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

Securities Code: 7389
June 6, 2023
Start date of measures for electronic provision: June 2, 2023
To our shareholders
Yukinori Ito, President and Representative Director

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

Notice of the First Annual General Meeting of Shareholders
We are pleased to announce the first Annual General Meeting of Shareholders, which will be held as indicatedbelow.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (matters for which measures for providing information in electronic format are to be taken) in electronic
format, and has posted the information on the Company’s website. Please access the following website toview the information.
The Company’s website:
https://www.aichi-fg.co.jp/ir/shareholder/meeting/ (in Japanese)(Please access the above website and check from the “General Meeting of Shareholders.”)
In addition to the Company’s website, matters subject to measures for electronic provision are also postedon the website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Aichi Financial Group” in “Issue
name (company name)” or the Company’s securities code “7389” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)Regarding this Convocation Notice, the paper-based documents delivered to shareholders who haverequested the delivery of the documents in accordance with laws and regulations and the Articles ofIncorporation are to be sent to all shareholders.
If you are unable to attend in person, please consider reviewing the “Reference Documents for the General
Meeting of Shareholders” and exercising your voting rights in advance in writing or via the Internet,
following “How to exercise voting rights” on page 3 of this Convocation Notice by 5:30 p.m. (JST) on
Thursday, June 22, 2023.

-1-1. Date and time

Friday, June 23, 2023, at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.)

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

3. Purposes of the General Meeting of Shareholders
Matters to be reported(1) Business Report, Consolidated Financial Statements, and results of audits of theConsolidated Financial Statements performed by the Accounting Auditor and
Audit Committee for the first fiscal year (from October 3, 2022 to March 31,
2023)(Note) The first fiscal year for the Company is from October 3, 2022, to March
31, 2023, while our consolidated fiscal year is from April 1, 2022, toMarch 31, 2023.
(2) Non-consolidated Financial Statements for the first fiscal year (from October 3,2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Nine Directors (Excluding Directors Who Are Audit Committee
Members)
Proposal No. 3 Election of One Director Who Is an Audit Committee Member
Proposal No. 4 Determination of Remuneration, etc. for Directors (Excluding Directors Who
Are Audit Committee Members)
Proposal No. 5 Determination of Remuneration, etc. for Directors Who Are Audit Committee
Members
Proposal No. 6 Determination of Remuneration for Directors (Excluding Directors Who Are
Audit Committee Members and Outside Directors) to Allocate Restricted SharesWith Transfer Restrictions
Matters subject to measures for electronic provision (matters excluded from the paper-based
documents delivered)(1) In accordance with the provisions of laws and regulations and Article 16 of the Company’s Articles
of Incorporation, the following matters are excluded from the paper-based documents delivered toshareholders who have made a request for delivery of such documents. Therefore, the documents
represent a part of the documents audited by the Audit Committee and Accounting Auditor.
1) “Matters regarding share acquisition rights, etc. of the Company” and “Systems to ensure
proper business activities” in the Business Report
2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements3) “Statement of Changes in Equity” and “Notes to the Non-consolidated Financial Statements” in
the Non-consolidated Financial Statements(2) With regard to any revisions to the matters subject to measures for electronic provision, notice
thereof will be posted on the respective websites where they are posted, as well as the matters before
and after the revisions.
Attendance at the General Meeting of Shareholders

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

-2-How to exercise voting rights
There are three ways to exercise your voting rights.
Attend in person at the General Meeting of Shareholders
Please present the voting form at the reception desk. (Affixing a seal is not required.)Date and time
Venue

Friday, June 23, 2023, at 10:00 a.m. (JST)(Reception opens at 9:00 a.m.)Hall on the 8th floor of the head office, The
Aichi Bank, Ltd.

