Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 8350
June 4, 2018
To our shareholders:
Kunihiro Takada
President
The Michinoku Bank, Ltd.
1-3-1 Katta, Aomori

Notice of the 46th Annual General Meeting of Shareholders
You are cordially invited to attend the 46th Annual General Meeting of Shareholders of The Michinoku Bank, Ltd.
(the “Bank”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or throughelectronic means (via the Internet). Please review the attached Reference Documents for General Meeting of
Shareholders, and exercise your voting rights by 5:00 p.m. on Tuesday, June 26, 2018 (JST).
If you plan to attend and exercise your voting rights in person
Please present the enclosed voting form at the reception desk upon your arrival.
If you plan to exercise your voting rights in writing
Please indicate your approval or disapproval of each proposal in the enclosed voting form and return the form to
the Bank by postal mail so that your vote is received by 5:00 p.m. on Tuesday, June 26, 2018 (JST).
If you plan to exercise your voting rights via the Internet
Please review “Guide to exercising voting rights via the Internet” (Japanese only) and indicate your approval ordisapproval of each proposal by 5:00 p.m. on Tuesday, June 26, 2018 (JST).
1. Date and Time: Wednesday, June 27, 2018, at 10:00 a.m. (JST)
2. Venue:
8th floor Large Conference Room, The Michinoku Bank, Ltd. Head Office
1-3-1 Katta, Aomori
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and Non-consolidated Financial Statements for the 46th fiscal year (from April 1,2017 to March 31, 2018)
2. The Consolidated Financial Statements for the 46th fiscal year (from April 1, 2017 to March 31, 2018) andthe results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Committee
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit & Supervisory Committee Members-1-Among the documents to be provided to this Notice, the items below are posted on the Bank’s Internet website pursuant to laws
and regulations, as well as Article 20 of the Articles of Incorporation; therefore, they are not included in this Notice. The Nonconsolidated Financial Statements and Consolidated Financial Statements included in the attached documents of this Notice wereamong the documents audited when the Financial Auditor and Audit & Supervisory Committee created the accounting audit reportand audit report.
1) Notes to the Non-consolidated Financial Statements
2) Notes to the Consolidated Financial Statements
In case there are any required changes to the Reference Documents for General Meeting of Shareholders, Business Report, Nonconsolidated Financial Statements or Consolidated Financial Statements, these revisions will be posted on the Bank’s website.
Michinoku Bank website: http://www.michinokubank.co.jp/-2-Reference Documents for General Meeting of Shareholders
Proposals and Reference Materials
Proposal No. 1

Appropriation of Surplus

The Bank proposes to appropriate surplus as follows:
Year-end dividends
The Bank has given consideration to the continuation of stable dividends payments and the business performanceof the fiscal year, and it proposes to pay year-end dividends for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property, and the aggregate amount thereof
The Bank proposes to pay a dividend of ¥20 per common share and ¥26.95 per Class A preferred share.
In this event, the total dividends will be ¥467,763,800.
(Common shares: ¥359,963,800; Class A preferred shares: ¥107,800,000)
The Bank has consolidated ten shares into one share for both common and Class A preferred shares on
October 1, 2017. As for the fiscal year, the Bank has already paid an interim dividend of ¥2 per commonshare and ¥2.695 per Class A preferred share with a record date of September 30, 2017, which was prior tothe consolidation of shares; therefore, when calculated based on the state after the consolidation of shares, theannual dividend corresponds to ¥40 per common share (interim dividend ¥20 and year-end dividend ¥20) and¥53.90 per Class A preferred share (interim dividend ¥26.95 and year-end dividend ¥26.95).
Effective date of dividends of surplus
The effective date of dividends will be Thursday, June 28, 2018.

