The transition to a holding company structure described in this document involves securities of a Japanese company. The offer is subject todisclosure requirements of Japan that are different from those of the United States. Financial information included in this document, if any, wasexcerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer islocated in Japan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company
or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company andits affiliates to subject themselves to a U.S. court's judgment. You should be aware that the issuer may purchase securities otherwise than inconnection with the transition to a holding company structure, such as in the open market or through privately negotiated purchases. This
document has been translated from the Japanese-language original for reference purposes only.
In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shallprevail in all respects.

(Securities Code: 5830)
June 5, 2024
(Date of commencement of electronic provision measures: June 3, 2024)
To Shareholders with Voting Rights:
Kenji Miyoshi
President
Iyogin Holdings, Inc.
1, Minami-Horibata-cho,
Matsuyama-shi, Ehime, JapanNOTICE OF CONVOCATION OF
THE 2ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the 2nd Annual General Meeting of Shareholders of Iyogin Holdings, Inc. (the“Company”) will be held for the purposes as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken electronic provision
measures, which provide information contained in the Reference Documents for the General Meeting of
Shareholders, etc. (the “matters subject to electronic provision measures”) in electronic format, and posted thematters subject to electronic provision measures as “NOTICE OF CONVOCATION OF THE 2ND ANNUAL
GENERAL MEETING OF SHAREHOLDERS” on the Company’s website on the Internet. Please access thefollowing website” to review the information.
 The Company’s website: https://www.iyogin-hd.co.jp/english/
In addition to the above website, matters subject to electronic provision measures are posted on the websiteof the Tokyo Stock Exchange (TSE). Please access the following TSE website (Listed Company Search), input
the issue name (company name) or securities code to retrieve the materials. First, select “Basic information.”
Next select “Documents for public inspection/PR information to see the materials.
 Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn the event that you will not attend the meeting in person, you will be able to exercise your voting rights
via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by Wednesday, June 26, 2024 at 5:30 p.m. Japan time.
[Exercising voting rights via the Internet, etc.]
Please access the Voting Rights Exercise Website (https://www.web54.net) designated by the Company,
enter the “voting rights code” and “password” indicated on the Voting Rights Exercise Form. Then, follow the
instructions on the screen, and enter your votes of approval or disapproval to each proposal.
[Exercising voting rights by mail (in writing)]
Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise Form,and return it by the above exercise deadline.

11. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
(The reception desk opens at 9 a.m.)
Diamond Ballroom, 4F Main Tower
ANA CROWNE PLAZA MATSUYAMA
3-2-1, Ichiban-cho, Matsuyama-shi, Ehime

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for theCompany’s 2nd Fiscal Year (from April 1, 2023 to March 31, 2024)
2. The Consolidated Financial Statements for the Company’s 2nd Fiscal Year(from April 1, 2023 to March 31, 2024) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit
and Supervisory Committee
Proposals to be resolved:<Propositions by the Company (Proposals 1 to 2)>
Proposal No. 1: Election of Four (4) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 2: Election of Four (4) Directors (Audit and Supervisory Committee Members)<Propositions by the Shareholders (Proposals 3 to 8)>
Proposal No. 3: Partial Amendments to the Articles of Incorporation (1)Proposal No. 4: Partial Amendments to the Articles of Incorporation (2)Proposal No. 5: Partial Amendments to the Articles of Incorporation (3)Proposal No. 6: Partial Amendments to the Articles of Incorporation (4)Proposal No. 7: Partial Amendments to the Articles of Incorporation (5)Proposal No. 8: Dismissal of One (1) Director (Excluding a Director Serving as Audit andSupervisory Committee Member)
Proposals No. 3 to No. 8 are propositions by a shareholder (1 shareholder), and the Board of
Directors objects to each of these Proposals.
End◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎ The following matters are not provided on the documents being sent to shareholders who have requested
for their delivery, in accordance with laws and regulations and the Company’s Articles of Incorporation.
The Audit and Supervisory Committee and the Accounting Auditor audited the following documents aspart of documents subject to auditing.
1) Following matters in the Business Report In the current status of the Company, the status of the property and the profits and losses of thecorporate group and the Company, the status of employees of the corporate group, the status ofprincipal offices of the corporate group, major lenders of the corporate group and other importantmatters concerning the current status of the corporate group
 Matters concerning agreement on limitation of liability, indemnity agreement, directors’ and officers’
liability insurance (D&O Insurance) contract in Matters concerning Company Officers (Directors)
 Matters concerning Outside Officers
 Matters concerning the status of the Company’s shares Matters concerning the Company’s stock acquisition rights, etc.
 Matters concerning Accounting Auditor
 Basic policy for how persons controlling decisions on the Company’s financial and business policies
should be Systems for ensuring the properness of business activities Matters concerning specified wholly owned Subsidiaries
 Matters concerning transactions with parent company and other entities Matters concerning Accounting Advisor
2) Consolidated Statement of Changes in Net Assets and Notes to the Consolidated Financial Statements
3) Non-consolidated Statement of Changes in Net Assets and Notes to the Non-consolidated Financial
Statements2◎ Any revisions to the matters subject to electronic provision measures will be posted on the abovementioned websites of the Company and TSE indicating the matters before and after revisions.
◎ Some matters in the Business Report to be reported in the Meeting will be livestreamed on the Company’s
website at a later date.
The Company’s website: https://www.iyogin-hd.co.jp

3Reference Documents for the General Meeting of Shareholders
Proposals and References
Propositions by the Company (Proposals 1 to 2)
Proposals 1 to 2 are propositions by the Company.
Proposal No. 1:

Election of Four (4) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The term of office of all four (4) Directors (excluding Directors Serving as Audit and Supervisory
Committee Members; the same applies throughout this proposal) will expire at the close of this Annual
General Meeting of Shareholders. Accordingly, the election of four (4) Directors is proposed.
The Audit and Supervisory Committee has reviewed this proposal, indicating that there are no particularmatters of note to be stated.
The candidates for Directors are as follows:
No.

