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 6, 2019
To our shareholders:Manabu Awano, Representative Director and President
Jimoto Holdings, Inc.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi

Notice of the 7th Annual General Meeting of Shareholders
You are cordially invited to attend the 7th 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 24, 2019 (JST)).
Information about the venue- The previous general meeting of shareholders was held at the Yugakukan 2F Hall in Yamagata City, however, in
this year, the 7th Annual General Meeting of Shareholders will be held at the 9F Auditorium Hall in the Head
Office of The Sendai Bank, Ltd. in Sendai City, with a live conference feed to the 3F Grand Conference Hall in
the Head Office of Kirayaka Bank, Ltd. in Yamagata City.
- The Company plans to hold the following general meeting of the shareholders in Yamagata City.
<To shareholders attending the live feed in Yamagata City>- The live feed venue in Yamagata 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 25, 2019, at 10:00 a.m. (JST)
2. Venue:2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi
9F Auditorium Hall, Head Office of The Sendai Bank, Ltd.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 7th fiscal year (from April 1, 2018
to March 31, 2019), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 7th fiscal year (from April 1, 2018 to March 31, 2019)
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 10 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of 4 Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Determination of Amounts of Remuneration, etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Proposal No. 6
Determination of Amounts of Remuneration, etc. for Directors Who Are Audit andSupervisory Committee Members
Proposal No. 7
Determination of Amounts of Performance-based Stock Remuneration, etc. for
Directors (Excluding Directors Who Are Audit and Supervisory Committee 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: ¥447,146,543
Class C Preferred Shares¥1.286 per share
Total payment: ¥128,600,000
Total: ¥575,746,543
Note:

Dividends of Class B Preferred Shares and Class D Preferred Shares are calculated based on the “Funding Cost as Annualized
Rate of Preferred Dividend (FY 2017)” of the Earthquake-Affected Special Financial Institutions announced by the Deposit
Insurance Corporation of Japan on July 9, 2018.
The “Funding Cost as Annualized Rate of Preferred Dividend (FY 2017)” is 0.00% and does not have dividends of Class B
Preferred Shares or Class D Preferred Shares based on the requirements for issuing preferred shares.

Effective date of dividends of surplus: Wednesday, June 26, 2019.

-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) The Company proposes the new establishment of provisions related to the Audit and Supervisory
Committee and Audit and Supervisory Committee Members, deletions of provisions related to the Audit& Supervisory Board and Audit & Supervisory Board Members, and amendments to provisions related to
Directors and the Board of Directors to transition to a company with an audit and supervisory committee
for the purpose of enhancing the audit function of the Board of Directors and further strengthening
corporate governance in addition to heightening the fairness, transparency and efficiency of management
through rapid decision making and business execution by delegating authority.
(2) The Company proposes to change the Convener and Chairmanship of the General Meeting of
Shareholders defined in Article 25 of the current Articles of Incorporation to the representative director
determined in advance by the Board of Directors to provide greater flexibility to the operations of theGeneral Meeting of Shareholders.
(3) The Company proposes other necessary revisions, such as the numbering of Articles due to the new
establishment and deletion of the above provisions.
2. Details of the amendments
The amendments are as follows: The Company proposes the effective date of the amendments to the Articles ofIncorporation be at the conclusion of this Annual General Meeting of Shareholders.

