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 4, 2020
To Shareholders with Voting Rights:
Kenji Miyoshi
President
THE IYO BANK, LTD.
1, Minami-Horibata-cho,
Matsuyama-shi, Ehime, JapanNOTICE OF CONVOCATION OF
THE 117TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the 117th Annual General Meeting of Shareholders of THE IYO BANK, LTD.
(the “Bank”) will be held for the purposes as described below.
In light of preventing the infection and spread of the new coronavirus, we request you to exercise yourvoting rights in advance as much as possible in writing or via the Internet, etc. (pages 3-5), and strongly
encourage you to refrain from attending this Annual General Meeting of Shareholders regardless of yourhealth conditions.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter)and exercise your voting rights by Thursday, June 25, 2020 at 5:30 p.m. Japan time.
1. Date and Time:
2. Place:

Friday, June 26, 2020 at 10:00 a.m. Japan time (The reception desk opens at 9a.m.)
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 117th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 117th Fiscal Year (from
April 1, 2019 to March 31, 2020) 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 One (1) Director (Audit and Supervisory Committee Member)1

<Propositions by the Shareholders (Proposals 3 and 4)>
Proposal No. 3: Dismissal of Three (3) Directors (Excluding Director Serving as Audit andSupervisory Committee Members)
Proposal No. 4: Dismissal of One (1) Director (Audit and Supervisory Committee Member)
Proposals 3 and 4 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.
◎ 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 the Bank’s stock acquisition rights of the Business Report
2) Systems for Ensuring the Properness of Business Activities and Outline of the Operation of the
Systems of the Business Report3) Non-consolidated Statement of Changes in Net Assets
4) Notes to the Non-consolidated Financial Statements5) Consolidated Statement of Changes in Net Assets
6) Notes to the Consolidated Financial Statements
As a result, the attached documents of this Notice of Convocation are a subset of the Business Report,
Consolidated Financial Statements, and Non-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 five (5) 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, an increase by
one (1) in order to further strengthen the management system.
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
2

Iwao Otsuka
Kenji Miyoshi

Name
Male
Male

Reelection
Reelection

3

Kenji Takata

Male

Reelection

4

Tetsuo Takeuchi

Male

Reelection

5

Haruhiro Kono

Male

Reelection

6

Kensei Yamamoto

Male

Newly elected

Reelection:
Newly elected:

Current positions in the Bank
Chairman (Representative Director)
President (Representative Director)
Senior Managing Director (Representative
Director)
Managing Director, CIO
Managing Director, Manager, Branch Banking
Group
Managing Executive Officer, General Manager,
Head Office, Business Department

Candidate for reelected Director
Candidate for newly elected 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
June 2011

June 2012
Term of office as
Director: 13 years (at April 2020
the close of this[Responsibilities]
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
Chairman (current position)

Number ofshares of the
Bank held

24,370 shares

Risk Management Division

1

Attendance at Boardof Directors meetings: [Significant concurrent positions]
Chairman, Ehime Industrial Promotion Foundation
14/14 (100%)

Chairman, the Matsuyama Corporation Association
Chairman, the Ehime Corporation Association
Chairman, the City of Matsuyama Chamber of Commerce & Industry
Chairman, the Ehime Prefectural Federation of Chambers of Commerce andIndustry

Reasons for selection as a candidate for Director:
Mr. Iwao Otsuka was involved in the overall management for many years and has a wealth of experience as President of theBank, and has deep knowledge of overall operations of banks. By utilizing these experiences and insights as Director, theBank has judged that he is a person that can continue to contribute to the improvement of corporate value of the Bank overthe medium- to long-term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
The Bank conducts ordinary finance transactions between the Ehime Industrial Promotion Foundation, the Matsuyama
Corporation Association, the Ehime Corporation Association, the City of Matsuyama Chamber of Commerce & Industry,
and the Ehime Prefectural Federation of Chambers of Commerce and Industry, where Mr. Iwao Otsuka has significant
concurrent positions.

4

No.

