The transactions pursuant to the joint share transfer described in this document involve securities of a Japanesecompany. The joint share transfer is subject to disclosure requirements of Japan that are different from those of
the United States. Financial information included in this document, if any, was excerpted from financial
statements prepared in accordance with foreign accounting standards that may not be comparable to the financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since the issuer is located in Japan and some or all of its officers and directors reside outside of
the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanese court
for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates tosubject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the joint share transfer, such as
in the open market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the eventof any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language
original shall prevail in all respects.

The 113th
Annual General Meeting of Shareholders

Securities Code: 8527

Convocation Notice

Date andIn person attendance discouraged (entry restrictions)time

The Annual General Meeting of Shareholders will belive streamed on the Internet. To prevent further spread

June 24, 2022 (Friday)
10:00 a.m. (reception opens 9:00 a.m.)of Covid-19, we encourage you to refrain from
attending the meeting in person to the extent possible
and instead to view the live stream.
The Bank is only able to provide a limited number

Venue

of seats in order to prevent further spread of Covid14-12 Sakae 3-chome, Naka-ku, Nagoya
The Aichi Bank, Ltd.
Hall on the 8th floor of the head office
Deadline for exercise of voting rights inwriting or via the Internet

19. To facilitate this, attendance in person on the dayof the meeting requires the submission of an InPerson Attendance Prior Application (first come,first served). If you wish to attend the meeting inperson, please read the "Instructions for In-Person
Attendance Prior Application (first come, firstserved)" and follow the stated prior application
procedures. Shareholder attendance will be allowed

5:30 p.m., June 23, 2022 (Thursday)[Mementos not distributed]
In order to be fair to all of our shareholders,both those who attend the General Meeting of
Shareholders and those who are unable to doso, we will not distribute mementos toshareholders in attendance at the General
Meeting of Shareholders. Thank you for yourunderstanding.

on a first-come, first-served basis until all seats arefilled. Thank you for your understanding.
For details, see p. 7 through p. 10 of thisConvocation Notice.

- 1 -Management
philosophy
credo

and

Management Philosophy
Value the trust of the local community and contributeto the prosperity of the local community

Credo
Focus on robust management to contribute to the prosperity of the local community through development as abank
Emphasize compliance to become a bank that earns the trust of the local community through sincere service andinteraction
Become a bank that is relied on as a trusted partner for individuals and small and medium enterprises alike
Strive to provide quality, customer-focused financial products and services
Practice sound management by efficiently administering operations, energizing organizations, and improving
productivity

Table of contents
Notice of the 113th Annual General Meeting of Shareholders
How to exercise voting rights

3
5

How to view the live stream on the Internet

7

How to submit advance questions
8
Instructions for In-Person Attendance Prior Application (first
9
come, first served)[Reference Documents
Shareholders]

for

the

GeneralMeetingof

Proposal No. 1: Appropriation of Surplus

11

Proposal No. 2Approval of Share Transfer Plan with The
Chukyo Bank, Limited.
1.Reasons for implementing the share transfer

12

2.Overview of the share transfer plan
13
3.Matters concerning the appropriateness of the provisions
on matters listed in Article 773, Paragraph 1,
28
Subparagraphs 5 and 6 of the Companies Act
4.Matters concerning the appropriateness of the provisions
on matters listed in Article 773, Paragraph 1,
38
Subparagraphs 9 and 10 of the Companies Act
5.Matters relating to The Chukyo Bank
40
6.Description of events having a material effect on thestatus of company assets that occurred after the last day
41of the most recent fiscal year of the Bank

7.Matters set out in Article 74 of the Regulations for
Enforcement of the Companies Act regarding the persons 42
who will be directors of the wholly-owning parent
company incorporated in the Share Transfer
8.Matters set out in Article 74-3 of the Regulations for
Enforcement of the Companies Act regarding Directors
who are Members of the Audit Committee of the Joint
Holding Company. ··········································· 48
9.Matters set out in Article 77 of the Regulations for
Enforcement of the Companies Act regarding the person
who will be the accounting auditor of the Joint Holding
55
Company. ·····················································
Proposal No. 3
Election of Seven (7) Directors (excluding Audit Committee
56
Members)
Proposal No. 4
Election of Six (6) Directors who are Audit Committee 61
Members[Attachments]
Business Report for the 113th Term
74
Non-consolidated Financial Statements

94

Consolidated Financial Statements

97

Audit report

99

- 2 -

GreetingThank you for your continuing support and patronage.
We are pleased to announce that the 113th Annual General Meeting of Shareholders will be held on June 24(Friday).
I would like to take this opportunity to make a few remarks as we deliver the Convocation Notice.
First, I would like to express my sincere sympathies to all who have been impacted by the prolonged Covid-19
crisis. While we have yet to see an end to the pandemic, we at the Bank, each and every officer and employee, arecommitted to serving as the best possible partners for our customers in the difficult circumstances of the post/with
Covid world and will make every effort to consult with you and meet your needs.
In April of this year, we began to implement the“12th Medium-Term Business Plan” that articulates
three basic strategies as we seek to become a “leadingbank that creates value by providing the community
with reliable, trusted financial services and continuing
to grow with the region that we serve:” “strengthen
problem-solving capacity and reinforce channels (sales
strategy),” “optimize and improve the efficiency ofoperations (base strategy),” and “reform corporate
culture and develop human resources (talent strategy).”
As part of a broader effort to “go on offense,” theBank executed a “Basic Agreement on Business
Integration” with The Chukyo Bank, Limited. on
December 10, 2021, under which we have begun
preparations for the establishment of a holding
company in October of this year. Through these efforts
to meet the expectations of all of our stakeholders, we
endeavor to continue to achieve sustainable growth andimprove medium and long-term enterprise value.
We look forward to your continued support andguidance in these efforts.
June 2022
President- 3 -Securities Code: 8527
June 7, 2022

To our shareholders
14-12 Sakae 3-chome, Naka-ku, Nagoya

The Aichi Bank, Ltd.
President

Yukinori Ito

Notice of the 113th Annual General Meeting of Shareholders
Thank you as always for your patronage and support.
We are pleased to announce the 113th Annual General Meeting of Shareholders, which will be held as
indicated below.
To prevent the further spread of Covid-19, we encourage you not to attend the meeting in person but
instead exercise your voting rights in writing or via the Internet.
If you do wish to attend in person, you will need to submit an In-Person Attendance Prior Application(first come, first served).
As you exercise your voting rights, please study the reference documents for the General Meeting of
Shareholders below, read the information on “How to exercise voting rights” (p. 5–p. 6), and exercise yourvoting rights no later than 5:30 p.m., June 23, 2022 (Thursday).
Details
1. Date and time
2． Venue3.

10:00 a.m., June 24, 2022 (Friday) (reception opens 9:00 a.m.)
14-12, Sakae 3-chome, Naka-ku, Nagoya
Hall on the 8th Floor of the Head Office, The Aichi Bank, Ltd.

Purposes of the General Meeting of Shareholders
Matters to be
1. Business Report and Non-consolidated Financial Statements for the 113th fiscal
reported
year (from April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the 113th fiscal year (from April 1, 2021 toMarch 31, 2022) and results of audits of the Consolidated Financial Statements
performed by the Accounting Auditor and Audit Committee
Matters to beresolved
Proposal No.
Appropriation of Surplus
1
ProposalApproval of Share Transfer Plan with The Chukyo Bank, Limited.
No. 2
Proposal No.
Election of Seven (7) Directors (excluding Directors who are Audit Committee
3
Members)
Proposal No.
Election of Six (6) Directors who are Audit Committee Members
4

End of document- 4 -Internet Disclosure Items
Pursuant to laws, regulations, and Article 16 of the Bank’s Articles of Incorporation, the following
items are published on the Bank's Internet website and are therefore not included in this Convocation
Notice. Therefore, the documents attached to this Convocation Notice represent a part of the
documents audited by the Audit Committee and Financial Auditor in the preparation of their audit
reports.
1) “Matters Regarding Rights to Subscribe for New Shares, etc. of the Bank” and “Systems to Ensure
Proper Business Activities” in the Business Report
2) “Statement of Changes in Equity” and “Notes to the Non-Consolidated Financial Statements” in the
Financial Statements.
3) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements.
4) Among the matters to be presented in relation to Proposal 2 (Approval of the Share Transfer Plan
with The Chukyo Bank, Limited.) in the reference documents for the General Meeting of
Shareholders, matters in 1)–3) above for the final fiscal year of the other wholly-owned subsidiaryin the share transfer (The Chukyo Bank, Limited.)
Any revisions to the reference documents for the General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements, or Consolidated Financial Statements will be published inrevised form to the Bank's Internet website.
Bank website

https://www.aichibank.co.jp/

Attendance at the General Meeting of Shareholders
Please be sure to hand in the enclosed voting form at the registration desk when you attend on the day of themeeting.
Please bring this Convocation Notice with you to the meeting so that we can conserve resources.
In the exercise of voting rights by proxy, you may appoint one proxy who must be another shareholder holding
voting rights in the Bank. This shareholder may exercise your voting rights by presenting a document attesting to
the authority of proxy.
We are unable to provide parking and request that shareholders attending the meeting use public transportation,
etc.

Measures to prevent the spread of COVID-19<Requests to shareholders>
We are only able to provide a limited number of seats so as to ensure social distancing to prevent the spread of
Covid-19. Shareholders wishing to attend the meeting in person are therefore required to submit an In-Person
Attendance Prior Application (first come, first served).
The Bank will live stream this year’s Annual General Meeting of Shareholders over the Internet on the day of themeeting for viewing at home, etc.
We request that you refrain from attending the General Meeting of Shareholders in person and instead exercise
voting rights via the Internet or in writing (mail).
<Requests to shareholders attending in person>
Shareholders attending the meeting in person are requested to check their own health, wear masks, and take othersteps to prevent infection.
Your temperature will be measured with a non-contact thermometer at the venue reception desk. You may berefused entry if you have a confirmed fever of 37.5 degrees or higher, or if you otherwise appear to be ill.

- 5 -How to exercise voting rights
There are three ways to exercise your voting rights.

Attendance in person at the General Meeting of Shareholders *Attendance this year requires thesubmission of an In-Person Attendance Prior Application (first come, first served).
Turn in your voting form at the venue reception desk. (Affixing a seal is not required.)Date andtime

June 24, 2022 (Friday) 10:00 a.m. (reception opens 9:00 a.m.)

Venue

Hall on the 8th Floor of the Head Office, The Aichi Bank, Ltd.
(See “Access to the Venue for the General Meeting of Shareholders” at the end of thisdocument.)

Exercise your voting rights by mailIndicate your approval or disapproval for each of the proposals on the enclosed voting form and returnit by mail. Postage is not required.
Votingdeadline

June 23, 2022 (Thursday) Arrival no later than 5:30 p.m.

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.
Votingdeadline

June 23, 2022 (Thursday) No later than 5:30 p.m.
See the following page for details.

Handling of duplicate voting
If you exercise your voting rights both by the voting form and via the Internet, the exercise via the Internet
will be treated as the valid exercise of voting rights.
If you exercise voting rights more than once via the Internet, your last exercise will be treated as the valid
exercise of voting rights.

Exercising Voting Rights via the Internet- 6 -Exercising Voting Rights via the Internet
How to input your login ID andtemporary password

How to read the QR code
You can log in to the voting website without inputting the login ID
and temporary password printed on the Shareholder's Copy of the
Voting Form.

Votingwebsite1

1

Read the QR code printed on the Shareholder's Copy(right side) of the Voting Form.

https://evote.tr.mufg.jp/

Access voting website.

2 Input the "Login ID and Temporary password"printed on the Shareholder's copy (right side) of
the Voting Form to "log in."
"Input your "LoginID"
and"Temporary
password"
Click "Login"*

2"QR code" is a registered trademark of Denso Wave Inc.

For subsequent steps, follow the instructions on thescreen to indicate your approval or disapproval.

3 Input your new password and "Send."
Input your "Newpassword"
Click "Send"

4 For subsequent steps, follow the instructions on
the screen to indicate your vote.

You may log in with the QR code one time only.
If you wish to exercise voting rights again or to exercise voting rights without using the QR
code, follow the instructions in "How to input your login ID and temporary password" below.

For questions regarding
the system, etc.

Helpdesk, Securities Agent Department,
Mitsubishi UFJ Trust and Banking Corp.

0120-173-027 (Toll free; hours: 9:00 a.m.-9:00 p.m.)To our institutional investors,
You may make use of the electronic voting rights exercise platform operated by ICJ, Inc. if you have applied for use of that platform in advance.

- 7 -How to view the live stream on the Internet
The Bank will live stream the General Meeting of Shareholders over the Internet on the day of the meeting for viewing athome, etc.
Streaming date and time
June 24, 2022 (Friday) 10:00 a.m. to the conclusion of the General Meeting of Shareholders※ Live streaming may not be available in the event of disaster, upheaval, or spread of Covid-19, etc. Any changes in thelive stream will be published on the Bank’s website.
※ On the day of the meeting, the live viewing page can be accessed from around 30 minutes prior to the commencementof the meeting.
Recommended environments
The recommended environments for the site will be found at the URL below. Please confirm in advance. Internet Explorer
is not supported.
https://www.tr.mufg.jp/daikou/pdf/faq.pdf
How to view<<Back of enclosed voting form (image)>><<Back of enclosed Voting Form (image)>>
URL:

https://engagement-portal.tr.mufg.jp/❶ Prepare the "Login ID" and"Temporary
password"
required for the Shareholder
login screen.

Read

*

"QR code" is a registered trademark of Denso Wave Inc.

➋ Access the "Engagement
Portal" online site for the
General Meeting.

<<"Engagement Portal" online site for the General Meeting>>❸ Input your “Login ID” and“Password.” After logging in,click the "Live viewing" button,
confirm the Terms of Use forlive viewing, etc., and click"View."- 8 -[Notes on Internet participation]
Under the Companies Act, you will not be allowed to attend the General Meeting of Shareholders if you participate via theInternet and view the live stream. Because of this, the questions, exercise of voting rights, and submission of motions
allowed to shareholders at the General Meeting of Shareholders cannot be performed through Internet participation.
Please note the deadline for exercise of voting rights, and mail in your voting form or vote by the Internet as separately
instructed.
Participation in the General Meeting of Shareholders via the Internet is restricted to the actual shareholder. You arerequested to refrain from participation via proxies, etc.
There may be problems with the quality of the video or audio depending upon your terminal (model, performance, etc.) orInternet connection environment (congestion, connection speed, etc.). Thank you for your understanding.
Shareholders are responsible for the telecommunications charges, etc. incurred from viewing.
Should you lose the enclosed voting form, it can be reissued by contacting the contact point stated on page 10.
Please note that reissue may not be possible depending on the timing of the inquiry if there is less than approximately one
week before the date of the General Meeting of Shareholders.

How to submit advance questions
Acceptance period
From the arrival of this Convocation Notice to 5:30 PM, June 17, 2022 (Friday)
Acceptance method* “QR code” is a registered trademark of Denso Wave Inc.
URL: https://engagement-portal.tr.mufg.jp/
Use the URL above to access the “Engagement Portal” (the online site for the General Meeting of Shareholders).
On the shareholder authentication screen (login screen), input your “Login ID” and “Password,” confirm the Terms of Use,check the “I agree to the Terms of Use” box,, and click the “Login” button. You will find your “Login ID” and “Password”
on the back of the voting form enclosed with the Convocation Notice.
You can also use your smart phone or other device to read the QR code printed on the back of the voting form to log into
the “Engagement Portal” (the online site for the General Meeting of Shareholders) without having to input your “Login ID”
and “Password.”
After logging in, click on the “Advance questions” button.
Select the question category, input your question, confirm the Terms of Use, check the “I agree to the Terms of Use” box,
and click the “To confirmation screen” button.
Confirm the content of your question and click the “Send” button.
Recommended environments
The recommended environments for the site will be found at the URL below. Please confirm in advance. Internet Explorer
is not supported.
https://www.tr.mufg.jp/daikou/pdf/faq.pdf- 9 -(Notes on advance questions)
Questions are limited to content related to the purposes of the General Meeting.
As a rule, one question per person will be accepted. Thank you for your cooperation.
On the day of the General Meeting, we plan to respond to those questions received from shareholders deemed to be ofparticularly high interest to shareholders and for which the Bank is able to provide responses. Questions for which the Bankwas unable to provide a response will be used as future reference.
The submission of a question does not guarantee a response. The Bank is unable to provide individual responses to questions
not addressed during the meeting.
Shareholders are responsible for all telecoms charges, etc. for use.

Instructions for In-Person Attendance Prior Application (first come, first served)
Only a limited number of seats will be available in the venue. Shareholders desiring to participate in person at the venue arerequested to confirm the details below and comply with the in-person attendance prior application procedures.
Acceptance period
From the arrival of this Convocation Notice to 5:30 PM, June 17, 2022 (Friday)
Number of applicants accepted
In-Person Attendance Prior Applications are accepted on a first-come, first-served basis. A maximum of 60 seats areavailable. Applications will no longer be accepted when the maximum number of seats has been filled. We will notify
you by email on or around June 20, 2022 regardless of the results.
Acceptance method* “QR code” is a registered trademark of Denso Wave Inc.
URL: https://engagement-portal.tr.mufg.jp/
Use the URL above to access the “Engagement Portal” (the online site for the General Meeting of Shareholders).
On the shareholder authentication screen (login screen), input your “Login ID” and “Password,” confirm the Terms of Use,check the “I agree to the Terms of Use” box,, and click the “Login” button. You will find your “Login ID” and “Password”
on the back of the voting form enclosed with the Convocation Notice.
You can also use your smart phone or other device to read the QR code printed on the back of the voting form to log into
the “Engagement Portal” (the online site for the General Meeting of Shareholders) without having to input your “Login ID”
and “Password.”
After logging in, click on the “In-Person Attendance Prior Application” button.
Input the required information, confirm the Terms of Use, check the “I agree to the Terms of Use” box, and click the “To
confirmation screen” button.
Confirm the information input and click the “Send” button.

- 10 -

Recommended environments
The recommended environments for the site will be found at the URL below. Please confirm in advance. Internet Explorer
is not supported.
https://www.tr.mufg.jp/daikou/pdf/faq.pdf
Entry to the venueYour identity will be confirmed at the venue reception desk. Please bring with you your voting form and confirmation of
the results of your In-Person Attendance Prior Application (first come, first served) (a smartphone from which we canconfirm the results e-mail or a printed copy of the results e-mail).
(Notes on In-Person Attendance Prior Applications)
Only shareholders who have applied in advance and whose applications were within the maximum number of seats available
will be allowed entry into the venue. Only the relevant shareholder will be allowed entry.
Shareholders are responsible for all telecoms charges, etc. for use.
Contact for questions concerning TEL: 0120-676-808 (toll free)
the online site for the General Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency Division
Meeting of Shareholders(9:00 a.m.–5:00 p.m. weekdays (closed Saturdays, Sundays, and holidays). Also available from 9:00 a.m. on the dayof the General Meeting of Shareholders until the conclusion of the General Meeting of Shareholders)- 11 -

Reference Documents for the General Meeting of Shareholders
Proposals and References
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.
1.

Year-end dividends
Based on a comprehensive consideration of business performance and the future business environment,
the Bank proposes that the year-end dividend for the 113th fiscal year be an ordinary dividend of 220
yen per share.
This will result in an annual dividend for the current fiscal year of 310 yen per share (ordinary dividendof 310 yen).

(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and total amount thereof
The Bank proposes to pay a dividend of 220 yen per common share of the Bank.
In this event, the total dividend would be 2,368,754,960 yen.
(3) Effective date of dividend of surplus
The Bank proposes an effective date of June 27, 2022.
2.

Other matters concerning the appropriation of surplus(1) Item of surplus to be increased and amount of increase
General reserve

6,000,000,000 yen(2) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward

6,000,000,000 yen- 12 -

Proposal No. 2
Approval of Share Transfer Plan with The Chukyo Bank, Limited.
The Aichi Bank,Ltd. (the “Bank”) and The Chukyo Bank, Limited ("Chukyo Bank") (collectively, the"Banks"), in accordance with the basic agreement executed by the Banks on December 10, 2021 (“Basic
Agreement”), resolved at the meetings of their respective boards of directors held on May 11, 2022 to form
“Aichi Financial Group, Inc.” (the “Joint Holding Company”) that would become the wholly-owning parent
company of the Banks via a joint share transfer method on October 3, 2022 (the “Share Transfer”), and resolvedon the outline of the Joint Holding Company and terms and conditions of the Share Transfer. The Banks also
entered into a business integration agreement (the “Business Integration Agreement”) and jointly prepared ashare transfer plan (the “Share Transfer Plan”) dated May 11, 2022.
Chukyo Bank also executed a treasury stock tender offer application agreement (the “Treasury Stock Tender
Offer Application Agreement”) with MUFG Bank, Ltd. (“MUFG Bank”) on May 11, 2022, on the presumptionof the approval of the Banks’ respective general meetings of shareholders to the Share Transfer, which stipulates
that Chukyo Bank will implement a tender offer with respect to treasury shares (hereinafter the “Treasury Stock
Tender Offer”), and that MUFG Bank will tender all 8,534,385 Chukyo Bank ordinary shares it owns in the
Treasury Stock Tender Offer. The Share Transfer will be implemented conditional on the approval of the
Banks’ respective general meetings of shareholders and clearances from relevant authorities being obtained,
and on the settlement of the Treasury Stock Tender Offer being lawfully completed after MUFG Bank tenders
all 8,534,385 Chukyo Bank ordinary shares that it owns, etc.
The Bank has made this proposal to ask for your approval of the Share Transfer Plan.
The reasons for the Share Transfer, a summary of the Share Transfer Plan, and other matters relating to this
proposal are as follows.
1.

Reasons for Implementing the Share Transfer
The Banks, as local financial institutions with their main branches located in Aichi Prefecture, which isa center for a variety of industries, have fulfilled their social missions and built solid operation bases withthe support from local residents.
With recent changes in industrial structures and social environments nationwide such as environmental
problems and the post-COVID-19 environment, in Aichi Prefecture and the surrounding Tokai area inwhich the Banks operate (the “Region”), customer needs are becoming more sophisticated anddiversified as the management issues of business customers and the lifestyles of individual customers
change and the Banks believe they are at a turning point in terms of expanding their business
opportunities with increased missions and roles as local financial institutions. While the market isbecoming increasingly competitive with new entrants in the financial area from different industries suchas fintech companies, the Banks are required to develop new financial businesses that can be the primarysource of revenue, not just as competitors of those new entrants, but by establishing business alliancesthat utilize their respective technologies and operating bases and by effectively taking advantage of
deregulation under the Banking Act, thereby building a sustainable profit base and contributing to the
local community as local financial institutions.
Being aware of such management environment and issues and continuing to respond to the expectationsof local residents while the competition with other financial institutions including those in adjacentprefectures intensifies in the fertile market of the Region, which is expected to expand, the Banks decided
that the best option to contribute to the development of their stakeholders is to utilize the management
resources and strengths of the Banks that have built their operation bases in the Region over many years,
achieve business integration between urban financial institutions, enhance their competitive edge by
displaying an outstanding presence, and continue providing advanced financial services.
Based on the Basic Agreement, the Banks have been advancing deliberations and considerations in
anticipation of a business integration (the "Business Integration"), which will proceed under a basic- 13 -

policy of the formation of the Joint Holding Company, targeted for October 3, 2022, via the Share
Transfer, and a future merger of the Banks under the Joint Holding Company, and on May 11, 2022 theBanks reached a definitive agreement regarding this Business Integration in a spirit of mutual trust andequality.
2.

Overview of the Share Transfer Plan
An overview of the Share Transfer Plan is provided in the Share Transfer Plan (Copy) below.
See “113th Annual General Meeting of Shareholders: Reference Documents for the General Meeting of
Shareholders <Supplement> (pages 25 to 156)” for Exhibit 2-(1)-1 through Exhibit 3-(9)-2 (details ofrights to subscribe for new shares) set forth in Article 6 of the Share Transfer Plan (Copy).

- 14 -

Share Transfer Plan (copy)
The Aichi Bank, Ltd. (“Aichi Bank”) and The Chukyo Bank, Limited (“Chukyo Bank”) have agreed to carryout a share transfer by means of a joint share transfer, and therefore jointly prepare a share transfer plan (this“Plan”) as follows.

