NOTICE OF CONVOCATION OF THE 153 rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 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. Kansai Urban Banking Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. (Translation) To Shareholders with Voting Rights Securities Code 8545 June 10, 2016 Akira Kitamura Chairman of the Board & CEO Kansai Urban Banking Corporation 2-4, Nishi-Shinsaibashi 1-chome, Chuo-ku, Osaka, Japan NOTICE OF CONVOCATION OF THE 153 rd ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 153 rd Ordinary General Meeting of Shareholders of Kansai Urban Banking Corporation (the Bank ), which will be held as stated below. If you are unable to attend the meeting, you can exercise your voting rights by mail or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by following the instructions on page 3 to 4. Particulars 1. Date and Time: 10:00 a.m. on Wednesday, June 29, 2016(Japan time) 2. Place: The Large Hall, 16th floor of the Head Office of the Bank at 2-4, Nishi-Shinsaibashi 1-chome, Chuo-ku, Osaka, Japan 3. Agenda of the Meeting: Matters to be reported: (1) Business Report and Non-Consolidated Financial Statements for the 153 rd Fiscal Year (from April 1, 2015 to March 31, 2016) (2) Consolidated Financial Statements and results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors for the 153 rd Fiscal Year (from April 1, 2015 to March 31, 2016) Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Seven Directors Proposal 3: Election of Three Corporate Auditors (Details regarding matters to be reported and proposals to be resolved are as stated on page 5 and after.) 1

2 4. Decisions concerning Convocation If you wish to make a diverse exercise of your voting rights, please notify the Bank (the share register agent) in writing of your intention to make a diverse exercise of your voting rights and reasons for doing so no later than three days prior to the day of the meeting. (Requests) (Notification) Those attending the meeting are kindly requested to present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. Air-conditioning at the meeting venue will be moderate, and the Bank s executives and employees will follow the Cool Biz dress code (no neckties). Shareholders are also recommended to dress lightly when attending the meeting. Of the documents to be attached to this notice of convocation, the following items are posted on the Bank s website ( (in Japanese)) in accordance with laws and regulations and the provisions of Article 17 of the Articles of Incorporation of the Bank, and accordingly are not included in this notice of convocation. (1) Notes to Non-consolidated Financial Statements (2) Notes to Consolidated Financial Statements The Non-consolidated Financial Statements and the Consolidated Financial Statements contained in this notice of convocation form a part of the Non-consolidated Financial Statements and Consolidated Financial Statements which were audited in the preparation of the accounting audit reports by the Accounting Auditor and the audit reports by Corporate Auditors. If the Business Report, Non-Consolidated Financial Statements, Consolidated Financial Statements, or Reference Documents for the General Meeting of Shareholders are amended any time up to the day before the meeting, shareholders will be notified via an announcement on the Bank s website ( (in Japanese)). 2

3 Guidance on the Exercise of Voting Rights by Post or via the Internet, etc. If you are unable to attend the meeting, you are requested to exercise your voting rights by either of the following methods. 1. Exercise of Voting Rights by Post Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise Form and return it by post to reach our share register agent no later than 5:00 p.m. on Tuesday, June 28, 2016 (Japan time). Please use the enclosed registration security sticker. 2. Exercise of Voting Rights via the Internet Please access the voting website ( designated by the Bank, and exercise your voting rights no later than 5:00 p.m. on Tuesday, June 28, 2016 (Japan time), after acknowledging the following items. (1) Voting rights may be exercised via the Internet only by using the following voting website designated by the Bank. The website is also accessible by mobile phone internet access. [Voting website URL] * The voting website may also be accessed by scanning the QR Code at the right (provided in the Japanese version) using a mobile phone equipped with a bar code reader. For details on how to use this function, please consult the user s manual for your mobile phone. (QR Code is a registered trademark of DENSO WAVE INCORPORATED.) (2) When exercising voting rights via the Internet, please use the voting rights exercise code and the password printed on the enclosed Voting Rights Exercise Form, and indicate your approval or disapproval for each proposal following the instructions on the screen. (3) If you vote both by post and via the Internet, your vote via the Internet will be treated as effective. (4) If you vote more than once via the Internet, or if you vote both by personal computer and by mobile phone, your last vote will be treated as effective. (5) Any access fees to Internet service providers or communication fees to communications carriers (telephone fees, etc.) for use of the voting website shall be borne by shareholders. (6) The following system environment is required to use the voting website. (i) Must be able to access the Internet. (ii) If using a personal computer to exercise voting rights, you must be able to use Microsoft Internet Explorer 6.0 or later versions as your Internet browser software, and the hardware environment must allow use of the above Internet browser software. (iii) If using a mobile phone to exercise voting rights, the model to be used must be capable of 128bit SSL communication (encrypted communication). (To ensure security, the website only accepts mobile phone models capable of 128bit SSL communication (encrypted communication), and therefore some models cannot be used. Voting rights may also be exercised using mobile phones, including smartphones, with full browser function. Please be advised, however, that this function may not be used with some models.) (Microsoft is a registered trademark of Microsoft Corporation in the United States and other countries.) 3

