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 reside outsideof the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanesecourt 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 the transition
to a holding company structure, such as in the open market or through privately negotiated purchases.
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, the Japaneselanguage original shall prevail in all respects.

(Securities Code: 8385)
June 8, 2022
To Shareholders with Voting Rights:
Kenji Miyoshi
President
THE IYO BANK, LTD.
1, Minami-Horibata-cho,
Matsuyama-shi, Ehime, JapanNOTICE OF CONVOCATION OF
THE 119TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the 119th Annual General Meeting of Shareholders of THE IYO BANK, LTD.
(the “Bank”) will be held for the purposes as described below.
In light of preventing the infection of the new coronavirus, we request you to exercise your voting rights inadvance as much as possible in writing or via the Internet (Smart Exercise), etc. (pages 3-5), and request you torefrain from attending this Annual General Meeting of Shareholders wherever possible.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter) andexercise your voting rights by Tuesday, June 28, 2022 at 5:30 p.m. Japan time.
1. Date and Time:
2. Place:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time (The reception desk opens
at 9 a.m.)
4F Hall, Head Office of the Bank
1, Minami-Horibata-cho, Matsuyama-shi, Ehime

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 119th Fiscal Year (from April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the Bank’s 119th Fiscal Year (from
April 1, 2021 to March 31, 2022) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee
Proposals to be resolved:<Propositions by the Company (Proposals 1 to 4)>
Proposal No. 1: Partial Amendments to the Articles of Incorporation1

Proposal No. 2: Election of Seven (7) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of One (1) Director (Audit and Supervisory Committee Member)
Proposal No. 4: Establishment of Wholly Owning Parent Company Through Share Transfer<Propositions by the Shareholders (Proposals 5 to 7)>
Proposal No. 5: Partial Amendments to the Articles of Incorporation (Amendment to Article 1
Name of the Bank)
Proposal No. 6: Dismissal of Two (2) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members))
Proposal No. 7: Dismissal of Three (3) Directors (Audit and Supervisory Committee Members)
Proposals 5 to 7 are propositions by a shareholder (1 shareholder), and the Board of Directors
objects to each of these Proposals.

End◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎ The following matters are posted on the Bank’s website in accordance with laws and regulations and Article

15 of the Bank’s Articles of Incorporation, and are not provided with this Notice of Convocation.
1) Items regarding the Bank’s stock acquisition rights of the Business Report
2) Systems for Ensuring the Properness of Business Activities and Outline of the Operation of the Systemsof the Business Report3) Non-consolidated Statement of Changes in Net Assets
4) Notes to the Non-consolidated Financial Statements5) Consolidated Statement of Changes in Net Assets
6) Notes to the Consolidated Financial Statements
As a result, the attached documents of this Notice of Convocation are a subset of the Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements that were audited during
preparation of the Accounting Auditor’s Report by the Accounting Auditor and the Auditor’s Report by the
Audit and Supervisory Committee.
◎ Any revisions to the Business Report, the Non-consolidated Financial Statements, Consolidated
Financial Statements, and the Reference Documents for the General Meeting of Shareholders, will be
posted on the Bank’s website◎ Some matters on the Business Report to be reported in the meeting will be livestreamed on the Bank’s
website at a later date.
The Bank’s website: https://www.iyobank.co.jp/

2

3

4

5

Reference Documents for the General Meeting of Shareholders
Proposals and References
Propositions by the Company (Proposals 1 to 4)
Proposals 1 to 4 are propositions by the Company.
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reason for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Bank shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference documents for thegeneral meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Details of the amendments
Details of the amendments are as follows.
(Amended parts are underlined)
Proposed Amendment

Current Articles of Incorporation
Article 15. Internet Disclosure and Deemed
Provision of Reference Documents
for the General Meeting of
Shareholders, Etc.

(Deleted)

The Bank may, when convening a general
meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the Internet in accordance with theprovisions of laws and regulations(Newly established)

Article 15. Measures for Electronic Provision, Etc.
1. The Bank shall, when convening a general meetingof shareholders, provide information contained in
the reference documents for the general meeting ofshareholders, etc. electronically.

6

2. Among the matters to be provided electronically,
the Bank may choose not to include all or part ofthe matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.
(Newly established)

Supplementary provisions
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 15(Measures for Electronic Provision, Etc.) shallcome into effect on September 1, 2022, which isthe date of enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect toa general meeting of shareholders to be held on adate within six (6) months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six (6) months from the Effective
Date or the lapse of three (3) months from the dateof the general meeting of shareholders set forth in
the preceding paragraph, whichever is later.

7

Proposal No. 2:
Election of Seven (7) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
The term of office of all seven (7) Directors (excluding Directors Serving as Audit and Supervisory
Committee Members; the same applies throughout this proposal) will expire at the close of this Annual General
Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The Audit and Supervisory Committee has reviewed this proposal, and pursuant to the provisions of theCompanies Act, there are no particular matters of note to be stated.
The candidates for Directors are as follows:
No.

Name

Current positions in the Bank

1

Iwao Otsuka

Male

Reelection

Chairman2

Kenji Miyoshi

Male

Reelection

President (Representative Director)

3

Hiroshi Nagata

Male

Reelection

Managing Director

4

Kensei Yamamoto

Male

Reelection

Managing Director

5

Masamichi Ito

Male

Reelection

Managing Director

6

Hirohisa Senba

Male

Reelection

Managing Director, General Manager, BranchBanking Group

7

Koichi Kihara

Male

Newly electedManaging Executive Officer, Deputy General
Manager, Branch Banking Group

Reelection:
Newly elected:

Candidate for reelected Director
Candidate for newly elected Director

8

No.

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

Past experience, positions, responsibilities
and significant concurrent positions
April 1976
July 1995
August 1998
July 2000
June 2003
August 2006
June 2007
June 2008
June 2010
June 2011

June 2012
Term of office as
Director: 15 years (at April 2020
April 2021
the close of this
General Meeting)

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

Number ofshares of the
Bank held

28,270 shares[Significant concurrent positions]

1

Attendance at Board Chairman, Ehime Industrial Promotion Foundationof Directors meetings: Chairman, the Matsuyama Corporation Association
Chairman, the Ehime Corporation Association
14/14 (100%)

Chairman, the City of Matsuyama Chamber of Commerce & Industry
Chairman, the Ehime Prefectural Federation of Chambers of Commerce andIndustry
Director (Audit and Supervisory Committee Member) (Outside), Shikoku
Electric Power Company, Incorporated

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

9

No.

Name
(Date of birth)

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

Kenji Miyoshi(December 18,
1959)[Male][Reelection]
Term of office as
Director: 5 years (atthe close of this
General Meeting)2

June 2015

June 2016

June 2017
June 2019
Attendance at Board
April 2020of Directors meetings:
14/14 (100%)

Joined the Bank
General Manager, Tsubaki Branch
Acting General Manager, Hiroshima Branch
General Manager, Osaka Kita Branch
General Manager, Funds Operation & Securities Division
Executive Officer, General Manager, General Planning
Division; General Manager, Subsidiaries & Affiliates
Department, General Planning Division; General
Manager, ICT Strategy Planning Department, General
Planning Division
Managing Executive Officer, General Manager, General
Planning Division; General Manager, Subsidiaries &Affiliates Department, General Planning Division;
General Manager, ICT Strategy Planning Department,
General Planning Division
Managing Executive Officer, Deputy General Manager,
Branch Banking GroupManaging Director
Senior Managing Director (Representative Director)
President (Representative Director) (current position)

Number ofshares of the
Bank held

22,400 shares[Responsibilities]
General Secretariat
Tokyo Representative OfficeInternal Audit Division[Significant concurrent positions]
Chairman, Ehime Bankers Association

Reasons for selection as a candidate for Director:
Mr. Kenji Miyoshi has a wealth of operational experience as General Manager of sales branches, in the planning division,
the sales division, and the financial market division, etc., and is well-versed in the operations of banks. Additionally, he has
executed the corporate management in a precise, fair, and efficient manner as the President of the Bank, and by utilizing thiswealth of experiences and insights as Director, the Bank has judged that he is a person that can continue to contribute to theimprovement of corporate value of the Bank over the medium- to long-term, and has selected him as a candidate for
Director.
Other matters of note regarding the candidate for Director:
There are ordinary finance transactions between the Bank and the Ehime Bankers Association, where Mr. Kenji Miyoshi hasa significant concurrent position.

10

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1987
August 2007
February 2011
August 2013
Hiroshi Nagata
February 2015
(January 22, 1963)
June 2016[Male][Reelection]

June 2017

Term of office as
Director: 1 year (at theJune 2019close of this General
Meeting)3

June 2021

Attendance at Boardof Directors meetings:[Responsibilities]
11/11 (100%)

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

Number ofshares of the
Bank held

10,303 shares

General Planning Division
Public Relations & CSR Office
Human Resources Division
Funds Operation & Securities Division

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

11

No.

Name
(Date of birth)

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

Kensei Yamamoto(December 26,
1962)[Male][Reelection]

May 2015
June 2015
June 2017

Term of office as
Director: 2 years (atthe close of this
General Meeting)
4

August 2018
Attendance at Boardof Directors meetings: June 2020
14/14 (100%)

June 2021

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

Number ofshares of the
Bank held

16,600 shares[Responsibilities]
General Affairs Division
Risk Management Division
Customer Satisfaction Enhancement OfficeCompliance Division
Reasons for selection as a candidate for Director:
Mr. Kensei Yamamoto has a wealth of operational experience as General Manager of sales branches, in the sales division,
the risk management division, etc., and is well-versed in the operations of banks. By utilizing this wealth of experiences andinsights as Director, the Bank has judged that he is a person that can continue to contribute to the improvement of corporate
value of the Bank over the medium- to long-term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Kensei Yamamoto and the Bank.

12

No.

Name
(Date of birth)
Masamichi Ito(December 13,
1961)[Male][Reelection]

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

Term of office as
Director: 1 year (at theclose of this General June 2021
Meeting)5

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

Number ofshares of the
Bank held

12,291 shares

Attendance at Board Credit Divisionof Directors meetings: Ship Finance Division
Customer Loan Center
11/11 (100%)
Reasons for selection as a candidate for Director:
Mr. Masamichi Ito has a wealth of operational experience as General Manager of sales branches and in the credit division,etc., and is well-versed in the operations of banks. By utilizing this wealth of experiences and insights as Director, the Bank
has judged that he is a person that can continue to contribute to the improvement of corporate value of the Bank over the
medium- to long-term, and has selected him as a candidate for Director.
Other matters of note regarding the candidate for Director:
There are no special interest relationships between Mr. Masamichi Ito and the Bank.

13

No.

Name
(Date of birth)

Hirohisa Senba(October 7, 1965)[Male][Reelection]

Past experience, positions, responsibilities
and significant concurrent positions
April 1988
April 2009
August 2011
June 2014
October 2016
August 2017
June 2018
June 2019

Term of office as
Director: 1 year (at the June 2020
close of this General
Meeting)6June 2021
Attendance at Boardof Directors meetings:[Responsibilities]
11/11 (100%)

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

Number ofshares of the
Bank held

6,376 shares

Branch Banking Group (Business Marketing Division, Corporate Consulting
Division, Personal Consulting Division, Customer Support Center,
International Division, Regional Vitalization Division)

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

14

No.