Article 1.
Share Transfer
In accordance with the provisions of this Plan, on the Establishment Date (defined in Article 7; hereinafter thesame) of the wholly-owning parent company incorporated in a share transfer that is newly incorporated bymeans of a joint share transfer (the “New Company”), Aichi Bank and Chukyo Bank shall carry out a sharetransfer (the “Share Transfer”) causing the New Company to acquire all of the issued shares of Aichi Bank and
Chukyo Bank, and as a result, Aichi Bank and Chukyo Bank will become wholly-owned subsidiaries of the
New Company.
Article 2.
Purpose, Trade Name, Headquarters Location, Total Number of Authorized Shares andOther Matters to be Set Forth in the Articles of Incorporation of the New Company
1. The New Company purpose, trade name, headquarters location, and total number of authorized sharesshall be as follows.
(1)
PurposeThe purpose of the New Company shall be as set forth in Article 2 of the Articles of Incorporation
set forth in Exhibit 1.
(2)
Trade Name
The trade name of the New Company will be Aichi Financial Group, Inc.
(3)
Headquarters Location
The location of the headquarters of the New Company shall be Nagoya, Aichi Prefecture, and theaddress of its headquarters shall be 14-12 Sakae 3-chome, Naka-ku, Nagoya, Aichi Prefecture.
(4)
Total number of authorized shares
The total number of authorized shares of the New Company shall be 150,000,000 shares.
2. In addition to the matters listed in the preceding paragraph, the matters to be provided for in the articles ofincorporation of the New Company shall be as set forth in the Articles of Incorporation in Exhibit 1.

- 15 -

Article 3.
1.

2.

3.

Names of the Directors and Accounting Auditor at the Time of Establishment of the New
Company
The names of the directors at the time of establishment of the New Company (excluding directors at thetime of establishment who are Audit Committee members at the time of establishment) are as follows.
Director (planned to be appointed as President and Representative Director)
Yukinori Ito
Director (planned to be appointed as Vice President and Representative Director)
Hideo Kobayashi
Director
Nobuhiko Kuratomi
Director
Hiroyasu Matsuno
Director
Hiroaki Yoshikawa
Director
Makoto Hayakawa
Director
Norimasa Suzuki
Director
Kenji Ito
Director
Hisashi Sebayashi
The names of Directors at the time of establishment of the New Company who are Audit Committee
members at the time of establishment are as follows.
Director
Masahiro Kato
Outside Director
Yasutoshi Emoto
Outside Director
Yuki Shibata
Outside Director
Chieko Murata
Outside Director
Yoshiko Kurimoto
Outside Director
Takumi Azuma
The name of the accounting auditor at the time of establishment of the New Company is as follows.
KPMG AZSA LLC

Article 4.
Shares to be Delivered at the Time of the Share Transfer and Their Allocation
1. At the time of the Share Transfer, the New Company shall deliver to the shareholders of Aichi Bank and
Chukyo Bank at the time immediately prior to the point in time that the New Company acquires all issued
shares of Aichi Bank and Chukyo Bank (the “Reference Time”), in exchange for the common shares of
Aichi Bank and Chukyo Bank that they respectively own, common shares of the New Company (the“Issued Shares”) in the same number as the total of (i) the number obtained by multiplying the total
number of common shares issued by Aichi Bank as of the Reference Time by 3.33, and (ii) the number
obtained by multiplying the total number of common shares issued by Chukyo Bank as of the ReferenceTime by 1.
2. The New Company shall allocate the Issued Shares that are issued pursuant to the provisions of thepreceding paragraph to the shareholders of Aichi Bank and Chukyo Bank at the Reference Time in thefollowing proportions (the “Share Transfer Ratio”).
(1) To shareholders of Aichi Bank, 3.33 common shares of the New Company for each common share of
Aichi Bank that the shareholder owns.
(2) To shareholders of Chukyo Bank, 1 common share of the New Company for each common share of
Chukyo Bank that the shareholder owns.
3. Any fraction of less than one share in the calculation set forth in the preceding two paragraphs shall behandled in accordance with the provisions of Article 234 of the Companies Act (Act No. 86 of July 26,
2005, as amended; hereinafter the same) and other relevant laws and regulations.

- 16 -

Article 5.
Amounts of the New Company’s Capital and Reserves
The amounts of capital and reserves on the Establishment Date of the New Company shall be as follows.
(1)
Amount of stated capital
20,000,000,000 yen(2)
Amount of capital reserves
5,000,000,000 yen(3)
Amount of retained earnings reserves
0 yen
(4)
Amount of capital surplus The amount obtained by subtracting the total of the amounts set forth in (1)and (2) above from the amount of changes in shareholder equity stipulated
in Article 52(1) of the Regulations on Corporate Accounting.

- 17 -

Article 6.
1.

Rights to Subscribe for New Shares to be Delivered at the Time of the Share Transfer and
Their Allocation
Delivery of Rights to Subscribe for New Shares(1) At the time of the Share Transfer, the New Company shall respectively deliver the rights to subscribe
for new shares of the New Company listed in Column 2 to holders of each right to subscribe for new
shares issued by Aichi Bank listed in Column 1 from (1) to (10) in the table below at the Reference
Time, in exchange for the Aichi Bank rights to subscribe for new shares that they respectively own,
in the same number as the total of the Aichi Bank rights to subscribe for new shares at the Reference
Time.
Column 1

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

Name
The Aichi Bank, Ltd.
Series 1 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 2 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 3 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 4 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 5 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 6 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 7 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 8 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 9 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 10 Rights to
Subscribe for New
SharesColumn 2
Details
As stated in
Exhibit 2-(1)1Name
Aichi Financial Group, Inc.
Series 1 Rights to Subscribe for
New Shares

Details
As stated in
Exhibit2(1)-2

As stated in
Exhibit 2-(2)1

Aichi Financial Group, Inc.
Series 2 Rights to Subscribe for
New Shares

As stated in
Exhibit2(2)-2

As stated in
Exhibit 2-(3)1

Aichi Financial Group, Inc.
Series 3 Rights to Subscribe for
New Shares

As stated in
Exhibit2(3)-2

As stated in
Exhibit 2-(4)1

Aichi Financial Group, Inc.
Series 4 Rights to Subscribe for
New Shares

As stated in
Exhibit2(4)-2

As stated in
Exhibit 2-(5)1

Aichi Financial Group, Inc.
Series 5 Rights to Subscribe for
New Shares

As stated in
Exhibit2(5)-2

As stated in
Exhibit 2-(6)1

Aichi Financial Group, Inc.
Series 6 Rights to Subscribe for
New Shares

As stated in
Exhibit2(6)-2

As stated in
Exhibit 2-(7)1

Aichi Financial Group, Inc.
Series 7 Rights to Subscribe for
New Shares

As stated in
Exhibit2(7)-2

As stated in
Exhibit 2-(8)1

Aichi Financial Group, Inc.
Series 8 Rights to Subscribe for
New Shares

As stated in
Exhibit2(8)-2

As stated in
Exhibit 2-(9)1

Aichi Financial Group, Inc.
Series 9 Rights to Subscribe for
New Shares

As stated in
Exhibit2(9)-2

As stated in
Exhibit2(10)-1

Aichi Financial Group, Inc.
Series 10 Rights to Subscribe for
New Shares

As stated in
Exhibit2(10)-2(2) At the time of the Share Transfer, the New Company shall respectively deliver the rights to subscribe
for new shares of the New Company listed in Column 2 to holders of each right to subscribe for new
shares issued by Chukyo Bank listed in Column 1 from (1) to (9) in the table below at the Reference
Time, in exchange for the Chukyo Bank stock rights to subscribe for new shares that they
respectively own, in the same number as total of the Chukyo Bank rights to subscribe for new sharesat the Reference Time.

- 18 -Column 1

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Name
The Chukyo Bank,
Limited.
Series 1 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 2 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 3 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 4 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 5 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 6 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 7 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 8 Rights to
Subscribe for New
SharesThe Chukyo Bank,
Limited.
Series 9 Rights to
Subscribe for New
SharesColumn 2
Details
As stated in
Exhibit 3-(1)1Name
Aichi Financial Group, Inc.
Series 11 Rights to Subscribe for
New Shares

Details
As stated in
Exhibit 3-(1)2

As stated in
Exhibit 3-(2)1

Aichi Financial Group, Inc.
Series 12 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(2)2

As stated in
Exhibit 3-(3)1

Aichi Financial Group, Inc.
Series 13 Rights to Subscribe for

As stated in
Exhibit 3-(3)2

As stated in
Exhibit 3-(4)1

Aichi Financial Group, Inc.
Series 14 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(4)2

As stated in
Exhibit 3-(5)1

Aichi Financial Group, Inc.
Series 15 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(5)2

As stated in
Exhibit 3-(6)1

Aichi Financial Group, Inc.
Series 16 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(6)2

As stated in
Exhibit 3-(7)1

Aichi Financial Group, Inc.
Series 17 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(7)2

As stated in
Exhibit 3-(8)1

Aichi Financial Group, Inc.
Series 18 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(8)2

As stated in
Exhibit 3-(9)1

Aichi Financial Group, Inc.
Series 19 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(9)2- 19 -New Shares

2.

Allocation of Rights to Subscribe for New Shares(1) At the time of the Share Transfer, the New Company shall allocate to the holders of Aichi Bank
rights to subscribe for new shares at the Reference Time, one right to subscribe for new shares listedin Column 2 respectively for each of the rights to subscribe for new shares listed in Column 1 from
(1) to (10) in the table in item (1) of the preceding paragraph.
(2) At the time of the Share Transfer, the New Company shall allocate to the holders of Chukyo Bank
rights to subscribe for new shares at the Reference Time one right to subscribe for new shares listedin Column 2 respectively for each of the rights to subscribe for new shares listed in Column 1 from
(1) to (9) in the table in item (2) of the preceding paragraph.

Article 7.
New Company Establishment Date
The date on which the incorporation of the New Company is to be registered (referred to as the “Establishment
Date” in this Plan) shall be October 3, 2022; provided, however, that Aichi Bank and Chukyo Bank may change
this by agreement upon consultation if necessary due to the progress of the procedures for the Share Transfer orfor other reasons.
Article 8.
General Meetings of Shareholders to Approve the Share Transfer Plan
1. Aichi Bank shall convene an ordinary general meeting of shareholders on June 24, 2022, and seek
resolutions regarding approval of this Plan and matters required for the Share Transfer.
2. Chukyo Bank shall convene an ordinary general meeting of shareholders on June 24, 2022, and seek
resolutions regarding approval of this Plan and matters required for the Share Transfer.
3. If necessary due to the progress of the procedures for the Share Transfer or for any other reason, Aichi
Bank and Chukyo Bank may, upon consultation and by agreement, change the date of each general
meeting of shareholders requesting resolutions regarding the approval of this Plan and the matters required
for the Share Transfer stipulated in the preceding two paragraphs.
Article 9.
Share Listing and Shareholder Register Administrator
1. On the Establishment Date, the New Company plans to list its common shares on the Tokyo Stock
Exchange, Inc. (“TSE”) Prime Market and the Nagoya Stock Exchange, Inc. (“NSE”) Premier Market, andAichi Bank and Chukyo Bank shall, upon consultation, mutually cooperate to the extent possible to carryout the procedures required for such listing.
2. Aichi Bank and Chukyo Bank shall mutually cooperate and carry out necessary procedures to ensure thatthe listing of common shares issued by the New Company on the TSE Prime Market and on the NSE
Premier Market is maintained.
3. The shareholder register administrator for the New Company at the time of establishment will be
Mitsubishi UFJ Trust and Banking Corporation.

- 20 -

Article 10.
Dividend of Surplus
1. Aichi Bank may distribute dividends of surplus respectively (i) up to a maximum of 220 yen per commonshare to common shareholders or registered pledgees of common shares of Aichi Bank that are entered orrecorded in the final shareholders’ list on March 31, 2022, and (ii) up to a maximum of 150 yen percommon share to common shareholders or registered pledgees of common shares of Aichi Bank that areentered or recorded in the final shareholders’ list on September 30, 2022.
2. Chukyo Bank may distribute dividends of surplus respectively (i) up to a maximum of 35 yen per commonshare to common shareholders or registered pledgees of common shares of Chukyo Bank that are enteredor recorded in the final shareholders’ list on March 31, 2022, and (ii) distribute dividends of surplus up to a
maximum of 141 yen per common share to common shareholders or registered pledgees of common sharesof Chukyo Bank that are entered or recorded in the final shareholders’ list on September 30, 2022.
3. Except for the cases set forth in the preceding two paragraphs, during the period after the preparation ofthis Plan and until the New Company Establishment Date, Aichi Bank and Chukyo Bank shall not pass a
resolution to distribute dividends of surplus with a record date on or before the New Company’s
Establishment Date; provided, however, that this provision will not apply if Aichi Bank and Chukyo Bank
reach an agreement through consultation.
Article 11.
Retirement of Treasury Shares
Aichi Bank and Chukyo Bank shall retire all of the treasury shares that they each hold as of the Reference Time(including treasury shares to be acquired in response to a dissenting shareholder's exercise of appraisal rights asprescribed in Article 806(1) of the Companies Act exercised at the time of the Share Transfer) pursuant toresolutions of their respective board of directors meetings held by the day before the New Company
Establishment Date.
Article 12.
Management, etc. of Company Assets
1. During the period after the preparation of this Plan and until the New Company’s Establishment Date,
Aichi Bank and Chukyo Bank respectively shall carry out the performance of their own business andmanage and operate their assets with the due care of a prudent manager, and shall cause their respective
subsidiaries to perform their own business and manage and operate their assets with the due care of aprudent manager, and except where otherwise set out in this Plan, shall carry out or cause to be carried out
acts that could have a material impact on their respective assets or rights and duties after consulting andagreeing in advance.
2. During the period after the preparation of this Plan and until the New Company’s Establishment Date, if
Aichi Bank and Chukyo Bank discover grounds or circumstances that could have a material adverse effecton the execution of the Share Transfer or the reasonableness of the Share Transfer Ratio, they shallpromptly give written notice thereof to the other party and consult in good faith on the handling thereof.

- 21 -

Article 13.
Effect of this Plan
This Plan shall lose effect if the general meeting of shareholders of either Aichi Bank or Chukyo Bank set forthin Article 8 does not approve this Plan and resolve the matters necessary for the Share Transfer, if permits, etc.
by relevant authorities necessary upon conducting the Share Transfer (including, but not limited to, the approval
provided for in Article 52-17(1) of the Banking Act regarding the Share Transfer) are not obtained by the New
Company’s Establishment Date, or if the Share Transfer is suspended based on the following article.
Article 14.
Changes to Share Transfer Conditions and Suspension of the Share Transfer
During the period after the preparation of this Plan and until the New Company’s Establishment Date, if amaterial change has occurred or if it is discovered that there is an event that has a material impact on thefinancial or management condition of Aichi Bank or Chukyo Bank, if a situation that would materially impede
the execution of the Share Transfer occurs or becomes evident, or if it otherwise becomes significantly difficult
to achieve the purpose of this Plan, Aichi Bank and Chukyo Bank may, upon consultation and by agreement,
amend the terms and conditions of the Share Transfer or suspend the Share Transfer.
Article 15.
Matters for Consultation
In addition to the matters stipulated in this Plan, Aichi Bank and Chukyo Bank shall separately consult on anddetermine matters not provided in this Plan and other matters required for the Share Transfer in accordance with
the intent of this Plan.
IN WITNESS WHEREOF, two counterparts of this Plan are prepared, and upon affixing their names and seals
thereto, one counterpart will be held by each of Aichi Bank and Chukyo Bank.

May 11, 2022
Aichi Bank：

14-12 Sakae 3-chome, Naka-ku, Nagoya, Aichi
The Aichi Bank, Ltd.
President
Yukinori Ito
seal

Chukyo Bank:

33-13 Sakae 3-chome, Naka-ku, Nagoya, Aichi
The Chukyo Bank, Limited
President
Hideo Kobayashi seal

- 22 -

Exhibit 1
Aichi Financial Group, Inc. Articles of Incorporation

Chapter I.

General Provisions

Article 1.
Trade Name
The trade name of the Company is Aichi Financial Group, Inc.
Article 2.
PurposeAs a bank holding company, the purpose of the Company is to engage in the following business.
(1) Business management of banks and companies capable of being subsidiaries under the Banking Act(2) All business that is incidental or related to the business set forth in the preceding subparagraph(3) In addition to the businesses listed in the two preceding subparagraphs, business that can be carriedout by a bank holding company under the Banking Act
Article 3.
Location of Headquarters
The Company locates its headquarters in Nagoya.
Article 4.
Method of Public Notice
1. Public notices of the Company shall be given by electronic means.
2. If the Company is unable to issue an electronic public notice due to unavoidable circumstances, notice
will be given by means of publication in the Nihon Keizai Shimbun and Chunichi Shimbun.
Chapter II.

Shares

Article 5.
Total Number of Authorized Shares
The total number of authorized shares of the Company shall be 150,000,000 shares.
Article 6.
Acquisition of Treasury Shares
Pursuant to the provisions of Article 165(2) of the Companies Act, the Company may acquire treasury sharesthrough market transactions or the like by a resolution of the Board of Directors.
Article 7.
Share Units
The number of the Company’s shares constituting one unit shall be 100 shares.
Article 8.
Demand for Sale to Holder of Shares Less than One Unit
A shareholder who holds shares in the Company that are less than one unit may demand that the Company
sell shares of a number sufficient to constitute a share unit when combined with the number of shares of lessthan one unit held by that shareholder (“Additional Purchase”).

- 23 -

Article 9.
Limitation of Rights of Holder of Shares Less than One Unit
Shareholders holding less than one full unit of the Company’s shares may not exercise other than the rights
listed below.
(1) The rights listed in each subparagraph of Article 189(2) of the Companies Act.
(2) The right to demand acquisition of shares with a put option.
(3) The right to receive allocation of shares for subscription or rights to subscribe for new shares forsubscription.
(4) The right allowing a demand for an Additional Purchase of shares less than one full unit prescribedin the preceding article.
Article 10.
Shareholder Register Administrator
1. The Company has a shareholder register administrator.
2. The shareholder register administrator and the place where administrative work will be conducted shallbe selected by resolution of the Board of Directors and public notice shall be made thereof.
Article 11.
Share Handling Regulations
Recording or entering matters in the shareholder register and register of rights to subscribe for new shares,
the acquisition or Additional Purchase of shares of less than one full unit, any other handling and fees withrespect to shares or rights to subscribe for new shares, and procedures, etc. upon the exercise of shareholder
rights shall be in accordance with laws and regulations or these Articles of Incorporation, as well as the sharehandling regulations established by the Board of Directors.
Article 12.
Record Date
1. The Company recognizes shareholders that are entered or recorded as shareholders with voting rights inthe final shareholder register on March 31 each year as shareholders that are able to exercise rights at theordinary general meeting of shareholders for that fiscal year.
2. Notwithstanding the preceding paragraph, when necessary the Company may, by a resolution of the Boardof Directors and the provision of prior public notice, deem the shareholders or registered pledgees ofshares entered or recorded in the final shareholder register as of a certain date as the shareholders or
registered pledgees of shares eligible to exercise their rights.
Chapter III.

General Meetings of Shareholders

Article 13.
Convocation
An ordinary general meeting of shareholders shall be convened in June of each year, and extraordinary
general meetings of shareholders shall be convened as necessary.
Article 14.
Place of Convocation
General meetings of shareholders shall be convened at the location of the headquarters or at an adjacentlocation.
Article 15.
Convener and Chair
1. Unless otherwise provided in laws and regulations, general meetings of shareholders shall be convenedby the President based on a resolution of the Board of Directors. If the President is not available, thegeneral meeting of shareholders shall be convened by another Director in accordance with the order set
forth in advance by the Board of Directors.
2. The President shall serve as chair of the general meeting of shareholders. If the President is not available,another Director shall serve as chair, in accordance with the order set forth in advance by the Board of
Directors.

- 24 -

Article 16.
Electronic Provision Measures
1. When convening a general meeting of shareholders, the Company shall take electronic measures toprovide the information contained in the general meeting of shareholders reference documents, etc.
2. The Company may omit from stating in the document to be delivered to shareholders who have made arequest for delivery in writing by the record date for voting rights all or part of the matters prescribed in
an order of the Ministry of Justice that are the matters for which electronic provision measures are taken.
Article 17.
Exercising Voting Rights by Proxy
1. Shareholders may exercise voting rights through a proxy who is a shareholder holding voting rights in the
Company.
2. In the case of the preceding paragraph, the shareholder or the proxy shall submit a written statement
certifying rights of proxy to the Company for each general meeting of shareholders.
Article 18.
Method of Resolution
1. Resolutions of a general meeting of shareholders shall be made by a majority of the votes of shareholders
present who are entitled to exercise voting rights, unless otherwise provided for by laws or regulations orthese Articles of Incorporation.
2. Except where otherwise provided in these Articles of Incorporation, resolutions that are pursuant to theprovisions of Article 309(2) of the Companies Act shall be made by no less than two-thirds of the voting
rights at a meeting where shareholders holding no less than one-third of the voting rights of shareholders
entitled to exercise voting rights are present.
Article 19.
Minutes of Meeting
The main points of the developments and the results of the proceedings at the general meeting ofshareholders and other matters prescribed by laws and regulations shall be entered or recorded in minutes.
Chapter IV.

Directors and Board of Directors

Article 20.
Establishment of the Board of Directors
The Company shall have a board of directors.
Article 21.
Number of Directors
1. The number of directors of the Company shall be no more than 20.
2. Of the directors set forth in the preceding paragraph, the number of directors who are audit committee
members (“Audit Committee Members”) shall be no more than 10.
Article 22.
Election of Directors
1. Directors will be elected by resolution of a general meeting of shareholders by distinguishing between
Audit Committee Members and other directors.
2. Resolutions for the election of directors shall be made by a majority of the voting rights at a meeting
where shareholders holding no less than one-third of the voting rights of shareholders entitled to exercise
their voting rights are present.
3. Cumulative voting is not used for resolutions to elect directors.

- 25 -

Article 23.
Term of Office of Directors
1. The term of office of a director shall expire at the close of the ordinary general meeting of shareholders
held with respect to the last fiscal year ending within one year of the director’s election.
2. Notwithstanding the preceding paragraph, the term of office of an Audit Committee Member shall expire
at the close of the ordinary general meeting of shareholders held with respect to the last fiscal year ending
within two years of the Audit Committee Member's election.
3. The term of office of an Audit Committee Member who is elected to fill the position of an Audit
Committee Member who has resigned shall be the remaining term of office of the outgoing Audit
Committee Member.
Article 24.
Representative Director and Executive Directors
1. The Representative Director(s) shall be appointed by resolution of the Board of Directors.
2. The Representative Director(s) represents the company.
3. The Board of Directors shall by resolution of the Board of Directors appoint one President, and asnecessary, may appoint one Chairperson and several Vice Presidents, Senior Managing Directors andManaging Directors.
Article 25.
Convener and Chairperson of Board of Directors
Unless otherwise provided by laws and regulations, meetings of the Board of Directors shall be convened
and chaired by the President. If the President is not available, the meeting of the Board of Directors shall be
convened and chaired by another director in accordance with the order set forth in advance by the Board of
Directors.
Article 26.
Board of Director Convocation Notices
1. A notice convening a meeting of the Board of Directors shall be sent to each director at least three days
prior to the meeting date; provided, however, that this period may be shortened in the case of urgency.
2. When all of the directors have given their consent, a meeting of the Board of Directors may be held
without going through convocation procedures.
Article 27.
Method of Resolutions of the Board of Directors
Resolutions of the Board of Directors shall be made by a majority of the directors present at a meeting
attended by a majority of the directors.
Article 28.
Omission of Board of Directors Resolution
If the directors unanimously agree in writing or by electromagnetic record regarding a matter for resolutionthat has come before the Board of Directors, it shall be deemed that there was a resolution by the Board of
Directors approving that matter for resolution.
Article 29.
Delegation of Business Execution Decisions to Directors
Pursuant to the provisions of Article 399-13(6) of the Companies Act, the Company may delegate all or partof important business execution decisions (excluding matters listed in each item of Paragraph 5 of said
article) to directors by resolution of the Board of Directors.
Article 30.
Minutes of Board of Directors Meeting
The main points of the developments and results of Board of Directors meetings and other matters prescribedby laws and regulations shall be entered or recorded in meeting minutes, and the directors present at themeeting shall sign or affix their names and seals or digital signatures there to.

- 26 -

Article 31.
Board of Directors Meeting Regulations
Matters concerning the Board of Directors shall be as provided in the Regulations of the Board of Directors
set forth by the Board of Directors, in addition to laws and regulations and these Articles of Incorporation.
Article 32.
Director Remuneration
Remuneration, etc. for directors shall be determined separately for Audit Committee Members and otherdirectors by resolution of the general meeting of shareholders.
Article 33.
Limitation of Liability Agreements with Directors
Pursuant to the provisions of Article 427(1) of the Companies Act, the Company may enter into agreementswith directors (excluding those who are executive directors, etc.) to limit compensation liability for the acts
set forth in Article 423(1) of the Companies Act; provided, however, that the maximum amount ofcompensation liability pursuant to such agreements shall be the minimum liability amount stipulated by laws
and regulations.
Chapter V.

