The transactions pursuant to the joint share transfer described in this document involve securities of a Japanese company. The joint share transfer is subject
to disclosure requirements of Japan that are different from those of the United States. 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 Statescompanies.
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 inJapan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its officers ordirectors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject
themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the joint share transfer, 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 the event of any conflict or discrepancy between thisdocument and the Japanese-language original, the Japanese-language original shall prevail in all respects.

Securities Code: 8530

The 116th Annual General
Meeting of Shareholders
Convocation Notice[Information for shareholders desiring to attend in person]
We are only able to provide 50 seats so that we canmaintain adequate distances among shareholders.
You must submit an In-Person Attendance Application toattend in person (seats selected by lottery).
Detailed procedures will be found on p. 6 of theConvocation Notice and in the attached "Information on theLive Stream of the 116th Annual General Meeting of
Shareholders, Advance Questions and In-Person
Attendance Applications."[Live streaming on the day of the General Meeting of
Shareholders]Date and time
June 24, 2022 (Friday)
10:00 a.m.

The General Meeting of Shareholders may be viewed bylive stream on personal computers, tablets, smartphones,
and other devices.
There is no need to apply in advance if you will be viewing
the live stream only.
For details, see pp. 3-4 of the Convocation Notice and theattached "Information on the Live Stream of the 116th
Annual General Meeting of Shareholders, Advance
Questions and In-Person Attendance Applications."

Venue
33-13, Sakae 3-chome, Naka-ku, Nagoya

Table of contents

Large conference room on the 8th floor of the head office

Convocation Notice ··················

1

Business report ························

11

Financial Statements ·················

26

Audit report ····························

32

Reference documents ················

34

Mementos will not be distributed to shareholders attending
the General Meeting of Shareholders in person.
Thank you for your understanding.

Securiti es Cod e: 8530
June 7, 2022

To our shareholders
33-13, Sakae 3-chome, Naka-ku,
NagoyaThe Chukyo Bank, Limited
President

Hideo Kobayashi

Notice of the 116th Annual General Meeting of Shareholders
Thank you as always for your patronage and support.
We are pleased to announce the 116th Annual General Meeting of Shareholders, which will be held as indicated below.
Rather than attending the meeting in person, you may exercise your voting rights in writing or via the Internet. Please review the reference
documents for the General Meeting of Shareholders and exercise your voting rights by indicating your approval or disapproval on the enclosed
Voting Form, or by inputting your approval or disapproval on the Bank's designated voting website (https://evote.tr.mufg.jp/). You are kindly
requested to do so by 5:30 p.m., (June 23, 2022) (Thursday).
・We are only able to provide 50 seats so that we can maintain adequate distances among shareholders.
Prior application is required if you plan to attend the General Meeting in person. (For details, see p. 6 of the Convocation Notice and the attached "Information on
the Live Stream of the 116th Annual General Meeting of Shareholders, Advance Questions and In-Person Attendance Applications.")
・The General Meeting of Shareholders will be live streamed on the day of the meeting so that shareholders are able to view and participate in it from their homes
and offices, etc.
There is no need to apply in advance if you will be viewing the live stream only. (For details, see pp. 3-4 of the Convocation Notice and the attached "Informationon the Live Stream of the 116th Annual General Meeting of Shareholders, Advance Questions and In-Person Attendance Applications.")

Best regards
1.
2.

Date and time
Venue

Details
10:00 a.m., June 24, 2022 (Friday)
33-13, Sakae 3-chome, Naka-ku, Nagoya
Large conference room on the 8th floor of the head office3.

Purposes of the General Meeting of Shareholders
From 1 April 1, 2021
1.116th fiscal year
Matters to be( to March 31, 2022 ) Business report and financial statements

reported
2. 116th fiscal year

1 April 1, 2021 Consolidated financial statements and results of audits( Fromto March 31, 2022 ) of the consolidated financial statements by the

Financial Auditor and Board of Auditors
Matters to be resolved
Proposal No. 1 Appropriation of surplus
Proposal No. 2
Proposal No. 3

Approval of Share Transfer Plan with The Aichi Bank, Ltd.
Surplus dividend

Proposal No. 4
Proposal No. 5

Election of eight directors
Election of one substitute Auditor

- 1 -

4.

Instructions on the exercise etc. of voting rights(1) Exercise by mailIndicate your approval or disapproval of each proposal on the enclosed Voting Form and return it so that it arrives no later than 5:30 p.m., June 23,
2022 (Thursday).
(2) Exercise via the Internet
Access the Bank's voting website (https://evote.tr.mufg.jp/), log in using the login QR code or the "Login ID" and "Temporary password" printed on theback of the enclosed Voting Form, and follow the instructions on the screen to input your approval or disapproval of each proposal no later than 5:30
p.m., June 23, 2022 (Thursday). For details, see "How to Exercise Voting Rights" below.
(3) Duplicate voting
If you exercise your voting rights both by the Voting Form and via the Internet, exercise via the Internet will be treated as the valid exercise of voting
rights. If you vote more than once via the Internet, your last vote will be treated as the valid exercise of voting rights.
End of document◎ If you plan to attend in person on the day of the meeting, you will need a printed copy of the enclosed Voting Form and either a printed copy of theemail sent by the General Meeting of Shareholders Secretariat informing you of your selection as an attendee or a mobile phone or smartphone fromwhich the email can be confirmed for presentation at the venue reception counter. Proxy exercise of voting rights is limited to proxies appointed fromamong shareholders with voting rights in the Bank. You may appoint no more than one proxy.
◎ Among the following documents traditionally provided with the Convocation Notice, documents containing the following matters have been madeavailable on the Bank's Internet website (address: https:// www.chukyo-bank.co.jp/ir/meeting/) and have therefore been omitted as attachments to the
Convocation Notice.
1) "Matters Regarding Rights to Subscribe for New Shares, etc. of the Bank" and "Systems to Ensure Proper Business Activities" in the business
2)

report"Statement of Changes in Equity" and "Notes to the Non-Consolidated Financial Statemens " in the financial statements

3)4)"Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in the consolidated financial statements
Reference Documents for the General Meeting of Shareholders (regarding Proposal 2), Approval of Share Transfer Plan with The Aichi Bank,

Ltd., matters in 1)-3) above for the final fiscal year of the wholly-owned subsidiary resulting from the share transfer (The Aichi Bank, Ltd.)The business reports, financial statements and consolidated financial statements audited by the auditors include the business report, financial statements
and consolidated financial statements attached to this Convocation Notice and the matters in 1)-3) above.
The financial statements and consolidated financial statements audited by the Financial Auditor include the financial statements and consolidated
financial statements attached to this Convocation Notice and the matters in 2)-3) above.
◎ Any revisions required to be matters to the noted in the reference documents for the General Meeting of Shareholders, business report, financial
statements or consolidated financial statements will be published in their revised form on the Bank's Internet website (https://www.chukyobank.co.jp/ir/meeting/).

- 2 -"Live stream of the General Meeting of Shareholders," "Advance questions" and "In-Person Attendance Application"
All of these are available on the "Engagement Portal" online site for the General Meeting.

Instructions for the "Live Stream of the General Meeting of Shareholders"
The Bank will live stream the General Meeting of Shareholders over the Internet on the day of the meeting for viewing at homes and offices, etc.
The filming of the meeting at the venue will be from positions close to the chair and officer seating so as to maintain the privacy of shareholders inattendance, but attending shareholders may inadvertently appear in the video feed. Thank you for your understanding.
1. Streaming date and time
June 24, 2022 (Friday) 10:00 a.m. to the conclusion of the General Meeting of
Shareholders* Live streaming may not be available in the event of disaster, upheaval, spread of Covid-19, or other force majeure. Information will be made available
on the Bank's website (https://www.chukyo-bank.co.jp/) if changes to the live stream are required.
2. How to view the General Meeting of Shareholders (see also the access method on p. 7.)
URL：https://engagement-portal.tr.mufg.jp/
1)

Use the URL above to access the “Engagement Portal” (online site for the General Meeting of Shareholders).

2)

On the shareholder authentication screen (login screen), input your “Login ID” and “Password,” read the Terms of Use and confirm your agreementby checking the “I agree” box, and click the “Login” button. You will find your “Login ID” and “Password” on the back side of the Voting Form
enclosed with the Convocation Notice.

3)

You can also use your smart phone or other device to read the QR code printed on the back of the Voting Form to log into the “Engagement Portal”
without having to input your “Login ID” and “Password.”*

This site will be publicly available from the time the Convocation Notice arrives to June 24, 2022.
After the public availability period is over, the shareholder authentication screen (login screen) will be displayed, but you will be unable to accessthe page after logging in.

4)

After logging in, click the "Live viewing" button, confirm the Terms of Use for live viewing, etc. on the day, check the "I agree to the Terms of Use"box, and click "View."
The live viewing page will be displayed on the day of the meeting.
**

The live viewing page can be accessed from around 30 minutes prior to the commencement of the meeting.

“QR Code” is a registered trademark of Denso Wave, Inc.

- 3 -[Notes on Internet participation]✓ Under the Companies Act, you will not be allowed to attend the General Meeting of Shareholders if you participate via the Internet and view the live
stream. Because of this, the questions, exercise of voting rights and submission of motions allowed to shareholders in a general meeting ofshareholders cannot be performed through Internet participation.
✓ We therefore request shareholders viewing the meeting via the Internet to exercise their voting rights in advance (in writing or via the Internet, etc.)
no later than 5:30 p.m., June 23, 2022 (Thursday). Instructions on how to exercise voting rights will be found on p. 9 and p. 10.
✓ Participation in the General Meeting of Shareholders via the Internet is restricted to the actual shareholder. You are requested to refrain fromparticipation via proxies, etc.
✓ There may be problems with the quality of the video or audio depending upon your terminal (model, performance, etc.) or Internet connection
environment (congestion, connection speed, etc.). Thank you for your understanding.
✓ Shareholders are responsible for the telecommunications charges, etc. incurred from viewing.
✓ Recording and publication of video or audio of the live stream is strictly prohibited.
✓ Should you lose the enclosed Voting Form, it can be reissued by contacting the contact point for this site found on p. 8.
✓ Please note that reissue may not be possible depending on the timing of the inquiry if there is less than approximately one week prior to the date of
the General Meeting of Shareholders.