Name (Gender)

Current positions in the Company

1

Iwao Otsuka(Male)

Reelection

Chairman2

Kenji Miyoshi(Male)

Reelection

President (Representative Director)

3

Hiroshi Nagata(Male)

Reelection

Director and Senior Managing Executive
Officer (Representative Director)

4

Hirohisa Senba(Male)

Newly electedManaging Executive Officer

Reelection:

Candidate for reelected Director

Newly elected:

Candidate for newly elected Director

41. Candidates for Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
Number of
Name
Past experience, positions, responsibilities
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
April 1976
Joined the Iyo Bank, Ltd. (the “Bank”)
July 1995
Manager, Human Resources Division, the Bank
August 1998
General Manager, Gunchu Branch, the Bank
July 2000
General Manager, Kochi Branch, the Bank
June 2003
General Manager, Oita Branch, the Bank
August 2006
General Manager, Human Resources Division, the Bank
Iwao Otsuka
June 2007
Director, General Manager, Human Resources Division,(April 7, 1952)
the BankJune 2008
Director, General Manager, Head Office, Business[Male]
Department, the Bank
[Reelection]
June 2010
Managing Director, General Manager, Branch Banking
Group, the Bank
Term of office as
June 2011
Senior Managing Director (Representative Director), theDirector:
32,970 sharesBank
1 year and 8 months
June 2012
President (Representative Director), the Bank(at the close of thisApril 2020
Chairman (Representative Director), the Bank
General Meeting)
April 2021
Chairman, the Bank (current position)
October 2022
Chairman, the Company (current position)
1

Attendance at Boardof Directors meetings:[Significant concurrent positions]
14/14 (100%)

Chairman, the Iyo Bank, Ltd.
Chairman, the Ehime Industrial Promotion Foundation
Chairman, the Matsuyama Corporation Association
Chairman, the Ehime Corporation Association
Director (Audit and Supervisory Committee Member) (Outside), Shikoku
Electric Power Company, Incorporated

Reasons for selection as a candidate for Director:
Mr. Iwao Otsuka was involved in the overall management of the Bank for many years and has a wealth of experience, andhas deep knowledge of overall operations of banks. By utilizing these experiences and insights as Director, the Company has
judged that he is a person that can continue to contribute to the improvement of corporate value of the Group over the
medium- to long-term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Iwao Otsuka and the Company.
The Bank, which is a consolidated subsidiary of the Company, conducts ordinary finance transactions with the Ehime
Industrial Promotion Foundation, the Matsuyama Corporation Association, the Ehime Corporation Association, and Shikoku
Electric Power Company, Incorporated where Mr. Iwao Otsuka has significant concurrent positions.

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
March 2004
August 2006
August 2009
August 2012
June 2014

Kenji Miyoshi(December 18,
1959)[Male][Reelection]
Term of office as
Director:
1 year and 8 months(at the close of this
General Meeting)2

June 2015

June 2016
June 2017
June 2019

Attendance at Board April 2020of Directors meetings:
October 2022
14/14 (100%)

Number ofshares of theCompany held

Joined the Bank
General Manager, Tsubaki Branch, the Bank
Acting General Manager, Hiroshima Branch, the Bank
General Manager, Osaka Kita Branch, the Bank
General Manager, Funds Operation & Securities Division,
the Bank
Executive Officer, General Manager, General Planning
Division; General Manager, Subsidiaries & Affiliates
Department, General Planning Division; General
Manager, ICT Strategy Planning Department, General
Planning Division, the BankManaging Executive Officer, General Manager, General
Planning Division; General Manager, Subsidiaries &Affiliates Department, General Planning Division;
General Manager, ICT Strategy Planning Department,
General Planning Division, the Bank
31,700 shares
Managing Executive Officer, Acting General Manager,
Branch Banking Group, the BankManaging Director, the Bank
Senior Managing Director (Representative Director), theBank
President (Representative Director), the Bank (current
position)
President (Representative Director), the Company(current position)[Responsibilities]
Management Audit Division[Significant concurrent positions]
President (Representative Director), the Iyo Bank, Ltd.
Chairman, the Ehime Bankers Association
Reasons for selection as a candidate for Director:
Mr. Kenji Miyoshi has a wealth of operational experience as General Manager of sales branches, in the planning division,
the sales division, and the financial market division, etc. of the Bank, and is well-versed in the operations of banks.
Additionally, he has executed the corporate management in a precise, fair, and efficient manner as the President of the Bank,and by utilizing this wealth of experiences and insights as Director, the Company has judged that he is a person that cancontinue to contribute to the improvement of corporate value of the Group over the medium- to long-term, and has selected
him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Kenji Miyoshi and the Company.
There are ordinary finance transactions between the Bank, which is a consolidated subsidiary of the Company, and the
Ehime Bankers Association, where Mr. Kenji Miyoshi has a significant concurrent position.

