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 Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8388)
June 3, 2022
To Shareholders with Voting Rights:
Susumu Nagaoka
President and Director
The Awa Bank, Ltd.
24-1, Nishisemba-cho 2-chome,
Tokushima, JapanNOTICE OF CONVOCATION OF
THE 210TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Thank you for your continued support and patronage of The Awa Bank, Ltd.
We would like to express our sincere condolences to those who have contracted COVID-19, and everyone
affected by the pandemic.
We are pleased to inform our shareholders that the 210th Annual General Meeting of Shareholders of The
Awa Bank, Ltd. (the “Bank”) will be held as outlined below.
Due to the continuing COVID-19 pandemic, we ask shareholders to exercise their voting rights inadvance, either in writing or online, wherever possible to ensure the continued health and safety of allshareholders and prevent the further spread of infection. Please review the Reference Documents for the
General Meeting of Shareholders attached below before exercising your voting rights.
1. Date and Time:
2. Venue:

Wednesday, June 29, 2022 from 10:00 a.m. (JST)
Large Conference Room, 3rd Floor, The Awa Bank, Ltd. Head Office24-1, Nishisemba-cho 2-chome, Tokushima, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 210th Fiscal Year (from April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the Bank’s 210th Fiscal Year (from
April 1, 2021 to March 31, 2022) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee
Proposals to be resolved:
Proposal No. 1: Partial amendments to the Articles of Incorporation
Proposal No. 2: Election of eight (8) Directors (not including Directors who are Audit &Supervisory Committee Members)
Proposal No. 3: Election of four (4) Directors who are Audit & Supervisory Committee
Members

How to Exercise Your Voting Rights
In person

In writing

OnlineMeeting date and time: Wednesday, June 29, 2022 at 10:00 a.m. (JST)If you will be attending in person, please present the enclosed Voting Rights
Exercise Form to the receptionist on arrival at the General Meeting.
Deadline: Form must arrive by 5:30 p.m., Tuesday, June 28, 2022 (JST)Please indicate your vote for or against the proposals on the enclosed Voting
Rights Exercise Form and return it to the Securities Agent Department ofJAPAN SECURITIES AGENTS, LTD. so that it is received by the deadline
indicated above.
Deadline: Tuesday June 28, 2022 at 5:30 p.m. (JST)Please access the Bank’s designated voting website (https://www.e-sokai.jp/)(in Japanese), follow the instructions on the screen, and indicate your vote foror against the proposals by the deadline indicated above.

1. Rules on duplicate voting
If you exercise your voting rights both in writing and online as described above, only the vote made online
will be valid, regardless of the timing of the votes.
In addition, if you submit your vote multiple times online, only the most recent vote will be valid.
2. Exercise of voting rights by proxy
Exercise of voting rights by proxy will be limited to cases where another shareholder with voting rights is
appointed as a proxy. Only one such proxy can be appointed.
End

◎

◎

◎

Documents that need to be provided to the shareholder along with this Notice of Convocation (including
the System to Ensure Appropriate Governance in the Business Report, the Non-Consolidated Statementof Changes in Equity, the Notes to the Non-consolidated Financial Statements, the Consolidated
Statement of Changes in Equity, and the Notes to the Consolidated Financial Statements) are posted on
the Bank’s website (https://www.awabank.co.jp/) (in Japanese) in accordance with laws and regulations
as well as Article 16 of the Articles of Incorporation of the Bank, and are therefore not included in thisdocument. As a result, the documents attached to this Notice of Convocation constitute part of the
non-consolidated and consolidated financial statements audited by the Accounting Auditor while
preparing their accounting audit report, and part of the business report and non-consolidated andconsolidated financial statements audited by the Audit & Supervisory Committee in preparing its audit
report.
Please note that the temperature of the air conditioning at the venue will be set slightly higher than usual
to save electricity. Attending shareholders are advised to dress in lighter clothing suitable for warmer
temperatures.
Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report,
and the Non-consolidated Financial Statements and the Consolidated Financial Statements will be
posted on the Bank’s website (https://www.awabank.co.jp/) (in Japanese).