4 For inquiries regarding exercise of voting rights via the Internet, please contact the following. Our Share Register Agent Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Business Planning Department [For inquiries regarding exercise of voting rights via the Internet] <For other inquiries> (9:00 a.m. to 9:00 p.m. (Japan time)) (9:00 a.m. to 5:00 p.m. (Japan time) on weekdays) 3. Use of Electronic Voting Platform (For Institutional Investors) Institutional investors may also exercise their voting rights electromagnetically in connection with this meeting by using the Electronic Voting Platform operated by ICJ, Inc. 4

5 Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus Dividends of surplus (year-end dividends for the 153 rd fiscal year) In light of the public nature of the banking business, the Bank s fundamental policy is to maintain stable dividend payments while taking due account of the enhancement of capital from the perspective of ensuring management soundness. Under the policy, the Bank proposes to maintain the amount of dividend of surplus for the fiscal year ended March 31, 2016 at per share of common stock, which is unchanged from the previous fiscal year, as described below. Meanwhile, the Bank proposes to pay the prescribed amount of dividend for preferred stock. (1) Dividend type Cash (2) Allocation of dividend property to shareholders and its total amount Common stock of the Bank per share Class 1 preferred stock of the Bank per share Total amount 2,939,800,280 Total amount 1,921,360,000 Total Total amount 4,861,160,280 (3) Effective date of distribution of surplus June 30,

6 Proposal 2: Election of Seven Directors The terms of office of six Directors, Messrs. Kazumasa Hashimoto, Kiyoshi Miura, Ken Ozaki, Yoshiteru Imai, Tetsuya Nishikawa, and Mitsumasa Wada, will expire at the conclusion of this meeting. In addition, Messrs. Shohei Kawaguchi, Satoshi Jajima, Satoru Morishima, and Hiroshi Naito resigned from their posts as Directors as of April 30, 2016, and Mr. Akira Kitamura, Director, will resign as of the conclusion of this meeting. Accordingly, the election of the following seven Directors is proposed. The candidates to serve as Directors are as follows. Candidate 1 2 Kazumasa Hashimoto (April 3, 1953) Kiyoshi Miura (July 3, 1957) Career summary, position, responsibility and April 1976 Joined Sumitomo Bank April 2004 Executive Officer of Sumitomo Mitsui Banking Corporation ( SMBC ) April 2007 Managing Executive Officer of SMBC Deputy Executive Officer Responsible for Corporate Banking Division (in charge of West Japan) May 2010 Adviser of GINSEN CO., LTD. June 2010 Representative Director and President of GINSEN CO., LTD. April 2014 Adviser of the Bank June 2014 President & COO of the Bank (to present) [Reasons for nomination as a candidate for Director] Since assuming the post of President of the Bank, Mr. Kazumasa Hashimoto has played a leading role in management as the top executive for two years. He has a sufficient career and achievements as Director, and he can be expected to contribute to the further development of the Bank through his advanced abilities and deep insight. April 1980 April 2010 April 2012 May 2014 June 2014 June 2014 April 2016 Joined Sumitomo Bank Executive Officer of SMBC General Manager of Osakakita Corporate Business Division Managing Executive Officer of SMBC Deputy Executive Officer Responsible for Corporate Banking Division (in charge of West Japan) Adviser of the Bank Deputy President of the Bank Director and Deputy President of the Bank Director and Deputy President of the Bank In charge of Sales Management Department, Business Development Department, Information Development Department, Private Advisory Department, Electronic Commerce Banking Department, Consumer Banking Business Department (to present) [Reasons for nomination as a candidate for Director] Since assuming the post of Director of the Bank, Mr. Kiyoshi Miura has played a leading role in management as Representative Director for two years. He has a sufficient career and achievements as Director, and he can be expected to contribute to the further development of the Bank through his advanced abilities and deep insight. 5,541 1,567 6