- 4 -Instructions on the submission of "advance questions"
Questions related to the purposes, etc. of the General Meeting of Shareholders will be accepted prior to the commencement of the General Meeting of
Shareholders.
We encourage you to submit questions and have provided details on the acceptance period and submission method below.
1. Acceptance period
From the arrival of this Convocation Notice to 5:30 PM, June 17, 2022
(Friday)
2. Method of acceptance (see also the access method on Page 7 below)
URL：https://engagement-portal.tr.mufg.jp/
1)

Use the URL above to access the “Engagement Portal” (online site for the General Meeting of Shareholders).

2)

On the shareholder authentication screen (login screen), input your “Login ID” and “Password,” read the Terms of Use and confirm your agreementby checking the “I agree” box, and click the “Login” button. You will find your “Login ID” and “Password” on the back side of the Voting Form
enclosed with the Convocation Notice.

3)

You can also use your smart phone or other device to read the QR code printed on the back of the Voting Form to log into the “Engagement Portal”
without having to input your “Login ID” and “Password.”

4)

After logging in, click on the "Advance questions" button.

5)

Select the question category, input your question, confirm the Terms of Use, check the "I agree to the Terms of Use" box, and click the "To
confirmation screen" button.

6)

Confirm the content of your question and click the "Send" button.
Submission of your advance question is complete.

*“QR Code” is a registered trademark of Denso Wave, Inc.

[Matters of Note]✓ Questions are limited to matters related to the purposes of the General Meeting.
✓ As a rule, one question per person will be accepted. Thank you for your cooperation.
✓ On the day of the General Meeting, we will respond to those questions received from shareholders deemed to be of particularly high interest to
shareholders in general and for which the Bank is able to provide responses. Questions that we were unable to respond to in the meeting will bereferred to in future preparations.
✓ The submission of a question does not guarantee a response. The Bank is unable to provide individual responses to questions not addressed during
the meeting.
✓ You are responsible for all telecoms charges, etc. for use.

- 5 -Instructions on submission of the "In-Person Attendance Application"
The Bank is only able to provide a limited number of seats due to the high priority that it places on the safety of shareholders in the midst of the Covid-19
pandemic.
Shareholders desiring to participate in person at the venue are requested to confirm the details below and comply with the following in person
participation application procedures.
1. Acceptance period
From the arrival of this Convocation Notice to 5:30 PM, June 17, 2022 (Friday)
2. Number of seats
A maximum of 50 seats will be available. Should the number of applications exceed the maximum number of seats, seats will be allocated by lottery. Allapplicants will be informed of lottery results by email on or around June 20, 2022.
3. Method of acceptance (see also the access method on Page 7 below)
URL：https://engagement-portal.tr.mufg.jp/
1)

Use the URL above to access the “Engagement Portal” (online site for the General Meeting of Shareholders).

2)

On the shareholder authentication screen (login screen), input your “Login ID” and “Password,” read the Terms of Use and confirm your agreementby checking the “I agree” box, and click the “Login” button. You will find your “Login ID” and “Password” on the back side of the Voting Form
enclosed with the Convocation Notice.

3)

You can also use your smart phone or other device to read the QR code printed on the back of the Voting Form to log into the “Engagement Portal”
without having to input your “Login ID” and “Password.”

4)

After logging in, click on the "In-Person Attendance Application" button.

5)

Input the required information, confirm the Terms of Use, check the "I agree to the Terms of Use" box, and click the "To confirmation screen"
button.

6)

Confirm the information input and click the "Send" button.
Submission of your In-Person Attendance Application is complete.

*“QR Code” is a registered trademark of Denso Wave, Inc.

4. Entry to the venueYour identity and your eligibility for a seat as a result of the lottery will be confirmed at the venue reception desk. You are requested to bring a printed copyof the Voting Form and either a printed copy of the lottery results email from the General Meeting of Shareholders Secretariat or a mobile phone or
smartphone from which the email can be confirmed with you on the day of the meeting.
[Matters of Note]✓ Application must be submitted in advance to attend the meeting in person (attendees will be selected by lottery if the number of applications exceeds
the number of seats). Shareholders who have not applied in advance will not be allowed entry to the venue.
✓ One application per shareholder only.
✓ You are responsible for all telecoms charges, etc. for use.

- 6 -

[Reference: How to access the "Engagement Portal" online site for the General Meeting]
1. Read the QR code to log in<<Back of enclosed Voting Form (image)>>

2. Use your individual login ID and password to log in<<Shareholder authentication screen (login screen)>>Access the "Engagement Portal" online site for the General Meeting.
1) Input the login ID and password printed on the back of the enclosed Voting Form.
2) Confirm the Terms of Use and check the "I agree to the Terms of Use" box.
3) Click be "Login" button.
(The screen shown here is for illustrative purposes only. Actual screens may be edited and differ from the image shown here.)

3. Portal site
The screen immediately after login shows the items available. Click on the item you want.

- 7 -[Recommended environments]
The following environments are recommended for the site.
Internet Explorer is not supported. Please use one of the browsers below.
PC

OS

Windows

Macintosh

Windows 10 or later

MacOS Ⅹ
10.13 (High Sierra) orlater

iOS 13.0 or lateriOS 12.0 or later

Android 8.0 or later

Safari、Google
ChromeSafari

Safari

Google Chrome

Google Chrome、
Browser * Most recent
Microsoft Edge
version(Chromium)*

Mobile
iPad

iPhoneAndroid

Even in the environments above, there may be cases in which the site does not operate normally due to the telecommunications environment or
terminal.

[Address questions regarding this site to]TEL
0120-676-808 (toll free)
Securities Agent Department, Mitsubishi UFJ Trust and Banking Corp.
(9:00 a.m.-5:00 p.m. weekdays (closed Saturdays, Sundays and holidays). Live streaming will be from 9:00 a.m. on the day of the General Meeting of
Shareholders until the conclusion of the General Meeting of Shareholders)<Covid 19 information>
Reducing the risk of Covid 19 infection and maintaining the safety of our shareholders are our highest priorities. For this year's General Meeting of
Shareholders, we have therefore limited the number of available seats to 50 so as to ensure adequate spacing between seats. Prior application is required if
you plan to attend the General Meeting in person. "Shareholders who have not submitted In-Person Attendance Applications," "shareholders who were notselected in the lottery," and "shareholders for whom selection cannot be confirmed" will not be allowed into the General Meeting venue.
(For details, see p. 6 and p. 7, and also the attached "Information on the Live Stream of the 116th Annual General Meeting of Shareholders, Advance
Questions and In-Person Attendance Applications.")
The proceedings of the General Meeting of Shareholders can be viewed by live stream.
Under the Companies Act, shareholders who view by live stream are not deemed attendees and are not allowed to participate in resolutions on the day.
Please exercise your voting rights in advance by mail or via the Internet. (See p. 9 and p. 10 for information on how to exercise voting rights.)
Shareholders attending the General Meeting of Shareholders in person are kindly requested to check the status of the pandemic and their own health on the
day of the General Meeting of Shareholders, to wear masks, and to take other measures to prevent infection. At the venue for the General Meeting of
Shareholders, officers and operations staff will wear masks. Other measures may be taken as necessary to prevent infections and spread of disease(Shareholders exhibiting fever, coughing or other symptoms may be refused entry, the General Meeting of Shareholders itself may be shortened, etc.).
Any major changes in the operation of the General Meeting of Shareholders resulting from future circumstances will be published on the Bank's website(https://www.chukyo-bank.co.jp/).
End of document- 8 -How to Exercise Voting Rights
Voting rights at the General Meeting of Shareholders are one of your important rights as a shareholder.
Please study the reference documents for the General Meeting of Shareholders below when exercising your voting rights.
There are three ways to exercise your voting rights.

Attend the General Meetingof Shareholders

Vote in writing (mail)

Vote via the Internet

Prior application is required if you wish
to attend the meeting in person.
(Attendees will be selected by lottery if
the number of applications exceeds thenumber of seats available)

Indicate your approval or disapproval foreach proposal on the enclosed Voting
Form and return it.

Input your approval or disapproval ofeach proposal as instructed on thefollowing page.

Date and time of General Meeting of
Shareholders

Exercise deadline

Exercise deadline

June 24, 2022 (Friday)
10:00 a.m.

June 23, 2022 (Thursday)
Arrival no later than 5:30 p.m.

June 23, 2022 (Thursday)
Input completed no later than
5:30 p.m.

How to complete the Voting Form
Indicate your approval or disapproval for the following proposals.
Proposals No. 1, 2, 3 and 5•
If you approve>>•
If you disapprove >>Circle “Approve”
Circle “Disapprove”

Proposal No. 4•
Approval of all candidates>>•
Disapproval of all candidates>>•
Disapproval of some candidates >>Circle “Approve”
Circle “Disapprove”
Circled the"Approve" column
and fill in thenumbers of thecandidates
disapproved.

- 9 -How to Exercise Voting Rights via the Internet
How to input your login ID andtemporary password

How to read the QR code

Voting website

You can log in to the voting website without inputting the login ID andtemporary password printed on the Shareholder's Copy of the Voting Form.
1

https://evote.tr.mufg.jp/

Read the QR code printed on the Shareholder's Copy (right side) of the
Voting Form.

1

Access voting website.

2

Input the "Login ID and Temporary password" printed on the
Shareholder's copy (right side) of the Voting Form to "log in."

"Input your "Login ID" and"Temporary password"
Click "Login"*
2"QR code" is a registered trademark of Denso Wave Inc.
For subsequent steps, follow the instructions on the screen to indicate
your approval or disapproval.

3

Input your new password and "Send."

Input your "New password"
Click "Send"

You may log in with the QR code one time only.
If you wish to exercise voting rights again or to exercise voting rights
without using the QR code, follow the instructions in "How to input yourlogin ID and temporary password" below.

Please contact if you have any questions about how to
operate your personal computer or smartphone when
exercising voting rights via the Internet.

4

For subsequent steps, follow the instructions on the screen to indicate
your vote.

Helpdesk, Securities Agent Department, Mitsubishi UFJ Trust and Banking Corp.

