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

Appendix to the Reference Documents for
the Notice of Convocation of
the 119th Annual General Meeting of Shareholders

Share Transfer Plan Exhibit 2 ..........................................................................2
Business Report .................................................................................................58
Nonconsolidated Financial Statements ...........................................................82
Consolidated Financial Statements .................................................................86
Audit Report ......................................................................................................90

THE IYO BANK, LTD.

1

Share Transfer Plan Exhibit 2-(i)-1
The Iyo Bank, Ltd. First Share Options
1.

Name of share options
The Iyo Bank, Ltd. First Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
granted for share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the Allotment Date of share options multiplied by the number of shares underlying one shareoption; provided, however, that such amount to be paid shall be offset by directors’ claims forremuneration against the Bank in lieu of payment of money in accordance with Article 246(2) of theCompanies Act, and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 16, 2011 to July 15, 2041.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance of2shares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day(or, if the 10th day is a holiday, the next business day) from such day.
3

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death .

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
4

The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.
(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 15, 2011
End of document

5

Share Transfer Plan Exhibit 2-(i)-2
Iyogin Holdings, Inc. First Share Options
1.

Name of share options
Iyogin Holdings, Inc. First Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 15, 2041.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of6the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
7

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
8

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document

9

Share Transfer Plan Exhibit 2-(ii)-1
The Iyo Bank, Ltd. Second Share Options
1.

Name of share options
The Iyo Bank, Ltd. Second Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
granted for share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the share option Allotment Date multiplied by the number of shares underlying one share option;
provided, however, that such amount to be paid shall be offset by directors’ claims for remuneration
against the Bank in lieu of payment of money in accordance with Article 246(2) of the Companies Act,and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 18, 2012 to July 17, 2042.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance of10

shares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day(or, if the 10th day is a holiday, the next business day) from such day.
11

(ii)

In the event of death the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
12

The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.
(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 17, 2012
End of document

13

Share Transfer Plan Exhibit 2-(ii)-2
Iyogin Holdings, Inc. Second Share Options
1.

Name of share options
Iyogin Holdings, Inc. Second Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 17, 2042.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of14

the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
15

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
16

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document

17

Share Transfer Plan Exhibit 2-(iii)-1
The Iyo Bank, Ltd. Third Share Options
1.

Name of share options
The Iyo Bank, Ltd. Third Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
granted for share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the share option Allotment Date multiplied by the number of shares underlying one share option;
provided, however, that such amount to be paid shall be offset by directors’ claims for remuneration
against the Bank in lieu of payment of money in accordance with Article 246(2) of the Companies Act,and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 17, 2013 to July 16, 2043.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

18

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day19(or, if the 10th day is a holiday, the next business day) from such day.
(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.
20

(v)Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 16, 2013
End of document

21

Share Transfer Plan Exhibit 2-(iii)-2
Iyogin Holdings, Inc. Third Share Options
1.

Name of share options
Iyogin Holdings, Inc. Third Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 16, 2043.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of22the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
23

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital associated with the issuance ofshares arising from the exercise of share options
24

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document

25

Share Transfer Plan Exhibit 2-(iv)-1
The Iyo Bank, Ltd. Fourth Share Options
1.

Name of share options
The Iyo Bank, Ltd. Fourth Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
grantedfor share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.
3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the share option Allotment Date multiplied by the number of shares underlying one share option;
provided, however, that such amount to be paid shall be offset by directors’ claims for remuneration
against the Bank in lieu of payment of money in accordance with Article 246(2) of the Companies Act,and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 17, 2014 to July 16, 2044.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance of26

shares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day(or, if the 10th day is a holiday, the next business day) from such day.
27

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
28

The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.
(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 16, 2014
End of document

29

Share Transfer Plan Exhibit 2-(iv)-2
Iyogin Holdings, Inc. Fourth Share Options
1.

Name of share options
Iyogin Holdings, Inc. Fourth Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 16, 2044.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of30

the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
31

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
32

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document

33

Share Transfer Plan Exhibit 2-(v)-1
The Iyo Bank, Ltd. Fifth Share Options
1.

Name of share options
The Iyo Bank, Ltd. Fifth Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
granted for share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the share option Allotment Date multiplied by the number of shares underlying one share option;
provided, however, that such amount to be paid shall be offset by directors’ claims for remuneration
against the Bank in lieu of payment of money in accordance with Article 246(2) of the Companies Act,and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 16, 2015 to July 15, 2045.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance of34

shares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day(or, if the 10th day is a holiday, the next business day) from such day.
35

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
36

The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.
(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 15, 2015
End of document

37

Share Transfer Plan Exhibit 2-(v)-2
Iyogin Holdings, Inc. Fifth Share Options
1.

Name of share options
Iyogin Holdings, Inc. Fifth Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 15, 2045.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of38

the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
39

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
40

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document

41

Share Transfer Plan Exhibit 2-(vi)-1
The Iyo Bank, Ltd. Sixth Share Options
1.

Name of share options
The Iyo Bank, Ltd. Sixth Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
granted for share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the share option Allotment Date multiplied by the number of shares underlying one share option;
provided, however, that such amount to be paid shall be offset by directors’ claims for remuneration
against the Bank in lieu of payment of money in accordance with Article 246(2) of the Companies Act,and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 16, 2016 to July 15, 2046.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance of42

shares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day(or, if the 10th day is a holiday, the next business day) from such day.
43

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
44

The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.
(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 15, 2016
End of document

45

Share Transfer Plan Exhibit 2-(vi)-2
Iyogin Holdings, Inc. Sixth Share Options
1.

Name of share options
Iyogin Holdings, Inc. Sixth Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 15, 2046.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of46

the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
47

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options48

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document

49

Share Transfer Plan Exhibit 2-(vii)-1
The Iyo Bank, Ltd. Seventh Share Options
1.

Name of share options
The Iyo Bank, Ltd. Seventh Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Bank’s common stock.
However, if the Bank conducts a share split (including gratis allotment of common shares of the Bank;
the same applies with respect to references to a share split below) or share consolidation of common
stock after the allotment date for the share options (the “Allotment Date”), the number of shares to be
granted for share options that have not been exercised at the time of such share split or shareconsolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Bank carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Bank may adjust the number of shares to be granted as deemednecessary by the board of directors of the Bank.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Necessity of payment of money in exchange for share options
The amount to be paid shall be the option price per share calculated based on the Black-Scholes model
as of the share option Allotment Date multiplied by the number of shares underlying one share option;
provided, however, that such amount to be paid shall be offset by directors’ claims for remuneration
against the Bank in lieu of payment of money in accordance with Article 246(2) of the Companies Act,and no payment of money shall be required.

4.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

5.

Period during which share options can be exercised
The period from July 15, 2017 to July 14, 2047.
However, if the final day of the exercise period falls on a holiday of the Bank, the exercise period shallend on the immediately preceding business day.

6.

Matters concerning the increase of stated capital or capital reserves associated with the issuance of50

shares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of
the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.

7.

Restrictions on acquisition of share options by assignment
The approval of the Bank’s board of directors is required for an acquisition of share options byassignment.

8.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 10 below or the provisions of the shareoption allotment agreement, the Bank may acquire the relevant share options free of charge on adate separately determined by the board of directors of the Bank.

(ii)

If any of the following proposals A, B, or C are approved at the Bank’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Bank), on a date separately determined by the board of
directors of the Bank, the Bank may acquire share options that have not been exercised at suchtime free of charge.
A.

Proposal to approve a merger agreement under which the Bank is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Bank becomes a split
company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary.

9.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

10.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Bank to the 10th day(or, if the 10th day is a holiday, the next business day) from such day.
51

(ii)

In the event of death of the share option holder dies, such share option holder’s heir may
exercise the share options within six months from the day following the day of the decedent’s
death.

11.

Delivery of share options associated with organizational restructuring activities
If the Bank undergoes a merger (limited only to cases where the Bank is extinguished through themerger), absorption-type company split, or incorporation-type company split (in both cases limited only
to cases where the Bank becomes the split company), or share exchange or share transfer (in both cases
limited only to situations where the Bank becomes a wholly owned subsidiary company) (the above tobe hereinafter collectively referred to as the “Organization Restructuring Action”), for each respective
case, share options for the corporation specified under Article 236(1)(viii)(a) through (e) of theCompanies Act (such corporation hereinafter referred to as the “Reorganized Corporation”) shallrespectively be delivered to share option holders who hold share options that remain (the “Remaining
Share Options”) immediately prior to the effective date of the Organization Restructuring Action (foran absorption-type merger, the date the absorption-type merger takes effect; for a consolidation-typemerger, the date of incorporation of the corporation in the consolidation merger; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-typecompany split, the date of incorporation of the corporation in the incorporation-type company split; fora share exchange, the date the share exchange takes effect; and for share transfer, the date ofincorporation of the wholly owning parent company in the share transfer; the same shall apply
hereinafter); provided, however, that this will only apply if it is stipulated that share options of theReorganized Corporation will be delivered in line with the following items in the absorption-typemerger agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split agreement, stock exchange agreement, or share transfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.
52

(v)Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 5 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
Determined in accordance with Paragraph 6(ii) above.

(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 10 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 8 above.

12.

Allotment Date for the share options
July 14, 2017
End of document

53

Share Transfer Plan Exhibit 2-(vii)-2
Iyogin Holdings, Inc. Seventh Share Options
1.

Name of share options
Iyogin Holdings, Inc. Seventh Share Options

2.

Class and quantity of shares underlying the share options
The number of shares underlying one share option shall be 100 shares of the Company’s common
stock.
However, if the Company conducts a share split (including gratis allotment of common shares of theCompany; the same applies with respect to references to a share split below) or share consolidation ofcommon stock after the allotment date for the share options (the “Allotment Date”), the number ofshares to be granted for share options that have not been exercised at the time of such share split orshare consolidation will be adjusted by the following calculation.
Number of shares after adjustment = Number of shares before adjustment × Ratio of share split or shareconsolidation
In addition to the above, if the Company carries out a merger, company split, share exchange, or sharetransfer after the Allotment Date, or there is any similar situation in which it is necessary to adjust the
number of shares to be granted, the Company may adjust the number of shares to be granted as deemednecessary by the board of directors of the Company.
Any fraction of less than one share resulting from the aforementioned adjustment will be discarded.

