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 5, 2020
To our shareholders:Manabu Awano, Representative Director and President
Jimoto Holdings, Inc.
2-1-1, Ichibancho, Aoba-ku, Sendai-shi, Miyagi

Notice of the 8th Annual General Meeting of Shareholders
and the General Meeting of Class Shareholders
You are cordially invited to attend the 8th Annual General Meeting of Shareholders (the “General Meeting”) and theGeneral Meeting of Class Shareholders of common shareholders (the “Class Meeting”) of Jimoto Holdings, Inc. (the“Company”), which will be held as indicated below.
Proposals No. 2 “Stock Merger” and No. 3 “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, items 1 and 2 of the Companies Act.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by the end of the business day prior to the meeting (5:10 p.m. on Tuesday, June 23, 2020 (JST)).
Information about the venue- The previous general meeting was held at the 9F Auditorium Hall in the Head Office of The Sendai Bank, Ltd. in
Sendai City, however, this year, the 8th Annual General Meeting of Shareholders will be held at the 3F Grand
Conference Hall in the Head Office of Kirayaka Bank, Ltd. in Yamagata City, with a live conference feed to the
9F Auditorium Hall in the Head Office of The Sendai Bank, Ltd. in Sendai City.
- The Company plans to hold the following general meeting of the shareholders in Sendai City.
<To shareholders attending the live feed in Sendai City>- The live feed venue in Sendai City is not a venue for the general meeting of shareholders pursuant to theCompanies Act. Please be aware that shareholders who attend the live feed will be able to watch the proceedingsof the meeting on the screen but will not be able to ask questions or exercise their shareholder rights, such as theapproval or disapproval of the proposals.
- If you plan to attend the live feed, please exercise your voting rights in advance in writing or via the internet andpresent the live feed admission sheet at the reception.
1. Date and Time: Wednesday, June 24, 2020, at 10:00 a.m. (JST)
2. Venue:3-2-3, Hatago-machi, Yamagata-shi, Yamagata
3F Grand Conference Hall, Head Office of Kirayaka Bank, Ltd.
3. Purpose of the Meeting(General Meeting)
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 8th fiscal year (from April 1, 2019
to March 31, 2020), 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 8th fiscal year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Stock Merger
Proposal No. 3
Partial Amendments to the Articles of Incorporation
Proposal No. 4
Election of 10 Directors (Excluding Directors Who Are Audit and Supervisory-1-

Committee Members)
Proposal No. 5
Election of 1 Director Who Is an Audit and Supervisory Committee Member(Class Meeting)
Matters to be resolved:
Proposal No. 1
Stock Merger
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Any changes in the operations, etc. of the Meetings due to changes in the circumstances in the future will beannounced on the Company’s website.
- When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception. In addition, please bringthis notice with you in order to save resources.
-

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

-

If any changes are made to items in the Reference Documents for General Meeting of Shareholders and the Business Report, or to
the Non-consolidated Financial Statements and the Consolidated Financial Statements, such changes will be posted on the Company’s
website.
The Company’s Website (https://www.jimoto-hd.co.jp/; in Japanese)-2-

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

Appropriation of Surplus

The expansion of coronavirus disease (COVID-19) is feared to cause impacts including a stagnation in the regional
economy resulting in poor business performances at our partner companies, giving rise to a negative impact on theGroup as well, such as an increase in credit-related costs.
For the purpose of the year-end dividends for the current fiscal year, the Company most regretfully proposes to pay¥1.50 per common share, a ¥1 reduction per share compared with the year-end dividends of the previous fiscal year,
as stated below. This is from the Company’s viewpoint to ensure and enhance internal reserves to strengthen its
financial structure, in order to support the regional economy through stable and seamless supply of funds primarily
to the local small- and medium-sized enterprises, amid the severe environment.
Including the interim dividend of ¥2.50 per share, the annual dividend for common shares will be ¥4 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¥1.50 per share
Total payment:
Class B Preferred Shares¥0.015 per share
Total payment:
Class C Preferred Shares¥1.286 per share
Total payment:
Class D Preferred Shares¥0.01 per share
Total payment:
Total:
Effective date of dividends of surplus: Thursday, June 25, 2020.

