Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 7389
June 4, 2024
Start date of measures for electronic provision: May 31, 2024
To our shareholders
Yukinori Ito, President and Representative Director

Aichi Financial Group, Inc.
14-12, Sakae 3-chome, Naka-ku, Nagoya

Notice of the Second Annual General Meeting of Shareholders
We are pleased to announce the second Annual General Meeting of Shareholders, which will be held as
indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (matters for which measures for providing information in electronic format are to be taken) in electronic
format, and has posted the information on the Company’s website. Please access the following website toview the information.
The Company’s website:
https://www.aichi-fg.co.jp/ir/shareholder/meeting/ (in Japanese)(Please access the above website and check from the “General Meeting of Shareholders.”)
In addition to the Company’s website, matters subject to measures for electronic provision are also postedon the website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Aichi Financial Group” in “Issue
name (company name)” or the Company’s securities code “7389” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)Regarding this Convocation Notice, the paper-based documents delivered to shareholders who haverequested the delivery of the documents in accordance with laws and regulations and the Articles ofIncorporation are to be sent to all shareholders.
If you are unable to attend in person, please consider reviewing the “Reference Documents for the General
Meeting of Shareholders” and exercising your voting rights in advance via the Internet or in writing,following “How to exercise voting rights” on page 3 of this Convocation Notice by 5:30 p.m. (JST) on
Thursday, June 20, 2024.

-1-1. Date and time

Friday, June 21, 2024, at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.)

2. VenueHall on the 8th floor of the head office, The Aichi Bank, Ltd.
14-12, Sakae 3-chome, Naka-ku, Nagoya

3. Purposes of the General Meeting of Shareholders
Matters to be reported(1) Business Report, Consolidated Financial Statements, and results of audits of theConsolidated Financial Statements performed by the Accounting Auditor and
Audit Committee for the second fiscal year (from April 1, 2023 to March 31,2024)(2) Non-consolidated Financial Statements for the second fiscal year (from April 1,
2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Nine Directors (Excluding Directors Who Are Audit Committee
Members)
Proposal No. 3 Election of Six Directors Who Are Audit Committee Members
Matters subject to measures for electronic provision (matters excluded from the paper-based
documents delivered)(1) In convening this General Meeting of Shareholders, the Company has sent to all shareholders thispaper-based document that contains matters subject to measures for electronic provision, irrespectiveof whether they requested the delivery of the paper-based documents. In accordance with theprovisions of laws and regulations and Article 16 of the Company’s Articles of Incorporation, thefollowing matters are excluded from the paper-based documents.
1) The following matters in the Business Report:
Some sections of “Status of the Company,” some sections of “Matters regarding officers(Directors),” “Matters regarding shares of the Company,” “Matters regarding share acquisitionrights, etc. of the Company,” “Matters regarding Accounting Auditors,” “Basic policy regarding
persons who control the decisions on the Company’s financial and business policies,” “Systems
to ensure proper business activities,” “Matters regarding specified wholly owned subsidiaries,”“Matters regarding transactions with the parent company” and “Matters regarding accounting
advisor”
2) The Consolidated Financial Statements
3) The Non-consolidated Financial Statements
4) Audit Report
Therefore, the Audit Committee and Accounting Auditor have audited documents subject to audit,
including the matters shown above.
(2) With regard to any revisions to the matters subject to measures for electronic provision, notice
thereof will be posted on the respective websites where they are posted, as well as the matters before
and after the revisions.
Attendance at the General Meeting of Shareholders

If attending the meeting in person, please present the voting form that is sent along with this Convocation Notice to thereception desk.
Please be sure to bring this Convocation Notice with you.
In the exercise of voting rights by proxy, you may appoint one proxy who must be another shareholder holding voting
rights in the Company. This shareholder may exercise your voting rights by presenting a document attesting to theauthority of proxy.
We are unable to provide parking and request that shareholders attending the meeting use public transportation, etc.

-2-Offering of e-gift
Shareholders who have exercised voting rights in advance via the Internet have a chance to be one of 300
people to receive an e-gift (worth 500 yen), whether their vote be approval or disapproval.
After exercising voting rights, you will be asked to agree with the on-screen guidance. If you choose toagree, you will be moved to a gift application site. Please fill out a form and apply for the gift.

How to exercise voting rights
There are three ways to exercise your voting rights.
Exercise your voting rights via the Internet
https://evote.tr.mufg.jp/
Access the URL above and input your approval or disapproval by the voting deadline.
Voting deadline Thursday, June 20, 2024: No later than 5:30 p.m. (JST)Exercise your voting rights by mailIndicate your approval or disapproval of each of the proposals on the voting form and return it by
mail. Postage is not required.
Voting deadline Thursday, June 20, 2024: Arrival no later than 5:30 p.m. (JST)
Attend in person at the General Meeting of Shareholders
Please present the voting form at the reception desk. (Affixing a seal is not required.)Date and time
Venue

Friday, June 21, 2024, at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)Hall on the 8th floor of the head office, The
Aichi Bank, Ltd.

