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 7, 2021
To Shareholders with Voting Rights:
Kenji Miyoshi
President
THE IYO BANK, LTD.
1, Minami-Horibata-cho,
Matsuyama-shi, Ehime, JapanNOTICE OF CONVOCATION OF
THE 118TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the 118th 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 (Smart Exercise), etc. (pages 3-5),
and request you to refrain from attending this Annual General Meeting of Shareholders wherever possible.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter)and exercise your voting rights by Monday, June 28, 2021 at 5:30 p.m. Japan time.
1. Date and Time:
2. Place:

Tuesday, June 29, 2021 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 118th Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 118th Fiscal Year (from
April 1, 2020 to March 31, 2021) 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, 2 and 3)>
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Seven (7) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of Five (5) Directors (Audit and Supervisory Committee Members)1

<Propositions by the Shareholders (Proposals 4 and 5)>
Proposal No. 4: Dismissal of Two (2) Directors (Excluding Director Serving as Audit andSupervisory Committee Members)
Proposal No. 5: Dismissal of One (1) Director (Audit and Supervisory Committee Member)
Proposals 4 and 5 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◎ Some matters on the Business Report to be reported in the Meeting will be livestreamed on the Bank’s
website at a later date.
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, 2 and 3)
Proposals 1 to 3 are propositions by the Company.
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reason for the amendments
In order to further strengthen the corporate governance, Consultants and Advisors will be deleted, and with
this, the provision of Article 22 regarding Consultants and Advisors will be deleted and Articles 22 and after
will be moved forward.
2. Details of the amendments
Details of the amendments are as follows.
(Amended parts are underlined)
Proposed Amendment

Current Articles of Incorporation(Consultants and Advisors)
Article 22 The Board of Directors may determine
consultants and advisors through a
resolution.

(Deleted)(Articles 22 and after moved forward)

Article 23-36 (Omitted)

Article 22-35 (Unchanged)

3

Proposal No. 2: Election of Seven (7) 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 seven (7) Directors is proposed, an increaseby 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.

Name

Current positions in the Bank

1

Iwao Otsuka

Male

Reelection

Chairman2

Kenji Miyoshi

Male

Reelection

President (Representative Director)

3

Kenji Takata

Male

Reelection

Deputy President (Representative Director)

4

Kensei Yamamoto

Male

Reelection

Managing Director, General Manager, BranchBanking Group5

Masamichi Ito

Male

Newly elected

6

Hiroshi Nagata

Male

Newly elected

7

Hirohisa Senba

Male

Newly elected

Reelection:
Newly elected:

Managing Executive Officer, General Manager,
Ship Finance Division
Managing Executive Officer, General Manager,
General Planning Division; General Manager,
Subsidiaries & Affiliates Department, General
Planning Division
Managing Executive Officer, General Manager,
Tokyo Branch; General Manager, Financial
Market Business Office

Candidate for reelected Director
Candidate for newly elected Director

4

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: 14 years (at April 2020
April 2021
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 (Representative Director)
President (Representative Director)
Chairman (Representative Director)
Chairman (current position)

Number ofshares of the
Bank held

26,270 shares[Significant concurrent positions]

Attendance at Board Chairman, Ehime Industrial Promotion Foundationof Directors meetings: Chairman, the Matsuyama Corporation Association
Chairman, the Ehime Corporation Association
14/14 (100%)
1Chairman, the City of Matsuyama Chamber of Commerce & Industry
Chairman, the Ehime Prefectural Federation of Chambers of Commerce andIndustry
Audit and Supervisory Committee Member, Shikoku Electric Power
Company, Incorporated (scheduled)

Reasons for selection as a candidate for Director:
Mr. Iwao Otsuka was involved in the overall management of the Bank for many years and has a wealth of experience, andhas deep knowledge of overall operations of banks. By utilizing these 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. 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,the Ehime Prefectural Federation of Chambers of Commerce and Industry and Shikoku Electric Power Company,
Incorporated where Mr. Iwao Otsuka has significant concurrent positions.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all Directors
with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that may arise
from the insured directors assuming liability in connection with the execution of their duties or through receiving claims
pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided, however, that there arecertain exemptions: for example, damages caused as a result of knowingly engaging in conduct that is in violation of laws
and regulations shall not be covered. If Mr. Iwao Otsuka assumes office as Director, he will be insured under the insurance
contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

5

No.