6

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1987
August 2007
February 2011
August 2013
February 2015

Hiroshi Nagata(January 22, 1963)[Male][Reelection]
Term of office as
Director:
1 year and 8 months(at the close of this
General Meeting)3

June 2016
June 2017
June 2019

June 2021
June 2022

Attendance at Board October 2022
of Directors meetings:
14/14 (100%)

Number ofshares of theCompany held

Joined the BankManager, General Planning Division, the Bank
Acting General Manager, Tokyo Branch, the Bank
Deputy General Manager, General Planning Division, theBank
Acting General Manager, General Planning Division, theBank
General Manager, General Planning Division; General
Manager, Subsidiaries & Affiliates Department, General
Planning Division, the Bank
Executive Officer, General Manager, General Planning
Division; General Manager, Subsidiaries & Affiliates
Department, General Planning Division, the BankManaging Executive Officer, General Manager, General
Planning Division; General Manager, Subsidiaries &Affiliates Department, General Planning Division, the13,203 shares
Bank
Managing Director, the Bank
Senior Managing Director (Representative Director),
the Bank (current position)
Director and Senior Managing Executive Officer(Representative Director), the Company(current position)[Responsibilities]
Corporate Planning Division
General Secretariat
Personnel Planning Division[Significant concurrent position]
Senior Managing Director, the Iyo Bank, Ltd.
Reasons for selection as a candidate for Director:
Mr. Hiroshi Nagata has a wealth of operational experience as General Manager in the general planning division, thefinancial market division, etc. of the Bank, and is well-versed in the operations of banks. By utilizing this wealth ofexperiences and insights as Director, the Company has judged that he is a person that can continue to contribute to theimprovement of corporate value of the Group over the medium- to long-term, and has selected him as a candidate for
Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Hiroshi Nagata and the Company as well as Group companies which
are consolidated subsidiaries of the Company.

7

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1988
April 2009
August 2010
August 2011
June 2014
October 2016

Hirohisa Senba(October 7, 1965)

August 2017
June 2018[Male][Newly elected]

June 2019

Term of office as
Director:–

June 2020
June 2021

4

Attendance at Boardof Directors meetings: June 2022–

October 2022
June 2023

Number ofshares of theCompany held

Joined the Bank
Credit Officer, Loan Division No. 2, the Bank
Credit Officer, Ship Finance Office, Loan Division No. 2,
the Bank
Manager, Ship Finance Office, Credit Division, the Bank
General Manager, Hashihama Branch, the Bank
Group Head, Hashihama Group; General Manager,
Hashihama Branch, the Bank
General Manager, Credit Division, the Bank
Executive Officer, General Manager, Credit Division, theBank
Executive Officer, General Manager, Tokyo Branch;
General Manager, Financial Market Business Office, theBank
10,976 shares
Managing Executive Officer, General Manager, Tokyo
Branch; General Manager, Financial Market Business
Office, the BankManaging Director, General Manager, Branch Banking
Group, the BankManaging Director, General Manager, Corporate Banking
Group, the BankManaging Executive Officer, the Company(current position)
Managing Director, the Bank (current position)[Responsibilities]–[Significant concurrent position]
Managing Director, the Iyo Bank, Ltd.
Reasons for selection as a candidate for Director:
Mr. Hirohisa Senba has a wealth of operational experience as General Manager of sales branches and in the credit division,etc. of the Bank, and is well-versed in the operations of banks. By utilizing this wealth of experiences and insights as
Director, the Company has judged that he is a person that can contribute to the improvement of corporate value of the Groupover the medium- to long-term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Hirohisa Senba and the Company as well as Group companies which
are consolidated subsidiaries of the Company.

82. Note on Candidates for Directors
The Company and the Iyo Bank, Ltd. have entered into a directors’ and officers’ liability insurance (D&O
Insurance) contract that insures all Directors and Executive Officers with an insurance company pursuant
to Article 430-3, Paragraph 1 of the Companies Act to cover damages that may arise from the insured
directors assuming liability in connection with the execution of their duties or through receiving claims
pertaining to the pursuit of such liability (the insurance premiums are paid by the Company). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging
in conduct that is in violation of laws and regulations shall not be covered. All of the candidates for Directors
in Proposal No. 1 are already insured under the insurance contract. If their election is approved, thesecandidates will remain insured. The Company intends to renew the D&O Insurance contract on October 3,
2024.

9

Proposal No. 2:

Election of Four (4) Directors (Audit and Supervisory Committee Members)

The term of office of all four (4) Directors (Audit and Supervisory Committee Members) will expire at theclose of this Annual General Meeting of Shareholders. Accordingly, the election of four (4) Directors (Audit
and Supervisory Committee Members) is proposed.
The Audit and Supervisory Committee has approved this proposal.
The candidates for Directors (Audit and Supervisory Committee Members) are as follows:No.
1

Masamichi Ito

Name (Gender)

Current positions in the Company(Male)

Director and Managing Executive Officer

Newly elected

Reelection
Director (Audit and Supervisory Committee
OutsideMember)Independent
Reelection
Director (Audit and Supervisory Committee
3
Yoriko Noma
(Female) Outside
Member)Independent
Newly elected
4
Takuji Tanaka(Male)
OutsideIndependent
Reelection:
Candidate for reelected Director
Outside:Candidate for Outside Director
Independent:
Independent Director for notification to Tokyo Stock Exchange, Inc.
Newly elected:
Candidate for newly elected Director
2

Keiji Joko

(Male)

10

No.