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

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into force on September 1, 2022.
Therefore, to prepare for the introduction of a system for electronic provision of materials for general
meetings of shareholders, the Articles of Incorporation of the Bank shall be amended as follows:(1) The proposed Article 16, Paragraph 1 stipulates that information contained in the reference materials forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in documentation provided on paper to be sent to shareholders who have requestedit.
(3) The provisions related to online disclosure and deemed provision of reference materials for the general
meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will no longer berequired and will therefore be deleted.
(4) In line with the above establishment and deletion of provisions, the Bank shall establish supplementaryprovisions related to the effective date, etc.
2. Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation
Article 16 (Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
The Bank may, when convening a general meeting ofshareholders, deem that it has provided information toshareholders pertaining to matters to be described orindicated in the reference materials for the general
meeting of shareholders, business report,
non-consolidated financial statements, andconsolidated financial statements, by disclosing suchinformation through the internet in accordance withthe provisions provided in the Ordinance of the
Ministry of Justice.

(Amended parts are underlined.)
Proposed Amendments<Deleted>

Article 16 (Measures for Electronic Provision, Etc.)<Newly established>

1. The Bank shall, when convening a general meetingof shareholders, provide information contained in
the reference materials for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided electronically, theBank may choose not to include all or part of thematters stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.

Current Articles of Incorporation
Supplementary provisions

Proposed Amendments
Supplementary provisions

Article 1 (Interim Measures Related to Exemption of
Audit & Supervisory Board Members’ Liabilities)(Article text omitted)

Article 1 (Interim Measures Related to Exemption of
Audit & Supervisory Board Members’ Liabilities)(No change)<Newly established>

Article 2 (Interim Measures Related to the Measures forElectronic Provision)
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Materials for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and the proposed
Article 16 (Measures for Electronic Provision, Etc.)
shall come into effect on September 1, 2022 (the“Effective Date”), which is the date of enforcementof the amended provisions stipulated in the proviso
of Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (ActNo. 70 of 2019).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 (Internet Disclosure andDeemed Provision of Reference Materials for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six months
from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective Dateor the lapse of three months from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.

Proposal No. 2: Election of eight (8) Directors (Directors who are not Audit & Supervisory Committee
Members)
The terms of office of all eight (8) incumbent Directors (Directors who are not Audit & Supervisory
Committee Members; the same shall apply hereinafter in this proposal) will expire at the conclusion of thisAnnual General Meeting of Shareholders. The Bank therefore proposes the election of eight (8) Directors.
The Audit & Supervisory Committee discussed this proposal and determined that there were no particularmatters that needed to be stated at this General Meeting in accordance the provisions of the Companies Act.
The candidates for Directors have been decided by the Board of Directors upon consultation by theAdvisory Committee.
The candidates for Directors are as follows:
Number of
CandidateNo.

Current positions, etc.

Nameat the Bank

Significant concurrent positions

concurrent
positions at listedcompanies

Reappointment

1

Yoshifumi Okada

Male

Chairman and Director

Susumu Nagaoka

Male

President and Director(Representative Director)

Takehisa Fukunaga

Male

Senior Managing Director(Representative Director)-

0

Shiro Yamato

Male

Managing Director-0

Hirokazu Nishi

Male

Managing Director

-

0

-

0

-

0

-

0

Reappointment

2
Reappointment

3
Reappointment

4
Reappointment

5
Reappointment

6

Masahiro Yamashita

Male

Hiroaki Mikawa

MaleTeruaki Ito

Male

New
appointment

7
New
appointment

8

Director, The Awa Bank
Academic and Cultural
Promotion Foundation;
Director, The Awa Bank
Welfare Fund; Acting
Director, Tokushima
Corporation Association
Chairman, Tokushima
Prefecture Bankers
Association; Director,
Tokushima Economic
Research Institute

Director and Managing
Executive Officer; General
Manager, Kansai Area Branch;
General Manager, Osaka Branch
Executive Officer; General
Manager, Northern Tokushima
Area Branch; General
Manager, Naruto Branch andGeneral Manager, Otsu
BranchExecutive Officer; General
Manager, Kanto Area Branch;
General Manager, Tokyo
Branch

0

0

No.