Handling of duplicate voting If you exercise your voting rights both by the voting form and via the Internet, the exercise via theInternet will be treated as a valid exercise of voting rights.
If you exercise voting rights more than once via the Internet, your last exercise will be treated as avalid exercise of voting rights.
Handling in the absence of indications of “approval” or “disapproval” on the voting form
 In the returned voting form, if no indications of “approval” or “disapproval” are provided for each
proposal, we will consider them as approval.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

Under our shareholder returns policy, the appropriation of surpluses seeks to proactively return profits to ourshareholders while retaining internal reserves to strengthen our earnings base.
Year-end dividends
Based on a comprehensive consideration of business performance and the future business environment,
the Company proposes that the year-end dividend for the second fiscal year be an ordinary dividend of¥50 per share.
This will result in an annual dividend for the current fiscal year of ¥100 per share (ordinary dividend of¥100).
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥2,449,753,800.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 24, 2024.

-4-

Proposal No. 2

Election of Nine Directors (Excluding Directors Who Are Audit Committee
Members)

The terms of all nine Directors (excluding Directors who are Audit Committee members; the same applies
hereinafter in this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders.
We therefore request the election of nine Directors.
The selection of candidates for Director was finalized by the Board of Directors in consultation with the
Human Resources Committee, a majority of which is comprised of outside Directors.
We have received the opinion from the Audit Committee that each candidate is deemed suitable for the
Director position, as they are expected to contribute to the sustainable growth of the Company and improving
its corporate value over the medium and long term, faithfully fulfill their duties in accordance with the threeelements of our management vision (“VISION”), “Purpose,” “Mission,” and “Value,” as well as our “Basic
Compliance Policy,” and possess the appropriate personal qualities, insights, abundant experience,accomplishments, and the necessary knowledge and capabilities required for effective leadership in thebanking industry.
The candidates for Director are as follows:
Candidate
No.

Name

GenderCurrent position in the Company

Attendance atBoard of Directors
meetings

1

Reelection

Yukinori Ito

MalePresident (Representative Director)

17/17 meetings

2

Reelection

Hideo Kobayashi

Male

Vice President (Representative
Director)

16/17 meetings

3

Reelection

Nobuhiko Kuratomi

Male

Director

17/17 meetings

4

Reelection

Hiroaki Yoshikawa

Male

Director

17/17 meetings

5

Reelection

Makoto Hayakawa

Male

Director

17/17 meetings

6

Reelection

Norimasa Suzuki

Male

Director

17/17 meetings

7

Reelection

Kenji Ito

Male

Director

17/17 meetings

8

Reelection

Hisashi Sebayashi

Male

Director

17/17 meetings

9

New election

Takehiro Suzuki

Male

―

-5-

―

Candidate
No.

Name
(Date of birth)

Yukinori Ito(January 1, 1958)
Reelection
1

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1980

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

June 2010

General Manager of Operations Administration
Department

June 2013

Director, General Manager of Operational Audit
Department

June 2015

Director, General Manager of Securities &Foreign Business Department

June 2017Managing Director

June 2019

President (current position)

Oct. 2022

President and Representative Director of theCompany

Apr. 2024

President and Representative Director in chargeof Group Strategy Department (current position)

Number of theCompany’s
shares owned

10,261Significant concurrent positions outside the Company
President of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Yukinori Ito has been a Director of The Aichi Bank, Ltd., a member of the Group, since June 2013, a Managing
Director since June 2017, and a President since June 2019. He has also served as President and Representative
Director of the Company since October 2022 with abundant experience and accomplishments as a manager. We
judged him to be a candidate for Director as we expect him to continue to contribute to the management of theCompany.

Hideo Kobayashi(April 14, 1961)
Reelection
2

Apr. 1984

Joined Chukyo Sogo Bank, Ltd. (currently The
Chukyo Bank, Limited)

June 2015

Executive Officer, General Manager of No. 3
Nagoya Sales Department

June 2017

Director and Executive Officer

June 2019

Director and Managing Executive Officer

Apr. 2021

President (current position)

Oct. 2022

Vice President and Representative Director of theCompany

Apr. 2024

Vice President and Representative Director in
charge of Audit Department (current position)

6,300

Significant concurrent positions outside the Company
President of The Chukyo Bank, Limited
Reasons for nomination as candidate for Director
Hideo Kobayashi has served as Executive Officer at The Chukyo Bank, Limited, a member of the Group, sinceJune 2015, as Director and Executive Officer since June 2017, as Director and Managing Executive Officer
since June 2019, and as President since April 2021. He has also served as Vice President and Representative
Director of the Company since October 2022 with abundant experience and accomplishments as a manager. We
judged him to be a candidate for Director as we expect him to continue to contribute to the management of theCompany.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1981

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

June 2014

General Manager of Compliance Management
Department

June 2016

Director, General Manager of Compliance & Risk
Management Department

June 2017(February 15, 1959)

