors and officers liability
insurance agreement. The current agreement will expire in October 2022, but is scheduled to be renewed with the same contents.

- 31 -

Reference Documents for the General Meeting of Class Shareholders
Proposal

Partial Amendments to the Articles of Incorporation

This Proposal is identical to Proposal No. 2 “Partial Amendments to the Articles of Incorporation” in the Reference
Documents for the General Meeting of Shareholders.
The partial amendments to the Articles of Incorporation under this Proposal are “New establishment of an outline ofa new class of shares” and “Changes in the provisions regarding the calculation of the maximum dividend rates ofClass B, C, and D Preferred Shares.”- 32 -

<Reference>
1. Jimoto Holdings’ skill selection of the Board of Directors■ As a bank holding company with regional financial institutions under its umbrella, we believe that the Boardof Directors must be equipped with the skills to properly carry out "group management control."■ At the same time, in order to realize the Group's key strategies, it is the policy of the Company to utilize theexternal insight of outside Directors, with their business experience and knowledge related to each strategy.
Management strategy and skill of Jimoto Holdings
Management
philosophy

Plan policy

Connect Miyagi
and Yamagata tocontribute to local
SMEs and theregion bysupporting corebusinesses

Category

Respond to
COVID-19▶

Specialize in theGroup's strengths

Businesstransformation(DX)

Actively utilize collaboration
with SBI

Skill

Reasons for selection

Business management

Perform administrative duties
for the holding company
Realization of the Group's
priority strategy: contribution
to local small and medium
enterprises
Trinity reform ofadministration, humanresources, and stores
Increase sophistication andspeed of businessdevelopment
Utilization of outside
Directors' knowledge
Utilization of outside
Directors' knowledge
Utilization of outside
Directors' knowledge
Utilization of outside
Directors' knowledge
Utilization of outside
Directors' knowledge

Utilization of external
collaboration
Local industry
Corporate management
OutsideDirector▶

Businessmanagement

Business reform

Finance / Accounting
Legal / Risk
management
Public administration

Future vision
Create shared value

To the next 5 and10 yearsCore business support
InsideDirector

Group’s key strategies
Deepen support
for corebusinesses- 33 -▶

Improve business conditions ofbusiness partners
Regional development↓
Improve profitability of the Group

Director’s responsible division, business experience,
knowledge
Corporate planning / Subsidiary bank management /Risk management / Market operations
Loan approval / Customer support (branch manager,
etc.)
Office systems / HR & general affairs
Demonstration of effectiveness and results of external
collaboration (SBI, etc.)
Trends in local industry in Miyagi and Yamagata
Experience in business management at other companies
Expertise and experience in corporate finance (e.g.,
certified public accountant)
Legal and risk management expertise and experience(e.g., attorney)
Experience in local and financial administration

2. Skill matrix of the Board of Directors
Board of Directors of Jimoto Holdings
The Board of Directors of Jimoto Holdings, led by internal Directors, is equipped with the skills necessary to carryout business management as a bank holding company and to implement the Group's key strategies.
[Internal Directors]

Name
Directorcandidate

Corporateplanning

Business management
Subsidiary
Risk
bank
management
management

●

●

●

●

Core business support
Marketoperations

Loan
approval

Customer
supportBusiness reformHR &Officegeneralsystems
affairs

Utilization of
externalcollaboration●

Koji Kawagoe
Directorcandidate●●

Takashi Suzuki
Directorcandidate

●

●

●

●

●

●

Jun Kawamura
Directorcandidate

Tsuyoshi
Ogata
Directorcandidate

●

●

●

●

●

●

●

●

Yoshiaki Saito
Directorcandidate●●●

Makoto Suzuki
Directorcandidate

●

●

●

●

Junichi Ota
Directorcandidate●

Kouichi
Uchida●●●[Responsibilities, career summary, qualifications, etc., of each Director]
Name

Division in charge in
Jimoto HD

Subsidiary bankrepresentation

Director candidate

Koji Kawagoe

Audit

Yes

Audit

Yes

General Manager of Corporate Planning
Department, General Manager of
Accounting Department, General
Manager of Sagae Branch
General Manager of General Affairs
Department, General Manager of Loan
Department, General Manager ofPlanning Department and Risk
Supervision Department
General Manager of Core BusinessSupport Division, General Manager ofSales Department, Head Office, General
Manager of Sendai Branch
General Manager of Corporate Planning,
General Manager of General Planning
Department
General Manager of Risk Supervision
Department, General Manager of Sales
Department, General Manager of
Tobukojodanchi Branch
General Manager of Core BusinessSupport Division, General Manager ofSales Department, General Manager of
Sendai Branch
General Manager of Financial Market
Department, General Manager ofCorporate Planning Department,
General Manager of Natori Branch
General Manager of Corporate Planning
Department

