These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8385)
June 5, 2019
To Shareholders with Voting Rights:
Iwao Otsuka
President
THE IYO BANK, LTD.
1, Minami-Horibata-cho,
Matsuyama-shi, Ehime, JapanNOTICE OF CONVOCATION OF
THE 116TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 116th Annual General Meeting of Shareholders of THE IYO BANK,
LTD. (the “Bank”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
(pages 3-4). Please review the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by Wednesday, June 26, 2019 at 5:30 p.m. Japan time.
1. Date and Time:Thursday, June 27, 2019 at 10:00 a.m. Japan time

2. Place:

4F Hall, Head Office of the Bank
1, Minami-Horibata-cho, Matsuyama-shi, Ehime

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 116th Fiscal Year (from April 1, 2018 to March 31, 2019)
2. Consolidated Financial Statements for the Bank’s 116th Fiscal Year (from
April 1, 2018 to March 31, 2019) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee
Proposals to be resolved:<Propositions by the Company (Proposals 1 and 2)>
Proposal No. 1: Election of Six (6) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 2: Election of Five (5) Directors (Audit and Supervisory Committee Members)1

<Propositions by the Shareholders (Proposals 3 to 6)>
Proposal No. 3: Partial Amendment to the Articles of Incorporation (Amendment to Article 13
Standard Date)
Proposal No. 4: Partial Amendment to the Articles of Incorporation (Amendment by Deletion of
Article 22 Consultants and Advisors)
Proposal No. 5: Dismissal of One (1) Director (Excluding Director Serving as Audit andSupervisory Committee Member)
Proposal No. 6: Dismissal of One (1) Director (Audit and Supervisory Committee Member)
Proposals 3 to 6 are propositions by a shareholder (1 shareholder), and the Board of Directors
objects to each of these Proposals.
End◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
◎ If the venue becomes full, we will provide a second venue, etc. We appreciate your understanding.
◎ The following matters are posted on the Bank’s website in accordance with laws and regulations andArticle 15 of the Bank’s Articles of Incorporation, and are not provided with this Notice of Convocation.
1) Items regarding stock acquisition rights of the Business Report2) Non-consolidated Statement of Changes in Net Assets
3) Notes to the Non-consolidated Financial Statements
4) Consolidated Statement of Changes in Net Assets
5) Notes to the Consolidated Financial Statements
As a result, the attached documents of this Notice of Convocation are a subset of the Business Report,
Non-consolidated Financial Statements, and Consolidated Financial Statements that were audited during
preparation of the Accounting Auditor’s Report by the Accounting Auditor and the Auditor’s Report by the
Audit and Supervisory Committee.
◎ Any revisions to the Business Report, the Non-consolidated Financial Statements, Consolidated
Financial Statements, and the Reference Documents for the General Meeting of Shareholders, will be
posted on the Bank’s website

The Bank’s website: https://www.iyobank.co.jp/

2Reference Documents for the General Meeting of Shareholders
Proposals and References
Propositions by the Company (Proposals 1 and 2)
Proposals 1 to 2 are propositions by the Company.
Proposal No. 1: Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
The term of office of all six (6) Directors (excluding Directors Serving as Audit and Supervisory
Committee Members; the same applies throughout this proposal) will expire at the close of this Annual
General Meeting of Shareholders. Accordingly, the election of six (6) Directors is proposed.
The Audit and Supervisory Committee has reviewed this proposal, and pursuant to the provisions of theCompanies Act, there are no particular matters of note to be stated.
The candidates for Directors are as follows:No.
1

Iwao Otsuka

Name
Male

Reelection

2

Kenji Takata

Male

Reelection

3
4
5

Kenji Miyoshi
Muneaki Todo
Tetsuo Takeuchi

Male
Male
Male

Reelection
Reelection
Reelection

6

Haruhiro Kono

Male

Reelection

Reelection:

Current positions in the Bank
President (Representative Director)
Senior Managing Director (Representative
Director)
Managing Director
Managing Director
Managing Director, CIO
Managing Director, Manager, Branch Banking
Group

Candidate for reelected Director

3

No.

Name
(Date of birth)Iwao Otsuka(April 7, 1952)[Male][Reelection]

Past experience, positions, responsibilities
and significant concurrent positions
April 1976
July 1995
August 1998
July 2000
June 2003
August 2006
June 2007
June 2008
June 2010

Term of office as
June 2011
Director: 12 years (atJune 2012
the close of this
General Meeting)

Joined the BankManager, Human Resources Division
General Manager, Gunchu Branch
General Manager, Kochi Branch
General Manager, Oita Branch
General Manager, Human Resources Division
Director, General Manager, Human Resources Division
Director, General Manager, Head Office, Business
Department
Managing Director, General Manager, Branch Banking
Group
Senior Managing Director
President (current position)

Number ofshares of the
Bank held

22,270 shares[Responsibilities]
General Secretariat
1 Attendance at Board
Tokyo Representative Officeof Directors meetings:
Internal Audit Division
14/14 (100%)[Significant concurrent positions]
Chairman, Ehime Bankers Association
Chairman, Ehime Industrial Promotion Foundation
Reasons for selection as a candidate for Director:
Mr. Iwao Otsuka has a wealth of experience as General Manager of sales branches, in the personnel division, the sales
division, and the planning division, etc., and has deep knowledge of overall operations of banks. Additionally, he has
executed corporate management in a precise, fair, and efficient manner as President of the Bank, and by utilizing theseexperiences and insights as Director, the Bank has judged that he is a person that can continue to contribute to theimprovement of corporate value of the Bank over the medium to long term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
Mr. Iwao Otsuka is the Chairman of the Ehime Industrial Promotion Foundation, and the Bank conducts ordinary financetransactions between said foundation.