-3-¥268,285,749¥1,950,000¥128,600,000¥500,000¥399,335,749

Proposal No. 2

Stock Merger

1. Reasons for the stock merger
While the total number of the Company’s common shares outstanding is 178,867,630 shares as of March 31, 2020,
the price of the Company’s common shares are far lower than the standard investment unit considered desirable
by the Japanese stock exchanges (¥50,000 or higher but not exceeding ¥500,000 per share unit), and this relatively
low share price is believed to be prone to speculation resulting potentially in a drastic share price fluctuation.
Furthermore, the price of the Company’s share is ¥91 as of March 31, 2020, with relatively large fluctuation in
the price per share, and the Company regards its impact to shareholders and general investors is not small.
Under such circumstance, the Company intends to conduct a 1-for-10 stock merger, following a comprehensive
consideration from viewpoints including adjustments to the share price as well as the investment unit of theCompany’s common shares to an appropriate level, with a view to gaining confidence from exchange markets andgeneral investors, and materializing the optimal total number of outstanding shares in implementing flexible andadaptive shareholder return policies in the future.
In addition to common shares, the Company also intends to conduct a 1-for-10 stock merger for Class B, C and D
Preferred Shares as well, to avoid changes in the attached rights.
2.

Stock merger ratio
A 1-for-10 stock merger shall be conducted for common shares, Class B, C and D Preferred Shares.

3.

Effective date of the stock merger
Thursday, October 1, 2020

4.

Classes of shares to be merged
Common shares, Class B, C and D Preferred Shares

5.

Total number of authorized shares as of the effective date
The current 1,600,000,000 shares shall be reduced to 160,000,000 shares.

6.

Outline of the stock merger and its impact
On October 1, 2020, the Company shall conduct a 1-for-10 stock merger of its common shares, Class B, C and D
Preferred Shares, based on the number of shares held by the shareholders entered in the final shareholder registeron September 30, 2020.
The total number of shares outstanding shall decrease to 10% after the stock merger, while net assets, etc. shallremain unchanged before and after the stock merger, making net assets per share 10 times larger. Thus, the asset
value of the Company’s shares held by each shareholder remains unchanged unless affected by other variablefactors such as market conditions.

7.

Others
The stock merger under this Proposal shall be implemented subject to the approval and resolution of Proposal No.
3 “Partial Amendments to the Articles of Incorporation,” along with the approval and resolution of the stock
merger under this Proposal and the partial amendments to the Articles of Incorporation under Proposal No. 3 at
the Class Meeting of common shareholders as well as at the Class Meeting for shareholders of Class B, C and D
Preferred Shares.

-4-

Proposal No. 3

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) Subject to the approval and resolution of Proposal No. 2 “Stock Merger,” the Company intends to reduce thetotal number of authorized common shares, Class B, C and D Preferred Shares, as prescribed under Article
6 of the current Articles of Incorporation, in proportion to the stock merger ratio, in consideration of thedecrease in the number of outstanding common shares, Class B, C and D Preferred Shares.
(2) The proposed partial amendments to the Articles of Incorporation shall take effect subject to the approval
and resolution of Proposal No. 2 “Stock Merger,” along with the approval and resolution of the stock merger
under Proposal No. 2 and the partial amendments to the Articles of Incorporation under this Proposal, at theClass Meeting of common shareholders as well as at the Class Meeting for shareholders of Class B, C and D
Preferred Shares.
In the meantime, a supplementary provision shall be established to the effect that these partial amendments
become effective on October 1, 2020, the effective date of the stock merger, and shall be deleted from the
Articles of Incorporation when the partial amendments take effect.
2. Details of the amendments
The amendments are as follows:(Underlines indicate amendments)
Current Articles of Incorporation

Proposed Amendments

Chapter 2

Chapter 2

SharesShares(Total Number of Authorized Shares)(Total Number of Authorized Shares)

Article 6.

Article 6.

The total number of authorized shares of the Company shallbe 1,600,000,000 shares, while the total number ofauthorized shares for each class shares of the Company shallbe as follows.

The total number of authorized shares of the Company shallbe 160,000,000 shares, while the total number of authorizedshares for each class shares of the Company shall be as
follows.

Common shares

Common shares

160,000,000 shares

1,600,000,000 sharesClass B Preferred Shares

130,000,000 sharesClass B Preferred Shares

13,000,000 sharesClass C Preferred Shares

200,000,000 sharesClass C Preferred Shares

20,000,000 sharesClass D Preferred Shares

200,000,000 sharesClass D Preferred Shares

20,000,000 shares(Supplementary Provision)(Supplementary Provision)(Transitional Measures for Exempting Audit & Supervisory
Board Members from Liability)(Transitional Measures for Exempting Audit & Supervisory
Board Members from Liability)(Omitted)

Article 1. (Unchanged)(New)(Effective Date of Total Number of Authorized Shares andTotal Number of Authorized Class Shares)
Article 2.
The amendment to Article 6. (Total Number of Authorized
Shares) shall take effect on October 1, 2020, at which time
this supplementary provision shall be deleted.

