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)
May 30, 2024
(Electronic Provision Measures Commencement Date: May 29, 2024)
To our shareholders:
Takashi Suzuki, Representative Director and President
Jimoto Holdings, Inc.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi

Notice of the 12th Annual General Meeting of Shareholders
and the General Meeting of Class Shareholders
You are cordially invited to attend the 12th Annual General Meeting of Shareholders (the “General Meeting”) and
the General Meeting of Class Shareholders of common shareholders (the “Class Meeting”) of Jimoto Holdings, Inc.
(the “Company”), which will be held as indicated below.
Proposal No. 1 “Partial Amendments to the Articles of Incorporation” of this General Meeting will also be submitted
to the Class Meeting concurrently held to obtain the resolutions under Article 322, paragraph 1, item 1 of theCompanies Act.
In convening this General Meeting, the Company has taken measures for electronic provision, and matters subject toelectronic provision measures (Electronic Provision Measures Matters) are posted on the following website in theform of “Notice of the 12th Annual General Meeting of Shareholders and the General Meeting of Class Shareholders.”
The Company’s website: https://www.jimoto-hd.co.jp/ir/stock_info/shareholders_meeting/In addition to the above, Electronic Provision Measures Matters are posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website mentioned above, enter the Company’s name or securities code (7161) to search, and select“Basic information” and “Documents for public inspection/PR information” in this order to view the information.
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 Reference Documents for the General Meeting of Shareholders included in Electronic Provision
Measures Matters and exercise your voting rights by the end of the business day prior to the meeting (5:10 p.m. on
Wednesday, June 19, 2024 (JST)).
Information about the venue- The 12th Annual General Meeting of Shareholders and the General Meeting of Class 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 feedto the 3F Grand Conference Hall in the Head Office of Kirayaka Bank, Ltd. 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-

1. Date and Time: Thursday, June 20, 2024, 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(General Meeting)
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 12th fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 12th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of 13 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of 1 Director Who Is an Audit and Supervisory Committee Member(Class Meeting)
Matters to be resolved:
Partial Amendments to the Articles of Incorporation
4. Other Information(Notice) Voting rights associated with preferred shares
It is the Company’s policy not to pay year-end dividends for each class of preferred shares issued by the Company,
including Class B, C, D, and E Preferred Shares (hereinafter referred to as the “Preferred Shares”). Therefore,
the government of Japan (The Resolution and Collection Corporation), which is the shareholder of the Preferred
Shares, will be able to exercise its voting rights on all issues at general meetings of shareholders, from thisAnnual General Meeting of Shareholders until a resolution of the General Meeting of Shareholders is adopted
under which it receives full payment of the preferred dividends, based on the Company’s Articles ofIncorporation and the guidelines for the issuance of the Preferred Shares.
As a result, the distribution of voting rights at this Annual General Meeting of Shareholders will be as follows.
Total number of issued shares
Number of voting rights(shares)(unit)
Common shares
26,840,263
264,168
Class B Preferred Shares

13,000,000

130,000

Class C Preferred Shares

10,000,000

100,000

Class D Preferred Shares

5,000,000

50,000Class E Preferred Shares

18,000,000

180,000

72,840,263

724,168

Total

Any changes in the operations, etc. of the Meeting due to changes in the circumstances in the future will beannounced on the Company’s website.
- When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception. In addition, please bringthis notice with you in order to save resources.
-

Of documents to be attached to this notice, “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated Financial
Statements” are posted on the Company’s website in accordance with laws and regulations, and the provision in Article 26 of theCompany’s Articles of Incorporation (in Japanese). Therefore, they are not included in the accompanying documents to this notice.
Consequently, the accompanying documents to this notice are a portion of the Consolidated Financial Statements and NonConsolidated Financial Statements audited by the Financial Auditor and the Audit and Supervisory Committee in preparing the audit
reports.

-

If any changes are made to items in the Electronic Provision Measures Matters, such changes will be posted on each website where
the matters are posted.

-2-

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

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) The Company has issued preferred shares that are convertible to common shares under certain conditions,
including Class B, C, D, and E Preferred Shares (hereinafter referred to as the “Preferred Shares”). Provisions are
therefore necessary in the Articles of Incorporation to prevent the total number of shares, including the number ofcommon shares issued by the Company and the assumed number of common shares in the event that the Preferred
Shares are converted to common shares (hereinafter referred to as the “number of potential shares”), exceeding
the total number of authorized shares.
In June 2022, the Company set the total number of authorized shares under the Articles of Incorporation to198,000,000 shares, equivalent to approximately four times the total number of issued shares at the time, basedon the provisions of Article 113, Paragraph 3 of the Companies Act. However, in September 2023, the Company
issued 18,000,000 Class E Preferred Shares through an increase in capital by third-party allotment to thegovernment of Japan (The Resolution and Collection Corporation), based on the Act on Special Measures forStrengthening Financial Functions. Moreover, in December 2023, the Company issued 5,300,000 common sharesthrough an increase in capital by third-party allotment to SBI Chigin Holdings, Inc.
As a result, taking into account the number of potential shares, there is a possibility that the number of commonshares may exceed the current total number of authorized shares. The Company therefore proposes to partiallyamend the Articles of Incorporation to increase the total number of authorized shares.
The current total number of issued shares of the Company is 72,840,263 shares, and the total number of authorizedshares under this proposal, 210,000,000 shares, is within the limit (291,361,052 shares under the four-times rule)established by Article 113, Paragraph 3 of the Companies Act.
(2) The partial amendments to the Articles of Incorporation relating to this matter shall take effect upon approval atthis Annual General Meeting of Shareholders and each General Meeting of Class Shareholders of commonshareholders, Class B preferred shareholders, Class C preferred shareholders, and Class D preferred shareholders
to be held on June 20, 2024.
2. Details of the amendments
The amendments are as follows.
(Underlines indicate amendments)
Current Articles of Incorporation