Name
(Date of birth)

Kenji Miyoshi(December 18,
1959)[Male][Reelection]
Term of office as
Director: 4 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
Division; General Manager, Subsidiaries & Affiliates
Department, General Planning Division
Managing Executive Officer, General Manager, General
Planning Division; General Manager, Subsidiaries &Affiliates Department, General Planning Division
Managing Executive Officer, Deputy General Manager,
Branch Banking GroupManaging Director
Senior Managing Director (Representative Director)
President (Representative Director) (current position)

Number ofshares of the
Bank held

17,000 shares

Attendance at Board[Responsibilities]
of Directors meetings:
General Secretariat
14/14 (100%)
2

Tokyo Representative OfficeInternal 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:
1. There are ordinary finance transactions between the Bank and the Ehime Bankers Association, where Mr. Kenji Miyoshi
has a significant concurrent position.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Kenji Miyoshi assumes office as Director, he will
be insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

6

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: 11 years (at April 2018
June 2018
the close of thisJune 2020
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 (Representative Director)
Deputy President (Representative Director) (current
position)

Number ofshares of the
Bank held

25,600 shares

Attendance at Boardof Directors meetings: [Responsibilities]
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:
1. There are no special interest relationships between Mr. Kenji Takata and the Bank.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Kenji Takata assumes office as Director, he will be
insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

7

No.

Name
(Date of birth)

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

Kensei Yamamoto(December 26,
1962)[Male][Reelection]
Term of office as
Director: 1 year (at theclose of this General
Meeting)4

May 2015
June 2015
June 2017

August 2018

Attendance at Board
June 2020of Directors meetings:
11/11 (100%)

Joined the BankManager, Human Resources Division
Manager, Business Planning & Promotion Division
General Manager, Honmachi Branch
General Manager, Solution Business Division; General
Manager, Corporate Growth Support Office, Solution
Business Division; General Manager, Growth
Industrialization Support Office, Solution Business
DivisionGroup Head, Yawatahama Group; General Manager,
Yawatahama Branch
Executive Officer, Group Head, 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
Managing Director, General Manager, Branch Banking
Group (current position)

Number ofshares of the
Bank held

12,000 shares[Responsibilities]
Branch Banking Group (Corporate & Retail Banking Planning Division,
Consulting Business Division, Online Business Division and Regional
Vitalization Division)
International Division
Funds Operation & Securities Division
Financial Market Business Office
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 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. Kensei Yamamoto and the Bank.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Kensei Yamamoto assumes office as Director, hewill be insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

8

No.

Name
(Date of birth)
Masamichi Ito(December 13,
1961)[Male][Newly elected]
Term of office as
Director: -5

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
February 2006
August 2008
August 2011
June 2014
August 2016
June 2017
June 2019

Joined the Bank
General Manager, Nakahagi Branch
General Manager, Masaki Branch
General Manager, Kochi Branch
General Manager, Oita Branch
General Manager, Hiroshima Branch
Executive Officer, General Manager, Hiroshima BranchManaging Executive Officer, General Manager, Ship
Finance Division (current position)

Number ofshares of the
Bank held

10,591 shares

Attendance at Boardof Directors meetings:
Reasons for selection as a candidate for Director:
Mr. Masamichi Ito has a wealth of operational experience as General Manager of sales branches and in the 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 contribute to the improvement of corporate value of the Bank over the medium- tolong-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. Masamichi Ito and the Bank.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Masamichi Ito assumes office as Director, he will
be insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

9

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1987
August 2007
February 2011
Hiroshi Nagata(January 22, 1963) August 2013
February 2015
June 2016[Male][Newly elected]
Term of office as
Director: -June 2017

Attendance at Board June 2019of Directors meetings:-

Joined the BankManager, General Planning Division
Acting General Manager, Tokyo Branch
Deputy General Manager, General Planning Division
Acting General Manager, General Planning Division
General Manager, General Planning Division; General
Manager, Subsidiaries & Affiliates Department, General
Planning Division
Executive Officer, General Manager, General Planning
Division; General Manager, Subsidiaries & Affiliates
Department, General Planning Division
Managing Executive Officer, General Manager, General
Planning Division; General Manager, Subsidiaries &Affiliates Department, General Planning Division(current position)