Audit Committee

Article 34.
Establishment of Audit Committee
The Company shall have an Audit Committee.
Article 35.
Convocation Notice for Audit Committee
1. Convocation notices for meetings of the Audit Committee shall be issued to Audit Committee Members
at least three days prior to the meeting date; provided, however, that this period may be shortened in thecase of urgency.
2. An Audit Committee meeting may be held without convocation procedures with the consent of all Audit
Committee Members.
Article 36.
Method of Resolutions of the Audit Committee
Resolutions of the Audit Committee meetings shall be made by a majority of the Audit Committee Memberspresent at a meeting attended by the majority of the Audit Committee Members.
Article 37.
Minutes of Audit Committee Meetings
The main points of the developments and results of Audit Committee meetings and other matters prescribedby laws and regulations shall be entered or recorded in meeting minutes, and the Audit Committee Memberspresent at the meeting shall sign or affix their names and seals or digital signature thereto.
Article 38.
Audit Committee Regulations
Matters concerning the Audit Committee shall be as provided in the Regulations of the Audit Committee set
forth by the Audit Committee, in addition to laws and regulations and these Articles of Incorporation.

- 27 -

Chapter VI.

Accounting Auditor

Article 39.
Establishment of Accounting Auditor
The company will have an accounting auditor.
Article 40.
Election of Accounting Auditor
The accounting auditor will be elected by a resolution of the general meeting of shareholders.
Article 41.
Accounting Auditor’s Term of Office
1. The term of office of the accounting auditor shall expire at the close of the ordinary general meeting ofshareholders held with respect to the last fiscal year ending within one year of their election.
2. Unless otherwise resolved at the ordinary general meeting of shareholders under the preceding paragraph,the accounting auditor shall be deemed to have been re-elected at that ordinary general meeting ofshareholders.
Article 42.
Accounting Auditor Remuneration
Remuneration, etc., for the accounting auditor will be determined by the Representative Director(s) with theconsent of the Audit Committee.
Chapter VII.

Accounts

Article 43.
Fiscal YearThe fiscal year of Company is from April 1 of each year until March 31 of the following year.
Article 44.
Year-End Dividends
The Company shall, by a resolution of a general meeting of shareholders, pay a dividend of surplus (“YearEnd Dividend”) in money to shareholders and registered pledgees of shares that are entered or recorded in
the final shareholder register on March 31 of each year.
Article 45.
Interim Dividends
The Company may, by a resolution of the Board of Directors, make a dividend of surplus as set out in Article
454(5) of the Companies Act (“Interim Dividend”) to shareholders and registered pledgees of shares thatare entered or recorded on the final register of shareholders on September 30 of each year.
Article 46.
Period of Exclusion for Dividends, etc.
1. When a Year-End Dividend or Interim Dividend has not been received after a full five-year period has
passed from its payment commencement date, the Company will be released from its duty to make thatpayment.
2. Unpaid Year-End Dividends and Interim Dividends will not accrue interest.

- 28 -

Supplementary Provisions
Article 1.
First Fiscal Year
Notwithstanding the provisions of Article 43, the first fiscal year of the Company shall be from the date ofestablishment of the Company to March 31, 2023.
Article 2.
Initial Director Remuneration
1. Notwithstanding the provisions of Article 32, the total amount of remuneration, etc., for directors(excluding Audit Committee Members) from the date of establishment of the Company to the close of thefirst ordinary general meeting of shareholders shall be no more than 260 million yen per year.
2. Notwithstanding the provisions of Article 32, the total amount of remuneration, etc., for Audit Committee
Members from the date of establishment of the Company to the close of the first ordinary general meetingof shareholders shall be no more than 90 million yen per year.
Article 3.
Deletion of Supplementary Provisions
These Supplementary Provisions shall be deleted at the close of the first ordinary general meeting ofshareholders after the establishment of the Company.
End of document- 29 -

3.

Matters Concerning the Appropriateness of the Provisions on Matters Listed in Article 773, Paragraph
1, Subparagraphs 5 and 6 of the Companies Act(1) Matters Concerning the Appropriateness of the Total Number and Allocation of Shares to beTransferred for Consideration
The Banks have decided on the following allocation ratio for ordinary shares of the Joint Holding
Company (the “Share Transfer Ratio”) to be allocated to their respective shareholders at the time of theincorporation of the Joint Holding Company through the Share Transfer, and have determined it to beadequate.
1) Details of Allocation Pertaining to the Share Transfer (Share Transfer Ratio)
Name of company

The Bank

Chukyo Bank

Share Transfer Ratio

3.33

1

(Note 1)

Share allocation ratio
For every common share of the Bank, 3.33 common shares of the Joint Holding Company shall beallocated, and for every common share of Chukyo Bank, 1 common share of the Joint Holding
Company shall be allocated. Note that the share unit number for the Joint Holding Company is planned
to be 100 shares. The Share Transfer Ratio above was based on the calculations and analytical resultsof a third party valuation institution, the advice of legal advisors, and the results of due diligence
performed by each Bank on the other, and was comprehensively decided upon using various factors,
such as the market share price of the Banks, their respective financial situations, future outlooks, theTreasury Stock Tender Offer to be performed ahead of the Share Transfer, and the allocation of 141
yen in surplus (prior to deducting the amount of taxes withheld, the same applying hereinafter) per
Chukyo Bank share (the “Special Dividend”), as per the shareholder return policy for generalshareholders of Chukyo Bank announced by the Banks on May 11, 2022 in the Notice Regarding the
Execution of the Definitive Agreement on Establishment of a Joint Holding Company by The Aichi
Bank, Ltd. and The Chukyo Bank, Limited (Joint Share Transfer), Development of a Share Transfer
Plan, and Dividend of Surplus (Special Dividend).
If, as a result of the Share Transfer, shareholders of either of the Banks must be granted fractions of ashare that do not amount to one common share of the Joint Holding Company, in accordance with
Article 234 of the Companies Act and other related laws and regulations, shareholders shall be paid
an amount equivalent to the value of such fractional shares amounting to less than one share.
Changes to the above Share Transfer Ratio may be made during the period after the execution of theBusiness Integration Agreement and until the effective date of the Share Transfer upon consultation
between the Banks in the event that matters that cause a material adverse effect to the Share Transfer
Ratio are newly found to exist or have occurred.

(Note 2)

New shares to be granted by the Joint Holding Company (planned)
Common shares: 49,094,859 shares
The above values were calculated based on the total number of common shares issued by the Bank as
of March 31, 2022 (10,943,240 shares), and the total number of common shares issued by Chukyo
Bank as of March 31, 2022 (21,780,058 shares). However, taking into consideration the fact that
Chukyo Bank is planning to acquire as treasury stock the 8,534,385 common shares owned by MUFG
Bank via the Treasury Stock Tender Offer, and that the Joint Holding Company is planning to cancel
all treasury stock owned by either of the Banks just before the Joint Holding Company is to acquire
all of the issued shares of both Banks (hereinafter the “Basis Period”), the amount of treasury stock
for the Bank as of March 31, 2022 (176,172 shares), the amount of treasury stock for Chukyo Bank as
of March 31, 2022 (5,150 shares), as well as the 8,534,385 common shares of Chukyo Bank owned by
MUFG Bank that Chukyo Bank plans to acquire via the Treasury Stock Tender Offer, have been
excluded as targets for the new share grant described in the calculation above. Note that, if as a resultof the Treasury Stock Tender Offer, shareholders of either the Bank or Chukyo Bank exercise theirrights to request purchases of shares, or some other event arises before the Basis Period that changes
the amount of treasury stock applicable to either of the Banks as of March 31, 2022, this may change
the number of new shares granted by the Joint Holding Company.

- 30 -

(Note 3)

Handling of shares constituting less than a unit
Shareholders of either of the Banks who are to receive allocations through the Share Transfer
amounting to less than one unit (100 shares) of the common shares of the Joint Holding Company(hereinafter "Fractional Shares") may not sell their Fractional Shares on the Tokyo Stock Exchange,
the Nagoya Stock Exchange, or any other financial instruments exchange. Shareholders who own
Fractional Shares may request the Joint Holding Company to purchase their Fractional Shares pursuant
to Article 192 (1) of the Companies Act. Furthermore, in accordance with the provisions of Article
194(1) of the Companies Act, and the articles of incorporation of the Joint Holding Company, theBanks plan to enable shareholders to demand that the Joint Holding Company sell to them Fractional
Shares of the Joint Holding Company equivalent to those Fractional Shares said shareholders alreadypossess.

- 31 -

(2) Basis for the Details for the Allocation Pertaining to the Share Transfer
1) Basis and Reasons for Details of the Allocation
On December 10, 2021, the Banks entered into the Basic Agreement to advance consultations andconsiderations toward a business integration, and established a General Preparation Committee toadvance consultations and considerations toward the Business Integration, with a (planned) effective
date for the Share Transfer of October 3, 2022.
As described in “(4) Measures to Ensure Fairness” below, in order to ensure the fairness of theconsideration for the Share Transfer, as well as other elements related to the fairness of the Share
Transfer, the Bank appointed Mizuho Securities Co., Ltd. (hereinafter “Mizuho Securities”) as its
third party valuation institution, and Mori Hamada & Matsumoto as its legal advisor in starting its
considerations regarding the Share Transfer, and, as a result of careful deliberations andconsiderations based on third party valuation institution Mizuho Securities’ share transfer ratio
calculation report received on May 10, 2022, and the legal advice of legal advisor Mori Hamada &Matsumoto, the Bank determined that it would be appropriate to conduct the Share Transfer inaccordance with the Share Transfer Ratio described above in “(1). 1) Details of Allocation Pertaining
to the Share Transfer (Share Transfer Ratio).”
On the other hand, as described in “4) Measures to Ensure Fairness” below, in order to ensure thefairness of the consideration for the Share Transfer, as well as other elements related to the fairnessof the Share Transfer, Chukyo Bank appointed Nomura Securities Co., Ltd. (hereinafter “Nomura
Securities”) as its third party valuation institution, and Anderson Mori & Tomotsune Law Office Joint
Foreign Law Business (hereinafter Anderson Mori & Tomotsune) as its legal advisor in starting its
considerations regarding the Share Transfer, and, as a result of careful deliberations andconsiderations based on third party valuation institution Nomura Securities’ share transfer ratio
calculation report received on May 10, 2022, and the legal advice of legal advisor Anderson Mori &Tomotsune, Chukyo Bank determined that it would be appropriate to conduct the Share Transfer inaccordance with the Share Transfer Ratio described above in “(1) 1) Details of Allocation Pertaining
to the Share Transfer (Share Transfer Ratio).”
In this way, after taking into consideration the results of calculations and analyses by their respective
third party valuation institutions, the advice of their legal advisors, and the results of due diligence
performed by each of the Banks with respect to the other, both Banks determined, throughcomprehensive examinations of various factors such as the market share prices, financial conditions,and future outlooks of both Banks, the Treasury Stock Tender Offer to be performed ahead of the
Share Transfer, and the Special Dividend, and repeated careful negotiations and discussions regarding
the Share Transfer Ratio, that the Share Transfer Ratio ultimately described above in “(1) 1) Details
of Allocation Pertaining to the Share Transfer (Share Transfer Ratio)” was appropriate, and decided
and agreed upon the Share Transfer Ratio in the Share Transfer during each of the Banks’ respective
board of directors meetings held on May 11, 2022.
2) Matters Regarding the Valuation
A. Names of the valuation institutions and relationship to the Banks
Neither Mizuho Securities, the Bank’s financial advisor (third party valuation institution) nor
Nomura Securities, Chukyo Bank’s financial advisor (third party valuation institution) constituterelated parties to either the Bank or Chukyo Bank, and neither do they possess any noteworthy
conflicts of interests with respect to the Share Transfer.

- 32 -

B. Overview of the calculation
In order to ensure fairness in calculating the Share Transfer Ratio utilized for the Share Transfer,
the Bank appointed Mizuho Securities as its third party valuation institution, and Chukyo Bank
appointed Nomura Securities as its third party valuation institution, and each of the Banks requested
that their respective valuation institutions calculate and analyze the share transfer ratio.
In calculating the Share Transfer Ratio for both Banks, Mizuho Securities took into consideration
the effects of the Treasury Stock Tender Offer and the Special Dividend, performed calculations
using the historical reference share price analysis based on the fact that both Banks are listed on
the Tokyo Stock Exchange Prime Market and the Nagoya Stock Exchange Premier Market andthus have market share prices, performed calculations using the comparable companies analysis
based on the fact that multiple listed companies exist that are comparable to the Banks, thus making
it possible to infer share prices based on comparisons of similar companies, and, in addition, tobetter reflect future business activities into the evaluation, performed calculations using thedividend discount model analysis (hereinafter the “DDM analysis”), which is broadly used in
evaluating financial institutions by analyzing stock value by discounting cash flow attributable toshareholders after taking into consideration the internal reserves necessary to maintain a certain
capital structure. The calculation results of each analysis are as follows. The Share Transfer Ratio
calculation range set forth below is the calculation range for the number of Joint Holding Company
common shares to be allocated for each common share of the Bank, in the event one Joint Holding
Company common share is to be allocated for every common share of Chukyo Bank.
AnalysisShare Transfer Ratio calculation range

1

Historical reference share price analysis

2.80 to 2.89

2Comparable companies analysis

2.55 to 3.72

3

DDM analysis

2.72 to 4.65

Note that, for the historical reference share price analysis, May 10, 2022 (hereinafter the “ReferenceDate”) was treated as the basis, and the average was calculated based on the closing share price of
the Reference Date, and the average closing share prices of the week before, the month before, andthree months before the Reference Date.
Mizuho Securities, in calculating the Share Transfer Ratio, used information provided by the Banks
as well as publicly disclosed information. Mizuho Securities has assumed the accuracy andcompleteness of all of these materials and information, etc., and has not independently verified theaccuracy or completeness of these materials, etc. Also, Mizuho Securities has not undertaken an
independent valuation, appraisal, or assessment of the assets or liabilities (including contingent
liabilities) of the Banks or any of their respective affiliates, including any analysis or valuation ofindividual assets and liabilities, nor did it make any such request to a third party. Mizuho Securities’
Share Transfer Ratio calculations reflect information and economic conditions applicable to May
10, 2022, and the financial projections of both Banks (including profit plans and other information)
were presumed to have been rationally developed by the management of each Bank based on thebest forecasts and judgments available at the present time. Note that Mizuho Securities has not
anticipated significant increases or decreases to profit with respect to the future profit plans of the
Banks that formed the basis of the DDM analysis calculation.

- 33 -

In calculating the Share Transfer Ratio for both Banks, Nomura Securities took into consideration
the effects of the Treasury Stock Tender Offer and the Special Dividend, performed calculations
using the market share price analysis based on the fact that both Banks are each listed on the Tokyo
Stock Exchange Prime Market and the Nagoya Stock Exchange Premier Market and thus have market
share prices, performed calculations using the comparable companies analysis based on the fact thatmultiple listed companies exist that are comparable to the Banks, thus making it possible to infer
share prices based on comparisons of comparable companies, and, in addition, to better reflect futurebusiness activities into the evaluation, performed calculations using the DDM analysis, which isbroadly used in evaluating financial institutions by analyzing stock value by discounting profit
attributable to shareholders after taking into consideration the internal reserves necessary to maintaina certain capital structure. When one common share of the Joint Holding Company is to be allocatedfor each common share of Chukyo Bank under each of the evaluation analyses, the calculation results
for the number of Joint Holding Company shares to be allocated for each common share of the Bank
are as follows.
AnalysisShare Transfer Ratio calculation results

1Market share price analysis

2.64 to 3.34

2Comparable companies analysis

3.63 to 7.06

3

DDM analysis

3.10 to 3.67

Note, with respect to the market share price analysis, the day “speculative coverage pertaining to theformation of the Basic Agreement,” December 2, 2021, was treated as the valuation reference date(hereinafter “Reference Date (1)”), and the following average closing prices were utilized: in addition
to the closing price on the Tokyo Stock Exchange Prime Market for both Banks on Reference Date(1), the average closing price as of the transaction dates for the five business days before, the month
before, three months before, and six months before Reference Date (1). For a separate valuationreference date, May 10, 2022 (hereinafter “Reference Date (2)”), the following average closing prices
were utilized: in addition to the closing price on the Tokyo Stock Exchange Prime Market for both
Banks on Reference Date (2), the average closing price as of the transaction dates for the five businessdays before, the month before, three months before, and six months before Reference Date (2).

- 34 -

When calculating the share transfer ratio, Nomura Securities assumes that public information and all
information provided to Nomura Securities by both Banks is accurate and complete and Nomura
Securities has not independently verified the accuracy and completeness thereof. Nomura Securities
has not carried out an independent valuation, appraisal, or assessment of assets or liabilities (including
derivative products, off-balance sheet assets and liabilities, and any other contingent liabilities) of the
Banks or of their affiliates, including any analysis or valuation of individual assets and liabilities, andNomura Securities has not requested any third-party organization to carry out an appraisal orassessment. Nomura Securities' Share Transfer Ratio calculations reflect information and economic
conditions acquired by Nomura Securities up to May 10, 2022, and the financial projections of both
Banks (including profit plans and other information) were presumed to have been rationallydeveloped by the management of each of the Banks based on the best forecasts and judgments
available at the present time.
The future financial forecasts used as the basis for Nomura Securities’ calculations with respect toboth Banks under the DDM analysis did not include any fiscal years anticipating major increases ordecreases to profit.
3) Handling of the Joint Holding Company’s Listing Application
The Banks intend to apply for new listings for the to-be-founded Joint Holding Company for thePrime Market of the Tokyo Stock Exchange, and the Premier Market of the Nagoya Stock Exchange.
The planned listing date is October 3, 2022.
Furthermore, as both Banks will become the subsidiaries of the Joint Holding Company via the Share
Transfer, they are planned for de-listing from the Tokyo Stock Exchange and the Nagoya Stock
Exchange on September 29, 2022, ahead of the listing date of the Joint Holding Company.
Note that the final decisions regarding the listing date for the shares of the Joint Holding Company
and the de-listing dates of the Banks will be made in accordance with the bylaws of the Tokyo Stock
Exchange and the Nagoya Stock Exchange.
4) Measures to Ensure Fairness
The Bank has implemented the following measures in order to ensure the fairness of the Share
Transfer.
A. Acquisition of a Share Transfer Ratio calculation report from an independent third-party valuation
institution
In order to ensure the fairness of the Share Transfer, the Bank, as described in “1) Basis andReasons for Details of the Allocation ” above, appointed Mizuho Securities as its third-party
financial advisor, and acquired a Share Transfer Ratio calculation report that will form the basis of
the agreed-upon Share Transfer Ratio used for the Share Transfer. The Bank engaged innegotiations and consultations with Chukyo Bank with reference to the analyses and opinions ofMizuho Securities, a third-party valuation institution, and resolved to conduct the Share Transfer
in accordance with the Share Transfer Ratio described above in “(1)1) Details of Allocation
Pertaining to the Share Transfer (Share Transfer Ratio)” during the Bank’s Board of Directors
meeting held on May 11, 2022.
Furthermore, the Bank has received a fairness opinion from Mizuho Securities dated May 10, 2022
indicating that the Share Transfer Ratio applicable to the Share Transfer is appropriate from thefinancial perspective of the Bank. See the attachment for details regarding the key assumptions
behind Mizuho Securities’ fairness opinion.

- 35 -

B. Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision-making process of the Board of
Directors, the Bank has received legal advice from Mori Hamada & Matsumoto, a legal advisor
independent of both Banks, regarding the decision-making methods and processes of the Bank, andother procedures associated with the Share Transfer.
At the same time, Chukyo Bank has implemented the following measures in order to ensure thefairness of the Share Transfer.
A. Acquisition of a Share Transfer Ratio calculation report from an independent third-party valuation
institution
In order to ensure the fairness of the Share Transfer, Chukyo Bank, as described in “1) Basis andReasons for Details of the Allocation” above, appointed Nomura Securities as its third-party
valuation institution, and has acquired the Share Transfer Ratio calculation report that will form
the basis of the agreed-upon Share Transfer Ratio used for the Share Transfer. Chukyo Bank
engaged in negotiations and consultations with the Bank with reference to the analyses andopinions of Nomura Securities, a third-party valuation institution, and resolved to conduct the Share
Transfer in accordance with the Share Transfer Ratio described above in “(1)1) Details of
Allocation Pertaining to the Share Transfer (Share Transfer Ratio)” during the Chukyo Bank’s
Board of Directors meeting held on May 11, 2022.
Furthermore, Chukyo Bank has received the fairness opinion from Nomura Securities dated May
10, 2022 stating that the Share Transfer Ratio applicable to the Share Transfer is fair to Chukyo
Bank’s common shareholders from a financial point of view.
B. Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision-making process of the Board of
Directors, Chukyo Bank has received legal advice from Anderson Mori & Tomotsune, a legal
advisor independent of both Banks, regarding the decision-making methods and processes of
Chukyo Bank, and other procedures associated with the Share Transfer.
5) Measures Taken to Avoid Conflicts of Interest
As neither the Bank nor Chukyo Bank have any particular conflicts of interest to note pertaining to
the Share Transfer, neither of the Banks has implemented any special measures.
(3) Matters Concerning the Stated Capital and Capital Reserves of the Joint Holding Company
The Banks determined the stated capital and capital reserves of the Joint Holding Company at the timeof the incorporation of the Joint Holding Company through the Share Transfer as follows.
1) Amount of stated capital
20,000,000,000 yen
2) Amount of capital reserves
5,000,000,000 yen
3) Amount of retained earnings
0 yen
reserves
These stated capital and capital reserves amounts were determined within the scope of Article 52 of theRegulations on Corporate Accounting after consultation between the Banks through comprehensive
consideration and examination of the scale and other circumstances of the Joint Holding Company.

- 36 -

Attachment:
Assumptions, etc. of Mizuho Securities’ Fairness Opinion
On May 10, 2022, Mizuho Securities submitted a written opinion to the effect that the share transfer ratio(the “Share Transfer Ratio”) agreed upon between Aichi Bank and Chukyo Bank is reasonable for Aichi
Bank’s common shareholders from a financial perspective (the “Opinion”). The Opinion is based on thefollowing assumptions.
When expressing its thoughts in the Opinion, Mizuho Securities relied on the fact, and assumed, that all
publicly disclosed information that was examined by Mizuho Securities and all information provided toMizuho Securities by each bank, or financial and other information that Mizuho Securities discussed witheach bank, that was substantially the basis for the analysis in the Opinion (the “Information”) are accurate
and complete. Mizuho Securities has not independently verified the accuracy or completeness of theInformation, nor does it bear an obligation for independently verifying it. Therefore, the conclusions
expressed in the Opinion may differ in the event that there is a material error in the Information, if there areundisclosed facts or circumstances at the time that the Opinion was delivered, or facts or circumstances arise
after the Opinion is delivered (including latent facts at the time that the Opinion was delivered that became
apparent thereafter). Mizuho Securities has assumed that the management of Aichi Bank is not in any way
aware of facts which would cause the information provided to Mizuho Securities by each bank or financial
or other information that Mizuho Securities discussed with Aichi Bank to be incomplete or misleading.
The financial forecasts and other forward-looking information (including expected future revenue andexpenses, cost reduction outlooks, and the business plans of both banks) received by Mizuho Securities are
assumed to have been reasonably prepared and created by the management of each bank based on the best
forecasts and judgment currently obtainable regarding the operating results and financial condition of eachbank and each bank’s related companies. Mizuho Securities has relied on such financial forecasts andbusiness plans without independently verifying the feasibility thereof and expresses no opinion whatsoever
regarding any analysis or forecast referred to in the Opinion, or any assumption based thereon. With respect
to the synergies for the Banks from the Share Transfer, Mizuho Securities is not aware of any matter thatcan be quantitatively assessed that may have a material effect on the opinions expressed at the time that theOpinion was submitted, and they are not incorporated in the examination in the Opinion.
When preparing the Opinion, with the consent of Aichi Bank, Mizuho Securities has used assumptions it
believes to be reasonable and appropriate with respect to information requested by Mizuho Securities thatwas not provided or disclosed by each bank, that was provided or disclosed but has an undetermined effecton the share value of each bank, or was not able to be used as a basis for assessment by Mizuho Securities
even by some other method. The results of assessment may differ if it becomes apparent that suchassumptions by Mizuho Securities differ from the facts in a material respect.
Mizuho Securities has assumed that the Share Transfer is a non-taxable transaction for the Banks underJapan’s Corporation Tax Act and that other tax-related matters in relation to the Share Transfer do not affect
the Share Transfer Ratio. Without conducting independent verification, Mizuho Securities has assumed that
the Share Transfer will be completed in a timely manner, that all material government or regulatory or otherauthority consents and approvals (irrespective of whether pursuant to laws, regulations, or agreements)
necessary to complete the Share Transfer can be obtained without having any adverse effect whatsoever on
the Banks or the benefits expected from the Share Transfer, that the content of such consents and approvals
has no effect on the Share Transfer Ratio, and that, other than those disclosed by each bank, if either bankhas an order, measure, or other disposition issued or imposed by a regulatory or other authority, it currently
has no effect, or will have no effect in the future, on each bank’s future results. Mizuho Securities is not alegal, regulatory, or tax expert, and has relied on the assessments conducted by the Banks’ outside experts
with respect to such matters.
Mizuho Securities has not independently assessed or appraised the assets and liabilities (including
derivatives transactions, off-the-book assets and liabilities, and other contingent liabilities) or allowances ofeach bank or their related companies, has not conducted analysis of the reasonableness of the accounting or
tax evaluation amount or the appropriateness of accounting treatment or tax treatment, and has notindependently had a third party, or requested a third party, to provide any assessment, appraisal, or analysis
whatsoever. Mizuho Securities bears no obligation to inspect the property or facilities of each of the banks
or their related companies, and has not carried out assessment of the shareholder capital or payment capacityof each bank or their related companies based on laws regarding insolvency or bankruptcy, etc. Note thatvalue calculations for the transaction were performed based on the presumption that the Treasury Stock
Tender Offer by Chukyo Bank will be implemented ahead of the Share Transfer, and that the Special- 37 -