Current Articles of Incorporation
Chapter 1
General Provisions
Article 1. to Article 3. (Omitted)(Organs)
Article 4.
The Company shall have, in addition to the general meeting ofshareholders and Directors, the following organs:
1. Board of Directors
2. Audit & Supervisory Board Members
3. Audit & Supervisory Board
4. Financial Auditor
Article 5. (Omitted)
Chapter 2
Shares
Article 6. to Article 10. (Omitted)(Share Handling Regulations)
Article 11.
Entry or record of the shareholder register, the handling of theCompany’s shares and the fees therefor shall be governed by
the Share Handling Regulations established by the Board of
Directors, in addition to applicable laws and regulations andthese Articles of Incorporation.
(Shareholder Register Administrator)
Article 12.
(i) The Company shall have a shareholder register
administrator.
(ii) The shareholder register administrator and the place ofbusiness thereof shall be designated by resolution of theBoard of Directors and public notice thereof shall begiven.
(iii) (Omitted)(Underlines indicate amendments)
Proposed Amendments
Chapter 1
General Provisions
Article 1. to Article 3. (Unchanged)(Organs)
Article 4.
The Company shall have, in addition to the general meeting ofshareholders and Directors, the following organs:
1. Board of Directors
2. Audit and Supervisory Committee(Deleted)
3. Financial Auditor
Article 5. (Unchanged)
Chapter 2
Shares
Article 6. to Article 10. (Unchanged)(Share Handling Regulations)
Article 11.
Entry or record of the shareholder register, the handling of theCompany’s shares and the fees therefor shall be governed by
the Share Handling Regulations established by the Board of
Directors or Directors delegated by resolution of the Board of
Directors, in addition to applicable laws and regulations andthese Articles of Incorporation.
(Shareholder Register Administrator)
Article 12.
(i) The Company shall have a shareholder register
administrator.
(ii) The shareholder register administrator and the place ofbusiness thereof shall be designated by resolution of theBoard of Directors or a decision of a Director delegated byresolution of the Board of Directors, and public notice
thereof shall be given.
(iii) (Unchanged)-4-Current Articles of Incorporation
Chapter 3
Preferred Shares(Preferred Dividends)
Article 13.
(i) When paying dividends of surplus in accordance with
Article 51, the Company shall pay dividends of surplus
through a monetary amount as defined below (hereinafter,such money to pay through dividends, “Preferred
Dividends”) to shareholders who own preferred shares(hereinafter “Preference Shareholders”) entered orrecorded in the final shareholder register as of March 31
of every year (hereinafter “Record Date of Preferred Yearend Dividends”) or registered pledgees of share forpreferred shares (hereinafter “Registered Pledges ofPreferred Shares”) before shareholders who own commonshares of the Company (hereinafter “Common
Shareholders” and “Common Shares” respectively)
entered or recorded in the final shareholder register on thesaid Record Date of Preferred Year-end Dividends orregistered pledgees of shares for common shares(hereinafter “Registered Pledges of Common Shares”).
(Hereinafter, Omitted) (Hereinafter, Omitted)(ii) to (iii)(Omitted)(Preferred Interim Dividends)
Article 14.
(i) When paying interim dividends of surplus in accordancewith Article 52, the Company shall pay dividends ofsurplus up to but no more than the amount of half of thepreferred dividend for each fiscal year per preferred share(hereinafter, such money to pay through dividends,“Preferred Interim Dividends”) to Preference Shareholders
entered or recorded in the final shareholder register as of
September 30th of every year (hereinafter “Record Date ofPreferred Interim Dividends”) or Registered Pledges ofPreferred Shares before Ordinary Shareholders entered orrecorded in the final shareholder ledger on the record dateof said interim preferred dividends or Registered Pledgesof Common Shares.
Article 15. to Article 21. (Omitted)(Prescription)
Article 22.
The payment of Preferred Dividends and Preferred Interim
Dividends shall adhere to the provisions in Article 53.
Chapter 4General Meeting of Shareholders
Article 23. to Article 24. (Omitted)(Convener and Chairmanship of General Meeting of
Shareholders)
Article 25.
The Director and President shall convene general meetings ofshareholders and chair the meetings.
In cases where the Director and President is prevented from so
acting, another Director who is designated in accordance withan order of priority determined in advance by the Board of
Directors shall convene a general meeting of shareholders andchair the meeting.

Proposed Amendments
Chapter 3
Preferred Shares(Preferred Dividends)
Article 13.
(i) When paying dividends of surplus in accordance with
Article 46, the Company shall pay dividends of surplus
through a monetary amount as defined below (hereinafter,such money to pay through dividends, “Preferred
Dividends”) to shareholders who own preferred shares(hereinafter “Preference Shareholders”) entered orrecorded in the final shareholder register as of March 31
of every year (hereinafter “Record Date of Preferred Yearend Dividends”) or registered pledgees of share forpreferred shares (hereinafter “Registered Pledges ofPreferred Shares”) before shareholders who own commonshares of the Company (hereinafter “Common
Shareholders” and “Common Shares” respectively)
entered or recorded in the final shareholder register on thesaid record date of preferred year-end dividends orregistered pledgees of shares for common shares(hereinafter “Registered Pledges of Common Shares”).
(Hereinafter, Unchanged) (Hereinafter, Unchanged)(ii) to (iii)(Unchanged)(Preferred Interim Dividends)
Article 14.
(i) When paying interim dividends of surplus in accordancewith Article 47, the Company shall pay dividends ofsurplus up to but no more than the amount of half of thepreferred dividend for each fiscal year per preferred share(hereinafter, such money to pay through dividends,“Preferred Interim Dividends”) to Preference Shareholders
entered or recorded in the final shareholder register as of
September 30th of every year (hereinafter “Record Date ofPreferred Interim Dividends”) or Registered Pledges ofPreferred Shares before Ordinary Shareholders entered orrecorded in the final shareholder ledger on the record dateof said interim preferred dividends or Registered Pledgesof Common Shares.
Article 15. to Article 21. (Unchanged)(Prescription)
Article 22.
The payment of Preferred Dividends and Preferred Interim
Dividends shall adhere to the provisions in Article 48.
Chapter 4General Meeting of Shareholders
Article 23. to Article 24. (Unchanged)(Convener and Chairmanship of General Meeting of
Shareholders)
Article 25.
The Representative Director designated in advance by the
Board of Directors shall convene a general meeting ofshareholders and chair the meeting, unless otherwise provided
for by laws or regulations.
In cases where said Representative Director is prevented fromso acting, another Director who is designated in accordancewith an order of priority determined in advance by the Board of
Directors shall convene a general meeting of shareholders andchair the meeting.

-5-Current Articles of Incorporation
Article 26. to Article 28. (Omitted)
Chapter 5General meeting of class shareholders
Article 29. to Article 30. (Omitted)
Chapter 6
Directors and Board of Directors(Number of Directors)
Article 31.
The Company shall have not more than 12 Directors.

(Newly established)(Method of Election)
Article 32.
(i) Directors shall be elected at a general meeting ofshareholders.