Name
(Date of birth)
Koichi Kihara(June 7, 1966)[Male][Newly elected]
Term of office as
Director: –7

Past experience, positions, responsibilities
and significant concurrent positions
April 1989
August 2008
August 2009
August 2011
March 2014
February 2016
August 2018
June 2019

Attendance at Board June 2020of Directors meetings:
June 2021–

Joined the BankManager, General Planning Division
Manager, General Secretariat Section
General Manager, General Secretariat
Acting General Manager, Imabari Branch
General Manager, Shinjuku Branch
General Manager, Corporate & Retail Banking Planning
Division
Executive Officer, General Manager, Corporate & Retail
Banking Planning Division
Managing Executive Officer, General Manager, Corporate& Retail Banking Planning Division
Managing Executive Officer, Deputy General Manager,
Branch Banking Group (current position)

Number ofshares of the
Bank held

3,705 shares

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

Note on candidates for Directors:
The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures
all Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to coverdamages that may arise from the insured directors assuming liability in connection with the execution of theirduties or through receiving claims pertaining to the pursuit of such liability (the insurance premiums are paidby the Bank). Provided, however, that there are certain exemptions: for example, damages caused as a result of
knowingly engaging in conduct that is in violation of laws and regulations shall not be covered. The candidates
for reelected Directors in Proposal No. 2 are already insured under the insurance contract. If their reelection isapproved, these candidates will remain insured. If the candidate for newly elected Director is approved, he will
be included in the insured directors under the insurance contract. The Bank intends to renew the D&O Insurance
contract on August 1, 2022.

15

Proposal No. 3: Election of One (1) Director (Audit and Supervisory Committee Member)
The term of office of one (1) Director (Audit and Supervisory Committee Member) will expire at the closeof this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Director (Audit andSupervisory Committee Member) is proposed.
We have obtained the approval of the Audit and Supervisory Committee for this proposal.
The candidate for Director (Audit and Supervisory Committee Member) is as follows:
Number of
Name
Past experience, positions, responsibilities
sharesof the(Date of birth)and significant concurrent positions
Bank held
Junko Miyoshi
October 1986
Joined Ability Center inc.
(December 8, 1947) August 1987
Representative Senior Managing Director, Ability
Center inc.
[Female]October 1990
President and Representative Director, Ability Center[Reelection]inc.
[Outside]
June 2016
Director (Audit and Supervisory Committee[Independent]
Member), the Bank (current position)
June 2018
Chairman, Ability Center inc. (current position)
Term of office as
Outside Director: 6
years (at the close of [Significant concurrent positions]this General Meeting) Chairman, Ability Center inc.

10,100 shares

Attendance at Boardof Directors meetings:
14/14 (100%)
Attendance at Audit
and Supervisory
Committee meetings:
15/15 (100%)
Reasons for selection as a candidate for Outside Director and outline of the expected roles:
1. Ms. Junko Miyoshi has been engaged in the management of Ability Center inc. for many years, and has a wealth ofexperience and high-level insight on corporate management. As an Outside Director, she has properly fulfilled herrole of supervising the business execution by actively giving advice in the Board of Directors meetings, thereby
contributing to constructive discussions and effectiveness enhancement.
2. For the reason above, the Bank has selected her as a candidate for Outside Director in the expectation that her
supervision and advice primarily in the view of business strategies, risk management, and diversity and inclusion
promotion will continue to contribute to the improvement of corporate value of the Bank over the medium- to longterm.
Other matters of note regarding the candidate for Director:
1. There are ordinary finance transactions between the Bank and Ability Center inc., where Ms. Junko Miyoshi serves
as Chairman. Additionally, although the Group concluded a temporary staffing agreement with Ability Center inc.,the amount of the transactions is less than 2 % of the Bank’s ordinary revenue and the company’s net sales, and she
satisfies the standards of independence for Outside Directors of the Bank (page 18).
2. The Bank registered Ms. Junko Miyoshi as an Independent Director (Outside Director) with Tokyo Stock Exchange, Inc.
3. The Bank concluded a liability limitation agreement with Ms. Junko Miyoshi based on Article 427, Paragraph 1 of
the Companies Act. The limit of liability for Directors (Audit and Supervisory Committee Members) under said
agreement is the minimum liability amount stipulated by laws and regulations. If Ms. Junko Miyoshi is reappointed
as Director (Audit and Supervisory Committee Member), the Bank plans to continue the liability limitationagreement with her.
4. The Bank has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract that insures all
Directors with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act to cover damages
that may arise from the insured directors assuming liability in connection with the execution of their duties or
through receiving claims pertaining to the pursuit of such liability (the insurance premiums are paid by the Bank).
Provided, however, that there are certain exemptions: for example, damages caused as a result of knowingly
engaging in conduct that is in violation of laws and regulations shall not be covered. Ms. Junko Miyoshi is alreadyinsured under the insurance contract. If her reelection is approved, she will remain insured. The Bank intends torenew the D&O Insurance contract on August 1, 2022.

Reelection:
Outside:Candidate for reelected Director
Candidate for Outside Director
16Independent:

Independent Director for notification to Tokyo Stock Exchange, Inc.

17

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

Name
Tetsuo Takeuchi

Male

Kaname Saeki

Male

OutsideIndependent

Junko Miyoshi

FemaleOutsideIndependent

Keiji Joko

Male

OutsideIndependent

Yuichi Ohashi

Male

OutsideIndependent

Yoriko Noma

FemaleOutsideIndependent

Outside:Independent:

Current positions in the Bank, etc. andsignificant concurrent positions
Director (Audit and Supervisory Committee Member)
Director (Audit and Supervisory Committee Member)(Outside), Daiki Axis Co., Ltd.
Director (Audit and Supervisory Committee Member)
Director and Advisor, IYOTETSU Group Co., Ltd.
Representative Director and Chairman, Matsuyama
Development Co., Ltd.
Director (Audit and Supervisory Committee Member)
Chairman, Ability Center inc.
Director (Audit and Supervisory Committee Member)
Director (Audit and Supervisory Committee Member)
Director, Minamimatsuyama Hospital Eye Center,
Social Medical Corporation Jinyuukai
Director (Audit and Supervisory Committee Member)Partner, Miyakezaka Sogo Law Offices
Audit & Supervisory Board Member (Outside), AJIS
Co., Ltd.
Director (Outside), Wellco Holdings Co., Ltd.

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

* The term of office of Directors (Audit and Supervisory Committee Members) is two (2) years. Mr.
Tetsuo Takeuchi, Mr. Kaname Saeki, Mr. Keiji Joko, Mr. Yuichi Ohashi, and Ms. Yoriko Noma were
elected and assumed office at the 118th Annual General Meeting of Shareholders held in June 2021.

18

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

19

(Reference) Skills Matrix
Skills deemed necessary for basic management activities
Business strategies
Those who possess knowledge and experience of corporate management and are capable of making
and corporate
appropriate decisions about business strategies.
management
Those who possess knowledge and experience in the sales planning and promotion division and areMarketingcapable of making appropriate decisions about sales strategies.
Personnel affairs
Those who possess knowledge and experience of personnel affairs and are capable of making
and talentappropriate decisions about personnel management initiatives.
development
Those who possess knowledge and experience of dealing with various risks and are capable of
Risk management
managing risks in corporate management.
Finance andThose who possess knowledge and experience of finance and accounting and are capable of managing
accounting
financial conditions and operating results.
Law and legal
Those who possess advanced expertise on corporate legal affairs and are capable of supervising legality
affairsof decision-making for business execution.
Bank-specific skills
Asset management
and international
affairs
Corporate
screeningThose who possess knowledge and experience of managing securities and dealing with international
affairs and are capable of making appropriate decisions.
Those who possess knowledge and experience of corporate screening and are capable of making
appropriate credit decisions.

Skills to become increasingly important
Digital and ICT

Directors (Audit and Supervisory
Committee Members)

Directors Not Serving as Audit andSupervisory Committee Members

Candidate nameThose who possess knowledge and experience of digital technologies and ICT strategies to drive BPR
or achieve other objectives.

Businessstrategies andMarketingcorporate
management

Asset
Personnel
management
affairs andRiskandtalentmanagement
international
development
affairs

Corporate
screening

Digital and
ICT

Finance and Law and legal
accounting
affairs

Iwao Otsuka

●

●

●

●

Kenji Miyoshi

●

●

●

●

●

●

●

Hiroshi Nagata

●

●

●

●

●

Kensei Yamamoto

●

●

●

●

●

Masamichi Ito●●

Hirohisa Senba●●

Koichi Kihara●●

Tetsuo Takeuchi

●

●

●

Kaname Saeki

●

●

●

●

Junko Miyoshi

●

●

●

●

Keiji Joko

●

●

●

Yuichi Ohashi

●

●

●

Yoriko Noma

●

●
●

●

●

●

●

* The above matrix is not an exhaustive list of the knowledge and experience possessed by each Director.

20●

Proposal No. 4:

Establishment of Wholly Owning Parent Company Through Share Transfer

At the meeting of the Board of Directors of the Bank held on May 13, 2022, the Bank resolved to establish“Iyogin Holdings, Inc.” (the “Holding Company”) as a wholly owning parent company by method of a sole
share transfer (the “Share Transfer”), with the effective date of October 3, 2022 (scheduled), after having
prepared a share transfer plan concerning the Share Transfer (the “Share Transfer Plan”).
This proposal requests the approval of shareholders for the Share Transfer Plan, and the reasons for conducting
the Share Transfer and the details of the Share Transfer Plan, etc. are as follows.

1.

Reason, Purpose, etc. for Conducting the Share Transfer(1) Reason and purpose
The Bank defined the meaning of its existence in its corporate credo as “creating a bright andprosperous future for the region,” and has made efforts to stabilize regional financing and stimulate
the local economy through the expansion, etc. of finance-related services by merging with Toho
Mutual Bank and Fuji Savings Credit Union and establishing group subsidiaries for leasing services
and securities services, etc.
While doing so, the business environment surrounding regional financial institutions has changed
greatly due to circumstances such as the normalization of a low-interest policy, changes in spending
behavior, changes to the social structure such as a decrease in population, and the diversification andenhancement of customer needs in conjunction with progressing digitalization; the Bank is seeking to
improve corporate value as a group, grounded on the importance of sustainability and in light of the
impact of the COVID-19 pandemic, and it recognizes that it faces the task of changing its businessmodel to contribute to growth in the local economy.
Therefore, the Bank established its long-term vision to become a “corporate group continuing to create
and provide new value” in its Fiscal 2021 Medium-Term Management Plan that commenced in April
last year, further deepening and evolving the “Digital-Human-Digital model”* it has been pursuing,
and worked as a group to transform its business model.
Now, in order to further move forward with this transformation, Bank has decided to transition to aholding company structure with the objective of striving to expand its fields of business in light ofrelaxation of regulations, working on enhancing group governance by strengthening business
management functions, and maximizing group synergies.
With the transition to a holding company structure, the Bank will strive to grow the Iyogin groupsustainably and improve its corporate value by promoting changes in employee and officer awarenessand behavior, and creating a structure that can respond as a cohesive group to diversified and enhanced
customer needs, with the aim of earning the unwavering trust of its shareholders, customers, local
residents, and employees, which in turn will contribute to the realization of a sustainable society.