Dividend by Chukyo Bank with a planned record date of September 30, 2022 will also be implemented
before completion of the Share Transfer, as planned.
Mizuho Securities has assumed that neither bank, nor their related companies, have in the past entered intoor will not in the future enter into, any contract, agreement, or other instrument whatsoever that would havea material effect on the Share Transfer Ratio, that they have not made or will not in the future make, adecision to do so, and that implementing the Share Transfer will not in the future constitute a breach of sucha material agreement binding upon either bank or their related companies as parties and will not give rise toa right to cancel such material agreement or right to declare default or seek remedy under such agreement.
Other than disclosures in the Information, Mizuho Securities has assumed that there are no contingent
liabilities relating to litigation, dispute, or the like, or off-the-book liabilities relating to the environment, tax,
or intellectual property rights, etc., all of which involve each bank or their related companies, and that theamount of insurance coverage is sufficient for the business operations relating to the business of each bank.
The Opinion assumes financial, economic, market, and other circumstances that exist and can be assessed asof the date of the Opinion, and relies on information that Mizuho Securities has obtained as of the date of
the Opinion. With respect to information that Mizuho Securities has obtained as of the date of the Opinion
and facts potentially included in such information, information and facts for which the effect on the sharevalue of each bank is not necessarily apparent as of the date of the Opinion have been excluded from thescope of examination. Mizuho Securities has also assumed that there are no technical innovations or otherphenomena that may have a significant effect on the business or financial, etc. outlook currently anticipatedby each bank. Therefore, if there is a change in or effect on the facts that are basis of the assumptions of theexamination in the Opinion on or after the date of the Opinion, or it becomes apparent that there is an effecton the share value due to the discovery of a potential fact as discussed above, etc., it may have an effect on
Mizuho Securities’ opinion. However, Mizuho Securities will bear no responsibility whatsoever to amend,
renew, supplement, or reconfirm the Opinion.
Mizuho Securities plans to receive a fee (including a success fee conditioned on completion of the Share
Transfer) as consideration for services as Aichi Bank’s financial advisor in relation to the Share Transfer.
Mizuho Securities and its related companies have in the past received fees from Aichi Bank and its relatedcompanies as consideration for the provision of services relating to financial advice and financing, etc. Aichi
Bank agrees to indemnify Mizuho Securities for certain obligations incurred by Mizuho Securities due to its
involvement, including in relation to the submission of the Opinion. In the course of ordinary business or inconnection with the Share Transfer, Mizuho Securities and the companies in the Mizuho Financial Group ofwhich Mizuho Securities is a member may underwrite, hold, or sell on their own account or customer
accounts all types of financial products, including certain shares, bonds, and other financial instruments
issued by either of the Banks or their related companies, and may from time-to-time hold positions in suchfinancial instruments and may carry out derivatives transactions regarding either of the Banks, their relatedcompanies, or all types of financial instruments issued by such companies. Mizuho Securities and thecompanies in the Mizuho Financial Group of which Mizuho Securities is a member may have a loan or otherbusiness relationship with either of the Banks or their related companies in the ordinary course of businessor in connection with the Share Transfer, and may receive consideration for such acts.
Mizuho Securities was not requested to submit an opinion regarding Aichi Bank’s management decisionmaking on which proceeding with, or implementing, the Share Transfer are based, and Mizuho Securities’
opinion does not address such matters in any respect whatsoever. The Share Transfer Ratio was determinedthrough negotiations between the Banks and approved by Aichi Bank’s board of directors, and Mizuho
Securities’ opinion was just one of many factors considered when Aichi Bank examined the Share Transfer.
Therefore, it cannot be viewed as a deciding factor for the board of directors of Aichi Bank with respect to
the Share Transfer and the Share Transfer Ratio. Mizuho Securities was not requested to submit, and does
not express in the Opinion, an opinion regarding transactions other than the Share Transfer or the relative
merits of the Share Transfer and other transactions. Mizuho Securities does not bear an obligation to Aichi
Bank or Aichi Bank’s board of directors to solicit the interest of third parties regarding the Share Transfer,and has not conducted such solicitation.
Mizuho Securities’ opinion is limited to whether the Share Transfer Ratio is reasonable for the commonshareholders of Aichi Bank from a financial perspective as of the date of the Opinion, and does not express
an opinion regarding the reasonableness of the Share Transfer Ratio for other classes of security holders,
creditors, or other related parties of Aichi Bank. The Opinion does not express an opinion regarding how
common shareholders of Aichi Bank should exercise their voting rights or otherwise act in relation to the
Share Transfer either. Mizuho Securities has not expressed an opinion regarding the various terms and- 38 -

conditions of the Share Transfer (excluding the Share Transfer Ratio), including the form or structure, etc.
of the Share Transfer, and has not expressed an opinion regarding the amount or nature of remuneration, or
reasonableness of such remuneration, to any director, executive officer, employee, or party equivalent theretoof the Banks, in connection with the Share Transfer.

- 39 -

4.

Matters concerning the appropriateness of the provisions on matters listed in Article 773, Paragraph 1,
Subparagraphs 9 and 10 of the Companies Act
At the time of the Share Transfer, the Joint Holding Company shall respectively deliver the rights to
subscribe for new shares of the Joint Holding Company listed in Column 2 to the holders of each rightto subscribe to new shares issued by the Bank listed in Column 1 from (1) to (10) in the table below at
the Reference Time, in exchange for the Bank rights to subscribe for new shares that they respectively
own, in the same number as the total of such rights to subscribe to new shares at the Reference Time
based on the details of such rights to subscribe to new shares and the Share Transfer Ratio. This isconsidered appropriate, as the details of each right to subscribe for new shares issued by the Bank listedin Column 1 will be substantially identical to the details of each right to subscribe for new shares of the
Joint Holding Company listed in Column 2 after the Share Transfer to ensure the holders of each rightto subscribe for new shares issued by the Bank maintain the same rights as before to the extent possible.
The Bank has not issued bonds with rights to subscribe for new shares.
Column 1

Name
The Aichi Bank, Ltd.
(1) Series 1 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(2) Series 2 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(3) Series 3 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(4) Series 4 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(5) Series 5 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(6) Series 6 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(7) Series 7 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(8) Series 8 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(9) Series 9 Rights to Subscribe for
New Shares
The Aichi Bank, Ltd.
(10) Series 10 Rights to Subscribe for
New Shares

Column 2
Details
As stated in Exhibit
2-(1)-1
As stated in Exhibit
2-(2)-1
As stated in Exhibit
2-(3)-1
As stated in Exhibit
2-(4)-1
As stated in Exhibit
2-(5)-1
As stated in Exhibit
2-(6)-1
As stated in Exhibit
2-(7)-1
As stated in Exhibit
2-(8)-1
As stated in Exhibit
2-(9)-1
As stated in Exhibit
2-(10)-1- 40 -Name
Aichi Financial Group, Inc.
Series 1 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 2 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 3 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 4 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 5 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 6 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 7 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 8 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 9 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 10 Rights to Subscribe for
New Shares

Details
As stated in Exhibit
2-(1)-2
As stated in Exhibit
2-(2)-2
As stated in Exhibit
2-(3)-2
As stated in Exhibit
2-(4)-2
As stated in Exhibit
2-(5)-2
As stated in Exhibit
2-(6)-2
As stated in Exhibit
2-(7)-2
As stated in Exhibit
2-(8)-2
As stated in Exhibit
2-(9)-2
As stated in Exhibit
2-(10)-2

At the time of the Share Transfer, the Joint Holding Company shall respectively deliver the rights to
subscribe for new shares of the Joint Holding Company listed in Column 2 to the holders of each right tosubscribe for new shares issued by Chukyo Bank listed in Column 1 from (1) to (9) in the table below at theReference Time, in exchange for the Chukyo Bank rights to subscribe for new shares that they respectively
own, in the same number as the total of such rights to subscribe for new shares at the Reference Time basedon the details of such rights to subscribe for new shares and the Share Transfer Ratio. This is consideredappropriate, as the details of each right to subscribe for new shares issued by Chukyo Bank listed in Column
1 will be substantially identical to the details of each right to subscribe for new shares issued by the Joint
Holding Company listed in Column 2 after the Share Transfer to ensure the holders of each right to subscribe
for new shares issued by Chukyo Bank maintain the same rights as before to the extent possible. Chukyo
Bank has not issued bonds with rights to subscribe for new shares.
Column 1

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

Name
The Chukyo Bank, Limited.
Series 1 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 2 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 3 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 4 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 5 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 6 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 7 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 8 Rights to Subscribe for
New Shares
The Chukyo Bank, Limited.
Series 9 Rights to Subscribe for
New Shares(Note)

Column 2
Details
As stated in Exhibit
3-(1)-1
As stated in Exhibit
3-(2)-1
As stated in Exhibit
3-(3)-1
As stated in Exhibit
3-(4)-1
As stated in Exhibit
3-(5)-1
As stated in Exhibit
3-(6)-1
As stated in Exhibit
3-(7)-1
As stated in Exhibit
3-(8)-1
As stated in Exhibit
3-(9)-1

Name
Aichi Financial Group, Inc.
Series 11 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 12 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 13 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 14 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 15 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 16 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 17 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.
Series 18 Rights to Subscribe for
New Shares
Aichi Financial Group, Inc.

Details
As stated in Exhibit
3-(1)-2
As stated in Exhibit
3-(2)-2
As stated in Exhibit
3-(3)-2
As stated in Exhibit
3-(4)-2
As stated in Exhibit
3-(5)-2
As stated in Exhibit
3-(6)-2
As stated in Exhibit
3-(7)-2
As stated in Exhibit
3-(8)-2
As stated in Exhibit
3-(9)-2

The exhibits listed in each column refer to the exhibits in the Share Transfer Plan (Copy) and are contained in 113th
Annual General Meeting of Shareholders: Reference Documents for the General Meeting of Shareholders<Supplement> (pages 25 to 156).

- 41 -

5. Matters relating to Chukyo Bank
(1) Details of financial statements, etc. for most recent fiscal year (April 1, 2021 to March 31, 2022)
As described in the 113th Annual General Meeting of Shareholders: Reference Documents for the
General Meeting of Shareholders <Supplement> (pages 1 to 24).
Information on the following matters relating to Chukyo Bank is available to shareholders online at theBank’s website pursuant to laws and regulations, as well as Article 16 of the Bank’s Articles ofIncorporation, and are not contained in the Reference Documents for the Annual General Meeting of
Shareholders.
(1) “Matters Concerning Rights to Subscribe for New Shares, etc. in the Bank” and “Systems to Ensure
Appropriateness of Operations” in the Business Report(2) “Statement of Changes in Equity” and “Explanatory Notes on Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements.
(3) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(2) Details of events having a material effect on the status of company assets that occurred after the last
day of the most recent fiscal year.
(1) Treasury stock tender offer
Chukyo Bank executed a Treasury Stock Tender Offer Application Agreement with MUFG Bank, on
the presumption that positive and collaborative relationships would continue between MUFG Bank,
the Bank, Chukyo Bank, and the Joint Holding Company, and, in accordance with the Treasury Stock
Tender Offer Application Agreement, implemented the Treasury Stock Tender Offer, and MUFG
Bank has agreed to tender all 8,534,385 Chukyo Bank shares it owns to the Treasury Stock Tender
Offer. The conditions of the Treasury Stock Tender Offer are as largely as described in the tablebelow, but for details regarding the Treasury Stock Tender Offer, Chukyo Bank’s decision-making
process behind the Treasury Stock Tender Offer, and the measures implemented by Chukyo Bank toensure the fairness of the Treasury Stock Tender Offer, please see the “Notice Regarding theAcquisition of Treasury Stock and the Planned Start of a Treasury Stock Tender Offer” published on
May 11, 2022 by Chukyo Bank.
1

Tender offeror

Chukyo Bank

2

Target share certificates, etc.

Chukyo Bank common shares

3

Tender offer price

1,195 yen per Chukyo Bank common share4

Tender offer period

The 21-business day period from July 1, 2022 to August 1, 2022 (orthe applicable period of extension in the event Chukyo Bank extends
the period in accordance with applicable laws and regulations)

5

Minimum number of shares
scheduled to be purchased

None

6

Maximum number of shares
scheduled to be purchased

8,534,385 shares

Withdrawal event

As set forth in the Tender Offer Report by Chukyo Bank pertaining to
the Treasury Stock Tender Offer, within the scope set forth in Article
27-11(1) of the Financial Instruments and Exchange Act, as applied
through Article 27-22-2(2) of the same Act, and other applicable laws
and regulations, etc.

7(2) Dividend of surplus
On May 11, 2022, Chukyo Bank announced that, as a special dividend, it will carry out a dividend of
surplus of 141 yen per Chukyo Bank share to every shareholder or registered pledgee of shares of
Chukyo Bank registered or recorded as owning Chukyo Bank common shares in the final
shareholders’ list dated September 30, 2022. For details of the Special Dividend, see “Notice- 42 -

Regarding the Execution of the Definitive Agreement on Establishment of a Joint Holding Company
by The Aichi Bank, Ltd. and The Chukyo Bank, Limited (Joint Share Transfer), Development of a
Share Transfer Plan, and Dividend of Surplus (Special Dividend)” published by the Banks on May
11, 2022.
6.

Details of events having a material effect on the status of company assets that occurred after the last dayof the most recent fiscal year of the Bank.
Not applicable.

- 43 -

7.

Matters set out in Article 74 of the Regulations for Enforcement of the Companies Act regarding thepersons who will be directors of the wholly-owning parent company incorporated in the Share Transfer
The persons who will be directors of the Joint Holding Company (excluding directors who are Membersof the Audit Committee) are as follows.
(1)
Name(Date of Birth)

Yukinori Ito(January 1, 1958)

Career summary, position, area of responsibility, andsignificant concurrent positions

(2)
(3)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated

April 1980
June 2010

Joined Aichi Bank
General Manager of Operations

June 2013

Administration Department
Director, General Manager ofJune 2015

Operational Audit Department
Director, General Manager of(1)

1,700 shares

Securities & Foreign Business
Department

(2)
(3)

- shares
5,661 shares

June 2017
June 2019

Managing Director
President

October 2020

President, in charge of Internal Audit
Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Yukinori Ito has served as Director and General Manager of the Operational Audit Department and General
Manager of the Securities & Foreign Business Department, after having served as General Manager at major
branches and General Manager of the Operations Administration Department of Aichi Bank. Since as assuming theoffice of Managing Director, he has been in charge of the Compliance Risk Management Department, Operations
Administration Department, General Planning Department, Securities & Foreign Business Department, and Tokyo
Office. He assumed the office of President in 2019.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience related to various aspects of bank operations, andhe executes business in an appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a
candidate to serve as Director.

- 44 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1984

Joined Chukyo Bank

June 2015

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

June 2017

Director and Executive Officer,
General Manager of Sales

(2)
(3)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated

Management Department,
responsible for the SalesManagement Department andIndividual Sales Department
May 2019
Hideo Kobayashi(April 14, 1961)
June 2019

Director and Executive Officer,
responsible for the Sales(1)- sharesManagement Department andIndividual Sales Department

(2)
(3)

2,600 shares
2,600 shares

Director and Managing Executive
Officer, responsible for the General
Planning and Administration
Department, Funds Department,
Corporate Planning Office, andTokyo Office

April 2021
June 2021

President
President, responsible for Internal
Audit Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Hideo Kobayashi has served as Executive Officer and General Manager of the No. 3 Nagoya Sales Department,
Director, Executive Officer and General Manager of the Sales Management Department, and the officer responsible
for the Sales Management Department and Individual Sales Department, after having served as General Manager atmajor branches of Chukyo Bank. After his appointment as Director and Managing Executive Officer, he was theofficer responsible for the General Planning and Administration Department and the Funds Department. He assumed
the office of President in 2021.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience related to various aspects of bank operations,
including front office operations, and he executes business in an appropriate, fair, and efficient manner.
Accordingly, the Bank has nominated him as a candidate to serve as Director.

- 45 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1981
June 2014
June 2016
Nobuhiko Kuratomi(February 15, 1959)

June 2017
June 2019
June 2021

Joined Aichi Bank
General Manager of ComplianceManagement Department
Director, General Manager ofCompliance & Risk Management
Department
Director, General Manager ofInternal Audit Department
Managing Director
Senior Managing Director, in chargeof General Planning Department(To present)

(2)
(3)

(1)
(2)
(3)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated

900 shares- shares
2,997 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Nobuhiko Kuratomi has served as Director and General Manager of the Compliance Risk Management
Department, and Director and General Manager of the Internal Audit Department, after having served at a sales
branch and the Internal Audit Department, and as General Manager of the Compliance Management Department ofAichi Bank. Since assuming the office of Managing Director, he has been in charge of the General Planning
Department, the Securities & Foreign Business Department, and the Tokyo Office. Since assuming the office ofSenior Managing Director in 2021, he has been in charge of administrative responsibilities for the General Planning
Department.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience related to various aspects of bank operations, And
he executes business in an appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a
candidate to serve as Director.
April 1982
June 2013
June 2015
Hiroyasu Matsuno(July 24, 1958)

June 2017
June 2019
June 2021

Joined Aichi Bank
General Manager of Personal
Banking Department
Director, General Manager of Head
OfficeDirector, General Manager of Credit
Supervision Department
Managing Director
Managing Director, responsible for
the Internal Audit Department,
Securities & Foreign Business
Department, and Tokyo Office(To present)- 46 -

(1)
(2)
(3)

1,900 shares- shares
6,327 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Hiroyasu Matsuno has served as Director and General Manager of the Head Office and of the Internal Audit
Department, after having served as General Manager at major branches and General Manager of the Personal
Banking Department of Aichi Bank. Since assuming the office of Managing Director in 2019, he is currently incharge of administrative responsibilities for the Internal Audit Department, Securities & Foreign Business
Department, and Tokyo Office.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience of bank operations, primarily focused on sales,
and he executes business in an appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him asa candidate to serve as Director.

- 47 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1985
January 2010
June 2012
June 2013
June 2015
Hiroaki
Yoshikawa
June 2017(October 5, 1961)
June 2019
June 2020

Joined Aichi Bank
General Manager of Fujigaoka Branch
General Manager of Osaka Branch
Deputy General Manager of General Planning
Department
General Manager of Corporate
Administration Department
Executive Officer, General Manager ofGeneral Planning Department
Executive Officer, General Manager ofOperations Administration Department
Director in charge of General Affairs
Department and Operations Administration
Department(To present)

(2)
(3)

(1)
(2)
(3)

Number of the Bank’s
shares owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated

1,300 shares- shares
4,329 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Hiroaki Yoshikawa has served as Deputy General Manager of the General Planning Department, General Managerof the Corporate Administration Department, Executive Officer and General Manager of the General Planning
Department, and Executive Officer and General Manager of the Operations Administration Department, after having
served as General Manager at major branches of Aichi Bank. Since assuming office as Director, he has been in
charge of administrative responsibilities for the Operations Administration Department.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience of bank operations, primarily focused on
administration and planning, and he executes business in an appropriate, fair, and efficient manner. Accordingly, theBank has nominated him as a candidate to serve as Director.
April 1985
May 2008

MakotoHayakawa(December 15,
1962)

Joined Chukyo Bank
General Manager of General Planning and
Administration Department
June 2011
Executive Officer, General Manager ofGeneral Planning and Administration
Department
June 2012
Executive Officer, deputy responsible forOperations Administration Department
May 2013
Executive Officer, General Manager ofOperations Administration Department
May 2014
Executive Officer, General Manager of SalesManagement Department
October 2015 Executive Officer, deputy responsible for
Human Resources Department
March 2016
Executive Officer, General Manager of Risk
Department
April 2018
Executive Officer, General Manager ofGeneral Planning and Administration
Department
June 2019
Managing Executive Officer, General
Manager of General Planning and
Administration Department
December 2021 Managing Executive Officer, deputy
responsible for the General Planning and
Administration Department(To present)- 48 -

(1)
(2)
(3)

- shares
2,815 shares
2,815 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Makoto Hayakawa has served as Executive Officer and General Manager of the General Planning and
Administration Department, Executive Officer and General Manager of the Operations Administration Department,
Executive Officer and General Manager of the Sales Management Department, and Executive Officer and General
Manager of the Risk Management Department, after having served as Deputy General Manager of the General
Planning and Administration Department and General Manager of the General Planning and Administration
Department of Chukyo Bank. Since assuming office as Managing Executive Officer, he serves as the General
Manager of the General Planning and Administration Department, and has currently assumed office as the Head of
the Secretariat of the Consolidated Preparation Committee as Managing Executive Officer and deputy responsible
for the General Planning and Administration Department.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience related to various aspects of bank operations, andhe executes business in an appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a
candidate to serve as Director.
(1)
Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1986
June 2013
June 2015
June 2017
June 2018
Norimasa Suzuki(December 30, 1963)

June 2020
June 2021

Joined Aichi Bank
General Manager of Sone Branch
General Manager of Tokodori
BranchGeneral Manager of Corporate
Administration Department
Executive Officer, General Manager
of Corporate Administration
Department
Executive Officer, General Managerof the Compliance Risk Management
Department
Director, in charge of theCompliance & Risk Management
Department and the Personnel
Department(To present)

(2)
(3)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated(1)(2)

1,000 shares- shares(3)3,300 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Norimasa Suzuki has served as General Manager of the Corporate Administration Department, Executive Officer
and General Manager of the Corporate Administration Department, and Executive Officer and General Manager of
the Compliance Risk Management Department, after having served as General Manager at major branches of Aichi
Bank. Since assuming office as Director, he has been in charge of administrative responsibilities for the Compliance
Risk Management Department and the Personnel Department.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience related to various aspects of bank operations,
including front office operations, and he executes business in an appropriate, fair, and efficient manner.
Accordingly, the Bank has nominated him as a candidate to serve as Director.

- 49 -

April 1987
June 2015
June 2016
Kenji Ito
(October 16, 1964)

June 2017
June 2018
June 2019

Joined Aichi Bank
Deputy General Manager ofCorporate Administration
Department
Deputy General Manager ofSecurities & Foreign Business
Department
General Manager of Securities &Foreign Business Department
Executive Officer, General Manager
of Securities & Foreign Business
Department
Executive Officer, General Manager
of General Planning Department(To present)

(1)
(2)

1,400 shares- shares(3)4,662 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Kenji Ito has served as General Manager of the Securities & Foreign Business Department, and Executive Officer
and General Manager of Securities & Foreign Business Department after having served at a sales branch and the
Corporate Administration Department of Aichi Bank. He is currently Executive Officer and General Manager of theGeneral Planning Department.
The Bank has judged him to be a person who would contribute to the operations of the newly-incorporated Joint
Holding Company due to his extensive knowledge and experience of bank operations, primarily focused on
administration planning, and executes business in an appropriate, fair, and efficient manner. Accordingly, the Bank
has nominated him as a candidate to serve as Director.
(1)
Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions(3)

April 1986
May 2017

Hisashi Sebayashi(August 20, 1967)

Joined Chukyo Bank
General Manager of General
Planning and Administration
Department
April 2018
General Manager of Ozone Branch
October 2018 General Manager of Ozone Branchand Chief Promoter of SalesManagement Department
January 2021 General Manager of Ozone Branch,
General Manager of Kamiida
Branch, and Chief Promoter of SalesManagement Department
April 2021
General Manager of Ozone Branch,
General Manager of Kamiida
Branch, and Chief Promoter of Sales
Branch Support Group, Sales
Promotion Department
November 2021General Manager of Ozone Branchand General Manager of Kamiida
BranchDecember 2021 Executive Officer, General Manager
of General Planning and
Administration Department(To present)(2)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated- 50 -(1)(2)- shares3,208 shares(3)

3,208 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]Hisashi Sebayashi has served at a sales branch, as Deputy General Manager of the General Planning and
Administration Department, General Manager of the General Planning and Administration Department, and General
Manager of the Ozone Branch of Chukyo Bank, and he currently serves as Executive Officer and General Managerof the General Planning and Administration Department. The Bank has judged him to be a person who would
contribute to the operations of the newly-incorporated Joint Holding Company due to his extensive knowledge andexperience related to various aspects of bank operations, including front office operations, and executes business inan appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a candidate to serve as
Director.
(Note)

1.

