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 7, 2018
To our shareholders:Manabu Awano, Representative Director and President
Jimoto Holdings, Inc.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi

Notice of the 6th Annual General Meeting of Shareholders
You are cordially invited to attend the 6th Annual General Meeting of Shareholders of Jimoto Holdings, Inc. (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 via the Internet.
Please review the attached Reference Documents for 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 Monday, June 25, 2018 (JST)).
Information about the venue- The previous general meeting of shareholders was held at the 9F Auditorium Hall in the Head Office of The
Sendai Bank, Ltd. in Sendai City, however, in this year, the 6th Annual General Meeting of Shareholders will beheld at the Yugakukan 2F Hall 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: Tuesday, June 26, 2018, at 10:00 a.m. (JST)
2. Venue:
Yugakukan 2F Hall
1-2-36 Midori-cho, Yamagata-shi, Yamagata
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 6th fiscal year (from April 1, 2017
to March 31, 2018), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 6th fiscal year (from April 1, 2017 to March 31, 2018)
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 12 Directors
Proposal No. 4
Election of Two Audit & Supervisory Board Members

-1-

-

-

When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception. In addition, pleasebring this 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 the Company’s Articles of Incorporation (in Japanese only). 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 & Supervisory Board Members in preparing theaudit 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.
Company’s Website (https://www.jimoto-hd.co.jp/; in Japanese only)-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company maintains a basic policy for the appropriation of surplus to strive to strengthen its financial structure
by enhancing appropriate internal reserves with considerations to its public nature as a bank holding company,
while providing stable dividends to all of the shareholders.
In consideration of the business performance and management environment, and the Company proposes to pay a
year-end dividend of ¥2.50 per common share.
Including the interim dividend of ¥2.50 per share, the annual dividend for common shares will be ¥5 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¥2.50 per share
Total payment: ¥447,148,245
Class B Preferred Shares¥0.07 per share
Total payment: ¥9,100,000
Class C Preferred Shares¥1.278 per share
Total payment: ¥127,800,000
Class D Preferred Shares¥0.06 per share
Total payment: ¥3,000,000
Total: ¥587,048,245
Effective date of dividends of surplus: Wednesday, June 27, 2018-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The Company proposes partial amendments to the business purposes regulated by Article 2 in the current
Articles of Incorporation so that the Company may flexibly expand its businesses after the revision to thescope of businesses which bank holding companies may engage in accordance with the “Act for Partial
Revision of the Banking Act in Response to Environmental Change Due to Advancement of Information andCommunication Technology, etc.” (Act No. 62 of 2016), in effect on April 1, 2017.
2. Details of the amendments
The amendments are as follows:(Underlines indicate amendments)
Proposed Amendments

Current Articles of Incorporation(Purpose)
Article 2.
The purpose of the Company shall be to engage in thefollowing business activities as a bank holding company:
1. Corporate management of companies allowed as
subsidiaries in accordance with the Banking Act and otherbanking laws
(Newly established)

2. Incidental and relevant businesses to other businesses in
the preceding items(Purpose)
Article 2.
The purpose of the Company shall be to engage in thefollowing business activities as a bank holding company:
1. Corporate management of companies allowed as
subsidiaries in accordance with the Banking Act and otherbanking laws
2. Businesses which a bank holding company may engage inaccordance with the Banking Act in addition to thebusinesses listed in the preceding item
3. Incidental and relevant businesses to each of the businesses
in the preceding items-4-

Proposal No. 3

Election of 12 Directors

The terms of office of 12 Directors, Takashi Suzuki, Manabu Awano, Isao Misonou, Yukiyoshi Sakamoto,
Tatsuhiko Tanaka, Hiroshi Takahashi, Mikio Takahashi, Yoshiaki Saito, Tokushiro Hayasaka, Toshinori Kagawa,
Mitsuru Kumagai and Kazuaki Naito, will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of 12 Directors.
The candidates for Director are as follows.
The Company has nominated these candidates for Director after consultation with the Nomination andRemuneration Council* which was established for the purpose of ensuring transparency and fairness as well as
improving sustainable growth and medium to long-term corporate value of the Group.
* The Nomination and Remuneration Council is made up of four persons, including two outside Directors with anoutside Director as the chair.
Candidate
No.