Number ofshares of the
Bank held

9,003 shares

6
Reasons for selection as a candidate for Director:
Mr. Hiroshi Nagata has a wealth of operational experience as General Manager in the general planning division, etc., and iswell-versed in the operations of banks. By utilizing this wealth of experiences and insights as Director, the Bank has judgedthat he is a person that can contribute to the improvement of corporate value of the Bank over the medium- to long-term, andhas 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. Hiroshi Nagata and the Bank.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Hiroshi Nagata assumes office as Director, he will
be insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

10

No.

Name
(Date of birth)
Hirohisa Senba(October 7, 1965)[Male][Newly elected]
Term of office as
Director: -Past experience, positions, responsibilities
and significant concurrent positions
April 1988
April 2009
August 2011
June 2014
October 2016
August 2017
June 2018
June 2019

Attendance at Board
June 2020of Directors meetings:
7

Joined the Bank
Credit Officer, Loan Division No. 2
Manager, Credit Division
General Manager, Hashishima BranchGroup Head, Hashishima Group; General Manager,
Hashishima Branch
General Manager, Credit Division
Executive Officer, General Manager, Credit Division
Executive Officer, General Manager, Tokyo Branch;
General Manager, Financial Market Business Office
Managing Executive Officer, General Manager, Tokyo
Branch; General Manager, Financial Market Business
Office (current position)

Number ofshares of the
Bank held

4,276 shares

Reasons for selection as a candidate for Director:
Mr. Hirohisa Senba has a wealth of operational experience as General Manager of sales branches and in the 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 contribute to the improvement of corporate value of the Bank over the medium- tolong-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. Hirohisa Senba and the Bank.
2. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Hirohisa Senba assumes office as Director, he will
be insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

11

Proposal No. 3: 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:
Candidate
No.

Name

Current positions in the Bank, etc.

1

TetsuoTakeuchiMale

Newly elected

Senior Managing Director

2

Kaname Saeki

Male

Reelection
OutsideIndependent

Director (Audit and Supervisory Committee
Member)3

Keiji Joko

Male

Reelection
OutsideIndependent

Director (Audit and Supervisory Committee
Member)4

Yuichi Oohashi

Male

Newly elected
OutsideIndependent

Newly elected
OutsideIndependent
Reelection:
Candidate for reelected Director
Independent: Independent Director for notification to Tokyo Stock Exchange, Inc.
Outside:Candidate for Outside Director
Newly elected: Candidate for newly elected Director
5

Yoriko Noma

Female

12

No.

Name
(Date of birth)
Tetsuo Takeuchi(July 18, 1957)[Male][Newly elected]

1

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
August 1999
August 2001
July 2005
February 2008

Term of office as
Director: 9 years (at theclose of this General
Meeting)

August 2009
June 2011

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

June 2016
June 2020
April 2021

June 2015

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, Chief Information Officer
Senior Managing Director, Chief Information Officer
Senior Managing Director (current position)

Number ofshares of the
Bank held

12,400 shares

Attendance at Audit and [Significant concurrent positions]Supervisory Committee Director, Audit and Supervisory Committee Member, Daiki Axis Co., Ltd.
meetings
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 for nine (9) years and appropriately fulfilled his responsibilities. Byutilizing this wealth of experiences and insights as Director, the Bank has judged that he is a person that can appropriately
audit and supervise Directors’ performance of duties and conduct accounting audits in coordination with the Accounting
Auditor independently of business execution, 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 Daiki Axis Co., Ltd., where Mr. Tetsuo Takeuchi has asignificant concurrent position.
2. In line with the Bank’s transition to a Company with Audit and Supervisory Committee in June 2015, Mr. Tetsuo
Takeuchi retired from Director and was appointed Managing Executive Officer.
3. If Mr. Tetsuo Takeuchi is appointed as Director (Audit and Supervisory Committee Member), the Bank will conclude a
liability limitation agreement with him 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 amount stipulated
by laws and regulations.
4. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all Directors
with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that may arise
from the insured directors assuming liability in connection with the execution of their duties or through receiving claims
pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided, however, that there arecertain exemptions: for example, damages caused as a result of knowingly engaging in conduct that is in violation of laws
and regulations shall not be covered. If Mr. Tetsuo Takeuchi assumes office as Director, he will be insured under the
insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

13

No.