Director, General Manager of Internal Audit
Department

June 2019

Managing Director

Reelection

June 2021

Senior Managing Director (current position)

Oct. 2022

Director in charge of Compliance & Risk
Management Department of the Company

Apr. 2024

Director in charge of Compliance & Risk
Management Department and Human Resources
Strategy Department (current position)

Nobuhiko Kuratomi

3

Number of theCompany’s
shares owned

5,897

Significant concurrent positions outside the Company
Senior Managing Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Nobuhiko Kuratomi has been a Director of The Aichi Bank, Ltd., a member of the Group, since June 2016, aManaging Director since June 2019, and a Senior Managing Director since June 2021. He has also served as
Director of the Company since October 2022 with abundant experience and accomplishments as a manager. We
judged him to be a candidate for Director as we expect him to continue to contribute to the management of theCompany.
Apr. 1985

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

June 2015

General Manager of Corporate Administration
Department

June 2017

Executive Officer, General Manager of General
Planning and Administration Department

Hiroaki Yoshikawa June 2019
(October 5, 1961)
Reelection
4

June 2020

Executive Officer, General Manager ofOperations Administration Department

6,929

Director

June 2022

Managing Director (current position)

Oct. 2022

Director in charge of Administrative Systems
Management Department of the Company(current position)

Significant concurrent positions outside the Company
Managing Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Hiroaki Yoshikawa has been an Executive Officer of The Aichi Bank, Ltd., a member of the Group, since June
2017, a Director since June 2020, and a Managing Director since June 2022. He has also served as Director of
the Company since October 2022 with abundant experience and accomplishments as a manager. We judged
him to be a candidate for Director as we expect him to continue to contribute to the management of theCompany.

-7-

Candidate
No.

Name
(Date of birth)

Makoto Hayakawa(December 15, 1962)
Reelection
5

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1985

Joined Chukyo Sogo Bank, Ltd. (currently The
Chukyo Bank, Limited)

June 2011

Executive Officer, General Manager of General
Planning and Administration Department

May 2013

Executive Officer, General Manager ofOperations Administration Department

May 2014

Executive Officer, General Manager of SalesManagement Department

Mar. 2016

Executive Officer, General Manager of Risk
Department

Apr. 2018

Executive Officer, General Manager of General
Planning and Administration Department

June 2019

Managing Executive Officer, General Manager ofGeneral Planning and Administration Department

Oct. 2022

Director, Managing Executive Officer andGeneral Manager of General Planning and
Administration Department (current position)

Oct. 2022

Director in charge of Merger Promotion
Department of the Company (current position)

Number of theCompany’s
shares owned

5,515

Significant concurrent positions outside the Company
Director, Managing Executive Officer and General Manager ofGeneral Planning and Administration Department of The Chukyo
Bank, Limited
Reasons for nomination as candidate for Director
Makoto Hayakawa has served as Executive Officer at The Chukyo Bank, Limited, a member of the Group,
since June 2011, as Managing Executive Officer since June 2019, and as Director and Managing Executive
Officer since October 2022. He has also served as Director of the Company since October 2022 with abundant
experience and accomplishments as a manager. We judged him to be a candidate for Director as we expect him
to continue to contribute to the management of the Company.

Norimasa Suzuki

Apr. 1986

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

June 2017

General Manager of Corporate Administration
Department

June 2018

Executive Officer, General Manager of Corporate
Administration Department

June 2020

Executive Officer, General Manager ofCompliance & Risk Management Department

June 2021

Director (current position)

Oct. 2022

Director in charge of Audit Department of theCompany

Apr. 2024

Director in charge of Sales Strategy Department
and Credit Planning Department (current
position)(December 30, 1963)
Reelection
6

5,530

Significant concurrent positions outside the Company
Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Norimasa Suzuki has been an Executive Officer of The Aichi Bank, Ltd., a member of the Group, since June
2018, and a Director since June 2021. He has also served as Director of the Company since October 2022 with
abundant experience and accomplishments as a manager. We judged him to be a candidate for Director as we
expect him to continue to contribute to the management of the Company.

-8-

Candidate
No.

Name
(Date of birth)

Kenji Ito
(October 16, 1964)
Reelection
7

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1987

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

June 2017

General Manager of Securities & Foreign
Business Department

June 2018

Executive Officer, General Manager of Securities& Foreign Business Department

June 2019

Executive Officer, General Manager of General
Planning and Administration Department

June 2022

Director (current position)

Oct. 2022

Director in charge of Corporate Planning
Department of the Company (current position)

Number of theCompany’s
shares owned

6,662

Significant concurrent positions outside the Company
Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Kenji Ito has been an Executive Officer of The Aichi Bank, Ltd., a member of the Group, since June 2018, anda Director since June 2022. He has also served as Director of the Company since October 2022 with abundant
experience and accomplishments as a manager. We judged him to be a candidate for Director as we expect him
to continue to contribute to the management of the Company.