(ii) to (iii)(Omitted)(Term of Office)
Article 33.
The term of office of Directors shall expire at the conclusion of
the annual general meeting of shareholders for the last businessyear out of the business years terminating within one year after
their election.
(Newly established)(Newly established)(Newly established)(Representative Directors and Directors With Special Titles)
Article 34.
(i) The Board of Directors shall appoint representative
Director(s) by its resolution.

(ii) The Board of Directors may appoint, by its resolution, one
Director and Chairman, one Director and President, one ora small number of Director and Vice Presidents, one or asmall number of Senior Managing Directors, and one or asmall number of Managing Directors.

Proposed Amendments
Article 26. to Article 28. (Unchanged)
Chapter 5General meeting of class shareholders
Article 29. to Article 30. (Unchanged)
Chapter 6
Directors and Board of Directors(Number of Directors)
Article 31.
(i) The Company shall have not more than 12 Directors(excluding Directors who are Audit and Supervisory
Committee Members).
(ii) The Company shall have not more than 5 Directors who
are Audit and Supervisory Committee Members.
(Method of Election)
Article 32.
(i) Directors distinguished as Directors who are Audit andSupervisory Committee Members and Directors who are
not said Committee Members shall be elected at a general
meeting of shareholders.
(ii) to (iii)(Unchanged)(Term of Office)
Article 33.
(i) The term of office of Directors (excluding Directors who
are Audit and Supervisory Committee Members) shall
expire at the conclusion of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within one year after their election.
(ii) The term of office of Directors who are Audit andSupervisory Committee Members shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two years after their election.
(iii) The term of office of Directors who are Audit andSupervisory Committee Members elected as the substitutefor a Director who is an Audit and Supervisory Committee
Member retired from office before the expiration of theterm of office shall continue until the time the term ofoffice of the Director who is an Audit and Supervisory
Committee Member retired from office is to expire.
(iv) The effective date for the election of substitute Directors
who are Audit and Supervisory Committee Members shallbe after the General Meeting of Shareholders in which
said substitute Director who is an Audit and Supervisory
Committee Member was elected until the start of theAnnual General Meeting of Shareholders two years later.
(Representative Directors and Directors With Special Titles)
Article 34.
(i) The Board of Directors shall appoint representative
Director(s) from among the Directors (excluding Directors
who are Audit and Supervisory Committee Members) by
its resolution.
(ii) The Board of Directors may appoint, by its resolution, one
Director and Chairman, one Director and President, one ora small number of Director and Vice Presidents, one or asmall number of Senior Managing Directors, and one or asmall number of Managing Directors, from among the
Directors (excluding Directors who are Audit andSupervisory Committee Members).

-6-Current Articles of Incorporation
Article 35. (Omitted)(Notice of Meeting of the Board of Directors)
Article 36.
(i) When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director and each Audit& Supervisory Board Member at least three days before
the day of the meeting; provided, however, that this period
may be reduced in case of urgent needs.
(ii) With the consent of all Directors and Audit & Supervisory
Board Members, a meeting of the Board of Directors may
be held without following the convening procedures.
(Method of Resolutions of the Board of Directors)
Article 37.
(i) A resolution of the Board of Directors shall be made by amajority vote by a majority of the Directors in attendance
who are entitled to participate in a resolution.
(ii) (Omitted)(Newly established)

Article 38. (Omitted)(Remuneration, Etc.)
Article 39.
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties(hereinafter referred to as the “Remuneration, Etc.”) to
Directors shall be determined by resolution of a general
meeting of shareholders.
Article 40. (Omitted)
Chapter 7
Audit & Supervisory Board Members and Audit & Supervisory
Board(Number of Audit & Supervisory Board Members)
Article 41.
The Company shall have not more than 5 Audit & Supervisory
Board Members.
(Method of Election)
Article 42.
(i) Audit & Supervisory Board Members shall be elected at a
general meeting of shareholders.
(ii) Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votes ofthe shareholders present at the meeting where theshareholders holding at least one-third of the voting rightsof the shareholders entitled to exercise their votes at suchmeetings are present.