Name
(Date of birth)

Past experience, positions, responsibilitiesandsignificant concurrent positions

Kaname Saeki(October 29, 1944)

April 1968
March 1975

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

June 1995
June 1997
May 1998
June 1999

Term of office as
Director: 6 years (at theclose of this General
Meeting)June 2001
June 2005
April 2006
June 2012
June 2015

Attendance at Board of
Directors meetings:
11/14 (78.5%)

June 2015
June 2020

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
Co., Ltd. (currently IYOTETSU Group Co., Ltd.)
Director (Audit and Supervisory Committee Member)(Outside), the Bank (current position)
Director and Advisor, IYOTETSU Group Co., Ltd.
(current position)

Number ofshares of the
Bank held

26,769sharesAttendance at Audit andSupervisory Committee[Significant concurrent positions]
meetings
13/15 (86.6%)2

Director and Advisor, IYOTETSU Group Co., Ltd.
Representative Director and Chairman, Matsuyama Development Co.,Ltd.
President and Representative Director, Matsuyama Kanko Golf Co., Ltd.

Reasons for selection as a candidate for Outside Director and outline of the expected roles:
1. Mr. Kaname Saeki has been engaged in the management of IYOTETSU Group Co., Ltd. for many years and held important
positions in local groups including the Chairman of the Ehime Prefectural Federation of Chambers of Commerce andIndustry, and has a wealth of experience and high-level insight on corporate management and organizational operation. As
an Outside Director, he has properly fulfilled his role of supervising the business execution by actively giving advice in the
Board of Directors meetings, thereby contributing to constructive discussions and effectiveness enhancement.
2. For the reason above, the Bank has selected him as a candidate for Outside Director in the expectation that his supervision
and advice primarily in the view of business strategies, risk management and a stronger governance structure, will continue
to contribute to the improvement of corporate value of the Bank over the medium to long term.
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. and Matsuyama Kanko Golf Co., Ltd., 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 1% of the Bank’ ordinary revenue
and each of the companies’ net sales. Therefore, he satisfies the standards of independence (Page 19) for Outside Directorsof the Bank.
2. The Bank concluded a liability limitation agreement with Mr. Kaname Saeki based on Article 427, Paragraph 1 of theCompanies Act. The limit of liability for Directors (Audit and Supervisory Committee Members) under said agreement is
the minimum liability amount stipulated by laws and regulations. If Mr. Kaname Saeki is reappointed as Director (Audit
and Supervisory Committee Member), the Bank plans to continue the liability limitation agreement with him.
3. The Bank registered Mr. Kaname Saeki as an Independent Director (Outside Director) with Tokyo Stock Exchange, Inc.
4. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all Directors
with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that may arise
from the insured directors assuming liability in connection with the execution of their duties or through receiving claims
pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided, however, that there arecertain exemptions: for example, damages caused as a result of knowingly engaging in conduct that is in violation of laws
and regulations shall not be covered. If Mr. Kaname Saeki assumes office as Director, he will be insured under the
insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

14

No.

Name
(Date of birth)
Keiji Joko
(February 3, 1950)[Male][Reelection][Outside][Independent]

Past experience, positions, responsibilities
and significant concurrent positions
April 1968
April 2006
April 2008

April 2010
December 2010
Term of office as Outside April 2012
Director: 2 years (at the August 2014
close of this General
June 2015
Meeting)June 2015
Attendance at Board of March 2019
Directors meetings:
June 201914/14 (100%)3

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
Director (Audit and Supervisory Committee Member)(Outside), the Bank (current position)