Exercise your voting rights by mailIndicate your approval or disapproval for each of the proposals on the voting form and return it by
mail. Postage is not required.
Voting deadline Thursday, June 22, 2023: Arrival no later than 5:30 p.m. (JST)Exercise your voting rights via the Internet
https://evote.tr.mufg.jp/
Access the URL above and input your approval or disapproval by the voting deadline.
Voting deadline Thursday, June 22, 2023: No later than 5:30 p.m. (JST)Handling of duplicate voting If you exercise your voting rights both by the voting form and via the Internet, the exercise via theInternet will be treated as the valid exercise of voting rights.
If you exercise voting rights more than once via the Internet, your last exercise will be treated as thevalid exercise of voting rights.
Handling in the absence of indications of “approval” or “disapproval” on the voting form
 In the returned voting form, if no indications of “approval” or “disapproval” are provided for each
proposal, we will consider them as approval.

-3-

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

Appropriation of Surplus

Under our shareholder returns policy, the appropriation of surpluses seeks to proactively return profits to ourshareholders while retaining internal reserves to strengthen our earnings base.
Year-end dividends
Based on a comprehensive consideration of business performance and the future business environment,
the Company proposes that the year-end dividend for the first fiscal year be an ordinary dividend of ¥50
per share.
This will result in an annual dividend for the current fiscal year of ¥50 per share (ordinary dividend of¥50).
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥2,446,345,950.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 26, 2023.

-4-

Proposal No. 2

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

The terms of all nine Directors (excluding Directors who are Audit Committee members; the same applies
hereinafter in this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders.
We therefore request the election of nine Directors.
The selection of candidates for Director was finalized by the Board of Directors in consultation with the
Human Resources Committee, a majority of which is comprised of outside Directors.
We have received the opinion from the Audit Committee that each candidate is deemed suitable for the
Director position, as they are expected to contribute to the sustainable growth of the Company and improving
its corporate value over the medium and long term, faithfully fulfill their duties in accordance with the threeelements of our management vision (“VISION”), “Purpose,” “Mission,” and “Value,” as well as our “Basic
Compliance Policy,” and possess the appropriate personal qualities, insights, abundant experience,accomplishments, and the necessary knowledge and capabilities required for effective leadership in thebanking industry.
The candidates for Director are as follows:
Candidate
No.
1

Name
Reelection

Current position in the Company

Yukinori Ito

Attendance atBoard of Directors
meetings

President (Representative Director)

9/10 meetings
10/10 meetings

2

Reelection

Hideo Kobayashi

Vice President (Representative Director)

3

Reelection

Nobuhiko Kuratomi

Director

10/10 meetings

4

Reelection

Hiroyasu Matsuno

Director

10/10 meetings

5

Reelection

Hiroaki Yoshikawa

Director

10/10 meetings

6

Reelection

Makoto Hayakawa

Director

10/10 meetings

7

Reelection

Norimasa Suzuki

Director

10/10 meetings

8

Reelection

Kenji Ito

Director

10/10 meetings

9

Reelection

Hisashi Sebayashi

Director

10/10 meetings-5-Candidate
No.

Name
(Date of birth)

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

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

June 2010

General Manager of Operations Administration
Department

June 2013

Director, General Manager of Operational Audit
Department(January 1, 1958)

June 2015

Director, General Manager of Securities &Foreign Business Department

Reelection

June 2017Managing Director

June 2019

President (current position)

Oct. 2022

President and Representative Director of theCompany (current position)

Yukinori Ito

1

Number of theCompany’s
shares owned

6,161

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

2

Apr. 1984

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

June 2015

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

Hideo Kobayashi

June 2017

Director and Executive Officer(April 14, 1961)

June 2019

Director and Managing Executive Officer

Reelection

Apr. 2021

President (current position)

Oct. 2022

Vice President and Representative Director of theCompany (current position)

2,900

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

-6-

Candidate
No.