3.

Value of assets contributed upon exercise of share options
The amount per one share issued or transferred by exercising share options shall be one yen, and it shallbe the amount calculated by multiplying this by the number of shares granted.

4.

Period during which share options can be exercised
The period from October 3, 2022 to July 14, 2047.
However, if the final day of the exercise period falls on a holiday of the Company, the exercise period
shall end on the immediately preceding business day.

5.

Matters concerning the increase of stated capital or capital reserves associated with the issuance ofshares arising from the exercise of share options(i)

The amount of increased stated capital associated with the issuance of shares arising from theexercise of the share options will be half the maximum amount for an increase of stated capital,
etc. calculated in accordance with Article 17.1 of the Regulation on Corporate Accounting, andif a faction of less than one yen results from the calculation, this shall be rounded up.

(ii)

The increased capital reserves associated with the issuance of shares arising from the exercise of54

the share options will be the maximum amount for an increase of stated capital, etc. less theamount of the increased stated capital prescribed in (i) above.
6.

Restrictions on acquisition of share options by assignment
The approval of the Company’s board of directors is required for an acquisition of share options byassignment.

7.

Share option call provisions(i)

Prior to the exercise of share options by the share option holder, if the share options become
unable to be exercised due to the provisions of Paragraph 9 below or the provisions of the shareoption allotment agreement, the Company may acquire the relevant share options free of charge
on a date separately determined by the board of directors of the Company.

(ii)

If any of the following proposals A, B, or C are approved at the Company’s general meeting ofshareholders (or, if a resolution at the general meeting of shareholders is not required, if
approved by the board of directors of the Company), on a date separately determined by theboard of directors of the Company, the Company may acquire share options that have not been
exercised at such time free of charge.
A.

Proposal to approve a merger agreement under which the Company is the disappearing
company;

B.

Proposal for approval of a split agreement or split plan in which the Company becomes a
split company; orC.

Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary.

8.

Rounding-down of fractional figures
Any fraction less than one share in the number of shares to be delivered to the share option holder shallbe discarded.

9.

Conditions for exercise of share options(i)

The share option holder may exercise the share options only all at once from the day following
the day of the share option holder’s loss of position either as director (excluding directors who
are audit and supervisory committee members) or executive officer of the Company or The Iyo
Bank, Ltd. to the 10th day (or, if the 10th day is a holiday, the next business day) from such day.

(ii)

In the event of death of the share option holder, such share option holder’s heir may exercise theshare options within six months from the day following the day of the decedent’s death.

10.

Delivery of share options associated with organizational restructuring activities
If the Company undergoes a merger (limited only to cases where the Company is extinguished throughthe merger), absorption-type company split, or incorporation-type company split (in both cases limited
55

only to cases where the Company becomes the split company), or share exchange or share transfer (inboth cases limited only to situations where the Company becomes a wholly owned subsidiarycompany) (the above to be hereinafter collectively referred to as the “Organization Restructuring
Action”), for each respective case, share options for the corporation specified under Article
236(1)(viii)(a) through (e) of the Companies Act (such corporation hereinafter referred to as the“Reorganized Corporation”) shall respectively be delivered to share option holders who hold shareoptions that remain (the “Remaining Share Options”) immediately prior to the effective date of theOrganization Restructuring Action (for an absorption-type merger, the date the absorption-type merger
takes effect; for a consolidation-type merger, the date of incorporation of the corporation in the
consolidation merger; for an absorption-type company split, the date the absorption-type company split
takes effect; for an incorporation-type company split, the date of incorporation of the corporation in theincorporation-type company split; for a share exchange, the date the share exchange takes effect; andfor share transfer, the date of incorporation of the wholly owning parent company in the share transfer;the same shall apply hereinafter); provided, however, that this will only apply if it is stipulated thatshare options of the Reorganized Corporation will be delivered in line with the following items in theabsorption-type merger agreement, consolidation-type merger agreement, absorption-type company
split agreement, incorporation-type company split agreement, stock exchange agreement, or sharetransfer plan.
(i)

The number of share options of the Reorganized Corporation to be delivered
The same number as the number of the Remaining Share Options held by share option holders
shall be respectively delivered.

(ii)

Class of shares in the Reorganized Corporation underlying the share options
Common shares of the Reorganized Corporation(iii)

Number of shares in the Reorganized Corporation underlying the share options
Determined by correspondingly applying Paragraph 2 above upon taking into consideration of theconditions, etc. of the Organization Restructuring Action.

(iv)

Value of assets contributed upon exercise of share options
The value of the assets to be contributed when exercising share options will be the amount foundby multiplying the exercise price after reorganization specified below by the number ofReorganized Corporation shares underlying the relevant share options as determined according to(iii) above. The exercise price after reorganization will be one yen for each share of theReorganized Corporation that may be received as a result of the exercise of the delivered shareoptions.

(v)

Exercise period of share options
The period from the later of the commencement date of the share option exercise period set forthin Paragraph 4 above or the date the Organization Restructuring Action takes effect until the last
day of the share option exercise period prescribed in “Share Option Exercise Period” above.

(vi)

Matters concerning the increase of stated capital and capital reserves associated with theissuance of shares arising from the exercise of share options
56

Determined in accordance with Paragraph 5(ii) above.
(vii) Restriction on acquisition of share options by assignment
The approval pursuant to a resolution of the Reorganized Corporation’s board of directors is
required for the acquisition of share options by assignment.
(viii) Conditions for exercise of share options
Determined in accordance with Paragraph 9 above.
(ix)

Share option call provisions
Determined in accordance with Paragraph 7 above.

11.

Allotment Date for the share options
October 3, 2022
End of document57

Business Report for the 119th Fiscal Year(from April 1, 2021 to March 31, 2022)
1. Matters Concerning the Current Status of the Bank
(1) Progress and results of business, etc.
Major business areas of the Bank
The Bank offers deposit services, lending services, exchange services, securities services, and trust
services at its branches and headquarters and conducts sales activities that are closely connected to
local communities. The Bank is also actively engaged in consulting services such as business matching,start-up support, business succession support, and M&A.
Financial and economic environment
The Japanese economy partly recovered during the current period as the impact of COVID-19
lessened due to vaccination progress. On the other hand, economic uncertainty increased mainly due
to the emergence of geopolitical risks including the Ukraine situation, soaring raw material prices,and fluctuations in the financial and capital markets. It is expected to take some time for the economy
to fully recover.
The economy in Ehime Prefecture, like the nation as a whole, started to recover gradually.
However, some concerns exist such as deterioration in corporate profitability mainly due to soaring
raw material prices and restrictions on supply, as well as a cooling of consumer sentiment andspending.
Progress and results of business
Under these circumstances, the Bank endeavored to fulfill our long-term vision, to become “acorporate group that continues to create and provide new value,” set in the Fiscal 2021 Medium-Term
Management Plan. Specifically, the Iyo Bank Group (the Group) worked together to resolve issues forthe community and customers as well as expand our business fields and strengthen profitability bydeepening and evolving our DHD (Digital-Human-Digital) model that expands customer touch points
with digital technologies to thoroughly streamline administrative procedures so that we can focus on
customer-facing interactions.
Initiatives for vitalization of regional economy
In line with its aim of growing sustainably along with its region, the Bank has been involved in avariety of regional vitalization measures and provided support for realizing customers’ bountiful lives
and business development.
For the contribution to town planning, the Bank, Kihoku-cho in Ehime, NTT DOCOMO, INC.,
and Iyogin Regional Economy Research Center, Inc. entered into a collaboration agreement for thepromotion of digital transformation (DX) in Kihoku. The purpose of the collaboration is to build amodel case for applying the smart city concept in a depopulated area by promoting effective DX.
Rural areas are facing many challenges on DX. The members listed in the agreement will work
together to support the DX promotion from the perspectives of information and human resources with
their intellectual and human resources.
In addition, the Bank concluded a contract with Ehime Prefecture and 12 municipalities in theprefecture on the promotion of the corporate version of the hometown tax program (which allows
taxpayers to make donations to their hometowns or other municipalities of their choice). We are
attracting funds from outside to inside the region by introducing the outline of the tax program andregional vitalization projects of municipalities in Ehime to customers who are considering a donation.
We will also strive to activate the regional economy by means such as creating public-private
cooperation projects.
The Bank has been providing ICT consulting services to help local businesses address theirchallenges including human resource shortage, reduction of employee overtime, and businessefficiency. This ICT consulting business of the Bank was selected as one of the “distinctive initiatives
58