Number ofshares of the
Bank held

600 shares

Attendance at Audit andSupervisory Committee
meetings:
15/15 (100%)
Reasons for selection as a candidate for Outside Director and outline of the expected roles:
1. Mr. Keiji Joko held important positions in the area of public administration including the Deputy Governor of Ehime
prefecture, and has a wealth of experience and high-level insight on organizational operation and local public
administration. As an Outside Director, he has properly fulfilled his role of supervising the business execution by
actively giving advice in the Board of Directors meetings, thereby contributing to constructive discussions andeffectiveness enhancement.
2. Although Mr. Keiji Joko has not been directly involved in corporate management other than as an external officer, forthe reason above, the Bank has selected him as a candidate for Outside Director in the expectation that his appropriate
supervision and advice primarily in the view of a stronger governance structure and regional development, will continue
to contribute to the improvement of corporate value of the Bank over the medium to long term.
Other matters of note regarding the candidate for Director:
1. There are no special interest relationships between Mr. Keiji Joko and the Bank. Additionally, the Group has transactions
with Ehime prefecture, where Mr. Keiji Joko is from, as its designated financial institution, and there are ordinary financetransactions between the Bank and the prefecture. However, considering the nature of the transactions and the characterof the prefecture where he is from, his independence is not affected. Therefore, he satisfies the standards of independence(Page 19) for Outside Directors of the Bank.
2. The Bank concluded a liability limitation agreement with Mr. Keiji Joko based on Article 427, Paragraph 1 of theCompanies Act. The limit of liability for Directors (Audit and Supervisory Committee Members) under said agreement is
the minimum liability amount stipulated by laws and regulations. If Mr. Keiji Joko is reappointed as Director (Audit andSupervisory Committee Member), the Bank plans to continue the liability limitation agreement with him.
3. The Bank registered Mr. Keiji Joko as an Independent Director (Outside Director) with Tokyo Stock Exchange, Inc.
4. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Mr. Keiji Joko assumes office as Director, he will be
insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

15

No.

Name
(Date of birth)
Yuichi Oohashi(April 9, 1950)[Male][Newly elected][Outside][Independent]
Term of office as Outside
Director: Attendance at Board of
Directors meetings: -4

Past experience, positions, responsibilities
and significant concurrent positions
July 1992
March 2003
March 2006
April 2009
April 2015
March 2021
April 2021

Professor, Ehime University School of Medicine
Director, Ehime University Hospital
Executive Director, Ehime University
Executive Director and Vice President, Ehime
University
President, Ehime University
Retired as President, Ehime University
Director, Minamimatsuyama Hospital Eye Center,
Social Medical Corporation Jinyuukai (current
position)

Number ofshares of the
Bank held

0 shares[Significant concurrent positions]
Director, Minamimatsuyama Hospital Eye Center, Social Medical
Corporation Jinyuukai

Attendance at Audit andSupervisory Committee
meetings: Reasons for selection as a candidate for Outside Director and outline of the expected roles:
1. Mr. Yuichi Oohashi held important positions including the President of Ehime University and Director of Ehime
University Hospital, and has a wealth of experience and high-level insight on organizational operation andindustry-academia collaboration, as well as advanced expertise in the educational field.
2. Although Mr. Yuichi Oohashi has not been directly involved in corporate management, for the reason above, the Bank
has selected him as a candidate for Director in the expectation that his appropriate supervision and advice primarily inthe view of a stronger governance structure, industry-academia collaboration and human resource development, willcontribute to the improvement of corporate value of the Bank over the medium to long term.
Other matters of note regarding the candidate for Director:
1. There are ordinary finance transactions between the Bank and Social Medical Corporation Jinyuukai, where Mr. Yuichi
Oohashi has a significant concurrent position. Additionally, the Group has ordinary finance transactions with, and madedonations to, Ehime University, where Mr. Yuichi Oohashi graduated. However, the amount of the transactions is lessthan 1% of the Bank’s ordinary income and less than 2% of the university’s total revenue. Therefore, he satisfies thestandards of independence (Page 19) for Outside Directors of the Bank.
2. If Mr. Yuichi Oohashi is appointed as Director (Audit and Supervisory Committee Member), the Bank will conclude a
liability limitation agreement with him 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 amount stipulated
by laws and regulations.
3. The Bank plans to register Mr. Yuichi Oohashi as an Independent Director (Outside Director) with Tokyo Stock
Exchange, Inc.
4. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all Directors
with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that may arise
from the insured directors assuming liability in connection with the execution of their duties or through receiving claims
pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided, however, that there arecertain exemptions: for example, damages caused as a result of knowingly engaging in conduct that is in violation of laws
and regulations shall not be covered. If Mr. Yuichi Oohashi assumes office as Director, he will be insured under the
insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

16

No.