Director candidate

Takashi Suzuki

Director candidate

Jun Kawamura

Core business support/ Corporate planning

Director candidate

Tsuyoshi Ogata

Corporate planning

Director candidate

Yoshiaki Saito

Risk supervision /
Loan

Yes

Loan

Yes

Financial market /Administration

Yes

Director candidate

Makoto Suzuki
Director candidate

Junichi Ota
Director candidate

Kouichi Uchida

Main career at subsidiary bank

Risk supervision- 34 -

Collaborationachievement areas with
SBI and others

Core business support

Corporate plan

Market operations
Corporate Planning

The Company's management philosophy is to contribute to local small and medium-sized enterprises andcommunities in Miyagi and Yamagata prefectures, and the outside Directors consist mainly of people withknowledge of local industries in both prefectures.
Furthermore, outside Directors have a wealth of experience and knowledge in areas such as corporate
management, finance and accounting, legal and risk management, and public administration, and they constitute a
diverse skill set for the Board of Directors.
[Outside Directors]
Name

Local industries

Outside Director
candidate(independent)
Minoru Handa
Outside Director
candidate

Corporate
management

Finance / Accounting●

TsutomuSatakePublic administration●●

Yasushi
Hasegawa
Outside Director
candidate(independent)

Legal / Risk
management

●

●

●

[Responsibilities, career summary, qualifications, etc., of each Director]
Name
Outside Director candidate(independent)

Minoru Handa
Outside Director candidate

Yasushi Hasegawa
Outside Director candidate(independent)

Tsutomu Satake

Main career summary and positions
Managing Partner of Minoru Handa Law Offices (current position)

Qualifications
Attorney at law

Director-General of Tokai Local Finance Bureau, the Ministry of Finance, Senior
Managing Director of Japan Bank for International Cooperation, Director of SBI Chigin
Holdings, Inc. (current position)
Representative Director & Vice President of Tohoku Electric Power Co., Inc.,
Representative Director & Chairman of the Board of Yurtec Corporation (current
position)(Note) The above are not exhaustive lists of all the insight and experience held by the Directors.

- 35 -

<Reference>
The Company has determined the following criteria to judges the independence of candidates for Outside Director.
Independence Evaluation Criteria of Outside Officer
1. (1) Candidates shall not be executive directors, executive officers, managers or other employees of theGroup (hereinafter referred to in general as “Persons Who Execute Business”) and who have not beenworking as a person involved with business execution of the Group in the last ten years.
(2) Candidates for outside Director who have acted as a non-executive Director (Note 1) or Audit &Supervisory Board Member of the Group in the last ten years shall not have acted as a person involvedin business execution of the Group in the ten years previous to their position as a non- executive
Director or Audit & Supervisory Board Member.
(3) Candidates shall not be a spouse or a relative within two degrees of kinship of officers (Note 2),
managers, or other important employees (excluding officers, etc.) of the Group.
2. Candidates shall not be persons who are a major shareholder of the Company (Note 3), officers or
employees of companies of which the Company is a major shareholder (excluding said officers).
3. (1) Candidates shall not be persons who have a business relationship with the Company or a coresubsidiary of the Company (Note 4) whereby the Company or a core subsidiary of the Company is its
major transacting counterparty (Note 5), or the parent company or a significant subsidiary thereof, or
when such party is a company, a business executive, or a party which has fallen under such category
during the past three years.
(2) Candidates shall not be persons who have a business relationship with the Company or a coresubsidiary of the Company who is a major transacting counterparty, or the parent company or asignificant subsidiary thereof, or when such party is a company, a business executive, or a party which
has fallen under such category during the past three years.
(3) Candidates shall not be employees of an organization that has received donations that exceed a certain
amount (an average of ¥10 million annually over the last three years) from the Company or its coresubsidiaries.
4. Candidates shall not be officers, etc. of a company, its parent company or its subsidiary that have brought
in officers, etc. from the Group.
5. Candidates are not currently an accounting auditor or an employee, etc. of an accounting firm of the Groupand have not been in charge of auditing operations of the Group as said employee in the last three years.
6. Candidates may not be a lawyer, public certified accountant or another type of consultant that has earned
money or other assets of ¥10 million or more on average per year over the last three years from the Company
or its core subsidiaries in addition to the officer remuneration.
7. Furthermore, candidates shall be a person who does not have an ongoing, substantive conflict of interest
due to circumstances other than the above between the general shareholders of the Company.
(Note 1)
(Note 2)
(Note 3)(Note 4)(Note 5)“Non-executive officer” refers to Directors who are not an executive director.
“Officers, etc.” refers to directors (including outside Director) and auditors (including outside Audit &Supervisory Board Member).
“Major shareholder” refers to a person or organization that held 10% or more voting rights directly or indirectly atthe end of the most recent fiscal year.
“Core subsidiaries” refers to Kirayaka Bank, Ltd. and The Sendai Bank, Ltd.
“Main business partner” is judged as a business partner who made up 2% or more of the annual consolidated sales(consolidated ordinary income in the case of the Company) for the most recent fiscal year.

- 36 -