Name
(Date of birth)

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

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

June 2014

General Manager of Compliance Management
Department

June 2016

Director, General Manager of Compliance & Risk
Management Department

Nobuhiko Kuratomi June 2017
(February 15, 1959)
Reelection
3

Director, General Manager of Internal Audit
Department

June 2019

Managing Director

June 2021

Senior Managing Director (current position)

Oct. 2022

Director in charge of Compliance & Risk
Management Department of the Company(current position)

Number of theCompany’s
shares owned

3,497

Significant concurrent positions outside the Company
Senior Managing Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Nobuhiko Kuratomi has been a Director of The Aichi Bank, Ltd., a member of the Group, since June 2016, aManaging Director since June 2019, and a Senior Managing Director since June 2021. He has also served as
Director of the Company since October 2022 with abundant experience and accomplishments as a manager. We
judged him to be a candidate for Director as we expect him to continue to contribute to the management of theCompany.
Apr. 1982

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

June 2013

General Manager of Personal Banking Department

June 2015

Director, General Manager of Head Office Sales
Department(July 24, 1958)

June 2017

Director, General Manager of Credit Supervision
Department

Reelection

June 2019

Managing Director (current position)

Oct. 2022

Director in charge of Operations Administration
Department of the Company (current position)

Hiroyasu Matsuno

4

6,727

Significant concurrent positions outside the Company
Managing Director of The Aichi Bank, Ltd.
Reasons for nomination as candidate for Director
Hiroyasu Matsuno has been a Director of The Aichi Bank, Ltd., a member of the Group, since June 2015, and aManaging Director since June 2019. He has also served as Director of the Company since October 2022 with
abundant experience and accomplishments as a manager. We judged him to be a candidate for Director as we
expect him to continue to contribute to the management of the Company.

-7-

Candidate
No.

Name
(Date of birth)

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

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

June 2015

General Manager of Corporate Administration
Department

June 2017

Executive Officer, General Manager of General
Planning and Administration Department

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

Executive Officer, General Manager ofOperations Administration Department

June 2020

Director

June 2022

Managing Director (current position)

Oct. 2022

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

Number of theCompany’s
shares owned

4,729

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

Makoto Hayakawa(December 15, 1962)
Reelection
6

Apr. 1985

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

June 2011

Executive Officer, General Manager of General
Planning and Administration Department

May 2013

Executive Officer, General Manager ofOperations Administration Department

May 2014

Executive Officer, General Manager of SalesManagement Department

Mar. 2016

Executive Officer, General Manager of Risk
Department

Apr. 2018

Executive Officer, General Manager of General
Planning and Administration Department

June 2019

Managing Executive Officer, General Manager ofGeneral Planning and Administration Department

Oct. 2022

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

Oct. 2022

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

3,115

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

-8-

Candidate
No.

Name
(Date of birth)

Norimasa Suzuki(December 30, 1963)
Reelection
7

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1986

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

June 2017

General Manager of Corporate Administration
Department

June 2018

Executive Officer, General Manager of Corporate
Administration Department

June 2020

Executive Officer, General Manager ofCompliance & Risk Management Department

June 2021

Director (current position)

Oct. 2022

Director in charge of Audit Department of theCompany (current position)

Number of theCompany’s
shares owned

3,730

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

Kenji Ito
(October 16, 1964)
Reelection
8

Apr. 1987

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

June 2017

General Manager of Securities & Foreign
Business Department

June 2018

Executive Officer, General Manager of Securities& Foreign Business Department

June 2019

Executive Officer, General Manager of General
Planning and Administration Department

June 2022

Director (current position)

Oct. 2022

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

5,062

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

Hisashi Sebayashi(August 20, 1967)
Reelection
9Apr. 1986

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

May 2017

General Manager of General Planning and
Administration Department

Apr. 2018

General Manager of Ozone Branch

Dec. 2021

Executive Officer, General Manager of General
Planning and Administration Department

Oct. 2022

Director and Executive Officer (current position)

Oct. 2022

Director in charge of Human Resources &General Affairs Department of the Company(current position)

3,208

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

-9-

(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company, and a summary of the insurance policies is statedon page 45 of the Business Report (in Japanese only). If each candidate is elected and assumes the office as Director,
he/she will be included as an insured in this insurance policy. This insurance policy is planned to be renewed withthe same terms at the time of its next renewal.