Name
(Date of birth)

Yoshifumi Okada(September 6, 1956)(65 years old)Male
Reappointment
1

Attendance at theBoard of Directors'
meetings:
12/12 (100%)Career summary, positions and responsibilities at the Bankand significant concurrent positions

Number ofshares of the
Bank held

April 1979
Joined the Bank
June 1998
General Manager, Kawauchi Branch
February 2000 General Manager, Nishi Osaka Branch
June 2001
General Manager, Credit Division
June 2004
Director, General Manager, Corporate Planning
Division
June 2006
Managing Director
June 2008
President and Director (Representative Director)
April 2017
Chairman and Director (current position)(Significant concurrent positions)
Director, The Awa Bank Academic and Cultural Promotion
Foundation; Director, The Awa Bank Welfare Fund; Acting
Director, Tokushima Corporation Association

Number of years in [Reason for nomination as a Director candidate]
Mr. Okada has extensive work experience in the credit andoffice as Director:
18 years
corporate planning divisions, in addition to the sales division,(At the conclusion of and is well versed in the business of the Bank. He has served as
this general meeting) a Director since 2004, the President and Director since 2008, andthe Chairman and Director since 2017, and has properly
executed his duties in these positions. He has been nominated asa candidate for Director as he is expected to continue tocontribute to the management of the Bank by drawing on thisexperience and knowledge.

21,943No.

Name(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1980
January 1997
August 2000
June 2002
June 2004
June 2006

Susumu Nagaoka(January 12, 1957)(65 years old)Male
Reappointment
2

Attendance at theBoard of Directors'
meetings:
12/12 (100%)

Joined the Bank
General Manager, Edogawa Branch
General Manager, Aizumi Branch
General Manager, General Administration Division
General Manager, Sales Promotion Division
Executive Officer, General Manager, Credit
Division
June 2008
Director, General Manager, Human Resources
Division
June 2010
Director; General Manager, Tokyo Branch
June 2012Managing Director
June 2016
Senior Managing Director
April 2017
President and Director (Representative Director)(current position)(Significant concurrent positions)
Chairman, Tokushima Prefecture Bankers Association; Director,
Tokushima Economic Research Institute

Number ofshares of the
Bank held

Number of years in
office as Director: [Reason for nomination as a Director candidate]
14 years
Mr. Nagaoka has extensive work experience in the credit and(At the conclusion of human resources divisions, in addition to the sales division, andthis general meeting) is well versed in the business of the Bank. He has served as a
Director since 2008, a Senior Managing Director since 2016, and
the President and Director since 2017, and has properly executed
his duties in these positions. He has been nominated as a
candidate for Director as he is expected to continue to contributeto the management of the Bank by drawing on this experienceand knowledge.

13,900No.

Name(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1984
June 2003
June 2005
June 2007

Takehisa
Fukunaga(August 28, 1961)(60 years old)3

June 2008
June 2009
June 2010
June 2012

Male
Reappointment

June 2013

Attendance at theBoard of Directors'
meetings:
12/12 (100%)

June 2014
June 2019
June 2021

Joined the Bank
General Manager, Itano Branch
General Manager, Sakai Branch
General Manager, Corporate Administration
Division
General Manager, Credit Division
General Manager, Corporate Planning Division
Executive Officer; General Manager, Corporate
Planning Division
Director; General Manager, Corporate Planning
Division; General Manager, Management Quality
Promotion Division
Director; General Manager, Human Resources
DivisionManaging Director
Senior Managing Director
Senior Managing Director (Representative
Director) (current position)(In charge of the Business Management Division)

Number of years in
office as Director:
10 years[Reason for nomination as a Director candidate](At the conclusion of Mr. Fukunaga has extensive work experience in the corporate
this general meeting) planning and human resources divisions, in addition to the sales
division, and is well versed in the business of the Bank. He hasserved as a Director since 2012, a Managing Director since2014, and a Senior Managing Director since 2019, and has
properly executed his duties in these positions. He has been
nominated as a candidate for Director as he is expected tocontinue to contribute to the management of the Bank bydrawing on this experience and knowledge.

Number ofshares of the
Bank held

6,878

No.