Name
(Date of birth)
Yoriko Noma(May 27, 1959)

Past experience, positions, responsibilities
and significant concurrent positions

Registered as attorney-at-law
Joined Hayakawa Sogo Law Offices (currently
TOKYO-HIRAKAWA Patent/Law Office, Cosmo[Female]Law Office)[Newly elected]
November 1992 Joined Sakura Kyodo Law Offices[Outside]
January 1995
Joined Oshima Sogo Law Offices[Independent]
February 1999
Partner, Miyakezaka Sogo Law Offices (current
position)
Auditor, Oracle Corporation Japan
Term of office as Director: June 2002
June 2008
Retired as Auditor, Oracle Corporation Japan
April 2017
Director, Japan Intellectual Property Arbitration
CenterAttendance at Board of
March 2018
Retired as Director, Japan Intellectual Property
Directors meetings: Arbitration Center

5

Number ofshares of the
Bank held

April 1986
April 1986

0 shares

Attendance at Audit andSupervisory Committee [Significant concurrent positions]
Partner, Miyakezaka Sogo Law Offices
meetings: Reasons for selection as a candidate for Outside Director and outline of the expected roles:
1. Ms. Yoriko Noma has a wealth of experience, high-level insight, and advanced expertise on corporate legal affairs as an
attorney and held several positions as an outside auditor.
2. Although Ms. Yoriko Noma has not been directly involved in corporate management other than an external officer, forthe reason above, the Bank has selected her as a candidate for Director in the expectation that her appropriate supervision
and advice primarily in the view of legal compliance and diversity promotion, will contribute to the improvement ofcorporate value of the Bank over the medium to long term.
Other matters of note regarding the candidate for Director:
1. There are no special interest relationships between Ms. Yoriko Noma and the Bank. She satisfies the standards of
independence (Page 19) for Outside Directors of the Bank.
2. If Ms. Yoriko Noma is appointed as Director (Audit and Supervisory Committee Member), the Bank will conclude a
liability limitation agreement with her 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 amount stipulated
by laws and regulations.
3. The Bank plans to register Ms. Yoriko Noma as an Independent Director (Outside Director) with Tokyo Stock Exchange,
Inc.
4. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages that
may arise from the insured directors assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank). Provided,
however, that there are certain exemptions: for example, damages caused as a result of knowingly engaging in conductthat is in violation of laws and regulations shall not be covered. If Ms. Yoriko Noma assumes office as Director, she will
be insured under the insurance contract. The Bank intends to renew the D&O Insurance contract on August 1, 2021.

17

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

Name

Current positions in the Bank, etc. andsignificant concurrent positions
Director, Audit and Supervisory Committee Member,
Daiki Axis Co., Ltd.
Director (Audit and Supervisory Committee Member)
Director and Advisor, 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)
Chairman, Ability Center Inc.

Tetsuo Takeuchi

Male

Kaname Saeki

Male

OutsideIndependent

Junko Miyoshi

FemaleOutsideIndependent

Keiji Joko

Male

OutsideIndependent

Director (Audit and Supervisory Committee Member)

Yuichi Oohashi

Male

OutsideIndependent

Director, Minamimatsuyama Hospital Eye Center,
Social Medical Corporation Jinyuukai

Yoriko Noma

FemaleOutsideIndependent

Partner, Miyakezaka Sogo Law Offices

Outside:Independent:

Outside Director
Independent Director 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 117th Annual General Meeting of Shareholders
held in June 2020.

18

(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 executorEnd

19

Propositions by the Shareholders (Proposals 4 and 5)
Proposals 4 and 5 are propositions by a shareholder. The number of voting rights held by the proposing
shareholder (1 shareholder) is 320.
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, except for changes 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.

20

Proposal No. 4: Dismissal of Two (2) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
1.

Contents of the Proposition(Candidate No.1) The dismissal of Representative Director and President, Mr. Kenji Miyoshi, is proposed.
(Candidate No.2) The dismissal of Managing Director, Mr. Kensei Yamamoto, is proposed.

2.