Proposed Amendments
Article 35. (Unchanged)(Notice of Meeting of the Board of Directors)
Article 36.
(i) When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director at least threedays before the day of the meeting; provided, however,that this period may be reduced in case of urgent needs.
(ii) With the consent of all Directors, a meeting of the Boardof Directors may be held without following the convening
procedures.
(Method of Resolutions of the Board of Directors)
Article 37.
(i) A resolution of the Board of Directors shall be made by amajority vote by a majority of the Directors in attendance
who are entitled to participate in a voting.
(ii) (Unchanged)(Delegation of Decisions on Important Business Execution to
Directors)
Article 38.
Pursuant to the provisions of Article 399-13, paragraph 6 of theCompanies Act, the Company may delegate decisions onimportant business execution (except matters provided forunder paragraph 5 of the same act) in part or in whole to
Directors by resolutions of the Board of Directors.
Article 39. (Unchanged)(Remuneration, Etc.)
Article 40.
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties to
Directors distinguished as Directors who are Audit andSupervisory Committee Members and Directors who are notsaid Committee Members shall be determined by resolution ofa general meeting of shareholders.
Article 41. (Unchanged)
Chapter 7
Audit and Supervisory Committee-7-(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation
Proposed Amendments(Term of Office)
Article 43.
(Deleted)(i) The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years
after the election of the Audit & Supervisory Board
Member.
(ii) The term of office of an Audit & Supervisory Board(Deleted)
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office before
the expiration of the term of office shall continue until thetime the term of office of the Audit & Supervisory Board
Member who retired from office is to expire.
(Full-Time Audit & Supervisory Board Members)
Article 44.
(Deleted)
The Audit & Supervisory Board shall appoint full-time Audit &Supervisory Board Member(s) by its resolution.
(Notice of Meeting of the Audit & Supervisory Board)(Notice of Meeting of the Audit and Supervisory Committee)
Article 42.
Article 45.
(i) When convening a meeting of the Audit and Supervisory(i) When convening a meeting of the Audit & Supervisory
Committee, a notice shall be dispatched to each Audit andBoard, a notice shall be dispatched to each Audit &Supervisory Committee Member at least three days before
Supervisory Board Member at least three days before thethe day of the meeting; provided, however, that this period
day of the meeting; provided, however, that this period
may be reduced in case of urgent needs.
may be reduced in case of urgent needs.
(ii) With the consent of all Audit and Supervisory Committee(ii) With the consent of all Audit & Supervisory Board
Members, a meeting of the Audit & Supervisory Board
Members, a meeting of the Audit and Supervisory
may be held without following the convening procedures.
Committee may be held without following the convening
procedures.
(Method of Resolutions of the Audit & Supervisory Board)(Method of Resolutions of the Audit and Supervisory
Committee)
Article 46.
Article 43.
(i) Unless otherwise provided for by laws and regulations,
Unless otherwise provided for by laws and regulations,resolutions of the Audit and Supervisory Committee shallresolutions of the Audit & Supervisory Board shall be made bya majority vote of Audit & Supervisory Board Members.
be made by a majority vote by a majority of the Audit andSupervisory Committee Members in attendance who areentitled to participate in a voting.
(Regulations of the Audit & Supervisory Board)(Regulations of the Audit and Supervisory Committee)
Article 44.
Article 47.
Matters concerning the Audit and Supervisory Committee shallMatters concerning the Audit & Supervisory Board shall begoverned by the Regulations of the Audit & Supervisory Board
be governed by the Regulations of the Audit and Supervisory
established by the Audit & Supervisory Board, in addition to
Committee established by the Audit and Supervisory
applicable laws and regulations and these Articles ofCommittee, in addition to applicable laws and regulations andIncorporation.
these Articles of Incorporation.

-8-

Current Articles of Incorporation(Remuneration, Etc.)
Article 48.
The Remuneration, Etc. to Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
(Exemption and Limitation of Audit & Supervisory Committee
Members From Liability)
Article 49.
(i) Pursuant to the provisions of Article 426, paragraph 1 of
the Companies Act, if applicable to the requirements
provided by laws and regulations, the Company may, byresolution of the Board of Directors, exempt the liability
for damages of Audit and Supervisory Committee
Members (including past Audit and Supervisory
Committee Members) under Article 423, paragraph 1 ofthe same act to an amount obtained by subtracting theminimum liability amount provided for by laws andregulations from the amount of liability for damages.
(ii) Pursuant to the provisions in Article 427, paragraph 1 of
the Companies Act, if applicable to the requirements
provided for by laws and regulations, the Company may
enter into an agreement with Audit and Supervisory
Committee Members to limit their liability for damages
under Article 423, paragraph 1 of the same act. However,
the amount to limit liability based on said agreement shallbe the amount provided for under laws and regulations.
Chapter 8
Accounts
Article 50. to Article 53. (Omitted)(Newly established)

Proposed Amendments(Deleted)(Deleted)(Deleted)

Chapter 8
Accounts
Article 45. to Article 48. (Unchanged)
Supplementary Provisions(Transitional Measures for Exempting Audit and Supervisory
Committee Members from Liability)
Pursuant to the provisions of Article 426, paragraph 1 of theCompanies Act, if applicable to the requirements provided bylaws and regulations, the Company may, by resolution of theBoard of Directors, exempt the liability for damages of Audit
and Supervisory Committee Members (including past Audit
and Supervisory Committee Members) before transitioning to acompany with an audit and supervisory committee under
Article 423, paragraph 1 of the same act to an amount obtainedby subtracting the minimum liability amount provided for bylaws and regulations from the amount of liability for damages.

-9-Proposal No. 3

Election of 10 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. Pursuant to the provisions
in Article 332, paragraph 7, item 1 of the Companies Act, the term of office for all 12 Directors will expire at theconclusion of this General Meeting of the Shareholders. Therefore, the Company proposes the election of ten
Directors (excluding directors who are Audit and Supervisory Committee Members; applies hereinafter for this
proposal).
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles of Incorporation” andthe amendments to the Articles of Incorporation for approval under the same proposal take effect.
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

Koji Kawagoe

Director5

Reelection

Tatsuhiko Tanaka

Director

6

Reelection

Mikio Takahashi

Director

7

New election

Junichi Ota

8

Reelection

Tsuyoshi Ogata

9

Reelection

Masayuki Oyama

10

New election

Minoru Handa–
Director
Candidate for outside Director
Independent Officer
Candidate for outside Director
Independent Officer- 10 -

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
42,400 common
Takashi Suzuki
Department and Risk Supervision Department
shares(January 20, 1954)
June 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.