Name
(Date of birth)

Shiro Yamato(June 26, 1962)(59 years old)Male
Reappointment
4

Attendance at theBoard of Directors'
meetings:
12/12 (100%)Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1986
Joined the Bank
February 2004 Section Chief, Human Resources Section, Human
Resources Division
February 2008 General Manager, Wakimachi Branch
June 2010
General Manager, Nishi Osaka Branch
June 2013
Department Manager, Corporate Planning Division
and General Manager, Management Quality
Promotion Division
June 2014
Executive Officer; General Manager, Business
Management Division; General Manager, Value
Project Division
June 2015
Executive Officer; General Manager, Credit
Division
June 2017Managing Executive Officer; General Manager,
Administration Headquarters
June 2018
Director; Managing Executive Officer; General
Manager, Administration Headquarters
June 2020
Managing Director; General Manager,
Administration Headquarters (current position)(In charge of Administration Headquarters(Business Administration Division, Risk
Management Division))

Number of years in
office as Director:
4 years(At the conclusion ofthis general meeting) [Reason for nomination as a Director candidate]
Mr. Yamato has extensive work experience in the humanresources, corporate planning and credit divisions, in addition to
the sales division, and is well versed in the business of the Bank.
He has served as an Executive Officer since 2014, a Director
since 2018 and a Managing Director since 2020, and has
properly executed his duties in these positions. He has been
nominated as a candidate for Director as he is expected tocontinue to contribute to the management of the Bank bydrawing on this experience and knowledge.

Number ofshares of the
Bank held

2,940

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1994
June 2009

Hirokazu Nishi(April 27, 1971)(51 years old)Male
Reappointment
5

Attendance at theBoard of Directors'
meetings:
12/12 (100%)

Joined the Bank
General Manager, Management Quality Promotion
Division
August 2011 Section Chief, Planning Section, Corporate
Planning Division
June 2013
General Manager, Yamakawa Branch
February 2015 General Manager, Matsuyama Branch
June 2016
General Manager, Securities and International
Division
June 2017
Executive Officer; General Manager, Business
Management Division; General Manager, Value
Project Division
June 2019
Director, General Manager, Business Management
Division
June 2020
Managing Director (current position)(In charge of the Sales Promotion Division)

Number ofshares of the
Bank held

Number of years in [Reason for nomination as a Director candidate]
office as Director:
Mr. Nishi has extensive work experience in the corporate
3 years(At the conclusion of planning and securities divisions, in addition to the sales
this general meeting) division, and is well versed in the business of the Bank. He hasserved as an Executive Officer since 2017, a Director since 2019,
and a Managing Director since 2020, and has properly executed
his duties in these positions. He has been nominated as a
candidate for Director as he is expected to continue to contributeto the management of the Bank by drawing on this experienceand knowledge.

2,700

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions

Masahiro
Yamashita(July 16, 1969)(52 years old)

April 1992
Joined the Bank
February 2008 Section Chief, Human Resources Section, Human
Resources Division
February 2011 General Manager, Showacho Branch
June 2012
General Manager, Higashi Osaka Branch
June 2014
General Manager, Business Administration
Division
June 2015
Executive Officer; General Manager, Business
Management Division; General Manager, Value
Project Division
June 2017
Executive Officer; General Manager, Risk
Management Division
June 2018
Executive Officer; General Manager, Anan Branchand General Manager, Minobayashi Branch
June 2020
Managing Executive Officer; General Manager,
Osaka Branch
June 2021
Director; Managing Executive Officer; General
Manager, Osaka Branch
April 2022
Director; Managing Executive Officer; General
Manager, Kansai Area Branch; General Manager,
Osaka Branch (current positions)

Male

Reappointment

6

Attendance at theBoard of Directors'
meetings:
10/10 (100%)

Number of years in
office as Director:
1 year[Reason for nomination as a Director candidate](At the conclusion of Mr. Yamashita has extensive work experience in thethis general meeting) administration, corporate planning and risk management
divisions, in addition to the sales division, and is well versed in
the business of the Bank. He has served an Executive Officer
since 2015, a Managing Executive Officer since 2020, and a
Director since 2021, and has properly executed his duties inthese positions. He has been nominated as a candidate for
Director as he is expected to continue to contribute to the
management of the Bank by drawing on this experience andknowledge.

Number ofshares of the
Bank held

4,600

No.