Name

Current position in the Company
Representative Director andChairman
Representative Director andPresident

1

Reelection

Takashi Suzuki

2

Reelection

Manabu Awano

3

Reelection

Yoshiaki Saito

Director

4

Reelection

Tatsuhiko Tanaka

Director

5

New election

Akira Sato

6

Reelection

Mikio Takahashi

Director

7

Reelection

Toshinori Kagawa

Director

8

New election

Tomio Konno–

9

New election

Tsuyoshi Ogata–

10

New election

Koji Kawagoe–

11

Reelection

Kazuaki Naito

12

New election

Yasuo Yahagi–

Candidate for outside Director
Independent Officer
Candidate for outside Director
Independent Officer-5-

Outside Director–

Candidate
No.

Name
(Date of birth)

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

1

Number of theCompany’s shares
ownedJoined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Apr. 2000
Manager of Supervising Section andDevelopment Section, Promotion Department
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
Department
June 2005
Director and General Manager of Planning
Department
Apr. 2006
Director, General Manager of Planning
Takashi Suzuki
37,900 common
Department and Risk Supervision Department(January 20, 1954)
sharesJune 2006
Director and General Manager of General
Affairs Department
June 2007
Managing Director and General Manager ofGeneral Affairs Department
June 2008
Managing Director
June 2009
Representative Managing Director
Oct. 2012
Director of the Company
June 2013
Representative Director and Chairman (current
position)
Representative Director and President of The
Sendai Bank, Ltd. (current position)[Significant concurrent position outside the Company]
Representative Director and President of The Sendai Bank, Ltd.
(current position)[Special matters regarding the candidate for Director]
There is no special interest between Takashi Suzuki and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in October 2012 and 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 goes beyond prefectural boundaries and to restore and generate a regional economy. In
addition to these experiences, he possesses knowledge and adequate social credibility to conduct businesses in a fairand efficient manner. Therefore, the Company has nominated him as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979

2

3

Number of theCompany’s shares
ownedJoined Yamagata Sogo Bank, Ltd. (Yamagata
Shiawase Bank, Ltd.)
Apr. 1991
Manager of Planning Section, Planning
Department
June 1999
General Manager of General Planning
Department
June 2001
Director and General Manager of General
Planning Department
June 2005
Senior Managing Director
Oct. 2005
Director of Kirayaka Holdings, Ltd.
May 2007
Senior Managing Director of Kirayaka Bank,
Manabu Awano
31,900 common
Ltd.
(February 7, 1956)
sharesJune 2007
Senior Managing Director of Kirayaka
Holdings, Ltd.
Feb. 2008
Representative Senior Managing Director of
Kirayaka Bank, Ltd.
Apr. 2008
Representative Director and President (current
position)
Oct. 2012
Representative Director and President of theCompany (current position)[Significant concurrent position outside the Company]
Representative Director and President of Kirayaka Bank, Ltd.
(current position)[Special matters regarding the candidate for Director]
There is no special interest between Manabu Awano and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Representative Director of the Company in October 2012, Manabu Awano has exhibited excellent
corporate management leadership, such as guiding ongoing efforts to create distinction as a regional financial group that
goes beyond 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.
Apr. 1981
Joined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Aug. 2002
Manager of Loan Supervision Section, Loan
Department
Apr. 2004
General Manager of Tobukojodanchi Branch
Apr. 2005
Chief Examiner of Planning Department
Apr. 2006
Deputy General Manager of Operation Audit
Department and Manager of Audit Section
20,500 common
Apr. 2009
General Manager of Operation Audit
Yoshiaki Saito
sharesDepartment(January 8, 1959)
June 2010
Director and General Manager of Risk
Supervision Department
June 2011
Director and General Manager of Sales
Department, Head Office
June 2013
Managing Director (current position)
Director of the Company (current position)[Significant concurrent position outside the Company]
Managing Director of The Sendai Bank, Ltd. (current position)[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 market 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.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Mar. 2002