- 11 -

Candidate
No.

Name
(Date of birth)

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

2

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,Ltd.
Manabu Awano
33,400 common
June 2007
Senior Managing Director of Kirayaka(February 7, 1956)
sharesHoldings, Ltd.
Feb. 2008
Representative Senior Managing Director of
Kirayaka Bank, Ltd.
Apr. 2008
Representative Director and President (current
position)
June 2008
Representative Director and President of
Kirayaka Holdings, Ltd.
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.

- 12 -

Candidate
No.

Name
(Date of birth)

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

3

Number of theCompany’s shares
ownedJoined 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
Apr. 2009
General Manager of Operation Audit
Department
24,300 common
Yoshiaki Saito
June 2010
Director and General Manager of Risk
shares(January 8, 1959)
Supervision Department
June 2011
Director and General Manager of Sales
Department, Head Office
June 2013
Managing Director
Director of the Company (current position)
June 2018
Representative Senior Managing Director of
The Sendai Bank, Ltd. (current position)[Significant concurrent position outside the Company]
Representative Senior 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.

- 13 -

Candidate
No.

Name
(Date of birth)

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

4

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
Department
Apr. 2014
Executive Officer and General Manager ofSagae Branch
June 2016
Executive Officer and General Manager of
44,825 common
Koji Kawagoe
Accounting Department
shares(November 23, 1963)
General Manager of Corporate Strategy
Department of the Company
June 2017Managing Executive Officer and General
Manager of Accounting Department of
Kirayaka Bank, Ltd., and General Manager ofCorporate Strategy Department of the Company
Apr. 2018
Managing Executive Officer and General
Manager of Corporate Strategy Department of
the Company
June 2018
Director (current position)
Director, General Manager of General Planning
Department and General Manager of Corporate
Strategy Department of the Company (current
position)[Significant concurrent position outside the Company]
Director 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]
Since taking office as Director of the Company in June 2018, Koji Kawagoe has lead the corporate strategy area, which
formulates Group strategies, as well as presided over and exhibited leadership in the 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.

- 14 -

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

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,
33,300 common
Tatsuhiko Tanaka
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.

- 15 -

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
24,600 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.

- 16 -

Candidate
No.

Name
(Date of birth)

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

7

Number of theCompany’s shares
ownedJoined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Apr. 2006
General Manager of the Compliance Office,Risk Supervision Department
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
Department
New candidate
June 2014
Director and General Manager of Financial
19,900 common
Market Department
sharesJunichi Ota
June 2015
Director(October 19, 1959)
Director and General Manager of General
Planning Department of the Company
June 2016Retired from Director
Director, General Manager of Corporate
Planning Department and General Manager of
Accounting Department of The Sendai Bank,
Ltd. (current position)[Significant concurrent position outside the Company]
Director, General Manager of Corporate Planning Department
and General Manager of Accounting Department of The Sendai
Bank, Ltd. (current position)[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]
Junichi Ota has demonstrated his ability in management as General Manager of planning at the Company and The
Sendai Bank, which is a subsidiary of the Company since June 2015 with a career of important posts, including Natori
Branch Manager of the Sendai Bank and General Manager of the Financial Market Department. The Company has
nominated him as a candidate for Director because it judges he will be able to sufficiently contribute to the businessdevelopment of the Company.

- 17 -

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

8

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
Oct. 2013
General Manager of Corporate Planning
Department and General Manager of
Accounting Department
Tsuyoshi Ogata
12,000 common(January 30, 1966)
sharesJune 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
June 2018
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 Tsuyoshi Ogata and the Company.
[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
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.

- 18 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1966
June 2001

9

Number of theCompany’s shares
ownedJoined Tohoku Electric Power Co., Inc.
Director and General Manager of Corporate
Planning Department
June 2003
Managing Director and General Manager ofCorporate Planning Department
June 2005
Representative Director & Vice President
Sept. 2006
Representative Director & Vice President andGeneral Manager of Power Distribution
Candidate for outside Director
DivisionIndependent Officer
100 common
June 2009
Resigned as Representative Director & Vice
shares
Masayuki Oyama
President and General Manager of Power(August 26, 1943)
Distribution Division
Director and President of Yurtec Corporation
June 2014
Representative Director & Chairman
June 2015
Advisor of Yurtec Corporation (current
position)
Dec. 2018
Director of the Company (current position)[Significant concurrent position outside the Company]
None.
[Special matters regarding the candidate for outside Director]
There is no special interest between Masayuki Oyama and the Company.
He is a candidate for outside Director.
The reason for the nomination of Masayuki Oyama 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.
At the conclusion of this meeting, his tenure as outside Director of the Company will have been seven months.
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 the minimum liability amount provided for underlaws and regulations.

- 19 -

Candidate
No.