- 10 -

Proposal No. 3

Election of One Director Who Is an Audit Committee Member

Yoshiko Kurimoto, a Director who is an Audit Committee member, will resign at the conclusion of thisAnnual General Meeting of Shareholders. We therefore request the election of one Director who is an Audit
Committee member.
Since a Director will be elected to fill a vacancy left by the Director who resigned before the expiration ofher term, the term of office of the Director to be elected shall be for the remainder of the term of the resigning
Director who is an Audit Committee member, in accordance with the Articles of Incorporation of theCompany.
In addition, the consent of the Audit Committee has been obtained for the submission of this proposal.
The candidate for Director who is an Audit Committee member is as follows:
Name(Date of birth)

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

Number of theCompany’s
shares owned

Apr. 1983
Feb. 2004

Joined Nagoya Broadcasting Network Co., Ltd.
Executive Officer and Station Manager
In charge of Systems and ERP
Oct. 2005
Executive Officer and Station Manager
General Manager of Compliance Office
June 2008
Assistant to President’s OfficeSenior Managing Director of NagoyaTV Enterprise Co.,Ltd.
June 2011
Deputy Director (Station Manager) of Sales Department
Mar. 2013
Deputy Director (Station Manager) of Corporate
Strategy Office
Asako Itakura
June 2016
Senior Managing Director of NagoyaTV Enterprise Co.,
(January 21, 1961)
Ltd–
Human Resources Department of Nagoya Broadcasting
New election
Network Co., Ltd.
OutsideJuly 2019
Managing Director of NagoyaTV Enterprise Co., Ltd.
June 2021
Retired from Nagoya Broadcasting Network Co., Ltd.
July 2021
Business Advisor for NagoyaTV Enterprise Co., Ltd.
(current position)
Feb. 2022
Opened Office Itakura Asako (Specified Labor andSocial Security Attorney and Small and Medium
Enterprise Management Consultant Office)Significant concurrent positions outside the Company
Office Itakura Asako (Specified Labor and Social Security Attorney andSmall and Medium Enterprise Management Consultant Office)Employers’ Committee Member of the Aichi Prefectural Labor
Commission
Reasons for nomination as candidate for outside Director who is an Audit Committee member, and summary of expectedrole
Asako Itakura has served for many years in key management positions at Nagoya Broadcasting Network Co., Ltd. andNagoyaTV Enterprise Co., Ltd. She has professional knowledge as an active labor and social security attorney and small
and medium enterprise management consultant, as well as extensive experience in the personnel and labor affairs
department; and therefore, we expect her to provide competent advice and recommendations to the Company’s
management.
For the reasons stated above, we judged that she would be able to fulfill her duties appropriately as a Director who is an
Audit Committee member, and nominated her as a candidate for outside Director.
(Notes) 1. Asako Itakura is a candidate for outside Director who is an Audit Committee member.
2. If this proposal is approved and Asako Itakura assumes the office as outside Director, the Company will enter into
an agreement, pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s Articles ofIncorporation, that the liability of the outside Director under Article 423, paragraph (1) of the Companies Act shallbe limited to the minimum liability amount provided in Article 425, paragraph (1) of the Companies Act if theoutside Director has performed his/her duties in good faith and without gross negligence.

- 11 -

3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company, and a summary of the insurance policies is statedon page 45 of the Business Report (in Japanese only). If this proposal is approved and Asako Itakura assumes theoffice as outside Director, she will be included as an insured in this insurance policy.
This insurance policy is planned to be renewed with the same terms at the time of its next renewal.
4. If this proposal is approved and Asako Itakura assumes the position of outside Director, the Company shall register
her with the Tokyo Stock Exchange and the Nagoya Stock Exchange as an independent officer who is not likely tocause any conflict of interest with general shareholders.
5. There is no special interest between the candidate and the Company.