Proposed amendments

Article 1. to Article 5. (Omitted)

Article 1. to Article 5. (Unchanged)

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

Chapter 2
Shares(Total Number of Authorized Shares)
Article 6.
The total number of authorized shares of the Company
shall be 210,000,000 shares, while the total number ofauthorized shares for each class shares of the Company
shall be as follows.
Common shares
210,000,000 sharesClass B Preferred Shares
13,000,000 sharesClass C Preferred Shares
20,000,000 sharesClass D Preferred Shares
20,000,000 sharesClass E Preferred Shares
20,000,000 shares

Article 7. to Article 48. (Omitted)

Article 7. to Article 48. (Unchanged)(Supplementary provisions)
Article 1. (Omitted)(Supplementary provisions)
Article 1. (Unchanged)-3-

<Reference>
Basis for the calculation of the number of authorized shares for the proposed amendments(1) The Company’s total number of authorized shares is 198,000,000 shares.
(2) By class, the total number of issued common shares is 26,840,263 shares, including 5,300,000 shares issued
through an increase in capital by third-party allotment to SBI Chigin Holdings, Inc.
(3) The total number of potential shares of common shares corresponding to Class B, C, D, and E Preferred
Shares is 182,754,999 shares, calculated based on the minimum acquisition price stipulated in theguidelines for the issuance of the Preferred Shares.
(4) The new total number of authorized common shares required is therefore 209,595,262 shares, which is thesum of (2) and (3) above. This number exceeds 198,000,000 shares, which is the current total number ofauthorized common shares.
(5) In view of the above, the Company proposes to amend the Articles of Incorporation, changing the total
number of authorized common shares to 210,000,000 shares and the total number of authorized shares to
210,000,000 shares, based on the new total number of authorized common shares required, 209,595,262
shares.

Common shares

Number of potential
shares of common
Total number of issued
shares calculated based
shareson the minimum
acquisition price
26,840,263－

New total number ofauthorized commonshares required
26,840,263

Class B Preferred Shares

13,000,000

68,965,517

68,965,517

Class C Preferred Shares

10,000,000

38,910,505

38,910,505

Class D Preferred Shares

5,000,000

7,209,805

7,209,805

Class E Preferred Shares*

18,000,000

67,669,172

67,669,172
209,595,262
Total
72,840,263
182,754,999↓
210,000,000* The Company issued the Class E Preferred Shares on September 29, 2023. However, as the acquisition
request period in exchange for common shares, based on the guidelines for the issuance of these shares,
only commences on October 1, 2024, the total number of issued common shares and potential shares does
not currently exceed the total number of authorized shares.

-4-

Proposal No. 2

Election of 13 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The term of office of all 11 Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter the same shall apply in this Proposal) will expire at the conclusion of this General Meeting. Accordingly,
the Company proposes the election of 13 Directors. Candidates for Director Koji Kawagoe, Takashi Suzuki, andKouichi Uchida plan to continue in their present offices for the time being and resign when a direction is establishedfor negotiation with the Japanese government, including revising the timing of repayment of public funds, to takemanagement responsibility for the substantial losses incurred and the non-payment of dividends over two consecutive
fiscal years. The Company will provide details, including successors, as soon as these matters are decided.
The review of this Proposal at the Audit and Supervisory Committee found no particular matter required to be statedat the General Meeting under the provisions of the Companies Act, as the candidates were found to be suitable as
Directors of the Company, who were appropriately nominated following the policy and procedure for nominating
Directors set out by the Nomination and Remuneration Council.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

Board of Directors
attendance

1

Koji Kawagoe

Reappointment

Representative Director andChairman

16 out of 16

2

Takashi Suzuki

Reappointment

Representative Director andPresident

15 out of 16

3

Tsuyoshi Ogata

Reappointment

Managing Director

16 out of 16

4

Kouichi Uchida

Reappointment

Managing Director

16 out of 16

5

Toshio Sakazume

Reappointment

Director

13 out of 13

6

Masabumi Fujishima

New appointment

–

–

7

Takayuki Haga

New appointment

–

–

8

Yuji Endo

Reappointment

Director

9

Ken Shibata

New appointment

–

–

10

Hideki Nishizuka

New appointment

–

–

11

Minoru Handa

12

Yasushi Hasegawa

13

Tsutomu Satake

Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Reappointment
Outside Director
Independent Officer-5-

12 out of 13

Director (Outside)

16 out of 16

Director (Outside)

16 out of 16

Director (Outside)

16 out of 16

Candidate
No.