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Proposal No. 2

Election of Five Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office for five Directors (excluding Directors who are Audit & Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this annual general meeting of shareholders.
Therefore, the Bank proposes the election of five Directors.
Each candidate for Director is highly versed in bank operations and can utilize his or her knowledge and experienceto precisely, fairly, and effectively execute the management of the Bank. The Bank chose the candidates because
each one can be expected to strengthen the supervisory and decision-making functions of the Board of Directors.
Furthermore, the Audit & Supervisory Committee has determined that the candidates for Director have been
selected through a fair process based on the policies for selection of Directors at the Meeting for Nomination andRemuneration (a majority of the members of this meeting are made up of outside experts and outside Directors). To
ensure the effectiveness of the Board of Directors, each candidate’s experience and ability have been carefully
examined before determining that each candidate is appropriate for the position of Director of the Bank. The Audit& Supervisory Committee has also determined that the design of remuneration system and the calculation of
remuneration amount for Directors are being conducted appropriately.
The candidates for Director are as follows:
CandidateNo.
1
Kunihiro Takada

Name

Position and responsibility in the Bank
Reelection

2

Takayuki Fujisawa

New election

3

Masahiro Kato

Reelection

4

Seiichi Kumagai

5

Yumiko Kamada

Reelection
OutsideIndependent
officer
Reelection
OutsideIndependent
officerPresident
Senior Executive Officer, General Manager of Sales Headquarters(Sales Headquarters: Sales Planning Division, Local Revitalization
Division, and International Division)
Vice-president(In charge of Regional Revitalization)
Outside Director

Outside Director-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
Apr. 1981
Apr. 1999
June 2002
Dec. 2005

Kunihiro Takada(May 18, 1957)
Reelection
1

2

Mar. 2006
June 2006

Joined the Bank
General Manager of Koyanagi Branch Office
General Manager of Katada Branch Office
General Manager of Management Planning
Division
Executive Officer and General Manager ofManagement Planning Division
Director, Executive Officer, and General
Manager of Management Planning Division
Director and Executive Officer
Director and Managing Executive Officer
Vice-president
President (current position)

Type and numberof Bank’s shares
ownedCommon shares
2,339 shares

Apr. 2007
Mar. 2008
June 2012
June 2013
Reasons for nomination as candidate for Director
Kunihiro Takada has a wealth of experience in both the Head Office and branch locations. After assuming office of
Director, he worked as the officer in charge of management planning, audit, and systems-related duties. Therefore, he
has thorough knowledge about the overall operations of the Bank. He has served as President since June 2013. He has
fulfilled his responsibility and duties to improve corporate governance of the Bank. The Bank nominates him as
candidate for Director because in addition to being trusted in society, he possesses experience, a history of performance,
and the knowledge and ability to manage the Bank properly, fairly, and efficiently.
Apr. 1990
Joined the Bank
Oct. 2006
Deputy Manager of Management Planning
Division
Apr. 2007
General Manager of Management Planning
Division
Apr. 2010
General Manager of Furukawa Branch Office
Apr. 2012
General Manager of Personnel Division
Takayuki Fujisawa
Apr. 2015
Executive Officer, General Manager of Sales
Common shares(August 26, 1966)
Headquarters, and General Manager of Sales
1,700 shares
Strategy Division
New election
June 2016
Managing Executive Officer, General Manager
of Sales Headquarters, and General Manager ofSales Strategy Division
Apr. 2017
Senior Executive Officer, General Manager ofSales Headquarters[Areas of responsibility in the Bank]
Sales Headquarters (Sales Planning Division, Local
Revitalization Division, and International Division)
Reasons for nomination as candidate for Director
Takayuki Fujisawa has well-balanced experience in the Head Office and branch locations. He worked, among others, as
the officer and General Manager in charge of management planning and personnel-related duties in the headquarters.
He has served as General Manager of sales promotion of the Bank as a whole since April 2017. Therefore, he has
thorough knowledge about the overall operations of the Bank. The Bank nominates him as candidate for Director
because in addition to being trusted in society, he possesses the knowledge and ability to improve the Bank’s businessresults and manage the Bank properly, fairly and efficiently, and therefore, he can be expected to demonstrate strong
leadership.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
Mar. 1972
Apr. 1997