The number the Banks’ shares owned is stated based on the ownership status as of March 31, 2022, andthe number of the Joint Holding Company’s shares to be allocated is stated based on this ownership status,
taking into account the Share Transfer Ratio. Therefore, the number of shares of the Joint Holding
Company actually allocated may change depending on the number of shares owned up until just before theestablishment date of the Joint Holding Company.
2. There is no special interest between the candidates and the Banks, and no special interest is expected toarise between the candidates and the Joint Holding Company.
3. The Joint Holding Company plans to enter into a directors and officers liability insurance contract provided
for in Article 430-3(1) of the Companies Act with an insurance company, and in the event that the candidate
for Director is appointed as a Director, he or she will be included as an insured under this insurance contract.
The outline of this insurance contract is as follows.
• In the event of claims for compensation of damage resulting from actions taken by the insured in relation
to operations as an officer of the Joint Holding Company (including inaction), the insured will be
indemnified for damages and litigation costs, etc. However, the damage etc. incurred by an officer who
has committed bribery or other criminal actions, or intentionally committed an illegal action is excluded
from indemnification so as not to undermine the execution and appropriateness of duties of officers, etc.
• The Joint Holding Company shall bear the full cost for insurance premiums.

- 51 -

8.

Matters set out in Article 74-3 of the Regulations for Enforcement of the Companies Act regarding thepersons who will be Directors who are Members of the Audit Committee of the Joint Holding Company.
The persons who will be Directors who are Members of the Audit Committee of the Joint Holding
Company are as follows.
(1)
Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1985
October 2007

(2)
(3)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated

Joined Aichi Bank
General Manager of Akaike Branch

January 2010 General Manager of Tochi Branch
October, 2012 General Manager of Kanayama
Masahiro Kato
June 2014(December 18, 1961)

June 2020

BranchDeputyGeneralCorporate
Department

of

(1)
(2)

1,300 shares- shares

Administration(3)4,329 shares

Manager

Director, Member of the Audit
Committee(To present)[Reasons for nomination as candidate for Director who is a Member of the Audit Committee]
Masahiro Kato has served as Deputy General Manager of the Corporate Administration Department after having
served as General Manager at three branches of Aichi Bank. He assumed office as a Director who is a Member of the
Audit Committee in 2020.
The Bank has judged he would appropriately perform the role of a Director who is a Member of the Audit Committeeof the newly-incorporated Joint Holding Company due to his extensive knowledge and experience related to various
aspects of bank operations, including front office operations. Accordingly, the Bank has nominated him as a candidate
to serve as Director.

- 52 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions(3)

April 1990

Yasutoshi Emoto(January 28, 1955)

Joined the Legal Training andResearch Institute of the Supreme
Court of Japan
March 1992
Left the Legal Training and ResearchInstitute of the Supreme Court ofJapan
April 1992
Registered as an attorney-at-law
April 1992
Joined Fuji Law Office
March 1997
Left Fuji Law Office
April 1997
Established Emoto Law Office
October 2007 Domestic Relations Conciliator(part-time judge) of Nagoya Family
Court
September 2009
Resigned as Domestic
Relations Conciliator (part-time
judge) of Nagoya Family Court
April 2016
Inspector of the Aichi Bar
Association
March 2017
Resigned as Inspector of Aichi Bar
Association
June 2018
Director and Member of the Audit
Committee of Aichi Bank
(To present)(2)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated(1)

300 shares

(2)
(3)

- shares
999 shares(Significant concurrent positions)
Director, Emoto Law Office[Reasons for nomination as candidate for Outside Director and Member of the Audit Committee, and summary of
expected role]
Yasutoshi Emoto has specialized legal knowledge and extensive experience as an attorney-at-law and is expected
to provide advice on and oversight, etc. of management as an Outside Director and Member of the Audit Committee.
Although his only corporate management experience to date is as an outside officer, the Bank has judged he would
appropriately perform the role of a Director who is a Member of the Audit Committee of the newly-incorporated
Joint Holding Company for the reasons provided above. Accordingly, the Bank has nominated him as a candidate toserve as Outside Director.

- 53 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1973
June 2000
June 2004
July 2005

July 2006
Yuki Shibata(January 11, 1950)

June 2007
June 2009
June 2010
June 2011
June 2012
June 2013
June 2016
June 2019

Joined Nagoya Railroad Co., Ltd.
Branch President of Tokyo Branch
Director, General Manager ofRelated Business Department
Director, Assistant Division Directorof Railroad Operations HQ, andGeneral Manager of Planning andManagement Department
Director, General Manager ofCorporate Planning Department
Managing Director
Senior Managing Director
Senior Managing Director, Division
Director of Railroad Operations HQ
Representative Director and Vice
President
Representative Director and Vice
President, Meitetsu Transportation
Co., Ltd.
Representative Director andPresident
AdvisorOutside Director of Chukyo Bank
(To present)

(2)
(3)

Number of Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of
Joint Holding
Company’s shares to beallocated(1)- shares(2)(3)- shares- shares[Reasons for nomination as candidate for Outside Director and Member of the Audit Committee, 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. As an Outside Director at
Chukyo Bank, he currently provides appropriate advice and suggestions from a practical point of view for
deliberations and proposals at meetings of the Board of Directors. He is expected to provide advice and proposals
based on his extensive experience and high level of insight on company operations.
The Bank has judged that he would appropriately perform the role of a Director who is a Member of the Audit
Committee of the newly-incorporated Joint Holding Company for the reasons provided above. Accordingly, theBank has nominated him as a candidate to serve as Outside Director.

- 54 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1982
July 2015
July 2016

July 2017

Chieko Murata(September 16, 1959)

July 2018
July 2019
July 2020
August 2020

Joined Nagoya Regional Taxation
BureauDistrict Director of Ogaki Tax Office
Manager of Information Technology
of Large Enterprise Examination
Division, Examination Department,
Nagoya Regional Taxation Bureau
Manager of Accounts Division,
Planning and Administration
Department, Nagoya Regional
Taxation Bureau
Deputy Manager of Planning and
Administration Department, Nagoya
Regional Taxation Bureau
District Director of Nagoya NakaTax Office
Resigned
Registered as certified public tax
accountant, established Chieko
Murata Certified Public Tax
Accountant Office(To present)

(2)
(3)

Number of Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated(1)- shares(2)(3)- shares- shares(Significant concurrent positions)
Head of Chieko Murata Certified Public Tax
Accountant Office[Reasons for nomination as candidate for Outside Director and Member of the Audit Committee, 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. Although her only corporate management experience to date is as an outside officer, in her current
position as a certified tax accountant, she is expected to provide opinions and advice on bank taxation andaccounting methods, as well as contribute to ensuring the accuracy and transparency of finances.
The Bank has judged that she would appropriately perform the role of a Director who is a Member of the Audit
Committee of the newly-incorporated Joint Holding Company for the reasons provided above. Accordingly, theBank has nominated her as a candidate to serve as Outside Director.

- 55 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions(3)

April 1971
April 2004

Yoshiko Kurimoto(May 13, 1948)

Joined Aichi Prefectural Government
Head of Aichi Prefectural Inspection
Commissioners’ Office
April 2007
Head of Aichi Arts Center, Aichi
Prefecture
April 2009
President of Aichi Gender Equality
Foundation
April 2011
Councilor of Aichi International
Association
April 2012
Director of Aichi Public Welfare
Corporation
April 2016
Member of Aichi Prefectural
Administrative Complaint Review
Board
June 2020
Outside Audit & Supervisory Board
Member of Chukyo Bank
(To present)(Significant concurrent positions)Councilor of Aichi International Association
Director of Aichi Public Welfare Corporation(2)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated(1)(2)- shares- shares(3)- shares[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expectedroles]
Drawing on her experience and insight gained from her positions with the government of Aichi Prefecture overmany years, Yoshiko Kurimoto currently provides valuable advice as an Outside Audit & Supervisory Board
Member of Chukyo Bank. While she does not have experience in corporate management other than appointments as
outside director, the Bank is confident she will appropriately provide objective and neutral supervision of the legal
compliance of the execution of operations etc. by the directors of the newly-incorporated Joint Holding Company.
The Bank has judged that she would appropriately perform the role of a Director who is a Member of the Audit
Committee of the newly-incorporated Joint Holding Company for the reasons provided above. Accordingly, theBank has nominated her as a candidate to serve as Outside Director.

- 56 -

(1)Name(Date of Birth)

Career summary, position, area of responsibility, andsignificant concurrent positions

April 1981
April 2010
April 2013
June 2015

June 2016

Takumi Azuma(April 24, 1958)

March 2018
April 2018
April 2019
April 2021
June 2021

Joined INTEC Inc.
Director, Deputy Manager of Chubu
Headquarters, INTEC Inc.
Executive Officer, General Manager
of No. 2 Financial Solutions
Division, INTEC Inc.
Managing Director, General
Manager of General Affairs
Department, Hokkoku INTEC
Service Inc.
President and Representative
Director, Hokkoku INTEC Service
Inc.
Resigned as President andRepresentative Director, Hokkoku
INTEC Service Inc.
Managing Director, Manager of
Chubu Headquarters, INTEC Inc.
Managing Director, Manager of
Hokuriku Industrial Division, INTEC
Inc.
Counselor, INTEC Inc.
Full-time Audit & Supervisory Board
Member, INTEC Inc.
(To present)

(2)
(3)

(1)
(2)
(3)

Number of the Bank’s shares
owned
Number of Chukyo Bank’s
shares owned
Number of Joint Holding
Company’s shares to beallocated- shares- shares- shares(Significant concurrent positions)
Full-time Audit & Supervisory Board Member,
INTEC Inc.
Audit & Supervisory Board Member, IUK Inc.
[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expectedroles]
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. The Bank expects that he will use his experience andinsights in the IT and systems area to make proposals and, based on his experience as a corporate auditor, perform amanagement oversight function as a Director who is a Member of the Audit Committee of the newly-incorporated
Joint Holding Company.
The Bank has judged that he would appropriately perform the role of Director who is a Member of the Audit
Committee of the newly-incorporated Joint Holding Company for the reasons provided above. Accordingly, theBank has nominated him as a candidate to serve as Outside Director.

- 57 -

(Note)

1.

2.
3.
4.

5.

6.

7.

The number of the Banks’ shares owned is stated based on the ownership status as of March 31, 2022, andthe number of the Joint Holding Company’s shares to be allocated is stated based on this ownership status,
taking into account the Share Transfer Ratio. Therefore, the number of shares of the Joint Holding
Company actually allocated may change depending on the number of shares owned up until just before theestablishment date of the Joint Holding Company.
There is no special interest between the candidates and the Banks, and no special interest is expected toarise between the candidates and the Joint Holding Company.
Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Yoshiko Kurimoto, and Takumi Azuma are scheduled to
be Outside Directors as set forth in Article 2(xv) of the Companies Act.
The newly-incorporated Joint Holding Company plans to enter into agreements with Masahiro Kato,
Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Yoshiko Kurimoto, and Takumi Azuma limiting thedamage compensation liability set forth in Article 423(1) of the Companies Act pursuant to Article 427(1)of the Companies Act, in order that they may fully perform their expected role as Members of the Audit
Committee. The limited amount of liability for compensation pursuant to such agreements is the minimum
amount of liability stipulated by laws and regulations.
The newly-incorporated Joint Holding Company plans to provide notice to the Tokyo Stock Exchange, Inc.
and Nagoya Stock Exchange, Inc. of Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Yoshiko Kurimoto,and Takumi Azuma as independent officers pursuant to the provisions of the Tokyo Stock Exchange, Inc.
and Nagoya Stock Exchange, Inc..
The Joint Holding Company plans to enter into a directors and officers liability insurance contract provided
for in Article 430-3(1) of the Companies Act with an insurance company, and in the event that the candidate
for Director is appointed as a Director, he or she will be included as an insured under this insurance contract.
The outline of this insurance contract is as follows.
• In the event of claims for compensation of damage resulting from actions taken by the insured in relation
to operations as an officer of the Joint Holding Company (including inaction), the insured will be
indemnified for damages and litigation costs, etc. However, the damage, etc. incurred by an officer who
has committed bribery, other criminal actions, or intentionally committed an illegal action is excluded
from indemnification so as not to undermine the execution and appropriateness of duties by officers,etc.
• The Joint Holding Company shall bear the full cost for insurance premiums.
Yasutoshi Emoto is currently an Outside Director of Aichi Bank (Audit Committee), but if this Proposal isapproved as drafted, he is scheduled to resign from his position as Director of Aichi Bank as of the day
before the effective date of the Share Transfer (October 2, 2022), and is scheduled to be appointed as an
Outside Director (Member of the Audit Committee) of the Joint Holding Company as of the effective dateof the Share Transfer (October 3, 2022). Chieko Murata will be nominated as a candidate for Outside
Director (Member of the Audit Committee) of Aichi Bank in the Annual General Meeting of Shareholdersof Aichi Bank scheduled to be held on June 24, 2022, but if she is nominated as an Outside Director (Audit
Committee) of Aichi Bank and this Proposal is approved as drafted in that Annual General Meeting of
Shareholders, she is scheduled to resign from her position as a Director of Aichi Bank as of the day before
the effective date of the Share Transfer (October 2, 2022), and is scheduled to be appointed as an Outside
Director (Member of the Audit Committee) of the Joint Holding Company by this Proposal as of theeffective date of the Share Transfer (October 3, 2022).

- 58 -

8． Yuki Shibata is currently an Outside Director of Chukyo Bank, but if he is appointed as an Outside Directorof Chukyo Bank at the Annual General Meeting of Shareholders of Chukyo Bank scheduled to be held on
June 24, 2022 and this Proposal is approved as drafted, he is scheduled to resign from his position as
Director of Chukyo Bank as of the day before the effective date of the Share Transfer (October 2, 2022),
and is scheduled to be appointed as an Outside Director (Audit Committee) of the Joint Holding Company
as of the effective date of the Share Transfer (October 3, 2022). Yoshiko Kurimoto is currently an Outside
Audit & Supervisory Board Member of Chukyo Bank, but if this Proposal is approved as drafted, she isscheduled to resign from her position as Audit & Supervisory Board Member of Chukyo Bank as of the
day before the effective date of the Share Transfer (October 2, 2022), and is scheduled to be appointed as
an Outside Director (Member of the Audit Committee) of the Joint Holding Company as of the effective
date of the Share Transfer (October 3, 2022).

9.

Matters set out in Article 77 of the Regulations for Enforcement of the Companies Act regarding theperson who will be the accounting auditor of the Joint Holding Company.
The person who will be the accounting auditor of the Joint Holding Company is as follows.
As of March 31, 2022
Name

KPMG AZSA LLC

Location of principal office

1-2 Tsukudocho, Shinjuku-ku, Tokyo

History

July 1985
October 1993

Number of companies audited

Established as Asahi Shinwa Accounting Corporation
Merged with Inoue Saito Eiwa Audit Corporation, and became
Asahi & Co.
January 2004 Merged with Azsa & Co, and became KPMG AZSA LLC
July 2010
Converted to a limited liability audit corporation (yugen sekinin
kansa hojin), and its name in Japanese became “Yugen Sekinin
Azusa Kansa Hojin”
3,660 companies

Stated capital

3,000 million yen

Personnel composition
Certified public
accountants
Newly certified andjunior CPAs
Audit support staff
Other staff
Total(Note)

2,970(of whom 30 are representative partners
and 500 are partners)

1,172
1,190
(of whom 35 are specified partners and 2 arerepresentative partners)
724
6,056

The Audit Committee of the Bank and the Audit & Supervisory Board of Chukyo Bank judged that KPMG
Azsa LLC was suitable based on a comprehensive consideration of its proven accounting audit track record
and independence over many years, its other qualifications as a professional expert, and its system that ensuresthat accounting audits of the Joint Holding Company are carried out appropriately.

- 59 -

Proposal No. 3

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory

Committee Members)
The terms of all seven directors (excluding directors who are Audit and Supervisory Committee members; thesame applies hereinafter in this proposal) will expire at the conclusion of this Annual General Meeting of
Shareholders. We therefore request the election of seven directors.
The selection of candidates for director was finalized in consultation with the Human Resources Committee, amajority of which is comprised of outside directors.
The Auditing and Supervisory Committee has furnished an opinion that this proposal is in accordance with theBank's management principles and credo, that candidates have been selected who will contribute to sustainablegrowth and enhancement of enterprise value over the medium and long term, and that the candidates for director
in this proposal are appropriate and qualified.
Director candidates are as follows.
Candidate No.

Current position at the Bank

Name

Attendance atBoard ofDirectors
meetings

President

21 of 21
meetings

Nobuhiko Kuratomi

Senior Managing Director

21 of 21
meetings

Reelection

Hiroyasu Matsuno

Managing Director

21 of 21
meetings

4

Reelection

Hiroaki Yoshikawa

Director

20 of 21
meetings

5

Reelection

Kenichi Taguchi

Director

16 of 16
meetings

6

Reelection

Norimasa Suzuki

Director

16 of 16
meetings

7

New
appointme
ntKenji Ito1

Reelection

Yukinori Ito2

Reelection

3

Executive Officer and General
Manager- 60 -－

1. Yukinori Ito

Date of birthJanuary 1, 1958

Reelection

Number of shares owned
1,700 shares

Past experience, position at the Bank, responsibilities, and significant concurrent
positions
April 1980
Joined The Aichi Bank, Ltd.
June 2010
General Manager of Operations Administration Department
June 2013
Appointed Director, General Manager of Operation Audit
Department
June 2015
Director, General Manager of Securities & Foreign Business
Department
June 2017
Appointed Managing Director
June 2019
Appointed President
October 2020
President, responsible for the Internal Audit Department
To present
Reasons for nomination as director candidate:
After having served as manager at major branches and General Manager of the Operations Administration Department, Mr. Ito has served as Director,
General Manager of the Operational Audit Department and General Manager of the Securities & Foreign Business Department. Since his appointment as
Managing Director, he has been responsible for the Compliance Risk Management Department, Operations Administration Department, General Planningand Administration Department, Securities & Foreign Business Department, and Tokyo Office. He was appointed President in 2019.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience of bank operations in a broad range ofareas and his ability to execute business in an appropriate, fair, and efficient manner. The Bank has therefore nominated him as a candidate to serve as
Director.

2. Nobuhiko Kuratomi

Reelection

Date of birth
February 15, 1959

Number of shares owned
900 shares

Past experience, position at the Bank, responsibilities, and significant concurrent
positions
April 1981
Joined The Aichi Bank, Ltd.
June 2014
General Manager of Compliance Management Department
June 2016
Appointed Director, General Manager of Compliance Risk
Management Department
June 2017
Director, General Manager of Internal Audit Department
June 2019
Appointed Managing Director
June 2021
Appointed Senior Managing Director, responsible for the
To present
General Planning and Administration Department
Reasons for nomination as director candidate:
After having served at Aichi Bank branches, the Credit Supervision Department, and as General Manager of the Compliance Risk Management
Department, Mr. Kuratomi has served as Director and General Manager of the Compliance & Risk Management Department, and Director and General
Manager of the Internal Audit Department. Since his appointment as Managing Director, he has been responsible for the General Planning and
Administration Department, the Securities & Foreign Business Department, and the Tokyo Office. He was appointed Senior Managing Director in 2021,
and is currently in charge of the General Planning and Administration Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience of bank operations in a broad range ofareas and his ability to execute business in an appropriate, fair, and efficient manner. The Bank has therefore nominated him as a candidate to serve as
Director.

- 61 -

3.

Hiroyasu Matsuno

Reelection

Date of birth
July 24, 1958

Number of shares owned
1,900 shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1982
Joined The Aichi Bank, Ltd.
June 2013
General Manager of Personal Banking Department
June 2015
Appointed Director, General Manager of Head Office
Sales Department
June 2017
Director, General Manager of Credit Supervision
Department
June 2019
Appointed Managing Director
June 2021
Appointed Managing Director, responsible for theCredit Supervision Department, Securities & Foreign
To present
Business Department, and Tokyo Office
Reasons for nomination as director candidate:
After having served as manager at major branches and General Manager of the Personal Banking Department, Mr. Matsuno has served
as Director and General Manager of the Head Office, and Director and General Manager of the Credit Supervision Department. He wasappointed Managing Director in 2019, and is currently responsible for the Credit Supervision Department, Securities & Foreign Business
Department, and Tokyo Office .
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience of bank operations,primarily in sales, and his ability to execute business in an appropriate, fair, and efficient manner. The Bank has therefore nominatedhim as a candidate to serve as Director.

4.

Hiroaki
Yoshikawa

Reelection

Date of birth
October 5, 1961

Number of shares owned
1,300 shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1985
Joined The Aichi Bank, Ltd.
January 2010 Manager of the Fujigaoka Branch
June 2012Manager of the Osaka Branch
June 2013
Deputy General Manager of General Planning and
Administration Department
June 2015
General Manager of Corporate Administration
Department
June 2017
Executive Officer, General Manager of General
Planning and Administration Department
June 2019
Executive Officer, General Manager of Operations
Administration Department
June 2020
Appointed Director, responsible for the General
Affairs
Department
andtheOperations
To present
Administration Department
Reasons for nomination as director candidate:
After having experience as manager at major branches, Mr. Yoshikawa has served as Deputy General Manager of the General Planningand Administration Department, General Manager of the Corporate Administration Department, Executive Officer and General Managerof the General Planning and Administration Department, and Executive Officer and General Manager of the Operations Administration
Department. Since his appointment as Director, he has been responsible for the General Affairs Department and the Operations
Administration Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience of bank operations,primarily in management and planning, and his ability to execute business in an appropriate, fair, and efficient manner. The Bank has
therefore nominated him as a candidate to serve as Director.

- 62 -

Kenichi Taguchi

5.

Reelection

Date of birth
May 25, 1962

Number of shares owned
1,300 shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1985
Joined The Aichi Bank, Ltd.
June 2014
Manager of Showabashi Branch
June 2015
General Manager of the Personal Banking
Department
June 2017
Executive Officer, General Manager of Personal
Banking Department
June 2018
Executive Officer, General Manager of SalesManagement Department
June 2019
Executive Officer, General Manager of Head Office
Sales Department
June 2021
Appointed Director, responsible for the SalesManagement
Department,
Corporate
Sales
To present
Department, and Individual Sales Department
Reasons for nomination as director candidate:
After having experience as manager at major branches, Mr. Taguchi served as General Manager of the Personal Banking Department,
Executive Officer and General Manager of the Personal Banking Department, Executive Officer and General Manager of the SalesManagement Department, and Executive Officer and General Manager of Head Office Sales Department. Since his appointment as
Director, he has been responsible for the Sales Management Department, Corporate Sales Department, and Individual Sales Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience of bank operations
in a broad range of areas, including front office operations, and his ability to execute business in an appropriate, fair, and efficientmanner. The Bank has therefore nominated him as a candidate to serve as Director.

Norimasa Suzuki

6.

Reelection

Date of birth
December 30, 1963

Number of shares owned
1,000 shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1986
Joined The Aichi Bank, Ltd.
June 2013
Manager of the Ozone Branch
June 2015
Manager of the Tokotori Branch
June 2017
General Manager of Corporate Administration
Department
June 2018
Executive Officer, General Manager of Corporate
Administration Department
June 2020
Executive Officer, General Manager of Compliance
Risk Management Department
June 2021
Appointed Director, responsible for the Compliance
Risk Management Department, Personnel Department To present
Reasons for nomination as director candidate:
After having experience as manager at major branches, Mr. Suzuki has served as General Manager of the Corporate Administration
Department, Executive Officer and General Manager of the Corporate Administration Department, and Executive Officer and General
Manager of the Compliance Risk Management Department,. Since his appointment as Director, he has been responsible for theCompliance Risk Management Department and the Personnel Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience of bank operations
in a broad range of areas, including front office operations, and his ability to execute business in an appropriate, fair, and efficientmanner. The Bank has therefore nominated him as a candidate to serve as Director.

- 63 -

7.

Kenji Ito

New appointment

Date of birth
October 16, 1964

Number of shares owned
1,400 shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1987
Joined The Aichi Bank, Ltd.
June 2015
Deputy General Manager of Corporate
Administration Department
June 2016
Deputy General Manager of Securities & Foreign
Business Department
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 To present
Planning and Administration Department
Reasons for nomination as director candidate:
After having experience at sales branches and the Corporate Administration Department, Mr. Ito has served as General
Manager of the Securities & Foreign Business Department, and Executive Officer and General Manager of the Securities& Foreign Business Department. He is currently Executive Officer and General Manager of the General Planning and
Administration Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience ofbank operations, primarily in sales and planning, and his ability to execute business in an appropriate, fair, and efficientmanner. The Bank has therefore nominated him as a candidate to serve as Director.

(Notes)1.
2.

There is no relationship between a candidate and the Bank wherein either is a specially interested party.
The Bank executes Directors and Officers Liability Insurance Contracts with insurance companies as set
forth in Article 430-3, Paragraph 1 of the Companies Act. A summary of the insurance policies is stated on
p. 86 of the business report. In the event that the candidate is elected to and assumes the post of Director,
he/she will be included as an insured party in this insurance contract. This insurance contract is planned tobe renewed with the same content at the time of its next renewal.