Name
(Date of birth)
Masamichi Ito(December 13,
1961)[Male][Newly elected]

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
February 2006
August 2008
August 2011
June 2014
August 2016
June 2017

June 2019
Term of office as
Director:
1 year (at the close of June 2021
this General Meeting) October 2022
June 2023

1

Joined the Bank
General Manager, Nakahagi Branch, the Bank
General Manager, Masaki Branch, the Bank
General Manager, Kochi Branch, the Bank
General Manager, Oita Branch, the Bank
General Manager, Hiroshima Branch, the Bank
Executive Officer, General Manager, Hiroshima Branch,
the Bank
Managing Executive Officer, General Manager, Ship
Finance Division, the BankManaging Director, the Bank (current position)
Managing Executive Officer, the Company
Director, Managing Executive Officer, the Company(current position)

Number ofshares of theCompany held

15,391 shares

Attendance at Boardof Directors meetings:[Significant concurrent position]
14/14 (100%)–

Attendance at Audit
and Supervisory
Committee meetings:–
Reasons for selection as a candidate for Director:
Mr. Masamichi Ito has a wealth of operational experience as General Manager of sales branches and in the credit division,etc. of the Bank, and is well-versed in the operations of banks. By utilizing this wealth of experiences and insights, theCompany has judged that he is a person that can contribute to the improvement of corporate value of the Group over the
medium- to long-term by appropriately auditing and supervising Directors’ performance of duties and conducting accounting
audits in coordination with the Accounting Auditor independently of business execution, and has selected him as a candidate
for Director.

11

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1968
Keiji Joko
April 2006
(February 3, 1950)
April 2008
[Male][Reelection]
April 2010
[Outside]
December 2010
[Independent]
April 2012
August 2014
June 2015
Term of office as
June 2019
Outside Director:
1 year and 8 months(at the close of this
General Meeting)2

October 2022

Joined Ehime Prefectural Government
General Manager, Economics and Labor Department,
Ehime Prefecture
General Manager, Agriculture, Forestry and Fisheries
Department, Ehime Prefecture
Advisor, Ehime Prefecture
Assistant to the Governor, Ehime Prefecture
Deputy Governor, Ehime Prefecture
Special Advisor, Ehime Prefecture
Chairman, Ehime Guarantee
Director (Audit and Supervisory Committee Member),the Bank
Director (Audit and Supervisory Committee Member),the Company (current position)

Number ofshares of theCompany held

1,600 shares

Attendance at Board [Significant concurrent position]of Directors meetings: –14/14 (100%)
Attendance at Audit
and Supervisory
Committee meetings:
16/16 (100%)
Reasons for selection as a candidate for Director and outline of the expected roles:
Mr. Keiji Joko held important positions in the area of public administration including the Deputy Governor of Ehime
Prefecture, and has a wealth of experience and high-level insight on organizational operation and local public administration.
The Company has selected him as a candidate for Outside Director in the expectation that his appropriate supervision andinstructive advice from the perspective of a stronger governance structure and regional development will contribute to theimprovement of corporate value of the Group over the medium- to long-term.

12

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1986
April 1986

Registered as attorney-at-law
Joined Hayakawa Sogo Law Offices (currently TOKYOHIRAKAWA Patent/Law Office, Cosmo Law Office)
Yoriko Noma
November 1992 Joined Sakura Kyodo Law Offices(May 27, 1959)
January 1995
Joined Oshima Sogo Law Offices
February 1999
Partner, Miyakezaka Sogo Law Offices (current position)[Female]June 2002
Auditor, Oracle Corporation Japan[Reelection]
April 2017
Director, Japan Intellectual Property Arbitration Center[Outside]
September 2020 Audit & Supervisory Board Member (Outside), AXIS
[Independent]
Consulting Corporation
June 2021
Director (Audit and Supervisory Committee Member),Term of office as
the Bank
Outside Director:
Audit & Supervisory Board Member (Outside), AJIS Co.,
1 year and 8 months June 2021
2,600 sharesLtd. (current position)(at the close of thisSeptember 2021 Director (Audit & Supervisory Board Member) (Outside),
General Meeting)
AXIS Consulting Corporation (current position)3
Director, Wellco Holdings Co., Ltd. (current position)
Attendance at Board January 2022
Director (Audit and Supervisory Committee Member),of Directors meetings: October 2022
the Company (current position)
14/14 (100%)
Attendance at Audit
and Supervisory
Committee meetings:
16/16 (100%)[Significant concurrent positions]
Partner, Miyakezaka Sogo Law Offices
Audit & Supervisory Board Member (Outside), AJIS Co., Ltd.
Director (Audit & Supervisory Board Member) (Outside), AXIS Consulting
Corporation
Director (Outside), Wellco Holdings Co., Ltd.

Reasons for selection as a candidate for Director and outline of the expected roles:
Ms. Yoriko Noma has a wealth of experience, high-level of insight, and advanced expertise on corporate legal affairs as an
attorney-at-law. The Company has selected her as a candidate for Director in the expectation that her appropriate supervisionand instructive advice primarily from the perspective of legal compliance and diversity promotion will contribute to theimprovement of corporate value of the Group over the medium- to long-term.