0120-173-027(Toll free; hours: 9:00 a.m.-9:00 p.m.)

Institutional investors may use the institutional investor electronic voting platform operated by ICJ, Inc.

- 10 -

Attachment
Business report for the 116th fiscal year (from April 1, 2021 to March 31, 2022)
1

Current situation of the Bank
(1) Progress and results of business, etc.
(Description of principal businesses)
Through a total of 87 locations, including its head office, 25 in-store offices, and 1 Internet branch, the Bank provides deposit, lending, domestictransfer, foreign exchange, securities investment and other similar services, together with over-the-counter sales of government bonds, investment
trusts, and insurance, etc., and other associated services.
(Financial and economic environment)
During the fiscal year under review, the domestic economy continued to rebound, but the Covid-19 pandemic resulted in difficult circumstances forsome non-manufacturing sectors, etc. With economic and social activities beginning to normalize, a range of policy measures combined withimprovements in the international economy to produce a recovery, primarily in capital investments and production, but consumer spending and nonmanufacturing continued to be weak.
In our region, a recovery trend was observed throughout the year, but more recently, exports and production have begun to stall and the recovery
appears to have waned.
On the financial side, the Bank of Japan maintained and reinforced quantitative and qualitative monetary easing measures, including manipulation oflong and short-term interest rates to support corporate, etc. cash flows and maintain stability in financial markets. Long-term interest rates were
within the range of 0.00% to + 0.25%. Overnight interest rates were within the range of - 0.06% to 0.00%. On stock markets, US stocks experienced
instability resulting from the reorientation of FRB policy, together with impacts from the situation in Ukraine and other factors in the external
environment. The closing price at the end of the fiscal year was 27,821 yen, down 1,357 yen from the end of the previous fiscal year.

(Progress and results of business)
Within these financial and economic circumstances, the Bank commenced the <CX Plan>, its 18th medium-term business plan, from April 2021.
Under the <CX Plan>, the Bank moved forward on measures designed to convert it into a "community-oriented consulting company with financial
functions," seeking to become a company that contributes to the growth of the local community by providing comprehensive and timely financial
intermediary functions together with general consulting according to the customer's life stage.
For customers operating businesses, the Bank provided financial support to mitigate the impacts of the Covid-19 pandemic, and conducted regularinterview surveys with customers to identify the business challenges that they face, propose solutions, and provide consulting services. As an
institution that collaborates with its customers, the Bank endeavored to contribute to the activation of the local economy and the solution of social
issues. The Bank enhanced its menu of solutions in both quality and quantity terms, focusing on business succession and talent recruitment. At theend of the fiscal year, it offered a menu of 157 solutions, further supporting businesses and enterprise value enhancement for its customers.
For individual customers, the Bank launched "<Chukyo> Omakase Navi," a hybrid discretionary investment service that brings together face-to-faceand on-line approaches. This and other efforts supported customer asset creation. To enhance non-face-to-face channels and meet a more diverse
range of needs, the Bank launched a smartphone-based web acceptance service for "web account opening," together with linkage of accounts to the"BankPay" smartphone payments service.
From April 2021 to February 2022, the Bank converted 22 locations to in-store offices, enabling it to reduce and concentrate its business resources
and strategically reallocate them to priority locations and measures. In November 2021, it relocated the Shibata Office and moved the Tokai Office,formerly an in-store office, to a new standalone location.
At the end of the fiscal year, the Bank had a total of 87 offices, including 25 in-store offices and 1 Internet office, a total of 61 locations, and 26 offpremises ATMs.
In October 2019, the Bank published the "Chukyo Bank SDGs Declaration," seeking to use its core services as a regional financial institution toachieve a sustainable society. Efforts under the declaration include a Chukyo SDGs privately-placed bond called "Mirai Yell," and the donation of a

- 11 -

part of the trust fees for "Global ESG Balance Fund (Nickname: "Blue Earth")" to the "Aichi Comprehensive Prefectural Strategy for the Promotionof Communities, People and Jobs." In October 2021, the Bank announced initiatives to tackle sustainability issues and adopted a policy of adapting to
the recommendations of the TCFD (Task Force on Climate-related Financial Disclosures). It continues to work towards the achievement of adecarbonized society, adopting CO2-free electric power at the head office building and all branch offices in Aichi, making its facilities andequipment friendlier to the environment and increasing its use of renewable energy.
The Bank also contributes to the achievement of a sustainable local community by providing assistance to customers in the region working toward
SDGs.
These efforts and initiatives produced the following results for the Bank.
Deposits declined by 37.2 billion yen during the fiscal year for a year-end balance of 1,860.2 billion yen. This was due to the conversion ofstandalone offices to in-store offices, which reduced convenience for some customers.
Loans increased by 13.5 billion yen during the fiscal year for a year-end balance of 1,549.1 billion yen. In addition to providing financial support forcustomers impacted by changing domestic and international circumstances and rising resource prices, the Bank also responded proactively to thedemand for funds among individual customers, primarily for home loans.
Securities declined by 25.5 billion yen during the fiscal year for a year-end balance of 406 billion yen, the result of declines for domestic bonds andstock.
Ordinary income was 31,459 million yen, a decline of 536 million yen compared to the previous fiscal year. Interest on loans increased, as did
income from commissions and fees for corporate-related services, the result of proactive proposals to provide management support. Nonetheless,interest and dividends on securities and profit on the sale of government bonds and other bonds declined. Ordinary expenses were 24,932 million
yen, a decline of 2,243 million yen compared to the previous year. The primary factors were declines in property-related expenses and in losses on
the sale of government bonds and other bonds. As a result, ordinary income was 6,526 million yen, an increase of 1,706 million yen over the previous
year, for net income of 4,246 million yen, an increase of 794 million yen over the previous year.
The net worth ratio increased by 0.38 points over the previous year to 8.71%.
(Challenges to be addressed by the Bank)
In the domestic Japanese economy and in Aichi, the primary base of operations for the Bank, the effect of government measures and improvementsin the international economy are expected to produce a recovery in business conditions, but the Bank is also cognizant of the risk of a downturn due
to the uncertainties over Ukraine, rising resource prices, more volatile financial and capital markets, and constraints on supply.
Over the medium and long term, the Bank looks for new forms of competition spurred by the declining population and resulting contraction ofdomestic markets, and by digitalization, which has only been accelerated by the Covid-19 pandemic. We therefore recognize the need for
fundamental changes in our business model so that it is better adapted to rapidly changing environments, including the increasingly diverse needs ofcustomers at different stages of life, and declining profitability from profits on deposits and interest and dividends on securities.
<CX Plan>, the Bank's 18th medium-term business plan, articulates concrete measures to respond to this challenging business environment.
<CX Plan> groups these measures into three basic strategies: 1) business transformation, 2) base of operations transformation, and 3) corporate
culture transformation. In 1) business transformation, the Bank has begun to see results from its emphasis on dialogue with and collaborative support
for customers, endeavoring to simultaneously achieve the SDGs for the local community while developing the region's strongest ability to propose
solutions to the challenges faced by customers and support their sustainable growth. In 2) base of operations transformation, the Bank is on its way toachieving a low-cost business structure by optimizing its office network, enhancing its head office functions, increasing the efficiency of head officeand branch office operations, and actively employing IT and digital technologies. In 3) corporate culture transformation, the Bank has trained andreassigned staff to support the new business model, creating an environment that rewards contribution and ability, and introducing a new HR system
in April 2022 that is more conducive to a wider range of work styles. To support local economies impacted by Covid-19, the Bank has adopted
forward-looking techniques to the calculation of reserves, actively providing lending and debt restructuring to enterprises impacted by Covid 19 now
to avoid reserve shortfalls in the future.
On December 10, 2021, the Bank reached a basic agreement on business integration with Aichi Bank and, as a result of consultations and studies by
the two banks, executed a business integration contract on May 11 of this year, at which time it formulated a share transfer plan.
Assuming that the plan is approved by the General Meeting of Shareholders and receives the required permits and approvals from the authorities, ajoint transfer of stock will result in the establishment of "Aichi Financial Group, Ltd." as the full parent company of both banks on October 3, 2022.

- 12 -

The financial group will endeavor to enhance its corporate value and respond to the expectations of its stakeholders by responding to the changing
business environment through enhancements to a stable base of operations and increases in profitability. This will be accomplished by leveraging theBusiness Integration so as to allow the financial group to increase its market share, inject additional resources, and build a sustainable businessmodel.
We look forward to the continuing understanding and support of our shareholders in these endeavors.

- 13 -

(2) Assets, profits and losses(Unit: 1 million yen)
FY2018Deposits

FY20191,774,106Term and savings deposits
OthersCorporate bonds
Loans and bills discounted

FY20201,775,409

FY2021

1,897,423

1,860,209

749,219

727,165

680,511659,363

1,024,886

1,048,244

1,216,912

1,200,845

5,000

5,000

5,000

5,000

1,312,658

1,363,390

1,535,569

1,549,149

Individuals

312,572

319,714

326,062

331,191

Small and medium enterprises

785,993

803,308

914,160

894,834

Others214,092

240,366

295,346

323,122

-

-

-

-

514,909493,296

431,557

406,056

Government bonds

160,026

132,266

112,714

106,489

Others354,882

361,029

318,842

299,566

Total assets

1,953,617

1,972,239

2,103,286

2,345,171

Available-for-sale securities
Securities

Domestic transfer volume7,486,121

7,386,441

6,713,349

7,253,359

Foreign-exchange volume

1 million dollars
836

1 million dollars
763

1 million dollars
801

1 million dollars
731

Ordinary income

4,109

3,938

4,820

6,526

Net income

3,474
Yen
160.193,127
Yen
144.14

3,452
Yen
159.05

4,246
Yen
195.13

Net income per share(Notes) 1. Stated monetary amounts are rounded down to the nearest unit.
2. Loans to small and medium enterprises consist of loans to the operators of small and medium enterprises under Article 2 of the "Small and Medium-sized Enterprise BasicAct."
3. Net income per share is calculated by dividing net income by the average number of issued and outstanding shares during the fiscal year (number of shares excluding
treasury stock).