4

5

Number of theCompany’s shares
ownedJoined The Industrial Bank of Japan, Limited
Deputy General Manager of Industry Research
Division of Mizuho Corporate Bank, Ltd.
Oct. 2005
Senior Manager of Compliance Division
May 2007General Manager of Coordination Department,
Compliance Division
Apr. 2010
Managing Executive Officer of Kirayaka Bank,
Tatsuhiko Tanaka
29,400 common
Ltd.
(October 15, 1958)
sharesJune 2010
Managing Director
Oct. 2012
Director of the Company (current position)
June 2016
Representative Managing Director of Kirayaka
Bank, Ltd. (current position)[Significant concurrent position outside the Company]
Representative Managing Director of Kirayaka Bank, Ltd.
(current position)[Special matters regarding the candidate for Director]
There is no special interest between Tatsuhiko Tanaka and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in October 2012, Tatsuhiko Tanaka has presided over the risk
management area 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.
Apr. 1978
Joined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Apr. 2002
General Manager of Tajiri Branch
Apr. 2005
General Manager of Izumigaoka Branch
Apr. 2007
General Manager of Sanuma Branch
June 2009
General Manager of Promotion Department
May 2012
General Manager of Promotion Department andNew candidate
Card Business Department
11,100 commonsharesAkira Sato
June 2013
Director and General Manager of Regional(April 3, 1955)
Development Department
June 2014
Director of the Company
June 2015
Retired from Director
June 2016
Managing Director of The Sendai Bank, Ltd.
(current position)[Significant concurrent position outside the Company]
Managing Director of The Sendai Bank, Ltd. (current position)[Special matters regarding the candidate for Director]
There is no special interest between Akira Sato and the Company.
[Reasons for nomination as candidate for Director]
Akira Sato has demonstrated his ability in management as Managing Director since June 2016 with a career ofimportant posts, including General Manager of Promotion Department of The Sendai Bank, which is a subsidiary of theCompany, and General Manager of Regional Development Department, and possesses qualifications as a manager. The
Company has nominated him as a candidate for Director because it judges he will be able to sufficiently contribute to
the business development of the Company.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980

6

Number of theCompany’s shares
ownedJoined Yamagata Sogo Bank, Ltd. (Yamagata
Shiawase Bank, Ltd.)
Apr. 2002
Deputy General Manager of General Planning
Department
Oct. 2003
General Manager of General Affairs
Department
June 2004
General Manager of Human Resources
Department
May 2007General Manager of Human Resources
Department of Kirayaka Bank, Ltd.
Apr. 2008
General Manager of Human Resources andGeneral Affairs Department
Oct. 2008
General Manager of Sales Supervision
Department
June 2009
Executive Officer and General Manager ofSales Supervision Department
23,800 common
Mikio Takahashi
Apr. 2010
Executive Officer and General Manager ofshares(March 14, 1958)
Central Sales Department
Oct. 2011
Executive Officer and General Manager ofSales Supervision Department
June 2012
Director and General Manager of Sales
Supervision Department
Apr. 2013
Director and General Manager of Sales
Division
June 2015
Director, General Manager of Sales Division
and Sales Promotion Department
June 2016
Managing Director
June 2017
Representative Managing Director (current
position)
Director of the Company (current position)[Significant concurrent position outside the Company]
Representative Managing Director of Kirayaka Bank, Ltd.
(current position)[Special matters regarding the candidate for Director]
There is no special interest between Mikio Takahashi and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2017, Mikio Takahashi has presided over the financing areas in
the management of the Company’s subsidiaries in particular. In addition, he possesses knowledge, experience, andadequate social creditability to perform corporate management in a precise, fair and efficient manner. Therefore, theCompany has nominated him as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979