13

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1985
Joined the Ministry of Finance
September 2003 Secretary to Minister of Finance
April 2006
Visiting Professor, Hitotsubashi Graduate School forInternational Corporate Strategy
July 2007
Deputy Director-General for International Tax Policy,
Tax Bureau, the Ministry of FinanceTakuji Tanaka
July
2009
Co-COO, Innovation Network Corporation of Japan(July 15, 1961)
July 2014
Deputy Director-General for International Tax Policy,
Tax
Bureau, the Ministry of Finance[Male]June
2016
DeputyDirector-General (International Bureau,[Newly elected]
Minister’s Secretariat), the Ministry of Finance[Outside]
Head of Japanese delegation of FATF
[Independent]
July 2017
Deputy Vice-Minister of Finance for International
Affairs,
the Ministry of FinanceTerm of office as
HeadofJapanese delegation of FATF
Director:
July
2018
Director
General, Kanto Local Finance Bureau–
July 2019
Executive Director for Japan, the International Monetary
Fund (IMF)
Attendance at Board
October 2022
Director, PCI Solutions INC. (current position)ofDirectors
meetings:
4
December 2022 Director, Rakuten Securities Holdings, Inc. (current–
position)
March
2023
Member of Executive Committee, Japan Football
Attendance at Audit
Association(current position)and Supervisory
April
2023
Visiting
Professor,
Faculty of Economics, Doshisha
Committee meetings:
University(current
position)–
June 2023
Director (Audit and Supervisory Committee Member),the Bank (current position)

Number ofshares of theCompany held

700 shares[Significant concurrent positions]–Reasons for selection as a candidate for Director and outline of the expected roles:
Mr. Takuji Tanaka held important positions including Director General of Kanto Local Finance Bureau and Executive
Director for Japan of the International Monetary Fund (IMF), and has a wealth of experience, high-level insight, andadvanced expertise in organizational management and overall international finance. The Company has selected him as a
candidate for Outside Director in the expectation that his appropriate supervision and instructive advice particularly from theperspective of a stronger governance structure and international finance will contribute to the improvement of corporate valueof the Group over the medium- to long-term.

14

Other Notes on Candidates for Directors(1) Mr. Takuji Tanaka is currently appointed to Director (Audit and Supervisory Committee Member) of
the Iyo Bank, Ltd. and if this proposal is approved, he will resign from the Director (Audit andSupervisory Committee Member) of the Iyo Bank, and will be appointed to Director (Audit andSupervisory Committee Member) of the Company.
(2) Mr. Keiji Joko, Ms. Yoriko Noma, and Mr. Takuji Tanaka are candidates for Outside Directors of theCompany.
(3) If this proposal is approved, the Company will designate Mr. Keiji Joko, Ms. Yoriko Noma and Mr.
Takuji Tanaka as independent officers as stipulated by Tokyo Stock Exchange Co., Ltd. and registerthem with the Exchange.
(4) If this proposal is approved, the Company will conclude a liability limitation agreement with Mr.
Masamichi Ito and Mr. Takuji Tanaka based on Article 427, Paragraph 1 of the Companies Act. The
Company has already concluded a liability limitation agreement with Mr. Keiji Joko and Ms. Yoriko
Noma based on Article 427, Paragraph 1 of the Companies Act. If their election is approved, theCompany will continue the liability limitation agreement with them. The limit of liability for Directors(Audit and Supervisory Committee Members) under the said agreement is the minimum liability
amount stipulated by laws and regulations.
(5) The Company and the Iyo Bank, Ltd. have entered into a directors’ and officers’ liability insurance(D&O Insurance) contract that insures all Directors and Executive Officers with an insurancecompany pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that may
arise from the insured directors assuming liability in connection with the execution of their duties or
through receiving claims pertaining to the pursuit of such liability (the insurance premiums are paidby the Company). Provided, however, that there are certain exemptions: for example, damages caused
as a result of knowingly engaging in conduct that is in violation of laws and regulations shall not becovered. The candidates for Directors in Proposal No. 2 are already insured under the insurance
contract. If their election is approved, these candidates will remain insured. The Company intends torenew the D&O Insurance contract on October 3, 2024.
(6) The term of office of Directors (Audit and Supervisory Committee Members) shall expire at the closeof the annual general meeting of shareholders relating to the last fiscal year ending within two years
after their election.

15

(Reference)
Composition and Skills Matrix of the Board of Directors subject to approval of Proposals 1 and 2
Candidate nameIwao Otsuka
Chairman(Male)

Kenji Miyoshi
President(Male)

Businessstrategies andcorporate
management

Marketing

Personnel
Marketaffairs andRisk
operation andtalentmanagement international
development
affairs

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate
screening

Digital and
ICT

Finance and Law and legal
accounting
affairs

Hiroshi Nagata

Director and Senior
Managing Executive
Officer(Male)

Hirohisa Senba

Director and Managing
Executive Officer(Male)●●

Masamichi Ito
Director(Audit and Supervisory
Committee Member)(Male)●

Keiji Joko

Director(Audit and Supervisory
Committee Member)(Male, Outside,
Independent)

●

●

●

●

Yoriko Noma

Director(Audit and Supervisory
Committee Member)(Female, Outside,
Independent)●●

Takuji Tanaka

Director(Audit and Supervisory
Committee Member)(Male, Outside,
Independent)

●

●

●

●

●

●

* The above matrix is not an exhaustive list of the knowledge and experience possessed by each Director.
Outside:Outside Director
Independent: Registered as independent director with the Tokyo Stock Exchange

