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 1, 2021
To our shareholders:
Takayuki Fujisawa
President
THE MICHINOKU BANK, LTD.
1-3-1, Katta, Aomori City, Aomori, Japan

Notice of the 49th Annual General Meeting of Shareholders
We are pleased to announce the 49th Annual General Meeting of Shareholders of THE MICHINOKU BANK, LTD.
(the “Bank”), which will be held as indicated below.
When you exercise your voting rights in writing or through electronic means (via the Internet), please review theattached Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:00 p.m.
on Tuesday, June 22, 2021 (JST).
There are concerns about the spread of infections with the novel coronavirus (COVID-19). In order to prevent the
spread of infections, the Bank requests that shareholders consider exercising their voting rights in writing (by postal
mail) or via the Internet and refrain from attending on the day of the General Meeting of Shareholders. Shall there
be any major change in the way the General Meeting of Shareholders will be run, shareholders will be informed via
the Bank’s website (URL: https://www.michinokubank.co.jp/).
1. Date and Time: Wednesday, June 23, 2021, at 10:00 a.m. (JST)
2. Venue:
8th floor Large Conference Room, THE MICHINOKU BANK, LTD. Head Office
1-3-1, Katta, Aomori City, Aomori, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and Non-consolidated Financial Statements for the 49th fiscal year (from April 1, 2020
to March 31, 2021)
2. The Consolidated Financial Statements for the 49th fiscal year (from April 1, 2020 to March 31, 2021) 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
Revision of the Performance-Linked Share-Based Remuneration Plan for Directors(Excluding Directors Who are Audit & Supervisory Committee Members)-1-

Information on Exercise of Voting Rights
You may exercise your voting rights by the following three methods.
Attending the General Meeting of Shareholders
Please present the enclosed voting form at the reception desk upon your arrival. In addition, please bring this notice as reference materials
for the proceedings.
Date and time: Wednesday, June 23, 2021, at 10:00 a.m. (JST)Exercising voting rights in writing (by mail)Please indicate your approval or disapproval of each proposal in the enclosed voting form and return the form to the Bank by postal mailso that your vote is received by the deadline.
Deadline: Tuesday, June 22, 2021 at 5:00 p.m. (JST)Exercising voting rights via the Internet
Deadline: Tuesday, June 22, 2021 at 5:00 p.m. (JST)<Handling of multiple exercises>
If you exercise your voting rights both in writing and via the Internet, the vote exercised via the Internet will be deemed valid. If you
exercise your voting rights more than once via the Internet, only the last vote will be deemed valid.

Among the documents to be provided to this Notice, the items below are posted on the Bank’s Internet website pursuant to laws andregulations, as well as Article 20 of the Articles of Incorporation; therefore, they are not included in this Notice. Therefore, 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: https://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 performance ofthe 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 ¥27.40 per Class A preferred share.
In this event, the total dividends will be ¥469,487,240.
(Common shares: ¥359,887,240; Class A preferred shares: ¥109,600,000)
Accordingly, the dividend for the fiscal year will be ¥20 per common share, and will be ¥54.80 per Class A
preferred share, which includes the interim dividend.
Effective date of dividends of surplus
The effective date of dividends will be Thursday, June 24, 2021.

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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 Directors). To ensure theeffectiveness 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 amountfor Directors are being conducted appropriately.
The candidates for Director are as follows:
CandidateNo.
1
Kunihiro Takada
2
Takayuki Fujisawa
3

Tsutomu Inaniwa

4

Yumiko Kamada

5

Kazunari Higuchi

Name

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

ChairmanPresident
Representative Director, Senior Executive Officer (Treasury andSecurities Division, Credit Division, Systems Management
Division)
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)

Mar. 2006
June 2006

Reelection
1

2

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
Chairman (current position)