- 12 -

Proposal No. 4

Determination of Remuneration, etc. for Directors (Excluding Directors Who Are
Audit Committee Members)

With regard to the amount of remuneration, etc. for Directors (excluding Directors who are Audit Committee
members), Article 2, paragraph (1) of the Supplementary Provision of the Company’s Articles ofIncorporation stipulates that the total amount of remuneration, etc. shall not exceed ¥260 million per year
from the date of establishment of the Company to the close of the first Annual General Meeting of
Shareholders.
Therefore, we would like to ask for your approval of the amount of remuneration, etc. of the Company’s
Directors (excluding Directors who are Audit Committee members) after the close of this Annual General
Meeting of Shareholders. After careful consideration of the state of the Company’s management structure,
economic conditions, and various other factors, the Company proposes to continue to set the amount of
remuneration, etc. for Directors (excluding Directors who are Audit Committee members) at no more than¥260 million per year.
The amount of remuneration, etc. for Directors (excluding Directors who are Audit Committee members)
shall not include the employee-portion salary of Directors who concurrently serve as employees of theCompany. The total amount of monetary remuneration claims to be paid to the Company’s Directors(excluding Directors who are Audit Committee members) as compensation for restricted transferable sharesin the event that Proposal No. 6, “Determination of Remuneration for Directors (Excluding Directors Who
Are Audit Committee Members and Outside Directors) to Allocate Restricted Shares With Transfer
Restrictions,” is approved shall be limited to ¥100 million, in addition to the amount of remuneration, etc.
This proposal has been determined by the Board of Directors after consultation with the Company’s
Remuneration Committee. The Audit Committee has reviewed this proposal and has expressed its opinion
that there are no particular matters to be pointed out.
In addition, the current number of the Company’s Directors (excluding Directors who are Audit Committee
members) is nine (including no outside Directors), and the same will apply if Proposal No. 2 “Election ofNine Directors (Excluding Directors Who Are Audit Committee Members)” is approved.
We would like to request that the Board of Directors determine the timing and allotment of remuneration, etc.
at its discretion.

- 13 -

Proposal No. 5

Determination of Remuneration, etc. for Directors Who Are Audit Committee
Members

With regard to the amount of remuneration, etc. for Directors who are Audit Committee members, Article 2,paragraph (2) of the Supplementary Provision of the Company’s Articles of Incorporation stipulates that the
total amount of remuneration, etc. shall not exceed ¥90 million per year from the date of establishment of theCompany to the close of the first Annual General Meeting of Shareholders.
Therefore, we would like to request your approval again of the amount of remuneration, etc. for Directors
who are Audit Committee members after the close of this Annual General Meeting of Shareholders.
After careful consideration of the state of the Company’s management structure, economic conditions, andvarious other factors, the Company proposes to continue to set the amount of remuneration, etc. for Directors
who are Audit Committee members at no more than ¥90 million per year.
This proposal has been determined by the Board of Directors after consultation with the Company’s
Remuneration Committee. All Directors who are Audit Committee members have reviewed this proposal andhave expressed their opinion that there are no particular matters to be pointed out.
In addition, the current number of Company Directors who are Audit Committee members is six (including
five outside Directors), and if Proposal No. 3 “Election of One Director Who Is an Audit Committee Member”
is approved, Directors who are Audit Committee members will be six (including five outside Directors).
The timing and allotment of remuneration, etc., will be determined through discussions among the Directors
who are Audit Committee members.