4

No.

Name
(Date of birth)

Kenji Takata(November 15,
1955)[Male][Reelection]
Term of office as
Director: 9 years (atthe close of this
General Meeting)2

Past experience, positions, responsibilities
and significant concurrent positions
April 1978
February 1998
July 2000
July 2003
August 2006
August 2008
June 2010
June 2012
June 2014
June 2016
April 2018
June 2018

Joined the BankManager, Loan Division No. 1
Acting General Manager, Osaka Branch
General Manager, Mishima Branch
General Manager, Oita Branch
General Manager, Business Planning & Promotion
Division
Director, General Manager, Business Planning &Promotion Division
Director, General Manager, Head Office, Business
Department
Managing Director
Managing Director, General Manager, Branch Banking
Group
Managing Director
Senior Managing Director (current position)

Number ofshares of the
Bank held

21,600 shares

Attendance at Board[Responsibilities]
of Directors meetings:
Credit Division
13/14 (92.9%)

Ship Finance Division
Consumer Loan Center
Corporate Consulting Division
Loan Management OfficeMortgage Valuation Office

Reasons for selection as a candidate for Director:
Mr. Kenji Takata has a wealth of operational experience as General Manager of sales branches and in the sales division andthe credit division, etc., and is well-versed in the operations of banks. By utilizing this wealth of experiences and insights as
Director, the Bank has judged that he is a person that can continue to contribute to the improvement of corporate value of the
Bank over the medium to long term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Kenji Takata and the Bank.

5

No.

Name
(Date of birth)

Kenji Miyoshi(December 18,
1959)[Male][Reelection]
Term of office as
Director: 2 years (atthe close of this
General Meeting)3

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
March 2004
August 2006
August 2009
August 2012
June 2014
June 2015
June 2016
June 2017

Joined the Bank
General Manager, Tsubaki Branch
Acting General Manager, Hiroshima Branch
General Manager, Osaka Kita Branch
General Manager, Funds Operation & Securities Division
Executive Officer, General Manager, General Planning
DivisionManaging Executive Officer, General Manager, General
Planning Division
Managing Executive Officer, Deputy General Manager,
Branch Banking GroupManaging Director (current position)

Number ofshares of the
Bank held

11,900 shares[Responsibilities]

Attendance at Board General Planning Divisionof Directors meetings: Public Relations & CSR OfficeInternational Division
13/14 (92.9%)

Funds Operation & Securities Division
Financial Market Business Office

Reasons for selection as a candidate for Director:
Mr. Kenji Miyoshi has a wealth of operational experience as General Manager of sales branches, in the financial market
division, the planning division, and the sales division, etc., and is well-versed in the operations of banks. By utilizing thiswealth of experiences and insights as Director, the Bank has judged that he is a person that can continue to contribute to theimprovement of corporate value of the Bank over the medium to long term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Kenji Miyoshi and the Bank.

Muneaki Todo
April 1978
(December 7, 1955) February 1999
June 2003[Male]
August 2006
[Reelection]
August 2008
June 2010
Term of office as
Director: 9 years (at June 2014

Joined the BankManager, Head Office, Business Department
General Manager, Kochi Branch
General Manager, Takamatsu Branch; Chief
Representative, Takamatsu Representative Office
General Manager, Loan Division No. 1
Director, General Manager, Imabari BranchManaging Director (current position)

13,200 sharesthe close of this
General Meeting)[Responsibilities]
General Affairs Division
4
Attendance at Board Risk Management Divisionof Directors meetings: Customer Satisfaction Enhancement OfficeCompliance Division
14/14 (100%)
Reasons for selection as a candidate for Director:
Mr. Muneaki Todo has a wealth of operational experience as General Manager of sales branches and in the credit divisionand the risk control division etc., and is well-versed in the operations of banks. By utilizing this wealth of experiences andinsights as Director, the Bank has judged that he is a person that can continue to contribute to the improvement of corporate
value of the Bank over the medium to long term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Muneaki Todo and the Bank.

6

No.