Hisashi Sebayashi(August 20, 1967)
Reelection
8

Apr. 1986

Joined Chukyo Sogo Bank, Ltd. (currently The
Chukyo Bank, Limited)

May 2017

General Manager of General Planning and
Administration Department

Apr. 2018

General Manager of Ozone Branch

Dec. 2021

Executive Officer, General Manager of General
Planning and Administration Department

Oct. 2022

Director and Executive Officer (current position)

Oct. 2022

Director in charge of Human Resources &General Affairs Department of the Company

Apr. 2024

Director in charge of General Affairs Department
and aid to Director in charge of Human Resources
Strategy Department (current position)

4,508

Significant concurrent positions outside the Company
Director and Executive Officer of The Chukyo Bank, Limited
Reasons for nomination as candidate for Director
Hisashi Sebayashi has served as Executive Officer at The Chukyo Bank, Limited, a member of the Group,
since December 2021 and as Director and Executive Officer since October 2022. He has also served as
Director of the Company since October 2022 with abundant experience and accomplishments as a manager. We
judged him to be a candidate for Director as we expect him to continue to contribute to the management of theCompany.

-9-Candidate
No.

Name
(Date of birth)

Takehiro Suzuki(April 12, 1965)
New election
9

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1988

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

Oct. 2018

General Manager of Corporate Sales Department

June 2019

Executive Officer, General Manager of Corporate
Sales Department

June 2021

Executive Officer, General Manager of Securities& Foreign Business Department

June 2022

Senior Executive Officer, General Manager ofSales Management Department

Oct. 2022

Senior Executive Officer, General Manager ofSales Planning Department

Oct. 2022

General Manager in charge of Operations
Administration Department of the Company

June 2023

Director, General Manager of Sales Division of
The Aichi Bank, Ltd. (current position)

June 2023

General Manager of Operations Administration
Department of the Company

Apr. 2024

General Manager of Sales Strategy Department(current position)

Number of theCompany’s
shares owned

3,332

Significant concurrent positions outside the Company
Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Takehiro Suzuki has been an Executive Officer of The Aichi Bank, Ltd., a member of the Group, since June
2019, and a Director since June 2023. He has extensive knowledge and experience in bank operations,primarily focused on sales, and executes business in an appropriate, fair, and efficient manner. We judged him
to be a candidate for Director as we expect him to contribute to the management of the Company.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. A summary of the insurance policy is as follows.
In the event of claims for compensation of damage resulting from actions taken (including inaction) by the insured
in relation to operations as an officer of the Company and its subsidiaries, namely The Aichi Bank, Ltd. and The
Chukyo Bank, Limited, the insured will be indemnified for damages and litigation costs, etc. The Company shallbear the full cost of insurance premiums. If each candidate is elected and assumes the office as Director, he/she will
be included as an insured in this insurance policy. This insurance policy is planned to be renewed with the sameterms at the time of its next renewal.

- 10 -

Proposal No. 3

Election of Six Directors Who Are Audit Committee Members

The terms of all six Directors who are Audit Committee members will expire at the conclusion of this Annual
General Meeting of Shareholders. We therefore request the election of six Directors who are Audit Committee
members.
In addition, the consent of the Audit Committee has been obtained for the submission of this proposal.
The candidates for Directors who are Audit Committee members are as follows:
Candidate
No.

Name

GenderCurrent position in the Company

Attendance atBoard of Directors
meetings

1

Reelection

Masahiro Kato

Male

Director(Audit Committee member)

17/17 meetings

2

Reelection
OutsideYasutoshi Emoto

Male

Director(Audit Committee member)

16/17 meetings

3

Reelection
OutsideYuki Shibata

Male

Director(Audit Committee member)

17/17 meetings

4

Reelection
OutsideChieko Murata

FemaleDirector(Audit Committee member)

17/17 meetings

5

Reelection
OutsideTakumi Azuma

Male

Director(Audit Committee member)

17/17 meetings

6

Reelection
OutsideAsako Itakura

FemaleDirector(Audit Committee member)

13/13 meetings- 11 -

Candidate
No.

Name
(Date of birth)

Masahiro Kato
(December 18, 1961)
Reelection
1

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1985

Joined Chuo Sogo Bank, Ltd. (currently The
Aichi Bank, Ltd.)

Oct. 2007

General Manager of Akaike Branch

Jan. 2010

General Manager of Tochi BranchOct. 2012

General Manager of Kanayama Branch

June 2014

Deputy General Manager of Corporate
Administration Department

June 2020

Director (Member of the Audit Committee)(current position)

Oct. 2022

Director (Audit Committee member) of theCompany (current position)

Number of theCompany’s
shares owned

4,829

Significant concurrent positions outside the Company
Director (Member of the Audit Committee) of The Aichi Bank,
Ltd.
Reasons for nomination as candidate for Director who is an Audit Committee member
Masahiro Kato has been a Director who is a Member of the Audit Committee of The Aichi Bank, Ltd., amember of the Group, since June 2020, and a Director who is an Audit Committee member of the Company
since October 2022. We judged that he would be able to continue to fulfill his duties appropriately as a Director
who is an Audit Committee member based on his extensive knowledge and experience in a broad range ofareas, and nominated him as a candidate for Director.