7

8

Number of theCompany’s shares
ownedJoined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
June 2003
General Manager of Tokyo Branch
June 2006
Deputy General Manager of Market
Management Department
June 2007
General Manager of Market Management
Department
June 2010
General Manager of Operation Audit
Department
14,300 common
Toshinori Kagawa
Feb. 2012
General Manager of Market Management
shares(April 18, 1956)
Department
June 2013
Director and General Manager of Sales
Department, Head Office
June 2016
Director (current position)
Director and General Manager of General
Planning Department of the Company (current
position)[Significant concurrent position outside the Company]
Director of The Sendai Bank, Ltd. (current position)[Special matters regarding the candidate for Director]
There is no special interest between Toshinori Kagawa and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2016, Toshinori Kagawa has presided over and exhibited
leadership in the corporate strategy area, which formulates Group strategies, as well as general planning area, which
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.
Apr. 1981
Joined The Shokusan Sogo Bank, Ltd. (TheShokusan Bank, Ltd.)
Apr. 2001
Manager of Foreign Exchange Section and
Securities Management Section, Financial
Market Department
May 2007Manager of Foreign Exchange Section and
Securities Management Section, Financial
New candidate
Market Department of Kirayaka Bank, Ltd.
11,400 common
Apr. 2008
General Manager of Financial Market
sharesTomio Konno
Department(December 7, 1957)
June 2013
Executive Officer and General Manager ofFinancial Market Department
June 2016
Director and General Manager of Financial
Market Department
June 2017Managing Director (current position)[Significant concurrent position outside the Company]
Managing Director of Kirayaka Bank, Ltd. (current position)[Special matters regarding the candidate for Director]
There is no special interest between Tomio Konno and the Company.
[Reasons for nomination as candidate for Director]
Tomio Konno has contributed to expansion of revenue with proper decision making based on a long career in the areaof market financing at Kirayaka Bank, which is a subsidiary of the Company. In addition, he has demonstrated his
ability in management as General Manager of Financial Market Department since April 2008 and possesses
qualifications as a manager. The Company has nominated him as a candidate for Director because it judges he will beable to sufficiently contribute to the business development of the Company.

- 10 -

Candidate
No.

Name
(Date of birth)

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

9

Number of theCompany’s shares
ownedJoined 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
OfficeOct. 2012
General Manager of Planning Department
New candidate
9,700 common
Oct. 2013
General Manager of Corporate PlanningsharesDepartment and General Manager ofTsuyoshi Ogata(January 30, 1966)
Accounting Department
June 2015
Director, General Manager of Corporate
Planning Department and General Manager of
Accounting Department
June 2016
Director and General Manager of Sales
Department, Head Office (current position)[Significant concurrent position outside the Company]
Director of The Sendai Bank, Ltd. (current position)[Special matters regarding the candidate for Director]
There is no special interest between Tsuyoshi Ogata and the Company.
[Reasons for nomination as candidate for Director]
Tsuyoshi Ogata has contributed to enhancing corporate value with his extensive experience and broad knowledge basedon a long career in corporate planning at The Sendai Bank, which is a subsidiary of the Company. In addition, hedemonstrated his ability in management as Director and General Manager of Sales Department of Head Office sinceJune 2016 and possesses qualifications as a manager. The Company has nominated him as a candidate for Director
because it judges he will be able to sufficiently contribute to the business development of the Company.

- 11 -

Candidate
No.