Name
(Date of birth)

Hiroaki Mikawa(May 1, 1968)(54 years old)Male

New appointment

7

Attendance at theBoard of Directors'
meetings:-

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1991
Joined the Bank
February 2010 Section Chief, Credit Section, Credit Division
August 2011 General Manager, Katsuura Branch
June 2013
General Manager, Marugame Branch
June 2015
General Manager, Himeji Branch
June 2017
General Manager, Securities and International
Division
June 2018
General Manager, Risk Management Division
June 2020
Executive Officer; General Manager, Naruto
Branch; General Manager, Otsu Branch
April 2022
Executive Officer; General Manager, Northern
Tokushima Area Branch; General Manager, Naruto
Branch; General Manager, Otsu Branch(Current positions)

Number of years in [Reason for nomination as a Director candidate]
Mr. Mikawa has extensive work experience in the securities andoffice as Director:- years
risk management divisions, in addition to the sales division, and(At the conclusion of is well versed in the business of the Bank. He has served an
this general meeting) Executive Officer since 2020 and has properly executed his
duties in this position. He has been nominated as a candidate for
Director as he is expected to continue to contribute to the
management of the Bank by drawing on this experience andknowledge.

Number ofshares of the
Bank held

8,100

No.

Name
(Date of birth)Teruaki Ito(April 26, 1970)(52 years old)Male

New appointment

8

Attendance at theBoard of Directors'
meetings:-

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1994
Joined the Bank
February 2010 Section Chief, Sales Planning Section, Sales
Promotion Division
June 2010
Manager, Sales Planning Group, Sales
Headquarters
August 2011 Section Chief, Customer Section, Head Office
Sales Division; General Manager, Tokushima
Ekimae Branch
June 2012
Deputy General Manager, Sako Branch; General
Manager, Tamiya Branch; General Manager, Yaso
BranchJune 2014
General Manager, Higashi Osaka Branch
June 2017
Executive Officer; General Manager, Credit
Division
June 2019
Executive Officer; General Manager, Tokyo Branch
April 2022
Executive Officer; General Manager, Kanto Area
Branch; General Manager, Tokyo Branch(Current positions)

Number ofshares of the
Bank held

1,700

Number of years in
office as Director:- years(At the conclusion of [Reason for nomination as a Director candidate]
this general meeting) Mr. Ito has extensive work experience in the sales planning andcredit divisions, in addition to the sales division, and is wellversed in the business of the Bank. He has served an Executive
Officer since 2017 and has properly executed his duties in thisposition. He has been nominated as a candidate for Director as
he is expected to continue to contribute to the management of the
Bank by drawing on this experience and knowledge.
(Notes)1. There is no special interest between the Bank and any of the candidates.
2. The Bank has entered into a directors and officers (D&O) liability insurance contract with an insurance company and plansto renew the insurance policy in October 2022. The insurance policy covers the costs of litigation and compensation fordamages, etc. that the insured would bear for damages incurred in litigation brought by companies, third parties orshareholder representatives. Other details are described in the Business Report (available in Japanese only). Candidates
who are reappointed or elected will be included as the insured in the insurance policy.

Proposal No. 3: Election of Four (4) Directors Who are Audit & Supervisory Committee Members
The terms of office of the Directors who are Audit & Supervisory Committee Members Mr. Hiroshi
Sonoki, Mr. Akira Yonebayashi, Mr. Hiroshi Fujii, and Ms. Seiko Noda will expire at the conclusion of thisAnnual General Meeting of Shareholders. Therefore, the Bank proposes the election of four (4) Directors
who are Audit & Supervisory Committee Members. The Bank has obtained the consent of the Audit &Supervisory Committee for this proposal. The candidates for Directors who are Audit & Supervisory
Committee Members were decided by the Board of Directors upon consultation by the Advisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:

Candidate No.
Reappointment

1
Reappointment

2
Reappointment

3

Name

Significant concurrent positions

Number of concurrent
positions at listedcompanies

Hiroshi
Sonoki

Male
OutsideIndependent

Director(Audit & Supervisory
Committee Member)

Certified Public Accountant

0

Akira
Yonebayashi

Male
OutsideIndependent

Director(Audit & Supervisory
Committee Member)

Certified Public Accountant

0

Seiko Noda

FemaleOutsideIndependent

Director(Audit & Supervisory
Committee Member)