*
Focusing on customer service by utilizing digital technology to expand points of contact with customers andthoroughly streamline administrative procedures.
21

(2) Procedure for transition to a holding company structure
The Bank plans to transition to a holding company structure through the following method.

Step 1: Establishment of the Holding Company through a sole share transfer
The Holding Company will be established through the Share Transfer effective October 3, 2022, pursuant
to which the Bank will become a wholly owned subsidiary of the Holding Company.

Iyogin Holdings, Inc.
株式会社いよぎんホールディングス（持株会社）(Holding
Company)
Iyogin Credit
Guarantee Company Limited
いよぎん保証株式会社

株式会社伊予銀行
The Iyo Bank, Ltd.

IyoginBusiness Service Company Limited
いよぎんビジネスサービス株式会社

IyoginCapital Company Limited
いよぎんキャピタル株式会社

Seven consolidated
subsidiaries (Note) 1
連結子会社７社
Two non-consolidated non-equity method
持分法非適用の非連結子会社２社
subsidiaries (Note) 2

株式会社いよぎん地域経済研究センター
IyoginRegional Economy Research Center, Inc.
株式会社いよぎんディーシーカード
Iyogin DC Card Co., Ltd.
いよぎんリース株式会社
IyoginLeasing Company Limited
株式会社いよぎんコンピュータサービス
Iyogin Computer Service Company Limited
四国アライアンス証券株式会社
Shikoku
Alliance Securities Co., Ltd.
Iyogin Challenge&Smile Co., Ltd.
株式会社いよぎんChallenge＆Smile

Four持分法非適用の関連会社４社
non-equity method affiliates (Note) 3(Note) 1 The seven consolidated subsidiaries are Iyogin Venture Fund Corporation Limited IV, Iyogin Venture
Fund Corporation Limited V, Iyogin Venture Fund Corporation Limited VI, Iyo Evergreen Sixtiary
Industrialization Support Fund Investment Business Limited Partnership, Iyo Evergreen Agriculture
Support Fund Investment Business Limited Partnership, Iyo Evergreen Agriculture Support Fund II
Investment Business Limited Partnership, and Iyo Evergreen Business Succession Support Fund
Investment Business Limited Partnership.
(Note) 2 The two non-consolidated non-equity method subsidiaries are Iyogin-Ehime University OriginatedVenture Support Fund Investment Business Limited Partnership and Iyo Evergreen Business Succession
Support Fund II Investment Business Limited Partnership.
(Note) 3 The four non-equity method affiliates are Iyogin REVIC Investments Company Limited, Shikoku
Alliance Capital Co., Ltd, Ozu Machidukuri Fund, and Shikoku Brand Co., Ltd.

22

Step 2: Reorganization of group operating companies
After the establishment of the Holding Company, the Bank’s seven consolidated subsidiaries (i.e., Iyogin
Credit Guarantee Company Limited, Iyogin Capital Company Limited, Iyogin Regional Economy
Research Center, Inc., Iyogin DC Card Co., Ltd., Iyogin Leasing Company Limited, Iyogin Computer
Service Company Limited, and Shikoku Alliance Securities Co., Ltd.) are expected to be reorganized with
the Holding Company as the direct equity holding company, with a view to strengthen cooperation, etc.
within the group, through the payment in kind to the Holding Company of all of the shares held by the
Bank, and other methods.
Iyogin Holdings, Inc.
株式会社いよぎんホールディングス（持株会社）(Holding
Company)

The Iyo Bank, Ltd.
株式会社伊予銀行

Iyogin Business Service Company Limited
いよぎんビジネスサービス株式会社

Iyoginいよぎん保証株式会社
Credit Guarantee Company Limited

Iyogin Challenge&Smile Co., Ltd.
株式会社いよぎんChallenge＆Smile

いよぎんキャピタル株式会社
Iyogin Capital Company Limited

持分法非適用の関連会社４社
Four non-equity method affiliates

Seven連結子会社７社
consolidated subsidiaries
Two non-consolidated non-equity method

持分法非適用の非連結子会社２社
subsidiaries
株式会社いよぎん地域経済研究センター
Iyogin Regional Economy Research Center, Inc.
株式会社いよぎんディーシーカード
Iyogin DC Card Co., Ltd.
IyoginLeasing Company Limited
いよぎんリース株式会社

株式会社いよぎんコンピュータサービス
Iyogin Computer Service Company Limited
Shikoku Alliance Securities Co., Ltd.
四国アライアンス証券株式会社(3) Other matters
The Holding Company will be established as a company with an audit and supervisory committee,
and will further enhance its corporate governance by reinforcing the supervisory function of the boardof directors and the audit function of the audit and supervisory committee.
As a result of the Share Transfer, the Bank will become a wholly owned subsidiary of the Holding
Company, so the shares of the Bank will be delisted. However, we plan to apply to list the Holding
Company shares that will be delivered to all shareholders as consideration for the Bank’s shares on
the Prime Market of the Tokyo Stock Exchange, Inc. (“TSE”). The listing date is subject to review by
TSE, but is planned for October 3, 2022, which is the date of registration of establishment of theHolding Company (the effective date of the Share Transfer), and we intend to effectively maintain thelisting of shares.
23

2.

Summary of the Content of the Share Transfer Plan
The details of the Share Transfer Plan are as described in the “Share Transfer Plan (Copy)” below.
Share Transfer Plan (Copy)

The Iyo Bank, Ltd. (the “Bank”) establishes the following share transfer plan (the “Plan”) upon carrying out ashare transfer in order to establish a wholly owning parent company incorporated in a share transfer (the“Holding Company”) with the Bank as the wholly owned subsidiary thereof.
Article 1

Share Transfer

In accordance with the provisions of the Plan, the Bank shall engage in a share transfer (the “Share Transfer”)
by causing the Holding Company to acquire all of the issued shares of the Bank on the Holding Company
Incorporation Date (defined in Article 7) by the method of a sole share transfer.
Article 2

Holding Company Purpose, Trade Name, Location of Head Office, Total Number ofAuthorized Shares and Other Matters Specified in Articles of Incorporation

2.1

The Holding Company purpose, trade name, location of head office, and total number of authorizedshares shall be as follows.
(1)

PurposeThe purpose of the Holding Company shall be as described in Article 2 of Exhibit 1: Iyogin
Holdings, Inc. Articles of Incorporation.

(2)

Trade name
The trade name of the Holding Company shall be Iyogin Holdings, Inc.

(3)

Location of the head office
The location of the head office of the Holding Company shall be in Matsuyama-shi, Ehime, with
its address being 1 Minami-Horibata-cho, Matsuyama-shi, Ehime.

(4)

Total number of authorized shares
The total number of authorized shares of the Holding Company is 600 million shares.

2.2

In addition to the matters specified in the preceding paragraph, matters specified in the Articles ofIncorporation of the Holding Company shall be as described in Exhibit 1: Iyogin Holdings, Inc. Articles
of Incorporation.

Article 3

Names of the Directors and Accounting Auditor at the Time of Incorporation of the Holding
Company

3.1

The names of the directors at the time of incorporation of the Holding Company (excluding directors at
the time of incorporation who are audit and supervisory committee members at the time of incorporation)
are as follows.
(1)

Iwao Otsuka, Director(2)

Kenji Miyoshi, Director
24

3.2

(3)

Hiroshi Nagata, Director(4)

Kensei Yamamoto, Director

The names of directors at the time of incorporation of the Holding Company who are audit andsupervisory committee members at the time of establishment are as follows.

3.3

(1)

Tetsuo Takeuchi, Director(2)

Junko Miyoshi, Outside Director(3)

Keiji Joko, Outside Director(4)

Yoriko Noma, Outside Director

The name of the accounting auditor at the time of incorporation of the Holding Company is as follows.
KPMG AZSA LLC

Article 4
4.1

Shares to be Delivered at the Time of the Share Transfer and Their Allocation

At the time of the Share Transfer, the Holding Company will deliver to the Bank’s shareholders
immediately before the point in time that it acquires all of the issued shares of the Bank (the “ReferenceTime”), in place of the common stock of the Bank that they hold, common shares of the Holding
Company in a number equivalent to the total number obtained by multiplying the total number ofcommon shares issued by the Bank at the Reference Time by one.

4.2

The Holding Company shall allocate the common shares of the Holding Company to be delivered
pursuant to the provisions of the preceding paragraph to the shareholders of the Bank at the ReferenceTime at the ratio of one common share of the Holding Company for each common share of the Bank heldby a shareholder.

Article 5

Matters Concerning the Capital and Reserves of the Holding Company

The amounts of capital and reserves at the time of incorporation of the Holding Company shall be as follows.
(1)

Amount of stated capital
20.0 billion yen(2)

Amount of capital reserve
5.0 billion yen(3)

Amount of retained earnings reserve
0 yen

Article 6
6.1

Share Options to be Delivered at the Time of the Share Transfer and Their Allocation

At the time of the Share Transfer, the Holding Company shall deliver to the share option holders of eachof the share options issued by the Bank listed in Column 1 from (1) to (7) in the table below at theReference Time, in exchange for the Bank’s share options that they respectively hold, the Holding
Company share options listed in Column 2 in the same number as total number of those share options of
the Bank at the Reference Time.

25

Column 1
Column 2
Name
Description
Name
Description
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(i)First Share Options
Exhibit 2-(i)-1
First Share Options
Exhibit 2-(i)-2
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(ii)
Second Share Options
Exhibit 2-(ii)-1
Second Share Options
Exhibit 2-(ii)-2
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(iii)
Third Share Options
Exhibit 2-(iii)-1
Third Share Options
Exhibit 2-(iii)-2
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(iv)
Fourth Share Options
Exhibit 2-(iv)-1
Fourth Share Options
Exhibit 2-(iv)-2
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(v)
Fifth Share Options
Exhibit 2-(v)-1
Fifth Share Options
Exhibit 2-(v)-2
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(vi)
Sixth Share Options
Exhibit 2-(vi)-1
Sixth Share Options
Exhibit 2-(vi)-2
The Iyo Bank, Ltd.
Described in
Iyogin Holdings, Inc.
Described in(vii)
Seventh Share Options
Exhibit 2-(vii)-1
Seventh Share Options
Exhibit 2-(vii)-2Note: The above-mentioned Exhibit 2 is included in the Appendix to the Reference Documents for the Noticeof Convocation of the 119th Annual General Meeting of Shareholders.
6.2

At the time of the Share Transfer, the Holding Company shall allocate to holders of the Bank’s shareoptions at the Reference Time respectively one share option listed in Column 2 for each share option
listed in Column 1 from (1) to (7) in the table in the preceding paragraph held thereby.