7 Candidate 3 4 Ken Ozaki (January 15, 1956) Yoshiteru Imai (September 15, 1955) Career summary, position, responsibility and April 1979 Joined the Bank April 2008 Executive Officer of the Bank April 2011 Managing Officer of the Bank June 2012 Director and Managing Officer of the Bank April 2014 Director and Senior Managing Officer of the Bank April 2015 Director and Senior Managing Officer of the Bank In charge of Operations Planning Department, System Department, Credit & Investment Planning Department, Mortgage Management Department, Treasury and Securities Department (to present) [Reasons for nomination as a candidate for Director] Mr. Ken Ozaki has served as Director of the Bank for four years. He has a sufficient career and achievements as Director, and he can be expected to contribute to the further development of the Bank through his advanced abilities and deep insight. April 1980 April 2009 April 2012 June 2014 April 2015 April 2016 Joined Kofuku Sogo Bank Executive Officer of the Bank Managing Officer of the Bank Director and Managing Officer of the Bank Director and Senior Managing Officer of the Bank Director and Senior Managing Officer of the Bank In charge of Corporate Business Department, Housing Business Department, Overseas Business Department (to present) [Reasons for nomination as a candidate for Director] Mr. Yoshiteru Imai has served as Director of the Bank for two years. He has a sufficient career and achievements as Director, and he can be expected to contribute to the further development of the Bank through his advanced abilities and deep insight. 2,317 1,272 7

8 Candidate 5 6 Sumihiko Murai (September 28, 1957) Tetsuya Nishikawa (November 21, 1970) April 1981 June 2003 June 2005 April 2008 April 2010 May 2011 May 2013 June 2013 April 2014 April 2016 Career summary, position, responsibility and Joined Sumitomo Bank General Manager of Wakayama Corporate Business Office of SMBC General Manager of Umeda Corporate Business Office II of SMBC General Manager of Kobe Corporate Business Office I of SMBC Seconded to Chishima Real Estate Co., Ltd. Managing Director of Chishima Real Estate Co., Ltd. Deputy Executive Officer of the Bank Deputy in charge of Corporate Business Department and Overseas Business Department Deputy Executive Officer of the Bank Deputy in charge of Sales Management Department, Corporate Business Department and Overseas Business Department Managing Officer of the Bank Senior Managing Officer of the Bank In charge of Credit Screening Department, Business Consulting Department and Finance Facilitation Promotion Department (to present) [Reasons for nomination as a candidate for Director] After holding positions including General Manager of Corporate Business Office at Sumitomo Mitsui Banking Corporation, Mr. Sumihiko Murai joined the Bank in 2013, serving as Managing Officer and Senior Managing Officer. He has a sufficient career and achievements as Director, and he can be expected to contribute to the further development of the Bank through his advanced abilities and deep insight. October 1994 Joined Asahi & Co. (currently KPMG AZSA LLC) April 1998 Registered as a certified public accountant December 2006 Registered as a tax accountant January 2007 Resigned from KPMG AZSA LLC January 2007 Representative Director of Dojima International Management Office, Co., Ltd. (currently Diffa Co., Ltd.) (to present) June 2007 Corporate Auditor of Biwako Bank March 2010 Corporate Auditor of the Bank June 2014 Director of the Bank (to present) [Reasons for nomination as a candidate for Outside Director] Mr. Tetsuya Nishikawa has served as Outside Director of the Bank for two years, and it can be expected that his specialized point of view as a certified public accountant and tax accountant as well as his deep insight regarding management will continue to be reflected in the management of the Bank. 1,

9 Candidate Career summary, position, responsibility and April 1973 Joined Sumitomo Bank June 2002 Executive Officer of SMBC General Manager of Information System Planning Department of SMBC April 2004 Director and Managing Officer of The Japan Research Institute, Limited July 2006 Executive Officer of Japan Post Holdings Co., Ltd. (General Manager of IT System Department) October 2007 Managing Executive Officer of Japan Post Holdings Co., Ltd. Mitsumasa Wada April 2008 Managing Executive Officer of Sumitomo 0 7 Mitsui Card Company, Limited (March 18, 1951) June 2009 Director and Senior Managing Executive Officer of Sumitomo Mitsui Card Company, Limited June 2012 Adviser of The SC Card Business Co., Ltd. June 2012 President of The SC Card Business Co., Ltd. June 2014 Director of the Bank (to present) [Reasons for nomination as a candidate for Outside Director] Mr. Mitsumasa Wada has served as Outside Director of the Bank for two years, and it can be expected that his extensive knowledge regarding banking operations, particularly banking systems, and his deep insight regarding management will continue to be reflected in the management of the Bank. Notes: 1. No special interest exists between each candidate for Director and the Bank. 2. Mr. Kiyoshi Miura s career summary at Sumitomo Mitsui Banking Corporation, the parent company of the Bank, over the past five years is as described in the above table. Mr. Mitsumasa Wada s career summary at Sumitomo Mitsui Card Company, Limited, a specified related business operator of the Bank, over the past five years is as described in the above table. 3. Messrs. Tetsuya Nishikawa and Mitsumasa Wada are candidates for Outside Director. 4. Messrs. Tetsuya Nishikawa and Mitsumasa Wada are currently Directors of the Bank, and their terms of office, since assuming the position, will have been two years at the conclusion of this meeting. 5. The Bank has registered Mr. Tetsuya Nishikawa as Independent Director as specified in the relevant provisions of the financial instruments exchanges. If this proposal is approved as proposed, the Bank will continue to register him as Independent Director. 6. If this proposal is approved as proposed, the Bank intends to enter into an agreement with Messrs. Tetsuya Nishikawa and Mitsumasa Wada to limit their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act. Under the agreement, the limit amount of liability for damages is the minimum amount stipulated by laws and regulations. 9