Attorney, Nagasawa & Partners
Auditor, Ichiekai Medical
Association0

Masaki
Hashizume

Male
OutsideIndependent

Director, Tokushima Study Center,
The Open University of Japan0

New appointment

4

Current positions, etc.
at the Bank

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1970

1

Joined Yamato Accounting Firm (currently KPMG
AZSA LLC)
March 1977
Registered as a certified public accountant
July 1994
Representative Partner, Asahi Audit Corp.
(currently KPMG AZSA LLC)
June 2001
Managing Partner, Head Office and Managing
Hiroshi Sonoki(August 14, 1946)
Partner, Osaka Office(75 years old)
June 2003
Senior Managing Partner
June 2006
Head, Osaka Office, AZSA & Co. (currently
Male
KPMG
AZSA LLC)
Reappointment
June
2009
Retiredfrom AZSA & Co. (currently KPMG AZSA
OutsideLLC)
Independent
July 2009
Opened Hiroshi Sonoki Certified PublicAttendance at the Board
Accountant Office (current position)of Directors' meetings:
June 2011
Audit & Supervisory Board Member, the Bank
12/12 (100%)
June 2015
Director
June 2018
Director who is an Audit & Supervisory Committee
Attendance at theMember (current position)
Audit & Supervisory
Committee meetings:[Reason for nomination as an Outside Director candidate and the
14/14 (100%)
outline of expected roles as an Outside Director]
Mr. Sonoki has expert knowledge of accounting and extensive
Number of years in officeexperience in auditing listed companies, etc., as a certified public
as Outside Director:
accountant. Although he has not been directly involved in corporate
11 years(At the conclusion of this management, he has contributed his expert opinion from a fair andgeneral meeting)
impartial perspective, as he has been serving as an Outside Audit &Supervisory Board Member of the Bank since 2011, an Outside
Number of years in
Director of the Bank since 2015 and a Director who is an Audit &office as Director who
Supervisory Committee Member of the Bank since 2018 and has been
is an Audit &providing appropriate opinions from a fair and impartial perspective .
Supervisory
He has been nominated as a candidate for Outside Director who is an
Committee Member:
Audit & Supervisory Committee Member as the Bank anticipates that
4 years
he will competently perform management supervision functions from
(At the conclusion of
an independent perspective by drawing on this experience andthis general meeting)knowledge.
The Bank also anticipates that, as a member of the Advisory
Committee, Mr. Sonoki will be involved in committee activities andprovide suitable advice on matters related to nomination,compensation, and other issues.

Number ofshares of the
Bank held

0

No.

Name
(Date of birth)

Akira Yonebayashi(August 20, 1951)(70 years old)Male

Reappointment
OutsideIndependent
Attendance at the Boardof Directors' meetings:
12/12 (100%)

2

Attendance at the
Audit & Supervisory
Committee meetings:
14/14 (100%)
Number of years in officeas Outside Director:
7 years(At the conclusion of thisgeneral meeting)Number of years in
office as Director who
is an Audit &Supervisory
Committee Member:
4 years(At the conclusion ofthis general meeting)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
November 1975 Joined Asahi & Co. (currently KPMG AZSA
LLC)March 1980
Registered as a certified public accountant
July 2000
Representative Partner, Asahi Audit Corp.
(currently KPMG AZSA LLC)
June 2005
Managing Partner, Osaka Office
June 2006
Senior Managing Partner, AZSA & Co.
(currently KPMG AZSA LLC)
June 2014
Retired from AZSA & Co. (currently KPMG
AZSA LLC)
July 2014
Opened Akira Yonebayashi Certified Public
Accoutant Office (current position)
June 2015
Audit & Supervisory Board Member of theBank
June 2018
Director who is an Audit & Supervisory
Committee Member (current position)[Reason for nomination as an Outside Director candidate andthe outline of expected roles as an Outside Director]

Mr. Yonebayashi has expert knowledge of accounting andextensive experience in auditing listed companies, etc., as acertified public accountant. Although he has not been
directly involved in corporate management, he has been
providing appropriate opinions from a fair and impartial
perspective, as he has been serving as an Outside Audit &Supervisory Board Member of the Bank since 2015 and a
Director who is an Audit & Supervisory Committee
Member of the Bank since 2018 and has been providing
appropriate opinions from a fair and impartial perspective.
He has been nominated as a candidate for Outside Director
who is an Audit & Supervisory Committee Member as the
Bank anticipates that he will competently perform
management supervision functions from an independent
perspective by drawing on this experience and knowledge.
The Bank also anticipates that, as a member of the Advisory
Committee, Mr. Yonebayashi will be involved in committee
activities and provide suitable advice on matters related tonomination, compensation, and other issues.