Article 7

Incorporation Date of the Holding Company

The date on which the incorporation of the Holding Company is to be registered (the “Holding Company
Incorporation Date”) shall be October 3, 2022; provided, however, that the Holding Company Incorporation
Date may be changed by resolution of the board of directors of the Bank as necessary depending on the progressof the Share Transfer procedures or if necessary for other reasons.
Article 8

General Meeting of Shareholders to Approve the Plan

The Bank shall convene an annual general meeting of shareholders on June 29, 2022 and request approval of
the Plan and resolutions on matters necessary for the Share Transfer; provided, however, that the date of suchgeneral meeting of shareholders may be changed by resolution of the board of directors of the Bank as necessary
depending on the progress of the Share Transfer procedures or if necessary for other reasons.
Article 9

Stock Exchange of Listing for the Holding Company

The Holding Company intends to list the common shares that it issues on the Prime Market of the Tokyo Stock
Exchange, Inc. on the Holding Company Incorporation Date.
Article 10

Holding Company’s Shareholder Register Administrator

The Holding Company’s shareholder register administrator will be Sumitomo Mitsui Trust Bank, Limited.
Article 11

Retirement of Treasury Shares26

By a resolution of a meeting of the board of directors held no later than the day before the Holding Company
Incorporation Date, the Bank shall retire those treasury shares held by the Bank to the extent practically feasible(including treasury shares acquired by purchasing shares pertaining to the exercise of the right to request sharepurchase as stipulated in Article 806(1) of the Companies Act which shall be exercised upon the Share Transfer)no later than the Reference Time.
Article 12

Effect of the Plan

If the general meeting of shareholders of the Bank prescribed in Article 8 does not approve the Plan and resolve
the matters necessary for the Share Transfer, or if the approvals and authorizations, etc. by relevant government
agencies prescribed in domestic and foreign laws and regulations regarding the Share Transfer (including, but
not limited to, the approval provided for in Article 52-17 of the Banking Act regarding the Share Transfer) are
not obtained by the Holding Company Incorporation Date, or if the Share Transfer is suspended based on thefollowing article, the Plan shall cease to be effective.
Article 13

Changes, etc., to the Plan

If there is a significant change in the Bank’s assets or business conditions due to a natural disaster or otherreason between the preparation of the Plan and the Holding Company Incorporation Date, if there is a serious
hindrance to the execution of the Share Transfer, or if it becomes difficult to achieve the purpose of the Plan,
the terms of the Share Transfer or other details of the Plan may be changed or the Share Transfer may besuspended by a resolution of the board of directors of the Bank.
Article 14

Matters Not Provided

In addition to the matters stipulated in the Plan, the Bank’s board of directors will determine the mattersnecessary for the Share Transfer in accordance with the purpose of the Share Transfer.

May 13, 2022
1 Minami-Horibata-cho,
Matsuyama-shi, Ehime
The Iyo Bank, Ltd.
President Kenji Miyoshi

27

Share Transfer Plan Exhibit 1
Iyogin Holdings, Inc. Articles of Incorporation
Chapter 1
Article 1

General Provisions

Trade Name

The name of the Company shall be Iyogin Holdings, Inc.
Article 2

PurposeThe purpose of the Company is to carry out the following business as a bank holding company.
(1)

Management and operation of banks and other companies that may be made subsidiaries pursuant
to the Banking Act, and any and all business incidental or related thereto; and(2)
Article 3

Other business that can be conducted by a bank holding company pursuant to the Banking Act.
Location of Head Office

The head office of the Company shall be located in Matsuyama-shi, Ehime.
Article 4

OrgansThe Company shall have the following organs in addition to the general meeting of shareholders and directors.
(1)

Board of directors(2)

Audit and supervisory committee(3)

Accounting auditor

Article 5

Method of Public Notice

Company will give public notice by electronic public notice; provided, however, that if public notice byelectronic public notice is not possible due to an accident or other unavoidable grounds, public notice will be
published in the Ehime Shimbun and the Nikkei Keizai Shimbun.
Chapter 2
Article 6

SharesTotal Number of Authorized Shares

The Company’s total number of authorized shares is 600 million shares.
Article 7

Acquisition of Treasury Shares

Pursuant to the provisions of Article 165(2) of the Companies Act, the Company may acquire treasury sharesthrough market transactions, etc. by a resolution of the board of directors.
Article 8

Number of Shares per Unit

The number of shares in a unit of shares of the Company is 100 shares.
Article 9

Rights regarding Shares of Less than One Unit
28

A shareholder of the Company may not exercise rights other than those listed below with respect to shares heldby the shareholder of less than one unit.
(1)

The rights listed in each subparagraph of Article 189(2) of the Companies Act;(2)

The right to make a demand pursuant to the provisions of Article 166(1) of the Companies Act;(3)

The right to receive allocation of shares for subscription and allocation of share options forsubscription in proportion to the number of shares held by the shareholder; and(4)
Article 10

The right to make a demand as prescribed in the following article.
Additional Purchase of Shares of Less than One Unit

Pursuant to the provisions set forth in the Share Handling Rules that are prescribed by the board of directors, ashareholder who holds shares in the Company that are less than one unit may demand that the Company sellshares of a number sufficient to constitute a share unit when combined with the number of shares of less than
one unit held by that shareholder.
Article 11

Administrator of Shareholder Register11.1 The Company has a shareholder register administrator.
11.2 The shareholder register administrator and the place at which it handles its business will be determinedby resolution of the board of directors and stated in a public notice.
11.3 The preparation and keeping of the Company’s shareholder register and share option register and otheradministrative work concerning the shareholder register and share option registry will be delegated to theshareholder register administrator and will not be handled at the Company.
Article 12

Share Handling Regulations

The Company’s procedures for the exercise of shareholder’s rights and other handling and fees pertaining toshares shall be governed by the Share Handling Rules that are prescribed by the board of directors in addition
to law and regulation and these Articles of Incorporation.
Chapter 3
Article 13

General Meeting of Shareholders

Calling

The Company’s annual general meeting of shareholders is to be convened within three months from April 1 ofeach year, and extraordinary general meetings of shareholders are to be convened as necessary.
Article 14

Record Date for Annual General Meeting of Shareholders

The record date for voting rights at the Company’s annual general meeting of shareholders is March 31 eachyear.
Article 15

Convener and Chair

15.1 The president will convene and chair the general meeting of shareholders.
2915.2 If the president is unavailable or the position is vacant, another director will convene and chair the general
meeting of shareholders in accordance with the order stipulated in advance by a resolution of the boardof directors.
Article 16

Electronic Provision Measures, etc.

16.1 When convening the general meeting of shareholders, the Company shall provide by electronic means
the information contained in the reference documents for the shareholders meeting.
16.2 In the document to be delivered to shareholders who request issuance in writing by the record date forvoting rights, the Company may refrain from describing all or part of the matters specified by Ministryof Justice order that are matters for which electronic provision measures are taken.
Article 17

Method of Resolution

17.1 Except where otherwise provided by law or regulation or these Articles of Incorporation, a resolution of
the general meeting of shareholders shall be made by a majority of the voting rights of the shareholders
present at the meeting who are entitled to vote.
17.2 Resolutions prescribed in Article 309 (2) of the Companies Act shall be made by at least two-thirds ofthe voting rights of the shareholders present where shareholders holding at least one-third of the voting
rights that may be exercised are present.
Article 18

Exercising Voting Rights by Proxy18.1 A shareholder may act as proxy and exercise voting rights for another shareholder who has voting rights
in the Company.
18.2 The shareholder or proxy must submit a document certifying the proxy rights to the Company for eachgeneral meeting of shareholders.
Chapter 4
Article 19

Directors, Board of Directors, and Audit and Supervisory Committee

Number of Members

19.1 Number of directors other than directors who are audit and supervisory committee members shall be no
more than ten people.
19.2 Number of directors who are audit and supervisory committee members shall be no more than sevenpeople.
Article 20

Method of Election

20.1 Directors are elected at the general meeting of shareholders.
20.2 The election of directors pursuant to the provisions of the preceding paragraph shall be made separately
for directors who are audit and supervisory committee members and other directors.

30

20.3 A resolution for the election of directors shall require a majority of voting rights at a meeting where theshareholders holding no less than one-third of the voting rights of shareholders entitled to exercise voting
rights are present.
20.4 Resolutions to elect directors will not be made by cumulative vote.
Article 21

Term of Office21.1 The term of office of a director other than a director who is an audit and supervisory committee member
shall expire at the close of the annual general meeting of shareholders held with respect to the lastbusiness year ending within one year of the director’s election.
21.2 The term of office of a director who is an audit and supervisory committee member shall expire at theclose of the annual general meeting of shareholders held with respect to the last business year ending
within two years of the director’s election.
21.3 The term of office of a director who is an audit and supervisory committee member elected as a substitutefor a director who is an audit and supervisory committee member who resigned before expiry of theirterm of office shall be until the time of expiry of the term of office of the relevant resigned director who
is an audit and supervisory committee member.
Article 22

Executive Directors and Representative Director

22.1 By its resolution, the board of directors may appoint one person each as chairperson of the board,president, and other executive directors.
22.2 By its resolution, the board of directors may appoint the president as representative director, and may
also appoint a representative director from among other directors.
Article 23

Convenor of Board of Directors Meetings and Chairperson

23.1 The chairperson of the board of directors will convene and chair the board of directors meeting unlessotherwise provided in laws and regulations.
23.2 If the chairperson of the board of directors is unavailable or the position is vacant, another director will
convene and chair the board of directors meeting in accordance with the order stipulated in advance by aresolution of the board of directors.
Article 24

Delegation of Important Business Execution Decisions

Pursuant to the provisions of Article 399-13(6) of the Companies Act, the Company may delegate all or part ofimportant business execution decisions (excluding matters listed in the subparagraphs of Article 399-13(5) of
the Companies Act) to directors by resolution of the board of directors.
Article 25

Remuneration, etc.

25.1 Remuneration, bonuses, and other economic benefits directors receive as consideration for performanceof their duties (“Remuneration, etc.”) are established by a resolution of the general meeting ofshareholders.
3125.2 Remuneration, etc. of directors set forth in the preceding paragraph shall be determined separately fordirectors who are audit and supervisory committee members and other directors.
Article 26

Board of Directors Convocation Notices

Notice to convene the board of directors will be sent to each director no later than five days before the day ofthe meeting; provided, however, that this period may be shortened when urgently necessary.
Article 27

Omission of Resolution of Board of Directors

The Company shall deem a resolution of the board of directors to have been passed when the conditions set
forth in Article 370 of the Companies Act have been met.
Article 28

Board of Directors Meeting Rules

Matters concerning meetings of the board of directors will be governed by, in addition to laws and regulations
and these Articles of Incorporation, the Board of Directors Meeting Rules prescribed by the board of directors.
Article 29

Full-time Audit and Supervisory Committee Members

By its resolution, the audit and supervisory committee may appoint full-time audit and supervisory committee
members.
Article 30

Convocation notice for Audit and Supervisory Committee

Notice to convene the audit and supervisory committee will be sent to each audit and supervisory committee
member no later than five days before the day of the meeting; provided, however, that this period may be
shortened when urgently necessary.
Article 31

Audit and Supervisory Committee Rules

In addition to law and regulation and these Articles of Incorporation, matters relating to the audit and supervisorycommittee are governed by the Audit and Supervisory Committee Rules prescribed by the audit and supervisorycommittee.
Article 32

Agreement for Limitation of Liability

In accordance with the provisions of Article 427(1) of the Companies Act, the Company may enter into
agreements with directors (except for executive directors, etc.) to limit their compensation liability as provided
in Article 423(1) of the Companies Act; provided, however, that the maximum amount of compensation liability
pursuant to such agreements shall be the minimum liability amount stipulated in laws and regulations.
Chapter 5
Article 33

Accounts

Business YearThe business year of the company is one year from April 1 each calendar year to March 31 the following
calendar year.
32Article 34

Decision-making Body for Dividends of Surplus, etc.