Name
(Date of birth)

Tetsuo Takeuchi(July 18, 1957)[Male][Reelection]
Term of office as
Director: 7 years (atthe close of this
General Meeting)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
August 1999
August 2001
July 2005
February 2008
August 2009
June 2011
June 2015
June 2016

Number ofshares of the
Bank held

Joined the BankManager, Head Office, Business Department
Manager, Human Resources Division
General Manager, Fukuoka Branch
Acting General Manager, Systems Development Division
General Manager, Systems Development Division
Director, General Manager, Systems Development
DivisionManaging Executive Officer, General Manager of
11,600 shares
Systems Development Division
Managing Director, CIO (current position)[Responsibilities]
Human Resources Division
Attendance at Board
Operations Management Divisionof Directors meetings:
Systems Development Division
5
14/14 (100%)[Significant concurrent positions]
Director, Audit and Supervisory Committee Member, Daiki Axis Co., Ltd.
Reasons for selection as a candidate for Director:
Mr. Tetsuo Takeuchi has a wealth of operational experience as General Manager of sales branches, and in the businessadministration division, the systems development division, and the personnel division etc., and is well-versed in theoperations of banks. Additionally, he served as Director from June 2011 to June 2015 and appropriately fulfilled his
responsibilities. By utilizing this wealth of experiences and insights as Director, the Bank has judged that he is a person thatcan continue to contribute to the improvement of corporate value of the Bank over the medium to long term, and has
selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. There are no special interest relationships between Mr. Tetsuo Takeuchi and the Bank.
2. In line with the transition to a Company with Audit and Supervisory Committee in June 2015, Mr. Tetsuo Takeuchi
retired from Director and was appointed Managing Executive Officer.

7

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1981
July 2002
July 2004
August 2007
Haruhiro Kono
August 2009
(October 26, 1958)
June 2012[Male][Reelection]
Term of office as
Director: 5 years (atthe close of this
General Meeting)

6

Attendance at Boardof Directors meetings:
13/14 (92.9%)

June 2014
April 2015
June 2015
June 2017
April 2018

Joined the Bank
General Manager, Ushibuchi Branch
General Manager, Kure Branch
General Manager, Mitsuhama Branch
General Manager, Okayama Branch
Director, General Manager, Business Planning &Promotion Division
Director, General Manager, Niihama Branch
Director, General Manager, Niihama Group; General
Manager, Niihama BranchManaging Executive Officer, General Manager, NiihamaGroup; General Manager, Niihama Branch (current
position)Managing Director
Managing Director, General Manager, Branch Banking
Group (current position)

Number ofshares of the
Bank held

15,760 shares[Responsibilities]
Branch Banking Group (Corporate & Retail Banking Planning Division,
Consulting Business Division, Online Business Division and Regional
Vitalization Division)

Reasons for selection as a candidate for Director:
Mr. Haruhiro Kono has a wealth of operational experience as General Manager of sales branches and in the sales division,etc., and is well-versed in the operations of banks. Additionally, he served as Director from June 2012 to June 2015 andappropriately fulfilled his responsibilities. By utilizing this wealth of experiences and insights as Director, the Bank has
judged that he is a person that can continue to contribute to the improvement of corporate value of the Bank over the
medium to long term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. There are no special interest relationships between Mr. Haruhiro Kono and the Bank.
2. In line with the transition to a Company with Audit and Supervisory Committee in June 2015, Mr. Haruhiro Kono retired
from Director and was appointed Managing Executive Officer.

8Proposal No. 2: Election of Five (5) Directors (Audit and Supervisory Committee Members)
The term of office of five (5) Directors (Audit and Supervisory Committee Members) will expire at theclose of this Annual General Meeting of Shareholders. Accordingly, the election of five (5) Directors (Audit
and Supervisory Committee Members) is proposed.
We have obtained the approval of the Audit and Supervisory Committee for this proposal.
The candidates for Directors (Audit and Supervisory Committee Members) are as follows:
No.
1

Name
Shiro Hirano

Male

Current positions in the Bank
Director (Audit and Supervisory Committee
Member) (Standing)Reelection

Reelection
Director (Audit and Supervisory Committee
OutsideMember)Independent
Reelection
Director (Audit and Supervisory Committee
3
Takeshi Ichikawa
Male Outside
Member)Independent
Reelection
Director (Audit and Supervisory Committee
4
Yasunobu Yanagisawa Male Outside
Member)Independent
Newly
elected5
Keiji Joko
Male
OutsideIndependent
Reelection:
Candidate for reelected Director
Outside:Candidate for Outside Director
Independent:
Candidate for Independent Director for notification to Tokyo Stock Exchange, Inc.
Newly elected:
Candidate for newly elected Director
2

Kaname Saeki

Male

9

No.

Name
(Date of birth)
Shiro Hirano(May 15, 1958)[Male][Reelection]

Past experience, positions, responsibilities
and significant concurrent positions
April 1981
August 2001
August 2006
August 2008
June 2010
June 2012

Term of office as Director(Audit and Supervisory June 2014
Committee Member): 5
years (at the close of this June 2015
General Meeting)Attendance at Board of
Directors meetings:
14/14 (100%)1June 2017

Number ofshares of the
Bank held

Joined the BankManager, General Planning Division
Deputy General Manager, General Planning Division
Acting General Manager, General Planning Division
General Manager, General Planning Division
Director, General Manager, General Planning
Division
Director, General Manager, Tokyo Branch; General
Manager, Financial Market Business Office
Managing Executive Officer, General Manager,
24,900 shares
Tokyo Branch; General Manager, Financial Market
Business OfficeDirector (Audit and Supervisory Committee Member)(current position)