Number ofshares of the
Bank held

0

No.

Name
(Date of birth)

Seiko Noda
(February 17, 1964)(58 years old)
FemaleReappointment
OutsideIndependent

Career summary, positions and responsibilities at the Bankand significant concurrent positions

Number ofshares of the
Bank held

April 1986
Joined the Bank
December 1992 Retired from the Bank
April 1999
Registered as an attorney at law
Joined Nagasawa Law Offices (current
position)
June 2007
Audit & Supervisory Board Member,
TSUMURA & CO.
June 2015
Left office of Audit & Supervisory Board
Member, TSUMURA & CO.
June 2017
Elected as a substitute Director who is an
Audit & Supervisory Committee Member,
TSUMURA & CO. (current position)
June 2018
Director who is an Audit & Supervisory
Committee Member, the Bank (current
position)
July 2021
Auditor, Ichiekai Medical Association (current
position)

Attendance at the Board of
Directors' meetings:
12/12 (100%)3[Reason for nomination as an Outside Director candidate andthe outline of expected roles as an Outside Director]
Ms. Noda has extensive legal knowledge and experience as an
Attendance at the Audit &attorney at law. Although she has not been directly involved inSupervisory Committee
corporate management, she has been providing appropriate
meetings:
14/14 (100%)
opinions from a fair and impartial perspective, as she served as
an Outside Audit & Supervisory Board Member of a listed
Number of years in office as company for eight years since 2007 and has been serving as an
Outside Director:
Outside Director who is an Audit & Supervisory Committee
4 years(At the conclusion of this Member of the Bank since 2018. She has been nominated as a
general meeting)candidate for Outside Director who is an Audit & Supervisory
Committee Member as the Bank anticipates that she will
Number of years in office ascompetently
perform management supervision functions from
Director who is an Audit &an independent perspective by drawing on this experience andSupervisory Committee
Member:knowledge.
4 years
The Bank also anticipates that, as a member of the Advisory(At the conclusion of this Committee, Ms. Noda will be involved in committee activities
general meeting)and provide suitable advice on matters related to nomination,compensation, and other issues.
[Notes regarding outside Director candidates]
The Bank currently engages in business involving financialtransactions with the Ichiekai Medical Association, an
organization for which Ms. Noda serves as an Auditor. While
the Association is categorized as the Bank’s business partner,
the Bank has determined that this status will have no effect on
the impartiality of Ms. Noda due to the scale and the type ofbusiness involved.

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1981

4

Joined Nippon Telegraph and Telephone Public
Corporation (currently Nippon Telegraph andTelephone Corporation)
March 1983
Retired from Nippon Telegraph and Telephone
Public Corporation
April 1983
Assistant Professor, College of Industrial
Technology, Tokushima University
Masaki Hashizume(March 31, 1957)
January 1990 Assistant Professor, Faculty of Engineering,(65 years old)
Tokushima University
November 1992 Lecturer, Faculty of Engineering, Tokushima
Male
University
New appointment
January 1997 Associate Professor, Faculty of Engineering,
OutsideTokushima University
Independent
March 2005
Professor, Faculty of Engineering, Tokushima
Attendance at the Board
Universityof Directors' meetings: September 2017 Dean, Faculty of Science and Engineering,
Tokushima University
Dean, Graduate School of Technology, Industrial
Attendance at the Audit April 2020
& Supervisory
and Social Sciences, Tokushima University; Dean,
Committee meetings:
Graduate School of Sciences and Technology for
Innovation, Tokushima University
March
2022
Retired from Tokushima University
Number of years in
office as Outside
April 2022
Director, Tokushima Study Center, The OpenDirector:
University of Japan (current position)- years[Reasonfor
nomination
as an Outside Director candidate and the(At the conclusion ofoutline of expected roles as an Outside Director]
this general meeting)Number ofshares of the
Bank held