of financial institutions that contribute to regional vitalization” and received an award from the
Minister of State for Regional Revitalization in Japan. The Bank will continue to work on the
consulting services for local companies including ICT promotion services. Furthermore, we will
provide the best solution to challenges for each customer with the use of a combination of public
support systems such as subsidies and institutional loans.
Head office organization
The Bank restructured its head office organization in August 2021 from the perspective ofsustainability and improvement of customer experience so that it can solve the challenges of customers
and local communities more comprehensively. Specifically, the Bank established the Business
Marketing Division, Corporate Consulting Division, and Personal Consulting Division whilereorganizing the Branch Banking Group to have the Customer Support Center (upgraded to a
dedicated center) and five divisions including the International Division and Regional Vitalization
Division.
The Bank also established the General Affairs Support Center in the General Affairs Division to
reduce work hours, minimize errors in administrative procedures, and avoid the absence of supervisionby centralizing the head office general affairs functions that were spread across the head officedivisions and some branches.
In addition, we established the Business Support Department under the Credit Division tocentralize customer-facing operations mainly for loan clients that need management assistance.
Bank branches and ATMs
The Bank has a broad-ranging branch network that covers 13 prefectures in Japan, the largest
number of prefectures covered by a regional bank. At the same time, considering a decrease inpopulation and the number of businesses in areas where the Bank is based, we have been working toincrease customer touch points by reorganizing channels including branches.
The Bank relocated six branches to inside other neighborhood branches (Nakahama Branch in
May 2021, Nakayama Branch, Kaminada Branch and Matsumaru Branch in July 2021, Ikazaki Branch
in January 2022, and Miyoshi Branch in March 2022). In addition, the Bank relocated Iwamatsu
Branch to inside Uwajima City Hall Tsushima Branch in May 2021.
To maintain communication with local customers, the Bank transformed Nakayama Branch andKaminada Branch into Iyogin SMART—micro branches without accounts, where ATM installation,business days, business hours, and operations handled are limited but customer-facing staff areavailable for various consultations.
We have also worked to enhance opportunities to provide value that only people can bring, which
will allow us to address challenges for customers such as asset management and borrowing. Morespecifically, our 33 branches extended hours for consultation until 5 p.m. on weekdays for customer
convenience.
Furthermore, the Bank released AGENT, a smartphone app that realizes “a bank on your palm” inJune 2021. AGENT allows users to get the same experience at their homes as they would at bankcounters. The key feature of the app is video chat, which enables users to complete procedures online
such as changing an address and opening a new bank account while listening to bank staff’s
explanation. The Bank is the first in Japan to implement such a system. We will further sophisticate
the app considering it as a new channel that can provide the same customer experience as we do inperson at counters regardless of where users are.
The number of the Bank’s out-of-store ATMs is 185 (as of the end of the fiscal 2021, excluding
convenience store ATMs), the largest number in Ehime Prefecture. We also offer a no-fee service
when using other banks’ ATMs in collaboration with regional banks in Shikoku (Awa Bank,
Hyakujushi Bank, and Shikoku Bank), Hiroshima Bank, San-in Godo Bank, JA EHIMEKENSHINREN, and agricultural cooperatives in Ehime Prefecture.
Products and services
The Bank offers loan products for customers introducing sustainable management, of which social
awareness is growing. We started to offer “ESG/SDGs finance” and “green bonds” in April 2021. We
make loans of both products depending on how the money is spent and the goals of the customer after
evaluation by external evaluation organizations. In accordance with a guideline developed by the
Ministry of the Environment, such evaluation is conducted on new investment that considers the59reduction of environmental impact and content of the investment and initiatives of the customer thattakes into account such a reduction. Through both products, the Bank will help our customers advancetheir sustainable management and contribute to sustainable growth of local communities.
The Bank also implemented initiatives on consulting services. With an aging population,
diversification of family structures, and growing interest in end-of-life planning, we receive requests
from customers who want to use their inheritance to benefit local communities or support local welfare
provision. In response to such requests, the Bank developed a system to donate inheritance using
inheritance-related products and services in line with an agreement concluded with partners including
Ehime Prefecture and Matsuyama City.
In October 2021, the Bank introduced LIFE PALETTE, a life plan simulation tool, as an initiative
using digital technologies. LIFE PALETTE allows users to design and review their life plans by
inputting future life events. We will further improve it to be used more easily and conveniently byusing digital technologies with the aim of providing high value-added financial services.
Sustainability initiatives
To fulfill our social responsibility for sustainable local communities, we will proactively work toaddress social issues related to ESG (environment, society, and governance). In addition, based on our
corporate credo, “Creating a bright and prosperous future for the region,” we will continue to strive
to solve those challenges through business and social contribution activities.
For environmental protection, the Bank endorsed in February 2021 the Task Force on Climaterelated Financial Disclosures (TCFD) to contribute to the realization of a lower-carbon society whileassuming the risks that climate change poses to our customers and the Bank. We are making progresssteadily through initiatives such as setting goals of reduction of CO2 emissions and sustainablefinancing and disclosing them.
In February 2022, the Bank entered into a collaboration agreement with Shikoku Electric Power
Company, Incorporated to help local communities and businesses mainly in Ehime Prefecture
implement initiatives toward carbon neutrality. The Bank views addressing climate change issues as
one of its material management challenges. We will not only strive to reduce greenhouse gases emitted
by us but also provide powerful support for carbon neutrality measures for the entire local
communities.
As an initiative to address society challenges, the Bank concluded the business alliance agreementon promotion of regional revitalization with ANA Akindo Co., Ltd. in August 2021. With the Bank’s
network and the ANA group’s sales channels and human resources in and outside Japan, we will
endeavor to disseminate information about Ehime Prefecture, develop products using local resources,and expand sales channels.
As a strategy for governance, the Bank has adopted the Group Chief Officer System since April
2021 for the purpose of further strengthening the Group’s management control structure andconducting strategic initiatives across the Group. In addition, the Bank partially amended its Articles
of Incorporation and abolished the advisor/consultant system to reinforce the corporate governance.
Special benefit program for shareholders
We have a special benefit program for shareholders as a way of responding to the daily support ofour shareholders and with the aims of making it more appealing to buy shares in the Bank and ensuringthat greater numbers of people hold shares in the Bank.
Under this program, shareholders listed or recorded in the Shareholder Register who hold no lessthan 100 shares and less than 1,000 shares as of March 31 each year will receive a special gift (Imabari
towel), and shareholders holding 1,000 shares or more can select one of the following options:“Shareholder Special Time Deposit,” “Ehime Prefecture Special Product or TSUBASA Alliance
Jointly Planned Specialty Goods,” or “Donation to The Japanese Red Cross Society.”
IR activities and ratings
We strove to provide vigorous disclosure even in the COVID-19 pandemic to increase
management transparency. For example, the Bank held live-streaming annual results briefings foranalysts and institutional investors for the first time.
To provide an objective understanding for shareholders, suppliers, and investors of ourcreditworthiness, the Bank has obtained a high rate from external rating agencies, with an “AA” rating
by Japan Credit Rating Agency (JCR), an influential Japanese credit rating agency, an “A+” rating by
60

Rating and Investment (R&I), and an “A-” rating by Standard & Poor’s (S&P), a global credit rating
agency.
Compliance and risk management
With respect to legal compliance, we have stipulated in “Iyo Bank Group Culture Code 2021,”
established in April 2021, that compliance is the major premise that supports the Group’s corporate
credo and long-term vision. We endeavor to strengthen our legal compliance system by having all
officers and employees share their awareness of the matter and deepen their understanding.
As for risk management, we created our system in a way that requires active involvement ofmanagement, and aim to ensure balanced, sustainable growth and soundness by formulating risk
management plan, managing risks based on risk category, and monitoring. Also, we regularly review
our business continuity structure in order to appropriately respond to the spread of infectious diseases
such as COVID-19, natural disasters such as the Nankai Trough earthquake and heavy rainfall, andcyberattacks.
Amidst the initiatives described above, we received the strong support of our shareholders andbusiness partners. As a result of devoting the collective strengths of the Iyo Bank Group to ourbusiness performance, we have achieved the following business results.
Business performance
Deposits, etc.
The term-end balance of deposits, including NCDs, increased ¥131.4 billion over the previous
fiscal year-end to ¥6,654.1 billion.
Loans
The term-end balance of loans increased 69.5 billion yen over the previous fiscal year-end to¥5,068.8 billion.
Securities
The balance of securities at the end of the fiscal year decreased ¥204.0 billion over the previous
fiscal year-end to ¥1,686.4 billion.
Total assets
The balance of total assets at the end of the fiscal year increased ¥5.8 billion over the previous
fiscal year-end to ¥8,512.6 billion.
Profit/loss
Ordinary revenue increased ¥9,714 million over the previous fiscal year-end to ¥114,142 million,
mainly due to increases in other operating income and other income as a result of the sale of securities
such as cross-shareholdings. Ordinary expenses decreased ¥1,744 million over the previous fiscal yearto ¥78,907 million, mainly due to a decrease in general and administrative expenses as well as adecrease in other expenses mainly due to a decrease in provision of reserve for loan losses. As a result,ordinary income increased ¥11,458 million to ¥35,234 million, while profit increased ¥7,981 million
to ¥24,660 million.
On consolidated basis, the capital ratio (Basel III standards) stood at 14.32%.
Issues to be addressed
Economic uncertainty is growing due to the prolonged impact by COVID-19, geopolitical risks
including the Ukraine situation, and soaring raw material prices. In addition, the Bank is facing drasticchanges in the management environment including the structural socioeconomic changes due toJapan’s shrinking and aging population, advancement of digitalization, and the need to respond tocarbon neutrality.
We started the Fiscal 2021 Medium-Term Management Plan in April 2021 amid this environment.
In the plan, we set our long-term vision to become “a corporate group that continues to create andprovide new value” to achieve sustainable growth and improve corporate value while adapting tochanges in the management environment. To realize the vision, we need to become a company that iscontinued to be chosen by our customers and grows with the community amid the environment where61challenges and needs of customers are diversifying. For this, the Bank has adopted a new groupmanagement system to transform it to a holding company so that it can provide the community andcustomers with various value by working together across the Group.
We will continue to be committed to the development and growth of local communities byfulfilling our corporate credo, “Create a bright and prosperous future for the region,” based on which
we maintain sound management, strengthen our capabilities, and survive sustainably. In theseendeavors, we ask for the ongoing support of our stockholders.

