These documents are partial translations of the Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations. (Securities Code: 7167) June 3, 2019 To Shareholders with Voting Rights: Ritsuo Sasajima President Mebuki Financial Group, Inc. 7-2, Yaesu 2-chome, Chuo-ku, Tokyo, Japan
NOTICE OF CONVOCATION OF
THE 3RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 3rd Ordinary General Meeting of Shareholders (the "Meeting") of Mebuki Financial Group, Inc. (the "Company"). The Meeting will be held as described below. If you are unable to attend the Meeting, you can exercise your voting rights in writing by submitting the enclosed Voting Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the Meeting (described hereinafter) and exercise your voting rights. 1.  Date and Time: 2. Place: Tuesday, June 25, 2019 at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.) Conference room, 8th floor, Head Office of The Joyo Bank, Ltd. 5-5, Minami-machi 2-chome, Mito, Ibaraki, Japan (The Company’s Mito Head Office location, Mito City, has been chosen as the Meeting venue. Since the venue is different from the previous year, please refer to "The Venue Information for the Ordinary General Meeting of Shareholders" (Japanese only) at the end of the notice for details.) 3.  Meeting Agenda: Matters to be reported:  1.  The  Business  Report,  Consolidated  Financial  Statements  and  results  of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the Company's 3rd Fiscal Year (from April 1, 2018 to March 31, 2019). 2. Non-consolidated Financial Statements for the Company's 3rd Fiscal Year (from April 1, 2018 to March 31, 2019) Proposals to be resolved: Proposal: Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members) Please note that no live broadcast venue will be set up for this Meeting, and no souvenirs will be provided to shareholders attending this Meeting. We appreciate your understanding.
4.  Exercise of Voting Rights:
Exercise of Voting Rights via Attendance at t the Meeting Please bring this notice with you and submit the enclosed Voting Rights Exercise Form to the reception upon arrival.
Exercise of Voting Rights in
Writing
Please vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by post so that it is received by the deadline. Please use the sticker on the Form to cover and protect your information. Exercise of Voting Rights via the Internet, etc. Please refer to the guidance page (Japanese only) and choose either "method to enter login ID and temporary password” or “method to scan QR code” to vote for or against the proposals by the deadline.
Deadline: Monday, June 24, 2019 at 5:00 p.m. (JST) (1) Handling of duplicate voting If you vote both in writing on the Voting Rights Exercise Form and via the Internet, etc., only your vote placed via the Internet, etc., will be deemed valid. In addition, if you vote multiple times via the Internet, etc., only the last vote will be deemed valid. (2) Matters disclosed on the Internet A. In accordance with laws and regulations as well as Article 14 of the Articles of Incorporation of the Company, items (i) through (iii) below are posted on the Company’s website and are therefore not included with this notice. (i) "Matters regarding stock acquisition rights" in the Business Report (ii) "Consolidated Statements of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements (iii) "Statements of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" in the Non-consolidated Financial Statements The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee are the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements attached to this notice as well as items (i) through (iii) above listed on the Company’s website. The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor are the Consolidated Financial Statements and Non-consolidated Financial Statements attached to this notice as well as items (ii) and (iii) above, which are posted on the Company’s website. B. Please note that any updates to the Reference Documents for the Meeting, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, and other information required on these documents will be posted on the Company's website. Company's website (in Japanese): https://www.mebuki-fg.co.jp/shareholder/
End

Proposals and References
Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory Proposal: Committee Members) The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at t he conclusion of this Meeting. Accordingly, the election of seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed. The Company, in an effort to ensure the objectivity and transparency related to Directors' compensation and appointments, has established a Corporate Governance Committee, as an advisory body to the Board of Directors. The Board of Directors selects candidates for Director based on the deliberation at the Corporate Governance Committee. The Corporate Governance Committee is chaired by an Outside Director, and the majority of its members are also Outside Directors including the Outside Directors of subsidiary banks. ● Opinion of the Audit and Supervisory Committee regarding the selection of Directors (excluding Directors who are Audit and Supervisory Committee Members) At the Audit and Supervisory Committee, the content of this proposal has been deliberated based on reports from Audit and Supervisory Committee Members (Outside Directors) who took part in the discussion at t the Corporate Governance Committee, an advisory body to the Board of Directors. We notify that there are no issues to be declared with regard to this proposal.
attendance at Board of Directors' meetings stated only includes meetings held thereafter.
7 1. There are no specific interests between each candidate and the Company. 2. Mr. Hiromichi Ono and Ms. Yoshimi Shu are candidates for Outside Director. 3. If this proposal is approved, and Mr. Hiromichi Ono and Ms. Yoshimi Shu take office as Outside Director, the Company will enter into agreements, as stipulated in Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, with them to limit their liabilities under Article 423, Paragraph 1 of the Companies Act. The limit of liability under such agreements shall be limited to the minimum amount stipulated by the Article 425, Paragraph 1 of the Companies Act, or the amount previously set of ten (10) million yen or more, whichever is greater, only when Outside Directors performed their duties in good faith and without gross negligence. 4. Mr. Hiromichi Ono and Ms. Yoshimi Shu satisfy "Independence Standards for Outside Directors" of the Company, and the Company will register them as Independent Directors with the Tokyo Stock Exchange who do not have conflicts of interests with general shareholders.
<Reference> Independence Standards for Outside Directors
Independence Standards for Outside Directors of the Company are as follows: - “Independence Standards for Outside Directors” of the Company Outside Directors who are independent from the Company meet the legal requisites for Outside Directors as stipulated in Article 2, Item 15 of the Companies Act and do not fall under any of the following items. (1) A major shareholder of the Company (holding directly or indirectly 10% or more of the voting rights of the Company) or Executive Director, Executive, Manager, or other employee thereof (hereinafter, the “Executive Directors, etc.”) (2) A person who has the Company and its consolidated subsidiaries (together, the "Group") as a major business partner (to which (a) or (b) below applies, and includes its parent company or its significant subsidiaries) or the Executive Directors, etc., thereof (a)  A person who receives payment from the Group of 2% or more of its total consolidated net sales for the most recent fiscal year (b) A person for which borrowings from the Group is the highest, and substituting the borrowings by another fund procurement method in the short term is deemed difficult (3) A major business partner of the Group (to which (a) or (b) below applies, and includes its parent company or its significant subsidiaries) or the Executive Directors, etc., thereof (a)  A person who pays to the Group 2% or more of consolidated gross profit of the Company for the most recent fiscal year (b) A person which is important to the Group in the fund procurement aspect; that is, a major creditor, etc., on which the Group depends to the extent that it is irreplaceable (4) Directors or other Executive Directors, etc., of a corporation or organization which has received donations from the Group for an annual average of more than 10 million yen for the past three years (5) A consultant, accounting specialist, or legal professional (in the case of corporations or other organizations, a person who belongs to such groups is included) who has received from the Group compensation or other property benefit for an annual average of 10 million yen or more, excluding officer remuneration, for the past three years A person who has fallen under any of (1) to (5) above in the past three years (6) An individual affiliated with a party with which the Group has a personnel relationship of mutual (7) dispatch of outside officers An individual whose spouse or relative within the second degree of kinship falls under (1) to (7) (8) above A person which might potentially pose continual and substantial conflicts of interests with overall (9) general shareholders of the Company due to reasons not provided in (1) to (8) above