Name
(Date of birth)

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

10

Number of theCompany’s shares
ownedJoined 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 ofTokyo Office
Apr. 2010
General Manager of Corporate Planning
New candidate
Department
35,125 common
Apr. 2014
Executive Officer and General Manager ofsharesKoji Kawagoe
Sagae Branch(November 23, 1963)
June 2016
Executive Officer and General Manager of
Accounting Department
General Manager of Corporate Strategy
Department of the Company (current position)
June 2017Managing Executive Officer and General
Manager of Accounting Department of
Kirayaka Bank, Ltd.
Apr. 2018
Managing Executive Officer (current position)[Significant concurrent position outside the Company]
Managing Executive Officer of Kirayaka Bank, Ltd. (current
position)[Special matters regarding the candidate for Director]
There is no special interest between Koji Kawagoe and the Company.
[Reasons for nomination as candidate for Director]
Koji Kawagoe has demonstrated his ability in management as General Manager of Corporate Strategy Department of
the Company since June 2016 with a career of important posts, including General Manager of Tokyo Office of Kirayaka
Bank, General Manager of Corporate Planning Department, and General Manager of Sagae Branch, and possesses
qualifications as a manager. The Company has nominated him as a candidate for Director because it judges he will beable to sufficiently contribute to the business development of the Company.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1998

11

Number of theCompany’s shares
ownedRegistered as an attorney at law (Yamagata Bar
Association)
Apr. 1998
Joined Furusawa & Naito Law Office (current
position)
Apr. 2002
Part-time lecturer of Tohoku University of Art
and Design
Apr. 2004
Vice Chairman of Yamagata Bar Association
Apr. 2004
Director of Tohoku Federation of Bar
Associations
Oct. 2008
Part-time lecturer of Faculty of Medicine of
Yamagata University
Candidate for outside Director
Oct. 2011
Chairman of Land-use Board of Review ofIndependent Officer
Yamagata Prefecture (current position)– common shares
Kazuaki Naito
June 2015
Director of the Company (current position)(December 10, 1965)
Apr. 2016
Vice Chairman of Yamagata Bar Association
Apr. 2016
Director of Tohoku Federation of Bar
Associations
Apr. 2016
Part-time Director of Yamagata Prefectural
University of Health Sciences (current position)
Apr. 2017
Chairman of Yamagata Bar Association
Apr. 2017
Governor of Japan Federation of Bar
Associations[Significant concurrent position outside the Company]
Attorney at law of Furusawa & Naito Law Office (current
position)[Special matters regarding the candidate for outside Director]
There is no special interest between Kazuaki Naito and the Company.
He is a candidate for outside Director.
The reason for the nomination of Kazuaki Naito 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.
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 designated 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.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1971
Mar. 2001

12

Number of theCompany’s shares
ownedJoined Tohoku Electric Power Co., Inc.
Deputy General Manager of Distribution
Engineering Department, Customer Division
June 2007
Director, Deputy General Manager of Customer
Division and General Manager of Distribution
Engineering Department, Customer Division
June 2009
Senior Executive Officer and General Manager
of Niigata Branch
New candidate
Managing Director and Acting General
Candidate for outside Director June 2011
Manager of Customer Division
Independent Officer– common shares
June 2012
Representative Director & Vice President andYasuo Yahagi
General Manager of Customer Division(February 14, 1951)
June 2013
Audit & Supervisory Board Member of Yurtec
Corporation (part-time)
June 2015
Retired from Representative Director & Vice
President of Tohoku Electric Power Co., Inc.
Director and Chairman of Yurtec Corporation(current position)[Significant concurrent position outside the Company]
Director and Chairman of Yurtec Corporation (current position)[Special matters regarding the candidate for outside Director]
There is no special interest between Yasuo Yahagi and the Company.
He is a candidate for outside Director.
He possesses extensive experience and broad knowledge as a corporate manager. The Company has nominated him as a
candidate for outside Director to utilize his suggestions and opinions to secure fair and appropriate decision-making of
the Board of Directors from a fair and neutral standpoint.
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.