Name
(Date of birth)

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

1

Joined Yamagata Sogo Bank, Ltd. (Yamagata
Shiawase Bank, Ltd.)May 2007Manager of Corporate Sales Promotion Section,
Corporate Sales Department, Sales Division of
Kirayaka Bank, Ltd.
Apr. 2008
General Manager of Tokyo Office, Corporate
Planning Department
Oct. 2009
Deputy General Manager of Corporate Planning
Department and General Manager of Tokyo
OfficeApr. 2010
General Manager of Corporate Planning
Department
Apr. 2014
General Manager of Sagae Branch
June 2014
Executive Officer and General Manager ofSagae Branch
Reappointment
Oct. 2016
Executive Officer and General Manager of
Accounting Department
Koji Kawagoe
General Manager of Corporate Strategy(November 23, 1963)
Department of the Company
June 2017Managing Executive Officer and General
Term of office:Manager of Accounting Department of Kirayaka
6 years
Bank, Ltd., and General Manager of Corporate
Strategy Department of the Company
Board of Directors attendance:
Apr. 2018
Managing Executive Officer and General
16 out of 16
Manager of Corporate Strategy Department of
the Company
June 2018
Director of Kirayaka Bank, Ltd.
Director, General Manager of General Planning
Department and General Manager of Corporate
Strategy Department of the Company
June 2019
Managing Director, General Manager of General
Planning Department and General Manager ofCorporate Strategy Department of the Company
June 2021
Representative Director and President of
Kirayaka Bank, Ltd. (current position)
Representative Director and Chairman of theCompany (current position)[Significant concurrent positions outside the Company]
Representative Director and President of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Koji Kawagoe and the Company.

Number of theCompany’s shares
held4,482 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Representative Director of the Company in June 2021, Koji Kawagoe has exhibited leadership in
the management of the Group and regional revitalization. He will continue in his present office for the time being, butplans to resign when a direction is established for negotiation with the Japanese government, including revising the timingof repayment of public funds, to take management responsibility for the losses incurred and the non-payment of dividends
over two consecutive fiscal years.

-6-Candidate
No.

Name
(Date of birth)

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

2

Joined Shinko Sogo Bank Co., Ltd. (current The
Sendai Bank, Ltd.)
Apr. 2000
Manager of Supervising Section andDevelopment Section, Promotion Department of
The Sendai Bank, Ltd.
Aug. 2002
Manager of Retail Business Section, Promotion
Department
Apr. 2003
Deputy General Manager of Promotion
Department and Manager of Retail Business
SectionJune 2003
Director and General Manager of Loan
Reappointment
Department
June 2005
Director and General Manager of Planning
Takashi Suzuki
Department(January 20, 1954)
Apr. 2006
Director, General Manager of Planning
Department and Risk Supervision Department
Term of office:June 2006
Director and General Manager of General
11 years and 9 months
Affairs Department
Managing Director and General Manager ofBoard of Directors attendance: June 2007
General Affairs Department
15 out of 16
June 2008
Managing Director
June 2009
Representative Managing Director
Oct. 2012
Director of the Company
June 2013
Representative Director and Chairman
Representative Director and President of The
Sendai Bank, Ltd. (current position)
June 2021
Representative Director and President of theCompany (current position)[Significant concurrent positions outside the Company]
Representative Director and President of The Sendai Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Takashi Suzuki and the Company.

Number of theCompany’s shares
held

9,710 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Representative Director of the Company in June 2013, Takashi Suzuki has exhibited leadership in
the management of the Group and regional revitalization. He will continue in his present office for the time being, butplans to resign when a direction is established for negotiation with the Japanese government, including revising the timingof repayment of public funds, to take management responsibility for the losses incurred and the non-payment of dividends
over two consecutive fiscal years.

-7-

Candidate
No.

Name
(Date of birth)

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

3

Joined The Sendai Bank, Ltd.
Manager of Planning Section, Planning
Department
Apr. 2010
Deputy General Manager of Planning
Department, Manager of Planning Section, andGeneral Manager of Corporate Management
OfficeOct. 2012
General Manager of Planning Department
Reappointment
Oct. 2013
General Manager of Corporate PlanningTsuyoshi Ogata
Department and General Manager of Accounting(January 30, 1966)
Department
June 2015
Director, General Manager of Corporate
Planning Department and General Manager ofTerm of office:Accounting Department
6 years
June 2016
Director and General Manager of Sales
Board of Directors attendance:
Department, Head Office
16 out of 16
June 2018
Director (current position)
Director and General Manager of General
Planning Department of the Company
June 2022
Managing Director, General Manager of General
Planning Department of the Company (current
position)[Significant concurrent positions outside the Company]
Director of The Sendai Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Tsuyoshi Ogata and the Company.

Number of theCompany’s shares
held

3,940 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2018, Tsuyoshi Ogata has mainly presided over the generalplanning area, which formulates Group strategies and performs corporate operations and planning. The Company has
nominated him as a candidate for Director because it judges that he will be able to continue to sufficiently contribute to
the business development of the Company.

-8-

Candidate
No.