- 64 -

Agenda item 4Election of Six Directors Who Are Audit and Supervisory Committee Members
The terms of all five directors who are Audit and Supervisory Committee members will expire at theconclusion of this Annual General Meeting of Shareholders. We therefore request the election of six directors
who are Audit and Supervisory Committee members. The Audit and Supervisory Committee has approved this
proposal.
Candidates for Director who are Audit and Supervisory Committee members are shown in the following
table.
Candidate No.

1Current
positions at theBank

Attendanceat Board of
Directors
meetings

Attendanceat Audit andSupervisory
Committee
meetings

Masahiro Kato

Director and Audit
and Supervisory
Committee member

21 of 21
meetings

17 of 17
meetings

Yasutoshi Emoto

Director and Audit
and Supervisory
Committee member(Independent officer)

20 of 21
meetings

17 of 17
meetings

Yasuo Hasegawa

Director and Audit
and Supervisory
Committee member(Independent officer)

21 of 21
meetings

17 of 17
meetings

Yoshihiko Nakao

－

－

－

Tsunehiro Matsuno

－

－

－

－

－

－

Name

Reelection

Reelection

2
OutsideReelection

3
Outside4

New
appointme
ntOutside5

New
appointm
ent
Outside6

New
appointme
ntChieko Murata

Outside- 65 -

1.

Masahiro Kato

Date of birth
December 18, 1961

Reelection

Number of shares owned
1,300 shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1985
October 2007
January 2010
October, 2012
June 2014
June 2020

Joined The Aichi Bank, Ltd.
Manager of the Akaike BranchManager of the Tochi BranchManager of the Kanayama Branch
Deputy General Manager of Corporate
Administration Department
Appointed Director, Member of the Audit andSupervisory Committee

To present

Reasons for nomination as director candidate:
After having served as manager at three major branches, Mr. Kato has served as Deputy General Manager ofCorporate Administration Department. He was appointed a Director who is a Member of the Audit and Supervisory
Committee in 2020.
The Bank has judged he would appropriately perform the role of Director who is a Member of the Audit andSupervisory Committee due to his extensive knowledge and experience of bank operations in a broad range of areas,
including front office operations. Accordingly, the Bank has nominated him as a candidate to serve as Director.

- 66 -

2.

Yasutoshi Emoto

ReelectionOutsideDate of birthJanuary 28, 1955

Number ofowned
300 sharessharesPast experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1990
Entered the Legal Training and Research Institute of
the Supreme Court
March 1992
Left the Legal Training and Research Institute of theSupreme Court
April 1992
Registered as an attorney-at-law
April 1992
Joined Fuji Law Office
March 1997
Left Fuji Law Office
April 1997
Established Emoto Law Office
October 2007 Appointed Domestic Relations Conciliator (part-time
judge) of Nagoya Family Court
September 2009 Left position as Domestic Relations Conciliator(part-time judge) of Nagoya Family Court
April 2016
Appointed Director of the Aichi Bar Association
March 2017
Left position as Director of Aichi Bar Association
June 2018
Appointed Director, Member of the Audit and
To present
Supervisory Committee(Significant concurrent positions)
Head of Emoto Law Office
Reason for nomination as an outside director candidate
Mr. Emoto has specialist legal affairs knowledge and extensive experience as an attorney-at-law and provides advice
and oversight on the Bank’s management as an Outside Director and Member of the Audit and Supervisory Committee.
Although Mr. Emoto’s only corporate management experience to date is as outside officer in the past, the Bank has
judged he would appropriately perform the role of a Director who is a Member of the Audit and Supervisory
Committee for the reasons provided above. Accordingly, the Bank has nominated him as a candidate to serve as
Outside Director.

- 67 -

3.

Yasuo Hasegawa
Reelection

OutsideDate of birthJanuary 20, 1952

Numberowned- shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1975
Administrative staff, Nagoya City Government
April 2004
General manager, Finance Department, Finance
Bureau, Nagoya City Government
April 2006
Director, General Affairs Bureau, Nagoya City
Government; Secretary General, Japan Associationof Designated Semiautonomous City Mayors
April 2008
Director, Transportation Bureau, Nagoya City
Government (Manager, Nagoya Municipal
Transport)
March 2012
Resigned from Nagoya City Government
June 2012
Senior Managing Director, Maruhachi Credit
Cooperative
June 2013
Director, Maruhachi Credit Cooperative
June 2017
Resigned from Maruhachi Credit Cooperative
June 2020
Appointed Director, Member of the Audit andSupervisory CommitteeofsharesTo present

Reason for nomination as an outside director candidate
Mr. Hasegawa has long experience in the Nagoya City Government and is a former Director of Maruhachi Credit
Cooperative. These experiences have given him insight and expertise into the management and corporate governancerequired of local financial institutions and will enable him to supervise the management of the Bank as an outside
director who is a Member of the Auditing and Supervisory Committee member.
The Bank has judged that Mr. Hasegawa would appropriately perform the role of Director who is a Member of the
Audit and Supervisory Committee for the reasons provided above. Accordingly, the Bank has nominated him as a
candidate to serve as Outside Director.

- 68 -

4.

Yoshihiko Nakao

New appointment

Date of birth
Outside April 2, 1957

Number of shares own－shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1980
Joined Meitetsu World Travel, Inc.
March 2006
General Manager Finance Department, Meitetsu
World Travel, Inc.
March 2012
Executive officer and General Manager, Finance
Department, Meitetsu World Travel, Inc.
March 2014
Director, General Manager of Finance Department
with responsibility for the General Affairs
Department, Meitetsu World Travel, Inc.
June 2017
Director, General Manager of General Affairs
Department with responsibility for the Auditing
Office and responsibility for the Finance
Department, Meitetsu World Travel, Inc.
July 2019
Director, Manager of Auditing Office withresponsibility for the Finance Department, Meitetsu
World Travel, Inc.
June 2021
Resigned as Director, Meitetsu World Travel, Inc.

To present

Reason for nomination as an outside director candidate
During his tenure at Meitetsu World Travel, Inc., a member of group led by listed company Nagoya Railroad Co.,
Ltd., Mr. Nakao served in key positions including involvement in operations concerning finance and accounting. The
Bank expects these experiences and insights to be leveraged in the supervision of the Bank's management.
Accordingly, the Bank has judged him to be able to appropriately perform the duties of a director who is a Member ofthe Auditing and Supervisory Committee, and has nominated him as a candidate for Outside Director.

- 69 -

5.

Tsunehiro
MatsunoNew appointment

Date of birth
Outside February 15, 1958

Number of shares owned- shares

Past experience, position at the Bank, responsibilities, and significant
concurrent positions
April 1980
Joined Toyota Motor Co., Ltd. (now Toyota Motor
Corp.)
January 2009 General Manager, Finance Department, Toyota
Motor Corp.
January 2012 Councilor, Aisin AW Co., Ltd. (now Aisin Corp.)(seconded from Toyota Motor Corp.)
June 2012Managing Director, Aisin AW Co., Ltd. (reassigned
from Toyota Motor Corp.)
June 2013
Director and Senior Executive Officer, Aisin AW
Co., Ltd.
June 2014
Vice President and Representative Director, Aisin
AW Co., Ltd.
April 2020
Director, Aisin AW Co., Ltd.
June 2020
Resigned as Director, Aisin AW Co., Ltd.

To present

Reason for nomination as an outside director candidate
Through his many years with Toyota Motor Corp. and Aisin AW Co., Ltd. (now Aisin Corp.), Mr. Matsuno served in
key positions including involvement in operations concerning finance and accounting.
With a wealth of experience in the management and corporate governance of listed companies, he is expected tosupervise the Bank's management as an Outside Director who is a Member of the Auditing and Supervisory Committee.
Accordingly, the Bank has judged him to be able to appropriately perform the duties of a director who is a Member ofthe Auditing and Supervisory Committee, and has nominated him as a candidate for Outside Director.

- 70 -

6.

ChiekoMurataNew appointment

Date of birth
Outside September 16, 1959

Number of shares owned－shares

Past experience, position at the Bank, responsibilities, and significant concurrent
positions
April 1982
Joined Nagoya Regional Taxation Bureau
July 2015
Manager of Ogaki Tax Office
July 2016
Manager of Investigation Development Department,
Investigations Division, Nagoya Regional Taxation Bureau
July 2017Manager, Accounting Unit, General Affairs Department,
Nagoya National Tax Office
July 2018
Deputy Director, General Affairs Department, Nagoya
National Tax Office
July 2019
Manager of Nagoya Middle Regional Taxation Bureau
July 2020
Resigned as Manager of Nagoya Middle Regional Taxation
BureauAugust 2020
Registered as certified tax accountant, established Chieko
To present
Murata Tax Accountant Office(Significant concurrent positions)
Head of Chieko Murata Tax Accountant Office
Reason for nomination as an outside director candidate
Having held important positions at the National Tax Office and having served as tax office manager and the like of since joining
Nagoya Regional Tax Office, Ms. Murata has an extensive knowledge of tax and accounting. In her current role as a certified tax
accountant, she is expected to provide advice on bank taxation and accounting and processing methods, as well as contribute to theaccuracy and transparency of finance.
Although Ms. Murata’s only corporate management experience to date is as an outside officer in the past, the Bank has judged shewould appropriately perform the role of Director who is a Member of the Audit and Supervisory Committee for the reasons provided
above. Accordingly, the Bank has nominated her as a candidate to serve as Outside Director.

- 71 -

(Notes)1.
2.

There is no relationship between a candidate and the Bank wherein either is a specially interested party.
Mr. Yasutoshi Emoto, Mr. Yasuo Hasegawa, Mr. Yoshihiko Nakao, Mr. Tsunehiro Matsuno, and Ms.
Chieko Murata are candidates for Outside Director.

3.

Mr. Yasutoshi Emoto and Mr. Yasuo Hasegawa currently serve as outside directors who are members of
the Bank's Auditing and Supervisory Committee. At the end of this General Meeting, Mr. Yasutoshi Emoto

4.

will have been in that position for four years, Mr. Yasuo Hasegawa for two years.
To enable them to adequately perform the roles expected of them as Auditing and Supervisory Committee
members, pursuant to Article 427, Paragraph 1 of the Companies Act, the Bank has executed contracts with
Mr. Masahiro Kato, Mr. Yasutoshi Emoto, and Mr. Yasuo Hasegawa limiting their liability forcompensation as set forth in Article 423, Paragraph 1 of that Act. The maximum liability for compensation
under these contracts is the higher of 10 million yen or the minimum liability amount set forth in Article
425, Paragraph 1 of the Companies Act. The Bank plans to maintain these contracts if the reelection ofthese candidates is approved. The Bank plans to execute liability limitation contracts with the same content

5.

if Mr. Yoshihiko Nakao, Mr. Tsunehiro Matsuno, and Ms. Chieko Murata are elected.
The Bank executes Directors and Officers Liability Insurance Contracts with insurance companies as set
forth in Article 430-3, Paragraph 1 of the Companies Act. A summary of the insurance policies is stated on
p. 86 of the business report. In the event that the candidate is elected to and assumes the post of Director,
he/she will be included as an insured party in this insurance contract. This insurance contract is planned tobe renewed with the same content at the time of its next renewal .

6.

The Bank has notified the Tokyo Stock Exchange and the Nagoya Stock Exchange that Mr. Yasutoshi
Emoto and Mr. Yasuo Hasegawa are independent officers as defined by the exchanges. If this proposal isapproved, the Bank intends to notify both exchanges that these individuals continue to serve as independent
officers. If this proposal is approved, the Bank intends to file notifications of new independent officers for7.

Mr. Yoshihiko Nakao, Mr. Tsunehiro Matsuno, and Ms. Chieko Murata.
If Mr. Yasutoshi Emoto and Ms. Chieko Murata are elected as Directors who are Members of the Auditing
and Supervisory Committee as proposed herein, and if Proposal 2 is also approved without modification,on the day immediately prior to the effective date of the share transfer pertaining to Proposal 2 (October 2,2022), both individuals are expected to resign their positions as Directors who are members of the Bank's
Auditing and Supervisory Committee and assume the office of Directors who our Members of the Auditing
and Supervisory Committee of the joint holding company on the effective date of the share transfer(October 3, 2022).

- 72 -

(Reference 1)
Expertise and Experience, etc. (Skill Matrix) of the Candidates for Director of the Bank (including Auditing andSupervisory Committee members)
List of candidates for Director other than Directors who are Members of the Auditing and Supervisory Committee
Candidate's areas of expertise

Candidate
No.

Name

Current
Position at
the Bank

Attributes

1

YukinoriIto

President

Representative
Director

2

Nobuhiko
Kuratomi

3

Hiroyasu
MatsunoHiroaki
Yoshikawa
Kenichi
Taguchi
Norimasa
Suzuki4
5
6

7

Kenji Ito

Legal
Human
Corporate Financial
IT/computer
Regional
Finance/accounting affairs/risk
resources
management services
systems
promotion
management
and labor

○

○

○

○

○

○

○

○

○

○

○

○

Director○○

Director○○

Director○○

Executive
OfficerandGeneralManager○○

SeniorRepresentative
Managing
Director
Director
Managing
Director

○
○

○

○
○

○

○

○

○

List of candidates for Director and Member of the Auditing and Supervisory Committee
Candidate's areas of expertise
Positions and
Legal
Human
Candidate
Name Responsibilities Attributes Corporate Financial
IT/computer
Finance/accounting affairs/risk
resourcesNo.
at the Bank
management services
systemsmanagement
and labor
Full-time,1
Masahiro Kat
Director○○○in-house
Yasutoshi
Outside2
Director
○
Emoto
Yasuo
Outside3
Director○○
Hasegawa
Yoshihiko
4
New appointment Outside
○
○
Nakao
Tsunehiro
5
New appointment Outside○○
Matsuno6

Chieko MuraNew appointment Outside○

New appointment: Candidates for new election as Director- 73 -

Outside: Candidates for Outside Director

Regional
promotion○

(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 constituted 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 Bank's corporate principles, specificbusiness strategies, and external business environments, etc., and in a form that combines both diversity andappropriate scale.
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 internal director candidates)1.
As a director, the candidate is expected to contribute to the sustainable growth of the Bank and theenhancement of its enterprise value over the medium and long term
2.
The candidate must perform duties faithfully and in accordance with the Bank's management
philosophy, credo, and [Code of Corporate Ethics and Conduct], and must be possessed of the characterand discernment appropriate for a director
3.
The candidate must have a wealth of experience and excellent track record in banking, and have theknowledge and skills required for management(Standards for the selection of outside director candidates)1.
As a director, the candidate is expected to contribute to the sustainable growth of the Bank and theenhancement of its enterprise value over the medium and long term
2.
The candidate must understand and respect the Bank's management principles, credo, and [Code ofCorporate Ethics and Conduct], and must be possessed of the character and discernment 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, government administration, and education, and be able to advise andsupervise management
4.
The candidate satisfies the requirements for independence formulated by the Bank
(Standards for the dismissal of internal and outside directors)
Discussions regarding dismissal will be held at the Human Resources Committee in the event that as a director,
the director falls under of any of the following.
1.
Actions in violation of laws and regulations or the Articles of Incorporation
2.
Significant harm is caused to enterprise value as a result of negligence in duties
3.
Unable to perform duties for health reasons, etc.
4.
No longer satisfies a standard for selection- 74 -

(Reference 3) Standards for Determining the Independence of Outside Directors
The Bank has formulated the following standards to determine the independence of outside directors.
(1)(2)

Not being a party whose major client is the Bank or an executive thereofNot being a major client of the Bank or an executive thereof(3)

Not being a consultant, accounting professional or legal professional who receives substantial monetaryconsideration and/or other economic benefits from the Bank besides officer remuneration(if the entity receiving the stated economic benefits is a corporation, partnership, or other organization, thenany individual belonging to said organization)

(4)
(5)

Not being one of the Bank’s major shareholders or an executive thereofNot being a party who has recently fallen under any of (1) to (4) above(6) 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)
3)

Executive of a subsidiary of the Bank
Director who is not an executive of a subsidiary of the Bank

4)

Person who was recently 2) or 3), or an executive of the Bank*"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 andlegal experts, refers to persons with professional qualifications, for example, certified public accountants
and attorneys at law*"Close relative"
Within two degrees of consanguinity

End of document- 75 -

Attached documents
Business Report for the 113th Term
(From April 1, 2021 to March 31, 2022)

1.

Current situation of the Bank
(1) Business progress and results, etc.
(Description of principal businesses)
Aichi Bank operates deposit services, lending services, domestic exchange services, foreign exchange
services and other services across 104 (96 locations) of its 106 branches excluding Internet branches andLawson ATM branches, and also provides financial products and consulting services for business issues inline with the various needs of its customers. Through these services, it strives to offer convenient andadvanced financial services to fulfill its role as a regional financial institution of contributing to thedevelopment of the regional economy.
(Financial and economic environment)
Looking back at the Japanese economy this fiscal year, the prolonged harsh conditions caused by COVID19 continued to dampen economic activity in the face-to-face service sector, but although the impact of
supply constraints persist, the economy continued to pick up as exports and manufacturing continued their
upward trend, feeding into improved corporate earnings.
In the local region centering on Aichi Prefecture, production in the key automobile-related sector has yet torecover as the long-drawn semiconductor shortage and the spread of COVID-19 disrupted the components
supply chain, bringing exports and production to a standstill. The national recovery in personal consumption
was not reflected in the local region, with the local restaurant and hotel sectors facing strong downward
pressure.
Although economic uncertainty remains high as COVID-19 reemerged and energy and other prices surged
due to the Ukraine conflict and other factors, we expect the outlook to recover on the back of factors such as
the impact of various economic policies and improving overseas economies as socio-economic activity
returns to normal levels.
With respect to finance, the Bank of Japan seeks to provide financial support to corporations and ensure thestability of financial markets through programs such as its Special Program to Support Financing in Responseto the Novel Coronovirus (COVID-19) based on “Quantitative and Qualitative Monetary Easing (QQE) with
Yield Curve Control,” and has said it will not hesitate to implement additional monetary easing measures asnecessary.
The Nikkei stock average slumped to as low as the lower 20,000 yen level due to emergency declarations
and higher U.S. long-term interests, before recovering to the 30,000 yen level in September last year as
progress on vaccinations and a new prime minister raised hopes of economic stimulus. However, the Nikkei
stock average closed the fiscal year at 27,821 yen, down 1,357 yen year on year amid concerns that the swift
spread of the Omicron variant and spiking crude oil and wheat prices caused by the Ukraine conflict would
lead to a downward turn in the Japanese economy.

- 76 -

(Business progress and results)
The Bank implemented various measures to achieve its vision of a “bank that contributes to the local
economy as our customers’ partner,” based on its basic policy set out in the Eleventh Medium-Term
Management Plan from April 2019 to March 2022 to “reinforce sales capabilities & profitability,” “increase
productivity,” “reinforce human resources” and “reinforce governance.”
These measures resulted in the Bank performing as follows.
The term-end deposits balance stood at 3.3938 trillion yen, a 168.3 billion yen increase year on year.
The term-end loans balance stood at 2.7664 trillion yen, a 230.9 billion yen increase year on year.
The term-end securities balance stood at 994.3 billion yen, a 39.6 billion yen increase year on year.
Ordinary income improved 9.618 billion yen year on year to 15.199 billion yen mainly due to increased
interest on loans, interest and dividends on securities, and income from service transactions and the like.
Current net income improved ¥6.79 billion yen year on year to 10.81 billion yen.
With respect to services, we have proactively provided customer-orientated high-quality financial products
and services as we seek to establish a business structure that allows us to manifest sound and appropriate
financial intermediary capabilities for the future.
For small and medium enterprise and sole proprietor customers who have particularly suffered or been
affected by the spread of COVID-19, we are aiming to provide seamless finance as well as offer support in
the form of business consultation and business improvement initiatives using our consulting capabilities.
We established our investment specialist subsidiary Aichi Capital K.K. in January this year. Aichi Bank is
responding to the diverse requirements of regional customers and resolving the challenges they face throughcustomer business succession support, operating funds to develop venture companies, and supplying equity.
We implemented our After (With) COVID-19 Survey twice in April-May and October-November last year,
and by enhancing our issue resolution support for the various business challenges raised in this survey, we
will contribute to the development of the regional economy. We also support donation activities to designatedmedical institutions of specified infectious diseases through our Aigin SDGs Private Placement Bond
Asunaro (COVID-19 measure support) to contribute to resolving regional social problems and environmental
problems caused by the pandemic. We also held our online SDGs x Decarbonization Seminar andDigitalization DX Support Web Seminar in January and February this year respectively, with the aim ofcreating a sustainable society and responding to the diverse requirements of our customers.
Additionally, we participated in the 2020 Fiscal Year Pioneering Personnel Matching Business held by the
Cabinet Office from April last year, and helped support sustained growth and productivity improvements ofcustomers by matching executive class, management-level class, and specialist personnel who are capableof handling resolutions of the business issues faced by customers.
As a regional revitalization initiative, we executed a collaboration agreement with 54 local publicorganizations and commerce organizations, etc. including Aichi Prefecture in order for the government andthe private sector together to offer support to resolve the business challenges of customers at various life
stages.

- 77 -

Our overseas business development initiatives include the execution of a Service Collaboration andCooperative Memorandum with the Japan International Cooperation Association (JICA) Chubu Center in
April last year, and we held an online Overseas Business Expansion Seminar on overseas markets
expansion with the JICA Chubu Center and the Nagoya Trade & Industry Center in September last year.
We have also proactively supported the overseas businesses of our customers during the COVID-19
pandemic such as by organizing Thailand and Vietnam Online Japan Business Negotiation Meetings in
October last year with the Japan Finance Corporation and the Japanese Chamber of Commerce, Bangkok,
at which we provided online business negotiation opportunities amid the pandemic.
For our private customers, we launched our smartphone banking application Aigin App in March this year.
The app allows customers to check their account balance, make deposits and transfers and use the ecofriendly and convenient paperless account Smart Bankbook for transactions. Going forward, we will
improve customer convenience through the provision of services utilizing digital technology.
With respect to our branch offices, we temporarily relocated our Minato Branch to within the Tokaidori
Branch on February 14 this year while it is being rebuilt. We are actively building branch offices closer toour customers that are easy to use and convenient, and seek to provide branch offices that are comfortable
and relaxing for customers.
We formulated our Aigin Health Declaration in October 2018, and as a result of improving the healthawareness of each of our employees and taking steps to promote physical and mental health and create acomfortable workplace, we were selected as a 2022 Health & Productivity Stock Selection as organizedjointly by the Ministry of Education, Trade and Industry and the Tokyo Stock Exchange for the first time in
March 2022, and have been recognized for four consecutive years in the 2022 Certified Health &Productivity Management Organizations Recognition Program (Large Enterprise Category (White 500))
created by the Ministry of Education, Trade and Industry.
For our SDGs initiatives, based on our Aigin Group SDGs Declaration in January 2020, our Aigin SDGs
Evaluation Service launched in April last year has provided support for the SDGs initiatives of our business
partners. Furthermore, in addition to our Aigin Future Support Term Deposit launched in September 2020
which donates a certain balance percentage to Aichi prefecture’s Children’s Bright Future Fund (Kodomo
ga Kagayaku Mirai Kikin), we also launched our Aigin Eco Term Deposit in January this year. This term
deposit is a product that donates a percentage of the balance deposited by the customer to Aichi prefecture’s
Aichi Forest and Greenery Creation Fund (Aichi Mori to Midorizukuri Kikin). We will continue to strive tocreate a safe and rich life for local residents and a sustainable society by supporting the development of thelocal economy and resolving local community issues.
(Challenges to be addressed by the Bank)
The Bank faces an increasingly challenging business environment. With no sign yet of COVID-19
infections coming under control, we are seeing fintech developments and other sectors entering thebanking sector, and as short-term and long-term interest rates remain low due to the continuation ofmonetary relaxation policies, inter-bank competition including from financial institutions in otherprefectures is intensifying.

- 78 -

The challenge we are faced with is to gain the unwavering trust of the local community as a regional financial
institution through “customer-orientated business operations,” conduct proactive support together with ourcustomers to improve corporate value, engage in facilitating small and medium enterprise financing, andcontribute to the development of the regional economy. We also need to contribute to the stable asset
formation of customers by providing high-level financial products and services that truly meet the needs ofour customers.
These beliefs are based on our management philosophy of “value the trust of the local community andcontribute to the prosperity of the local community,” and will be achieved by taking the measures set out in
our Twelfth Medium-Term Management Plan that started in April 2022.
The Twelfth Medium-Term Management Plan sets out our basic policy of “problem solving and channel
strengthening (sales strategy),” “business streamlining and optimization (core strategy),” and “company
culture reform and human resources development (human resources strategy),” with the aim of “providing
trusted and best financial services to the region, and being a leading wealth creation bank that grows withthe region.”
We are moving ahead with digital transformation (DX) and fintech measures centering on the expansion ofservices using the Internet and smartphones, and as well as meeting the requirements of our customers, aretaking steps to provide a new customer experience (CX).
By digitalizing procedures and services, we will create new value through productivity improvements anddata use.
We will create and bolster our risk management system in response to money laundering and terrorism
financing countermeasures.
Damage from climate change in the form of abnormal weather and natural disasters has intensified in recent
years, and its impact on customers and the business foundation of the Bank is gradually increasing. We
expressed our acceptance of the Recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD) in September last year. From October last year, we started using carbon neutral energy
at our head office, and will aggressively take measures to reduce CO 2. We will also strengthen our climatechange and environmental challenges measures, as well as endeavor to improve disclosure of information
relating to climate change risks and opportunities in light of the TCFD recommendations.
Recognizing the above business environment and business challenges, we executed a master agreement on
business integration with The Chukyo Bank, Limited on December 10, 2021, and we are moving ahead withpreparations for the incorporation of a holding company in October this year.
Going forward, we will pursue sustainable growth and long-term corporate improvement through initiatives
that meet the expectations of all our stakeholders under the slogan of “Love, Interaction and Mutual
Understanding” and based on our corporate governance code.
We ask our shareholders and business partners for their continued support and guidance.