62(2) Assets and profit/loss(Millions of yen)
Fiscal 2018

Fiscal 2019

Fiscal 2020

Fiscal 2021

5,247,121

5,265,664

5,983,164

6,041,857

Time deposits

2,090,907

2,035,332

2,063,018

2,056,884

Other

3,156,213

3,230,332

3,920,146

3,984,973

Loans and bills
discounted

4,550,809

4,756,637

4,999,333

5,068,841

For individuals

1,072,463

1,124,311

1,158,974

1,174,073

For SMEs

2,273,605

2,402,691

2,569,841

2,634,699

Other

1,204,740

1,229,633

1,270,517

1,260,068

349

727

649

525

1,573,300

1,707,613

1,890,539

1,686,455

Japanese government
bonds

444,402335,009

188,537

99,975

Municipal bonds

252,660

266,319

290,331

294,005

Other876,237

1,106,285

1,411,671

1,292,474

Total assets

7,140,776

7,764,961

8,506,787

8,512,616

Domestic exchangetransaction volume
Foreign exchangetransaction volume

35,109,595

36,483,573

34,214,172

32,985,409(Millions of dollars)(Millions of dollars)(Millions of dollars)(Millions of dollars)

Ordinary income

26,34926,581

23,77635,234

Profit18,262

18,502

16,67924,660

Basic net income pershare

yen sen57.71

yen sen58.45

yen sen52.67

yen sen
77.84

621

580

517

1,066

3

2

2

3

Deposits

Trading accountsecurities
Securities

Trust property

20,228

Management fees

22,646

23,46021,666

Notes: 1. The amounts presented are rounded down to the nearest million.
2. “Basic net income per share” is calculated by dividing profit by the average number of shares
outstanding during the year.
3. Changes in the consolidated financial results are as follows:(Millions of yen)
Fiscal 2018

Fiscal 2019

Fiscal 2020

Fiscal 2021

Ordinary revenue

126,286

126,506

124,817

133,971

Ordinary income

28,65829,413

26,172

38,239Profit attributable toowners of parent

18,52718,922

18,08826,417

Comprehensive income

6,339

29,24982,678(4,587)648,327

671,848

741,240

731,798

Total net assets

63

7,165,655

Total assets

7,795,554

8,550,739

8,544,797(3) Employees
As of March 31, 2022
Number of employees

2,881

Average age

38 years and 3 months

Average length of service

14 years and 5 months

Average monthly salary¥379 thousand

Notes: 1. The average age, average length of service, and average monthly salary are rounded down to the nearest
respective unit.
2. The number of employees does not include the numbers of temporary employees and contract employees.
3. The average monthly salary is the average amount of salary for March excluding a bonus.

(4) Branches, etc.
i Number of branches
As of March 31, 2022
Ehime Prefecture
Kagawa Prefecture
Kochi Prefecture
Tokushima Prefecture
Fukuoka Prefecture
Oita Prefecture
Yamaguchi Prefecture
Hiroshima Prefecture
Okayama Prefecture
Hyogo Prefecture
Osaka Prefecture
Aichi PrefectureTokyo
Total in Japan

(

9)

5

(

–)

1

(

–)

1

(

–)

2

(

–)

6

(

–)

1

(

–)

5

(

–)

3

(

–)

2

(

–)

3

(

–)

1

(

–)

2

(

–)

150

Singapore
Total outside Japan
Total(Number of agencies)

118

(

9)

1

(

–)

1

(

–)

151

(

9)

Notes: 1. 22 branches (of which three (3) agencies) out of the total number of branches are operated inside
branches (i.e., branch-in-branch).
2. Other than the branches listed above, we have one (1) internet branch.
3. Other than the branches listed above, we have overseas representative offices and out-of-store ATMs asshown below as of the end of the current fiscal year.

64

As of current fiscal year-end
Overseas representative offices

2 locations

Out-of-store ATMs

50,154 locations

The above number of out-of-store ATM locations includes 49,969 locations of co-op out-of-store ATMs
(hereinafter “convenience store ATMs”) through alliances with E-net Co., Ltd., Lawson Bank, Inc., and Seven Bank,
Ltd.

ii

Branches opened during the current fiscal year
Name
Nakayama Agency in Gunchu Branch
Kaminada Branch in Gunchu Branch

Location364-1 Ushi, Nakayama-cho Nakayama, Iyo, Ehime
5712-4 Kou, Futami-cho Kaminada, Iyo, Ehime

Notes: 1. Six (6) branches were relocated to inside other neighborhood branches (i.e., branch-in-branch) during
the current fiscal year.
2. Nine (9) out-of-store ATMs were newly installed and four were removed (excluding convenience storeATMs) during the current fiscal year.

iii List of bank agencies
Not applicableiv Bank agency services, etc. operated by the Bank
Not applicable(5) Capital investments
i Total amount of capital investment(Millions of yen)
Total amount of capital investment
ii

5,953

New installation, etc., of significant equipment(Millions of yen)Amount260

Details
Establishment of Shirasagi Dormitory65

(6) Material parent company and subsidiaries, etc.
i Parent company
Not applicableii Subsidiaries, etc.

Name

Location

Main businessIyogin Leasing
Company Limited

2-5-41, Ote-machi,
Matsuyama, Ehime

Iyogin Computer
Service Company
Limited

2-2-5, Takasagomachi, Matsuyama,
Ehime

The Iyogin Credit
Guaranty Company
Limited

4-12-1, Sanban-cho,
Matsuyama, Ehime

The Iyogin Business
Service Company
Limited1, Minami-horibatacho, Matsuyama,
Ehime

Iyogin CapitalCompany Limited

1, Minami-horibatacho, Matsuyama,
Ehime

Iyogin Regional
Economy ResearchCenter, Inc.

5-10-1, Sanban-cho,
Matsuyama, Ehime

Iyogin DC Card Co.,Ltd.

4-12-1, Sanban-cho,
Matsuyama, Ehime

Shikoku Alliance
Securities Co., Ltd.

5-10-1, Sanban-cho,
Matsuyama, Ehime
2-2-5, Takasagomachi, Matsuyama,
Ehime
1, Minami-horibatacho, Matsuyama,
Ehime

Leasing business,
Loan businessCommissioned
business for
information
processing,
softwaredevelopment
business
Loan guarantee
business forhousing andcustomer loans
Cashmanagement andexamination
business, large
bill collection
business, ATM
maintenancebusiness
Business ofinvestment instocks, bonds,
etc., operation of
investment funds
Business of
research andstudy on industry,
economy, andfinance;management
consulting
business; businessof education
services including
training courses
Credit cardbusiness,guarantee
business
Securities
business
Business ofmanufacture of
office supplies
Business ofinvestment instartups

Iyogin Challenge &Smile Co., Ltd.
Iyogin Venture Fund
Corporation LimitedIV

66

Capital(Millionsof yen)Percentage ofthe voting rights
of subsidiaries,
etc. held by the
Bank

80

45.00%–

10

50.00%–

30

49.00%–

10

100.00%

–

320

7.81%

–

30

15.00%–

50

34.00%–

3,000

100.00%–10

100.00%

–

500

-%

–

OthersName

Location

Main business

Capital(Millionsof yen)Percentage ofthe voting rights
of subsidiaries,
etc. held by the
Bank

OthersIyogin Venture Fund
1, Minami-horibataBusiness ofCorporation Limitedcho, Matsuyama,
investment in
500
-%
–
V
Ehime
startups
Iyogin Venture Fund
1, Minami-horibataBusiness ofCorporation Limitedcho, Matsuyama,
investment in
1,000
–
–%
VI
Ehime
startups
Iyo Evergreen
Business of
Sixtiary
1, Minami-horibatainvestment inIndustrializationcho, Matsuyama,business entities
618––%
Support FundEhime
in the sixth-order
Investment Businessindustry
Limited Partnership
Iyo Evergreen
Business ofAgriculture Support
1, Minami-horibatainvestment in
196–
Fund Investmentcho, Matsuyama,–%
agriculturalBusiness Limited
Ehime
corporations
Partnership
Iyo Evergreen
Business ofAgriculture Support
1, Minami-horibatainvestment in
21–
Fund II Investmentcho, Matsuyama,–%
agriculturalBusiness Limited
Ehime
corporations
Partnership
Iyo Evergreen
Business ofBusiness Succession
1, Minami-horibatainvestment in
279–
Support Fundcho, Matsuyama,–%business
Investment BusinessEhime
successors
Limited Partnership
Notes: 1. Capital is rounded down to the nearest unit.
2. The subsidiaries subject to consolidated accounting is the 16 material subsidiaries, etc. shown above.
The Bank has no affiliate subject to the equity method. Ordinary revenue for the current fiscal year
amounted to ¥133,971 million (an increase of ¥9,154 million year on year) and profit attributable toowners of parent amounted to ¥26,417 million (an increase of ¥8,329 million year on year).

Overview of important business alliances
1. Through an alliance of 62 regional banks, the Bank offers inter-banking ATM services (called“ACS”) including cash withdrawals.
2. Through an alliance of 62 regional banks, city banks, trust banks, member banks of the Second
Association of Regional Banks, credit unions, credit associations, agricultural cooperative
foundations, JF marine banks (including the Norinchukin Bank and other credit unions), worker’s
credit unions, the Bank offers services including inter-banking ATM services (called “MICS”)
including cash withdrawals.
3. Through Chigin Network Service Co., Ltd. (CNS), a company jointly owned by 62 regional banks,
services between business partners such as general fund transfers, account-to-account transfers,
and transfer of various data including deposit and withdrawal transaction details are available via
data transmission.
4. The Bank exchanged a basic agreement on the TSUBASA Alliance with The Chiba Bank, Ltd.,
Daishi Hokuetsu Bank, Ltd., The Chugoku Bank, Ltd., The Toho Bank, Ltd., North Pacific Bank,
Ltd., The Musashino Bank, Ltd., THE SHIGA BANK, LTD., Bank of The Ryukyus, Limited, and
The Gunma Bank, Ltd.
5. Four regional banks, namely, The Iyo Bank, Ltd., The Awa Bank, Ltd., The Hyakujushi Bank,
Ltd., and The Shikoku Bank, Ltd. entered into a comprehensive tie-up agreement of Shikoku
Alliance with the aim of vitalizing the Shikoku region.