Reasons for the Proposition(1)
Reasons for the dismissal of Representative Director and President, Mr. Kenji Miyoshi
a. Former President Mr. Iwao Otsuka apologized to business partners and prefectural residents for the
misconduct that came to light in November 2014. However, the misconduct continued where
misconduct by a former General Manager of Ozu Branch was discovered on October 10, 2020.
Governance has been failing in the Bank.
b. Iyo Securities was renamed Shikoku Alliance in November 2016. However, Awa Bank withdrew
from Shikoku Alliance following a comprehensive alliance with Nomura Securities. The strategicplanning was mistaken with no results from the four-bank system.
c. ROA is at the lowest level of the last five (5) years. He is responsible for the lack of apparent effects
of management improvements.
d. Shareholders repeatedly issued warnings concerning the massive loan made to Company A in Kochi
City. However, Company A has been in a state of insolvency for four consecutive years. He hasabandoned measures to improve financial statements and lacked responsibility for loans without
heeding the advice of shareholders.
e. Earnings were retained with no increase in dividends. He is responsible for the low stock price.
(2)

Reasons for the dismissal of Managing Director, Mr. Kensei Yamamoto
a. Corporate management is a balance between society, employees, and shareholders. Awa Bank
decided to extend the retirement age. The Bank should protect the lives of its employees and extend
the retirement age, rather than encourage side jobs. Doing so will prevent money-related misconductfrom occurring and lead to a leap forward. He is responsible for corporate management that lacks
balance toward society, employees, shareholders, etc.
b. Company A in Kochi City, a lender, has had no returns from fiscal 2012 to fiscal 2016. It recorded asingle-year profit in fiscal 2017.
c. Company A’s inventory of assets showed that the company’s liabilities exceeded its assets for four
consecutive years through fiscal 2019, including a single-year surplus from fiscal 2016 to fiscal
2017. Although he is a corporate officer well-versed in banking operations, he did not take any
effective measures in response to the results and positions shown in the financial statements, despite
the warnings of shareholders.
d. The capability of regional banks is profitability. Profitability is the earning power of regional banks.
It is ROE, ROA, core business net profit per employee, adjusted OHR, expense-to-deposit ratio, andcredit-cost ratio. Yamaguchi Bank has a low OHR (expense ratio) of 47.97%. The Bank lacks efforts
to reduce expenses.

The Board of Directors’ Opinion on Proposal 4
The Board of Directors objects to this Proposal.
Since assuming the offices, Representative Director and President, Mr. Kenji Miyoshi and Managing
Director, Mr. Kensei Yamamoto have utilized their wealth of operational experiences and insights for thedetermination of important matters and the supervision of business execution, and they have done theirutmost to improve the medium- to long-term corporate value of the Group, and have amply fulfilled their
responsibilities.

21

Proposal No. 5:
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. Takeshi Ichikawa is
proposed.

2.
a.
b.

c.

Reasons for the Proposition
Reasons for the dismissal of Director (Audit and Supervisory Committee Member) Mr. Takeshi Ichikawa
His role is operations auditing including expert compliance measures. Shareholders are unable tooverlook repeated misconduct. He has provided insufficient expert guidance.
Awa Bank has decided to set the extension of retirement age, which is connected to labor issues andmorale of employees, to 65 years of age. No effortless side job exists that allows earning a living.
The current situation is that regional bank problems, including the Bank, call for all sorts of structuralreforms.
The Bank continues to rest on its laurels as the top bank in Shikoku. Structural reforms are notprogressing. No sense of crisis exists, and the Bank is lagging in all areas of reform. Inexperienced
auditing bears responsibility for the low stock price, low dividends, and the occurrence of misconduct.
The enactment of the revised Companies Act on March 1, 2021 has made means of determining officer
remuneration transparent. Shareholders will also place the cost-effectiveness of officer remuneration
under strict examination. Nippon Life’s announcement of the sale of shares to more than 40 banks is also
good news. It is a major shareholder of the Bank as well. Checking of top management has been strongly
requested through the emergence of activists.

The Board of Directors’ Opinion on Proposal 5
The Board of Directors objects to this Proposal.
Since he assumed office as Director (Audit and Supervisory Committee Member), Mr. Takeshi Ichikawa has
a wealth of experience and wide insights as a lawyer, and we are receiving appropriate suggestions from theviewpoint of securing legality and appropriateness regarding decision-making of the Board of Directors aswell as auditing and supervision of management, and he has amply fulfilled his responsibilities.

22