- 79 -

(2) Status of assets and profit and loss
(unit: millions of yen)
FY2018Deposits

FY2019FY2020

FY2021

2,787,548

2,812,174

3,225,480

3,393,856

Term deposits

1,081,754

1,027,720

1,102,097

1,163,910

Other

1,705,793

1,784,454

2,123,383

2,229,946

1,810,840

2,070,410

2,535,515

2,766,466

526,746

561,841

653,084

764,000

1,054,585

1,116,979

1,395,159

1,449,012

229,509391,590487,272

553,454

－

1

－

49

1,069,430

965,702954,671994,364

Government bonds

101,455

94,656

92,408

127,797

Other

967,974

871,045862,262866,566

Total assets

3,126,383

3,231,273

3,769,668

4,304,237

Domestic-exchange volume9,262,452

9,385,883

9,384,967

9,986,318

Foreign-exchange volume

millions of dollars
2,930

millions of dollars
2,708

millions of dollars
2,254

millions of dollars
2,279

Loans and bills discounted
Individuals
Small and medium
enterprises
Other
Trading securities
Securities

Ordinary income

6,672

3,881

5,581

15,199Current net income

4,512

2,831

4,091

10,801yen
Current net profit per share(Notes)

416

18

yen
262

83

yen
380

57

yen
1,003

85

1.

Stated monetary amounts are rounded down to the nearest unit.

2.

Current net profit per share is calculated by dividing net income by the average number of issued shares during
the fiscal year (after deducting treasury stock).

- 80 -

(3) Employees
End of the fiscal year
people1,519

Number of employees[year] [month]41

Average age[year] [month]19

Average years of service

0

thousand yen

410

Average monthly wage
(Notes)11

1.

The average age, average years of service and average monthly wages are rounded down to the nearest unit.

2.
3.

The number of employees does not include temporary staff or contract staff.
Average monthly wage is the average monthly wage in March excluding bonus.

(4) Branches and other locationsaNumber of branches
E n d

o f

t h e
Locations98

Aichi Prefecturef i s c a ly e a rOf which, sub-branches(2)

Gifu Prefecture3―

Mie Prefecture

2―

Shizuoka Prefecture

1

―

Tokyo

1

―

Osaka-fu
Total(Note)

1

―

106

(2)

In addition to the above, as of the end of this fiscal year, the Bank also has 53 off-premises automated teller machines,
12,489 off-premises automated teller machines at convenience stores through an Internet partnership, 13,501 offpremises automated teller machines through a partnership with Lawson Bank, and 24,368 off-premises automatedteller machines through a partnership with Seven Bank.

- 81 -

b

Newly opened branches this fiscal year
No applicable matters.

(Notes) 1. The following branches were moved this fiscal year.
Toyotajosui branch
26 Komorocho 1-chome, Toyota-shi (inside the Toyota branch)
Minato branch
14-1 Shichibancho 4-chome, Minato-ku, Nagoya-shi(temporary relocation to within the Tokaidori branch due to store rebuild)
2. The following automated teller machines were opened, closed or jointly operated this fiscal year.
(Newly opened at one location)
Ozone branch
Soyora Kami-Iida sub-branch(Closed at two locations)
Ozone branch
Nagoya Ekimae branch

Tenjinbashi sub-branch
JR Gate Tower sub-branch(Jointly operated at 27 locations)c

List of bank agents
No applicable matters.

dBank agency services, etc. conducted by the Bank
No applicable matters.

- 82 -

(5) Capital investmentsaTotal capital investments(unit: millions of yen)
Total capital investments(Note)b

804

Stated monetary amounts are rounded down to the nearest million yen.

New investments in important facilities, etc.
(unit: millions of yen)
Description

AmountHead office exterior renovation

55

Office equipment renewal

163(Note)

Stated monetary amounts are rounded down to the nearest million yen.

- 83 -

(6) Status of parent company and significant subsidiaries, etc.
aParent company
No applicable matters.
bSubsidiaries, etc.

Name of company

Address

Description of main
businessStated capital

Percentage of voting
rights of subsidiary,etc. held by the Bank

Other

22-20, Meieki 4-chome,Bankadministration―
million yen
Nakamura-ku, Nagoya－business30
100.00shi
22-20, Meieki 4-chome,
Generalleasing
Aigin Lease Co., Ltd. Nakamura-ku, Nagoya46.85
20－
businessshi
22-20, Meieki 4-chome,
Aigin DC Card Co.,
Nakamura-ku, Nagoya- Credit card business
30
42.89
－
Ltd.
shi
22-20, Meieki 4-chome,
Aigin Computer
Computerbusiness
Nakamura-ku, Nagoya5.00
10－Service Co, Ltd.
processing, etc.
shi
Investment
businesslimitedliability
company(fund)
and14-12, Sakae 3-chome, operation
90
Aichi Capital K.K.
100.00－Naka-ku, Nagoya
management
Investeecompany
generalconsulting
business(Notes) 1. The percentage of voting rights held by the Bank is rounded down to two decimal places.
2. The above five subsidiaries comprise the consolidated companies of the Bank. Consolidated ordinary
income improved 2,831 million yen to 56,112 million yen, and net income attributable to shareholders ofparent increased 6,678 million yen to 10,945 million yen.
Aigin Business
Service Co., Ltd.

- 84 -

Overview of important operational alliances
1.

Through an alliance with the 37 regional banks who are members of The Second Association ofRegional Banks, we provide cash withdrawal services through mutual use of automated teller machines(abbreviated as "SCS").

2.

Through an alliance with the 37 regional banks who are members of The Second Association ofRegional Banks, 5 city banks, 3 trust banks, 62 regional banks, 255 shinkin banks (including Shinkin
Central Bank), 141 credit unions (including Shinkumi Federation Bank), 613 agricultural cooperativeand fishing cooperative credit unions (including Norinchukin Bank and Shinren), and 14 labor banks(including Rokinren Bank), we provide cash withdrawal services through mutual use of automatedteller machines (abbreviated as "MICS").

3.

Through an alliance with the 37 regional banks who are members of The Second Association ofRegional Banks, we have a multi-bank report service that uses an ISDN circuit exchange network totransfer data, enabling the transmission and receipt of general transfer and other data with clientcompanies and deposit and withdrawal statements, etc. (abbreviated as "SDS").

4.

The Bank has an alliance with Japan Post Bank providing mutual access to automated teller machines
for making cash deposits and withdrawals.

5.

The Bank has an alliance with AEON Bank providing mutual access to automated teller machines formaking cash deposits and withdrawals.

6.

The Bank has an alliance with Juroku Bank, Bank of Nagoya and Hyakugo Bank providing mutual
access to automated teller machines for making cash deposits.

7.

Of the banks providing mutual access to automated teller machines, the Bank has alliances with MUFG
Bank, Juroku Bank, Bank of Nagoya, Chukyo Bank, Hyakugo Bank, San Ju San Bank, and Shizuoka

Bank for mutually making cash withdrawals at other banks free of charge.
(7) Business transfers, etc.
No applicable matters.
(8) Other important matters concerning the status of the bank
Details of the integration with The Chukyo Bank, Limited are as contained in the Notes to NonConsolidated Financial Statements and the Notes to Consolidated Financial Statements (significant postbalance sheet events) set out in the Internet Disclosure Matters upon Notice of Calling of the 113th
Annual General Meeting of Shareholders.

- 85 -

2.

Company officers (directors)(1) Status of company officers
Name
Yukinori Ito

Nobuhiko
Kuratomi

Hiroyasu
MatsunoShigeru
Murabayashi
Hiroaki
Yoshikawa

Kenichi Taguchi

Norimasa Suzuki

Masahiro Kato
Akira
Katsuragawa
Toshiyasu
HayashiYasutoshi Emoto
Yasuo Hasegawa

Position andresponsibilities
President (Representative
Director)
Responsible for the Internal Audit
Department
Senior Managing Director(Representative Director)
Responsible for the General
Planning Department
Managing Director
Responsible for the Credit
Supervision Department,
Securities & Foreign Business
Department, and Tokyo OfficeDirector
General Manager of Internal
Audit Department
Director
Responsible for General Affairs
Department, Operations
Administration Department
Director
Responsible for SalesManagement Department,
Corporate Sales Department,
Individual Sales Department
Director
Responsible for Compliance &Risk Management Department,
Personnel Department(as of the end of the fiscal year)
Significant
Other
concurrent positions

Director (full-time Audit andSupervisory Committee member)
Director (Audit and Supervisory
Committee member) (outside
director)
Director (Audit and Supervisory
Committee member) (outside
director)
Director (Audit and Supervisory
Committee member) (outside
director)
Director (Audit and Supervisory
Committee member) (outside
director)- 86 -

Head of Akira
Katasuragawa Certified
Tax Accountant Office

Head of Emoto Law
Office(Notes) 1.

Directors (Audit and Supervisory Committee members) Akira Katsuragawa, Toshiyasu
Hayashi, Yasutoshi Emoto, and Yasuo Hasegawa are outside directors set forth in
Article 2(xv) of the Companies Act.
2. Directors (Audit and Supervisory Committee members) Akira Katsuragawa andToshiyasu Hayashi have extensive knowledge in finance and accounting as shown below.
Akira Katsuragawa is a certified tax accountant.
Toshiyasu Hayashi has extensive experience in business operations related to financeand accounting at Matsuzakaya Co, Ltd. and Front Retailing Co., Ltd.
3. Director (Audit and Supervisory Committee member) Yasutoshi Emoto has extensive
legal knowledge as an attorney-at-law.
4. The Bank has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock
Exchange of the positions of the outside directors as independent officers in accordancewith the respective provisions of the exchanges.
5. In order to improve information gathering and the effectiveness of audits and strengthen
audit and oversight functions, the Bank has appointed Director (Audit and Supervisory
Committee member) Masahiro Kato as a full-time Audit and Supervisory Committee
member.
6. The following officers resigned during this fiscal year.
Position at time of
ResignationName
resignation
date
SeniorManaging
Director
June 25, 2021 (expiration of term)
Masato Kobayashi (Representative Director)
Tokuho Iida

Director

Same as above(Reference)
The Bank has adopted an executive officer system. The names, positions and responsibilities ofexecutive officers are as follows.
(as of the end of the fiscal year)
Name
Position and responsibilities
Toru Suzuki

Executive Officer and General Manager of Head Office Sales Department

Kenji Ito

Tetsushi Kawabata

Executive Officer and General Manager of General Planning Department
Executive Officer, General Manager of Securities & Foreign Business
Department
Executive Officer and General Manager in Charge of General Planning
Department
Executive Officer, General Manager of Compliance & Risk Management
Department
Executive Officer, General Manager of Sales Management Department
Executive Officer and concurrently Manager of Nagoya No. 5 Block andManager of Tokotori Branch
Executive Officer and General Manager of Personnel Department

Koji Ito

Executive Officer and General Manager of Corporate Sales Department

Takehiro Suzuki
Keiichi Ishikawa
Hiroyuki Takimoto
Tatsuya Sakamoto
Shinya Naka

- 87 -

(2) Compensation, etc. payable to company officers(1) Total amount, etc. of compensation, etc. amount for the fiscal year

Category

Number of
officers
paidCompensat
ion, etc.

Base
compensati
on(unit: millions of yen)

Performanc
e-linkedcompensati
on, etc.

Nonmonetarycompensati
on, etc.

Directors(excluding Audit
and Supervisory
Committee
members)

9

157
(32)

131
(32)

―

25

Directors(Audit andSupervisory
Committee
members)

5

44
(11)

44
(11)

―

―

Total

14

(Notes) 1.
2.
3.

4.

201
175
―
25
(43)
(43)
Stated monetary amounts are rounded down to the nearest million yen.
The above number of directors paid and compensation, etc. includes two directors(excluding Audit & Supervisory Committee Members) who resigned as of the end of the112th Annual General Meeting of Shareholders held on June 25, 2021.
The compensation, etc. amount includes officer bonuses of 43 million yen [director(excluding an Audit and Supervisory Committee member) bonus of 32 million yen,director who is an Audit and Supervisory Committee member bonus of 11 million yen]
to be paid in June 2022, but excludes employee-portion salary of employee-directors of
14 million (of which 3 million yen is the employee-portion bonus of employee-directors).
Officer bonuses are stated in the parenthesis within the “Compensation, etc.” column.

(2) Performance-linked compensation, etc.
No applicable matters.

- 88 -

(3) Details of non-monetary compensation, etc.
The Bank has introduced a stock option system in order to share the merits and the risks ofstock fluctuations with shareholders by strengthening the link between officer compensationand the stock price and to heighten interest in improving corporate value and increasing shareprice over the medium- to long-term. The details of the system are as follows.
Item
Qualifying persons
Share class
Allocation timing
Maximum allotment
amountNumber of shares
grantedMaximum number ofallotted shares
Fair price calculation
methodAllotment number
calculation method
Value of assets
contributed upon theexercise of rights
Exercise period
Exercisecommencement date
Exercise deadline

Description
Directors (excluding directors who are Audit and Supervisory
Committee members and outside directors)
Common stock of the Bank
To be allocated promptly after the statutory term after a resolution ismade at a board of directors meeting establishing subscription
requirements for rights to subscribe for new shares (to be held in Juneof each year, in principle)
100 million yen per year
100 shares
300 units (30,000 shares)
Black-Scholes model
Fair price on business day preceding the issuance Board of Directors
meeting
Exercise price of one yen per share that can be delivered by exercising
the right to subscribe for new shares, multiplied by the number of shares
granted.
Within 30 years
Day after resignation date
The final day of the exercise period, or the day that is 10 years from theexercise commencement date, whichever is earlier(4) General meeting of shareholders resolutions regarding director compensation, etc.
At the 107th Annual General Meeting of Shareholders held on June 24, 2016, it was resolvedthat the maximum compensation for directors (excluding Audit & Supervisory Committee
members) should be no more than 260 million yen per year (excluding the employee-portion
salary of employee-directors), and the maximum compensation for directors who are Audit andSupervisory Committee members should be no more than 90 million yen per year. Also at the107th Annual General Meeting of Shareholders, it was resolved that rights to subscribe to newshares of up to 100 million yen per year would be allotted to directors (excluding Audit &Supervisory Committee members and outside directors) as stock options separately to the above
maximum limits.
As of the end of that Annual General Meeting of Shareholders, there were 13 directors(excluding Audit & Supervisory Committee members) and six directors who were Audit andSupervisory Committee members (of which four were outside directors).

- 89 -

(5) Policy, etc. for deciding the details of officer compensation, etc.
a Method for deciding such policy
The policy on the compensation, etc. amount of individual directors (excluding Audit &Supervisory Committee members) and its calculation method was subject to a resolution of
the Board of Directors held on February 8, 2021, after asking and following the advice of
the Compensation Committee, in order for the compensation structure to function as anincentive for sustained improvement of corporate value, for it to be linked to shareholder
profit, and for it to be based on the attainment level of the medium term business plan.
b Summary of the content of the policy
The compensation, etc. of individual directors (excluding Audit & Supervisory Committee
members) is configured so that the proportion of the performance-linked compensation andnon-monetary compensation, etc. rises according to position.
c Reason for Board of Directors determining that the details of compensation, etc. forindividual directors this fiscal year are in line with the compensation policy
The compensation, etc. of each individual for this fiscal year as decided by the Board of
Directors was resolved after the Board of Directors determined whether the original proposal
prepared by the Compensation Committee after in-depth examination, including conformity
with such policy, was in line with such policy.
(6) Delegation of pertaining to determination of compensation, etc. for individual directors
No applicable matters.
(3) Liability limitation agreements
Article 33 of the articles of incorporation of the Bank permits the Bank to enter into agreementswith directors (excluding executive directors, etc.) limiting their liability so that they are able tofully fulfil the role expected of directors (Audit and Supervisory Committee members). The
Bank has entered into liability limitation agreements with all directors (Audit and Supervisory
Committee members).
Name
Masahiro Kato
Director (Audit andSupervisory Committee
member)Akira Katsuragawa
Outside Director (Audit
and Supervisory
Committee member)
Toshiyasu Hayashi
Outside Director (Audit
and Supervisory
Committee member)
Yasutoshi Emoto
Outside Director (Audit
and Supervisory
Committee member)
Yasuo Hasegawa
Outside Director (Audit
and Supervisory
Committee member)

Outline of liability limitation agreements

Pursuant to the provisions of Article 427(1) of the Companies Act,
the Bank has entered into agreements to limit compensation liability
for the acts set forth in Article 423(1) of the Companies Act. The
maximum compensation liability in these agreements is 10 million
yen or the minimum liability amount set out in Article 425(1) of theCompanies Act, whichever is higher.

- 90 -

(4) Indemnity agreements
No applicable matters.
(5) Officers, etc. liability insurance agreements
The Bank has entered into an officers, etc. liability insurance agreement as stipulated in Article
430-3(1) of the Companies Act with an insurance company.

3.

Scope of insured
persons

Outline of officers, etc. liability insurance
agreements

Directors of the
Bank

In the event of claims for compensation for damage arising fromactions taken by the insured in relation to operations as an officer ofthe Bank (including non-action), the agreement indemnifies fordamages and litigation costs, etc. suffered by the insured. However,damage etc. incurred by officers, etc. who have committed bribery,other criminal actions, or intentionally broken laws is excluded fromindemnification so as not to undermine the propriety of theexecution of duties by officers, etc. The Bank pays all insurance
premiums.

Outside officers(1) Concurrent positions and other status of outside officers
Name
Akira Katsuragawa
Director (Audit andSupervisory
Committee member)
Toshiyasu Hayashi
Director (Audit andSupervisory
Committee member)
Yasutoshi Emoto
Director (Audit andSupervisory
Committee member)

Concurrent positions and other status
Head of Akira Katasuragawa Certified Tax Accountant Office

No applicable matters.

Head of Emoto Law Office

Yasuo Hasegawa
Director (Audit andNo applicable matters.
Supervisory
Committee member)(Notes) 1. Akira Katasuragawa is concurrently the head of Akira Katasuragawa Certified Tax
Accountant Office. There is no particular relationship between Akira Katasuragawa
Certified Tax Accountant Office and the Bank.
2. Yasutoshi Emoto is concurrently the head of Emoto Law Office. There is no particular
relationship between Emoto Law Office and the Bank.

- 91 -

(2) Primary activities of outside officers
Attendance atmeetings of theorTime in Board
Name
Directors andofficethe Audit andSupervisory
Committee

Comments at meetings of the Board of Directors
and the Audit and Supervisory Committee, andother activities

Mr. Katsuragawa is expected to fulfil a management
supervisory role based on his abundant experienceAkira
and wide-ranging discernment as an active certified
Katsuragawa
public accountant. He actively makes remarks andDirector
the like at Board of Directors meetings with respect
18 years,
to finance as well as the overall business of the Bank.
(Audit and9 months
Moreover, as well as taking a leading role inSupervisoryenhancing deliberations and exercising authority,
Committee
etc. as chair of the Personnel Committee, hemember)participates in active deliberations as aCompensation Committee member.
Mr. Hayashi is expected to fulfil a management
supervisory role based on his abundant experience
Attended all 21 and wide-ranging discernment gained throughholding important management posts such as his
Board ofToshiyasu
participation in business operations related to
Directors
Hayashifinance and accounting at Matsuzakaya Co, Ltd. andmeetings
andall
Director
Front Retailing Co., Ltd. He actively makes remarks
5 years, 9 17 Audit and(Audit andand the like from that perspective at Board ofmonths Supervisory
Supervisory
Directors meetings with respect to the overall
Committee
Committee
business of the Bank. Moreover, as well as taking ameetings
member)leading role in enhancing deliberations andconvened thisexercising authority, etc. as chair of the
fiscal year
Compensation Committee, he participates in active
deliberations as a Personnel Committee member.
Mr. Emoto is expected to fulfil a management
Attended 20 out supervisory role based on his specialist legalof 21 Board ofknowledge and his abundant experience and wideYasutoshi
Directors
Emotoranging discernment as an attorney-at-law. He
meetings and all actively makes remarks at Board of Directors
Director
3 years, 9 17 Audit andmeetings with respect to the strengthening of the(Audit andmonths Supervisorycompliance structure as well as other remarks fromSupervisory
Committee
Committeethat perspective. Moreover, as a Personnel
meetings
member)Committee member, he also plays an important role
convened thisfiscal year
in deliberating nominations of directors, etc. andreporting these to the Board of Directors.
Mr. Hasegawa is expected to fulfil a management
Attended all 21 supervisory role based on his abundant experienceand wide-ranging discernment gained throughBoard of
Yasuo
serving in the Nagoya City government and as a
Directors
Hasegawa
meetings and all former director of Maruhachi Credit Cooperative.
Director
He actively makes remarks at Board of Directors
1 year, 9 17 Audit and(Audit andmeetings with respect to corporate governance asmonths Supervisory
Supervisory
well as other remarks from that perspective.
Committee
Committee
Moreover, as a Compensation Committee member,meetings
member)he also plays an important role in deliberating theconvened thiscompensation of directors, etc. and reporting on thisfiscal year
to the Board of Directors.
(Notes) Outside officers also actively participate in other cross-organizational committees such as
the Business Management Committee.
The Personnel Committee and the Compensation Committee that are discretionary
committees are both chaired by an outside officer.
Attended all 21
Board ofDirectors
meetings and all
17 Audit andSupervisory
Committee
meetings
convened thisfiscal year

- 92 -

- 93 -

(3) Outside officer compensation, etc.
Number of
officers paid

Compensation, etc. from theBank(unit: millions of yen)Compensation, etc. fromthe Bank's parent
company, etc.

Total amount of
4
26(6)
No applicable matters.
compensation,
etc.
(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The compensation, etc. amount from the Bank includes a six million yen officer bonus tofour outside officers planned to be paid in June 2022.
3. Officer bonuses are stated in the parenthesis within the “Compensation, etc. from the
Bank” column.
(4) Opinion of outside officers
No applicable matters.

- 94 -

4.

Stock of the Bank
(1) Number of shares
Total number of authorized shares

30,000,000
sharesTotal number of issued shares
10,943,000
sharesNote: The number of shares is rounded down to the nearest 1,000 shares.

8,968(2) Number of shareholders at the end of this fiscal
shareholders
year(3) Major shareholders
Name of shareholder

Investment in the Bank
Number of shares, etc.
Ownership ratio (%)
held (thousand shares)
1,032
9.59

The Master Trust Bank of Japan, Ltd.
(Trust Account)
Custody Bank of Japan, Ltd. (Trust
446
4.15
Account)
Aichi Bank Employee Shareholding
319
2.97
Association
NGK Insulators, Ltd.
242
2.25
Toho Gas Co., Ltd.
237
2.20
Custody Bank of Japan, Ltd. (Trust
224
2.08
Account 4)
Nippon Life Insurance Company
206
1.92
Meiji Yasuda Life Insurance Company
205
1.91
Sumitomo Life Insurance Company
170
1.58
Sumitomo Realty & Development Co.,
156
1.45
Ltd.
(Notes) 1. The number of shares held is rounded down to the nearest 1,000 shares.
2. The Bank holds 176,172 treasury shares, but it is excluded from the above major
shareholders. The ownership ratio is calculated by deducting treasury shares from thetotal number of issued shares. Fractions are rounded to two decimal points.
3. For the fiscal year ended March 2021, for the Custody Bank of Japan, Ltd. we reported
the total of Trust Account, Trust Account 1,Trust Account 2, Trust Account 4, Trust
Account 5, Trust Account 6, Trust Account 7, Trust Account 9, Trust Account A, Trust
Account B, Pension Trust Account, Pension Special Account, and Securities Investment
Trust Account, but from this fiscal year we are reporting them as they are stated on theshareholder register without totaling them.
4. For the fiscal year ended March 2021, for The Master Trust Bank of Japan, Ltd., wereported the total of Trust Account and the Defined Benefit Plan Trust Canox Accountbut from this fiscal year we are reporting them as they are stated on the shareholder
register without totaling them.
(4) Shares held by officers
No applicable matters.

- 95 -

5.