Name
(Date of birth)

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

4

Joined Yamagata Shiawase Bank, Ltd.
Manager of Corporate Planning Section,
Corporate Planning Department of Kirayaka
Bank, Ltd.
Aug. 2010
General Manager of Internal Control System
Enhancement Office
Oct. 2012
Deputy General Manager of Corporate Planning
Department
Reappointment
Apr. 2014
General Manager of Corporate Planning
Kouichi Uchida
Department(September 27, 1966)
June 2015
Executive Officer and General Manager ofCorporate Planning Department
June 2018
Director and General Manager of Corporate
Term of office:Planning
Department
3 years
June 2020
Managing Director
Board of Directors attendance: June 2021
Director of the Company
16 out of 16
June 2023
Representative Director and Managing
Executive Officer of Kirayaka Bank, Ltd.
(current position)
Managing Director of the Company (current
position)[Significant concurrent positions outside the Company]
Representative Director and Managing Executive Officer of
Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Kouichi Uchida and the Company.

Number of theCompany’s shares
held

1,540 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2021, Kouichi Uchida has presided over the corporate planningarea of the Company’s subsidiaries in particular. He will continue in his present office for the time being, but plans toresign when a direction is established for negotiation with the Japanese government, including revising the timing of
repayment of public funds, to take management responsibility for the losses incurred and the non-payment of dividends
over two consecutive fiscal years.

-9-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1991
Oct. 2008

5

Joined The Sendai Bank, Ltd.
Manager of Loan Sales Section, Sales
Department, Head Office
Apr. 2012Manager of Loan Sales Section 1 and Loan Sales
Section 2, Sales Department, Head OfficeNov. 2013
Deputy General Manager of Loan Department
June 2015
General Manager of Loan Department andAdministration Department
June 2019
Director and General Manager of Loan
Department and Administration Department
Reappointment
June 2021
Director and General Manager of Local
Enterprises Support Department
Toshio Sakazume
Director of Sendai Bank Capital & Consulting,(January 19, 1966)
Ltd.
June 2022
Managing Director and General Manager ofTerm of office:Sales Division and Local Enterprises Support
1 year
Department of The Sendai Bank, Ltd.
Representative Director and President of Sendai
Board of Directors attendance:
Bank Capital & Consulting, Ltd. (current
13 out of 14
position)
June 2023
Managing Director and General Manager ofSales Division of The Sendai Bank, Ltd. (current
position)
Director of the Company (current position)[Significant concurrent positions outside the Company]
Managing Director and General Manager of Sales Division of
The Sendai Bank, Ltd.
Representative Director and President of Sendai Bank Capital &Consulting, Ltd.

Number of theCompany’s shares
held

4,511 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Toshio Sakazume and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2023, Toshio Sakazume has mainly presided over the sales
promotion area of the Company’s subsidiaries in particular. The Company has nominated him as a candidate for Director
because it judges that he will be able to continue to sufficiently contribute to the business development of the Company.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1990
Apr. 2009

6

Joined Yamagata Shiawase Bank, Ltd.
Chief Examiner of the Corporate Support
Department of Kirayaka Bank, Ltd.
May 2011
Chief Examiner of the Business Rehabilitation
Department
Mar. 2015
Deputy General Manager of Corporate Support
New appointment
Department
Apr. 2016
General Manager of Corporate Support
Masabumi Fujishima
Department(March 12, 1968)
June 2018
Executive Officer and Deputy General Manager
of Core Business Support Division
Term of office:Apr. 2020
Executive Officer and General Manager ofTendo BranchManaging Executive Officer and General
Board of Directors attendance: June 2021
Manager of Tendo Branchout of June 2022
Director and General Manager of Sales
Department, Head Office
June 2024
Director (current position)[Significant concurrent positions outside the Company]
Director of Kirayaka Bank, Ltd.

Number of theCompany’s shares
held

1,475 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Masabumi Fujishima and the Company.
[Reasons for nomination as candidate for Director]
Masabumi Fujishima has demonstrated his management skills as Executive Officer of Kirayaka Bank, Ltd., a subsidiaryof the Company, since June 2018, and as Director and General Manager of Sales Department, Head Office of the banksince June 2022. The Company has nominated him as a candidate for Director because it judges that he has the qualities
required of a Director of the Company and will be able to sufficiently contribute to the business development of theCompany.

- 11 -

Candidate
No.

Name
(Date of birth)

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

7

Joined Shinko Sogo Bank Co., Ltd. (current The
Sendai Bank, Ltd.)
June 2009
General Manager of Planning Department of The
Sendai Bank, Ltd.
June 2011
Director, General Manager of Planning
Department and General Manager of Card
Business Department
Oct. 2012
Director of The Sendai Bank, Ltd.
Director and General Manager of General
Planning Department of the Company
New appointment
June 2014
Retired from Director of The Sendai Bank, Ltd.
Retiredfrom Director of the Company
Takayuki Haga
Sept.
2014
Advisorof Hourai Sangyo Co., Ltd.
(January 12, 1961)
June 2018
Retired from Advisor of Hourai Sangyo Co.,Ltd.
Term of office:Director and General Manager of Sales
Supervision Department of The Sendai Bank,Ltd.
Board of Directors attendance:
June 2019
Managing Director and General Manager of- out of Sales Division of The Sendai Bank, Ltd.
Jan. 2020
Representative Director and President of Sendai
Bank Capital & Consulting, Ltd.
June 2022
Retired from Director of Sendai Bank Capital &Consulting, Ltd.
Managing Director of The Sendai Bank, Ltd.
(current position)[Significant concurrent positions outside the Company]
Managing Director of The Sendai Bank, Ltd.