Yasutoshi Emoto(January 28, 1955)
Reelection
Outside2

Apr. 1990

Joined the Legal Training and Research Instituteof the Supreme Court of Japan

Mar. 1992

Left the Legal Training and Research Institute of
the Supreme Court of Japan

Apr. 1992

Registered as an attorney-at-law

Apr. 1992

Joined Fuji Law Office

Mar. 1997

Left Fuji Law Office

Apr. 1997

Established Emoto Law Office

Oct. 2007

Domestic Relations Conciliator (part-time judge)
of Nagoya Family Court

Sep. 2009

Resigned as Domestic Relations Conciliator(part-time judge) of Nagoya Family Court

Apr. 2016

Inspector of the Aichi Bar Association

Mar. 2017

Resigned as Inspector of Aichi Bar Association

June 2018

Outside Director (Member of the Audit
Committee) of The Aichi Bank, Ltd.

Oct. 2022

Resigned as Outside Director (Member of the
Audit Committee) of The Aichi Bank, Ltd.

Oct. 2022

Outside Director (Audit Committee member) of
the Company (current position)

1,599

Significant concurrent positions outside the Company
Director, Emoto Law Office
Reasons for nomination as candidate for outside Director who is an Audit Committee member, and summary of
expected role
Yasutoshi Emoto has the specialized legal knowledge and extensive experience as an attorney-at-law and is
expected to provide advice on and oversight, etc. of the Company’s management as an outside Director who is
an Audit Committee member.
Although his only corporate management experience to date is as an outside officer, for the reasons statedabove, we judged that he would be able to continue to fulfill his duties appropriately as a Director who is an
Audit Committee member of the Company, and nominated him as a candidate for outside Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Apr. 1973

Joined Nagoya Railroad Co., Ltd.

June 2000

Branch President of Tokyo Branch

June 2004

Director, General Manager of Related Business
Department

July 2005

Director, Assistant Division Director of Railroad
Operations HQ, and General Manager ofPlanning and Management Department

July 2006

Director, General Manager of Corporate Planning
Department

June 2007

Managing Director

June 2009

Senior Managing Director(January 11, 1950)

June 2010

Senior Managing Director, Division Director ofRailroad Operations HQ

Reelection
OutsideJune 2011

Representative Director and Vice President

June 2012

Representative Director and Vice President,
Meitetsu Transportation Co., Ltd.

Yuki Shibata

3

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)

June 2013

Representative Director and President

June 2016

AdvisorJune 2019

Outside Director of The Chukyo Bank, Limited

Oct. 2022

Resigned as Outside Director of The Chukyo
Bank, Limited

Oct. 2022

Outside Director (Audit Committee member) of
the Company (current position)

Number of theCompany’s
shares owned–

Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for outside Director who is an Audit Committee member, and summary of
expected role
Yuki Shibata has held important positions such as Representative Director and Vice President of Nagoya
Railroad Co., Ltd. and Representative Director and President of Meitetsu Transportation Co., Ltd. We expect
him to strengthen corporate governance further by fulfilling a management supervisory role based on his
abundant experience and wide-ranging discernment.
For the reasons stated above, we judged that he would be able to continue to fulfill his duties appropriately as a
Director who is an Audit Committee member of the Company, and nominated him as a candidate for outside
Director.

- 13 -

Candidate
No.

4

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1982

Joined Nagoya Regional Taxation Bureau

July 2015

District Director of Ogaki Tax Office

July 2016

Manager of Information Technology of Large
Enterprise Examination Division, Examination
Department, Nagoya Regional Taxation Bureau

July 2017Manager of Accounts Division, Planning and
Administration Department, Nagoya Regional
Taxation Bureau

July 2018

Deputy Manager of Planning and Administration
Department, Nagoya Regional Taxation Bureau

Chieko Murata

July 2019

District Director of Nagoya Naka Tax Office(September 16, 1959)

Aug. 2020

Reelection
OutsideRegistered as certified public tax accountant,
Head of Chieko Murata Certified Public Tax
Accountant Office

June 2022

Outside Director (Member of the Audit
Committee) of The Aichi Bank, Ltd.

Oct. 2022

Resigned as Outside Director (Member of the
Audit Committee) of The Aichi Bank, Ltd.

Oct. 2022

Outside Director (Audit Committee member) of
the Company (current position)

June 2023

Outside Statutory Auditor of KIMURA UNITY
CO., LTD. (current position)

Number of theCompany’s
shares owned–

Significant concurrent positions outside the Company
Head of Chieko Murata Certified Public Tax Accountant OfficeOutside Statutory Auditor of KIMURA UNITY CO., LTD.
Reasons for nomination as candidate for outside Director who is an Audit Committee member, and summary of
expected role
Chieko Murata has held important positions at the National Tax Office and served as district director of Tax
Offices since joining the Nagoya Regional Taxation Bureau, and has an extensive knowledge of taxation andaccounting. In her current position as a certified tax accountant, she is expected to provide opinions and advice
on corporate taxation and accounting methods, as well as contribute to ensuring the accuracy and transparencyof finances.
For the reasons stated above, we judged that she would be able to continue to fulfill her duties appropriately asa Director who is an Audit Committee member of the Company, and nominated her as a candidate for outside
Director.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1981

Takumi Azuma(April 24, 1958)
Reelection
Outside5

Number of theCompany’s
shares owned

Joined INTEC Inc.

