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 3, 2019
To our shareholders:
Takayuki Fujisawa
President
The Michinoku Bank, Ltd.
1-3-1 Katta, Aomori

Notice of the 47th Annual General Meeting of Shareholders
You are cordially invited to attend the 47th 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 Monday, June 24, 2019 (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 Monday, June 24, 2019 (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 Monday, June 24, 2019 (JST).
1. Date and Time: Tuesday, June 25, 2019, 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 47th fiscal year (from April 1,2018 to March 31, 2019)
2. The Consolidated Financial Statements for the 47th fiscal year (from April 1, 2018 to March 31, 2019) 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)-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: 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 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 ¥27.15 per Class A preferred share.
In this event, the total dividends will be ¥468,512,400.
(Common shares: ¥359,912,400; Class A preferred shares: ¥108,600,000)
Accordingly, the dividend for the fiscal year, including the interim dividend, will be ¥40 per common shareand ¥54.30 per share of Class A preferred share.
Effective date of dividends of surplus
The effective date of dividends will be Wednesday, June 26, 2019.

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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
2
Takayuki Fujisawa
3

Masahiro Kato

4

Yumiko Kamada

5

Tetsutaro Wakatsuki

Name

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

ChairmanPresident (Diversity Promotion Office)Vice-president (Sales Headquarters: Sales Planning Division, andLocal Revitalization Division)
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
2,539 shares

Apr. 2007
Mar. 2008
June 2012
June 2013
June 2018
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 had been serving as President since June 2013and has served as Chairman since June 2018. 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 insociety, 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
Apr. 2015
Executive Officer, General Manager of Sales
Takayuki Fujisawa
Common shares
Headquarters, and General Manager of Sales(August 26, 1966)
1,800 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)[Areas of responsibility in the Bank]
Diversity Promotion Office
Reasons for nomination as candidate for Director
Takayuki Fujisawa has well-balanced experience in the Head Office and branch locations. He served as the officer andGeneral Manager in charge of management planning, personnel and sales promotion in the headquarters. Therefore, heis well-versed in the overall operations of the Bank. He has demonstrated strong leadership as President since June 2018
and fulfilled his responsibility and duties to enhance corporate value of the Bank and revitalize communities. The Bank
nominates him as candidate for Director because in addition to being trusted in society, he possesses experience, ahistory of performance, and the knowledge and ability to improve the Bank’s business results and manage the Bank
properly, fairly, and efficiently.

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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(November 22, 1953)
Common sharesMar. 2006
Executive Officer and General Manager of829 shares
Hachinohe Branch Office
Reelection
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]
Sales Headquarters (Sales Planning Division, and Local
Revitalization Division)
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 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 in society, his many years as theofficer in charge of sales promotion of the Bank as a whole fostered a wealth of experience and the knowledge tomanage the Bank properly, fairly, and efficiently while improving results.
Apr. 1989
Joined East Japan Railway Company
June 2005
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 andYumiko Kamada
Development Center(February 23, 1966)
Jan. 2015
Retired from East Japan Railway Company
Feb. 2015
Senior Executive Officer of Calbee, Inc.
Reelection
OutsideFeb. 2015
Part-time Director of LUMINE Co., LTD.
Independent officer(current position)
Mar. 2015
Outside Director of POLA ORBIS HOLDINGS
INC.
June 2015
Outside Director of the Bank (current position)
Dec. 2018
Representative Director of ONE GLOCAL Co.,
Ltd. (current position)[Significant concurrent positions outside the Bank]
Representative Director of ONE GLOCAL Co., Ltd.
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.

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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. 2000

5Notes:

Type and numberof Bank’s shares
ownedRegistered as an attorney-at-law (Tokyo Bar
Association)
Apr. 2000
Joined Mori Sogo (current Mori Hamada &Matsumoto)Apr. 2004
Representative Partner of MURATA &WAKATSUKI LAW OFFICES (current
position)
Apr. 2008
Part-time Lecturer of Graduate School of Law,
Hosei University
Apr. 2010
Part-time Professor of Graduate School of Law,
Tetsutaro Wakatsuki
Hosei University(October 22, 1974)
Dec. 2012
Outside Auditor of DO HOUSE Inc.
New election
Mar. 2014
Outside Auditor of TPC Co., Ltd. (current
Outsideposition)Independent officer
June 2014
Outside Auditor of SBI Life Living Inc.
Mar. 2015
Outside Audit & Supervisory Board Member ofOtsuka Corporation (current position)
June 2015
Outside Auditor of SBI MONEY PLAZA Co.,Ltd.
[Significant concurrent positions outside the Bank]
Representative Partner of MURATA & WAKATSUKI LAWOFFICES
Outside Audit & Supervisory Board Member of Otsuka
Corporation
Reasons for nomination as candidate for outside Director
Tetsutaro Wakatsuki possesses a great insight about IT and the cutting-edge legal knowledge especially in corporate
laws as the attorney-at-law. The Bank proposes the election of him as candidate for outside Director because his advice
and suggestions to the Board of Directors based on the latest knowledge and experience will contribute to the further
reinforcement of the Bank’s corporate governance.
1. There is no special interest between the candidates for Director and the Bank.
2. Yumiko Kamada and Tetsutaro Wakatsuki are candidates for outside Director.
3. Yumiko Kamada is currently outside Director of the Bank. At the conclusion of this general meeting, her tenure will
have been four years.
4. Limited liability agreements with candidates for Director
The Bank has signed an agreement with the candidate for outside Director Yumiko Kamada to limit her 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 Yumiko Kamada is approved. If the election of
Tetsutaro Wakatsuki is approved, the Bank will enter into a limited liability agreement under the same terms andconditions with him.
5. Candidates for outside Director Yumiko Kamada and Tetsutaro Wakatsuki are free of any conflicts of interest withshareholders and thus fulfill the requirements for independent officers as defined by the Tokyo Stock Exchange. If theirelections are approved, the Bank plans to designate Yumiko Kamada as an independent officer once again and designate
Tetsutaro Wakatsuki as a new independent officer.

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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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