Number of theCompany’s shares
held2,595 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Takayuki Haga and the Company.
[Reasons for nomination as candidate for Director]
Takayuki Haga has demonstrated his management skills as Director and General Manager of Sales Supervision
Department of The Sendai Bank, Ltd., a subsidiary of the Company, since June 2018, and as Managing Director andGeneral Manager of Sales Division of the bank since June 2019. The Company has nominated him as a candidate for
Director because it judges that he has the qualities required of a Director of the Company and will be able to sufficiently
contribute to the business development of the Company.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1988

8

Joined Shokusan Sogo Bank, Ltd. (TheShokusan Bank, Ltd.)
Apr. 2008
General Manager of Suzukawa Branch of
Kirayaka Bank, Ltd.
Oct. 2008
General Manager of Miyauchi Branch
Reappointment
Apr. 2011
General Manager of Yamagata-kita Branch
Yuji Endo
Apr. 2014
General Manager of Tokyo Branch(June 28, 1965)
Feb. 2017
General Manager of Shibata Branch
June 2018
Executive Officer and General Manager of
Shibata BranchTerm of office:1 yearJune 2019
Managing Executive Officer and General
Manager of Sendai Branch
Board of Directors attendance:
June 2020
Director and General Manager of Sendai Branch
12 out of 13
June 2021
Director (current position)
June 2023
Director of the Company (current position)[Significant concurrent positions outside the Company]
Director of Kirayaka Bank, Ltd.

Number of theCompany’s shares
held

3,680 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Yuji Endo and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2023, Yuji Endo has mainly presided over the finance and risk
supervision areas of the Company’s subsidiaries in particular. The Company has nominated him as a candidate for
Director because it judges that he will be able to continue to sufficiently contribute to the business development of theCompany.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 2007
Apr. 2017

9

Joined The Sendai Bank, Ltd.
Manager of Corporate Planning Section,
Corporate Planning Department
Apr. 2018
Manager of Corporate Planning Section andManager of IT Planning Section, Corporate
Planning Department
June 2019
General Manager of Corporate Planning
New appointment
Department and General Manager of Accounting
Department
Ken Shibata
Apr. 2022
Executive Officer, General Manager of(November 30, 1974)
Corporate Planning Department and General
Manager of Accounting Department
June 2022
Director of Sendai Bank Capital & Consulting,
Term of office:Ltd. (current position)
June 2023
Director, General Manager of Corporate
Board of Directors attendance:
Planning Department and General Manager of- out of Accounting Department of The Sendai Bank,
Ltd. (current position)[Significant concurrent positions outside the Company]
Director, General Manager of Corporate Planning Department
and General Manager of Accounting Department of The Sendai
Bank, Ltd.
Director of Sendai Bank Capital & Consulting, Ltd.

Number of theCompany’s shares
held

1,100 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Ken Shibata and the Company.
[Reasons for nomination as candidate for Director]
Ken Shibata has demonstrated his management skills as General Manager of Corporate Planning Department and General
Manager of Accounting Department of The Sendai Bank, Ltd., a subsidiary of the Company, since June 2019, and as
Director, General Manager of Corporate Planning Department and General Manager of Accounting Department of thebank since June 2023. The Company has nominated him as a candidate for Director because it judges that he has thequalities required of a Director of the Company and will be able to sufficiently contribute to the business development of
the Company.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1995
Apr. 201310

Joined The Shokusan Bank, Ltd.
Manager of Corporate Planning Section andGeneral Manager of Tokyo Office of Kirayaka
Bank, Ltd.
New appointment
Oct. 2015
General Manager of Sales Planning Office, Sales
Supervision Department, Sales Division
Hideki Nishizuka
Aug. 2017
General Manager of Fukushima Branch(November 26, 1971)
Apr. 2020
General Manager of Corporate Planning
Department and General Manager of Accounting
Term of office:Department
June 2023
Executive Officer and General Manager ofCorporate Planning Department
Board of Directors attendance:- out of Apr. 2024
Executive Officer and General Manager ofRemote Business Department (current position)[Significant concurrent positions outside the Company]
None.

Number of theCompany’s shares
held

1,852 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Hideki Nishizuka and the Company.
[Reasons for nomination as candidate for Director]
Hideki Nishizuka has demonstrated his management skills as General Manager of Corporate Planning Department andGeneral Manager of Accounting Department of Kirayaka Bank, Ltd., a subsidiary of the Company, since April 2020, andas Executive Officer and General Manager of Corporate Planning Department of the bank since June 2023. The Company
has nominated him as a candidate for Director because it judges that he has the qualities required of a Director of theCompany and will be able to sufficiently contribute to the business development of the Company.