(3) Employees
End of the fiscal year
Number of employees

882

Average age

40 years and 4 months

Average years of service

16 years and 11 months

Average monthly wage

384,000 yen(Notes) 1. The number of employees does not include temporary staff or contract staff.
2. Average age, average years of service and average monthly wages are rounded down to the nearest unit for presentation.
3. Average monthly wages are the average monthly wage, including March overtime wages, but excluding bonuses and commuter allowances.

- 14 -

(4) Offices and other locationsaNumber of offices
End of the fiscal year
Locations

Of which, extension offices

Aichi Prefecture

67

(1)

Mie Prefecture

15

(0)

Shizuoka Prefecture

1(0)Osaka Prefecture

3(0)Tokyo Prefecture

1

(0)

Total

87

(1)

(Notes) In addition, the Bank had 26 off-premises automated teller machine at the end of the fiscal year.

b

Below are the offices that newly opened, closed, or changed format during the fiscal year.
〇 Newly opened offices
Not applicable.
〇 Closed offices
Not applicable.
〇 Offices changing format
Not applicable.
Below are the new installations and removals of off-premises automated teller machines during the fiscal year.
〇 Newly installed off-premises automated teller machines
Shibata Office Tokai Extension Office
Narumi Office Okebazama Extension OfficeKasadera Office Oe Extension Office
Yokkaichi Office Tomita Extension Office
Yokkaichi Office Nabari Extension Office Matsuzaka Office Ise Extension Office
Kuwana Office Nishi Kuwana Extension Office

Kuwana Office Daian Extension Office〇 Off-premises automated teller machines removed
Not applicable.
c

List of bank agents
Not applicable.

dBank agency services, etc. conducted by the Bank
Not applicable.

- 15 -

(5) Capital investmentsa Total capital investment(Unit: 1 million yen)
Total capital investment

b

2,115

New installations, etc. of major equipment(Unit: 1 million yen)
Description

Amount(New installation)
Nakamura Office land and building purchase

650

Subsystem virtualization platform upgrade

119

Shibata Office land and building purchase

114(Sale)
Former Nakamura Office138(6) Important matters concerning parent company and subsidiaries, etc.
a Parent company
Not applicable.
b

Subsidiaries, etc.
Name of company

Address

Description of businessStatedPercentage of voting rights ofcapitalsubsidiary held by the Bank

Others

Chukyo Card Co., Ltd.

20-5 Daikan-cho,Higashi-ku, Nagoya

Credit card business
Credit guarantee businessmillion yen
60%
100.00－

Chukyo Finance, Ltd.

33-13, Sakae 3chome, Naka-ku,
NagoyaCollections agency services

50

100.00－(Notes) The Bank has the following two subsidiaries and affiliated entities, etc.
For the fiscal year, consolidated ordinary income was 31,528 million yen and net income per share (attributable to parent company shareholders) 3,728 million yen.

- 16 -

Overview of important operational alliances
1. The 37 regional banks that are members of The Second Association of Regional Banks have an alliance to provide automated teller services
through mutual access to their automated teller machines (abbreviated as "SCS").
2. The 37 regional banks that are members of The Second Association of Regional Banks, 5 city banks, 3 trust banks, 62 regional banks, 255
shinkin banks (including Shinkin Central Bank), 141 credit unions (including The Shinkumi Federation Bank), 613 agricultural cooperative andfishing cooperative credit unions (including The Norinchukin Bank and Shinren), and 14 labor banks (including The Rokinren Bank) have an
automated teller service that provides for mutual access to their automated teller machines (abbreviated as "MICS").
3. The 37 regional banks that are members of The Second Association of Regional Banks have a multi-bank report service that uses an ISDN circuitexchange network to transfer data, enabling the transmission and receipt of general transfer and other data with companies and transmission ofdeposit and withdrawal statements and similar reports (abbreviated as "SDS").
4. The Bank has alliances with MUFG Bank, The Aichi Bank, Bank of Nagoya, The Hyakugo Bank, The Juroku Bank, San ju San Bank and
AEON Bank providing mutual access to automated teller machines, and mutually free fees for the use of other-institution automated tellers.
5. The Bank has an alliance with Japan Post Bank providing mutual access to automated teller machines for automated deposit and withdrawal
services.
6. The Bank has alliances with Seven Bank, E-net and Lawson Bank to provide automated teller deposit and withdrawal services through theautomated teller machines installed in convenience stores, etc.
(7) Business transfers, etc.
Not applicable.
(8) Other important matters concerning the status of the bank
The business integration with The Aichi Bank, Ltd. is described in (1) Progress and results, etc. of business (challenges to be addressed by the Bank).

- 17 -

2

Matters related to corporate officers (directors and auditors)(1) Corporate officers(As at the end of the fiscal year)
Name
Shigenobu Tokuoka
Hideo Kobayashi

Noriaki Kojima

Toshiyuki Wakao

Hiroshi Kawai
Junko Hiratsuka

Position and responsibilities

Significant concurrent positions

OthersChairman (Representative Director)
President (Representative Director)(Concurrent service as executive officer)
Internal auditing Department
Director and Senior Managing Executive Officer(Representative Director)
General Planning and Administration Department
Funds Department
Sales Promotion Department
Sales Planning Department
Corporate Strategy Planning Department
Tokyo OfficeDirector and Managing Executive Officer
Human Resources Department
Loan Management Department
Director and Executive Officer
Risk Management Department
Operations Administration Department
Director and Executive Officer
General Manager of Sales Planning Department

Yuki Shibata

Director (External Director)

Hiroyuki Noguchi

Director (External Director)

Akihiro Maeda

Full-Time Statutory Auditor

Kazuhiko Kimura

Auditor (External Auditor)

External Auditor, Nippon Thompson Co., Ltd.

Yoshiko Kurimoto

Auditor (External Auditor)

Councilor, Aichi International Association
Director, Aichi Prefectural Welfare Services
Corporation

Chairman, Nippon Mutual Housing Loan Co.,Ltd.
Auditor, Shintohsho Real Estate Corporation(Notes) 1. Full-time Auditor Akihiro Maeda, Auditor Kazuhiko Kimura, and Auditor Yoshiko Kurimoto have expertise in finance and accounting as described below.
・ Full-time Auditor Akihiro Maeda has developed considerable expertise in finance and accounting as a result of many years of experience at the Bank.
・ Auditor Kazuhiko Kimura has developed considerable expertise in finance and accounting as a result of many years of experience at financial institutions.
・ Auditor Yoshiko Kurimoto has developed considerable expertise in finance and accounting as a result of experience as the Director of the Auditing Committee Secretariat
and other positions after joining the Aichi Prefectural government.
2. The Bank has submitted notification to the Tokyo Stock Exchange and Nagoya Stock Exchange of the positions of external directors and external auditors as independent
officers in accordance with the respective provisions of the exchanges.

- 18 -

(2) Remuneration, etc. payable to Company Officers
1)

Total amount of officer remuneration

Category

Total remuneration, etc. by category (1 million yen)
Total remuneration, etc. Fixed remuneration Variable remuneration
Stock options as(1 million yen)(monetary(monetary
remuneration
remuneration)
remuneration)

Number paid

Directors (excluding external directors)

151

105

8

36

7

Auditors (excluding external auditors)

16

15

0

－

2

External Directors

11

10

0

－

3

External Auditors

9

9

0

－

2

Total

188

140

11

36

14

(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The above includes two directors (of which, one is an external director) and one auditor who resigned as of the end of the 115th Annual General Meeting of Shareholders on
June 25, 2021.
3. The stated amount of variable remuneration is the executive bonus scheduled for payment in June 2022.
4. Stock options as remuneration are non-cash remuneration, and the policies for allocation are described in "3) Remuneration, etc. policies."

2)

General Meeting of Shareholders resolution on director and auditor remuneration, etc.
The 100th Annual General Meeting of Shareholders held on June 29, 2006 resolved a ceiling on director remuneration of 200 million yen peryear, and a ceiling on auditor remuneration of 50 million yen per year. At the end of that General Meeting of Shareholders, the Bank had six
directors (of which, zero were external directors) and four auditors (of which, two were external auditors).
The 107th Annual General Meeting of Shareholders held on June 21, 2013 resolved a ceiling of 50 million yen on stock option remuneration to
directors. This remuneration is separate from monetary remuneration to directors. At the end of that General Meeting of Shareholders, the Bank
had seven directors (excluding external directors).

3)

Remuneration, etc. policies
The Bank has adopted the following policies for determining executive remuneration, etc. for the purpose of improving enterprise value over the
medium and long term.
(a) Fixed remuneration takes into account the officer's duties, evaluation, and results, etc.
(b) Variable remuneration (executive bonus) is determined in light of the Bank's results, etc.
(c) External directors and auditors are not eligible for stock options as remuneration because their positions are independent of the execution ofoperations, but they are granted stock acquisition rights according to their positions as officers for the purpose of improving enterprise value
and increasing share prices and motivation over the medium and long term. These stock acquisition rights have fixed periods for the
exercise of rights.

- 19 -

A meeting of the Board of Directors on June 26, 2015 resolved to adopt the following policies for determining the remuneration, etc. of
individual directors of the Bank. This resolution of the Board of Directors was adopted in light of the response to inquiries from the Board
provided by a Remuneration Committee chaired by an external director. The Board of Directors determined to act in accordance with the statedpolicies after finding the remunerations, etc. for individual directors during the fiscal year under review to be consistent with the policy, thefinalized remunerations, etc. to be consistent with the resolution of the Board of Directors, and the response of the Remuneration Committee tohave been respected.
Individual auditor remunerations, etc. are determined in consultation with the auditor within the remuneration ceiling resolved by the 100th
Annual General Meeting of Shareholders on June 29, 2006.
(3) Liability limitation contracts
Name

Outline of limited liability agreements

Yuki Shibata

The Bank executes liability limitation contracts with external directors under Article 31 of the Articles ofIncorporation.
[Limitation of Liability Agreements with External Directors]
From the contract execution date onward, the maximum liability to external directors in compensation fordamages inflicted on the Bank in relation to Article 423(1) of the Companies Act is the minimum liability
amount set forth in Article 425 of the Companies Act when external directors, in the performance of theirduties at the Bank, violate laws, ordinances or the Articles of Incorporation in spite of acting in good faithand with no material negligence.
The Bank executes liability limitation contracts with external auditors under Article 43 of the Articles ofIncorporation.
[Description of liability limitation contracts with external auditors]
From the contract execution date onward, the maximum liability to external auditors in compensation fordamages inflicted on the Bank in relation to Article 423(1) of the Companies Act is the minimum liability
amount set forth in Article 425 of the Companies Act when external auditors, in the performance of theirduties at the Bank, violate laws, ordinances or the Articles of Incorporation in spite of acting in good faithand with no material negligence.