Unless otherwise provided for in laws and regulations, the Company may determine the matters listed in eachsubparagraph of Article 459(1) of the Companies Act by a resolution of the board of directors.
Article 35

Record Dates of Dividends of Surplus

35.1 The record date for dividends of the Company at the end of a business year shall be March 31 each year.
35.2 The record date for the Company’s interim dividends shall be September 30 each year.
35.3 In addition to the preceding two paragraphs, the Company may stipulate a record date and carry out
dividends of surplus.
Article 36

Dividends Exclusion Period

If the dividend property is money, the company is released from its duty to make payment thereof if receipt is
not taken after the lapse of three full years from the payment commencement date.

33

Supplementary Provisions
Article 1

First Business Year

Notwithstanding the provisions of Article 33, the first business year of the Company shall be from the date ofincorporation of the Company to March 31, 2023.
Article 2
2.1

Initial Remuneration, etc., for Directors

Notwithstanding the provisions of Article 25, the total amount of Remuneration, etc. of directors(excluding directors who are audit and supervisory committee members) from the date of incorporationof the Company to the conclusion of the first annual general meeting of shareholders that is paid in cash
shall be no more than 330 million yen per year (not including the employee portion of salary for directors
concurrently serving as employees).

2.2

Notwithstanding the provisions of Article 25, the total amount of Remuneration, etc. of directors who areaudit and supervisory committee members from the date of incorporation of the Company to theconclusion of the first annual general meeting of shareholders that is paid in cash shall be no more than
85 million yen per year.

2.3

Notwithstanding the provisions of Article 25, the Remuneration, etc. for directors of the Company(excluding directors who are audit and supervisory committee members; the same below in thisparagraph) during the period from the date of incorporation of the Company to the date of the conclusionof the annual general meeting of shareholders to be held in June 2024 that is Remuneration, etc. basedon the stock-based remuneration system (the “System”) will be as follows. The Remuneration, etc. basedon the System shall be separate from the total amount of Remuneration, etc. stipulated in Paragraph 1 ofthis Article.
Furthermore, Remuneration, etc. for executive officers who have executed delegation agreements with
the Company, directors (excluding directors who are audit and supervisory committee members) of The
Iyo Bank, Ltd. (the “Bank”), and executive officers who have executed delegation agreements with the
Bank will be managed in an integrated manner under this System.
(1)

Outline of the System
The System is a stock-based remuneration system that makes use of a trust for which the Company
will be the settlor (the Company will succeed the status of settlor of the trust established by The
Iyo Bank, Ltd. before the incorporation of the Company; that trust, the “Trust”), whereby the Trust
acquires shares of the Company, and a number of shares of the Company equivalent to the numberof points granted to each director by the Company are delivered to each director through the Trust.
In principle, the timing of delivery of shares of the Company to a director shall be when the director(i)retires.
Eligible persons for the System(ii) Covered period(iii) Maximum amount of money to becontributed by the Company as funds

Directors other than directors who are audit andsupervisory committee members
From the date of incorporation of the Company to thedate of the conclusion of the annual general meetingof shareholders in June 2024
600 million yen in total
34

to acquire shares of the Company
necessary for delivery to the eligible
persons in (i) in the covered period in(ii)(iv) Method of acquiring shares of the
Disposition of treasury shares or acquisition from
Company
exchange markets (including off-floor trading)(v) Maximum total number of points to
120,000 points per business year (as described in
be granted to eligible persons in (i)(3)(i) and (ii) below)(vi) Standard for granting points
Granting of points according to position, etc.
(vii) Timing of delivery of shares of the
In principle, at the time of retirement
Company to eligible persons in (i)(2)
Maximum amount of money to be contributed by the Company
As funds for the acquisition of the shares of the Company necessary for delivery to directors under
the System, during the covered period set forth in (1)(ii) above, the Company will make acontribution of money up to a maximum total of 600 million yen as compensation for directors in
office during the covered period (either by additional entrustment by the Company to the Trust or,if there is money remaining in the Trust before incorporation of the Company, by settlement with
the Bank that is the initial settlor of the Trust). The Trust will use the money contributed by theCompany as funds to additionally acquire shares of the Company by method of disposition of theCompany’s treasury shares or by method of acquisition from exchange markets (including offfloor trading).
Note: If the Company additionally entrusts money to the Trust, the additional amount of moneythat will actually be entrusted to the Trust by the Company will be the combined amount of
the estimated amount of required expenses such as trust fees and trust administrator fees in
addition to the aforementioned funds to acquire shares of the Company. If a stock-based
remuneration system that is same as the System is also adopted with regard to executive
officers who have executed delegation agreements with the Company, directors (excluding
directors who are audit and supervisory committee members) of the Bank, and executive
officers who have executed delegation agreements with the Bank, the funds to acquire
shares of the Company necessary for delivery to those persons in accordance with such
system will be additionally entrusted together with the acquisition funds in (iii) above.
(3)

Method of calculation and upper limit of the number of shares of the Company to be delivered todirectors(i)

Method of granting points to directors, etc.
Based on the Stock Issuance Rules prescribed by the Company’s board of directors, theCompany will award points to each director according to the director’s position, etc. on the
point grant date stipulated in the Stock Issuance Rules during the trust period.
However, the total number of points to be awarded to eligible directors by the Company
shall be limited to 120,000 points per business year.

(ii)

Delivery of shares of the Company according to number of points granted
Each director will receive delivery of shares of the Company based on the number of points
granted as described in (i) above in accordance with the procedure described in (iii) below;
35

provided, however, that if the board of directors determines that a director’s acts are inbreach of laws and regulations or the bank’s regulations, etc., all or some of the points
granted until the time of such breach will be extinguished in accordance with the Stock
Issuance Rules and the director will not receive delivery of the shares in the Company that
correspond to the extinguished points.
One point shall correspond to one share of the Company; provided, however, that if an
event occurs with respect to the shares of the Company in which it is deemed reasonable toadjust the number of shares of the Company to be delivered, such as a share split or shareconsolidation, the number of shares of the Company per point will be adjusted inaccordance with such split ratio, consolidation ratio, etc.
(iii)

Delivery of shares of the Company to directors
Each director will, in principle, perform the prescribed procedures upon retirement, acquirea beneficial interest in the Trust, and receive the delivery of shares of the Company set forthin (ii) above from the Trust as a beneficiary of the Trust.
However, from among those shares, a certain percentage of the shares of the Company may
be sold and converted to cash within the Trust for the purpose of the Company withholding
tax payment funds such as income tax withholding, and then delivery made in cash in placeof shares of the Company. Furthermore, if the shares of the Company within the Trust areconverted into cash such as when shares of the Company within the Trust are subject to atender offer and settled, delivery may be made in cash in place of shares of the Company.

(4)

Exercise of voting rights
The voting rights pertaining to the shares in the Company within the Trust shall uniformly not be
exercised based on the instructions of the trust administrator, who is independent of the Company
and the directors of the Company.

(5)

Handling of dividends
Dividends pertaining to the shares of the Company within the Trust will be received by the Trustand will be allocated to the acquisition price of shares of the Company and the trust fees for thetrustee of the Trust, etc.

(6)

Other
Other matters and details regarding the System shall be determined by the Company’s board of
directors.

Article 3
3.1

Deletion of Supplementary Provisions

These Supplementary Provisions (excluding Article 2.3) shall be deleted at the close of the first annual
general meeting of shareholders after the incorporation of the Company.

3.2

Article 2.3 of these Supplementary Provisions shall be deleted at the time of termination of the System(or, if a proposal for change or continuation of the System is proposed at a general meeting ofshareholders of the Company, at the close of such general meeting of shareholders).
36

3.

Outline of Content of the Matters Listed in Each Subparagraph of Article 206 of the Regulations for
Enforcement of the Companies Act(1) Matters relating to adequacy of consideration for transfer of shares(i)

Matters related to the total number and allotment of considerationa.

Share transfer ratio
All shareholders of the Bank entered or recorded in the shareholder register of the Bank
immediately prior to the point in time that the Holdings Company acquires all of the issued
shares of the Bank pursuant to the Share Transfer (the “Reference Time”) will receive anallotment of one share of common stock of the Holding Company per share of common
stock of the Bank that they hold.

b.

Number of shares per unit
The Holding Company will adopt a share unit system, with one unit equaling 100 shares.

c.

Basis for calculation of the share transfer ratio
The Share Transfer will establish one wholly owning parent company of the Bank by the
Bank’s sole share transfer, and there will be no change in the shareholding structure of the
Bank or the Holding Company at the time of the Share Transfer. Therefore, with theprincipal concern that no disadvantage be caused to the shareholders of the Bank, eachshareholder will receive an allotment of one share of the common stock of the Holding
Company per share of the common stock of the Bank that it holds.

d.

Calculation result, calculation method, and calculation basis by a third party
Due to the reason mentioned in c. above, the share transfer ratio is not calculated by a third
party. Furthermore, the share transfer ratio stated above fundamentally does not entail afluctuation in share value, and is judged to be appropriate.

e.

Number of new shares to be delivered through transfer of shares (planned)
317,998,884 shares
However, if there is a change in the total number of issued shares of the Bank prior to the
Share Transfer taking effect, there will also be a change in the above number of new shares
to be delivered by the Holding Company. Because the treasury shares held by the Bank will
be retired by the Reference Time to the extent practically feasible, the number of treasury
shares held by the Bank as of March 31, 2022 (5,776,482 shares) is excluded from the newshares to be delivered in the above calculation. Furthermore, if the number of treasury shares
held by the Bank on March 31, 2022 has changed by the Reference Time, such as a case inwhich the Bank’s shareholders have exercised the right to request a purchase of shares, thenumber of new shares to be delivered by the Holding Company will change accordingly.

(ii) Matters concerning the amount of stated capital and reserves, etc.
The amounts of the stated capital and reserves of the Holding Company are established within
the scope of laws and regulations, and are judged to be appropriate in light of the purpose andscale of the Holding Company and the capital policy and the like after incorporation.
37

(2) Matters concerning the appropriateness of the provisions relating to share options issued upon thetransfer of shares
In the Share Transfer, since the content of the share options of the Holding Company to be delivered
to the share option holders of the Bank in exchange for the share options they hold is nearly equivalentcontent as the share options of the Bank, and since one Holding Company common share will beallotted for each Bank common share, the allocation to the Bank’s share option holders of one shareoption of the Holding Company for each share option of the Bank that they hold is judged to beappropriate.
(3) Matters concerning the wholly owned subsidiary company resulting from the transfer of sharesNo events have occurred after the last day of the most recent business year of the Bank that have amaterial impact on the status of corporate assets.

