Mebuki Financial : Notice of Convocation of The 7th Ordinary General Meeting of Shareholders 2023

These documents are partial translations of the Japanese originals for reference purposes only.

In the event of any discrepancy between these translations and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other form of damages arising from the translations.

(Securities Code: 7167) June 1, 2023 (Date of commencement of electronic provision measures: May 29, 2023)

To Shareholders with Voting Rights:

Tetsuya Akino

President

Mebuki Financial Group, Inc.

2-1-1 Nihonbashi Muromachi,

Chuo-ku,Tokyo, Japan

NOTICE OF CONVOCATION OF

THE 7TH ORDINARY GENERALMEETINGOF SHAREHOLDERS

The 7th Ordinary General Meeting of Shareholders (the "Meeting") of Mebuki Financial Group, Inc. (the "Company") will be held as described below.

When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following website.

The Company's website: https://www.mebuki-fg.co.jp/eng/shareholder/stock/generalmeeting.html

In addition to the website shown above, the Company has also posted this information on the following website.

Tokyo Stock Exchange (TSE) website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To view the information, please access the TSE website above, enter the name of the Company in the "Issue name (company name)" field or the securities code in the "Code" field, and click on "Search" to find search results. Then, please select "Basic information" and "Documents for public inspection/PR information"in that order .

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1. Date and Time: Thursday, June 22, 2023 at 10:00 a.m. (JST)

(Reception opens at 9:00 a.m.)

2. Place:	Head Office 8th Floor Main Conference Room, The Joyo Bank, Ltd.
5-5,Minami-machi2-chome, Mito, Ibaraki, Japan
	(The Company's Mito Head Office location, Mito City, has been chosen
	as the Meeting venue. 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 7 th Fiscal Year (from April 1, 2022 to March 31, 2023)

2. Non-consolidated Financial Statements for the Company's 7th Fiscal Year (from April 1, 2022 to March 31, 2023)

Proposals to be resolved:

Proposal No. 1: Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Proposal No. 2: Election of One (1) Director who is an Audit and Supervisory Committee Member

Please note that no live broadcast venue will be set up for the Meeting, and no gifts will be provided to shareholders attending the Meeting. We appreciate your understanding.

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4. Exercise of Voting Rights:

Exercise of Voting Rights via Attendance at the Meeting

Please bring the notice with you and submit the enclosed Voting Rights Exercise Form to the reception upon arrival.

Date and Time:

Thursday, June 22, 2023 at 10:00 a.m. (JST)

(Reception opens at 9:00 a.m.)

Exercise of Voting Rights by Post

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.

Deadline:

Wednesday, June 21, 2023 at 5:00 p.m. (JST)

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:

Wednesday, June 21, 2023 at 5:00 p.m. (JST)

1. Handling of duplicate voting
   If you vote both by post 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 your last vote will be deemed valid.
2. Matters subject to the electronic provision measures that are not provided in the paper-based documents delivered to shareholders

1. For this Meeting, the Company will send paper-based documents of the matters subject to electronic provision measures to all shareholders regardless of whether they made a request for delivery of documents. However, 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 not included with the paper-based documents.
2. 1. "Matters regarding stock acquisition rights" in the Business Report
   2. "Consolidated Statements of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
   3. "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 posted 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 posted on the Company's website.

1. Please note that any revision to matters in the Reference Documents for the General Meeting of Shareholders, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements will be posted on the Company's website.

1. Any voting right exercised without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
2. A video of the Meeting is to be distributed after the conclusion of the Meeting (to be posted from 5:00p.m. JST on the meeting date) on the Company's website. For inquiries about the video, please contact:
   General Affairs Group, Corporate Management Department, Mebuki Financial Group, Inc. TEL: [phone] (operating hours: 9:00a.m. - 5:00p.m. JST on weekdays)
   The Company's website (in Japanese): https://www.mebuki-fg.co.jp/shareholder/stock/generalmeeting.html

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• I f y o u e x e r c i s e voting rights by proxy, please appoint as a proxy one of the other shareholdersholding voting rights of the Company. You cannot appoint more than one shareholder as your proxy.
• Please note that the Meeting will be heldin Cool Biz (light) dress code. We appreciate your attendance in casual attire.