Name
(Date of birth)

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

10

Number of theCompany’s shares
ownedRegistered as an attorney at law (Yamagata Bar
Association)
Established Minoru Handa Law Offices
Managing Partner of Minoru Handa Law
Offices (current position)
New candidate
Jan.
2017
Chairmanof Pollution Investigation Committee
Candidate for outside Director
ofYamagata
Prefecture (current position)
Independent Officer– common sharesFeb. 2017
Chairman of Yamagata Federation of Lawyers
Cooperatives (current position)
Minoru Handa(September 3, 1957)
July 2018
Chairman of the Expropriation Committee of
Yamagata Prefecture (current position)[Significant concurrent position outside the Company]
Managing Partner of Minoru Handa Law Offices (current
position)[Special matters regarding the candidate for outside Director]
There is no special interest between Minoru Handa and the Company.
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.
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.

- 20 -

Proposal No. 4

Election of 4 Directors Who Are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. Therefore, the Company
proposes the election of 4 Directors who are Audit and Supervisory Committee Members (Audit and Supervisory
Committee Members; applicable to the rest of this proposal).
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles of Incorporation” andthe amendments to the Articles of Incorporation for approval under the same proposal take effect.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

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

1

Number of theCompany’s shares
ownedJoined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Apr. 2004
General Manager of Tsurugaoka BranchAug. 2004
General Manager of Shoryo Branch andTsurugaoka BranchOct. 2005
Chief Examiner of Loan Department
Aug. 2006
Deputy General Manager of General Affairs
Department and Manager of General Affairs
New candidate
Section6,650 common
Aug. 2010
General Manager of Kokubuncho BranchsharesTakumi Nagasaka
Sept. 2013
Deputy General Manager of Loan Department(November 7, 1958)
June 2015
General Manager of General Affairs
Department
June 2016
General Manager of Audit Department
June 2018
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 Director]
There is no special interest between Takumi Nagasaka and the Company.
[Reasons for nomination as candidate for Director]
The Company has nominated Takumi Nagasaka as a candidate for Director who is an Audit & Supervisory Board
Member because it judges he can proper advice and guidance as well as auditing of overall management of theCompany from a fair and neutral standpoint based on his practical experience, with a career of important posts
including General Manager of Kokubuncho Branch of The Sendai Bank, which is a subsidiary of the Company, as wellas General Manager of General Affairs and Audit Departments.

- 21 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Nov. 1976

2

Number of theCompany’s shares
ownedJoined Tetsuzo Ota & Co. (current Ernst &Young ShinNihon LLC) and as a Registered
Junior Accountant
Mar. 1981
Registered as Certified Public Accountant
Sept. 1983
Joined Ito CPA OfficeNov. 1983
Registered as Certified Tax Accountant
July 1988
Employee of Asahi Shinwa & Co. (current
KPMG AZSA LLC)
June 1999
Representative Employee and General Managerof the Yamagata Office, Asahi & Co. (current
KPMG AZSA LLC)
Apr. 2002
Comprehensive External Auditor of Yamagata
Prefecture
July 2002
Deputy Chairman of The Japanese Institute of
New candidate
Certified Public Accountants Tohoku Chapter
Candidate for outside Director
Chairman of The Japanese Institute of Certified
11,000 common
Independent Officer
Public Accountants Tohoku Chapter, Yamagata
sharesDivision
Yoshiaki Ito
July 2007
Managing Partner of Ito CPA Office (current(July 21, 1950)
position)
Sept. 2007
Member of the Designated Administrator
Review Board of Yamagata Prefecture (current
position)
Apr. 2008
Member of the Yamagata District Minimum
Wage Review Board (current position)
Apr. 2009
Auditor of the Yamagata Prefectural University
of Health Sciences (current position)
June 2010
Auditor of Kirayaka Bank, Ltd.
Oct. 2012
Audit & Supervisory Board Member of theCompany (current position)
June 2016Retired from Auditor of Kirayaka Bank, Ltd.
[Significant concurrent position outside the Company]
Managing Partner of Ito CPA Office (current position)[Special matters regarding the candidate for outside Director]
There is no special interest between Yoshiaki Ito and the Company.
He is a candidate for outside Director.
The Company has nominated Yoshiaki Ito as a candidate for outside Director who is an Audit and Supervisory
Committee Member because it judges that he will be able to appropriately execute his duties as a Director who is an
Audit and Supervisory Committee Member and will audit overall management of the Company from a fair and neutral
standpoint based on the experience and knowledge he has cultivated throughout his career of certified public
accountant, and the Company will be able to reflect this knowledge and experience in auditing functions of theCompany.
At the conclusion of this meeting, his tenure as outside Audit & Supervisory Board Member of the Company will havebeen six years and nine months.
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 designated as an independent
officer as provided for by the aforementioned exchange. If his election 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 election 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.