67

(7) Business transfer, etc.
Not applicable(8) Other important matters concerning the current status of the Bank
Not applicable682. Company Officers (Directors)(1) Company officers(As of March 31, 2022)
Name

Position and responsibilities

Significant concurrent positions

Iwao Otsuka

Chairman

Chairman, Ehime Industrial Promotion
Foundation
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 Commerceand Industry
Director (Audit and Supervisory
Committee Member) (Outside),
Shikoku Electric Power Company,
Incorporated

Kenji Miyoshi

President (Representative Director)
Chairman, Ehime Bankers Association(Overall operations, General Secretariat,
Tokyo Representative Office, Internal
Audit Division)

Kenji Takata

Deputy President (Representative
Director)(Overall operations, Financial Market
Business Office)Kensei
Yamamoto

Managing Director(General Affairs Division, Risk
Management Division, Customer
Satisfaction Enhancement Office,Compliance Division)

Masamichi Ito

Managing Director(Credit Division, Ship Finance
Division, Customer Loan Center)

Hiroshi Nagata

Managing Director(General Planning Division, Public
Relations & CSR Office, Human
Resources Division, Funds Operation &Securities Division)

Hirohisa Senba

Managing Director, General Manager,
Branch Banking Group(Branch Banking Group [Business
Marketing Division, Corporate
Consulting Division, Personal
Consulting Division, Customer Support
Center, International Division, Regional
Vitalization Division])
69

Other

Name

Position and responsibilities

Significant concurrent positions

Tetsuo Takeuchi Director Serving as Audit andSupervisory Committee Member(Standing)

Director (Audit and Supervisory
Committee Member) (Outside), Daiki
Axis Co., Ltd.

Kaname Saeki

Director Serving as Audit andSupervisory Committee Member(Outside)

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

Junko Miyoshi

Director Serving as Audit andSupervisory Committee Member(Outside)

Chairman, Ability Center inc.

Keiji Joko

Director Serving as Audit andSupervisory Committee Member(Outside)

Yuichi Ohashi

Director Serving as Audit andSupervisory Committee Member(Outside)

Director, Minamimatsuyama Hospital
Eye Center, Social Medical Corporation
Jinyuukai

Yoriko Noma

Director Serving as Audit andSupervisory Committee Member(Outside)

Partner, Miyakezaka Sogo Law Offices
Audit & Supervisory Board Member(Outside), AJIS Co., Ltd.
Director (Outside), Wellco Holdings
Co., Ltd.

Other

Note 1

Notes: 1. Ms. Yoriko Noma, Director Serving as Audit and Supervisory Committee Member, isqualified as an attorney-at-law.
2. As shown above, the Standing Audit and Supervisory Committee Member has been selected.
The reason for this selection is to enhance the effectiveness of audit and supervision by the
Audit and Supervisory Committee through the person, who is well-versed in the operations
and business of banks, sharing information and knowledge with all the Audit and Supervisory
Committee Members, which are obtained by attending important meetings, closelycooperating with the Accounting Auditor and the Internal Audit Division, etc.

Reference
The Bank has an executive officer system. The name, position, and responsibilities of executive
officers are as follows:

Name
Kenji Morioka
Keijiro Joko
Shinya Fujita

Yasuji Fujita

Koichi Kihara

As of March 31, 2022
Position and responsibilities
Senior Managing Executive Officer
Responsible for local industries, Branch Banking Group
Senior Managing Executive Officer
Responsible for Operations Management Division and Systems Development
DivisionManaging Executive Officer
President, Iyogin Leasing Company Limited
Managing Executive Officer
Imabari Group HeadGeneral Manager, Imabari Branch
General Manager, Nakahama Branch
General Manager, Chikami BranchManaging Executive Officer
70Deputy General Manager, Branch Banking Group
Kazuya Chikata
Yoshiki Kume
Shinichi Doi
Seiji Komoda
Toshiki Hamaguchi
Yasumi Inada
Naoaki Fujita
Norihiko Kawasaki
Takashi Tokunaga
Kazushige Yano

Masahiko Kimura

Nobuyuki Sasaki

Takeshi Watanabe

Takashi Sagayama

Managing Executive Officer
General Manager, Internal Audit Division
Managing Executive Officer
Responsible for local industries, Branch Banking Group
Executive Officer
General Manager, Compliance Division
Executive Officer
General Manager, Osaka Branch
Executive Officer
General Manager, Hiroshima Branch
Executive Officer
General Manager, Systems Development Division
Executive Officer
General Manager, Funds Operation & Securities Division
Executive Officer
General Manager, Corporate Consulting Division
Executive Officer
General Manager, Head Office, Business Department
Executive Officer
General Manager, International Division
General Manager, International Business Department, International Division
Executive Officer
General Manager, Tokyo Branch
General Manager, Financial Market Business Office
Executive Officer
Niihama Group HeadGeneral Manager, Niihama Branch
General Manager, Noborimichi Branch
Executive Officer
General Manager, Human Resources Division
General Manager, Diversity & Inclusion Promotion Department, Human
Resources Division
General Manager, Wellness Management Promotion Department, Human
Resources Division
President, Iyogin Challenge & Smile Co., Ltd.
Executive Officer
General Manager, Business Marketing Division(2) Compensation, etc. for company officers
A. Matters concerning the policy for determining the details of compensation, etc. for individual
Directors (excluding Directors Serving as Audit and Supervisory Committee Members)(a) Method for deciding on the policy for determining the details of compensation, etc. forindividual Directors (excluding Directors Serving as Audit and Supervisory Committee
Members)
The policy for determining compensation, etc. for individual Directors (excluding Directors
Serving as Audit and Supervisory Committee Members) (the “Determination Policy”) was
proposed at the Management Deliberation Committee meeting held on June 29, 2021, received
opinions that it would be fair and reasonable, and was resolved at the Board of Directors
meeting held on the same day. The Management Deliberation Committee is positioned as avoluntary compensation advisory committee, comprising the Representative Directors,
Chairman, and Directors Serving as Audit and Supervisory Committee Members, the majorityof which are Independent Outside Directors.
(b) Outline of the Determination Policy
Compensation for Directors (excluding Directors Serving as Audit and Supervisory Committee
Members) consists of monetary compensation, which consists of basic compensation and71performance-linked compensation, etc., and non-monetary compensation, etc. to enhance thelinkage between compensation and the Bank’s performance and shareholder profit. In
determining compensation for individual Directors (excluding Directors Serving as Audit andSupervisory Committee Members), the Bank’s basic policy is to maintain the appropriate levels,
considering the responsibilities of each position, etc. The Bank has set an appropriate ratio ofcompensation by type in a way that compensation works as a sound incentive toward sharing
value with shareholders and achieving sustainable growth while ensuring the linkage withperformance so as to encourage individual Directors (excluding Directors Serving as Audit andSupervisory Committee Members) to help increase performance. To ensure the objectivity andtransparency of compensation for Directors (excluding Directors Serving as Audit andSupervisory Committee Members), the President prepared a written proposal for compensation
for individual Directors (excluding Directors Serving as Audit and Supervisory Committee
Members) within the amount not exceeding the annual maximum amount of compensation andthe maximum number of points, which were resolved at a General Meeting of Shareholders.
The Management Deliberation Committee then deliberated the proposal and submitted a report,
and the Board of Directors resolved the compensation with due regard to the report of thecommittee.
(c) Reason why the Board of Directors determined that the details of compensation, etc. forindividual Directors (excluding Directors Serving as Audit and Supervisory Committee
Members) for the current fiscal year are in line with the Determination Policy
In determining the details of compensation, etc. for individual Directors (excluding Directors
Serving as Audit and Supervisory Committee Members), the Management Deliberation
Committee examined the written proposal for compensation from multiple perspectives,
including its consistency with the Determination Policy. In principle, the Board of Directors
paid due regard to the report of the committee and determined that the details of compensation,etc. are in line with the Determination Policy.
B. Total amount of compensation, etc. for Directors

Category

Numberofpersons
to be paid

Compensation,
etc.

(Millions of yen)
Total amount of compensation, etc. by type
PerformanceNon-monetaryBasiclinkedcompensation,compensation compensation,
etc.
etc.

Directors(excluding Directors Serving as
9
314
195
34
Audit and Supervisory Committee
Members)
Directors Serving as Audit and
9
54
54
–
Supervisory Committee Members
Notes: 1. The number of persons to be paid and compensation, etc. above include two (2) Directors(excluding Directors Serving as Audit and Supervisory Committee Members) and three (3)Directors Serving as Audit and Supervisory Committee Members who retired at the Annual
General Meeting of Shareholders held on June 29, 2021.
2. Performance-linked compensation, etc. consists of a short-term incentive, which is linked to
the Bank’s performance, and a medium-term incentive, which is linked to the qualitativeevaluation of individual Directors (excluding Directors Serving as Audit and Supervisory
Committee Members). The amount of the short-term incentive of individual Directors(excluding Directors Serving as Audit and Supervisory Committee Members) is calculated
by multiplying the basic amount to be paid, which is determined based on non-consolidated
core business gross profit, non-consolidated core business net income, and profit attributableto owners of parent as metrics, by points to be allocated according to their positions. The
reason why the Bank selected these performance metrics is that they represent the Bank’s
overall earnings power based on not only its non-consolidated performance but also its
consolidated performance. For the current fiscal year, non-consolidated core business grossprofit was ¥84,545 million, non-consolidated core business net income was ¥35,459 million,
and profit attributable to owners of parent was ¥26,417 million. The amount of the mediumterm incentive of individual Directors (excluding Directors Serving as Audit and Supervisory
Committee Members) is calculated by multiplying the basic amount to be paid according to
72

84
–

their positions by the multiplier calculated based on the qualitative evaluation of how they
have helped achieve targets set in the Medium-Term Management Plan and how far they
have fulfilled their responsibilities during each fiscal year.
3. Non-monetary compensation, etc. is a share-based payment given to Directors (excluding
Directors Serving as Audit and Supervisory Committee Members) based on a share-based
payment system using a trust established by the Bank by contributing money (the “Trust”).
Under the system, the Trust acquires the Bank’s shares and delivers the number of sharesequivalent to the number of points granted by the Bank to Directors (excluding Directors
Serving as Audit and Supervisory Committee Members).
4. At the Annual General Meeting of Shareholders held on June 26, 2015, the annual maximum
amount of compensation, etc. to be paid to Directors (excluding Directors Serving as Audit
and Supervisory Committee Members) was resolved to be not more than ¥330 million(excluding employees’ salaries to be paid to Directors who concurrently serve as employees),
and the annual maximum amount of compensation, etc. to be paid to Directors Serving as
Audit and Supervisory Committee Members was resolved to be not more than ¥85 million.
The numbers of Directors (excluding Directors Serving as Audit and Supervisory Committee
Members) and Directors Serving as Audit and Supervisory Committee Members associatedwith this resolution are seven (7) and six (6) , respectively.
Separately from the aforementioned maximum amount of compensation, etc. to be paid to
Directors (excluding Directors Serving as Audit and Supervisory Committee Members), theBank introduced a share-based payment system at the Annual General Meeting of
Shareholders held on June 28, 2018. The maximum amount of money to be contributed tothe trust established under the share-based payment system was resolved to be ¥600 million
for the first trust period of about three years. If the trust period is extended, the maximum
amount of such money was resolved to be the amount calculated by multiplying the numberof years extended by ¥200 million. The number of Directors (excluding Directors Serving
as Audit and Supervisory Committee Members) associated with this resolution is six (6).
5. Compensation for Directors Serving as Audit and Supervisory Committee Members is only
basic compensation from the perspective of ensuring the validity of audit and supervisionduties. After discussions among Directors Serving as Audit and Supervisory Committee
Members, the amount of compensation is determined by standing and part-time employment,
not exceeding the total amount of compensation resolved at the General Meeting of
Shareholders, given the segregation of audit duties, etc.