- 15 -

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
held

Apr. 1989

11

Registered as an attorney at law (Yamagata Bar
Association)
Established Minoru Handa Law Offices
Managing Partner of Minoru Handa Law
Offices (current position)
Apr. 2009
President of Yamagata Bar Association
Reappointment
Governor of Japan Federation of Bar
Outside Director
Associations
Independent Officer
Vice President of Tohoku Federation of Bar
Associations
Jan. 2015
Chairman of Information Disclosure andMinoru Handa
Personal Information Protection Committee of(September 3, 1957)
Tendo City (current position)
Feb. 2017
Chairman of Yamagata Federation of Lawyers
Term of office:Cooperatives (current position)
5 years
July 2018
Chairman of the Expropriation Committee of
Yamagata Prefecture (current position)
Board of Directors attendance:
June 2019
Director of the Company (current position)
16 out of 16
May 2023
Director of YAMAZAWA CO., LTD. (current
position)[Significant concurrent positions outside the Company]
Managing Partner of Minoru Handa Law Offices
Director of YAMAZAWA CO., LTD.
[Special matters regarding the candidate for outside Director]
There is no special interest between Minoru Handa and the Company.

- commonshares

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

- 16 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1984
July 2007

12

Joined the Ministry of FinanceDirector of Banking Business Division II,
Supervision Bureau of Financial Services
AgencyJuly 2008
Director of Insurance Business Division,
Supervision Bureau
July 2010
Director of Planning and Management
Division, Supervision Bureau
July 2012
Director of Policy Division, Policy Bureau
July 2014
Director-General of Fukuoka Local FinanceBranch Bureau, the Ministry of FinanceJuly 2015
Deputy Director-General (in charge ofplanning, market, and secretariat) of Planningand Coordination Bureau, Financial Services
Reappointment
AgencyOutside Director
July 2016
Director-General of Tokai Local Finance
Bureau, the Ministry of FinanceYasushi Hasegawa
June 2017
Senior Managing Director (in charge of(February 22, 1962)
screening and risk supervision) of Japan Bankfor International Cooperation
June 2019
Retired from the Ministry of FinanceTerm of office:Nov. 2019
Advisor of Sumitomo Mitsui Trust Bank,
3 years
LimitedBoard of Directors attendance: Apr. 2020
Joined SBI Holdings, Inc.
16 out of 16
Aug. 2020
Executive Officer and Secretary General of
Regional Revitalization Partners Co., Ltd.
(current position)
June 2021
Director of FUKUSHIMA BANK, LTD.
Director of the Company (current position)
Feb. 2022
Director of SBI Chigin Holdings, Inc. (current
position)
June 2023
Director (non-executive) of Kirayaka Bank,
Ltd. (current position)[Significant concurrent positions outside the Company]
Executive Officer and Secretary General of Regional
Revitalization Partners Co., Ltd.
Director of SBI Chigin Holdings, Inc.
Director (non-executive) of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for outside Director]
There is no special interest between Yasushi Hasegawa and the Company.

Number of theCompany’s sharesheld- commonshares

He is a candidate for outside Director.
The reason for the nomination of Yasushi Hasegawa as a candidate for outside Director and the reason the Company
judged him able to appropriately execute his duties as outside Director are because he possesses long years of extensive
experience and expertise in financial administration, and the Company will be able to utilize his suggestions and opinions
to secure fair and appropriate decision-making of the Board of Directors. The Company expects him to play an appropriaterole in supervising and advising on the execution of business as outside Director of the Company from his expertise
cultivated over many years in financial administration.
At the conclusion of this meeting, his tenure as outside Director of the Company will be three years.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith him to limit his liability for damages under Article 423, Paragraph 1 of the same Act to the amount stipulated bylaws 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 amountprovided for under laws and regulations.

- 17 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1975
June 2007

13

Joined Tohoku Electric Power Co., Inc.
Executive Officer and General Manager ofCorporate Planning Department
June 2009Managing Director and General Manager ofCustomer Division
Auditor (part-time) of Yurtec Corporation
June 2012
Resigned as Auditor (part-time) of Yurtec
Corporation
Reappointment
Outside Director
Director (part-time) of Yurtec Corporation
Independent Officer
Representative Director & Vice President of
Tohoku Electric Power Co., Inc.
June 2013
Resigned as Director (part-time) of Yurtec
Tsutomu Satake
Corporation(March 2, 1953)
June 2014
Resigned as Director of Tohoku Electric Power
Co., Inc.
Term of office:Representative Director & President of Yurtec
2 years
Corporation
June
2019
Representative
Director & President and Chief
Board of Directors attendance:
Executive
Officer
16 out of 16
June 2021
Representative Director & Chairman of the
Board
June 2022
Director of the Company (current position)
June 2023
Senior Advisor of Yurtec Corporation (current
position)[Significant concurrent positions outside the Company]
None.
[Special matters regarding the candidate for outside Director]
There is no special interest between Tsutomu Satake and the Company.