Financial Auditor(1) Status of financial auditor(unit: millions of yen)
Name

Compensation, etc. for the
fiscal year

Other

KPMG AZSA LLC
Designated Limited
Grounds for consent to compensation, etc.
Liability Partners
58
of financial auditor (note) 4
Atsushi Fukui
Masaki Yamada(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The total monetary and other economic benefits to be paid by the Bank and its
subsidiaries to the financial auditor is 61 million yen.
3. This represents an aggregate amount of auditing compensation for audits pursuant to theCompanies Act and audits pursuant to the Financial Instruments and Exchange Act as theauditing contract between the Bank and financial auditor does not divide out amounts forthe two forms of audit, nor is it practically possible to make such distinction.
4. The Audit and Supervisory Committee conducted necessary reviews on theappropriateness of the audit plan of the financial auditor, the performance of duties, andthe calculation basis of estimated compensation, and found the proposed auditing
compensation to be at a level sufficient for the financial auditor to secure the required
auditing structure and auditing hours, and to perform appropriate audits. It therefore
agreed to the proposed compensation, etc. to the financial auditor.
(2) Liability limitation agreements
No applicable matters.
(3) Indemnity agreements
No applicable matters.
(4) Other matters concerning financial auditor
Policy on determining dismissal or non-reappointment of financial auditor
If the Audit and Supervisory Committee deems it necessary, such as where there is an
obstacle to the execution of the duties of the financial auditor from the perspective of audit
quality, independence or overall capabilities, etc. of the financial auditor, the Audit andSupervisory Committee will determine the details of a proposal on the dismissal or nonreappointment of the financial auditor to be submitted to a general meeting of shareholders.
In addition, if the financial auditor is found to fall under the items prescribed in the
subparagraphs in Article 340(1) of the Companies Act, the financial auditor will be dismissed
based on the unanimous consent of the Audit and Supervisory Committee. In that event, an
Audit and Supervisory Committee member appointed by the Audit and Supervisory
Committee will report the dismissal of the financial auditor and the reasons therefor at thefirst general meeting of shareholders convened after the dismissal.

- 96 -

6.
7.
8.
9.

Basic policy on persons controlling decisions on financial and operational guidelines
No applicable matters.
Specified wholly-owned subsidiaries
No applicable matters.
Transactions with the parent company, etc.
No applicable matters.
Accounting advisors(1) Liability limitation agreements
No applicable matters.
(2) Indemnity agreements
No applicable matters.
10. Other
No applicable matters.

- 97 -

113th Fiscal Year-End
Item

AmountItem(Assets)
Cash and due from banks

484,701

Cash

25,412

Due from banks

459,289

Call loans

2,888

Monetary claims bought

7,238

Trading securities
Trading account government bonds
Securities

49
49
994,364

Government bonds

127,797

Local government bonds

164,445

Corporate bonds

286,645

Stock

131,212

Other securities

284,263

Allowance for possible investment loss
Loans and bills discounted-0
2,766,466

Bills discounted

14,346Loans on notes

39,454Loans on deeds

2,502,007Overdrafts

210,657

Foreign exchange

1,528

Foreign deposits paid
Foreign bills receivable
Other assets

1,141
386
14,120Prepaid expenses

10

Accrued income

1,706

Financial derivatives

1,124

Other assets

11,278

Tangible fixed assets

33,870

Buildings

7,546

Land

22,695

Leased assets

853

Construction in progress

427

Other tangible fixed assets

2,347

Intangible fixed assets

719

Software596

Software suspense account38

Other intangible fixed assets
Prepaid pension costs
Customers' liabilities for acceptances andguarantees

Balance Sheet(As of March 31, 2022)

85
5,585
5,928
-13,223(Liabilities)
Deposits
Current account deposits
Ordinary deposits
Savings deposits
Notice deposits
Term deposits
Installment savings
Other deposits
Negotiable certificates of deposit
Call money
Cash collateral received for securities lent
Borrowed money
Borrowings
Foreign exchange
Foreign bills soldAccrued foreign bills
Other liabilities
Accrued corporate tax, etc.
Accrued expenses
Unearned revenue
Reserve for interest on installment
savings
Financial derivatives
Cash collateral received for financial
instruments
Lease obligations
Asset retirement obligations
Other liabilities
Provision for bonuses
Allowance for officers’ bonuses payable
Allowance for officers’ retirement benefits
Provision for reimbursement of deposits
Provision for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities(Equity)Common stock
Capital surplus
Capital reserves
Retained earnings
Retained earnings reserves
Other retained earnings
Reserve for reduction entry of replaced
assetsGeneral reserve
Retained earnings brought forward
Treasury stock
Total shareholders’ equity
Net unrealized gain on available-for-salesecurities
Deferred gains or losses on hedges- 98 -(unit: millions of yen)Amount3,393,856
228,840
1,938,058
15,683
14,033
1,152,522
11,38833,3294,100
131,119
49,241
447,070447,070
1,433
1,248
184
22,132
2,445
759
1,510
0
2,068
470
914
166
13,797
567
32
35
155
1,564
13,066
4,598
5,928
4,074,903
18,00013,834
13,834
146,695
5,392
141,302434
129,280
11,587-979
177,549
42,616635

Allowance for loan losses

Total assets

4,304,237

Revaluation reserve for land
Total valuation and translation adjustments
Stock acquisition rights
Total equity
Total liabilities and equity- 99 -

8,272
51,525259
229,334
4,304,237

113th Fiscal
Year(From April 1, 2021
to March 31, 2022)

Profit and loss statement(unit: millions of yen)

Item

AmountOrdinary income
Investment income
Interest on loans
Interest on and dividends from securities
Interest on call loans
Interest on deposits
Other interest income
Fees and commissions
Fund transfer fees received
Other fees and commissions
Other operating income
Foreign exchange trading income
Gain on sale of national government bonds
Gain on redemption of national government bonds
Other operating income
Other ordinary income
Gain on loan losses recovered
Gain on sale of equity
Other ordinary income
Ordinary expenses
Financing costs
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call loans
Interest paid on securities lending transactions
Interest on borrowings
Interest paid on interest rate swaps
Other interest expenses
Fees and commissions
Fund transfer fees paid
Other fees and commissions
Other operating expenses
Loss on securities transactions
Loss on sale of national government bonds, etc.
Amortization of national government bonds, etc.
Operating expenses
Other ordinary expenses
Provision for doubtful accounts
Provision of allowance for investment loss
Provision for reimbursement of inactive bank accounts
Provision for contingent loss
Loss on sale of equity
Amortization of equity
Other ordinary expenses
Ordinary income
Extraordinary profit
Gain on disposal of fixed assets
Extraordinary loss
Loss on disposal of fixed assets
Impairment loss
Pre-tax net income
Corporate, inhabitants, and enterprise taxes
Corporate taxes, etc. - deferred
Total corporate taxes, etc.

47,46132,28921,146
10,637
0
469
35
8,906
2,149
6,756
539
77
460
1
0
5,726
0
5,431
294
32,261
381
214
6
-11
7
7
103
52
2,916
329
2,587
1,061
0
1,052
8
24,878
3,023
1,867
0
24
115
532
67
416
15,199
88
88
249
62
186
15,038
4,492
-255
4,237

- 100 -

Net income

10,801- 101 -

Consolidated financial statements preparation policies
The definitions of "subsidiary," "subsidiary corporation, etc.," and "affiliated entities, etc." are basedon Article 2(8) of the Banking Act and Article 4-2 of the Enforcement Orders to the Banking Act.
(1) Scope of consolidation
Consolidated subsidiaries and subsidiary corporations, etc.: 5 companies
Company name: Aigin Business Service Co., Ltd.
Aigin Lease Co., Ltd.
Aigin DC Card Co., Ltd.
Aigin Computer Service Co, Ltd.
Aichi Capital Co., Ltd.
Aichi Capital Co., Ltd. is consolidated from this consolidated fiscal year as it was incorporated
this fiscal year.
(2) Application of the equity method
Not applicable.
(3) Fiscal years, etc. of consolidated subsidiaries and subsidiary corporations, etc.
All subsidiaries and subsidiary corporations, etc. to be consolidated have the same closing dateas the consolidated closing date.

- 102 -

113th Fiscal
Year-EndItem(As of March 31, 2022) Consolidated Balance Sheet(unit: millions of yen)AmountItem(Assets)(Liabilities)
Deposits

Cash and due from banks
Call loans and bills bought
Monetary claims bought
Trading securities
Securities
Allowance for possible investment
loss
Loans and bills discounted

484,775
2,888
7,238
49
993,000-02,759,402

Foreign exchange

1,528

Other assets

37,397

Tangible fixed assets

34,191

Buildings

7,546

Land

22,695

Leased assets

Amount6

Negotiable certificates of deposit
Call money and bills soldCash collateral received for securities
lent
Borrowed money

3,389,658
4,100
131,119
49,241455,615

Foreign exchange

1,433

Other liabilities

23,149Provision for bonuses
Allowance for officers’ bonuses
payableNet defined benefit liability
Allowance for officers’ retirement
benefits
Provision for reimbursement ofdeposits
Provision for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities

582
35
535
44
155
1,564
13,4754,598
5,928
4,081,237

Construction in progress

427

Other tangible fixed assets

3,515

Common stock

18,000760

Capital surplus

13,883Retained earnings

151,391

Intangible fixed assets
Software596

Software suspense account38

Leased assets

40

Other intangible fixed assets

85

Net defined benefit assets
Deferred tax assets
Customers' liabilities for acceptancesand guarantees

7,453
195
5,928
-14,059

Allowance for loan losses(Equity)Treasury stock
Total shareholders’ equity
Net unrealized gain on available-forsale securities
Deferred gains or losses on hedges
Revaluation reserve for land
Accumulated remeasurements ofdefined benefit plans
Total of other comprehensive
accumulated income
Stock acquisition rights
Non-controlling interests
Total Equity

Total assets

4,320,749

Total liabilities and Equity- 103 -

-979
182,295
42,718
635
8,272
925
52,552
259
4,405
239,512
4,320,749

113th Fiscal Yearw

(From April 1, 2021 toMarch 31, 2022)

Item
Ordinary income
Investment income
Interest on loans
Interest on and dividends from securities
Interest on call loans and bills boughtInterest on deposits
Other interest income
Fees and commissions
Other operating income
Other ordinary income
Gain on loan losses recovered
Other ordinary income
Ordinary expenses
Financing costs
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call loans and bills boughtInterest paid on securities lending transactions
Interest on borrowings
Other interest expenses
Fees and commissions
Other operating expenses
Operating expenses
Other ordinary expenses
Provision for doubtful accounts
Provision of allowance for investment loss
Provision for reimbursement of inactive bankaccounts
Provision for contingent loss
Other ordinary expenses
Ordinary income
Extraordinary profit
Gain on disposal of fixed assets
Extraordinary loss
Loss on disposal of fixed assets
Impairment loss
Net income before taxes and other adjustments
Corporate, inhabitants, and enterprise taxes
Corporate taxes, etc. - deferred
Total corporate taxes, etc.
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

Consolidated Profit and Loss Statement(unit: millions of yen)Amount56,11232,28821,12810,6550469
35
17,575
547
5,700
1
5,699
40,577
356
214
6
-11
7
30
108
10,422
1,068
25,527
3,202
2,034
0
24
115
1,028
15,534
88
88
248
62
186
15,374
4,584
-242
4,342
11,031
86
10,945- 104 -

Financial Auditor’s Audit Report on Financial Statements
Independent auditor's audit report
To: The Aichi Bank, Ltd.
The Board of Directors

May 11, 2022

KPMG AZSA LLC
Nagoya Office

Designated Limited Liability Partner
Engagement Partner
Designated Limited Liability Partner
Engagement Partner

Certified Public
Accountant
Certified Public
Accountant

Atsushi Fukui[seal]

Masanori Yamada[seal]

OpinionPursuant to Article 436(2)(i) of the Companies Act, we audited the financial statements for the 113th fiscal year of The Aichi Bank,
Ltd. extending from April 1, 2021 to March 31, 2022, specifically the balance sheet, profit and loss statement, non-consolidated
statement of changes in equity, notes to specific items and attached detailed schedules ("Financial Statements, etc." hereinafter).
We found the Financial Statements, etc. described above to conform to generally accepted principles of corporate accounting in Japanand to appropriately present the status of assets, profits and losses for the period pertaining to the Financial Statements, etc. in allmaterial respects.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under auditing
standards are as stated in "Auditor's Responsibilities for the Audit of Financial Statements, etc." In accordance with professional ethics
standards in Japan, we are independent of the company and perform our responsibilities in an ethical manner as auditors. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Matters of Emphasis
As stated in the Notes on Significant Subsequent Events, the Company passed a resolution at a board of directors meeting convenedon May 11, 2022 to form, together with The Chukyo Bank, Limited, the Aichi Financial Group, Inc., which would function as the parent
company to which both banks will become wholly owned subsidiaries by method of a joint share transfer on October 3, 2022, and thebanks entered into a business integration agreement and jointly prepared a share transfer plan on the same date.
This matter has no effect on our opinion.
Other Stated Matters
Other stated content consists of the Business Report and attached schedules. It is the responsibility of management to prepare anddisclose other stated content. The Audit and Supervisory Committee is responsible for monitoring the execution of duties by directors
in the development and operation of the reporting process for other stated content.
Other stated content is not included in the scope of the auditing opinion of the Financial Statements, etc. expressed by us, and we
express no opinion on other stated content.
Our responsibility in audits of Financial Statements, etc. is to thoroughly read other stated content and, in the process of reading,verify that there are no material differences between other stated content, the Financial Statements, etc., and the knowledge gained by
us in the course of auditing, and to look carefully for signs of material errors in other stated content other than these material differences.
We are required to report the facts if we determine that there are material errors in other stated content based on the work that we
performed.
There are no matters that we should report concerning other stated content.

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Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements, etc.
It is the responsibility of management to prepare and properly present Financial Statements, etc. in conformity with corporate
accounting standards that are generally accepted as fair and appropriate in Japan. This includes the establishment and operation ofinternal controls judged to be necessary by management in order to prepare and properly present Financial Statements, etc. that do notcontain material misrepresentations that are due to wrongdoing or error.
When preparing Financial Statements, etc., management is responsible for assessing whether it is appropriate to prepare Financial
Statements, etc. based on the assumption of a going concern, and for disclosing any matters that it is necessary to disclose regarding thegoing concern based on corporate accounting standards that are generally accepted as fair and appropriate in Japan.
The Audit and Supervisory Committee is responsible for overseeing the performance of duties by directors in connection with theimplementation and operation of the financial reporting process.
Auditor's Responsibilities for the Audit of Financial Statements, etc.
Our responsibility as auditors is to obtain reasonable assurance through the audit about whether the Financial Statements, etc. as awhole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes ouropinion on the Financial Statements, etc. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of the Financial Statements, etc.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit.
 We identify and assess the risk of material misrepresentation due to wrongdoing or error. In addition, we formulate and implement
audit procedures to address the risk of material misstatements. The selection and application of audit procedures is at the discretionof the auditor. We then obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 Although the purpose of the audit of the Financial Statements, etc. is not to express an opinion on the effectiveness of the company's
internal controls, the auditors consider internal controls relevant to the audit in order to design audit procedures that are appropriate
when implementing risk assessments.
 We evaluate the appropriateness of accounting policies used by management and their application, and the reasonableness ofaccounting estimates and the appropriateness of related disclosures made by management.
 We come to a conclusion on the appropriateness of management's use of the going concern basis of accounting to prepare the
Financial Statements, etc. and, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Financial Statements, etc.
or, if such disclosures are inadequate, to declare an opinion with an excepted matter. Our conclusions are based on audit evidence
obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue asa going concern.
 We evaluate the overall presentation, structure and content of the Financial Statements, etc., including the disclosures, and whether
the Financial Statements, etc. represent the underlying transactions and events in a manner that achieves fair presentation inaccordance with accounting principles generally accepted in Japan.
We report to the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of the audit an dsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit, and other mattersthat are called for under the audit standards.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the professional ethics
requirements regarding independence in Japan, and communicate to them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards to remove or reduce obstructions.
Disclosure of Interests
We and our engagement partners do not have any interest in the company that is required to be disclosed pursuant to the provisionsof the Certified Public Accountants Act of Japan.
End of document.

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Financial Auditor Report on Consolidated Financial Statements
Independent auditor's audit report
To: The Aichi Bank, Ltd.
The Board of Directors

May 11, 2022

KPMG AZSA LLC
Nagoya Office
Designated Limited Liability Partner
Engagement Partner
Designated Limited Liability Partner
Engagement Partner

Certified Public
Accountants
Certified Public
Accountants

Atsushi Fukui[seal]

Masanori Yamada[seal]

OpinionPursuant to the provisions of Article 444(4) of the Companies Act, we audited the consolidated financial statements, comprising theconsolidated balance sheet, the consolidated profit and loss statement, the consolidated statement of changes in equity, and the notes toconsolidated financial statements, for The Aichi Bank, Ltd.’s consolidated fiscal year from April 1, 2021 to March 31, 2022.
We found the consolidated financial statements described above to conform to generally accepted principles of corporate accounting
in Japan and to appropriately present the status of assets, profits, and losses of the corporate group comprising The Aichi Bank, Ltd.
and its consolidated subsidiaries for the relevant period.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under auditing
standards are stated in “Auditor's Responsibilities for the Audit of Consolidated Financial Statements.” In accordance with professional
ethics standards in Japan, we are independent of the company and its subsidiaries and we have fulfilled our other ethical responsibilities
as an auditor. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Matters of Emphasis
As stated in the Notes on Significant Subsequent Events, the Company passed a resolution at a board of directors meeting convenedon May 11, 2022 to form, together with The Chukyo Bank, Limited, the Aichi Financial Group, Inc. which would function as the parent
company to which both banks will become wholly owned subsidiaries by method of a joint share transfer on October 3, 2022, and thebanks entered into a business integration agreement and jointly prepared a share transfer plan on the same date.
This matter has no effect on our opinion.
Other Stated Matters
Other stated content consists of the Business Report and attached schedules. It is the responsibility of management to prepare anddisclose other stated content. The Audit and Supervisory Committee is responsible for monitoring the execution of duties by directors
in the development and operation of the reporting process for other stated content.
Other stated content is not included in the scope of the auditing opinion of the consolidated financial statements expressed by us, andwe express no opinion on other stated content.
Our responsibility in audits of consolidated financial statements is to thoroughly read other stated content and, in the process ofreading, verify that there are no material differences between other stated content, consolidated financial statements, and the knowledge
gained by us in the course of auditing, and to look carefully for signs of material errors in other stated content other than these material
differences.
We are required to report the facts if we determine that there are material errors in other stated content based on the work that we
performed.
There are no matters that we should report concerning stated content.

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Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements
It is the responsibility of management to prepare and properly present consolidated financial statements in conformity with corporate
accounting standards that are generally accepted as fair and appropriate in Japan. This includes the establishment and operation ofinternal controls judged to be necessary by management in order to prepare and properly present consolidated financial statements that
do not contain material misrepresentations that are due to wrongdoing or error.
When preparing consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare
consolidated financial statements based on the assumption of a going concern, and for disclosing any matters that it is necessary todisclose regarding the going concern based on corporate accounting standards that are generally accepted as fair and appropriate inJapan.
The Audit and Supervisory Committee is responsible for overseeing the performance of duties by directors in connection with theimplementation and operation of the financial reporting process.
Auditor's Responsibilities for the Audit of Consolidated Financial Statements
Our responsibility as auditor is to obtain reasonable assurance through the audit about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes
our opinion on the consolidated financial statements. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of theconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit.
 We identify and assess the risk of material misrepresentation due to wrongdoing or error. In addition, we formulate and implement
audit procedures to address the risk of material misstatements. The selection and application of audit procedures is at the discretionof the auditor. We then obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 Although the purpose of the audit of the consolidated financial statements is not to express an opinion on the effectiveness of thecompany's internal controls, the auditors consider internal controls relevant to the audit in order to design audit procedures that areappropriate when implementing risk assessments.
 We evaluate the appropriateness of accounting policies used by management and their application, and the reasonableness ofaccounting estimates and the reasonableness of related disclosures made by management.
 We come to a conclusion on the appropriateness of management's use of the going concern basis of accounting to prepare theconsolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to declare an opinion with an excepted matter. Our conclusions are based on audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease tocontinue as a going concern.
 We evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, andwhether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fairpresentation in accordance with accounting principles generally accepted in Japan.
 We obtain sufficient, appropriate audit evidence regarding the financial information of the company and its consolidated subsidiaries
in order to express an opinion on the consolidated financial statements. We are responsible for directions, supervision, andimplementation concerning auditing of the consolidated financial statements. We remain solely responsible for our audit opinion.
We report to the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the professional ethics
requirements regarding independence in Japan, and communicate to them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards to remove or reduce obstructions.
Disclosure of Interests
We and our designated engagement partners do not have any interest in the company or its consolidated subsidiary companies that isrequired to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
End of document- 108 -

Audit Report by the Audit and Supervisory Committee
Audit Report
The Audit and Supervisory Committee has audited the performance of duties by directors in the 113th
fiscal year (April 1, 2021 through March 31, 2022). We report the method and results thereof as follows.
1.

Method and Details of Audit
The Audit and Supervisory Committee received periodic reports from directors, employees, etc.
regarding the content of Board of Directors resolution concerning the matters listed in Article 39913(1)(i), items (b) and (c), of the Companies Act and the structure and operation of the systemestablished pursuant to that resolution (the internal control system), requested explanations as necessary,
expressed opinions, and conducted its audit by the following method.
(a) Attended material meetings, received reports from Directors and employees, etc. with respect totheir performance of duties, requested explanations as necessary, inspected important approval
documents, and investigated the status of the business and assets of the head office and major sales
offices based on the Audit and Supervisory Committee standards established by the Audit andSupervisory Committee and pursuant to the audit policy and division of duties, in collaboration with
the Company's audit department and internal control department. In regard to subsidiaries, theauditors received business reports from subsidiaries as necessary in order to ensure goodcommunication and information exchange with the directors and auditors, etc. thereof.
(b) As well as monitoring and verifying whether the financial auditor maintains an independent
position and properly conducts its audit, the Audit and Supervisory Committee received reports andrequested explanations as necessary from the financial auditor on the status of the execution of its
duties. Further, the Audit and Supervisory Committee received a notice from the financial auditor to
the effect that it maintains “systems in order to ensure that its duties are properly performed (matterslisted in each item under Article 131 of the Ordinance on Company Accounting) in accordance withthe “Quality Control Standards for Auditing” (October 28, 2005, Business Accounting Council), etc.,
and requested explanations as necessary.
Based on the above methods, the auditors examined the business report and attached schedules, financial
statements (balance sheet, profit and loss statement, statement of changes in equity, and notes to specificitems) and their attached schedules, and consolidated financial statements (consolidated balance sheet,consolidated statements of income, consolidated statement of changes in equity, and notes to theconsolidated financial statements) for the business year.

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2. Audit Results(1) Audit results for the business report, etc.
(a) In our opinion, the business report and the annexed detailed statements comply with laws andregulations and the articles of incorporation and accurately reflect the situation of the company.
(b) We found no improper act or material fact that is in violation of laws and regulations or the articles
of incorporation concerning the execution of duties by the directors.
(c) We find that the Board of Directors' resolution and status of operation with respect to internal
control systems are appropriate. Further, we found no matters that should be raised with regard to thedetails stated in the business report or the execution of the directors’ duties concerning those internal
control systems.
(2) Audit results for financial statements and their annexed detailed statements
We find that the audit methods and results of KPMG AZSA LLC are appropriate.
(3) Results of audit of consolidated financial statements
We find that the audit methods and results of KPMG AZSA LLC are appropriate.
May 11, 2022

The Aichi Bank, Ltd. Audit and Supervisory Committee
Full-time Audit and Supervisory Committee Member

Masahiro Kato

Audit and Supervisory Committee Member

Akira Katsuragawa [seal]

Audit and Supervisory Committee Member

Toshiyasu Hayashi [seal]

Audit and Supervisory Committee Member

Yasutoshi Emoto[seal]

Audit and Supervisory Committee Member

Yasuo Hasegawa[seal][seal](Note) Audit and Supervisory Committee Members Akira Katsuragawa, Toshiyasu Hayashi, Yasutoshi Emoto, andYasuo Hasegawa are outside directors as set forth in Article 2(xv) and Article 331(6) of the Companies Act.

End of document- 110 -

Venue for the General Meeting of Shareholders
Date and time
June 24, 2022 (Friday)
10:00 a.m. (reception opens 9:00 a.m.)Venue

8th Floor hall, Head Office, The Aichi Bank, Ltd.
14-12 Sakae 3-chome, Naka-ku, Nagoya
TEL: 052-251-3211 (main)

Aichi Bank Head Office*The photo is the view from the Ootsu Doriside.

Closest station
Sakae Station, Higashiyama
Line, Nagoya Municipal Metro
Kabayacho Station,
Meijo Line

(Sakaechika S7a exit)(Exit 6)

*Please use public transport to travel to the venue.
Please bring this 113th Annual General Meeting of
Shareholders’ Convocation Notice with you to themeeting as meeting materials.

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