Of the aforementioned amendments to Article 6. (Total Number of Authorized Shares) of the Articles ofIncorporation, the amendment of the total number of authorized shares of the Company from 1,600,000,000 sharesto 160,000,000 shares shall, pursuant to Article 182, paragraph 2 of the Companies Act, be deemed to take placeon October 1, 2020, the effective date of the stock merger under Proposal No. 2.

-5-Proposal No. 4

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

The term of office of all 9 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.
In addition, as Director Tatsuhiko Tanaka retired as of May 26, 2020 due to his resignation, the Company proposes
the election of 10 Directors.
The review of this Proposal at the Audit and Supervisory Committee found no particular matter required to be statedat the General Meeting under the provisions of the Companies Act, as the candidates were found to be suitable as
Directors of the Company, who were appropriately nominated following the policy and procedure for nominating
Directors set out by the Nomination and Remuneration Council, which was established for the purpose of ensuringtransparency and fairness as well as sustainable growth and enhanced corporate value of the Group over the medium
to long-term.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

Board of Directors
attendance

1

Takashi Suzuki

Reappointment

Representative Director andChairman

17 out of 17

2

Manabu Awano

Reappointment

Representative Director andPresident

16 out of 17

3

Yoshiaki Saito

Reappointment

Managing Director

17 out of 17

4

Koji Kawagoe

Reappointment

Managing Director

17 out of 17

5

Junichi Ota

Reappointment

Director

14 out of 14

6

Makoto Suzuki

New candidate

7

Tsuyoshi Ogata

Reappointment

8

Jun Kawamura

New candidate

9

Masayuki Oyama

10

Minoru Handa–
Director

17 out of 17–

Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Independent Officer

-6-

–

–

Outside Director

17 out of 17

Outside Director

14 out of 14

Candidate
No.

Name
(Date of birth)

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

1

Joined 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
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
7 years and 9 months
Affairs Department
June
2007
Managing Director and General Manager ofBoard of Directors attendance:
General Affairs Department
17 out of 17
June 2008
Managing Director
June 2009
Representative Managing Director
Oct. 2012
Director of the Company
June 2013
Representative Director and Chairman (current
position)
Representative Director and President of The
Sendai Bank, Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Director and President of The Sendai Bank, Ltd.

Number of theCompany’s shares
held

49,400 commonshares[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 asa 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 fair andefficient manner. Therefore, the Company has nominated him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

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

2

Joined 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
Reappointment
June 2005
Senior Managing Director
Oct.
2005
Director of Kirayaka Holdings, Ltd.
Manabu Awano
May 2007
Senior Managing Director of Kirayaka Bank,(February 7, 1956)
Ltd.
June 2007
Senior Managing Director of Kirayaka Holdings,
Term of office:Ltd.
7 years and 9 months
Feb. 2008
Representative Senior Managing Director of
Kirayaka Bank, Ltd.
Board of Directors attendance:
Apr. 2008
Representative Director and President (current
16 out of 17
position)
June 2008
Representative Director and President of
Kirayaka Holdings, Ltd.
Oct. 2012
Representative Director and President of theCompany (current position)[Significant concurrent positions outside the Company]
Representative Director and President of Kirayaka Bank, Ltd.

Number of theCompany’s shares
held

35,700 commonshares[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.

-8-

Candidate
No.

Name
(Date of birth)

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

Reappointment
Yoshiaki Saito(January 8, 1959)
Term of office:7 years
3

Board of Directors attendance:
17 out of 17

Apr. 2004
Apr. 2005
Apr. 2006
Apr. 2009
June 2010
June 2011
June 2013
June 2018
June 2019

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

Number of theCompany’s shares
held

30,100 commonshares[Significant concurrent positions outside the Company]
Representative Senior Managing Director of The Sendai Bank,
Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Yoshiaki Saito and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2013, Yoshiaki Saito has presided over the financial 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, theCompany has nominated him as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

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

4

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

Number of theCompany’s shares
held

44,825 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2018, Koji Kawagoe has presided over and exhibited leadershipin the general planning area, which formulates Group strategies and performs corporate operations and planning. In
addition, he possesses knowledge, experience, and adequate social credibility to perform corporate management in a
precise, fair and efficient manner. Therefore, the Company has nominated him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