(External Director)
Hiroyuki Noguchi(External Director)
Kazuhiko Kimura(External Auditor)
Yoshiko Kurimoto(External Auditor)(4) Indemnification contracts
Not applicable.
(5) Matters concerning Directors and Officers Liability Insurance Contracts
The Bank has concluded a Directors and Officers Liability Insurance Contract as stipulated in Article 430-3, Paragraph 1 of the Companies Act withan insurance company. Below is an outline of the contracts.
Scope of insured parties

Outline of Directors and Officers Liability Insurance Contract

All directors, auditors and executive officers of the Bank

In the event of claims for compensation for damages resulting
from actions taken by the insured party in relation tooperations as an officer of the Bank (including non-action),contracts indemnify the insured party for compensation fordamages and court costs, etc. However, the Damages, etc.
incurred by officers who have committed bribery, othercriminal actions, or intentionally broken laws is excluded fromindemnification so as not to undermine the execution of duties
by officers, etc. The Bank pays all insurance premiums.

- 20 -

3

External officers(1) Concurrent positions and other status of external directors
Name

Concurrent positions and other status

Hiroyuki Noguchi(External Director)

Director Hiroyuki Noguchi concurrently serves as Chair at Nippon Mutual Housing Loan Co., Ltd. and
Auditor at Shintohsho Real Estate Corporation. There are no important transactional relationships between
the Bank and either Nippon Mutual Housing Loan Co., Ltd. or Shintohsho Real Estate Corporation.

Kazuhiko Kimura(External Auditor)

Auditor Kazuhiko Kimura concurrently serves as External Auditor at Nippon Thompson Co., Ltd. There are
no important transactional relationships between the Bank and Nippon Thompson Co., Ltd.

Yoshiko Kurimoto(External Auditor)

Auditor Yoshiko Kurimoto concurrently serves as a Councilor for Aichi International Association and a
Director of Aichi Prefectural Welfare Services Corporation. There are no important transactional
relationships between the Bank and either Aichi International Association or Aichi Prefectural Welfare
Services Corporation.

(2) Primary activities of external officers
Name

Term ofappointment

Comments in Board of Directors meetings and other

Attendance at Board of Directors meetings

activities
In the Board of Directors, provided advice andrecommendations as necessary on proposals anddeliberations, etc. based on practical perspectives and awealth of experience gained in many years of
involvement in core corporate operations, and functioned
effectively in the supervision of management.
As chair of the Human Resources Committee, attended 5
meetings of the Human Resources Committee during
FY2021 to lead deliberations of human resources-related
matters concerning directors and executive officers.
Additionally served as a member of the Remuneration
Committee and deliberated matters related to themonthly remuneration of directors and executive officers
and the payment of executive bonuses.
In the Board of Directors, provided advice andrecommendations as necessary on proposals anddeliberations, etc. based on broad experience in addition
to perspectives as an expert in banking operations, andfunctioned effectively in the supervision of management.
Served as the chair of the Remuneration Committee
which met once during FY2021, and led the deliberationof matters related to the monthly remuneration of
directors. Additionally served as a member of the Human
Resources Committee and deliberated human resourcesrelated matters concerning directors and executive
officers.

Yuki Shibata(External Director)

2 years and 9monthsAttended 16 of the 16 meetings of the Board of
Directors held during the fiscal year underreview.

Hiroyuki Noguchi(External Director)

9 months

Attended 14 of the 14 meetings of the Board of
Directors held during the fiscal year underreview after appointment as an external
director.

Term ofAttendance at meetings of the Board of Directors Comments at meetings of the Board of Directors and Board

Name

appointment

and Board of Auditorsof Auditors, and other activities

Kazuhiko Kimura(External Auditor)

6 years and 9monthsAttended 15 of the 16 meetings of the Board of
Directors and 15 of the 16 meetings of theBoard of Auditors held during the fiscal year
under review.

Provided advice and recommendations as necessary on
proposals and deliberations, etc. from a wealth ofexperience in a broad range of auditing operations andperspectives as an expert in banking operations.

Yoshiko Kurimoto(External Auditor)

1 year and 9monthsAttended 16 of the 16 meetings of the Board of
Directors and 16 of the 16 meetings of theBoard of Auditors held during the fiscal year
under review.

Provided advice and recommendations as necessary on
proposals and deliberations, etc. based on broad
perspectives gained through experience over many years
in the core operations of Achi Prefectural Government
administration.

- 21 -

(3) External officer remuneration, etc.
(Unit: 1 million yen)
Number paid
Total amount of remuneration, etc.

Remuneration, etc. from the Bank
5

21

Remuneration, etc. from the Bank's parent
company－(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. Remuneration, etc. numbers above include 1 million yen in executive bonus scheduled for payment in June 2022 (external directors 0 yen, external auditors 0 yen).

(4) Opinion of external officers
Not applicable.

- 22 -

4

Matters related to stock of the Bank
(1) Number of shares(Notes)Total number of authorized shares
Total Number of issued shares

Common stock
Common stock

50,000 thousand shares
21,780 thousand shares

The number of shares is rounded down to the nearest 1,000 shares.

(2) Number of shareholders at the end of this fiscal
year

6,476

(3) Major shareholders
Investment in the Bank
Personal or trade name of shareholder
Number of shares held

Ownership ratio

1,000 shares%

MUFG Bank, Ltd.

8,534

39.19

Misono Service Co., Ltd.

2,174

9.98

Custody Bank of Japan, Ltd. (Trust Account 4)

992

4.55

The Master Trust Bank of Japan, Ltd. (Trust Account)

912

4.18

Custody Bank of Japan, Ltd. (Trust Account)

620

2.85

KT Capital Corporation

610

2.80

Chukyo Bank Employee Shareholding Association

417

1.91

Daido Life Insurance Company

329

1.51

Daiwa Can Company

296

1.36

Chukyo TV. Broadcasting Co., Ltd.

263

1.21

(Notes) 1. The number of shares is rounded down to the nearest 1,000 shares.
2. The shareholding ratio is a percentage of the total after deduction of the 5,000 treasury shares and rounded down to two decimal places.

- 23 -

5

Financial Auditor(1) Status of Financial Auditor(Unit: 1 million yen)
Personal or trade name

Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner Masaru Kishino
Designated Limited Liability Partner Atsuki Jinno

Compensation, etc. for the fiscal year

59

Others(Reasons of Board of Auditors for agreeing toproposed remuneration, etc.)
The Board of Auditors reviewed the Auditing Planof the Financial Auditor, the performance ofaccounting
audit
duties,andestimated
remuneration in light of the Bank's business, etc.
and found the proposed auditing remuneration to
be at a level sufficient for the Financial Auditor tosecure the required auditing structure and auditing
hours, and perform appropriate audits. It therefore
agreed to the proposed remuneration, etc. to the
Financial Auditor.
(Description of non-auditing services)
The Bank paid consideration to the Financial
Auditor for advice and guidance concerning thereview of the allowance for doubtful accounts andentrustment of operations, etc. related to thebusiness integration between the Bank and The
Aichi Bank, Ltd., which are services outside theservices set forth in Article 2.1 of the Certified
Public Accountants Act (non-auditing service).

(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The total monetary and other financial interest to be paid by the Bank and its sub-entities, etc. to the Financial Auditor is 108 million yen.
3. Under the audit agreement between the Bank and the financial auditor, the amount of audit remuneration for audits pursuant to the Companies Act and for audits pursuant to
the Financial Instruments and Exchange Act is not clearly separated, and effectively cannot be separated, so the amount of remuneration, etc. pertaining to the current fiscal
year states the total amount of both.

(2) Limited liability agreements
Not applicable.
(3) Indemnity Agreements
Not applicable.
(4) Other matters concerning Financial Auditors
a Policy on determining the termination or non-reappointment of financial auditor
The Board of Auditors reviews the Financial Auditor's independence, quality control, general capacity and other factors in light of the Financial
Auditor Valuation Standards. If, as a result of this review, it determines it to be necessary to dismiss or decline to reappoint the Financial Auditor, aproposal for the dismissal or non-reappointment of the Financial Auditor is submitted to the General Meeting of Shareholders for resolution.
In addition, if the financial auditor is deemed to fall under the subparagraphs of Article 340(1) of the Companies Act, the financial auditor will bedismissed based on the unanimous consent of theBoard of Auditors. In that event, an auditor appointed by the Board of Auditors will report thedismissal of the financial auditor and the reasons therefor at the first shareholders’ meeting convened after the dismissal.
b6
7

Major subsidiaries audited by auditing firms other than the Bank's Financial Auditor
Not applicable.
Basic guidelines concerning parties controlling decisions on financial and operational policies
Not applicable.
Matters concerning specific wholly-owned subsidiaries- 24 -

8
910

Not applicable.
Matters concerning dealings with the parent company, etc.
Not applicable.
Accounting advisors
Not applicable.
OthersNot applicable.