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(Reference) Standards of Independence for Outside Directors of the Company
In the event that none of the following items apply, the Board of Directors will judge that the Outside
Director in question possesses independence. Additionally, even in the event that the following items
formally apply, under the condition that an explicit explanation is made regarding the reasoning for why the
person is suited as an Independent Director, judgment may be made that the Outside Director in question
possesses independence.
1. A party that is a business executor (an Executive Director, Executive Manager, Manager, or other
employee of a company; an Officer, Director, or employee of another corporation or organization that
executes business; or a party that executes business in a position similar to the above; the same applies
hereinafter) of the Company or a group company of the Company (parent company, subsidiary, oraffiliated company; the same applies hereinafter) or was a business executor within 10 years prior toappointment
2. A party that holds the Group of the Company as a major transaction partner (to which (1) or (2) below
apply) or a business executor thereof(1) Borrowings from the Group of the Company are highest, and, its borrower classification is debtor
under caution or lower, etc., causing it to be dependent on the Group of the Company due to lackof a substitute regarding fund procurement(2) Regarding ordinary commercial transactions other than borrowings, the amount of transactions with
the Group of the Company is in excess of 2% of net sales (if a business executor of multiple
companies, etc., then net sales of each company) of said transaction partner
3. A major transaction partner (transactions approximately in excess of 2% of ordinary revenue of theGroup of the Company) of the Group of the Company or a business executor thereof
4. A party (attorney, certified public accountant, tax accountant, or other consultant) that receives
remuneration over a certain amount other than officer remuneration (10 million yen per annum or 2%of total revenue of said organization on average over the past three fiscal years, whichever amount ishigher) from the Group of the Company, or a party affiliated with said organization
5. A business executor of an organization that receives donations over a certain amount (10 million yen
per annum or 2% of total revenue of said organization on average over the past three fiscal years,
whichever amount is higher) from the Group of the Company.
6. A party to which 2 to 5 above applied within 5 years prior to appointment
7. A spouse or relative to within the second degree or a person sharing livelihood with a party to which
the following applies(1) An important business executor (Executive Director, Executive Officer, General Manager, or aparty that conducts important business similar to the above; the same applies hereinafter) of theCompany or a group company of the Company(2) Of parties to which 2 to 5 above apply, a party that can be considered an important business executorEnd

17Propositions by the Shareholders (Proposals 3 to 8)
Proposals 3 to 8 are propositions by a shareholder. The number of voting rights held by the proposing
shareholder (1 shareholder) is 302.
Reasons for the proposition, and contents of the proposition submitted by the proposing shareholder have beenstated without any changes in written expressions except for making changes in the editorial format for
presentation.
About Propositions by the Shareholders
The Companies Act recognizes the shareholders’ right to make a proposition when certain requirements are
met. Regarding such propositions, excluding the case where they violate laws and regulations or the Articles
of Incorporation, regardless of their contents, the Company is obligated to publish the propositions.
In this instance, the Company has received propositions from a shareholder (1 shareholder). In
consideration of the above, the Company has decided to publish all of the shareholder’s propositions.

Proposal No. 3:
Partial Amendments to the Articles of Incorporation (1)1. Contents of the Proposition
The shareholder proposed to reinstate the Articles of Incorporation, Chapter 5 Accounts, Article 34(Decision-making Body for Dividends of Surplus, etc.) to what it was before 2005. The current Article
34 states “Unless otherwise provided for in laws and regulations, the Bank may determine the matterslisted in each subparagraph of Article 459(1) of the Companies Act by a resolution of the board of
directors.” It is proposed that the provision “by a resolution of the board of directors” be changed to “bya resolution of the general meeting of shareholders” as it was before 2005.
2.

Reasons for the Proposition
As compared to back in 2005, dissemination of the corporate governance codes, and shareholder-oriented
corporate management are pursued now. To achieve a higher PBR reflecting the profitability of Iyogin
Holdings, Inc. (hereinafter the “Iyogin Holdings”), the corporate value of Iyogin Holdings can be
improved by once again allowing the general meeting of shareholders to resolve the distribution of surplus
based on thorough and more in-depth discussion. Shareholders are entitled to participate in the corporate
management by exercising their voting rights. However, when the Iyo Bank transitioned to a company
with an Audit and Supervisory Committee, the Board of Directors was enabled to determine the dividend
payment in the mess, depriving shareholders of the right to do so, and implemented the same to Iyogin
Holdings. This manner puts behind the corporate spirit of paying dividends to shareholders, which should
be at the heart of corporate governance.
The Awa Bank, Ltd. has resolved to set a total payout ratio of 40% and above (dividends and sharebuyback combined) to the profit attributable to owners of parent. Iyogin Holdings is not even close to the
Awa Bank and controls shareholder returns to minimum.

The Board of Directors’ Opinion on Proposal 3
The Board of Directors objects to this Proposal.
The Iyo Bank, Ltd. (hereinafter the “Bank”) transitioned to a company with an Audit and Supervisory
Committee based on the approval at the 112th Annual General Meeting of Shareholders held on June 26,
2015, and partially amended the Articles of Incorporation to enable the Board of Directors to resolve on
the dividends of surplus.
Then, at the 119th Annual General Meeting of Shareholders held on June 29, 2022, the Bank establishedthe wholly owning parent company through share transfer based on the approval of shareholders, andestablished a new provision that enables the Board of Directors to resolve on the dividends of surplus.
The relevant provision is “Unless otherwise provided for in laws and regulations, the Bank may determine
the matters listed in each subparagraph of Article 459(1) of the Companies Act by a resolution of theboard of directors,” and does not prohibit the General Meeting of Shareholders to resolve on the dividendsof surplus. Therefore, we believe the claim does not apply to depriving shareholders of their right to makea decision.