Name
(Date of birth)

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

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
June 2019
April 2020

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
Senior Managing Director
President (current position)

Number ofshares of the
Bank held

13,900 shares[Responsibilities]

2

Attendance at Board
General Secretariat
of Directors meetings:
Tokyo Representative Office
14/14 (100%)

Internal Audit Division[Significant concurrent positions]
Chairman, Ehime Bankers Association
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. Additionally, he
has executed the corporate management in a precise, fair, and efficient manner as the President of the Bank, and 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:
Mr. Kenji Miyoshi is the Chairman of the Ehime Bankers Association, and the Bank conducts ordinary finance transactions
with said Association.

5

No.

Name
(Date of birth)

Kenji Takata(November 15,
1955)[Male][Reelection]

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

Term of office as
Director: 10 years (atApril 2018
the close of thisJune 2018
General Meeting)3

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

23,700 shares[Responsibilities]

Attendance at Board
General Affairs Divisionof Directors meetings:
Credit Division
14/14 (100%)

Ship Finance Division
Consumer Loan Center
Corporate Consulting Division
Loan Management OfficeMortgage Valuation Office
Customer Satisfaction Enhancement 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.

6

No.

Name
(Date of birth)

Tetsuo Takeuchi(July 18, 1957)[Male][Reelection]

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 ofSystems Development Division
Managing Director, CIO (current position)

Term of office as
Director: 8 years (atthe close of this
General Meeting)[Responsibilities]
General Planning Division
Public Relations & CSR Office
Human Resources Division
Attendance at Board Operations Management Divisionof Directors meetings: Systems Development Division
4International Division
14/14 (100%)Funds Operation & Securities Division
Compliance Division

12,100 shares[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: 6 years (atthe close of this
General Meeting)5

June 2014
April 2015
June 2015
June 2017
April 2018

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

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 BranchManaging Director
Managing Director, General Manager, Branch Banking
Group (current position)

Number ofshares of the
Bank held

17,760 shares

Branch Banking Group (Corporate & Retail Banking Planning Division,
Consulting Business Division, Online Business Division and Regional
Vitalization Division)
Financial Market Business Office

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

No.

Name
(Date of birth)
Kensei Yamamoto(December 26,
1962)[Male][Newly elected]
Term of office as
Director: –6

Attendance at Boardof Directors meetings:–

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
February 2005
February 2007
February 2011
August 2013
May 2015
June 2015
June 2017

August 2018

Joined the BankManager, Human Resources Division
Manager, Business Planning & Promotion Division
General Manager, Honmachi Branch
General Manager, Solution Business Division
General Manager, Yawatahama Group; General Manager,
Yawatahama Branch
Executive Officer, General Manager, Yawatahama Group;
General Manager, Yawatahama BranchManaging Executive Officer, Deputy General Manager,
Branch Banking Group; General Manager, Corporate &Retail Banking Planning Division; General Manager,
Business Support Center, Corporate & Retail Banking
Planning Division
Managing Executive Officer, General Manager, Head
Office, Business Department (current position)

Number ofshares of the
Bank held

5,400 shares

Reasons for selection as a candidate for Director:
Mr. Kensei Yamamoto 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. By utilizing this wealth of experiences and insights as Director,
the Bank has judged that he is a person that can 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. Kensei Yamamoto and the Bank.

9

Proposal No. 2: Election of One (1) Director (Audit and Supervisory Committee Member)
The term of office of one (1) Director (Audit and Supervisory Committee Member) will expire at theclose of this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Director (Audit
and Supervisory Committee Member) is proposed.
We have obtained the approval of the Audit and Supervisory Committee for this proposal.
The candidate for Director (Audit and Supervisory Committee Member) is as follows:
Number of
Name
Past experience, positions, responsibilities
sharesof the(Date of birth)and significant concurrent positions
Bank held
October 1986
Joined Ability Center inc.
Junko Miyoshi
Representative Senior Managing Director, Ability Center(December 8, 1947) August 1987
inc.
[Female]October 1990
President and Representative Director, Ability Center inc.
June 2016
Director (Audit and Supervisory Committee Member),[Reelection]
the Bank (current position)[Outside][Independent]
June 2018
Chairman, Ability Center inc. (current position)[Significant concurrent positions]
Term of office as
Director (Audit and Chairman, Ability Center inc.
Supervisory
Committee Member):
4 years (at the close ofthis General Meeting)