- 25 -

End of 116th fiscal year

Balance Sheet(As at March 31, 2022)(Unit: 1 million yen)Account title(Assets)
Cash and due from banks
Cash
Deposits
Securities
Government bonds
Local government bonds
Corporate bonds
Stock
Other securities
Loans and bills discounted
Bills discounted
Loans on notes
Loans on deeds
Overdrafts
Foreign exchange
Foreign deposits paid
Foreign bills bought
Foreign bills receivable
Other assets
Domestic exchange settlement
account, debit
Prepaid expenses
Accrued income
Financial derivatives
Cash collateral paid for financial
instruments
Other assets
Tangible fixed assets
Buildings
Land
Leased assets
Construction in progress
Other tangible fixed assets
Intangible fixed assets
SoftwareLeased assets
Other intangible assets
Prepaid pension costs
Customers' liabilities for acceptancesand guarantees
Allowance for doubtful accounts

AmountAccount title

350,631
14,428336,203
406,056
106,489
85,58590,50528,12495,351
1,549,149
5,341
31,811
1,298,165
213,830
6,589
4,692
3
1,893
17,948
218
10
1,189
4,922
10,1901,417
17,923
3,289
13,327
274
397
634
1,647
1,345
169
131
3,234
2,457
-10,467(Liabilities)
Deposits
Current account deposits
Ordinary deposits
Savings deposits
Notice deposits
Term deposits
Installment savings
Other deposits
Negotiable certificates of deposit
Call money
Payables under securities lendingtransactions
Borrowed money
Borrowings
Foreign exchange
Due to foreign banks (ouraccounts)
Accrued foreign bills
Corporate bonds
Other liabilities
Domestic exchange settlement
account, credit
Accrued corporate tax, etc.
Accrued expenses
Unearned revenue
Reserve for interest on installment
savings
Financial derivatives
Lease obligations
Asset retirement obligations
Other liabilities
Allowance for bonuses payable
Allowance for reimbursement ofdeposits
Allowance for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities(Equity)
CapitalCapital surplus
Capital reserves
Retained earnings
Retained earnings reserves
Other retained earnings.
Reserve for tax purpose
reduction entry of noncurrent assets
General reserve
Earned surplus brought
forwardTreasury shares
Total shareholders’ equity
Valuation difference on available-forsale securities
Deferred gains or losses on hedges- 26 -

Amount
1,860,209
108,386
1,067,907
11,2275,424
645,009
12,8789,374
5,310
45,000
9,001
291,500
291,500
57
12
44
5,000
15,844
542
558
799
1,044
0
4,827
512
334
7,224
519
122
562
1,081
2,298
2,457
2,238,964
31,87923,21923,21937,441
3,683
33,758340
11,00022,418-11
92,5288,109472

Total assets

2,345,171

Revaluation reserve for land
Total valuation and translation
adjustments
Share acquisition rights
Total net assets
Total liabilities and net assets- 27 -

4,864
13,446230
106,206
2,345,171

116th fiscal year (From April 1, 2021
To March 31, 2022

) Profit and loss statement(Unit: 1 million yen)Account title

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on deposits paid
Other interest income
Fees and commissions
Fund transfer fees received
Other fees and commissions
Other operating income
Foreign exchange trading income
Gain on sale of national government bonds
Other ordinary income
Gain on loan losses recovered
Gain on sale of securities
Other ordinary income
Ordinary expenses
Financing Costs
Interest on deposits received
Interest on negotiable certificates of deposit
Interest on call money
Interest on securities lending transactions
Interest on bonds
Interest on interest rate swaps
Other interest expenses
Fees and commissions payable
Fund transfer fees paid
Other fees and commissions
Other operating expenses
Loss on sale of national government bonds
Financial derivatives expenses
Operating expenses
Other ordinary expenses
Provision for doubtful accounts
Loss on sale ofAmortization of equity
Other ordinary expenses
Ordinary income
Extraordinary profit
Gain on disposal of fixed assets
Extraordinary loss.
Loss on disposal of fixed assets
Impairment loss
Other extraordinary loss
Pre-tax net income
Corporate, inhabitants, and enterprise taxes
Adjustments to income taxes
Total income taxes
Net income

31,45919,716
13,421
5,900
375
19
5,470
1,281
4,189
1,227
93
1,133
5,045
0
4,477
567
24,932
820
149
8
-1
6
56
581
20
2,164
209
1,954
1,404
1,391
12
16,374
4,169
2,439
320
4
1,405
6,526
584
584
2,141
13
1,250
876
4,969
1,493
-771
722
4,246

- 28 -

End of 116th fiscal year

(As at March 31, 2022)

Consolidated Balance Sheet(Unit: 1 million yen)Account title

AmountAccount title

Amount(Liabilities)(Assets)

Deposits

Cash and due from banks

350,633

Negotiable certificates of deposit

5,310

405,263

Call money and bills soldPayables under securities lendingtransactions
Borrowed money

45,000

Securities
Loans and bills discounted
Foreign exchange
Other assets

1,549,464
6,589
21,757

Tangible fixed assets

17,802

Buildings

3,409

Land

13,06057
5,000

Other liabilities

22,374

Allowance for bonuses payable
Allowance for reimbursement ofdeposits
Allowance for contingent loss

534

Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees

1,030

Construction in progress

397

Total liabilities

Other tangible fixed assets

642(Equity)

Leased assets

2,462
2,240,049

31,87924,0291,361

Retained earnings

38,551

Treasury shares

228

3,251
341
2,462
-11,093
2,348,196-11

Total shareholders’ equity
Valuation difference on available-forsale securities
Deferred gains or losses on hedges

94,448

Revaluation reserve for land
Cumulative adjustments of retirement
benefits
Total of other comprehensive
accumulated income
Share acquisition rights

4,864

Total net assets
Total assets

2,298

Capital surplus

133

Allowance for doubtful accounts

562

Capital

Net defined benefit assets

Customers' liabilities for
acceptances and guarantees

122

1,724

Other intangible assets

Deferred tax assets

291,500

Corporate bonds

291

Software9,001

Foreign exchange

Leased assets

Intangible fixed assets

1,854,796

Total liabilities and net assets- 29 -

8,110
472

18
13,466
230
108,146
2,348,196

116th fiscal year (From April 1, 2021
To March 31, 2022

) Consolidated Profit and Loss Statement(Unit: 1 million yen)Account title

AmountOrdinary income

31,528Interest income

19,085Interest on loans and discounts

13,459Interest and dividends on securities

5,231

Interest on deposits paid

375

Other interest income

19

Fees and commissions

5,985

Other operating income

1,415

Other ordinary income

5,042

Gain on loan losses recovered

1

Gain on sale of securities

4,477

Other ordinary income

563

Ordinary expenses

25,461

Financing Costs

821

Interest on deposits received

149

Interest on negotiable certificates of deposit

8

Interest on call money and bills sold-1

Interest on securities lending transactions

6

Interest on bonds

56

Other interest expenses

602

Fees and commissions payable

1,993

Other operating expenses

1,404

Operating expenses

17,025

Other ordinary expenses

4,216

Provision for doubtful accounts

2,475

Other ordinary expenses

1,740

Ordinary income

6,067

Extraordinary profit

584

Gain on disposal of fixed assets

584

Extraordinary loss

2,141

Loss on disposal of fixed assets

13

Impairment loss

1,250

Other extraordinary loss

876

Net income before taxes and other adjustments

4,509

Corporate, inhabitants, and enterprise taxes

1,506

Adjustments to income taxes-725

Total income taxes

781

Net income

3,728

Net income attributable to shareholders of the parent company

3,728- 30 -

Note that the Japanese version of the Convocation Notice of the 116th Annual General Meeting of Shareholders has attached to it an
Independent Auditor’s Report with an unqualified opinion provided by Deloitte Touche Tohmatsu LLC with regard to the non-consolidated
and consolidated financial statements prepared by The Chukyo Bank, Limited in accordance with the laws of Japan.

- 31 -

Transcript of the Audit Report of the Board of Auditors
Audit report
Concerning the execution of duties by directors during the 116th fiscal year from April 1, 2021 to March 31, 2022, based on the audit reports
prepared by each company auditor, and after careful discussions, this Auditing and Supervisory Committee has compiled this Audit Report, andreports as follows.
1. The methods and content of the audits of company auditors and the Auditing and Supervisory Committee(1) In addition to establishing an audit policy, a division of duties, and the like, and receiving reports from each company auditor on the status
and results of the implementation of audits, the Auditing and Supervisory Committee has received reports from the directors, etc. and theaccounting auditor on the status of the execution of their duties, and has requested explanations as necessary.
(2) In compliance with the Auditor Auditing Standards formulated by the Auditing and Supervisory Committee, and in accordance withauditing policies and assignments, individual auditors endeavored to facilitate communication with the directors, executive officers,internal auditing departments and other employees, collect information, and enhance the auditing environment. In addition, they performed
audits according to the following methods.
1) Attended meetings of the Board of Directors and other important meetings, received reports on the execution of duties from directors,
executive officers, and employees, etc., requested explanations as necessary, reviewed important decision-making documents, etc. andaudited the status of operations and assets in the head office and major branch offices. In regard to subsidiaries, the auditors received
business reports from subsidiaries as necessary in order to ensure good communication and information exchange with the directors andauditors, etc. thereof.
2) Received regular reports from directors, executive officers, and employees, etc. on the building and administration of systems to ensurethat the execution of duties by directors as stated in the business report conforms to laws, ordinances and the Articles of Incorporation,and resolutions of the Board of Directors and systems established under those resolutions for the creation of the systems set forth in
Article 100, Paragraph 1 and Paragraph 3 of the Enforcement Orders to the Companies Act as necessary to ensure the appropriate
operation of corporate groupings comprising joint stock companies and their subsidiaries, requested explanations as necessary, andexpressed opinions.
3) As well as monitoring and verifying whether the financial auditor maintains an independent position and properly conducts its audit, thecompany auditors received reports and requested explanations as necessary from the financial auditor on the status of the execution of its
duties. Further, the corporate auditors received a notice from the accounting auditor to the effect that it maintains “systems in order toensure that its duties are properly performed (matters listed in each item under Article 131 of the Ordinance on Company Accounting) inaccordance with “quality control standards for auditing” (October 28, 2005, Business Accounting Council), etc., and requested
explanations as necessary.
Based on the methods above, the auditors examined the business report and attached schedules, financial statements (balance sheet, profit andloss statement, non-consolidated statements of changes in net assets and notes to specific items) and attached schedules, and consolidated
financial statements (consolidated balance sheet, consolidated statements of income, consolidated statements of changes in net assets and notes
to the consolidated financial statements) for the fiscal year.
2.