Type and numberof Bank’s shares
ownedCommon shares
3,039 shares

Apr. 2007
Mar. 2008
June 2012
June 2013
June 2018
Reasons for nomination as candidate for Director
Kunihiro Takada had served as President since 2013 and has served as Chairman since 2018, and has properly fulfilled
his responsibility and duties. He has thorough knowledge about the overall operations, along with his involvement inmanagement planning, systems, and audit. He has the ability to execute management properly, fairly, and efficiently.
The Bank has nominated him as a candidate for Director, as it judges his abilities and experiences can be useful toenhance the decision-making and supervisory functions of the Board of Directors, with the aim of achieving sustainablegrowth and the enhancement of the corporate value of the Bank.
Apr. 1990
Joined the Bank
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
2,200 shares
Strategy Division
Reelection
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
June 2018
President (current position)
Reasons for nomination as candidate for Director
Takayuki Fujisawa has demonstrated strong leadership as President in overall operations including sales strategy
development and operational improvements since 2018 and properly fulfilled his responsibility and duties. He has
thorough knowledge about the overall operations, along with his involvement in management planning, personnel, andsales promotion. He has the ability to execute management properly, fairly, and efficiently. The Bank has nominatedhim as a candidate for Director, as it judges his abilities and experiences can be useful to enhance the decision-making
and supervisory functions of the Board of Directors, with the aim of achieving sustainable growth and the enhancementof the corporate value 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. 1985
June 2004
Dec. 2005

Tsutomu Inaniwa(April 10, 1961)
Reelection
3

Joined the Bank
General Manager of Tonyamachi Branch Office
General Manager of Credit Management
DivisionMar. 2006
Executive Officer and General Manager ofCredit Division
Mar. 2007
Executive Officer and General Manager, Head
OfficeApr. 2010
Managing Executive Officer
June 2010
Director and Managing Executive Officer
Apr. 2015
Director, Managing Executive Officer, andGeneral Manager of Personnel Division
Apr. 2016
Director and Managing Executive Officer
June 2016
Managing Executive Officer
June 2017
Senior Executive Officer
June 2020
Representative Director, Senior Executive
Officer (current position)[Areas of responsibility in the Bank]

Type and numberof Bank’s shares
ownedCommon shares
900 shares

Treasury and Securities Division, Credit Division, Systems
Management Division
Reasons for nomination as candidate for Director
Tsutomu Inaniwa has served as Representative Director, Senior Executive Officer since 2020 and properly fulfilled his
responsibility and duties. He has thorough knowledge about the overall operations, along with his involvement inmanagement planning, corporate management, personnel and general affairs, credit, and sales promotion. He has theability to execute management properly, fairly, and efficiently. The Bank has nominated him as a candidate for Director,
as it judges his abilities and experiences can be useful to enhance the decision-making and supervisory functions of theBoard of Directors, with the aim of achieving sustainable growth and the enhancement of the corporate value 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. 1989
June 2005

4

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
Development Laboratory, Research andDevelopment Center
Yumiko KamadaJan. 2015
Retired from East Japan Railway Company(February 23, 1966)
Feb. 2015
Senior Executive Officer of Calbee, Inc.
Feb. 2015
Part-time Director of LUMINE Co., LTD.
Reelection(current position)
OutsideMar. 2015
Outside Director of POLA ORBIS HOLDINGS
Independent officer
INC.
June 2015
Outside Director of the Bank (current position)
Dec. 2018
Representative Director of ONE GLOCAL Co.,
Ltd. (current position)
June 2020
Outside Director of Taiyo Holdings Co., Ltd.
(current position)[Significant concurrent positions outside the Bank]
Representative Director of ONE GLOCAL Co., Ltd.
Part-time Director of LUMINE Co., LTD.
Outside Director of Taiyo Holdings Co., Ltd.
Reason for nomination as candidate for Outside Director and expected role as Outside Director
Yumiko Kamada has served as Outside Director of the Bank since 2015 and properly fulfilled her responsibility andduties. She has a wealth of experience and a vast knowledge from working in areas of new business development andcorporate management in other industries, and has provided suggestions for the Bank’s management from an
independent and objective standpoint. The Bank has nominated her as a candidate for outside Director, as it judges she
will be able to further strengthen our corporate governance and services, as well as enhance the effectiveness of theBoard of Directors’ decision-making and supervisory functions, with the aim of achieving sustainable growth and theenhancement of the corporate value 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. 1980

5

Notes:

1.
2.
3.
4.