38

4.

Matters concerning persons who will be directors of the Holding Company (excluding directors who areaudit and supervisory committee members)
The persons who will be directors of the Holding Company (excluding directors who are audit andsupervisory committee members) are as follows.
Name(Date of birth)

Career summary, Position and Responsibilities in the Bank
(Status of material concurrent positions)Iwao Otsuka(Born: April 7, 1952)<<Career summary, Position and Responsibilities in the
Bank>>
April 1976
Joined the Bank
June 2007
Director and General Manager, Human
Resources Division
June 2008
Director, General Manager, Head Office,Business Department
June 2010
Managing Director, General Manager,
Branch Banking Group
June 2011
Representative Director, Senior
Managing Director
June 2012
Representative Director, President
April 2020
Representative Director, Chairman
April 2021
Chairman (current position)<<Status of material concurrent positions>>
Chairman, Ehime Industrial Promotion Foundation
Chairman, Matsuyama Corporation Association
Chairman, Ehime Corporation Association
Chairman, City of Matsuyama Chamber of Commerce &Industry
Chairman, Ehime Prefectural Federation of Chambers ofCommerce and Industry
Director and Audit and Supervisory Committee Member(outside), Shikoku Electric Power Co., Inc.

Number of
Number ofshares of theshares of theHolding
Bank held Company to be
allotted

28,270 shares 28,270 shares<<Reasons for nomination as director candidate>>
Mr. Iwao Otsuka, along with being involved in the overallmanagement of the Bank for many years, has a wealth ofexperience, and has deep knowledge of the overall
operations of banks. By utilizing these experiences andinsights as Director, the Bank has judged that he is aperson that can contribute to improvement of the corporate
value of the group over the medium- to long-term, and has
selected him as a candidate for Director.
Kenji Miyoshi(Born: December 18,
1959)<<Career summary, Position and Responsibilities in the
Bank>>
April 1982
Joined the Bank
June 2014
Executive Officer, General Manager,
General Planning Division;
22,400 shares 22,400 shares
General Manager, ICT Strategy Planning
Department, General Planning Division
June 2015
Managing Executive Officer, General
Manager, General Planning Division;

39June 2016
June 2017
June 2019
April 2020

Managing Executive Officer, Deputy
General Manager, Branch Banking
Group
Managing Director
Representative Director, Senior
Managing Director
Representative Director, President(current position)<<Status of material concurrent positions>>
Chairman, Ehime Bankers Association<<Reasons for nomination as director candidate>>
Mr. Kenji Miyoshi has a wealth of operational experience as
General Manager of sales branches, in the planning division,
the sales division, the financial market division, etc., and iswell-versed in the overall operations of banks. Additionally,
he has executed corporate management in a precise, fair, andefficient manner as the President of the Bank, and by
utilizing this wealth of experiences and insights as Director,
the Bank has judged that he is a person that can contribute toimprovement of the corporate value of the group over the
medium- to long-term, and has selected him as a candidate
for Director.
Hiroshi Nagata(Born: January 22,
1963)<<Career summary, Position and Responsibilities in the
Bank>>
April 1987
Joined the Bank
June 2017
Executive Officer, General Manager,
General Planning Division;
June 2019
Managing Executive Officer, General
Manager, General Planning Division:
June 2021
Managing Director (current position)<<Status of material concurrent positions>>
None

10,303 shares 10,303 shares<<Reasons for nomination as director candidate>>
Mr. Hiroshi Nagata has a wealth of operational experience inthe planning division, the financial market division, etc., andis well-versed in the overall operations of banks. By utilizing
this wealth of experiences and insights as Director, the Bank
has judged that he is a person that can contribute toimprovement of the corporate value of the group over the
medium- to long-term, and has selected him as a candidate
for Director.
Kensei Yamamoto(Born: December 26,
1962)<<Career summary, Position and Responsibilities in the
Bank>>
April 1985
Joined the Bank
June 2015
Executive Officer, General Manager,
Yawatahama Group;
June 2017Managing Executive Officer, Deputy
General Manager, Branch Banking
Group;
August 2018
Managing Executive Officer, General
Manager, Head Office, Business
Department40

16,600 shares 16,600 shares

June 2020
June 2021

Managing Executive Officer, General
Manager, Branch Banking GroupManaging Director (current position)<<Status of material concurrent positions>>
None<<Reasons for nomination as director candidate>>
Mr. Kensei Yamamoto has a wealth of operational experienceas General Manager of sales branches and in the sales
division, risk management division, etc., and is well-versedin the operations of banks. By utilizing this wealth ofexperiences and insights as Director, the Bank has judgedthat he is a person that can contribute to improvement of thecorporate value of the group over the medium- to long-term,and has selected him as a candidate for Director.
(Note) 1

2

3

The number of shares of the Bank held is stated based on the ownership status as ofMarch 31, 2022, and the number of shares of the Holding Company to be allotted isstated based on this ownership status, taking into account the share transfer ratio.
Therefore, the number of shares of the Holding Company actually allocated may change
depending on the ownership status up until just before the incorporation date of theHolding Company.
Notable matters regarding candidates for director (excluding directors who are audit andsupervisory committee members) are as follows:(1) The Bank conducts ordinary financial transactions with Ehime Industrial Promotion
Foundation, Matsuyama Corporation Association, Ehime Corporation Association,
City of Matsuyama Chamber of Commerce & Industry, Ehime Prefectural Federationof Chambers of Commerce and Industry, and Shikoku Electric Power Co., Inc., where
Mr. Iwao Otsuka has material concurrent positions.
(2) The Bank conducts ordinary financial transactions with Ehime Bankers Association,
where Mr. Kenji Miyoshi has a material concurrent position.
(3) No special conflict of interest exists between Mr. Hiroshi Nagata and Mr. Kensei
Yamamoto and the Bank, and there are no expected special conflicts of interest with
the Holding Company.
If this proposal is approved, the Holding Company plans to execute a directors andofficers liability insurance policy (D&O insurance) prescribed in Article 430-3(1) of theCompanies Act with an insurance company, with all directors as the insured. Under that
insurance policy, the insured is compensated pursuant to that insurance policy for any
damage that may arise due to the insured bearing liability in relation to his or her
execution of duties or being subject to a claim pursuing that liability (the Holding
Company bears all insurance premiums). However, there are certain grounds for
exemption, such as not being compensated for damage arising out of an act recognized by
the insured as an act that is in violation of laws and regulations. If a candidate to be newly
appointed at the Holding Company is approved for appointment, he or she will become
an insured under the insurance policy.

41

5.

Matters concerning persons who will be directors who will be audit and supervisory committee membersof the Holding Company
The persons who will be directors who are audit and supervisory committee members of the Holding
Company are as follows.

Name(Date of birth)

Career summary, Position and Responsibilities in the Bank
(Status of material concurrent positions)Tetsuo Takeuchi(Born: July 18, 1957)<<Career summary, Position and Responsibilities in the
Bank>>
April 1980
Joined the Bank
June 2011
Director, General Manager, Systems
Development Division
June 2015
Managing Executive Officer, General
Manager, Systems Development Division
June 2016
Managing Director, CIO
June 2020
Senior Managing Director, CIO
April 2021
Senior Managing Director
June 2021
Director and Audit and Supervisory
Committee Member (current position)<<Status of material concurrent positions>>
Director, Audit and Supervisory Committee Member(outside), Daiki Axis Co., Ltd.

Number of
Number ofshares of theshares of theHolding
Bank held Company to be
allotted

81,800shares81,800 shares<<Reasons for nomination as director candidate>>
Mr. Tetsuo Takeuchi has a wealth of operational experienceas General Manager of sales branches, and in the businessadministration division, the systems development division,
the personnel division, etc., and is well-versed in theoperations of banks. Additionally, he served as Director fornine years and appropriately fulfilled his responsibilities.
By utilizing this wealth of experiences and insights, theBank has judged that he is a person that can contribute toimprovement of the corporate value of the group over the
medium- to long-term, by appropriately auditing andsupervising the Directors’ performance of duties, andconducting accounting audits, etc. in coordination with the
Accounting Auditor independently of business execution,and has selected him as a candidate for Director.
Junko Miyoshi(Born: December 8,
1947)
Outside<<Career summary, Position and Responsibilities in the
Bank>>
October 1986
Joined Ability Center inc.
August 1987
Representative Senior Managing Director,
Ability Center inc.
October 1990
President and Representative Director,
10,100Ability Center inc.
sharesJune 2016
Director and Audit and Supervisory
Committee Member, the Bank (current
position)
June 2018
Chairperson, Ability Center inc. (current
position)
42

10,100 shares<<Status of material concurrent positions>>
Chairperson, Ability Center inc.
<<Reasons for nomination as outside director candidate andexpected role>>
1. Ms. Junko Miyoshi has a wealth of experience and a highlevel insight into corporate management, having engaged for anumber of years in the management of the Ability Center inc.
As Outside Director, she has properly fulfilled her role ofsupervising business execution by actively giving advice at
the Bank’s Board of Directors meetings, thereby contributing
to constructive discussions and effectiveness enhancement.
2. For the reasons above, the Bank has selected Ms. Junko
Miyoshi as a candidate for Outside Director in the expectationthat her appropriate supervision and instructive advice
particularly from the perspective of management strategy, risk
management, and promotion of diversity, will continue tocontribute to improvement of the corporate value of the groupover the medium- to long-term.
Keiji Joko
(Born: February 3,
1950)
Outside<<Career summary, Position and Responsibilities in the
Bank>>
April 1968
Joined Ehime Prefectural Government
April 2006
General Manager, Economics and Labor
Department, Ehime Prefecture
April 2008
General Manager, Agriculture, Forestry
and Fisheries Department, Ehime
Prefecture
April 2010
Advisor, Ehime Prefecture
December 2010
Assistant to the Governor, Ehime
Prefecture
April 2012
Deputy Governor, Ehime Prefecture
August 2014
Special Advisor, Ehime Prefecture
June 2015
Retired as Special Advisor, Ehime
Prefecture
June 2015
Chairman, Ehime Guarantee
March 2019
Retired as Chairman, Ehime Guarantee
June 2019
Director and Audit and Supervisory
Committee Member, the Bank (current
position)<<Status of material concurrent positions>>
None<<Reasons for nomination as outside director candidate andexpected role>>
1. Mr. Keiji Joko held important positions in the area of public
administration including the Deputy Governor of Ehime
prefecture, and has a wealth of experience and high-levelinsight on organizational operations and local public
administration. As an Outside Director, he has properly
fulfilled his role of supervising business execution by actively
giving advice at the Bank’s Board of Directors meetings,
thereby contributing to constructive discussions andeffectiveness enhancement.
2. Although Mr. Keiji Joko has not been directly involved incorporate management other than as an external officer, for
43

1,000 shares 1,000 shares

the reasons above, the Bank has selected him as a candidate
for Outside Director in the expectation that his appropriate
supervision and instructive advice particularly from theperspective of a stronger governance structure and regional
development, will continue to contribute to improvement of
the corporate value of the group over the medium- to longterm.