3

4

Type and numberof Bank’s shares
ownedJoined Hirosaki Sogo Bank
Deputy Manager of Hachinohe Branch Officeof the Bank
June 1998
General Manager of Kikyou Branch Office
Apr. 2001
General Manager of Kokudou Branch Office
June 2003
General Manager of Hachinoheekimae Branch
OfficeMasahiro Kato
July 2005
General Manager of Sales Division
Common shares(November 22, 1953)
729 sharesMar. 2006
Executive Officer and General Manager ofReelection
Hachinohe Branch Office
Apr. 2009Managing Executive Officer
June 2012
Director and Managing Executive Officer
June 2013
Director and Senior Executive Officer
June 2016
Vice-president (current position)[Areas of responsibility in the Bank]In charge of Regional Revitalization
Reasons for nomination as candidate for Director
Masahiro Kato has a wealth of experience in both the Head Office and branch locations. After assuming office of
Director, he worked as the officer in charge of sales promotion and credit-related divisions. He has served as Vicepresident and Executive Officer of the Bank since June 2016. Therefore, he has thorough knowledge about the overall
operations of the Bank. The Bank nominates him as candidate for Director because in addition to being trusted insociety, his many years as the officer in charge of sales promotion of the Bank as a whole fostered a wealth ofexperience and the knowledge to manage the Bank properly, fairly, and efficiently while improving results.
Apr. 1989
Registered as an attorney with Tokyo Bar
Association
Apr. 1989
Joined Tatsumi Law Office
Apr. 1992
Attorney at Kumagai Law Office
Apr. 1998
Attorney at Taiyo Sogo Law OfficeNov. 2002
Attorney at Aoba Sogo Law Office
Apr. 2006
Outside Audit & Supervisory Board Member of
Toyota Corolla Hachinohe Co., Ltd (current
position)
Seiichi Kumagai
July 2007
Representative for Legal Professional(April 9, 1948)
Corporation Aoba Sogo Law Office (current
position)
Reelection
July 2008
Outside Audit & Supervisory Board Member of
OutsideTHE DAILY TOHOKU SHIMBUN, Inc.
Independent officer(current position)
June 2011
Outside Director of the Bank (current position)[Significant concurrent positions outside the Bank]
Representative for Legal Professional Corporation Aoba Sogo
Law OfficeOutside Audit & Supervisory Board Member of Toyota Corolla
Hachinohe
Outside Audit & Supervisory Board Member of THE DAILYTOHOKU SHIMBUN, Inc.
Reasons for nomination as candidate for outside Director
Seiichi Kumagai possesses a wealth of legal knowledge and experience as an attorney at law. He has provided the Bank
with advice and suggestions on a timely basis from an independent and objective perspective. The Bank proposes theelection of him as candidate for outside Director because his advice and suggestions to the Board of Directors regarding
legality and organizational management, etc. can be expected to contribute to the further strengthening of the Bank’s
corporate governance.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
Apr. 1989
June 2005

5

Notes:

Type and numberof Bank’s shares
ownedJoined East Japan Railway Company
President and CEO of JR East Station RetailingCo., Ltd.
Nov. 2008
General Manager of Life-style Business
Development Headquarters of East Japan
Railway Company (Regional Revitalization,
Childcare Services)
May 2013
Deputy Director of Frontier Service
Yumiko Kamada
Development Laboratory, Research and(February 23, 1966)
Development Center
Jan. 2015
Retired from East Japan Railway Company
Reelection
Feb. 2015
Senior Executive Officers of Calbee, Inc.
Outside(current position)
Independent officer
Feb. 2015
Part-time Director of LUMINE Co., LTD.
(current position)
Mar. 2015
Outside Director of POLA ORBIS HOLDINGS
INC.
June 2015
Outside Director of the Bank (current position)[Significant concurrent positions outside the Bank]
Senior Executive Officer of Calbee, Inc.
Part-time Director of LUMINE Co., LTD.
Reasons for nomination as candidate for outside Director
Yumiko Kamada possesses a wealth of experience and a vast knowledge from working in areas of customer service andnew business development in a different industry. She has provided the Bank with advice and suggestions on a timely
basis from an independent and objective perspective. The Bank nominates her as candidate for outside Director because
her advice and suggestions to the Board of Directors can be expected to contribute to the further strengthening of theBank’s corporate governance and improvement of customer services.
1. There is no special interest between the candidates for Director and the Bank.
2. Seiichi Kumagai and Yumiko Kamada are candidates for outside Director.
3. Seiichi Kumagai and Yumiko Kamada are currently outside Directors of the Bank. At the conclusion of this general
meeting, Seiichi Kumagai and Yumiko Kamada’s tenure as outside Directors will have been seven years and three years,
respectively.
4. Limited liability agreements with candidates for Director
The Bank has signed an agreement with the candidates for outside Directors Seiichi Kumagai and Yumiko Kamada tolimit their damage liabilities to the Bank. A summary of the details of the agreement are as follows:- In cases where outside Directors are liable for any damages arising from his or her negligence to the Bank, they shallcompensate for such damages only to the total of the amounts stipulated in each item of Article 425, paragraph 1 of
the Companies Act.
- The limitation of the liability above shall apply only when the outside Director acted in good faith and without grossnegligence in performing the duties giving rise to said liabilities.
This agreement will continue to be in effect when the reelection of Seiichi Kumagai and Yumiko Kamada is approved.
5. Candidates for outside Director Seiichi Kumagai and Yumiko Kamada are free of any conflicts of interest withshareholders and thus fulfill the requirements for independent officers as defined by the Tokyo Stock Exchange. If theirreelections are approved, the Bank plans to once again designate them as independent officers.

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Proposal No. 3

Election of Four Directors Who Are Audit & Supervisory Committee Members

The terms of office of all four Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this annual general meeting of shareholders.
Therefore, the Bank proposes the election of four Directors who are Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
The Candidates for Director who is an Audit & Supervisory Committee Member are as follows:
CandidateNo.
1
Kazuhiko Odanaka
2

Seiichi Tsurumi

3

Shigeto Umatani

4

Toshihiro Nishiya

Name

Position and responsibility in the Bank
Reelection
New election
OutsideIndependent
officer
Reelection
OutsideIndependent
officer
Reelection
OutsideIndependent
officer

Director and Full-time Audit & Supervisory Committee Member

Outside Director and Audit & Supervisory Committee Member

Outside Director and Audit & Supervisory Committee Member-8-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
Apr. 1981
June 2005
July 2007

1

2

Type and numberof Bank’s shares
ownedJoined the Bank
General Manager of International Division
General Manager of Treasury Administration
and International Division
Apr. 2009
General Manager of Tokyo Branch Office andHead of Tokyo Office, Management Planning
Kazuhiko Odanaka
Division
Common shares(February 25, 1959)
5,539 shares
Apr. 2012
Head of Secretariat Department
Reelection
Apr. 2013
Executive Officer and General Manager of
Aomori Branch Office
Apr. 2015
AdvisorJune 2015
Full-time Audit & Supervisory Board Member
June 2016
Director and Full-time Audit & Supervisory
Committee Member (current position)
Reasons for nomination as candidate for Audit & Supervisory Committee Member
Kazuhiko Odanaka possesses a wealth of practical experience in finance, including serving as General Manager for key
branch offices of the Bank and working in international business-related divisions in the Head Office. Therefore, he has
thorough knowledge about the Bank’s operations. Based on these factors, the Bank once again proposes the election of
him as Audit & Supervisory Committee Member because he can contribute to the further strengthening of the Bank’s
corporate governance and reinforcing the audit system of the Bank.
Apr. 1984
Joined the Bank of JapanMay 1997
Investigator of Marketing Department
July 1997
Investigator of Personnel Department
Mar. 2001
Investigator of Investigation Department
July 2002
Head of Investigation Division, Investigation
Department
Dec. 2003
Head of Public Relation Division, Secretariat of
the Policy Board
Seiichi Tsurumi(March 20, 1962)
July 2004
Associate Director-General of Secretariat of the
Policy Board
New election
May 2007General Manager of Aomori Branch
OutsideJune 2010
Associate Director-General of Research andIndependent officer
Statistics Department
Feb. 2011
Deputy Director-General of Secretariat of the
Policy Board
Apr. 2014
Deputy Director-General of Personnel andCorporate Affairs Department
May 2016
Head of Public Relations Department
Notes: Seiichi Tsurumi is scheduled to resign the Bank ofJapan on May 31, 2018
Reasons for nomination as candidate for outside Audit & Supervisory Committee Member
Seiichi Tsurumi has in-depth knowledge of domestic and overseas economic and financial affairs and extensive
financial business experience through his service in key departments of the Bank of Japan such as the Public Relations
Department, Investigation Department, as well as serving as the General Manager of a branch. Based on these factors,
the Bank proposes the election of him as outside Audit & Supervisory Committee Member because he can contribute to
the further strengthening of the Bank’s corporate governance and reinforcing the audit system of the Bank.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
Apr. 1972
June 2001