Audit Results(1) Audit results for the business report, etc.
1) In our opinion, the business report and the annexed detailed statement comply with laws and ordinances and the articles of incorporation
and accurately reflect the situation of the company.
2) In our opinion, there has been no material misconduct or breach of laws and regulations or the articles of incorporation by a Director in
the course of performing duties.
3) We find that the Board of Directors' resolutions with respect to the internal control systems are appropriate. Further, we found no mattersthat should be raised with regard to the details stated in the business report or the execution of the directors’ duties concerning thoseinternal control systems.
(2) Audit results for financial statements and their annexed detailed statements
We find the methods and results of the audits performed by Financial Auditor Deloitte Touche Tohmatsu LLC to be reasonable andappropriate.
(3) Results of audit of consolidated financial statements
We find the methods and results of the audits performed by Financial Auditor Deloitte Touche Tohmatsu LLC to be reasonable andappropriate.
May 11, 2022

Board of Auditors, The Chukyo Bank, Limited- 32 -

Fu l l -t i m e Au d i t o r

Akihiro Maeda[seal]

External Auditor

Kazuhiko Kimura[seal]

External Auditor

Yoshiko Kurimoto[seal]End of document- 33 -

Reference Documents for the General Meeting of Shareholders
Proposals and Matters for Reference
Proposal No. 1
Appropriation of surplus
Regarding the disposal of surplus, we propose the following in consideration of the social and public nature of banks. This
proposal is founded on a basic policy of maintaining stable and continuous dividends to shareholders while maintaining anawareness of enhancing internal reserves in the interest of sound management.
Matters concerning year-end dividends(1) Types of dividend assets
To be paid in cash.
(2) Dividend allocations and their aggregate amount
We propose to allocate 35 yen per share of common stock of the Bank.
This would result in a total dividend allocation of 762,121,780 yen.
(3) Effective date of surplus dividend
June 27, 2022

- 34 -

Proposal No. 2:

Approval of Share Transfer Plan With The Aichi Bank, Ltd.

The Chukyo Bank, Limited (“Chukyo Bank”) and The Aichi Bank, Ltd. ("Aichi Bank") (collectively, "Banks"), in accordancewith the basic agreement executed by the Banks on December 10, 2021 (“Basic Agreement”), resolved at their respective
meetings of the board of directors held on May 11, 2022 to incorporate a company named "Aichi Financial Group, Inc." (the"Joint Holding Company") that would become a wholly-owning parent company of the Banks effective as of October 3, 2022
through a joint share transfer (the "Share Transfer"), and resolved the outline of the Joint Holding Company and terms of the
Share Transfer. The Banks also entered into the business integration agreement (the "Business Integration Agreement") andjointly prepared the share transfer plan (“Share Transfer Plan”) dated May 11, 2022.
Chukyo Bank also executed a treasury stock tender offer application agreement (the “Treasury Stock Tender Offer Application
Agreement”) with MUFG Bank, Ltd. (“MUFG Bank”) on May 11, 2022 assuming the approval of the Bank’s respective
general meetings of shareholders to the Share Transfer, and, in accordance with this Treasury Stock Tender Offer Application
Agreement, implemented a tender offer with respect to Chukyo Bank shares (the “Treasury Stock Tender Offer”), and MUFG
Bank has agreed to tender all 8,534,385 Chukyo Bank ordinary shares it owns (“the Chukyo Bank Ordinary Shares”) to thisTreasury Stock Tender Offer. The Share Transfer will be implemented conditional on the approval of the Banks’ respective
general meetings of shareholders and clearance from relevant authorities, and the resolution of the Treasury Stock Tender
Offer being lawfully passed after MUFG Bank tenders all 8,534,385 Chukyo Bank Ordinary Shares it owns, etc.
We have made this proposal to ask for your approval of the Share Transfer Plan.
The reasons for the Share Transfer, a summary of the Share Transfer Plan and other matters relating to this proposal are as
follows.
1.

Reasons for implementing the share transfer
Aichi Bank and Chukyo Bank, as local financial institutions with their main branches located in Aichi Prefecture, which is a
center for a variety of industries, have fulfilled their social missions and built solid operation bases with the support fromlocal residents.
With recent changes in industrial structures and social environments nationwide such as environmental problems and thepost-COVID-19 environment, in the Aichi Prefecture and the surrounding Tokai area in which the Banks operate (the“Region”), customer needs are becoming more sophisticated and diversified as the management issues of businesscustomers and the lifestyles of individual customers change, and the Banks believe they are at a turning point in terms of
expanding their business opportunities with increased missions and roles as local financial institutions. While the market isbecoming increasingly competitive with new entrants in the financial area from different industries such as fintech
companies, the Banks are required to develop new financial businesses that can be the primary source of revenue, not just ascompetitors of those new entrants, but by establishing business alliances that utilize their respective technologies andoperating bases and by effectively taking advantage of deregulation under the Banking Act, thereby building a sustainableprofit base and contributing to the local community as local financial institutions.
Being aware of such management environment and issues and continuing to respond to the expectations of local residents
while the competition with other financial institutions, including those in adjacent prefectures, intensifies in the fertile- 35 -

market of the Region, which is expected to expand, the Banks decided that the best option to contribute to the developmentof their stakeholders is to utilize the management resources and strengths of the Banks that have built their operation basesin the Region over many years, achieve business integration between urban financial institutions, enhance their competitiveedge by displaying an outstanding presence, and continue providing advanced financial services.
Based on the Basic Agreement, the Banks have been advancing deliberations and considerations in anticipation of a businessintegration (hereinafter the "Business Integration"), which will proceed under a basic policy of the formation of a joint
holding company, targeted for October 3, 2022, via the Share Transfer, and a future merger of both Banks under the Joint
Holding Company, and on May 11, 2022 the Banks reached a definitive agreement regarding this Business Integration.
2.

A summary of the content of the share transfer plan
A summary of the Share Transfer Plan is provided in the Share Transfer Plan (copy) below.
See Reference Documents for the 116th General Meeting of Shareholders <Supplement> (pages 35 to 119) for Exhibit 2(1)-1 through Exhibit 3-(9)-2 (Rights to subscribe for new shares) of the Share Transfer Plan (copy).

Share Transfer Plan (copy)
The Aichi Bank, Ltd. (“Aichi Bank”) and The Chukyo Bank, Limited (“Chukyo Bank”) have agreed to carry out a share transfer
by means of a joint share transfer, and therefore jointly prepare a share transfer plan (this “Plan”) as follows.
Article 1.
Share Transfer
In accordance with the provisions of this Plan, on the Establishment Date (defined in Article 7; hereinafter the same) of thewholly-owning parent company incorporated in a share transfer that is newly incorporated by means of a joint share transfer (the“New Company”), Aichi Bank and Chukyo Bank shall carry out a share transfer (the “Share Transfer”) causing the New
Company to acquire all of the issued shares of Aichi Bank and Chukyo Bank, and as a result, Aichi Bank and Chukyo Bank will
become wholly-owned subsidiaries of the New Company.
Article 2.
1.

Purpose, Trade Name, Headquarters Location, Total Number of Authorized Shares and Other Matters to be

Set Forth in the Articles of Incorporation of the New Company
The New Company purpose, trade name, headquarters location, and total number of authorized shares shall be as follows.
(1)

PurposeThe purpose of the New Company shall be as set forth in Article 2 of the Articles of Incorporation set forth in(2)

Exhibit 1.
Trade Name

(3)

The trade name of the New Company will be Aichi Financial Group, Inc.
Headquarters Location- 36 -

The location of the headquarters of the New Company shall be Nagoya, Aichi Prefecture, and the address of its(4)
2.

headquarters shall be 14-12 Sakae 3-chome, Naka-ku, Nagoya, Aichi Prefecture.
Total number of authorized shares

The total number of authorized shares of the New Company shall be 150,000,000 shares.
In addition to the matters listed in the preceding paragraph, the matters to be provided for in the articles of incorporationof the New Company shall be as set forth in the Articles of Incorporation in Exhibit 1.

Article 3.
Names of the Directors and Accounting Auditor at the Time of Establishment of the New Company
1.
The names of the directors at the time of establishment of the New Company (excluding directors at the time ofestablishment who are Audit Committee members at the time of establishment) are as follows.
Director (planned to be appointed as President and Representative Director)
Yukinori Ito
Director (planned to be appointed as Vice President and Representative Director )Director
Nobuhiko Kuratomi

2.

3.

Director
Director

Hiroyasu Matsuno
Hiroaki Yoshikawa

Director
Director

Makoto Hayakawa
Norimasa Suzuki

Director
Director

Kenji Ito
Hisashi Sebayashi

The names of Directors at the time of establishment of the New Company who are Audit Committee members at the timeof establishment are as follows.
Director
Outside Director

Masahiro Kato
Yasutoshi Emoto

Outside Director
Outside Director

Yuki Shibata
Chieko Murata

Outside Director
Outside Director

Yoshiko Kurimoto
Takumi Azuma

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

Article 4.
1.

Hideo Kobayashi

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

At the time of the Share Transfer, the New Company shall deliver to the shareholders of Aichi Bank and Chukyo Bank at
the time immediately prior to the point in time that the New Company acquires all issued shares of Aichi Bank and
Chukyo Bank (the “Reference Time”), in exchange for the common shares of Aichi Bank and Chukyo Bank that they
respectively own, common shares of the New Company (the “Issued Shares”) in the same number as the total of (i) the
number obtained by multiplying the total number of common shares issued by Aichi Bank as of the Reference Time by
3.33, and (ii) the number obtained by multiplying the total number of common shares issued by Chukyo Bank as of the- 37 -

Reference Time by 1.
2.

The New Company shall allocate the Issued Shares that are issued pursuant to the provisions of the preceding paragraphto the shareholders of Aichi Bank and Chukyo Bank at the Reference Time in the following proportions (the “Share
Transfer Ratio”).
(1) To shareholders of Aichi Bank, 3.33 common shares of the New Company for each common share of Aichi Bank
(2)

3.

that the shareholder owns.
To shareholders of Chukyo Bank, 1 common share of the New Company for each common share of Chukyo Bank

that the shareholder owns.
Any fraction of less than one share in the calculation set forth in the preceding two paragraphs shall be handled inaccordance with the provisions of Article 234 of the Companies Act (Act No. 86 of July 26, 2005, as amended;hereinafter the same) and other relevant laws and regulations.
Amounts of the New Company’s Capital and Reserves

Article 5.