5.

Type and numberof Bank’s shares
ownedJoined the Fuji Bank, Limited (current Mizuho
Bank, Ltd.)Mar. 2006
General Manager, Kabutocho Corporate
Banking and Securities Business Division ofMizuho Corporate Bank, Ltd. (current Mizuho
Bank, Ltd.
Apr. 2008
General Manager, Settlement & Clearing
Services Division
Apr. 2009
Executive Officer, General Manager, Internal
Audit Division
Apr. 2010Retired from Mizuho Corporate Bank, Ltd.
Apr. 2010
Advisor of Mizuho Research Institute, Ltd.
May 2010
Managing Executive Officer
Kazunari Higuchi
Apr.
2011
Retired from Managing Executive Officer(January 3, 1957)
May 2011
President and CEO of UC CARD Co., Ltd.
Reelection
May 2011
Director of Qubitous Co., Ltd. (current Credit
OutsideSaison Co., Ltd.)
Independent officer
Mar. 2016Retired from Director of Qubitous Co., Ltd.
Apr. 2016
Advisor of UC CARD Co., Ltd.
June 2016Retired from Advisor of UC CARD Co., Ltd.
June 2016
Audit & Supervisory Board Member (full time)of Taiyo Nippon Sanso Corporation
June 2020
Retired from Audit & Supervisory Board
Member (full time) of Taiyo Nippon Sanso
Corporation
June 2020
Outside Director of KUREHA
CORPORATION (current position)
June 2020
Outside Director of the Bank (current position)[Significant concurrent positions outside the Bank]
Outside Director of KUREHA CORPORATION
Reason for nomination as candidate for Outside Director and expected role as Outside Director
Kazunari Higuchi has served as an outside Director since 2020 and properly fulfilled his duties and responsibilities. He
has a wealth of professional experience and extensive knowledge on corporate management and financial businessexperience through working as director of a major bank and President and CEO of a major credit card company, and has
provided suggestions for the Bank’s management from an independent and objective standpoint. Moreover, he hasserved as a chair of the Meeting for Nomination and Remuneration, thereby contributing to selection of candidates for
directors, etc. The Bank has nominated him as a candidate for outside Director, as it judges he will be able to further
strengthen our corporate governance and services, as well as enhance the effectiveness of the Board of Directors’decision-making and supervisory functions, with the aim of achieving sustainable growth and the enhancement of thecorporate value of the Bank.
There is no special interest between each candidate for Director and the Bank.
Yumiko Kamada and Kazunari Higuchi are candidates for outside Director.
Yumiko Kamada and Kazunari Higuchi are currently outside Directors of the Bank. At the conclusion of this general
meeting, Yumiko Kamada and Kazunari Higuchi’s tenure will have been six years and one year, respectively.
Limited liability agreements with candidates for Director
The Bank has signed an agreement with the candidates for outside Director Yumiko Kamada and Kazunari Higuchi tolimit their damage liabilities to the Bank. A summary of the details of the agreement is 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 reelections of Yumiko Kamada and Kazunari Higuchi are approved.
The Bank has concluded a directors and officers liability insurance agreement with an insurance company that designates
Directors and Executive Officers of the Bank as the insured as stipulated in Article 430-3, Paragraph 1 of the Companies
Act. This agreement covers damages in the event that Directors or Executive Officers are held liable for damages or legal-8-fees arising from the exercise of their duties. However, there are certain exemption, such as damages arising out of any
action taken by an insured when they recognize that the said action is violating laws and regulations are not covered. The
candidate(s) will be insured under this insurance agreement if they are elected as Directors. In addition, the Company
plans to renew this insurance agreement with the same terms and conditions.
6. Candidates for outside Director Yumiko Kamada and Kazunari Higuchi 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.