Mr. Hashizume has extensive specialized knowledge as an

Number of years inacademic as well as organizational management experience as
office as Director who is Dean of multiple faculties at Tokushima University. While hean Audit & Supervisory
Committee Member: lacks experience of direct involvment in corporate management,
Mr. Hashizume has been selected as a candidate for a Director- years(At the conclusion of who is an Audit & Supervisory Committee Member based on thethis general meeting) Bank’s anticipation that Mr. Hashizume will be able to utilize his

experience and knowledge to supervise the management of the
Bank in an competent manner.

The Bank also anticipates that, as a member of the Advisory
Committee, Mr. Hashizume will be involved in committee
activities and provide suitable advice on matters related tonomination, compensation, and other issues.

0(Notes)
1. There is no special interest between the Bank and any of the candidates.
2. Mr. Hiroshi Sonoki, Mr. Akira Yonebayashi, Ms. Seiko Noda, and Mr. Masaki Hashizume are candidates for Outside
Director.
3. Currently, the Bank has registered Mr. Hiroshi Sonoki, Mr. Akira Yonebayashi, and Ms. Seiko Noda as Independent
Officers with the Tokyo Stock Exchange, Inc. (TSE), and the Bank intends to designate Mr. Masaki Hashizume as an
Independent Officer if this proposal is approved.
4. The current Articles of Incorporation of the Bank provides that the Bank may enter into a liability limitation agreementwith each of the non-Executive Directors, etc. pursuant to Article 427, Paragraph 1 of the Companies Act. Under theprovision, the Bank has entered into a liability limitation agreement with Mr. Hiroshi Sonoki, Mr. Akira Yonebayashi, and
Ms. Seiko Noda. If they are reappointed, the agreement with them will be continued. If election of Mr. Masaki Hashizume
is approved, the Bank plans to enter into the same liability limitation agreement with him. The maximum amount ofliability under such agreement shall be the maximum amount stipulated by laws and regulations.
5. The Bank has entered into a directors and officers (D&O) liability insurance contract with an insurance company and plansto renew the insurance policy in October 2022. The insurance policy covers the costs of litigation and compensation fordamages, etc. that the insured would bear for damages incurred in litigation brought by companies, third parties orshareholder representatives. Other details are described in the Business Report (available in Japanese only). Candidates
who are reappointed or elected will be included as the insured in the insurance policy.

Directors who are Audit & Supervisory Committee
Members

Directors who are not Audit & Supervisory Committee Members

Reference: Skill Matrix of Directors’ Knowledge, Experience, and Skills
Important Knowledge, Experience, and Skills
Current
Name

Position at theBank

Corporate
Management& Strategy

FinanceFinancial
Strategy &Accounting

Yoshifumi
Okada

Chairman and
Director
President andDirector(Representative
Director)
SeniorManaging
Director(Representative
Director)
Managing
Director
Managing
Director
Director andManaging
Executive
Officer

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

SusumuNagaoka
Takehisa
Fukunaga
Shiro
YamatoHirokazu
Nishi
Masahiro
Yamashita
HiroakiMikawaTeruaki Ito
Yasuo
Onishi
Yasuhiko
Sumitomo
Hiroshi
SonokiAkira
Yonebayas
hi
Seiko Noda
TakeshiYabe
Masaki
Hashizume

-

🗸

-

🗸

Director

🗸

🗸

🗸

HR &
Legal &
Risk
Personnel
Compliance Management
Management🗸Director(Outside)

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸

🗸
🗸

🗸

🗸

🗸
🗸

🗸

Regional
Revitalization🗸🗸

Director(Outside)

Director(Outside)
Director(Outside)(Outside)🗸🗸🗸

Director

IT &Systems

🗸

🗸

🗸
🗸

🗸

🗸

* This Skill Matrix shows the main areas of knowledge, experience, and skills of each Director. It is not intended to show all of
the knowledge, experience, and fields of specialization of each Director.
* Mr. Hiroaki Mikawa, Mr. Teruaki Ito, and Mr. Masaki Hashizume are all candidates for new Directors.