- 14 -

Proposal No. 6

Determination of Remuneration for Directors (Excluding Directors Who Are Audit
Committee Members and Outside Directors) to Allocate Restricted Shares With
Transfer Restrictions

In order to share the benefits and risks of share price fluctuations with our shareholders and to motivate themto contribute more than ever before to increasing the share price and enhancing corporate value, the Company
proposes to allot shares of common shares of the Company (the “restricted shares”) to the Directors(excluding Directors who are Audit Committee members and outside Directors; the “eligible Directors”),
subject to certain transfer restriction periods and reasons for free acquisition by the Company, as described
below.
Therefore, comprehensively taking into consideration various matters, including the contribution level of theeligible Directors, the Company proposes to set the total amount of monetary remuneration claims to be paid
to the eligible Directors as remuneration, etc. related to the restricted shares at no more than ¥100 million peryear, in addition to the amount of remuneration, etc. proposed to be approved in Proposal No. 4,“Determination of Remuneration, etc. for Directors (Excluding Directors Who Are Audit Committee
Members).” The allotment of restricted shares is determined by comprehensively taking into consideration
various matters, including the contribution level of the eligible Directors, and the ratio of the maximum
number of restricted shares to be allocated in each fiscal year as set forth in 2. below to the total number ofshares issued and outstanding is approximately 0.14% (the ratio of the maximum number of restricted shares
to be issued over a 10-year period would be approximately 1.4%), and given that the dilution rate is minor,
we believe that it is appropriate.
This proposal has been determined by the Board of Directors after consultation with the Company’s
Remuneration Committee. The Audit Committee has reviewed this proposal and has expressed its opinion
that there are no particular matters to be pointed out.
Subject to the approval of this proposal, the Board of Directors resolved at its meeting held on May 10, 2023,
to change the policy and other matters relating to the determination of the content of executive remuneration,etc., as described in the Business Report. The Company believes that this proposal is in line with the policy
after such change and is appropriate.
In addition, the current number of the Company’s Directors (excluding Directors who are Audit Committee
members) is nine (including no outside Directors), and the same will apply if Proposal No. 2 “Election ofNine Directors (Excluding Directors Who Are Audit Committee Members)” is approved.
Specific details and maximum number of restricted shares to be transferred to the eligible Directors
1.

Allotment and payment for restricted shares
Based on a resolution of the Board of Directors, the Company shall pay monetary remuneration claims
to the eligible Directors as remuneration, etc. related to the restricted shares within the above annual
amount, and each eligible Director shall receive all of the said monetary remuneration claims by way ofcontribution in kind and be allocated the restricted shares.
The amount to be paid in for the restricted shares shall be determined by the Board of Directors of theCompany based on the closing price of the common shares of the Company on the Tokyo Stock
Exchange on the business day immediately preceding the date of the resolution of the Board of Directors
regarding the issuance or disposal of such shares (or, if the transaction is not executed on that day, theclosing price on the immediately preceding trading day), to the extent that the amount is not particularly
favorable to eligible Directors who subscribe to such restricted shares.
The above monetary remuneration claims shall be paid on the condition that the eligible Directors agree
to the above contribution in kind and that they have entered into an agreement on the allotment of
restricted shares that include the details set forth in 3. below.

2.

Total number of restricted shares
The total number of restricted shares to be allocated to eligible Directors shall be 65,000 shares, whichshall be the maximum number of restricted shares to be allocated in each fiscal year.
However, if there is the need to adjust the total number of restricted shares to be allotted in the event ofa share split (including a gratis allotment of shares of the Company’s common shares) or consolidation- 15 -

of shares of the Company’s common shares or other cases after the date of the resolution of this proposal,
the total number of such restricted shares can be adjusted in a reasonable manner.
3.