(3) Agreement on limitation of liability
Name
Outline of agreement on limitation of liability
Tetsuo Takeuchi
Kaname Saeki
As provided for in Article 423, Paragraph 1 of the Companies Act, these
Junko Miyoshi
officers shall be liable for damages up to the minimum liability amountstipulated
in the Act when they execute their duties in good faith and
Keiji Joko
without
gross
negligence.
Yuichi Ohashi
Yoriko Noma
(4) Indemnity agreement
Not applicable(5) Matters concerning directors’ and officers’ liability insurance (D&O Insurance) contract
InsuredOutline of directors’ and officers’ liability insurance contract
The Bank has entered into a directors’ and officers’ liability insurance (D&O
Insurance) contract with an insurance company pursuant to Article 430-3,
Paragraph 1 of the Companies Act to cover damages that may arise from theinsured directors assuming liability in connection with the execution of their
Directors and Executive
duties or through receiving claims pertaining to the pursuit of such liability (theOfficers of the Bank
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 becovered.
73

74

3. Outside Officers(1) Concurrent positions and other status of outside officers
Name
Concurrent positions and other status
Kaname Saeki
Director Serving as
Audit and Supervisory
Committee Member

Director and Advisor, IYOTETSU Group Co., Ltd.
(There are ordinary finance transactions between the Bank and the company.)
Representative Director and Chairman, Matsuyama Development Co., Ltd.
(There are ordinary finance transactions between the Bank and thecompany. There are also transactional relationships between the Group andthe company for facility usage, etc.)

Junko Miyoshi
Director Serving as
Audit and Supervisory
Committee Member

Chairman, Ability Center Inc.
(There are ordinary finance transactions between the Bank and the company.
There are also transactional relationships between the Group and the company
for staffing services, etc.)

Keiji Joko
Director Serving as
Audit and Supervisory
Committee Member

Not applicable

Yuichi Ohashi
Director Serving as
Audit and Supervisory
Committee Member

Yoriko Noma
Director Serving as
Audit and Supervisory
Committee Member

Director, Minamimatsuyama Hospital Eye Center, Social Medical
Corporation Jinyuukai(There are ordinary finance transactions between the Bank and thecorporation.)
Partner, Miyakezaka Sogo Law Offices(There is no matter that should be indicated between the Bank and theoffices.)
Audit & Supervisory Board Member (Outside), AJIS Co., Ltd.
(There is no matter that should be indicated between the Bank and thecompany.)
Director (Outside), Wellco Holdings Co., Ltd.
(There is no matter that should be indicated between the Bank and thecompany.)(2) Main activities of outside officers
Term ofAttendance at Board ofNameofficeDirectors meetings

Kaname Saeki

9 years and
10 months

He attended 14 out of 14
Board of Directors
meetings, 15 out of 15
Audit and Supervisory
Committee meetings, and5 out of 5 Management
Deliberation Committee
meetings held during thecurrent fiscal year.

75

Statements made at Board of Directors
meetings and other activities
He has been engaged in the management of
IYOTETSU Group Co., Ltd. for many years,
and has a wealth of experience and high-levelinsight on corporate management andorganizational operation. He was expected tofulfill his role of supervising the businessexecution of the Bank primarily in the viewof business strategies, risk management and astronger governance structure, and he actively
made statements about business strategies tobe implemented under the holding company
structure and other topics based on his
expertise in the Board of Directors meetingsand other key meetings. As a member of theManagement Deliberation Committee, healso supervised the business execution of the
Bank through the analysis and examination of
the personnel affairs and compensation of
Executive Directors.

NameJunko Miyoshi

Keiji Joko

Term ofofficeAttendance at Board of
Directors meetings

She attended 14 out of 14
Board of Directors
meetings, 15 out of 15
Audit and Supervisory
5 years andCommittee meetings, and10 months
5 out of 5 Management
Deliberation Committee
meetings held during thecurrent fiscal year.

He attended 14 out of 14
Board of Directors
meetings, 15 out of 15
Audit and Supervisory
2 years andCommittee meetings, and10 months
5 out of 5 Management
Deliberation Committee
meetings held during thecurrent fiscal year.

76

Statements made at Board of Directors
meetings and other activities
She founded Ability Center Inc., a staffing
agency, and has been engaged in the
management of the agency for many years.
She has a wealth of experience and broad
insight as a female founder and businessleader. She was expected to fulfill her role ofsupervising the business execution of the
Bank primarily in the view of diversity andinclusion promotion, including women’s
active participation and advancement in theworkplace, and human resource
development, and she actively madestatements about how to make female
employees become a vital part of workforce
and other matters based on her expertise in
the Board of Directors meetings and otherkey meetings. As a member of theManagement Deliberation Committee, shealso supervised the business execution of the
Bank through the analysis and examinationof the personnel affairs and compensation of
Executive Directors.
He held important positions including the
Deputy Governor of Ehime prefecture andChairman of Ehime Guarantee, and has awealth of experience and expertise on local
public administration and organizational
operation. He was expected to fulfill his roleof supervising the business execution of the
Bank from an objective perspective bydrawing on his experience and expertise,and he actively made statements about theroles the Bank should play for regional
development and other topics based on his
expertise in the Board of Directors meetingsand other key meetings. As a member of theManagement Deliberation Committee, healso supervised the business execution of the
Bank through the analysis and examinationof the personnel affairs and compensation of
Executive Directors.

Name

Yuichi Ohashi

Yoriko Noma

Term ofoffice10 months

10 months

Attendance at Board of
Directors meetings

Statements made at Board of Directors
meetings and other activities

He attended 11 out of 11
Board of Directors
meetings, 11 out of 11
Audit and Supervisory
Committee meetings, and3 out of 3 Management
Deliberation Committee
meetings held after
assuming office.

He held important positions including thePresident of Ehime University and Directorof Ehime University Hospital, and has awealth of experience and high-level insighton organizational operation and industryacademia collaboration, as well as advanced
expertise in the educational field. He was
expected to fulfill his role of supervising thebusiness execution of the Bank from an
objective perspective by drawing on his
experience and expertise, and he actively
made statements about the development ofstartups through industry-academia
collaboration and other topics based on his
expertise in the Board of Directors meetingsand other key meetings. As a member of theManagement Deliberation Committee, healso supervised the business execution of the
Bank through the analysis and examinationof the personnel affairs and compensation of
Executive Directors.

She attended 11 out of 11
Board of Directors
meetings, 11 out of 11
Audit and Supervisory
Committee meetings, and3 out of 3 Management
Deliberation Committee
meetings held after
assuming office.

She has a wealth of experience, high-levelinsight, and advanced expertise on corporate
legal affairs as an attorney. She was
expected to fulfill her role of supervising thebusiness execution of the Bank from an
objective perspective by drawing on her
experience and expertise, and she actively
made statements about the right to systemmodifications, the treatment of technology
talent, and other topics based on her
expertise in the Board of Directors meetingsand other key meetings. As a member of theManagement Deliberation Committee, shealso supervised the business execution of the
Bank through the analysis and examinationof the personnel affairs and compensation of
Executive Directors.

(3) Compensation, etc. of outside officers
Number of
persons to be
paid
Total amount of compensation,
etc.

Compensation, etc.
from the Bank
732(4) Statements made by outside officers
Not applicable

77(Millions of yen)Compensation, etc. from theparent company of the Bankand other entities–

4. Status of Shares(1) Number of shares
Total number of shares authorized to be issued
600,000 thousand shares
Total number of shares issued
323,775 thousand shares
Note: The numbers of shares less than one thousand shares are rounded down.
(2) Number of shareholders as of fiscal year-end

29,397 persons(3) Major shareholders
Number of shares held and shareholding
ratio
Number of shares held
Shareholding ratio(Thousand shares)

Name
The Master Trust Bank of Japan, Ltd.

36,00811.32%

Custody Bank of Japan, Ltd

32,80710.31%

Nippon Life Insurance Company

8,878

2.79%

Meiji Yasuda Life Insurance Company

8,867

2.78%

DAIO KAIUN CO., LTD.

6,000

1.88%

Sumitomo Forestry Co., Ltd.

5,911

1.85%

SUMITOMO LIFE INSURANCE COMPANY

5,415

1.70%

Employee stock ownership of Iyo Bank

4,985

1.56%

Sompo Japan Insurance Inc.

4,293

1.35%

IYOTETSU Group Co., Ltd.