3

4

Notes:

Type and numberof Bank’s shares
ownedJoined the Fuji Bank, Limited
Executive Officer and Deputy General Manager
of Main Branch
Apr. 2002
Managing Executive Officer of Mizuho
Securities Co., Ltd.
June 2003
Full-time Corporate Auditor of NIPPONSANSO CORPORATION (currently TAIYONIPPON SANSO CORPORATION)
Shigeto Umatani
Oct. 2004
General Manager of Overseas Business(January 15, 1950)
Management Department, Business Operations
Division, TAIYO NIPPON SANSO
Reelection
CORPORATION
OutsideJune 2005
Executive Officer
Independent officer
June 2007
Senior Executive Officer
June 2009
Full-time Audit & Supervisory Board Member
June 2013
Outside Director of KUREHA
CORPORATION
June 2013
Audit & Supervisory Board Member of theBank
June 2016
Outside Director and Audit & Supervisory
Committee Member (current position)
Reasons for nomination as candidate for outside Audit & Supervisory Committee Member
Shigeto Umatani possesses a wealth of practical experience in finance from his time at both city banks and major
securities companies, etc. and also has global perspectives based on his abundant overseas experience. He has provided
the Bank with advice and suggestions on a timely basis from an independent and objective perspective. Based on thesefactors, the Bank proposes the reelection of him as outside Audit & Supervisory Committee Member because he cancontribute to the further strengthening of the Bank’s corporate governance and reinforcing the audit system of the Bank.
Oct. 1997
Joined Deloitte Touche Tohmatsu LLC
June 1999
Joined the Japan Bank for International
Cooperation
Nov. 2001
Opened Toshihiro Nishiya CPA OfficeNov. 2001
Joined Nishiya Computer Accounting Firm Ltd.
Toshihiro Nishiya
Apr. 2002
Opened Toshihiro Nishiya Tax Accounting Firm
(October 18, 1968)
Mar. 2006
Director of Nishiya Computer Accounting Firm
Ltd.
Reelection
July 2012
Representative Director (current position)
OutsideJune
2016
OutsideDirector and Audit & Supervisory
Independent officer
Committee Member of the Bank (current
position)[Significant concurrent positions outside the Bank]
Representative Director of Nishiya Computer Accounting Firm
Ltd.
Reasons for nomination as candidate for outside Audit & Supervisory Committee Member
Toshihiro Nishiya, who is managing an accounting firm, possesses a wealth of experience and vast knowledge as aCPA. He also possesses a wealth of practical experience and knowledge of corporate management including
management support. He has been providing advice and suggestions on a timely basis from an independent andobjective perspective. Based on these factors, the Bank proposes the reelection of him as outside Audit & Supervisory
Committee Member because he can contribute to the further strengthening of the Bank’s corporate governance andreinforcing the audit system of the Bank.
1. There is no special interest between the candidates for Audit & Supervisory Committee Member and the Bank.
2. Seiichi Tsurumi, Shigeto Umatani and Toshihiro Nishiya are candidates for outside Audit & Supervisory Committee
Member.
3. Shigeto Umatani and Toshihiro Nishiya are currently outside Audit & Supervisory Committee Member of the Bank. At
the conclusion of this general meeting, their tenure will have been two years. Shigeto Umatani has served as an outside
Audit & Supervisory Board Member of the Bank for three years before he assumed the position of outside Audit &Supervisory Committee Member of the Bank.