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To flexibly provide shareholder returns in line with business performance, etc. the Company considers
the current provision of the Articles of Incorporation is desirable, which enables the Board of Directors
comprising Directors approved by the shareholders to resolve the dividends of surplus.
Proposal No. 4:
Partial Amendments to the Articles of Incorporation (2)1. Contents of the Proposition
Articles of Incorporation Chapter 4 Directors, Board of Directors, and Audit and Supervisory Committee(Executive Directors and Representative Director）
Article 21. 4 (newly established)
Elected Representative Director, and Chair of the Board shall not concurrently hold the position at othercompanies.
2.

Reasons for the Proposition
Chairman Iwao Otsuka of Iyogin Holdings serves as Outside Director of Shikoku Electric Power
Company, Incorporated and annually earns approximately 8.6 million yen of remuneration. The Iyo Bankis certainly a major shareholder of Shikoku Electric Power holding 6,850 thousand shares. However, such
6,850 thousand shares are held by all shareholders of Iyogin Holdings and not privately by Mr. Otsuka.
Further, Mr. Otsuka concurrently serves as Chairman of both Iyo Bank and Iyogin Holdings, and earns
remuneration from both companies.
Shikoku Electric Power apologized to the public in the past for having made unauthorized access tocustomer information, and is a company reported in the press in many ways. Mr. Otsuka serves as Outside
Director of Shikoku Electric Power but his achievements are unheard of. By utilizing its abundant surplus,
Iyogin Holdings will participate in the hotel business worth 25.0 billion yen primarily led by Shikoku
Electric Power. This is a policy that does not prioritize shareholders and Iyogin Holdings seems to be
intrigued to architecture.
Former President, Mr. Koji Morita has also served as Advisor of the Iyo Bank for years, earning 6.0
million yen annually.
Without bothering about dividend payment to shareholders, this company seems to be conventionallyselfish merely focused on “just for now, money and ourselves!”

The Board of Directors’ Opinion on Proposal 4
The Board of Directors objects to this Proposal.
The Company limits the number of concurrent positions to a reasonable level, in accordance with the
supplementary Principle 4-11(ii) of the Corporate Governance Code. Mr. Otsuka has amply fulfilled his
responsibilities as Director of the Company while concurrently serving as Director of Shikoku ElectricPower.
Utilizing the insights and experience gained from concurrently serving as Director at other companies isuseful for the Company in the determination of important matters and the supervision of businessexecution. The Company believes it is not advisable to prevent its Directors from holding a concurrent
position without any proper reason, and allowed to the extent reasonable.
Therefore, the Board of Directors believes that it should not establish a new provision in accordance withthis proposition.
Proposal No. 5:
Partial Amendments to the Articles of Incorporation (3)1. Contents of the Proposition
The shareholder requests to hold a competitive bid for all the construction of buildings commissioned by
Iyogin Holdings instead of a negotiated transaction.
2.

Reasons for the Proposition
The shareholder holds shares in both Shimizu Corporation and Iyogin Holdings. Both companies holdshares in each other and they maintain an amicable relationship for long. Through such connection, thereconstruction of the Nagoya Branch and Fukuoka Branch of Iyogin Holdings was commissioned to
Shimizu Corporation on a negotiated transaction basis. Shareholders are not involved in such process anddo not know how much it costed in total to rebuild these branches.

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As far as the shareholder recollects, Shimizu Corporation failed to declare 2.0 billion yen in the tax audit
dated July 6, 2016. This was due to padding orders with a subcontractor. It was also reported in the press
on February 9, 2024 that Shimizu Corporation would post operating loss of 33.0 billion yen for the fiscal
year ending March 31, 2024.
According to the financial results report for the fiscal year ending March 31, 2024, Shimizu Corporation
was going to record the first-ever operating loss since its listing of shares.
The shareholder objects to the construction of buildings by Iyogin Holdings. A competitive bid which isfair and compelling enough for shareholders is requested when allocating the Company’s precious surplus.
The Board of Directors’ Opinion on Proposal 5
The Board of Directors objects to this Proposal.
The Group makes investment decisions after fully verifying the necessity and appropriateness of thedetails of capital investment such as for branches (investment requirements, selection of a constructor
and amount, etc.).
We also believe that the Articles of Incorporation is a document that describes the basic policy on theorganization and the operation of a company, and to prescribe a provision on a specific matter would not
be appropriate.
Therefore, the Board of Directors believes that it should not establish a new provision in accordance withthis proposition.

Proposal No. 6: Partial Amendments to the Articles of Incorporation (4)1. Contents of the Proposition
The shareholder requests for a reduction of cross-shareholdings because cross-held shares will affect thedemand-supply balance of investors as well as various factors such as a company’s competitiveness andinnovation.
2.