- 22 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1972
Apr. 2001
Apr. 2004

3

Number of theCompany’s shares
ownedJoined the Yamagata Prefectural Government
General Manager of Tokyo Office
General Manager of the Agriculture, Forestry
and Fisheries Department
Apr. 2006
Manager of the Shonai General Branch Office
July 2008
General Manager of the Health and Welfare
Department
Mar. 2009
Resigned from the Yamagata Prefectural
Government
Deputy Governor-General of Yamagata
New candidate
Prefecture
Candidate for outside Director
Vice Chairman of Association of Sports
Independent Officer– common shares
Promotion 21st Century in Yamagata
Takashi Takahashi
Apr. 2012
Administrative Director(February 3, 1950)
Mar. 2013
Resigned as Deputy Governor-General of
Yamagata Prefecture
Aug. 2013
Representative Director and President ofMontedio Yamagata Co., Ltd.
Nov. 2015
Resigned as Representative Director andPresident
June 2016
Audit & Supervisory Board Member of theCompany (current position)[Significant concurrent position outside the Company]
None.
[Special matters regarding the candidate for outside Director]
There is no special interest between Takashi Takahashi and the Company.
He is a candidate for outside Director.
The Company has nominated Takashi Takahashi as a candidate for outside Director who is Audit and Supervisory
Committee Member because it judges that he will be able to appropriately execute his duties as a Director who is an
Audit and Supervisory Committee Member and will audit overall management 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 the General Manager of the Agriculture, Forestry and Fisheries Department and the Health and Welfare
Department as well as Deputy Governor-General in Yamagata prefecture.
At the conclusion of this meeting, his tenure as outside Audit & Supervisory Board Member of the Company will havebeen 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 election 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 election 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.

- 23 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1975
Apr. 1997

4

Number of theCompany’s shares
ownedJoined Miyagi Prefectural Government
Manager of the Tourism Section, Department ofCommerce, Industry and Labor
Apr. 1999
Manager of the Tourism Section, the Industry
and Economy Department
Apr. 2001
Manager of the Finance Section, General
Affairs Department
Apr. 2003
Deputy General Manager of the General Affairs
Department
Apr. 2004
Deputy General Manager of Industry andNew candidate
Economy Department
Candidate for outside Director
Apr. 2006
General Manager of Tokyo Office
Independent Officer– common shares
Apr. 2008
General Manager of Environmental Department
Junichi Konno
Apr. 2010
General Manager of General Affairs(March 24, 1952)
Department
Mar. 2012
Resigned from the Miyagi Prefectural
Government
Apr. 2012
Chairman of Miyagi Prefectural Credit
Guarantee Association
Apr. 2015
Chief Director of the Miyagi Prefectural
Housing Supply Corporation
Mar. 2019
Resigned as Chief Director[Significant concurrent position outside the Company]
None.
[Special matters regarding the candidate for outside Director]
There is no special interest between Junichi Konno and the Company.
He is a candidate for outside Director.
The Company has nominated Junichi Konno as a candidate for outside Director who is Audit and Supervisory
Committee Member because it judges that he will be able to appropriately execute his duties as a Director who is an
Audit and Supervisory Committee Member and will audit overall management 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 the Environmental Department and General Affairs Department in Miyagi prefecture.
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.

- 24 -

Proposal No. 5

Determination of Amounts of Remuneration, etc. for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

Up to ¥180 million (up to ¥20 million for outside Directors) annually was set for the amount of remuneration andother compensation for Directors of the Company by a resolution at the 3rd Annual General Meeting of
Shareholders held on June 24, 2015. However, the Company will transition to a company with an audit andsupervisory committee with the condition of the approval and adoption of Proposal No. 2 “Partial Amendments to
the Articles of Incorporation.” Pursuant to the provisions under Article 361, paragraph 1 and paragraph 2 of theCompanies Act, the framework for the above remuneration for current Directors will be abolished. Therefore, theCompany proposes the amount of remuneration of Directors (excluding Directors who are Audit and Supervisory
Committee Members) be set to up to ¥180 million annually (¥20 million for outside Directors), same as current
amount. The Company also proposes the specific amount, term and method for payment to each Director(excluding Directors who are Audit and Supervisory Board Members) be delegated to the Board of Directors.
Furthermore, the Company proposes the amount of remuneration for Directors (excluding Directors who are Audit
and Supervisory Committee Members) not include the employee salary of employee Directors.
The Company currently has 12 Directors. However, if Proposal No. 2 and Proposal No. 3 are approved and adopted
in their original form, the number of Directors (excluding Directors who are Audit and Supervisory Committee
Members) shall change to ten Directors (two of whom are outside Directors).
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles of Incorporation” isapproved and adopted in its original form and the amendments to the Articles of Incorporation by the resolution ofsaid proposal take effect.

- 25 -

Proposal No. 6

Determination of Amounts of Remuneration, etc. for Directors Who Are Audit andSupervisory Committee Members

With the condition of the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles ofIncorporation,” the Company will make the transition to a company with audit and supervisory committee.
Pursuant to the provisions under Article 361, paragraph 1 and paragraph 2 of the Companies Act, the Company
proposes the amount of remuneration of Directors who are Audit and Supervisory Committee Members be set to up
to ¥60 million annually, same as current amount.
The Company also proposes the specific amount, term and method for payment to each Director who is an Audit
and Supervisory Committee Member be determined through deliberation with Directors who are Audit andSupervisory Committee Members.
If Proposal No. 2 and Proposal No. 4 are approved and adopted in their original form, the number of Directors who
are Audit and Supervisory Committee Members will be four.
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles of Incorporation” isapproved and adopted in its original form and the amendments to the Articles of Incorporation by the resolution ofsaid proposal take effect.