-9-Proposal No. 3

Revision of the Performance-Linked Share-Based Remuneration Plan for Directors (Excluding
Directors Who are Audit & Supervisory Committee Members)

1. Reasons for proposal and justification
The Bank has to date been implementing the Board Benefit Trust (BBT), a performance-based share-based
remuneration plan (the “Plan”) for Directors (excluding Directors who are Audit & Supervisory Committee
Members) and Executive Officers (hereafter collectively called the “Directors, etc.”), since its introduction wasapproved at the 44th Annual General Meeting of Shareholders held on June 23, 2016 (the resolution at thismeeting is hereafter called the “Original Resolution”). Following the enactment of the Act for Partial Amendmentof the Companies Act (Act No. 70 of 2019) on March 1, 2021, which requires to establish an upper limit ofshares to be granted as remuneration for directors, the Bank requests shareholders to again approve the resettingof the upper limit of points to be granted to the applicable Directors, etc. under the Plan.
This proposal, required in response to the legal amendment, aims to clarify the linkage of remuneration for the
Directors, etc. with the Bank’s business performance and stock value, and to encourage the Directors, etc. tocontribute to enhancing business performance and corporate value in the medium- to long-term by allowing the
Directors, etc. and shareholders to share both benefits and risks from stock price fluctuations. The Bank justifies
the proposal because it agrees with the Bank’s policy to determine remunerations for individual directors(described in “(2) Remunerations for Directors” in “2. Matters Related to Directors and Executive Officers” on
P. 27 of this Notice [Japanese only]).
The Bank again requests shareholders to approve the proposal for the amount and details of remunerations to besupplied to the Directors of the Bank under the Plan, in addition to the remuneration limit for the Directors(excluding Directors who are Audit & Supervisory Committee Members) at ¥145 million annually (or ¥20
million for outside Directors) already approved at the 44th Annual General Meeting of Shareholders held on
June 23, 2016. For details of the Plan, the Bank proposes to leave them to the Board of Directors as described in
the following 2.
When the proposal No. 2 is resolved as proposed, three directors will be subject to the Plan.
2. Amount and details of remunerations under the Plan
(1) Outline of the Plan
The Plan is a performance-linked share-based remuneration plan under which the Bank’s shares are
acquired through a trust using money contributed by the Bank as the financial funds (hereinafter the trustthat is established based on the Plan is referred to as the “Trust”), and the Directors, etc. are provided with
the Bank’s shares and an amount of money equivalent to the market value of the Bank’s shares (the “Bank’s
Shares, etc.”) through the Trust with their positions and achievements in business performance consideredin accordance with the Share Delivery Regulations for Officers established by the Board of the Directors.
The Directors, etc. will receive the Bank’s Shares, etc. upon their retirement, in principle.
(2)

Persons eligible for the Plan
Inside Directors (excluding Directors who are Audit & Supervisory Committee Members) and Executive
Officers(3)

Trust period
From September 2016 until the termination of the Trust (The date of termination of the Trust shall not be
specified. The Trust will continue as long as the Plan is not terminated. The Plan will terminate by the
Bank’s delisting or the abolition of the Share Delivery Regulations for Officers, etc.)(4)

Trust amount
The Bank has implemented the Plan that applies to the five fiscal years from the year ended March 31,
2016 to the year ended March 31, 2020 (hereinafter, such five-fiscal-year period is referred to as the “Initial
Period,” and the Initial Period and each five consecutive fiscal years following the Initial Period arerespectively referred to as “Applicable Period”), as well as each Applicable Period that follows. The Bank
contributed ¥1,029 million to the Trust as the financial funds for the purpose of acquiring the Bank’s sharesto grant to Directors, etc. who are eligible as beneficiaries with the Bank’s Shares, etc. for the Applicable- 10 -