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Reference Documents for the General Meeting of Shareholders

Proposal and References

Proposal No. 1: Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of the Meeting. Accordingly, the election of seven (7) Directors (excluding Directors who areAudit and Supervisory Committee Members) is proposed.

The Company, in an effort to ensure objectivity and transparency in connection with 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 deliberations 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 the Corporate Governance Committee, an advisory body to the Board of Directors. There are no issues to be declared with regard to this proposal.

The candidates are as follows:

				Attendance
				at Board of
No.	Name	Current positions and responsibilities at the Company	Directors
				(FY2022)
				(*Note 1)
1	Tetsuya Akino	[Reappointme	President (Representative Director)	100%
nt]	(12/12)
2	Kazuyuki	[Reappointme	Executive Vice President (Representative Director)	100%
Shimizu	nt]	(12/12)
3	Kiyoshi Nozaki	[Reappointme	Director	100%
nt]	(12/12)
			Director
		[Reappointme	In charge of Corporate Management, Risk	100%
4	Yoshihiro Naito	Management, Information Security, and Group Anti-
nt]	(12/12)
		money Laundering (Corporate Management
			Department)
5	Toshihiko Ono	[Reappointme	Director	100%
In charge of Corporate Planning (Corporate Planning	(10/10)
nt]
		Department)	(*Note 2)
		[Reappointme
6	Hiromichi Ono	nt]	Director (Outside Director)	100%
[Outside]	(12/12)
		[Independent]
		[Reappointme
7	Yoshimi Shu	nt]	Director (Outside Director)	100%
[Outside]	(12/12)
		[Independent]

(Notes)

1. In addition to the above, there were three resolutions in writing deemed to have been passed as resolutions of the Board of Directors.
2. As Mr. Toshihiko Ono (No. 5) assumed the office of Director of the Company on June 24, 2022, the attendance at Board of Directors' meetings stated only includes meetings held thereafter.

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No.	Name			Career summary, positions, responsibilities	Number of
		shares of the
(Date of birth)			and significant concurrent positions
			Company held
			Apr.	1986	Joined The Joyo Bank, Ltd.
			Mar.	2006	Corporate Management Division
			Jun.	2008	Deputy General Manager, Business Administration
					Division
			Jun.	2011	Senior Deputy General Manager, Business Administration
					Division
			Jun.	2012	General Manager, Shimotsuma Branch
			Jun.	2013	General Manager, Corporate Risk Management Division
			Jun.	2015	General Manager, Personnel Division
			Jun.	2016	Executive Officer and General Manager, Personnel
	Reappointment		Oct.	2016	Division
			General Manager, Corporate Management Department, the	102,249
	Tetsuya Akino			Company
	Jun.	2017
	(May 23, 1963)	General Manager, Corporate Planning Department, the
					Company
1					Executive Officer and General Manager, Corporate
				Planning Division, The Joyo Bank, Ltd.
			Jun.	2018	Director, in charge of Corporate Planning, the Company
					Managing Director, The Joyo Bank, Ltd.
			Jun.	2020	Director, Managing Executive Officer
			Apr.	2022	President (current position)
			Jun.	2022	President, the Company (current position)

(Significant concurrent positions) President, The Joyo Bank, Ltd.

• Reasons for being selected as a Candidate
  Mr. Tetsuya Akino took office as Director of the Company and Managing Director of The Joyo Bank, Ltd. in

June 2018 and has served as Director and Managing Executive Officer of The Joyo Bank, Ltd., and President of The Joyo Bank, Ltd. since April 2022, as well as President of the Company since June 2022, accumulating abundant experience and achievements as a manager. He is selected as a candidate for Director (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same shall apply) in the expectation that he will continue to contribute to the management of the Company.

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