3,844

1.20%

Notes: 1. The number of shares held less than one thousand shares are rounded down.
2. The shareholding ratio is rounded down to two decimal places.
3. The shareholding ratio is calculated after deducting the shares of treasury stock (5,776,482
shares).
4. The number of shares held by The Master Trust Bank of Japan, Ltd. associated with trust
services is 36,008 thousand shares. The breakdown of which is 35,308 thousand shares inthe trust account and 700 thousand shares in the retirement benefit trust account.
5. The number of shares held by Custody Bank of Japan, Ltd associated with trust services is
32,807 thousand shares. The breakdown of which is 25,359 thousand shares in the trust
account, 6,049 thousand shares in the retirement benefit trust account, 182 thousand sharesin the pension trust account, 196 thousand shares in the pension tokkin (a type of corporate
investment fund managed by a trust bank) account, and 1,019 thousand shares in the
securities investment trust account.

(4) Shares held by officers
Number of shares (types of sharesand number of shares by type)

Number of persons
receiving shares
Directors(excluding Directors Serving as Audit
and Supervisory Committee Members)

2

78

Common stock: 42,900 shares

Note: Pursuant to a resolution passed at the Annual General Meeting of Shareholders held on June 28,
2018, the Bank introduced a share-based payment system (the “System”). The table above shows
the number of shares delivered to retired Directors under the System.

5. Accounting Auditor(1) Accounting auditor’s name, audit fees, etc.
(Millions of yen)
Name

Audit fees, etc. for the current
fiscal year

Other

KPMG AZSA LLC
Kazuhiro Matsuyama
Designated Engagement Partner

73

Note 2 and Note 3

Ryosuke Koike
Designated Engagement Partner
Notes: 1. Total amount of cash and other profits payable by the Bank, its subsidiaries, its subsidiarycorporations, and other entities to the accounting auditor: ¥83 million
In the audit agreement between the Bank and accounting auditor, the amount of fees for audit
under the Companies Act is not clearly distinguished from audit under the Financial
Instruments and Exchange Act, and it is impractical to distinguish between these two types offees. Therefore, the amount above is the sum of these two types of fees.
2. The Bank paid fees to the accounting auditor for advisory services concerning a sophisticatedlevel of risk management system, which are services other than those provided in Article 2,
Paragraph 1 of the Certified Public Accountants Act.
3. The Audit and Supervisory Committee obtained necessary information and received reports
from Directors, divisions and departments involved within the Bank, and the accounting
auditor, confirmed how they performed their duties and the fees paid to them in prior periods,
and carried out necessary examinations to see whether the details of the accounting audit planfor the current fiscal year and the grounds for the calculation of estimated fees were appropriate.
As a result of deliberation, the committee deemed them appropriate and obtained consent on
the amount of fees, etc. payable to the accounting auditor as provided in Article 399, Paragraph
1 of the Companies Act.

(2) Agreement on limitation of liability
Not applicable(3) Indemnity agreement
Not applicable(4) Other matters concerning the accounting auditor
Policy on determination of dismissal or non-reappointment of accounting auditor
In case the accounting auditor falls under any one of the items of Article 340, Paragraph 1 of theCompanies Act, the Audit and Supervisory Committee shall dismiss the accounting auditor uponconsent of all Audit and Supervisory Committee Members as necessary. In this case, an Audit andSupervisory Committee Member appointed by the Audit and Supervisory Committee shall report thedismissal of the accounting auditor and the reason for it at the first General Meeting of Shareholders
convened after the dismissal.
Even if the accounting auditor does not fall under any one of the items above, but the Audit andSupervisory Committee deems that it needs to change the accounting auditor, considering the way they
perform their duties, the Bank’s audit system, and other matters, the committee shall decide on thedetails of a proposal for dismissal or non-reappointment of the accounting auditor to be submitted at a
General Meeting of Shareholders.
Therefore, the Audit and Supervisory Committee shall evaluate the accounting auditor according to
the Evaluation Standards for Accounting Auditor established by the committee.

796. Basic Policy for How Persons Controlling Decisions on Bank’s Financial and Business
Policies Should Be
Not applicable

7. Matters Concerning Specified Wholly Owned Subsidiaries
Not applicable

8. Matters Concerning Transactions with Parent Company and Other Entities
Not applicable

9. Matters Concerning Accounting Advisor
Not applicable

10. Other

Policy concerning the exercise of authority granted to the Board of Directors as provided in the
Bank’s Articles of Incorporation if it stipulates so pursuant to Article 459, Paragraph 1 of theCompanies Act
The Bank’s basic policy is to strive to maintain its management base by enhancing financial
soundness with internal reserves with the public mission of banks in mind while maintaining stabledividends considering its business results and operating environment.
Based on this basic policy, the year-end dividend for the current fiscal year is ¥8 per share. Since
the Bank paid the interim dividend of ¥8 per share for the interim period, this brings total dividends forthe current fiscal year to ¥16 per share.

80Reference: Cross-shareholdings
The Bank discloses the following in its Corporate Governance Report according to Principle 1.4
Cross-Shareholdings of the Corporate Governance Code.
When the Bank holds shares of other listed companies for policy purposes, for example,
maintaining and strengthening business relationships or cooperative relationships with suchcompanies, it seeks to fully analyze risks and returns and manage shares appropriately.
The Bank verifies the reasonableness of cross-shareholdings from both investment and policy
aspects. From the investment aspect, the Bank evaluates whether or not RORA calculated based onshares, deposit and loan transactions, and others is commensurate with cost of shareholders’ equity
calculated using the CAPM and dividend growth model. From the policy aspect, the Bank evaluates
whether or not business with such companies has expanded as initially expected.
The Bank brings the results of such verification on all shares for each company to the Board of
Directors at least once a year. If a cross-shareholding is deemed to lack reasonable grounds, the Bank
negotiates with the cross-shareholder to make terms and conditions more favorable for the Bank. If
terms and conditions do not become more favorable, the Bank will sell shares after gaining fullunderstanding of the cross-shareholder.
The Bank decides on whether to exercise voting rights as to its cross-shareholdings based on thebasic idea “whether the exercise of voting rights can help both the Bank and cross-shareholder
achieve sustainable growth and generate medium- to long-term corporate value” according to thestandards for exercising voting rights provided in the Bank’s internal rules, with reference to thestandards for exercising voting rights of voting advisory firms and institutional investors.
Based on the above policy, the Bank has reduced cross-shareholdings as follows:
Changes in cross-shareholdings
March 31, 2019 March 31, 2020 March 31, 2021 March 31, 2022
Number of issues
Purchase cost
(Millions of yen)
Balance sheet amount(Millions of yen)

329

328

322

308

99,27397,741

96,73792,549291,724

279,802358,602318,39981

Non-consolidated Financial Statements(April 1, 2021–March 31, 2022)

Non-consolidated Balance Sheet at the End of the 119th Fiscal Year(As of March 31, 2022)(In millions of yen)
Description

Amount(Assets)
Cash and due from banks
Cash

Description

Amount(Liabilities)
1,513,960

Deposits

6,041,857

52,483Current deposits

325,604

1,461,476

Ordinary deposits

3,288,880

Monetary claims purchased

6,211

Savings deposits

108,303

Trading account securities

525

Deposits at notice

22,197525

Time deposits

Due from banks

Trading government bonds
Money held in trust
Securities

1,507
1,686,455

2,041,504

Installment savings

15,380

Other deposits

239,986

Japanese Government bonds

99,975

Negotiable certificates of deposit

Municipal bonds

294,005

Call money

7,343

Corporate bonds

112,689

Payables under repurchase agreements

74,232Equity securities

348,138

Payables under securities lending transactions

139,898

Other securities

831,646

Borrowed money

744,751

Loans and bills discounted

5,068,841

Bills discounted

13,673Loans on bills

13,495Loans on deeds

4,398,319

Borrowings from other banks
Foreign exchange
Foreign bills sold
Foreign bills payable

Overdrafts

643,353

Borrowed money from trust accountForeign exchange

11,310

Other liabilities

Due from foreign banks (ouraccounts)

Domestic exchange settlement
account, credit

11,106612,275

744,751
1,837
1,793
44
554
74,54010Foreign bills bought46

Income taxes payable

4,173

Foreign bills receivable

157

Accrued expenses

2,267

121,272

Unearned revenue

1,713

Other assets
Prepaid expenses

1,297

Reserve for interest on installment
savings

Accrued income

5,734

Financial derivatives

53,208Initial margins of future markets

2,612

Cash collateral received for financial
instruments

6,503

Financial derivatives

26,830

Lease liabilities

2,235

Cash collateral paid for financial
instruments

35,983

Asset retirement obligations

Other

48,813

Other

82

0

46
4,380

Description

AmountDescription

AmountTangible fixed assets

71,531

Accrued employees’ bonuses

1,613

Buildings

16,958Land

48,613

Leased assets

2,040

Employees’ severance and retirement
benefits
Reserve for losses on repayment of
dormant bank accounts

12,286
1,175

Reserve for contingent losses

881

Reverse for share-based payments

413

Construction in progress

415

Other tangible fixed assets

3,503

Deferred tax liabilities

67,142

9,397

Deferred taxes on revaluation excess

9,520

Software7,442

Acceptances and guarantees

28,396

Other intangible fixed assets

1,954

Total liabilities

Prepaid pension costs

26,954(Net assets)

Customers’ liabilities for acceptancesand guarantees

28,396

Common stock

20,948Reserve for loan losses(33,749)

Capital surplus

10,480Intangible fixed assets

Legal capital surplus
Retained earnings

459,330
20,948Other retained earnings

438,382
2,035

General reserve

410,594

Retained earnings brought forward

25,752

Treasury stock(6,103)

Total stockholders’ equity

484,656

Valuation difference on available-for-salesecurities
Net deferred gains (losses) on derivatives
under hedge accounting

188,816
1,152

Land revaluation excess

19,058

Total valuation and translation adjustments

209,027

Stock acquisition rights
Total net assets
8,512,616

10,480Legal retained earnings
Reserve for tax purpose reduction
entry

Total assets

7,818,723

Total liabilities and net assets

83

208
693,892
8,512,616

Non-consolidated Statement of Income at the End of the 119th Fiscal Year
(April 1, 2021 - March 31, 2022)(In millions of yen)
Description