Attendance at Audit andSupervisory Committee
meetings:
15/15 (100%)
Reasons for selection as a candidate for Director:
Mr. Shiro Hirano has a wealth of operational experience as General Manager of sales branches and the planning division,etc., and is well-versed in the operations of banks. Additionally, he served as Director from June 2012 to June 2015 andappropriately fulfilled his responsibilities. By utilizing this wealth of experiences and insights, the Bank has judged that he isa person that can appropriately conduct the auditing and supervision of Directors’ duty execution, accounting audits incooperation with the Accounting Auditor, and other duties, from a standpoint independent from business execution, and has
selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. There are no special interest relationships between Mr. Shiro Hirano and the Bank.
2. In line with the transition to a Company with Audit and Supervisory Committee in June 2015, Mr. Shiro Hirano retired
from Director and was appointed Managing Executive Officer.
3. The Bank concluded a liability limitation agreement with Mr. Shiro Hirano based on Article 427, Paragraph 1 of theCompanies Act. If Mr. Shiro Hirano is reappointed as Director (Audit and Supervisory Committee Member), the Bank
plans to continue the liability limitation agreement with him. The limit of liability for Directors (Audit and Supervisory
Committee Members) under said agreement is the minimum liability amount stipulated by laws and regulations.

10

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1968
March 1975

Kaname Saeki(October 29, 1944)[Male][Reelection][Outside][Independent]

June 1995
June 1997
May 1998
June 1999

June 2001
June 2005
April 2006
Term of office as Outside
June 2012
Director: 4 years (at theJune 2015
close of this General
Meeting)

Attendance at Board of
Directors meetings:
12/14 (85.7%)

2

Attendance at Audit andSupervisory Committee
meetings:
12/15 (80%)

June 2015

Number ofshares of the
Bank held

Joined Teito Rapid Transit Authority
Joined Iyo Railway Co., Ltd. (currently IYOTETSU
Group Co., Ltd.)
General Manager, Engineering Division
Director, General Manager, Engineering Division
Director, General Manager, Railway Division
Director, General Manager, Railway & Vehicles
DivisionManaging Director
Senior Managing Director
President and Representative Director
Outside Auditor, the Bank
Representative Director and Chairman, Iyo Railway
16,769 sharesCo., Ltd. (currently IYOTETSU Group Co., Ltd.)(current position)
Director (Audit and Supervisory Committee Member)(Outside), the Bank (current position)[Significant concurrent positions]Representative Director and Chairman, IYOTETSU Group Co., Ltd.
Representative Director and Chairman, Matsuyama Development Co.,Ltd.
President and Representative Director, Matsuyama Kanko Golf Co., Ltd.
Chairman, the Matsuyama Chamber of Commerce and Industry
Chairman, the Ehime Prefectural Federation of Chambers of Commerceand Industry

Reasons for selection as a candidate for Director:
Mr. Kaname Saeki has a wealth of experience and wide insights as a corporate manager, and the Bank expects to receive
appropriate suggestions from the viewpoint of securing legality and appropriateness regarding decision-making of businessexecution as wells as monitoring and supervision of management, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. There are ordinary finance transactions between the Bank and IYOTETSU Group Co., Ltd., Matsuyama Development
Co., Ltd., Matsuyama Kanko Golf Co., Ltd., the Matsuyama Chamber of Commerce and Industry, and the Ehime
Prefectural Federation of Chambers of Commerce and Industry, where Mr. Kaname Saeki holds significant concurrent
positions. Additionally, although there are transactional relationships between the Group and Matsuyama Development
Co., Ltd. and Matsuyama Kanko Golf Co., Ltd. for facility usage, etc., the amount of the transactions is less than 2% of
the Bank’ ordinary revenue and each of the companies’ net sales. Therefore, he satisfies the standards of independence(Page 16) for Outside Directors of the Bank.
2. The Bank concluded a liability limitation agreement with Mr. Kaname Saeki based on Article 427, Paragraph 1 of theCompanies Act. If Mr. Kaname Saeki is reappointed as Director (Audit and Supervisory Committee Member), the Bank
plans to continue the liability limitation agreement with him. The limit of liability for Directors (Audit and Supervisory
Committee Members) under said agreement is the minimum liability amount stipulated by laws and regulations.
3. The Bank registered Mr. Kaname Saeki as an Independent Director (Outside Director) with Tokyo Stock Exchange, Inc.
If this proposal is approved and Mr. Kaname Saeki is reappointed as Director (Audit and Supervisory Committee
Member), the Bank plans to continue the registration as an Independent Director (Outside Director) with the Exchange.