6,200 shares

Attendance at Boardof Directors meetings:
14/14 (100%)
Attendance at Audit
and Supervisory
Committee meetings:
15/15 (100%)
Reasons for selection as a candidate for Outside Director:
Ms. Junko Miyoshi has a wealth of experience and wide insights as a founding manager in the temporary staffing industry,
and the Bank expects to receive appropriate suggestions on securing legality and appropriateness regarding decision-makingof business execution from the viewpoint of monitoring and supervision of management. Additionally, the Bank has judgedthat she will make significant contributions to the promotion, etc., of diversity including providing opportunities for women,
and has selected her as a candidate for Director.
Other matters of note regarding the candidate for Director:
1. There are ordinary finance transactions between the Bank and Ability Center inc., where Ms. Junko Miyoshi serves as
Chairman. Additionally, although the Group concluded a temporary staffing agreement with Ability Center inc., theamount of the transactions is less than 2 % of the Bank’ ordinary revenue and the companies’ net sales, and she satisfies
the standards of independence for Outside Directors of the Bank (page 12).
2. The Bank concluded a liability limitation agreement with her based on Article 427, Paragraph 1 of the Companies Act.
If Ms. Junko Miyoshi is reappointed as Director (Audit and Supervisory Committee Member), the Bank plans to continue
the liability limitation agreement with her. 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 Ms. Junko Miyoshi as an Independent Director (Outside Director) with Tokyo Stock Exchange, Inc.
If this proposal is approved and Ms. Junko Miyoshi 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.

Reelection:
Outside:Independent:

Candidate for reelected Director
Candidate for Outside Director
Candidate for Independent Director for notification to Tokyo Stock Exchange, Inc.

10

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

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:

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. Mr.
Shiro Hirano, Mr. Kaname Saeki, Mr. Takeshi Ichikawa, Mr. Yasunobu Yanagisawa, and Mr. Keiji
Joko were elected and assumed office at the 116th Annual General Meeting of Shareholders held in
June 2019.

11

(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 in excess of 2% of net sales (if a business executor of multiple companies, etc., then net
sales of 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 executor
End

12Propositions by the Shareholders (Proposals 3 and 4)
Proposals 3 and 4 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, in addition to the fact that some corporate entities
are referred to by using fictitious names, the original propositions submitted by the proposing shareholder
have been stated without any changes in written expressions, perception of facts, and such, except forchanges in the editorial format for presentation.
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.

13

Proposal No. 3: Dismissal of Three (3) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
1.

Contents of the Proposition(1) The dismissal of Senior Managing Director, Mr. Kenji Takata, is proposed.
(2) The dismissal of Managing Director, Mr. Haruhiro Kono, is proposed.
(3) The dismissal of Managing Director, Mr. Tetsuo Takeuchi, is proposed.

2.

Reasons for the Proposition(1)a.

Reasons for the dismissal of Senior Managing Director, Mr. Kenji Takata
He caused a great deal of damage to shareholders by the significant decline in share price without
later recovery therefrom. The price was in the 600 yen range in March 2019. A low price of 392 yen
was recorded in March 2020. He demonstrates no awareness of his role as a corporate officer to focus
on earnings and cost reductions.
b. His sense of management is such that he is not facing the current situation in which Iyo Bank’s
earning capacity continues to weaken. His view is that regional banks can still continue to thrive
without changes, as was the case in the past. An obvious example of this is the alliance with
Yamaguchi Bank, which lags behind Ehime Bank. By focusing only on the Shikoku Alliance, whichis hard hit by a population decline and an economic downturn, there are no future prospects for Iyo
Bank.
c. Company A in Kochi City had no returns from 2012 to 2016. It recorded a single-year profit in 2017.
No returns in 2018. In addition, its inventory of assets showed that the company’s liabilities exceeded
its assets for three consecutive years from 2016 to 2018, including 2017 when it recorded asingle-year profit. He took no effective measures in response to the results and positions shown in thefinancial statements.
d. With regard to the loan to Company A in Kochi City, he approved an increase in the amount of loan
by approximately 4 billion yen on March 18, 2019 through a certain agent, despite difficulty incollecting on the loan.