Yoriko Noma
(Born: May 27, 1959)
Outside<<Career summary, Position and Responsibilities in the
Bank>>
April 1986
Registered as attorney-at-law
April 1986
Joined Hayakawa Sogo Law Offices(currently TOKYO-HIRAKAWA
Patent/Law Office, Cosmo Law Office)November 1992
Joined Sakura Kyodo Law Offices
January 1995
Joined Oshima Sogo Law Offices
February 1999
Partner, Miyakezaka Sogo Law Offices(current position)
June 2002
Auditor, Oracle Corporation Japan
June 2008
Retired as Auditor, Oracle Corporation
Japan
April 2017
Director, Japan Intellectual Property
Arbitration Center
March 2018
Retired as Director, Japan Intellectual
Property Arbitration Center
June 2021
Director and Audit and Supervisory
Committee Member, the Bank (current
position)<<Status of material concurrent positions>>
Partner, Miyakezaka Sogo Law Offices
Auditor (outside), AJIS Co., Ltd.
Director (outside), Wellco Holdings Co., Ltd<<Reasons for nomination as outside director candidate andexpected role>>
1. Ms. Yoriko Noma has a wealth of experience, high-levelinsight, and advanced expertise on corporate legal affairs as an
attorney. As an Outside Director, she has properly fulfilled herrole of supervising business execution by actively giving
advice at the Board of Directors meetings, thereby
contributing to constructive discussions and effectivenessenhancement.
2. Although Ms. Yoriko Noma has not been directly involvedin corporate management other than as an external officer, forthe reason above, the Bank has selected her as a candidate for
Director in the expectation that her appropriate supervisionand instructive advice particularly from the perspective oflegal compliance and diversity promotion, will contribute toimprovement of the corporate value of the group over the
medium- to long-term.

44

800 shares

800 shares

(Note) 1

2

3

4
5

6
7

8

The number of shares of the Bank held is stated based on the ownership status as ofMarch 31, 2022, and the number of shares of the Holding Company to be allotted isstated based on this ownership status, taking into account the share transfer ratio.
Therefore, the number of shares of the Holding Company actually allocated may change
depending on the ownership status up until just before the incorporation date of theHolding Company.
Notable matters regarding candidates for director who are audit and supervisorycommittee members are as follows:(1) The Bank conducts ordinary financial transactions with Ability Center inc., where Ms.
Junko Miyoshi serves as Chairperson. Additionally, although the Bank group has
executed a temporary staffing agreement with Ability Center inc., the amount of thetransactions is less than 2% of the Bank’s ordinary revenue and said company’s sales.
Both satisfy the standards of independence for Outside Directors of the Bank (page15).
(2) No special conflict of interest exists between Mr. Tetsuo Takeuchi, Mr. Keiji Joko,
and Ms. Yoriko Noma and the Bank, and there are no expected special conflicts ofinterest with the Holding Company.
Mr. Tetsuo Takeuchi, Ms. Junko Miyoshi, Mr. Keiji Joko, and Ms. Yoriko Nomacurrently serve as directors who are audit and supervisory committee members of the
Bank (and if Proposal 3 is approved at this general meeting of shareholders, Ms. Junko
Miyoshi will be reappointed). However, if this proposal is approved, they plan to resignfrom their posts as directors who are audit and supervisory committee members of the
Bank on the day before the effective date of the Share Transfer (scheduled for October 2,2022), and assume posts as directors who are audit and supervisory committee membersof the Holding Company.
Ms. Junko Miyoshi, Mr. Keiji Joko, and Ms. Yoriko Noma are candidates for outside
director of the Holding Company.
The number of years since the candidates for outside director of the Holding Company
have been appointed as outside directorof the Bank are as follows.
(i) Ms. Junko Miyoshi currently is an outside director of the Bank, and will have served
as outside director of the Bank for six years as of the close of this general meeting.
(ii) Mr. Keiji Joko currently is an outside director of the Bank, and will have served as
outside director of the Bank for three years as of the close of this general meeting.
(iii) Ms. Yoriko Noma currently is an outside director of the Bank, and will have served
as outside director of the Bank for one year as of the close of this general meeting.
If this proposal is approved, the Holding Company plans to submit a notification to theTokyo Stock Exchange, Inc. indicating that Ms. Junko Miyoshi, Mr. Keiji Joko, and Ms.
Yoriko Noma are independent officers as prescribed by the TSE.
If this proposal is approved, the Holding Company plans to execute an agreement
respectively with Mr. Tetsuo Takeuchi, Ms. Junko Miyoshi, Mr. Keiji Joko, and Ms.
Yoriko Noma to limit liability for damages based on Article 427(1) of the Companies
Act, and the maximum amount of liability for damages based on such agreement isplanned to be the minimum liability amount stipulated by law.
If this proposal is approved, the Holding Company plans to execute a directors andofficers liability insurance policy (D&O insurance) prescribed in Article 430-3(1) of theCompanies Act with an insurance company, with all directors as the insured. Under that
insurance policy, the insured is compensated pursuant to that insurance policy for any
damage that may arise due to the insured bearing liability in relation to his or her
execution of duties or being subject to a claim pursuing that liability (the Holding
Company bears all insurance premiums). However, there are certain grounds for
exemption, such as not being compensated for damage arising out of an act recognized by
the insured as an act that is in violation of laws and regulations. If a candidate to be newly
appointed at the Holding Company is approved for appointment, he or she will become
an insured under the insurance policy.
45

6.

Matters concerning the entity that will be the accounting auditor of the Holding Company
The entity that will be the accounting auditor of the Holding Company is as follows.

Name

KPMG AZSA LLC

Location of main office

1-2 Tsukudo-cho, Shinjuku-ku, Tokyo
July 1969
July 1985
October 1993

History
January 2004
July 2010

Audit corporation Asahi & Co. established
Audit corporation Asahi Shinwa & Co. established
Asahi Shinwa & Co. merged with Inoue Saito Eiwa Audit
Corporation (established in April 1978), and name change to Asahi& Co.
Asahi & Co. merged with AZSA & Co. (established February2003) to form KPMG AZSA & Co.
Transitioned to limited liability audit corporation, and changed
name to KPMG AZSA LLC

Companies audited

3,660 (as of March 31, 2022)

Stated capital

3,000 million yen (as of March 31, 2022)

Personnel

6,056 people (as of March 31, 2022)
Breakdown:
Partners
Certified public accountants
Other
Certified public accountants
Persons who passed the accountant
exam, etc.
Audit support staff
Other administrative staff
Total

530 people
35 people
2,440 people
1,172 people
1,155 people
724 people
6,056 people(Note) KPMG AZSA LLC was selected as a candidate for accounting auditor of the Holding Company because
in addition to the validity of the Bank’s audit, it was judged to be suitable as a result of a comprehensive
consideration of its ability to perform its duties due to its size, experience, and so forth, as well as its
independence and internal control system.
7.

Stock-based Remuneration System(1) Adoption by the Holding Company of a stock-based remuneration system
With the approval of all shareholders obtained in a resolution of the 115th Annual General Meetingof Shareholders held on June 28, 2018, the Bank has introduced a stock-based remuneration system
under which shares of the Bank are delivered (the “System”), covering the Bank’s directors (excluding
directors who are audit and supervisory committee members) and executive officers who haveexecuted delegation agreements with the Bank (collectively, the “Bank Directors, etc.”). The System
is a stock-based remuneration system in which a trust that is established by the Bank contributing
money (the “Trust”) acquires shares of the Bank, and shares of the Bank in a number equivalent to
the number of points granted to each Bank Director, etc. by the Bank are delivered to each Bank
Director, etc. through the Trust. Following the establishment of the Holding Company, the status of
the settlor under the Trust will be succeeded to by the Holding Company from the Bank, and this
System will also be adopted at the Holding Company.
46

As such, the persons who are to be eligible under the System will be changed to the Holding
Company’s directors (excluding directors who are audit and supervisory committee members;hereinafter the same) and executive officers who have executed delegation agreements with theHolding Company, and the Bank Directors, etc. (collectively with the directors of the Holding
Company “Directors, etc.”), and shares of the Holding Company will be delivered from the Trust to
the Directors, etc.

(2) Structure of the Trust
Following is the structure of the System after the Share Transfer comes into effect.

(1)
(2)

(3)

(4)

The Holding Company enacts the Stock Issuance Rules covering the directors of the Holding
Company. (The Bank will partially revise the terms of the Stock Issuance Rules covering the Bank
Directors, etc. that have already been enacted.)
The Bank and the Holding Company additionally entrust funds for the acquisition of shares of theHolding Company necessary for delivery to Directors, etc. under the System to the Trustestablished on August 20, 2018 as compensation for the Directors, etc. (The Bank contributes
funds for the acquisition of shares of the Holdings Company necessary for delivery to the Bank
Directors, etc., and the Holding Company that is the settlor under the Trust makes an additional
entrustment of those funds to the Trust.)
The trustee acquires, all at once, shares of the Holding Company of a number equivalent to thenumber expected to be delivered in the future (by disposing of treasury shares or acquiring sharesfrom exchange markets (including off-floor trading)) using the cash in the Trust (in addition tomoney additionally entrusted in accordance with (ii) above, including cash remaining in the Trust
since before the additional entrustment).
A trust administrator that protects the interests of the beneficiaries that will be covered by the
Stock Issuance Rules and that supervises the trustee throughout the trust period (a party that is
independent from the Holding Company and the Holding Company’s directors) is established. The
trust administrator gives instructions to the trustee not to exercise voting rights with regard to theshares in the Holding Company within the Trust, and the trustee does not exercise voting rights
throughout the trust period in accordance with those instructions.
47

(5)
(6)

The Holding Company and the Bank grant points to the respective Directors, etc. in accordancewith the Stock Issuance Rules.
The Directors, etc. who satisfy the requirements set out in the Stock Issuance Rules and the trust
agreement regarding the Trust receive from the trustee delivery of shares in the Holding Company
as beneficiaries of the Trust in accordance with the points granted. In cases that fall under certain
events set out beforehand in the Stock Issuance Rules or the trust agreement, some of the shares ofthe Holding Company to be delivered will be sold on an exchange market and cash will bedelivered.
It is planned that The Holding Company will acquire free of charge the shares in the Holding
Company that are residual assets in the Trust at the time the Trust ends and retire those shares byresolution of the board of directors.
Certain cash that is a residual asset in the Trust at the time the Trust ends is expected to be donatedto a specified corporation that promotes public interests in which the Directors, etc. have nointerests as set out beforehand in the Stock Issuance Rules and the trust agreement.
Sumitomo Mitsui Trust Bank, Limited, which will become the trustee under the System, will
entrust management of the trust property (sub-trust) to Custody Bank of Japan, Ltd.