11

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Takeshi Ichikawa(April 3, 1950)

April 1988
April 1988

[Male][Reelection][Outside][Independent]

April 2008
March 2009
April 2013
April 2014

Term of office as Outside
Director: 4 years (at the June 2014
June 2015
close of this General
Meeting)

April 2018
Attendance at Board of
Directors meetings:
14/14 (100%)

3

Registered as attorney-at-law
Joined Isao Yoneda Law Office (currently Matsuyama
Chuo Law Office)
Chairman, Ehime Bar Association
Retired as Chairman, Ehime Bar Association
President, Matsuyama Chuo Law Office (current
position)
Director, Ehime District Office, The Japan Legal
Support Center
Outside Auditor, the Bank
Director (Audit and Supervisory Committee Member)(Outside), the Bank (current position)
Retired as Director, Ehime District Office, The Japan
Legal Support Center

Number ofshares of the
Bank held

1,200 shares[Significant concurrent positions]
President, Matsuyama Chuo Law OfficeAttendance at Audit andSupervisory Committee
meetings:
15/15 (100%)
Reasons for selection as a candidate for Director:
Although Mr. Takeshi Ichikawa has not been directly involved in corporate management, he has a wealth of experience andprofessional insights as an attorney-at-law, and the Bank expects to receive appropriate suggestions from the viewpoint of
securing legality and appropriateness regarding decision-making of business execution as well as monitoring andsupervision of management, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. Mr. Takeshi Ichikawa is President of Matsuyama Chuo Law Office, with which the Bank has ordinary financetransactions. Additionally, the Group has concluded consultant agreements with multiple legal professional corporations
and law offices. The said law office is one of the consultant legal professional corporations, and remuneration to the saidlaw office has been not more than 10 million yen per annum on average over the past three fiscal years. Therefore, hesatisfies the standards of independence (Page 16) for Outside Directors of the Bank.
2. The Bank concluded a liability limitation agreement with Mr. Takeshi Ichikawa based on Article 427, Paragraph 1 of theCompanies Act. If Mr. Takeshi Ichikawa is reappointed as Director (Audit and Supervisory Committee Member), theBank plans to continue the liability limitation agreement with him. The limit of liability for Directors (Audit andSupervisory Committee Members) under said agreement is the minimum liability amount stipulated by laws andregulations.
3. The Bank registered Mr. Takeshi Ichikawa as an Independent Director (Outside Director) with Tokyo Stock Exchange,
Inc. If this proposal is approved and Mr. Takeshi Ichikawa is reappointed as Director (Audit and Supervisory Committee
Member), the Bank plans to continue the registration as an Independent Director (Outside Director) with the Exchange.

12

No.

Name
(Date of birth)
Yasunobu Yanagisawa April 1996
(December 16, 1947) April 2005
April 2009
[Male]March 2015
[Reelection]
June 2015[Outside][Independent]
April 2016

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of the
Bank held

Professor, Faculty of Science, Ehime University
Director, Ehime University
President, Ehime University
Retired as President, Ehime University
Director (Audit and Supervisory Committee Member)(Outside), the Bank (current position)
President, Okayama University of Science, Kake
Educational Institution (current position)

Term of office as Outside
Director: 4 years (at the [Significant concurrent positions]
President, Okayama University of Science, Kake Educational Institution
close of this General
Meeting)

500 shares

Attendance at Board of
Directors meetings:
11/14 (78.6%)

4

Attendance at Audit andSupervisory Committee
meetings:
14/15 (93.3%)
Reasons for selection as a candidate for Director:
Although Mr. Yasunobu Yanagisawa has not been directly involved in corporate management, he has a wealth of experienceand professional insights as an academic expert, and the Bank expects to receive appropriate suggestions from the viewpointof securing legality and appropriateness regarding decision-making of business execution as well as monitoring andsupervision of management, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. Mr. Yasunobu Yanagisawa is the President of Okayama University of Science, Kake Educational Institution. There areordinary finance transactions between the Bank and the said educational institution, but there are no other transactions
besides that. Therefore, he satisfies the standards of independence (Page 16) for Outside Directors of the Bank.
2. The Bank concluded a liability limitation agreement with Mr. Yasunobu Yanagisawa based on Article 427, Paragraph 1of the Companies Act. If Mr. Yasunobu Yanagisawa is reappointed as Director (Audit and Supervisory Committee
Member), the Bank plans to continue the liability limitation agreement with him. The limit of liability for Directors(Audit and Supervisory Committee Members) under said agreement is the minimum liability amount stipulated by laws
and regulations.
3. The Bank registered Mr. Yasunobu Yanagisawa as an Independent Director (Outside Director) with Tokyo Stock
Exchange, Inc. If this proposal is approved and Mr. Yasunobu Yanagisawa is reappointed as Director (Audit andSupervisory Committee Member), the Bank plans to continue the registration as an Independent Director (Outside
Director) with the Exchange.

13

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Keiji Joko
(February 3, 1950)

April 1968
April 2006

[Male][Newly elected][Outside][Independent]

April 2008

April 2010
December 2010
April 2012
Term of office as Outside August 2014
June 2015
Director: –June 2015
Attendance at Board of March 2019

Joined Ehime Prefectural Government
General Manager, Economics and Labor Department,
Ehime Prefecture
General Manager, Agriculture, Forestry and Fisheries
Department, Ehime Prefecture
Advisor, Ehime Prefecture
Assistant to the Governor, Ehime Prefecture
Deputy Governor, Ehime Prefecture
Special Advisor, Ehime Prefecture
Retired as Special Advisor, Ehime Prefecture
Chairman, Ehime Guarantee
Retired as Chairman, Ehime Guarantee