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

5

Joined 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
Reappointment
Oct. 2013
General Manager of Financial Market
Department
Junichi Ota
June 2014
Director and General Manager of Financial(October 19, 1959)
Market Department
June 2015
Director
Term of office:Director and General Manager of General
2 years
Planning Department of the Company
Board of Directors attendance: June 2016Retired from Director
14 out of 14
Director, General Manager of Corporate
Planning Department and General Manager of
Accounting Department of The Sendai Bank,
Ltd.
June 2019
Managing Director (current position)
Director of the Company (current position)[Significant concurrent positions outside the Company]
Managing Director of The Sendai Bank, Ltd.

Number of theCompany’s shares
held

23,400 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Junichi Ota and the Company.
[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2019, Junichi Ota has presided over the risk supervision area
especially in the management of the Company’s subsidiaries. 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.

- 11 -

Candidate
No.

Name
(Date of birth)

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

6

Joined Shokusan Sogo Bank, Ltd. (TheShokusan Bank, Ltd.)
Feb. 2006
General Manager of Yunohama Branch
May 2007General Manager of Yunohama Branch of
Kirayaka Bank, Ltd.
Apr. 2008
General Manager of Ohyama Branch andNew candidate
Yunohama Branch
Makoto Suzuki
Apr. 2009
General Manager of Shironishi Branch(October 8, 1963)
Apr. 2012
General Manager of Tokyo Branch
Apr. 2014
General Manager of Sendai Branch
June 2015
Executive Officer and General Manager ofTerm of office:–Sendai Branch
June 2016
Director and General Manager of Sales
Board of Directors attendance:
Department, Head Office–
June 2018
Managing Director and General Manager ofCore Business Support Division
June 2019
Managing Director (current position)[Significant concurrent positions outside the Company]

Number of theCompany’s shares
held

16,100 commonsharesManaging Director of Kirayaka Bank, Ltd.
[Special matters regarding the candidate for Director]
There is no special interest between Makoto Suzuki and the Company.
[Reasons for nomination as candidate for Director]
Makoto Suzuki has demonstrated his ability in management as Managing Director of Kirayaka Bank, which is a
subsidiary of the Company, since June 2018, with a career of important posts, including General Manager of Sendai
Branch and Director and General Manager of Sales Department, Head Office. The Company has nominated him as a
candidate for Director because it judges he will be able to sufficiently contribute to the business development of theCompany.

- 12 -

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

7

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

Number of theCompany’s shares
held

15,500 commonshares[Reasons for nomination as candidate for Director]
Since taking office as Director of the Company in June 2018, Tsuyoshi Ogata has presided over and exhibited leadershipgeneral planning area, which formulates Group strategies and performs corporate operations and planning. In addition,
he possesses knowledge, experience, and adequate social credibility to perform corporate management in a precise, fairand efficient manner. Therefore, the Company has nominated him as a candidate for Director.

- 13 -

Candidate
No.

Name
(Date of birth)

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

8

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

Number of theCompany’s shares
held

1,000 commonshares[Reasons for nomination as candidate for Director]
Jun Kawamura has demonstrated his ability in management as Managing Director and General Manager of Core
Business Support Division of Kirayaka Bank, which is a subsidiary of the Company, since June 2019, with a career ofimportant posts, including General Manager of Sendai Branch and Director and General Manager of Sales Department,
Head Office. The Company has nominated him as a candidate for Director because it judges he will be able tosufficiently 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. 1966
June 2001

Reappointment
Outside Director
Independent Officer

June 2003

Masayuki Oyama(August 26, 1943)

June 2009

June 2005
Sept. 2006

Term of office:1 year and 7 months

June 2014
June 2015
Dec. 2018
Board of Directors attendance:
June 201917 out of 17

9

Joined Tohoku Electric Power Co., Inc.
Director and General Manager of Corporate
Planning Department
Managing Director and General Manager ofCorporate Planning Department
Representative Director & Vice President
Representative Director & Vice President andGeneral Manager of Power Distribution Division
Resigned as Representative Director & Vice
President and General Manager of PowerDistribution Division
Director and President of Yurtec Corporation
Representative Director & Chairman
Advisor of Yurtec Corporation
Director of the Company (current position)Counselor of Yurtec Corporation (current
position)

Number of theCompany’s shares
held

2,400 commonshares[Significant concurrent positions 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 one year and sevenmonths.
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.