Apr. 1999

General Manager of Chubu Sales Office

Apr. 2004

General Manager of No.1 Financial Solutions
Department

Apr. 2007

General Manager of No. 2 Financial Business
Department

Apr. 2008

General Manager of Financial Systems
Department, Hokuriku Headquarters

Apr. 2010

Director, Deputy Manager of Chubu
Headquarters

Apr. 2013

Executive Officer, General Manager of No. 2
Financial Solutions Division

June 2015

Managing Director, General Manager of General
Affairs Department, Hokkoku INTEC Service
Inc.

June 2016

President and Representative Director

Mar. 2018

Resigned as President and Representative
Director

Apr. 2018

Managing Director, Manager of Chubu
Headquarters, INTEC Inc.

Apr. 2019

Managing Director, Manager of Hokuriku
Industrial Division

Apr. 2021

Counselor

June 2021

Full-time Audit & Supervisory Board Member

June 2021

Audit & Supervisory Board Member, IUK Inc.

Oct. 2022

Outside Director (Audit Committee member) of
the Company (current position)

Mar.2023

Resigned as Full-time Audit & Supervisory Board
Member, INTEC Inc.

Mar. 2023

Resigned as Audit & Supervisory Board Member,IUK Inc.

–

Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for outside Director who is an Audit Committee member, and summary of
expected role
Takumi Azuma has a long track record of holding important management positions at INTEC Inc. and Hokkoku
INTEC Service Inc., both TIS INTEC Group companies. We expect that he will use his experience and insights
in the IT and systems area to make proposals and, based on his experience as a corporate auditor, perform amanagement oversight function.
For the reasons stated above, we judged that he would be able to continue to fulfill his duties appropriately as a
Director who is an Audit Committee member of the Company, and nominated him as a candidate for outside
Director.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s
shares owned

Apr. 1983
Feb. 2004

Joined Nagoya Broadcasting Network Co., Ltd.
Executive Officer and Station Manager
In charge of Systems and ERP
Oct. 2005
Executive Officer and Station Manager
General Manager of Compliance Office
June 2008
Assistant to President’s OfficeSenior Managing Director of NagoyaTV
Enterprise Co., Ltd.
June 2011
Deputy Director (Station Manager) of Sales
Department
Mar. 2013
Deputy Director (Station Manager) of Corporate
Strategy Office
June 2016
Human Resources Department
Senior Managing Director of NagoyaTV
Enterprise Co., Ltd
Asako Itakura
July 2019
Managing Director of NagoyaTV Enterprise Co.,
(January 21, 1961)
Ltd.
–
6
Dec. 2019
Employers’ Committee Member of the Aichi
Reelection
Prefectural Labor Commission (current position)
OutsideJune 2021
Retired from Nagoya Broadcasting Network Co.,Ltd.
July 2021
Business Advisor for NagoyaTV Enterprise Co.,
Ltd. (current position)
Feb. 2022
Opened Office Itakura Asako (Specified Laborand Social Security Attorney and Small andMedium Enterprise Management Consultant
Office)June 2023
Outside Director (Audit Committee member) of
the Company (current position)
Significant concurrent positions outside the Company
Representative of Office Itakura Asako (Specified Labor andSocial Security Attorney and Small and Medium EnterpriseManagement Consultant Office)Employers’ Committee Member of the Aichi Prefectural Labor
Commission
Reasons for nomination as candidate for outside Director who is an Audit Committee member, and summary of expectedrole
Asako Itakura has served for many years in key management positions at Nagoya Broadcasting Network Co., Ltd. andNagoyaTV Enterprise Co., Ltd. She has professional knowledge as an active labor and social security attorney and small
and medium enterprise management consultant, as well as extensive experience in the personnel and labor affairs
department; therefore, we expect her to provide competent advice and recommendations to the Company’s management.
For the reasons stated above, we judged that she would be able to continue to fulfill her duties appropriately as a Director
who is an Audit Committee member, and nominated her as a candidate for outside Director.
(Notes) 1. Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Takumi Azuma, and Asako Itakura are candidates for outside
Directors who are Audit Committee members.
2. If this proposal is approved and Masahiro Kato, Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Takumi Azuma,
and Asako Itakura assume the office as outside Directors who are Audit Committee members, the Company willcontinue with an agreement, pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s
Articles of Incorporation, that the liability of the Director who is an Audit Committee member under Article 423,
paragraph (1) of the Companies Act shall be limited to the minimum liability amount provided in Article 425,
paragraph (1) of the Companies Act if the Director who is an Audit Committee member has performed his/herduties in good faith and without gross negligence.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. A summary of the insurance policy is as follows.
In the event of claims for compensation of damage resulting from actions taken (including inaction) by the insured- 16 -