Number ofshares of the
Bank held

0 sharesDirectors meetings:–

5

Attendance at Audit andSupervisory Committee
meetings:–
Reasons for selection as a candidate for Director:
Although Mr. Keiji Joko has not been directly involved in corporate management, he has a wealth of experience and wide
insights in the field of public administration, and the Bank expects to receive appropriate suggestions from the viewpoint of
securing legality and appropriateness regarding decision-making of business execution as well as monitoring andsupervision of management, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. There are no special interest relationships between Mr. Keiji Joko and the Bank. The Bank has transactions with Ehime
prefecture, where Mr. Keiji Joko is from, as its designated financial institution, and there are ordinary finance transactions
such as deposits and loans between the Bank and the prefecture. However, considering the nature of the transactions andthe character of the prefecture where he is from, his independence is not affected. Therefore, he satisfies the standards of
independence (Page 16) for Outside Directors of the Bank.
2. If Mr. Keiji Joko is appointed as Director (Audit and Supervisory Committee Member), the Bank will conclude a liability
limitation agreement with Mr. Keiji Joko based on Article 427, Paragraph 1 of the Companies Act. The limit of liability
for Directors (Audit and Supervisory Committee Members) under said agreement is the minimum liability amountstipulated by laws and regulations.
3. If this proposal is approved, the Bank will register Mr. Keiji Joko as an Independent Director (Outside Director) with
Tokyo Stock Exchange, Inc.

14

(Reference)
Composition of the Audit and Supervisory Committee after election (plan)

Name
Shiro Hirano

Male

Kaname Saeki

Male

OutsideIndependent

Takeshi Ichikawa

Male

OutsideIndependent

Yasunobu Yanagisawa

Male

OutsideIndependent

Junko Miyoshi

FemaleOutsideIndependent

Keiji Joko

Male

OutsideIndependent

Outside:Independent:

Current positions in the Bank,
significant concurrent positions
Director (Audit and Supervisory Committee
Member) (Standing)
Director (Audit and Supervisory Committee
Member)Representative Director and Chairman,
IYOTETSU Group Co., Ltd.
Representative Director and Chairman,
Matsuyama Development Co., Ltd.
President and Representative Director, Matsuyama
Kanko Golf Co., Ltd.
Chairman, the Matsuyama Chamber of Commerceand Industry
Chairman, the Ehime Prefectural Federation of
Chambers of Commerce and Industry
Director (Audit and Supervisory Committee
Member)President, Matsuyama Chuo Law OfficeDirector (Audit and Supervisory Committee
Member)President, Okayama University of Science, Kake
Educational Institution
Director (Audit and Supervisory Committee
Member)Chairman, Ability Center Inc.
Director (Audit and Supervisory Committee
Member)Outside Director or candidate for Outside Director
Independent Directors for notification to Tokyo Stock Exchange, Inc.

* The term of office of Directors (Audit and Supervisory Committee Members) is two (2) years. Ms.
Junko Miyoshi was elected and assumed office at the 115th Annual General Meeting of Shareholders
held in June 2018.

15

(Reference) Standards of Independence for Outside Directors of the Bank
In the event that none of the following items apply, the Board of Directors will judge that the Outside Director
in question possesses independence. Additionally, even in the event that the following items formally apply,
under the condition that an explicit explanation is made regarding the reasoning for why the person is suitedas an Independent Director, judgment may be made that the Outside Director in question possesses
independence.
1. A party that is a business executor (an Executive Director, Executive, Manager, or other employee of acompany; an Officer, Director, or employee of another corporation or organization that executes business;or a party that executes business in a position similar to the above; the same applies hereinafter) of the
Bank or a group company of the Bank (parent company, subsidiary, or affiliated company; the same
applies hereinafter) or was a business executor within 10 years prior to appointment
2. A party that holds the Bank as a major transaction partner (to which (1) or (2) below apply) or a businessexecutor thereof(1) Borrowings from the Bank are highest, and, its borrower classification is debtor under caution or
lower, etc., causing it to be dependent on the Bank due to lack of a substitute regarding fundprocurement(2) Regarding ordinary commercial transactions other than borrowings, the amount of transactions with
the Bank is 2% or more of net sales (if a business executor of multiple companies, etc., then net salesof each company) of said transaction partner
3. A major transaction partner (transactions approximately in excess of 2% of ordinary revenue of the Bank)of the Bank or a business executor thereof
4. A party (attorney, certified public accountant, tax accountant, or other consultant) that receives
remuneration over a certain amount other than officer remuneration (10 million yen per annum or 2% of
total revenue of said organization on average over the past three fiscal years, whichever amount is higher)
from the Bank, or a party affiliated with said organization
5. A business executor of an organization that receives donations over a certain amount (10 million yen perannum or 2% of total revenue of said organization on average over the past three fiscal years, whicheveramount is higher) from the Bank.
6. A party to which 2 to 5 above applied within 5 years prior to appointment
7. A spouse or relative to within the second degree or a person sharing livelihood with a party to which thefollowing applies(1) An important business executor (Executive director, Executive Officer, General Manager, or a party
that conducts important business similar to the above; the same applies hereinafter) of the Bank or agroup company of the Bank
(2) Of parties to which 2 to 5 above apply, a party that can be considered an important business executorEnd