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4. Limited liability agreements with candidates for Audit & Supervisory Committee Member
The Bank has signed an agreement with the candidate for Audit & Supervisory Committee Member Kazuhiko Odanaka
and the candidates for outside Audit & Supervisory Committee Member Shigeto Umatani and Toshihiro Nishiya to limit
their damage liabilities to the Bank. A summary of the details of the agreement is as follows:- In cases where Directors who are Audit & Supervisory Committee Members are liable for any damages arising fromhis or her negligence to the Bank, they shall compensate for such damages only to the total of the amounts stipulated
in each item of Article 425, paragraph 1 of the Companies Act.
- The limitation of the liability above shall apply only when the Directors who are Audit & Supervisory Committee
Members acted in good faith and without gross negligence in performing the duties giving rise to said liabilities.
This agreement will continue to be in effect when the reelection of Kazuhiko Odanaka, Shigeto Umatani and Toshihiro
Nishiya is approved. If the election of the candidate for outside Audit & Supervisory Committee Member Seiichi
Tsurumi is approved and adopted, the Bank will enter into a limited liability agreement under the same terms andconditions with him.
5. Candidates for outside Audit & Supervisory Committee Member Seiichi Tsurumi, Shigeto Umatani and Toshihiro
Nishiya are free of any conflicts of interest with shareholders and thus fulfill the requirements for independent officers
as defined by the Tokyo Stock Exchange. If their elections are approved, the Bank plans to designate Shigeto Umatani as
an independent officer once again and designate Seiichi Tsurumi and Toshihiro Nishiya as new independent officers.

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(Ref) Criteria for determining independence of outside Directors
Independent officers must, in principle, currently satisfy or have recently satisfied the following independence
criteria in addition to the requirements prescribed by the Financial Services Agency:(1) The independent officer is not a person for whom the Bank is a major trading partner nor an executing
member of a company for which the Bank is a major trading partner.
(2) The independent officer is not a person who is a major trading partner of the Bank nor an executing memberof a company which is a major trading partner of the Bank.
(3) The independent officer is not a consultant, accounting specialist, or legal specialist who is paid a substantial
amount or other property from the Bank apart from the director’s remuneration.
(4) The independent officer is not a major shareholder of the Bank nor an executing member of a company which
is a major shareholder of the Bank.
(5) The independent officer is not a person who is receiving more than a certain amount of donation or subsidy,
nor an executing member of a company which is receiving more than a certain amount of donation or subsidy.
(6) The independent officer is not a second-degree relative of the following (except those who are not in asignificant position).
A, A person who is applicable to one of above (1) to (5).
B. A person who is a Director, Audit & Supervisory Board Member, Executive Officer, or an important
employee of the Bank or its subsidiaries.
(Definition of terms)- “recently” - Within one year from the date when the proposal for the annual general meeting of shareholders to
select the person as an outside Director or outside Audit & Supervisory Board Member is determined.
- “major trading partner” - An entity that received payment accounting for 2% or more of the amount equivalent to
its consolidated net sales for the latest fiscal year (annual consolidated ordinary profit for the Bank’s case).
- “a substantial amount or other property” - The average over the past three years is ¥10 million or more.
- “major shareholder” - A shareholder with at least 10% of the voting rights.
- “more than a certain amount of donation or subsidy” - The average over the past three years is ¥10 million or 30%of the given party’s annual costs, whichever is greater.
- “not in a significant position” - A person with a “significant” position is a Director of a company, General
Manager of a division, or equivalent.

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