Number of theCompany’s shares
held

600 commonshares

He is a candidate for outside Director.
The reason for the nomination of Tsutomu Satake as a candidate for outside Director and the reason the Company judged
him able to appropriately execute his duties as outside Director are because he possesses extensive experience and broad
knowledge as a corporate manager, and the Company will be able 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 expects him
to play an appropriate role in supervising and advising on the execution of business as outside Director of the Company
from his experience and expertise in corporate management cultivated at other companies.
At the conclusion of this meeting, his tenure as outside Director of the Company will be two years.
The Company has submitted notification to the Tokyo Stock Exchange that he has been appointed as an independent
officer as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent officer to continue.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith him to limit his liability for damages under Article 423, Paragraph 1 of the same Act to the amount stipulated bylaws 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 amountprovided for under laws and regulations.

[Special matters regarding the candidates for Director (13 persons)]
Outline of a directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company under which theCompany bears the entire premium. All Directors of the Company are insured, and legal damages and litigation expenses (except for
those that fall under the exemptions stipulated in the insurance agreement) resulting from their actions in their positions will becovered. If each candidate is elected as a Director, all Directors will be insured under the said directors and officers liability insurance
agreement. The current agreement will expire in October 2024 but is scheduled to be renewed with the same contents.

- 18 -

Proposal No. 3

Election of 1 Director Who Is an Audit and Supervisory Committee Member

Hiroshi Endo, Director who is an Audit and Supervisory Committee Member, has resigned effective June 13, 2024,
due to his assumption of office at another company. Therefore, the Company proposes the election of 1 Director who
is an Audit and Supervisory Committee Member.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows.
The Company proposes the election of the candidate for Director who is an Audit and Supervisory Committee Member,
Wataru Sanpei, as the substitute for Hiroshi Endo, who has resigned effective June 13, 2024 (and whose term of office
expires at the conclusion of the 13th Annual General Meeting of Shareholders to be held in June 2025).
Name(Date of birth)

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

Joined The Sendai Bank, Ltd.
Manager of Corporate Business Section, Promotion
Department
New appointment
Apr. 2012
General Manager of Takasago Branch
July 2013
Manager of Planning Section, Planning Department
Wataru Sanpei
Oct. 2013
Manager of Corporate Planning Section and General(August 8, 1966)
Manager of Corporate Management Office, Corporate
Planning Department
Oct. 2014
General Manager of Nagamachiminami BranchTerm of office:June 2018
General Manager of Local Enterprises Support Department
June 2019
General Manager of Retail Business Department
Board of Directors attendance: Apr. 2023
Executive Officer and General Manager of Internal Audit- out of Department (current position)[Significant concurrent positions outside the Company]
None.
[Special matters regarding the candidate for Director]
There is no special interest between Wataru Sanpei and the Company.

Number of theCompany’s shares
held

Apr. 1989
June 2008

2,015 commonshares[Reasons for nomination as candidate for Director]
Wataru Sanpei has held important positions at The Sendai Bank, Ltd., a subsidiary of the Company, including General Manager ofLocal Enterprises Support Department, General Manager of Retail Sales Department, and General Manager of Internal Audit
Department. The Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member
because he can be expected to make accurate proposals and opinions based on his business experience and supervise the overallmanagement of the Company from a fair and neutral standpoint.
[Special matters regarding the candidate for Director who is an Audit and Supervisory Committee Member]
Outline of a directors and officers liability insurance agreement
If the candidate in this proposal is elected as a Director who is an Audit and Supervisory Committee Member, he will be insured
under the said directors and officers liability insurance agreement described in Proposal No. 2.

- 19 -

Reference Documents for the General Meeting of Class Shareholders
Proposal

Partial Amendments to the Articles of Incorporation

This Proposal is identical to Proposal No. 1 “Partial Amendments to the Articles of Incorporation” in the Reference
Documents for the General Meeting of Shareholders.
The partial amendments to the Articles of Incorporation under this Proposal are “Changes in the number of authorizedshares.”- 20 -

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

Plan policy

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

Category▶

Achieve a
recovery in theGroup’s
performance andtrust and enhance
corporate value

Businesstransformation(DX)

Improve business conditions ofbusiness partners↓
Achieve a recovery in Group
performance↓
Repay public funds

Deepen collaboration with SBIBusinessmanagement

Reasons for selection

Business management

Perform administrative duties
for the holding company
Realization of priority
strategy: contribution to local
small and medium enterprises
Realization of priority
strategy: reform of businessprocesses and enhancementof financial services
Realization of priority
strategy: increase
sophistication and speed ofbusiness development
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge
Utilization of outside
Directors’ knowledge

Business reform

Utilization of external
collaboration
Local industry
Corporate management
OutsideDirector▶

Finance / Accounting
Legal / Risk
management
Public administration

Future vision<Create shared value>

Skill

Support for SMEs

InsideDirector

Group’s key strategies
Deepen support
for SMEs- 21 -▶

Director’s responsible division, business experience,
knowledge
Corporate planning / Subsidiary bank management /Risk management / Market operations
Loan approval / Customer support (branch manager,
etc.)
Office systems / HR & general affairs

Demonstration of effectiveness and results of external
collaboration (SBI, etc.)
Trends in local industry in Miyagi and Yamagata
Experience in business management at other companies
Expertise and experience in corporate finance (e.g.,
certified public accountant)
Legal and risk management expertise and experience(e.g., attorney)
Experience in local and financial administration