AmountOrdinary income

114,142Interest and dividend income

75,457

Interest on loans and discounts

48,929Interest and dividends on securities

24,506

Interest on call loans(0)Interest on deposits with banks

1,693

Other interest income

328

Trust fees

3

Fees and commissions
Fees and commissions on domestic and foreignexchanges
Other fees and commissions

12,621Other operating income

18,776

3,265
9,355

Gain on foreign exchange transactions

3,861

Gain on sale of bonds

12,978Gain on financial derivatives

1,936

Other income

7,282

Recoveries of written off receivables

564

Gain on sale of equity securities

5,451

Gain on money held in trust

13

Other

1,252

Ordinary expenses

78,907

Interest expenses

3,001

Interest on deposits

1,468Interest on negotiable certificates of deposit

60

Interest on call money
Interest on payables under repurchaseagreements
Interest on payables under securities lendingtransactions
Interest on borrowings and rediscounts

17Interest expenses on interest rate swaps

70
78
224
1,021

Other interest expenses

59

Fees and commissions
Fees and commissions on domestic and foreignexchanges
Other fees and commissions

6,325

Other operating expenses

15,257Net loss on trading securities transactions

1,007
5,317
8

84

Description

AmountLoss on sale of bonds

15,211

Loss on devaluation of bonds

38

General and administrative expenses

47,240

Other expenses

7,082

Provision of reserve for loan losses

4,498

Write-off of loans

0Loss on sale of equity securities

1,783

Loss on devaluation of equity securities

208

Loss on money held in trust

63

Other

528

Ordinary profit

35,234Extraordinary income

19

Gain on disposal of noncurrent assets

19

Extraordinary losses

482

Loss on disposal of noncurrent assets

60

Impairment losses

421

Income before income taxes

34,771

Income taxes - current

9,404

Income taxes - deferred

706

Total taxes

10,110

Profit24,66085

Consolidated Financial Statements(April 1, 2021–March 31, 2022)

Consolidated Balance Sheet at the End of the 119th Fiscal Year(As of March 31, 2022)(In millions of yen)
Description

Amount(Assets)
Cash and due from banks

Amount(Liabilities)
1,514,760

Monetary claims purchased

6,211

Trading account securities

525

Money held in trust

Description

5,767

Deposits

6,021,850

Negotiable certificates of deposit

604,275

Call money and bills sold7,343

Payables under repurchase agreements

74,232
139,898

Securities

1,681,624

Payables undertransactions

securities

lending

Loans and bills discounted

5,046,997

Borrowed money

750,302

Foreign exchange

11,310Foreign exchange

1,837

Lease receivables and investment assets

29,992

Borrowed money from trust account

Other assets

136,839

Other liabilities

86,086

Tangible fixed assets

72,507

Accrued employees’ bonuses

1,781

Buildings

17,142

Net defined benefit liability

10,712

Land

48,774

Reserve for losses on repayment of
dormant bank accounts

1,175

Leased assets

1,576

Reserve for contingent losses

881

554

Construction in progress

415

Reverse for share-based payments

413

Other tangible fixed assets

4,598

Reserve under the special laws

3

9,424

Deferred tax liabilities

73,730Software

7,460

Deferred taxes on revaluation excess

9,520

Other intangible fixed assets

1,963

Acceptances and guarantees

28,396

37,842

Total liabilities

197(Net assets)

Customers’ liabilities for acceptancesand guarantees

28,396

Common stock

20,948Reserve for loan losses(37,600)

Capital surplus

20,289Retained earnings

468,487

Treasury stock(4,871)

Total stockholders’ equity

504,854

Intangible fixed assets

Net defined benefit asset
Deferred tax assets

Valuation difference on available-for-salesecurities
Net deferred gains (losses) on derivatives
under hedge accounting

7,812,998

190,431
1,152

Land revaluation excess

19,058Remeasurements of defined benefit plans

8,973

86

Description

AmountDescription

AmountTotal accumulated other comprehensive
income219,616

Stock acquisition rights

208

Non-controlling interests

7,119

Total net assets
Total assets

8,544,797

Total liabilities and net assets

87

731,798
8,544,797

Consolidated Statement of Income at the End of the 119th Fiscal Year
(April 1, 2021–March 31, 2022)(In millions of yen)
Description

AmountOrdinary income

133,971

Interest and dividend income

75,698Interest on loans and discounts

48,852

Interest and dividends on securities

24,816

Interest on call loans and bills bought(0)Interest on deposits with banks

1,693

Other interest income

334

Trust fees

3

Fees and commissions

14,411Other operating income

36,656

Other income

7,201

Recoveries of written off receivables

569

Other

6,631

Ordinary expenses

95,731

Interest expenses

3,017Interest on deposits

1,468Interest on negotiable certificates of deposit

60

Interest on call money and bills soldInterest on payables under repurchaseagreements
Interest on payables under securities lendingtransactions
Interest on borrowings and rediscounts

17
70
78
239

Other interest expenses

1,082

Fees and commissions

5,032

Other operating expenses

30,522

General and administrative expenses

49,771Other expenses

7,387

Provision of reserve for loan losses

4,302

Other

3,085

Ordinary profit

38,239Extraordinary income

19

Gain on disposal of noncurrent assets

19

Extraordinary losses

482

Loss on disposal of noncurrent assets

60

Impairment losses
Provision of reserve for financial products
transaction liabilities
Income before income taxes

421
037,77688

Description

AmountIncome taxes - current

10,302

Income taxes - deferred

847

Total taxes

11,149ProfitProfit attributable to non-controlling interests

26,626

Profit attributable to owners of parent

26,417

208

This Notice of Convocation of the 119th Annual General Meeting of Shareholders is an English translation of
the Japanese version of the Notice of Convocation of the 119th Annual General Meeting of Shareholders.
Note that the Japanese version of the Notice of Convocation of the 119th Annual General Meeting of
Shareholders has attached to it an Independent Auditor’s Report with an unqualified opinion provided by KPMG
AZSA LLC with regard to the non-consolidated and consolidated financial statements prepared by The Iyo
Bank, Ltd. in accordance with the Companies Act of Japan.

89

Audit and Supervisory Committee’s Audit Report (duplicated copy)

Audit Report(English Translation)
The Audit and Supervisory Committee audited the performance of duties by the Directors for the 119th fiscal
year from April 1, 2021 to March 31, 2022, and hereby reports the method and results of the audit.
1. Summary of Auditing Methods
The Audit and Supervisory Committee received reports periodically from Directors and employees about
the details of Board of Directors’ resolutions concerning the matters set forth in Article 399-13, Paragraph
1, Item 1 (b) and (c), of the Companies Act, as well as the establishment and application of the internal
control system based on such resolutions, requested explanations as necessary, expressed opinions, andconducted audits by the following methods.
(i) In conformity with the Audit and Supervisory Committee Auditing Standards established by the
Audit and Supervisory Committee and in accordance with the audit policies, the allocation of duties,
and other matters, cooperating with the Bank’s Internal Audit Division and the internal control
division, each Audit and Supervisory Committee Member attended important meetings, received
reports on the status of performance of duties from Directors and employees, requested explanations
as necessary, examined important approval documents, etc., and inspected the status of the banking
affairs and assets of the head office and primary branches. Each Audit and Supervisory Committee
Member also sought to communicate and exchange information with Directors, Auditors and otherrelevant personnel of subsidiaries, and received reports on business from the subsidiaries asnecessary.
(ii) Each Audit and Supervisory Committee Member oversaw and verified whether the Accounting
Auditor maintained its independence and properly conducted its audit, received reports on the statusof performance of duties from the Accounting Auditor, and requested explanations as necessary.
Each Audit and Supervisory Committee Member was notified by the Accounting Auditor that it had
established a “system to ensure that the performance of duties of the Accounting Auditor wasproperly conducted” (the matters listed in the items of Article 131 of the Regulations on Corporate
Accounting) in accordance with the “Quality Control Standards for Audits” (Business Accounting
Council on October 28, 2005), and requested explanations as necessary.
Based on the above-described methods, each Audit and Supervisory Committee Member examined thebusiness report and the supplementary schedules thereto, the non-consolidated financial statements (nonconsolidated balance sheet, non-consolidated statement of income, non-consolidated statement ofchanges in net assets, and notes to non-consolidated financial statements) and the supplementaryschedules thereto, as well as the consolidated financial statements (consolidated balance sheet,consolidated statement of income, consolidated statement of changes in net assets, and notes toconsolidated financial statements), for the fiscal year under review.

902. Results of Audit(1)

Results of Audit of Business Report and Other Relevant Documents(i)

We acknowledge that the business report and the supplementary schedules thereto fairly present thestatus of the Bank in conformity with the applicable laws and regulations and the Articles ofIncorporation of the Bank.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any law or regulationor the Articles of Incorporation of the Bank was found with respect to the performance of duties by
the Directors.
(iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal control system
are appropriate. We did not find any matter to be mentioned with respect to the descriptions in thebusiness report and the performance of duties by the Directors concerning the internal control
system.

(2)

Results of Audit of Non-Consolidated Financial Statements and Supplementary Schedules
We acknowledge that the methods and results of audit performed by the Accounting Auditor, KPMG
AZSA LLC, are appropriate.

(3)

Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the Accounting Auditor, KPMG
AZSA LLC, are appropriate.

May 13, 2022
Audit and Supervisory Committee, THE IYO BANK, LTD.
Audit and Supervisory Committee Member Tetsuo Takeuchi
Audit and Supervisory Committee Member Kaname Saeki
Audit and Supervisory Committee Member Junko Miyoshi
Audit and Supervisory Committee Member Keiji Joko
Audit and Supervisory Committee Member Yuichi Ohashi
Audit and Supervisory Committee Member Yoriko Noma
Note:

Audit and Supervisory Committee Members Kaname Saeki, Junko Miyoshi, Keiji Joko, Yuichi
Ohashi, and Yoriko Noma are Outside Directors set forth in Article 2, Item 15 and Article 331,
Paragraph 6 of the Companies Act.

91