10 Proposal 3: Election of Three Corporate Auditors The terms of office of Corporate Auditors, Messrs. Sadahiro Nakamura and Kengo Miyauchi, will expire and Corporate Auditor, Mr. Takeshi Kubo, will resign at the conclusion of this meeting. Accordingly, the election of the following three Corporate Auditors is proposed. The Board of Corporate Auditors has given its consent to the submission of this proposal. The candidates to serve as Corporate Auditor are as follows. Candidate 1 Satoru Morishima (December 25, 1955) Career summary, position and April 1979 Joined Sumitomo Bank April 2004 General Manager of Joto Corporate Business Office of SMBC October 2010 Executive Officer of the Bank October 2012 Managing Officer of the Bank June 2013 Director and Managing Officer of the Bank April 2014 Director and Senior Managing Officer of the Bank May 2016 Adviser of the Bank (to present) [Reasons for nomination as a candidate for Corporate Auditor] Having served as Director of the Bank for three years, Mr. Satoru Morishima has extensive experience and deep knowledge of the banking business practice, including in the credit screening division. Furthermore, he can be expected to contribute to ensuring the soundness of management by conducting audits of the Bank from a neutral and objective standpoint. 2,107 10

11 Candidate 2 Masahiro Kawai (October 17, 1959) Career summary, position and April 1983 Joined Kofuku Sogo Bank August 2004 General Manager of Business Solution Sales Department IV of the Bank August 2005 General Manager of Risk Planning Department and Head of Basel II Preparation Office of the Bank April 2006 General Manager of Integrated Risk Administration Department and Head of Basel II Preparation Office of the Bank April 2007 General Manager of Integrated Risk Management Department and Head of Operational Risk Management Office of the Bank April 2009 General Manager of Corporate Risk Management Department and Head of Operational Risk Management Office and General Manager of Integrated Risk Management Department of the Bank March 2010 General Manager of Corporate Risk Management Department of the Bank April 2011 Executive Officer of the Bank April 2014 Managing Officer of the Bank May 2016 Adviser of the Bank (to present) [Reasons for nomination as a candidate for Corporate Auditor] Having served as an Executive Officer and Managing Officer of the Bank, Mr. Masahiro Kawai has extensive experience and deep knowledge of the banking business practice, including in the risk management division. Furthermore, he can be expected to contribute to ensuring the soundness of management by conducting audits of the Bank from a neutral and objective standpoint. 1,719 11

12 Candidate Career summary, position and April 1975 Joined Sumitomo Bank April 1994 General Manager of Shinagawa Higashiguchi Branch of Sumitomo Bank April 1996 General Manager of Public Service Department of Sumitomo Bank July 1998 General Manager of Corporate Planning Department of Sumitomo Bank April 2000 General Manager of Tokyo Business Department II, Tokyo Business Division of Sumitomo Bank April 2001 General Manager of Business Department V, Head Office of SMBC June 2002 General Manager of Ningyocho Corporate Business Office of SMBC June 2004 Standing Corporate Auditor of SMBC Tatsumasa June 2007 Representative Senior Managing Director 0 Matsumoto 3 and Senior Managing Executive Officer of (November 13, GINSEN CO., LTD. 1952) June 2011 Representative Director and Senior Managing Executive Officer of GINSEN CO., LTD. April 2014 Representative Director and Deputy President Executive Officer of GINSEN CO., LTD. (to present) [Reasons for nomination as a candidate for Outside Corporate Auditor] After holding numerous positions including General Manager of Corporate Business Office at Sumitomo Mitsui Banking Corporation, Mr. Tatsumasa Matsumoto served as Standing Corporate Auditor at Sumitomo Mitsui Banking Corporation for three years from It can be expected that his extensive experience in banking operations and deep insight regarding management will be reflected in the Bank s auditing. Notes: 1. No special interest exists between each candidate for Corporate Auditor and the Bank. 2. Mr. Tatsumasa Matsumoto is a candidate for Outside Corporate Auditor. 3. If this proposal is approved as proposed, the Bank intends to enter into an agreement with Mr. Tatsumasa Matsumoto to limit his liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act. Under the agreement, the limit amount of liability for damages is the minimum amount stipulated by laws and regulations. 12