- 15 -

Candidate
No.

10

Number of the
Career summary, positions and responsibilities in the Company,
Company’s sharesand significant concurrent positions outside the Company
heldApr. 1989
Registered as an attorney at law (Yamagata Bar
Association)
Established Minoru Handa Law Offices
Managing Partner of Minoru Handa Law
Reappointment
Offices (current position)
Outside Director
Independent Officer
Apr. 2009
President of Yamagata Bar Association
Governor of Japan Federation of Bar
Associations
Minoru Handa
Vice President of Tohoku Federation of Bar(September 3, 1957)
Associations– common sharesJan. 2017
Chairman of Pollution Investigation Committeeof Yamagata Prefecture (current position)
Term of office:Feb. 2017
Chairman of Yamagata Federation of Lawyers
1 yearCooperatives (current position)
July
2018
Chairman of the Expropriation Committee ofBoard of Directors attendance:
Yamagata Prefecture (current position)
14 out of 14
June 2019
Director of the Company (current position)[Significant concurrent positions outside the Company]
Managing Partner of Minoru Handa Law Offices[Special matters regarding the candidate for outside Director]
There is no special interest between Minoru Handa and the Company.
Name(Date of birth)

He is a candidate for outside Director.
The reason for the nomination of Minoru Handa as a candidate for outside Director and the reason the Company judged
him able to appropriately execute his duties as outside Director are because he possesses expertise and extensive
experience as an attorney at law, and the Company will be able to utilize his suggestions and opinions to secure fair andappropriate decision-making of the Board of Directors from a fair and neutral standpoint.
At the conclusion of this meeting, his tenure as outside Director of the Company will have been one year.
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.

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Proposal No. 5

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

Takumi Nagasaka, a Director who is as an Audit and Supervisory Committee Member, will retire from his
office by resignation at the conclusion of this General Meeting.
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 Audit and Supervisory Committee Member is as follows.
The Company proposes to elect Hiroshi Endo to take after Takumi Nagasaka (whose original term of office
was up to the conclusion of the 9th Annual General Meeting of Shareholders scheduled to be held in June2021).
Name(Date of birth)

Number of the
Career summary, positions and responsibilities in the Company,
Company’s sharesand significant concurrent positions outside the Company
heldApr. 1986

New candidate
Hiroshi Endo
(December 22, 1963)
Term of office:–
Board of Directors attendance:–

Joined Shinko Sogo Bank Co., Ltd. (current
The Sendai Bank, Ltd.)
Apr. 2007
General Manager of Tsuya Branch
June 2009
General Manager of Takasago Branch
Apr. 2012
General Manager of Taitomi Branch
Sep. 2014
General Manager of Promotion Department
June 2015
General Manager of Financial Market
Department
Sep. 2018
General Manager of General Affairs
Department (current position)[Significant concurrent positions outside the Company]
None.

9,308 commonshares[Special matters regarding the candidate for Director]
There is no special interest between Hiroshi Endo and the Company.
[Reasons for nomination as candidate for Director]
The Company has nominated Hiroshi Endo as a candidate for Director who is an Audit & Supervisory Board Member
because it judges he can provide accurate advice and guidance as well as supervise overall management of the Company
from a fair and neutral standpoint based on his practical experience, with a career of important posts including General
Manager of Taitomi Branch of The Sendai Bank, which is a subsidiary of the Company, as well as General Manager ofPromotion Department, Financial Market Department and General Affairs Department.

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

Stock Merger

This Proposal is identical to Proposal No. 2 “Stock Merger” in the Reference Documents for the General Meeting of
Shareholders.
The stock merger under this Proposal is subject to the approval and resolution of Proposal No. 2 “Partial Amendments
to the Articles of Incorporation,” along with the approval and resolution of the stock merger under this Proposal andthe partial amendments to the Articles of Incorporation under Proposal No. 2 at the General Meeting as well as theClass Meeting for shareholders of Class B, C and D Preferred Shares.

Proposal No. 2

Partial Amendments to the Articles of Incorporation

This Proposal is identical to Proposal No. 3 “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 is subject to the approval and resolutionof Proposal No. 1 “Stock Merger,” along with the approval and resolution of the stock merger under Proposal No. 1
and the partial amendments to the Articles of Incorporation under this Proposal at the General Meeting as well as theClass Meeting for shareholders of Class B, C and D Preferred Shares.

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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 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.

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