Agreement on the allotment of restricted shares
Upon the allotment of the restricted shares, the agreement on the allotment of restricted shares to beentered into between the Company and the eligible Directors who are to receive the allotment of therestricted shares, based on a resolution of the Board of Directors, shall include the following details.
(1) The transfer restriction
During the period from the date of delivery of the restricted shares to the date of retirement fromthe position of Directors of the Company and its subsidiaries (the “transfer restriction period”), theeligible Directors who have received the allotment of the restricted shares (the “allotted shares”)
may not transfer, create a pledge, create a security interest, give a lifetime gift, make a bequest, or
perform any other disposition with respect to the allotted shares (the “transfer restriction”) to athird party.
(2) Free acquisition of restricted shares
If an eligible Director who received an allotment of the restricted shares resigns from any position
as a Director of the Company or its subsidiaries by the day before the first Annual General Meetingof Shareholders to be held after the commencement date of the transfer restriction period, theCompany shall automatically acquire the allotted shares without compensation unless there is areason that the Board of Directors deems justifiable.
In addition, if any of the allotted shares have not been released from the transfer restrictions basedon the provisions of the grounds for releasing the transfer restrictions in (3) below at the time of
expiration of the transfer restriction period in (1) above, the Company shall automatically acquire
the allotted shares without compensation.
(3) Releasing of the transfer restrictions
The Company shall release the transfer restrictions on all allotted shares upon the expiration of thetransfer restriction period, provided that the eligible Director who has received the allotment of
restricted shares has continuously held the position of Director of the Company or one of its
subsidiaries from the commencement date of the transfer restriction period until the first Annual
General Meeting of Shareholders to be held on or after such date.
However, in the event that the eligible Director, for reasons deemed justifiable by the Board of
Directors of the Company, resigns from the position of Director of the Company and its subsidiaries
by the day before the first Annual General Meeting of Shareholders to be held after thecommencement date of the transfer restriction period, the number of the allotted shares to bereleased and the timing for releasing the transfer restrictions shall be reasonably adjusted, as
necessary.
(4) Handling in reorganization, etc.
If a resolution regarding the merger agreement in which the Company is the dissolving company
during the transfer restriction period, a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary, or the share transfer plan and otherreorganization is approved at the Company’s General Meeting of Shareholders (or the Board of
Directors, in cases where approval by the General Meeting of Shareholders is not required for suchreorganization), and if the effective date of such reorganization occurs before the expiration of thetransfer restriction period (the “approval of the reorganization, etc.”), and if the eligible Director
who has received an allotment of restricted shares in connection with such reorganization is toretire from both the Company and its subsidiary Director positions, then the Board of Directors
shall reasonably determine the number of allocated shares considering the period from the startdate of the transfer restriction period until the date of approval of such reorganization and shallrelease the transfer restriction prior to the effective date of the reorganization for that number of
allocated shares.

- 16 -

Upon approval of the reorganization, etc., the Company shall, as of the business day preceding theeffective date of such reorganization, etc., automatically acquire without compensation the allottedshares for which the transfer restrictions have not been released as of the same date.

- 17 -

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

Name

Current
position intheCompany

Candidate’s areas of expertise
Attributes

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

Representative
Director

○

○

○

Hideo
Kobayashi

Vice
Representative
President
Director

○

○

○

3

Nobuhiko
Kuratomi

Director

○

○

○

4

Hiroyasu
MatsunoDirector○○

5

Hiroaki
YoshikawaDirector

○

○

○

6

MakotoHayakawa

Director

○

○

○

7

Norimasa
Suzuki

Director○○

8

Kenji Ito

Director

○

○

○

9

Hisashi
Sebayashi

Director

○

○

○

1

Yukinori Ito President

2

List of Directors who are Audit Committee members

○

○
○

○

○

○
○

○

○

○

○

○

○

○

○
○

○
○

○

(Note) No. 6 is a candidate.
Expertise of Audit Committee member

No.

Name

Current
position intheCompany1

Masahiro
Kato

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

Yasutoshi
Emoto

Director(AuditCommittee
member)[Outside]3

Yuki
Shibata

Director(AuditCommittee
member)[Outside]4

ChiekoMurataDirector(AuditCommittee
member)[Outside]

5

TakumiAzuma

Director(AuditCommittee
member)[Outside]

○

6

Asako
Itakura[Newelection][Outside]○

Attributes

Corporate
Finance Legal affairs IT and Human
Regional
management Financial
and risk computer resources
andrevitalization
servicesandaccounting management systems and labor
sustainability

○

○

○

○

○

○

○

○

○

○

○

[New election] Candidate for Director (Audit Committee member) to be newly elected[Outside]
Outside Director- 18 -○

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

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

- 20 -

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

4.
5.
6.

*

*

*

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