16Propositions by the Shareholders (Proposals 3 to 6)
Proposals 3 to 6 are propositions by a shareholder. The number of voting rights held by the proposing
shareholder (1 shareholder) is 310.
In the “Reasons for the Proposition” of each proposal, the original propositions submitted by the
proposing shareholder have been stated without any changes in written expressions, perception of facts, andsuch.
About Propositions by the Shareholders
The Companies Act recognizes the shareholders’ right to make a proposition when certain requirements
are met. Regarding such propositions, excluding the case where they violate laws and regulations or the
Articles of Incorporation, regardless of their contents, the Company is obligated to publish the propositions.
In this instance, the Company has received propositions from a shareholder (1 shareholder). In
consideration of the above, the Company has decided to publish all of the shareholder’s propositions.

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Proposal No. 3: Partial Amendment to the Articles of Incorporation (Amendment to Article 13 Standard
Date)
1.

Contents of the Proposition

The contents of the amendments are as follows. (The amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments(Standard Date of the Annual General Meeting of(Standard Date of the Annual General Meeting of
Shareholders)Shareholders)
Article 13 The standard date of voting rights of the
Article 13 The standard date of voting rights of theAnnual General Meeting of Shareholders
Annual General Meeting of Shareholdersof the Bank shall be April 30 of each year.
of the Bank shall be March 31 of each
year.
2.
(1)

(2)

Reasons for the Proposition
As the General Meeting of Shareholders is held on the same day and at the same time as other banks,
we are unable to attend the meeting, which creates a huge disadvantage for us. Accordingly, we wish
that the standard date of the Annual General Meeting of Shareholders of the Iyo Bank shall bechanged from March 31 of each year to April 30 of each year.
By shifting the standard date of the Annual General Meeting of Shareholders by a month,shareholders gain advantages such as a wider range of options for attending each General Meeting of
Shareholders.

The Board of Directors’ Opinion on Proposal 3
The Board of Directors objects to this Proposal.
In accordance with the “Corporate Governance Guidelines,” the Bank has carried out appropriate
responses to ensure that the rights of all shareholders are effectively secured, including: delivering the Noticeof Convocation of the General Meeting of Shareholders early, publishing the notice on the Company’s
website before delivering the physical copies, using an electronic platform for the exercising of voting rights,
and setting an appropriate date for the meeting.
Regarding changing the standard date of voting rights, as such responses are not generally conducted at
the moment, this change could bring about confusion among shareholders, and the Bank has judged that the
proposed amendment to the Articles of Incorporation is not necessary.

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Proposal No. 4: Partial Amendment to the Articles of Incorporation (Amendment by Deletion of Article 22
Consultants and Advisors)
1.

Contents of the Proposition

The contents of the amendments are as follows.
Current Articles of Incorporation(Consultants and Advisors)
Article 22 The Board of Directors may determine
consultants and advisors through a
resolution.
2.
(1)

(2)

(3)

(4)

Proposed Amendments(Deletion)

Reasons for the Proposition
The Iyo Bank does not disclose the duties and remuneration amounts of its advisors and consultants.
At the Annual General Meeting of Shareholders held in 2018, through a shareholder’s question, it was
finally announced that the annual remuneration for a consultant was 5 million yen. This represents aviolation of the obligation to notify shareholders.
The business environment surrounding regional banks is becoming increasingly harsh. At the Iyo
Bank, the amount of bad debt has increased, and the amount of consolidated net profit has decreased
significantly. It is time for the Bank to consider cutting expenses in terms of labor costs and thenumber of branches. It is a nationwide trend to abolish positions such as advisors and consultants.
The Ehime Bank, Ltd. does not have such a system.
Shareholders have been forced to accept low dividends from the Iyo Bank for a long time. Officers
and former officers are being assigned to various positions, and receive a high amount of
remuneration regardless of business performances. Officers and former officers should consider
emphasis on shareholders and returning profits to shareholders as priorities.
Mr. Akihiro Aoki, the current consultant of The Shikoku Bank, Ltd., was a Director of the said bank“during the Supreme Court’s decision on illegal financing.” Tomoki Watanabe, the consultant of The
Hyakujushi Bank, Ltd., resigned at the end of March, and the position of a consultant will beabolished. The Bank should not use “the positions of advisors and consultants as a refuge when ascandal occurs.”

The Board of Directors’ Opinion on Proposal 4
The Board of Directors objects to this Proposal.
The Bank is a regional bank, which states “creating a bright and prosperous future for the region” as its
corporate credo. The Bank considers earning a firm level of trust from all members of the region as well asfrom shareholders and customers and contributing to the development and vitalization of the region as its
social responsibility, and as necessary for its sustainable growth and a medium- to long-term improvement in
its corporate value. The consultants and advisors of the Bank mainly engage in public duties such asactivities in the business circles and public welfare duties, which allow the Bank to fulfill its
abovementioned role in the region, and they contribute to the Bank through such activities. The consultants
and advisors of the Bank do not attend internal meetings of the Bank, such as those of the Board of Directors
or of the Executive Committee, and do not have any involvement in the management of the Bank.
Accordingly, the Bank has judged that the proposed amendment to the Articles of Incorporation is notnecessary.