48

Propositions by the Shareholders (Proposals 5 to 7)
Proposals 5 to 7 are propositions by a shareholder. The number of voting rights held by the proposing
shareholder (1 shareholder) is 380.
In the “Reasons for the Proposition” of each proposal, the original propositions submitted by the proposing
shareholder have been stated without any changes in written expressions, perception of facts, and such, except
for making changes in the editorial format for presentation as well as indicating some entities’ names underpseudonyms.
About Propositions by the Shareholders
The Companies Act recognizes the shareholders’ right to make a proposition when certain requirements are
met. Regarding such propositions, excluding the case where they violate laws and regulations or the Articles ofIncorporation, regardless of their contents, the Company is obligated to publish the propositions.
In this instance, the Company has received propositions from a shareholder (1 shareholder). In considerationof the above, the Company has decided to publish all of the shareholder’s propositions.

49

Proposal No. 5: Partial Amendments to the Articles of Incorporation (Amendment to Article 1 Name of the
Bank)
1.

Contents of the Proposition
The name of the Bank, THE IYO BANK, LTD. is proposed to be changed to THE YAWATAHAMA BANK,
LTD.

2.

Reasons for the Propositiona.

In around September 2018, former President Mr. Iwao Otsuka donated with love to Yawatahama City theland and buildings of the former Kawanoeishi Branch (Yawatahama City, Ehime Prefecture), which was
located in the Bank’s founding location. Shareholders resented the act of donation without any resolution
at a General Meeting of Shareholders. I have noticed, however, after reconsidering it dispassionately thatthe donation was made out of former President Mr. Otsuka’s “love for hometown, love for the founding
location.” Shareholders should not object to the donation. I have realized that respecting the love is thebest that shareholders can do. I have finally reached at a conclusion of exercising the right to make aproposition to “change the name of the Bank.” This is a message from shareholders to support the Bank.
The founding location where the former Kawanoeishi Branch was located is the Bank’s spiritual
hometown.
Yawatahama is an area that has a close relationship with Oita, Kyushu District. Many of Presidents andexecutives of the Bank in the past served as General Manager, Oita Branch, whose post can be considereda gateway to success.
Today, regional banks face a lot of challenges, including reorganization and management issues. I proposethat the Bank now go back to the starting point again and take the name of the founding location to gain
courage to advance into Kyushu from Oita, the outpost, as a base.

b.
c.
d.

The Board of Directors’ Opinion on Proposal 5
The Board of Directors objects to this Proposal.
The Bank was incorporated as The 29th National Bank in 1878. After that, the Bank went through manychanges and became The Iyo Godo Bank in 1941 and subsequently changed its name to The Iyo Bank in1951 and THE IYO BANK in 1990 to date. We believe that the current name of the Bank is appropriate for
the Bank since it has a long history and is widely known.

50

Proposal No. 6: Dismissal of Two (2) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
1.

Contents of the Proposition(Candidate No.1) The dismissal of Chairman, Mr. Iwao Otsuka, is proposed.
(Candidate No.2) The dismissal of Director, Masamichi Ito, is proposed.

2.

Reasons for the Proposition(1) Reasons for the dismissal of Chairman, Mr. Iwao Otsuka
a. Former President Mr. Iwao Otsuka issued three-year private placement bonds (unsecured bonds) onbehalf of Company Y in the issuance amount of 50 million yen on February 10, 2020 to raise working
capital.
b. The private placement bonds are unsecured bonds that are issued by a blue-chip company that satisfies
certain financial criteria and works on the achievement of SDGs, based on its creditworthiness.
c. The Bank’s tag line is “Challenge & Smile.” Company Y filed a petition for commencement of civil
rehabilitation proceedings with the Matsuyama District Court one year and six months after theissuance of the private placement bonds. It was truly disappointing for shareholders.
d. This issue has been brought by the Bank’s daily carelessness in loan examination and lack of
information.
e. Mr. Iwao Otsuka is Chairman, the City of Matsuyama Chamber of Commerce & Industry and a leaderof the economic world of Ehime Prefecture. Even for him, however, it is difficult to manage a local
bank in this period of uncertainty. I request Mr. Iwao Otsuka as the top management to carry out
rigorous examination.
Shareholders have contributed their valuable funds to the Bank. I believe based on Mr. Otsuka’s longcareer that Mr. Otsuka has fully recognized the cost effectiveness of the contribution. I hope that Mr. Otsuka
will exert his skills and expertise gained in his long-term career at the Bank.
(2) Reasons for the dismissal of Director, Mr. Masamichi Ito
Companies listed in the Prime Market are not necessarily certified as blue-chip companies. The Prime
Market requires listed companies to have good governance practices. I request the Bank to be more reliable
and credible. The Bank ignored propositions by shareholders and extended a loan negligently and without
any examination as follows. The Bank’s loan examination procedures require improvement. Company A
in Kochi City, a borrower of a syndicated loan with Shikoku Bank, Ltd. had no returns from fiscal 2012
through fiscal 2016; however, recorded a single-year profit in fiscal 2017. I examined later the breakdownof “extraordinary loss of approx. 2.5 billion yen” for fiscal 2018 and found out that Company A recorded
a surplus only in fiscal 2017 to avoid inquiries from shareholders by postponing payment dates of unpaid
salaries and the summer bonuses for 4/6 months. Company A was actually in severe business conditions.
Company A was insolvent for four years consecutively from fiscal 2016 through fiscal 2019, and thensuddenly became solvent. As the scheme of becoming solvent, Company A recognized a subsidy of approx.
838,709,000 yen as operating income not as extraordinary income. I have to say that the company operating
its business in such a way is a zombie company. I request the Bank to urgently become a proper loan bankthat can understand financial statements.
The Board of Directors’ Opinion on Proposal 6
The Board of Directors objects to this Proposal.
Since assuming the offices, Chairman, Mr. Iwao Otsuka and Managing Director, Mr. Masamichi Ito have
utilized their wealth of operational experiences and insights for the determination of important matters andthe supervision of business execution, and they have done their utmost to improve the medium- to long-term
corporate value of the Group, and have amply fulfilled their responsibilities.

51

Proposal No. 7:
1.

Dismissal of Three (3) Directors (Audit and Supervisory Committee Members)Contents of the Proposition(Candidate No.1) The dismissal of Audit and Supervisory Committee Member, Mr. Tetsuo Takeuchi, is
proposed.
(Candidate No.2) The dismissal of Audit and Supervisory Committee Member, Ms. Junko Miyoshi, is
proposed.
(Candidate No.3) The dismissal of Audit and Supervisory Committee Member, Mr. Keiji Joko, is proposed.

2. Reasons for the Proposition(1) Reasons for the dismissal of Audit and Supervisory Committee Member, Mr. Tetsuo Takeuchi
I submitted the proposition for the dismissal of Managing Director, Mr. Tetsuo Takeuchi at the 117th
Annual General Meeting of Shareholders held in 2020 since he had failed to perform his duties as
Managing Director.
The reasons for the dismissal are that he displays no vision for the future management of the Bankand he lacks any awareness of crisis management. In addition, he has not contributed to the improvementof the medium- to long-term of corporate value of the Bank. These have resulted in a failure in the
Shikoku Alliance framework. He has involved in a number of scandals, including ignoring remedial
measures and advice from shareholders regarding a huge loan to Company A in Kochi City, setting a lax
examination standard for private placement bonds (unsecured bonds) of Company Y, and the case that aformer General Manager, Ozu Branch of the Bank, received money from a company and requested a loanof several million yen to a business partner of the Bank. Even if he is moved sideways from Managing
Director and assumes office of Director (Audit and Supervisory Committee Member), I do not expect Mr.
Tetsuo Takeuchi of rigorous examination and oversight required by operating audit and accounting audit
as expected by shareholders, which is proven by his history of having overlooked “a number of scandals”
as Managing Director.
(2) Reasons for the dismissal of Audit and Supervisory Committee Member, Ms. Junko Miyoshi
Ms. Junko Miyoshi has served as Audit and Supervisory Committee Member since June 2016. She
has not delivered any results in her long term of office. Shareholders request Audit and Supervisory
Committee Members to exercise their function to conduct rigorous inspection and audit, not just to
confirm what Executive Directors have done. The Bank’s Group recorded loss of 201,335,000 yen in
total consisting of (i) a loan of 132,446,000 yen in total extended by the Bank based on its lax examination
standard, including 50 million yen of issuance of private placement bonds of bankrupted Company Y,
and (ii) loss of 68,889,000 yen incurred by Iyogin Leasing Company Limited for Company Y. In addition,
Ms. Junko Miyoshi ignored advice and recommendation from shareholders regarding the status of loan
to Company A in Kochi City. I cannot find any area in which I can expect Ms. Junko Miyoshi to improveas Audit and Supervisory Committee Member or any insight, skills or extensive knowledge she has ofbusiness management. She is just a member to confirm what Executive Directors have done. She attended
all the Board of Directors meetings, which is a matter of course. What matters is what she has done andhow she has performed her duties. Attending the meetings did not mean that she fulfilled her duties. She
has not worried about sluggish share prices and low dividends and has not tried to improve them. I have
my head spinning. Shareholders need no Outside Directors only in name. I request Ms. Junko Miyoshi’s
dismissal.
(3) Reasons for the dismissal of Audit and Supervisory Committee Member, Mr. Keiji Joko
a. The Bank stated that Mr. Keiji Joko has a wealth of experience and wide insights in the field of public
administration and can help the Bank to make an appropriate decision of business execution.
b. I do not believe that the system under which government officials work is generally compatible withbusiness management because government agencies use up all the budget for a year without regard to
profitability unlike private businesses.
c. Decades ago, bureaucrats’ (and local government officials’) practice of entertaining each other using
public funds was widespread all over Japan. Practice of government officials retiring into a related
private business has also prevailed in Kochi Prefecture. Most of the companies that accept retired
government officials have a large deficit and principally receive injections of public funds. The second
52d.

company by which a government official is accepted is determined based on the level of thegovernment official.
The Bank’s stock price keeps on dropping, but the Bank’s retained earnings are increasing each year.
I do not understand what the Bank’s retained earnings are increasing for. On the contrary, the dividend
increase rate is too slow and only by one yen. I anticipate that the Bank has a strategy of increasing
dividends little by little. This is an issue that a government official who has been golden parachuted
never understand. I request Mr. Keiji Joko’s dismissal since he cannot understand shareholders’viewpoint.

The Board of Directors’ Opinion on Proposal 7
The Board of Directors objects to this Proposal.
Since assuming office, Director (Audit and Supervisory Committee Member), Mr. Tetsuo Takeuchi,
Director (Audit and Supervisory Committee Member), Ms. Junko Miyoshi, and Director (Audit andSupervisory Committee Member), Mr. Keiji Joko have utilized their wealth of experience and wide insights intheir fields, and we are receiving appropriate suggestions from the viewpoint of securing legality andappropriateness regarding decision-making of the Board of Directors as well as auditing and supervision ofmanagement, and they have amply fulfilled their responsibilities

53

54

55

56