- 14 -

Proposal No. 4

Election of Two Audit & Supervisory Board Members

Audit & Supervisory Board Member Hiroyasu Kumagai will retire from office at the conclusion of this meeting. In
addition, the term of office of Audit & Supervisory Board Member Shunichi Miura will expire at the conclusion ofthis meeting.
Therefore, the Company proposes the election of two Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
The Company proposes the election of Masashiro Hayasaka as a substitute of Hiroyasu Kumagai (his term of officewill be until the conclusion of the 7th Annual General Meeting of Shareholders planned to be held in June 2019).
Candidate
No.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1975

1

Number of theCompany’s shares
ownedJoined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Aug. 2003
General Manager of Takasago BranchAug. 2005
General Manager of Shiroishi Branch
Apr. 2008
Deputy General Manager of Loan Department
and Manager of Credit Section
New candidate
July 2011
General Manager Tagajo Branch
8,700 commonshares
Masashiro Hayasaka
Feb. 2014
General Manager of Loan Department(October 5, 1956)
June 2015
General Manager of Audit Department
June 2016
Audit & Supervisory Board Member (current
position)[Significant concurrent position outside the Company]
Audit & Supervisory Board Member of The Sendai Bank, Ltd.
(current position)[Special matters regarding the candidate for Audit & Supervisory Board Member]
There is no special interest between Masashiro Hayasaka and the Company.
[Reasons for nomination as candidate for Audit & Supervisory Board Member]
The Company has nominated Masashiro Hayasaka as a candidate for Audit & Supervisory Board Member because it
can expect proper advice and guidance as well as auditing of overall management of the Company from a fair andneutral standpoint based on his practical experience, with a career of important posts including General Manager of
Tagajo Branch of The Sendai Bank, which is a subsidiary of the Company, as well as General Manager of Loan and
Audit Departments.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Nov. 1971
Apr. 1994

2

Number of theCompany’s shares
ownedJoined Miyagi Prefectural Government
Manager of Longevity Social Policy Section,
Health and Welfare Department
Apr. 2000
Deputy General Manager of Industry andEconomy Department
Apr. 2003
General Manager of Tokyo Office
Apr. 2004
General Manager of Environmental Department
Apr. 2006
General Manager of Industry and Economy
Department
General Manager of General Affairs
Candidate for outside Audit & Apr. 2007
Department
Supervisory Board Member
Mar. 2008
Retired from Miyagi Prefectural Government
3,200 common
Independent Officer
sharesJuly 2008
Chairman of Environmental Businesses
Shunichi Miura
Corporation of Miyagi(January 5, 1949)
Apr. 2010
Chairman of Culture Foundation of Miyagi
Apr. 2010
Chairman of Social Welfare Council of Miyagi
May 2014
Audit & Supervisory Board Member of The
Sendai Bank, Ltd.
June 2014
Audit & Supervisory Board Member of theCompany (current position)
June 2016
Resigned as Audit & Supervisory Board
Member of The Sendai Bank, Ltd.
[Significant concurrent position outside the Company]
None.
[Special matters regarding the candidate for outside Audit & Supervisory Board Member]
There is no special interest between Shunichi Miura and the Company.
He is a candidate for outside Audit & Supervisory Board Member.
The Company has nominated him as a candidate for outside Audit & Supervisory Board Member because it judges that
he will be able to appropriately execute his duties as Audit & Supervisory Board Member and will audit overallmanagement of the Company from a fair and neutral standpoint based on the experience and knowledge he has
cultivated throughout his career of important posts that include General Manager of Environmental Department,
General Manager of Industry and Economy Department, General Manager of General Affairs Department in Miyagi
prefecture, and Chairman of Social Welfare Council of Miyagi.
At the conclusion of this meeting, his tenure as outside Audit & Supervisory Board Member of the Company will havebeen four years.
He served as a non-executive officer (Audit & Supervisory Board Member) of a subsidiary of the Company in the past.
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.

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