in relation to operations as an officer of the Company and its subsidiaries, namely The Aichi Bank, Ltd. and The
Chukyo Bank, Limited, the insured will be indemnified for damages and litigation costs, etc. The Company shallbear the full cost of insurance premiums. If this proposal is approved and each candidate assumes the office as
Director who is an Audit Committee member, they will be included as insureds in this insurance policy. This
insurance policy is planned to be renewed with the same terms at the time of its next renewal.
4. If this proposal is approved and Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Takumi Azuma, and Asako Itakura
assume the position of outside Director, the Company shall register them with the Tokyo Stock Exchange and the
Nagoya Stock Exchange as independent officers who are not likely to cause any conflict of interest with generalshareholders.
5. There is no special interest between any of the candidates and the Company.
6. Yasutoshi Emoto, Yuki Shibata, Chieko Murata, and Takumi Azuma will have served as outside Directors who are
Audit Committee members for one year and nine months, and Asako Itakura for one year at the conclusion of thisAnnual General Meeting of Shareholders.

- 17 -

(Reference 1) Expertise and experience, etc. (skills matrix) of the candidates for Director of theCompany (including Audit Committee members)
List of candidates for Directors other than Directors who are Audit Committee members
Candidate
No.

Name

Current
position intheCompany

Candidate’s areas of expertise
Attributes

Corporate
Finance Legal affairs IT and Human
management Financial
Regional
andand risk computer resources
andservices
revitalizationaccounting management systems and labor
sustainability

Representative
Director

○

○

○

Hideo
Kobayashi

Vice
Representative
President
Director

○

○

○

3

Nobuhiko
Kuratomi

Director

○

○

○

4

Hiroaki
YoshikawaDirector

○

○

○

5

MakotoHayakawa

Director

○

○

○

6

Norimasa
Suzuki

Director○○

7

Kenji Ito

Director

○

○

○

8

Hisashi
Sebayashi

Director

○

○

○

9

Takehiro
Suzuki[Newelection]○○1

Yukinori Ito President

2

○

○
○

○

○

○

○

○

○

○

○

○

○

○

○
○

○
○

○

○
○

List of Directors who are Audit Committee members
Expertise of Audit Committee member

Name

Current
position intheCompany

Attributes

1

Masahiro
Kato

Director(AuditCommittee
member)[Full-time,
inside]2

Yasutoshi
Emoto

Director(AuditCommittee
member)[Outside]3

Yuki
Shibata

Director(AuditCommittee
member)[Outside]4

ChiekoMurataDirector(AuditCommittee
member)[Outside]

5

TakumiAzuma

Director(AuditCommittee
member)[Outside]

○

6

Asako
ItakuraDirector(AuditCommittee
member)[Outside]○

Candidate
No.

Corporate
Finance Legal affairs IT and Human
management Financial
Regional
andand risk computer resources
revitalization
andservices
accounting management systems and labor
sustainability

○

○

○

○

○

○

○

○

○

○

○

[New election] Candidate for Director to be newly elected[Outside]
Outside Director- 18 -○

(Reference 2) Policies and standards, etc. for the election of Director candidates and the dismissal of
Directors
Policies for the election of Director candidates and the dismissal of Directors
The Board of Directors is structured so as to provide for a good overall balance of the knowledge, experienceand skills required to effectively perform its roles and duties in light of the Company’s corporate principles,
specific business strategies, and external business environments, etc., and in a way that balances diversity
and appropriate size.
Procedures for the election of Director candidates and dismissal of Directors
The Board of Directors decides on proposals for the selection and dismissal of members of the Board of
Directors in consultation with the Human Resources Committee that is comprised of a majority of outside
Directors.
Standards for the election of Director candidates and the dismissal of Directors
Standards for the election of inside Director candidates
1. As a Director, the candidate is expected to contribute to the sustainable growth of the Company andimproving its corporate value over the medium and long term.
2. The candidate must perform duties faithfully and in accordance with the three elements of theCompany’s management vision “VISION” (“PURPOSE” (Note 1), “MISSION” (Note 2), and “VALUE”(Note 3)) and the “Basic Compliance Policy” (Note 4), and must have the character and insightappropriate for a Director.
3. The candidate must have a wealth of experience and an excellent track record in banking, and have theknowledge and skills required for management.
Standards for the election of outside Director candidates
1. As a Director, the candidate is expected to contribute to the sustainable growth of the Company andimproving its corporate value over the medium and long term.
2. The candidate must understand and comply with the three elements of the Company’s management
vision “VISION” (“PURPOSE,” “MISSION” and “VALUE”) and the “Basic Compliance Policy,” andmust have the character and insight appropriate for a Director.
3. The candidate must have expert knowledge and a wealth of experience in areas such as management,
law, finance and accounting, public administration, and education, and be able to advise and supervise
management.
4. The candidate must meet the requirements for independence formulated by the Company.
Standards for the dismissal of inside and outside Directors
Discussions regarding dismissal will be held at the Human Resources Committee if any of the following
apply to a Director:
1. Actions in violation of laws and regulations or the Articles of Incorporation
2. Significant harm is caused to corporate value due to negligence of duties
3. Unable to perform duties for health reasons, etc.
4. No longer meets the standards for election(Note 1) “PURPOSE”
Contribute to the prosperity of local communities through financial services.
(Note 2) “MISSION”
Aim to become the top regional financial group in Aichi Prefecture.
(Note 3) “VALUE”
1. Focus on robust management to establish a solid management foundation.
2. Become a financial group trusted by the local community.
3. Provide financial services that are useful to all customers.
4. Realize the happiness of all executives and employees through ES management and health management
practices.
5. Continue to be an attractive company through sustainable growth and increased corporate value- 19 -