- 26 -

Proposal No. 7

Determination of Amounts of Performance-based Stock Remuneration, etc. for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)

1. Reasons for the proposal
Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,”
the Company will make the transition to a company with audit and supervisory committee. This proposal
abolishes the remuneration framework for Directors of the Company (excluding outside Directors) related tothe performance-based stock remuneration plan (the “Plan”) for Directors (excluding outside Directors) of theCompany and its subsidiaries (Note 1). Therefore, the Company asks for the approval to once again determine
the remuneration framework related to the Plan for Directors (excluding Directors who are Audit andSupervisory Committee Members and outside Directors; same applies hereinafter unless otherwise indicated).
Specifically, the Company proposes the remuneration framework related to the Plan for Directors of theCompany be within the limit for remuneration of Directors (excluding Directors who are Audit andSupervisory Board Members) requested for approval in Proposal No. 5. The details of this Proposal are thesubstantially same as the remuneration framework related to the Plan approved and adopted at the 4th Annual
General Meeting of Shareholders held on June 21, 2016, and the Company judges them appropriate.
The Company currently has ten Directors (excluding outside Directors) who are eligible for the Plan. However,if Proposal No. 2 and Proposal No. 3 are approved and adopted in their original form, the number of Directors
eligible for the Plan will be eight.
This proposal can only take effect if Proposal No. 2 “Partial Amendments to the Articles of Incorporation” isapproved and adopted in its original form and the amendments to the Articles of Incorporation take effect, as
well as if Proposal No. 5 “Determination of Amounts of Remuneration, etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)” is approved and adopted in its original form.
(Note 1)

Kirayaka Bank, Ltd. and The Sendai Bank, Ltd. are subsidiaries of the Company.

2. Details of the Plan and Amount of Remuneration, etc.
The Plan is a system to pay Directors of the Company and its subsidiaries eligible for the Plan by acquiring theCompany’s shares through a trust that uses money contributed by the Company as capital. The main details of
the Plan are as follows: The Company also asks the details of the Plan outlined below be delegated to theBoard of Directors.
(1) Persons eligible for the Plan(i) Directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members and outside Directors)(ii) Directors of the Company’s subsidiaries (excluding outside Directors)(2) Applicable term for the Plan
The applicable term of the Plan shall continue for three fiscal years. The initial applicable term shall run
from the fiscal year ending March 31, 2020 to the fiscal year ending March 31, 2022. Following theinitial applicable term, the applicable terms shall continue to renew every three fiscal years.
(3)

Amount for the Company to contribute to the trust (remuneration framework)
The Company shall contribute additional funds up to ¥110 million (¥40 million of which is the portionfor Directors of the Company) each applicable period to the trust as a general rule. (Note 2) (Note 3)(Note 2)

(Note 3)

When the Company’s shares and money remain in the trust from the previous applicable term, the total
amount of remained assets (the Company’s shares calculated at the current market value for the end of theprevious applicable term) and the money from contributions of additional funds shall not exceed ¥110 million(¥40 million of which is the portion for Directors of the Company)
In accordance with the Plan currently in operation, the Company contributed ¥46 million (¥17 million ofwhich is the portion for Directors of the Company [excluding outside Directors]) to the trust for the threefiscal years from the fiscal year ended March 31, 2017 to the fiscal year ended March 31, 2019. Following thetransition to a company with an audit and supervisory committee, the applicable trust shall continue as a trust
for beneficiaries of persons eligible for the Plan who satisfy the requirements as beneficiaries.

- 27 -

(4)Acquisition method of the Company’s shares and number of shares to be acquired (reference)
Acquisition Method
Acquisition via methods, etc. through a stock exchange
Number of shares to be
Presuming acquisition at the final price on March 31, 2019 of ¥116, theacquired (reference)
number of shares to be acquired by using capital with upper limit amountof ¥110 million (¥40 million of which is the portion for Directors of theCompany) outlined in (3) above would be a maximum of 948,200 shares(344,800 shares of which is the portion for Directors of the Company).

(5)

Calculation Method for the Number of the Company’s Shares, etc. to be Provided to Persons Eligible
under the Plan(i) Persons eligible for the Plan are assigned a number of points determined according to their title,
the degree of achievements in performance and other factors for each fiscal year. (1 point = 1
common share of the Company)(Note 4)(ii) The number of points is adjusted by multiplying a coefficient based on the reason for resignation(never exceeds 1) to the total number of points assigned by the time of resignation. to determine
the number of points.
(Note 4)

(6)

In the event of a stock split, allotment of shares without contribution or a stock merger of the Company’s
shares, the number of points already assigned or the conversion rate shall be rationally adjusted.

Provision of the Company’s Shares, etc.
Persons eligible for the Plan shall be issued a number of the Company’s shares from the trust equivalent
to the total points outlined in (5) above upon resignation. (Note 5)(Note 5)

However, if certain requirements are fulfilled, an amount of money equivalent to the market value of theCompany shares will be provided for a portion of the total points.

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<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 notbeen working 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
involved in business execution of the Group in the ten years previous to their position as a nonexecutive 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 undersuch 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 acertain amount (an average of ¥10 million annually over the last three years) from the Company or
its core subsidiaries.
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 theGroup and 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 theCompany 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.

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