(2)a.

Reasons for the dismissal of Managing Director, Mr. Haruhiro Kono
The ROA and core business net income decreased and profits continue to fall. Iyo Bank’s utilizationof its total assets is regarded as not appropriate.
b. Even with the share price slump, he showed no sign of making any efforts to increase the market
capitalization of Iyo Bank in view of the slump in the share price and the low dividend payout.
c. Company A in Kochi City had no returns from 2012 to 2016. It recorded a single-year profit in 2017.
No returns in 2018. In addition, its inventory of assets showed that the company’s liabilities exceeded
its assets for three consecutive years from 2016 to 2018, including 2017 when it recorded asingle-year profit. Despite being a corporate officer of the Bank for the reason that he is well-versedin the operations of banks, he did not take any effective measures in response to the results andpositions shown in the financial statements.
d. With regard to the loan to Company A in Kochi City, he approved an increase in the amount of loan
by approximately 4 billion yen on March 18, 2019 through a certain agent, despite difficulty incollecting on the loan. He displayed no sound management vision to reduce bad debt.

(3)a.

Reasons for the dismissal of Managing Director, Mr. Tetsuo Takeuchi
Judging from the earnings forecast for the current fiscal year, he is simply accepting that the Shikoku
region is suffering from a population decline and economic downturn; he lacks any awareness ofcrisis management; he shows no sign of working to reduce costs. He displays absolutely no vision for
the future management of the Bank.
b. A slump in the share price that shows no sign of ending foretells the future. This is a dire situation
where nothing can be done to halt the decrease in shareholders’ capital.
c. Company A in Kochi City had no returns from 2012 to 2016. It recorded a single-year profit in 2017.
No returns in 2018. In addition, its inventory of assets showed that the company’s liabilities exceeded
its assets for three consecutive years from 2016 to 2018, including 2017 when it recorded asingle-year profit. He did not take any effective measures in response to the results and positions
shown in the financial statements. And there are absolutely no signs of him making any effort to
reduce costs.
14

d. He is not capable of contributing to the improvement of the medium- to long-term corporate value of
Iyo Bank. Core business profits are in a downtrend, and there were no signs of him utilizing his
wealth of operational experience in the personnel division to tackle the issues. To date, he has shownno plans of integrating branches or cutting expenses.
The Board of Directors’ Opinion on Proposal 3
The Board of Directors objects to this Proposal.
Since assuming the offices, Director, Senior Managing Director Mr. Kenji Takata, Managing Director, Mr.
Haruhiro Kono, and Managing Director, Mr. Tetsuo Takeuchi have utilized their wealth of operational
experiences and insights for the determination of important matters and the supervision of businessexecution, and they have done their utmost to improve the medium- to long-term corporate value of theGroup, and have amply fulfilled their responsibilities.

15

Proposal No. 4:
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. Kaname Saeki is proposed.

2.

Reasons for the Proposition

The most important role of an Auditor is to provide strict oversight of borrowers who harm the interestsof shareholders, and to provide strict advice to Directors. Failing to fulfill that role, we have the case of thefinancial statements of Company A in Kochi City which harm the interests of shareholders. No returns from2012 to 2016. A single-year profit in 2017. No returns in 2018. In addition, its inventory of assets showedthat the company’s liabilities exceeded its assets for three consecutive years from 2016 to 2018, including2017 when it recorded a single-year profit. Despite the fact that his duties included the obligation to examine
their financial statements, this duty cannot be said to have been fulfilled. There has been absolutely noadvice on cost effectiveness, including cutting expenses and integrating branches. In addition, his functions
to be “innovative” and “strict” as a Director who is a member of the Audit and Supervisory Committee havenot in any way been fulfilled.
The Board of Directors’ Opinion on Proposal 4
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. Kaname Saeki has a wealth of experience and wide insights as acorporate manager, and we are receiving appropriate suggestions from the viewpoint of securing legality andappropriateness regarding decision-making of business execution as well as monitoring and supervision ofmanagement, and he has amply fulfilled his responsibilities.

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