(Note 4) Basic Compliance Policy
1. Establish public mission and trust
The Group always recognizes the importance of the strong public mission of each Group company andstrives to establish solid trust from the local community through sound business operations.
2. Customer-oriented business operations
The Group will contribute to the development of local communities through the stable provision ofhigher quality services that meet the genuine needs of diverse customers and protect the interests ofcustomers in emergency situations through customer-oriented business operations utilizing originality
and ingenuity.
3. Strict compliance with laws, regulations, and rules
The Group will strictly comply with all laws, regulations, and rules, and will execute sincere and faircorporate activities that do not violate any social norms.
4. Communication with society
The Group will actively, effectively, and fairly disclose management and other information to enhance
management transparency and communicate widely with society in order to secure the understanding
and trust of society through constructive dialogue with the stakeholders of the Group companies and toenhance its own corporate value.
5. Respect for human rights
The Group acknowledges respect for human rights as one of the most important management issues,
supports and respects internationally recognized human rights-related standards, and protects the humanrights of all stakeholders, including customers, local communities, and officers and employees, as wellas the prevention and remedies for human rights violations.
6. Reform of work styles and enhancement of work environment for executives and employees
The Group will ensure a comfortable work environment with consideration for health and safety as well
as a work style that respects the diversity, personality, and individuality of its executives and employees.
7. Contribution to human resource development and financial and Economic education
The Group will contribute to the promotion of financial knowledge and understanding throughout
society through active efforts in human resource development and skills development for executives andemployees, supporting their autonomous career development, and participating in financial andeconomic education in the community.
8. Initiatives for environmental conservation activities
The Group will strive to build a sustainable environmental society through active and continuous efforts
to address various environmental issues, such as climate change, by striving to use resources efficiently,
reduce waste, and provide services that contribute to environmental conservation.
9. Participation in social contribution activities
The Group is aware that it can survive and grow only in society, and contributes to the formation anddevelopment of a sustainable society through active participation in society as a “good corporate citizen”
together with society.
10. Blocking relationships with anti-social forces and addressing threats of terrorism, etc.
The Group resolutely refuses to do business with anti-social forces that threaten the order and safety ofcivil society, and will ensure that no relationships are established with such forces. In addition, as theinternational community faces threats such as terrorism, we will strive to enhance our anti-money
laundering and counter-terrorist financing measures, and appropriately comply with economic
sanctions-related regulations that apply not only to our own country but also globally.
11. Fair trade and prevention of bribery and corrupt practices
The Group will conduct free and fair corporate activities through the business operations of each Group
company. Based on relevant laws and regulations and high corporate ethics, we will ensure theprevention of inappropriate entertainment and gifts and acts that impede free competition, whether inthe public or private sectors.

- 20 -

(Reference 3) Standards for determining the independence of outside Directors
The Company has formulated the following standards to determine the independence of outside Directors.
1.
2.
3.

4.
5.
6.

*

*

*

Not being a party whose major client is the Company or an executive thereofNot being a major client of the Company or an executive thereofNot being a consultant, accounting professional or legal professional who receives substantial monetaryconsideration and/or other property from the Company besides officer remuneration(If the entity receiving the said property is a corporation, partnership or other organization, then any
individual belonging to the said organization)
Not being one of the Company’s major shareholders or an executive thereofNot being a party who has recently fallen under any of 1 to 4 above
Not being a close relative of any of the following persons (excluding those who are not a key person)(1) Person described in 1 to 5 above(2) Executive of a subsidiary of the Company(3) Director who is not an executive of a subsidiary of the Company(4) Person who was recently (2) or (3), or an executive of the Company“Recently”
・ Refers to a period of time that can be considered essentially the same as the present, for example,
when the content of the proposal to the General Meeting of Shareholders for the selection of outside
Directors was finalized“Key person”
・ For executives, refers to someone at the level of officer or general manager. For accounting experts
and legal experts, refers to persons with professional qualifications, for example, certified public
accountants and attorneys at law“Close relative”
・ Refers to relatives within the second degree of kinship- 21 -