Period under the Plan. The Trust acquired the Bank’s 5,073,000 shares (before reverse stock split) for theInitial Period using funds contributed by the Bank.
Furthermore, after the expiration of the Initial Period, the Bank will make additional contributions to theTrust, of up to ¥600 million (¥250 million for Directors [excluding directors who are not Audit &Supervisory Committee Members] and ¥350 million for Executive Officers) for each Applicable Period
until the termination of the Plan. However, in the case of making such additional contributions, if theBank’s shares (excluding a number of the Bank’s Shares that have not yet been provided to the Directors,
etc. equivalent to points granted to them for each Applicable Period up to the immediately preceding
Applicable Period) and money remain in the Trust (such shares and money are collectively referred to as
the “Remaining Shares, etc.”), the total amount of the Remaining Shares, etc. (the amount for the Bank’s
shares shall be the book value on the final day of the immediately preceding Applicable Period) andadditionally contributed money shall not exceed the amount approved through this Proposal. When the
Bank decides to make additional contributions, it shall make a disclosure in a timely and appropriatemanner.
(5)

Acquisition method of the Bank’s shares and number of shares to be acquired by the Trust
The Trust shall acquire the Bank’s shares through the stock market on which the Bank’s shares are listed
or by way of subscribing to the disposition of the Bank’s treasury shares, using the money contributed inaccordance with (4) above as the funds. When the maximum of points to be granted to the Directors, etc.
is set at 64,000 per fiscal year as described in (6) below, the maximum of the Bank’s shares to be acquiredby the Trust for each Applicable Period shall be 320,000 shares.

(6)

Maximum number of Bank’s Shares to be granted to Directors, etc.
For each fiscal year, Directors shall be granted the number of points determined with their positions,achievements in business performance and other factors considered in accordance with the Share Delivery
Regulations for Officers. The maximum number of the points to be granted to Directors (excluding
Directors who are Audit & Supervisory Committee Members) and Executive Officers per fiscal year shallbe 27,000 and 37,000, respectively. This has been decided after the Bank judged it is appropriate bycomprehensively considering the current level of remuneration provided to officers, the trend and outlook
in the number of Directors, etc., and other factors.
Each point granted to the Directors, etc. shall be converted into one common share of the Bank at the timeof the provision of the Bank’s shares, etc. as explained in (7) below (provided, however, in case where theBank’s shares become the subject of a share split, allotment of share without contribution, or consolidationof shares, etc. after this proposal is approved, the maximum number of points and accumulated number ofpoints granted, or the conversion rate shall be adjusted in a reasonable manner in proportion to the relevant
ratio, etc.).
The number of shares equal to the maximum of points granted to the Directors, etc. per fiscal year (64,000
shares) shall be around 0.3% of the total number of issued shares (as of March 31, 2021; after deducting
treasury shares).
The number of points for Directors, etc. used as the basis for the provision of the Bank’s Shares, etc.
described in (7) below shall be calculated by multiplying that of the points granted to Directors, etc. by acoefficient defined in accordance with type of retirement (no more than 1), in principle (hereinafter referred
to as the “Defined Number of Points” for the points calculated in this manner).

(7)

Provision of the Bank’s Shares, etc.
If a Director, etc. retires and fulfills the beneficiary requirements stipulated in the Share Delivery
Regulations for Officers, the Director, etc. may receive the Bank’s shares from the Trust after theirretirement in accordance with the Defined Number of Points as explained in (6) above, in principle, bycompletion of the prescribed procedures to become a beneficiary.
However, if the relevant Director, etc. fulfills the requirements stipulated in the Share Delivery Regulations
for Officers, they will receive monetary provisions equivalent to the market value of the Bank’s shares
instead of the provision of the shares for a certain percentage of the points in accordance with said
Regulations. For this case, the Trust may sell the Company’s shares in order to make the monetaryprovisions.
- 11 -

Moreover, if a Director, etc. who received points but is deemed by the Board of Directors to have caused
damage to the Bank by intention or negligence, or to have impaired the Bank’s reputation or credibility,
they shall not be entitled to receive the monetary provision.

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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 memberof 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 member of
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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