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Proposal No. 5: Dismissal of One (1) Director (Excluding Director Serving as Audit and Supervisory
Committee Member)
1.

Contents of the Proposition
The dismissal of the President, Mr. Iwao Otsuka, is proposed.

2.
(1)

(2)

(3)

Reasons for the Proposition
According to an article on the Nikkei newspaper dated September 8, 2018, Mr. Iwao Otsuka
reportedly donated to Yawatahama City the land and buildings of the former Kawanoeishi Branch(Yawatahama City, Ehime Prefecture), which is “the Bank’s founding location.” The land andbuildings of the Bank are assets of the company, and assets of the shareholders. For this decision,
there was no attempt to obtain the opinions of shareholders through a General Meeting of
Shareholders. This is a violation of the Bank’s disclosure obligation to shareholders.
“The former name of Shikoku Alliance Securities Co., Ltd. is Iyo Securities.” “Iyo Securities is awholly-owned subsidiary of the Iyo Bank.” Without consulting with shareholders at a General
Meeting of Shareholders, the name change was conducted, which represents a violation of the Bank’s
disclosure obligation. This is a distorted form of corporate governance by the President, who did notconsider “the asset value of goodwill.”
According to an article on the Nikkei newspaper dated November 7, 2015, it was reported that the Iyo
Bank submitted a corporate governance report to Tokyo Stock Exchange, Inc. that reflects its
corporate governance policy, which declares that it will “take a shareholder-oriented stance, andincrease the transparency of management.” Ironically, the year before, on November 7, 2014 (Friday),there was a report of an Iyo Bank Managing Director who passed away after a “30 million yen fraud.”
If the declaration had been made in response to the lesson learned from this incident, then there has
been absolutely no indication of any improvement made, as the state of “low dividends, low level oftransparency, and disregard for the shareholders” continues.

The Board of Directors’ Opinion on Proposal 5
The Board of Directors objects to this Proposal.
Since he assumed office as Director, President Mr. Iwao Otsuka has utilized his wealth of experiences
and insights necessary for the operations of a bank, and conducted precise, fair and efficient management
and administration operations as a Director of the Bank. In terms of the determination of important mattersand the supervision of business execution, he has also done his utmost to improve the medium to long-term
corporate value of the Group, and has amply fulfilled his responsibilities.
Regarding the Shikoku Alliance, while maintaining the independence of each of the four banks’management and a healthy competitive relationship between them, as the population decline advances, thealliance aims to contribute to the sustainable growth and development of each region and of customers byhaving the four banks cooperate and collaborate to deal with the shared challenge of promoting revitalizationand creation across the entire Shikoku region. Furthermore, through such initiatives, each of the four banks
shall also strive for their own sustainable growth and development.

20

Proposal No. 6:
1.

Dismissal of One (1) Director (Audit and Supervisory Committee Member)Contents of the Proposition
The dismissal of Director (Audit and Supervisory Committee Member) Mr. Shiro Hirano is proposed.

2.
(1)

(2)

Reasons for the Proposition
The state of low interest rates is persisting over the long term, and the Bank’s earning capacity hasreached its limit. Even when the first-tier regional banks of Shikoku have come together to form a
Shikoku Alliance, the population continues to decline at an intense rate, and the business environment
in Shikoku looks set to worsen. The vision the Bank strives for is not recognized in the Shikoku
Alliance. An association formed with banks that have a reputation for scandals will not lead to apromising future.
In light of the lesson learned from the “30 million yen embezzlement” incident caused by a former
Managing Director of the Iyo Bank, the Iyo Bank declared to Tokyo Stock Exchange, Inc. that it will(a) take a shareholder-oriented stance, and (b) increase the transparency of management.
Compared to the Ehime Bank, the Iyo Bank has “core operational profit that is three times stronger,”and yet it has a lower payout ratio than the Ehime Bank. This fact represents the actual state of how“the Iyo Bank is disregarding its shareholders.” From the perspective of the shareholders, there is no
point in appointing any Audit and Supervisory Committee Members in the Iyo Bank. Even if the
Bank tries to construct a large organization, “creating a structure without a soul” is akin to “building
castles in the air.” The shareholders of the Iyo Bank are to be pitied. The alliance association is known
for its scandals, and we do not wish for its further development.

The Board of Directors’ Opinion on Proposal 6
The Board of Directors objects to this Proposal.
Since he assumed office as Director (Audit and Supervisory Committee Member), Director (Audit andSupervisory Committee Member) Mr. Shiro Hirano has utilized his wealth of experiences and insights
necessary for the operations of a bank, and appropriately conducted the auditing and supervision of
Directors’ duty execution, accounting audits in cooperation with the Accounting Auditor, and other duties,
from a standpoint independent from business execution, and has amply fulfilled his responsibilities.
Regarding the purpose of the Shikoku Alliance and its meaning to the Bank, please refer to “The Boardof Directors’ Opinion on Proposal 5” on page 20.

21