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

Name
Directorcandidate

Corporateplanning

Business management
Subsidiary
Risk
bank
management
management

SMEs
Marketoperations

Loan
approval

Customer
support

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Business reformHR &Officegeneralsystems
affairs

Utilization of
externalcollaboration●

Koji Kawagoe
Directorcandidate●●

Takashi Suzuki
Directorcandidate

Tsuyoshi
Ogata
Directorcandidate

Kouichi
UchidaDirectorcandidateToshioSakazume
Directorcandidate

Masabumi
Fujishima
Directorcandidate

●

●

●

●

●

●

●

●

●

●

Takayuki Haga
Directorcandidate●●●

Yuji Endo
Directorcandidate
Ken Shibata
Directorcandidate
Hideki
Nishizuka
Audit andSupervisory
Committee
Membercandidate

●

●

●

●

●

●

●

Wataru Sanpei- 22 -●

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

Director candidate

Koji Kawagoe

Director candidate

Takashi Suzuki

Director candidate

Tsuyoshi Ogata

Director candidate

Kouichi UchidaDirector candidate

Toshio Sakazume

Director candidate

Masabumi Fujishima

Director candidate

Takayuki Haga

Director candidate

Yuji Endo

Director candidate

Ken Shibata

Director candidate

Hideki Nishizuka
Audit and Supervisory
Committee Member
candidate

Division in charge in
Jimoto HD

Audit

Subsidiary bankrepresentation

Main career at subsidiary bank
General Manager of Corporate Planning
Department, General Manager of
Accounting Department, General
Manager of Sagae Branch, Kirayaka
Bank, Ltd.
General Manager of Planning
Department, General Manager of Risk
Supervision Department, General
Manager of General Affairs Department,
General Manager of Loan Department,
The Sendai Bank, Ltd.

Yes

Audit

Corporate planning

Yes

General Manager of Corporate Planning
Department, General Manager of Sales
Department, Head Office, The Sendai
Bank, Ltd.

Corporate planning

Yes

General Manager of Corporate Planning
Department, Kirayaka Bank, Ltd.

SME support

General Manager of Sales Division,
General Manager of Local Enterprises
Support Department, General Manager
of Loan Department, The Sendai Bank,
Ltd.
General Manager of Sales Department,
Head Office, General Manager of Tendo
Branch, General Manager of Corporate
Support Department, Kirayaka Bank,
Ltd.
General Manager of Sales Division,
General Manager of Planning
Department, General Manager ofPromotion Department, The Sendai
Bank, Ltd.

Yes

Newly appointed

Newly appointed

Collaborationachievement areas with
SBI and others

Yes

Corporate planning

Corporate planning

Regional revitalization

SME support

General Manager of Sendai Branch,
General Manager of Tokyo Branch,
Kirayaka Bank, Ltd.

Newly appointed

General Manager of Corporate Planning
Department, The Sendai Bank, Ltd.

Regional revitalization

Newly appointed

General Manager of Remote Business
Department, General Manager ofCorporate Planning Department,
Kirayaka Bank, Ltd.

Regional revitalization

Newly appointed

General Manager of Internal Audit
Department, General Manager of Retail
Business Department, General Manager
of Local Enterprises Support
Department, The Sendai Bank, Ltd.

Wataru Sanpei

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

- 23 -

[Outside Directors]
Name
Outside Director
candidate(independent)

Local industries

Corporate
management

Finance / Accounting●

Legal / Risk
management

Public administration●

Minoru Handa
Outside Director
candidate●

Yasushi
Hasegawa
Outside Director
candidate(independent)

TsutomuSatakeOutside Audit
and Supervisory
Committee
Member(independent)

●

●

●

●

●

Yoshiaki Ito
Outside Audit
and Supervisory
Committee
Member(independent)

●

●

●

TakashiTakahashi
Outside Audit
and Supervisory
Committee
Member(independent)●●

Akiyo Ito

- 24 -

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

Minoru Handa
Outside Director candidate

Yasushi Hasegawa
Outside Director candidate(independent)

Tsutomu Satake
Outside Audit andSupervisory Committee
Member(independent)

Main career summary and positions
Managing Partner of Minoru Handa Law Offices (current position), Director of
YAMAZAWA CO., LTD. (current position)

Qualifications
Attorney at law

Director-General of Tokai Local Finance Bureau, the Ministry of Finance, Senior
Managing Director of Japan Bank for International Cooperation, Director of SBI Chigin
Holdings, Inc. (current position)
Representative Director & Vice President of Tohoku Electric Power Co., Inc., Senior
Advisor of Yurtec Corporation (current position)

Managing Partner of Ito CPA Office (current position)

Certified public
accountant

Yoshiaki Ito
Outside Audit andSupervisory Committee
Member(independent)

Deputy Governor-General of Yamagata Prefecture
President of Montedio Yamagata Co., Ltd.

Takashi Takahashi
Outside Audit andSupervisory Committee
Member(independent)

Akiyo Ito

Director of Board of Education in Miyagi Prefecture
General Manager of General Affairs Department, Miyagi Prefectural Government
Director of The Miyagi Museum of Art (current position)(Note) The above are not exhaustive lists of all the insight and experience held by the Directors.

- 25 -

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

- 26 -