Reasons for the Proposition
a. Iyogin Holdings is ranked the 21st nationwide in the cross-shareholdings survey. The amount on thebalance sheet is 353.7 billion yen and owns shares in 301 companies.
b. Among the 301 companies, Chairman Otsuka serves as Outside Director of Shikoku Electric Powerand annually earns remuneration of 8.6 million yen. Mr. Tetsuo Takeuchi, the incumbent Director,
used to concurrently serve as the Outside Director of Daiki Axis Co., Ltd. until March 2022 and earned
remuneration of at least about 3 million yen. When shareholders objected to Mr. Takeuchi’s concurrent
position, he was replaced with Mr. Toshihisa Miyoshi, an alumnus of the Iyo Bank. The shareholder
feels the benefit of minority shareholders is neglected and also angry with the Iyo Bank which assists
the hereditary personnel appointment of Ohkame Family. This could allow officers to gain another
remuneration through cross-shareholdings. Iyogin Holdings is a company where minority
shareholders are made to suffer eternally with a low dividend payment.
c. Iyogin Holdings is allowed to cover the entire scope of business. However, its main company is the
Iyo Bank. If it just lets senior officers to gain profit by utilizing the shares held by shareholders, it isfar from the open market that Financial Services Agency aims for.
Behaviors detrimental to general shareholders are against the true spirit of corporate governance.

The Board of Directors’ Opinion on Proposal 6
The Board of Directors objects to this Proposal.
Based on the Company’s Corporate Governance Code Principle 1-4. Cross-shareholdings, the Company
defines and discloses the basic policy on reducing cross-shareholdings under the Corporate Governance
Guidelines.
Under the Corporate Governance Guidelines, the Company’s Board of Directors evaluates and categorizes
cross-shareholdings by “investment aspect” and “policy aspect,” and verifies at least once a year whether tocontinue holding stocks to further reduce the cross-shareholdings.
We also believe that the Articles of Incorporation is a document that describes the basic policy on theorganization and the operation of a company, and to prescribe a provision on a specific matter would not beappropriate.
Therefore, the Board of Directors believes that it should not establish a new provision in accordance with this
proposition.
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Proposal No. 7: Partial Amendments to the Articles of Incorporation (5)1. Contents of the Proposition
The basis of shareholder returns is proposed to be changed from a dividend payout ratio to a dividend on
equity ratio.
2.

Reasons for the Proposition
Executive Officers of Iyogin Holdings are also greedy about receiving “Officer’s remuneration” received
from other companies, while disregarding TSE’s requests to improve capital efficiency. Dividends paid
to shareholders are below average.
Iyogin Holdings constructs buildings one after another using its abundant retained earnings, andemployees enjoy an increase in base pay for two consecutive years. The maximum pay raise seems to be
13.8%. Poor shareholders who invested their money are the last to enjoy profit.
Investors care about high-dividend stocks. In recent years, many companies have started to change theirdividend policy. Ambiguous expressions are deleted and clear rules are set.
By shifting the basis of shareholder returns from a dividend payout ratio to a dividend on equity ratio(DOE), the shareholder expects Iyogin Holdings to transform into a company targeting for the DOE of
5% and above.
Iyogin Holdings does not enhance shareholder returns, and relies solely on the Board of Directors todetermine earnings from its main business as the source of dividend payment. It is a typical company
lagging in structural reform.
An improvement worthy of the 13-story headquarters building under construction is necessary by its
completion. Improvement in capital efficiency is necessary as called for by the Tokyo Stock Exchange,
and measures shall be taken to improve the ROE, which stays low at 3.8% while maximizing shareholders’benefit.

The Board of Directors’ Opinion on Proposal 7
The Board of Directors objects to this Proposal.
Our basic stance is to steadily provide returns to the shareholders over a long term and to effectively makeuse of the capital for growth to contribute to developing the local economy, and provides shareholder
returns flexibly in line with business performance, etc. In fact, the Company increased dividend payment
for the fiscal year ended March 31, 2024.
We also believe prescribing specific criteria of shareholders return in the Articles of Incorporation will
harm the agility and the flexibility of the shareholders return, and would not lead to benefit theshareholders over the medium to long term. Therefore, the Board of Directors believes that it should notestablish a new provision in accordance with this proposition.

Proposal No. 8:
1.

2.

Dismissal of one (1) Director (Excluding a Director Serving as Audit andSupervisory Committee Member)Contents of the Proposition
The dismissal of Mr. Hiroshi Nagata, Director (excluding a Director Serving as Audit and Supervisory
Committee Member) is proposed.

Reasons for the Proposition
Mr. Hiroshi Nagata is Senior Managing Director and Representative Director. He has also completely
forgotten that Iyogin Holdings is listed on the Prime Market of the Tokyo Stock Exchange. The Prime
Market, the top-tier market, requires a corporation to satisfy sufficient liquidity and governance levels.
However, Iyogin Holdings misunderstands that Directors are responsible for more than 90% of thecorporate management. It is a peculiar company which thinks least of shareholders’ rights.
“The Prime Market focuses on engaging in constructive dialogue with global investors.” The shareholder
approval rate will not increase no matter how the Company boasts of its profit and is passionate about
constructing buildings. On April 1, 2024 it declared under its medium-term plan to achieve net profit of21

35 billion yen in three years by strengthening its consultation function. For shareholders who suffer fromlow dividend payment, this target of 35 billion yen is a matter of another world.
Dissemination of the Corporate Governance Code and shareholder-oriented management are most sought
after. Shareholders are owners of a company. The Company forgot to promote its corporate governancecode.
The Board of Directors’ Opinion on Proposal 8
The Board of Directors objects to this Proposal.
Since assuming the office, Director and Senior Managing Executive Officer, Mr. Hiroshi Nagata has utilized
his wealth of operational experiences and high-level insight for the determination of important matters and thesupervision of business execution, and he has done his utmost to improve the medium- to long-term corporate
value of the Group, and has amply fulfilled his responsibilities.
End

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