The amounts of capital and reserves on the Establishment Date of the New Company shall be as follows.
(1) Amount of stated capital(2) Amount of capital reserves

20,000,000,000 yen
5,000,000,000 yen(3) Amount of retained earnings reserves
0 yen(4) Amount of capital surplus The amount obtained by subtracting the total of the amounts set forth in (1) and (2) abovefrom the amount of changes in shareholder equity stipulated in Article 52(1) of the Regulations on Corporate
Accounting.
Article 6.
1.

Rights to Subscribe for New Shares to be Delivered at the Time of the Share Transfer and Their Allocation

Delivery of Rights to Subscribe for New Shares(1) At the time of the Share Transfer, the New Company shall respectively deliver the rights to subscribe for new
shares of the New Company listed in Column 2 to holders of each right to subscribe for new shares issued by
Aichi Bank listed in Column 1 from (1) to (10) in the table below at the Reference Time, in exchange for the
Aichi Bank rights to subscribe for new shares that they respectively own, in the same number as the total of the
Aichi Bank rights to subscribe for new shares at the Reference Time.
Column 1

(1)

(2)

Name
The Aichi Bank, Ltd.
Series 1 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 2 Rights to
Subscribe for New

Column 2
Details
As stated in
Exhibit 2-(1)1Name
Aichi Financial Group, Inc.
Series 1 Rights to Subscribe for
New Shares

Details
As stated in
Exhibit2(1)-2

As stated in
Exhibit 2-(2)1

Aichi Financial Group, Inc.
Series 2 Rights toSubscribe for
New Shares

As stated in
Exhibit2(2)-2- 38 -Column 1

Column 2

Name

Details

Name

Details

The Aichi Bank, Ltd.
Series 3 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 4 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 5 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 6 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 7 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 8 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 9 Rights to
Subscribe for New
SharesThe Aichi Bank, Ltd.
Series 10 Rights to
Subscribe for New
SharesAs stated in
Exhibit 2-(3)1

Aichi Financial Group, Inc.
Series 3 Rights to Subscribe for
New Shares

As stated in
Exhibit2(3)-2

As stated in
Exhibit 2-(4)1

Aichi Financial Group, Inc.
Series 4 Rights to Subscribe for
New Shares

As stated in
Exhibit2(4)-2

As stated in
Exhibit 2-(5)1

Aichi Financial Group, Inc.
Series 5 Rights to Subscribe for
New Shares

As stated in
Exhibit2(5)-2

As stated in
Exhibit 2-(6)1

Aichi Financial Group, Inc.
Series 6 Rights to Subscribe for
New Shares

As stated in
Exhibit2(6)-2

As stated in
Exhibit 2-(7)1

Aichi Financial Group, Inc.
Series 7 Rights to Subscribe for
New Shares

As stated in
Exhibit2(7)-2

As stated in
Exhibit 2-(8)1

Aichi Financial Group, Inc.
Series 8 Rights to Subscribe for
New Shares

As stated in
Exhibit2(8)-2

As stated in
Exhibit 2-(9)1

Aichi Financial Group, Inc.
Series 9 Rights to Subscribe for
New Shares

As stated in
Exhibit2(9)-2

As stated in
Exhibit2(10)-1

Aichi Financial Group, Inc.
Series 10 Rights to Subscribe for
New Shares

As stated in
Exhibit2(10)-2

Shares

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(2)

At the time of the Share Transfer, the New Company shall respectively deliver the rights to subscribe for new
shares of the New Company listed in Column 2 to holders of each right to subscribe for new shares issued by
Chukyo Bank listed in Column 1 from (1) to (9) in the table below at the Reference Time, in exchange for the
Chukyo Bank stock rights to subscribe for new shares that they respectively own, in the same number as total of
the Chukyo Bank rights to subscribe for new shares at the Reference Time.
Column 1
Name

Column 2
DetailsName- 39 -

DetailsColumn 1

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Name
The Chukyo Bank,
LimitedSeries 1 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 2 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 3 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 4 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 5 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 6 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 7 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 8 Rights to
Subscribe for New
SharesThe Chukyo Bank,
LimitedSeries 9 Rights to
Subscribe for New
SharesColumn 2
Details
As stated in
Exhibit 3-(1)1Name
Aichi Financial Group, Inc.
Series 11 Rights to Subscribe for
New Shares

Details
As stated in
Exhibit 3-(1)2

As stated in
Exhibit 3-(2)1

Aichi Financial Group, Inc.
Series 12 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(2)2

As stated in
Exhibit 3-(3)1

Aichi Financial Group, Inc.
Series 13 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(3)2

As stated in
Exhibit 3-(4)1

Aichi Financial Group, Inc.
Series 14 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(4)2

As stated in
Exhibit 3-(5)1

Aichi Financial Group, Inc.
Series 15 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(5)2

As stated in
Exhibit 3-(6)1

Aichi Financial Group, Inc.
Series 16 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(6)2

As stated in
Exhibit 3-(7)1

Aichi Financial Group, Inc.
Series 17 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(7)2

As stated in
Exhibit 3-(8)1

Aichi Financial Group, Inc.
Series 18 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(8)2

As stated in
Exhibit 3-(9)1

Aichi Financial Group, Inc.
Series 19 Rights to Subscribe for
New Shares

As stated in
Exhibit 3-(9)2- 40 -

2.

Allocation of Rights to Subscribe for New Shares(1) At the time of the Share Transfer, the New Company shall allocate to the holders of Aichi Bank rights to subscribe
for new shares at the Reference Time one right to subscribe for new shares listed in Column 2 respectively foreach of the rights to subscribe for new shares listed in Column 1 from (1) to (10) in the table in item (1) of the(2)

preceding paragraph.
At the time of the Share Transfer, the New Company shall allocate to the holders of Chukyo Bank rights to
subscribe for new shares at the Reference Time one right to subscribe for new shares listed in Column 2
respectively for each of the rights to subscribe for new shares listed in Column 1 from (1) to (9) in the table initem (2) of the preceding paragraph.

Article 7.
New Company Establishment Date
The date on which the incorporation of the New Company is to be registered (referred to as the “Establishment Date” in thisPlan) shall be October 3, 2022; provided, however, that Aichi Bank and Chukyo Bank may change this by agreement upon
consultation if necessary due to the progress of the procedures for the Share Transfer or for other reasons.
Article 8.

General Meetings of Shareholders to Approve the Share Transfer Plan

1.

Aichi Bank shall convene an ordinary general meeting of shareholders on June 24, 2022, and seek resolutions regarding
approval of this Plan and matters required for the Share Transfer.

2.

Chukyo Bank shall convene an ordinary general meeting of shareholders on June 24, 2022, and seek resolutions
regarding approval of this Plan and matters required for the Share Transfer.

3.

If necessary due to the progress of the procedures for the Share Transfer or for any other reason, Aichi Bank and Chukyo
Bank may, upon consultation and by agreement, change the date of each general meeting of shareholders requesting
resolutions regarding the approval of this Plan and the matters required for the Share Transfer stipulated in the preceding
two paragraphs.

Article 9.
1.

Share Listing and Shareholder Register Administrator

On the Establishment Date, the New Company plans to list its common shares on the Tokyo Stock Exchange, Inc.
(“TSE”) Prime Market and the Nagoya Stock Exchange, Inc. (“NSE”) Premier Market, and Aichi Bank and Chukyo
Bank shall, upon consultation, mutually cooperate to the extent possible to carry out the procedures required for suchlisting.

2.

Aichi Bank and Chukyo Bank shall mutually cooperate and carry out necessary procedures to ensure that the listing ofcommon shares issued by the New Company on the TSE Prime Market and on the NSE Premier Market is maintained.

3.

The shareholder register administrator for the New Company at the time of establishment will be Mitsubishi UFJ Trustand Banking Corporation.

Article 10.

Dividend of Surplus- 41 -

1.

Aichi Bank may distribute dividends of surplus respectively (i) up to a maximum of 220 yen per common share tocommon shareholders or registered pledgees of common shares of Aichi Bank that are entered or recorded in the final
shareholders’ list on March 31, 2022, and (ii) up to a maximum of 150 yen per common share to common shareholders or
registered pledgees of common shares of Aichi Bank that are entered or recorded in the final shareholders’ list on
September 30, 2022.

2.

Chukyo Bank may distribute dividends of surplus respectively (i) up to a maximum of 35 yen per common share tocommon shareholders or registered pledgees of common shares of Chukyo Bank that are entered or recorded in the final
shareholders’ list on March 31, 2022, and (ii) distribute dividends of surplus up to a maximum of 141 yen per commonshare to common shareholders or registered pledgees of common shares of Chukyo Bank that are entered or recorded in3.

the final shareholders’ list on September 30, 2022.
Except for the cases set forth in the preceding two paragraphs, during the period after the preparation of this Plan anduntil the New Company Establishment Date, Aichi Bank and Chukyo Bank shall not pass a resolution to distributedividends of surplus with a record date on or before the New Company’s Establishment Date; provided, however, that
this provision will not apply if Aichi Bank and Chukyo Bank reach an agreement through consultation.

Article 11.
Retirement of Treasury Shares
Aichi Bank and Chukyo Bank shall retire all of the treasury shares that they each hold as of the Reference Time (including
treasury shares to be acquired in response to a dissenting shareholder's exercise of appraisal rights as prescribed in Article 806(1)of the Companies Act exercised at the time of the Share Transfer) pursuant to resolutions of their respective board of directors
meetings held by the day before the New Company Establishment Date.
Article 12.
Management, etc. of Company Assets
1.
During the period after the preparation of this Plan and until the New Company’s Establishment Date, Aichi Bank and
Chukyo Bank respectively shall carry out the performance of their own business and manage and operate their assets withthe due care of a prudent manager, and shall cause their respective subsidiaries to perform their own business and manageand operate their assets with the due care of a prudent manager, and except where otherwise set out in this Plan, shallcarry out or cause to be carried out acts that could have a material impact on their respective assets or rights and duties
2.

after consulting and agreeing in advance.
During the period after the preparation of this Plan and until the New Company’s Establishment Date, if Aichi Bank and
Chukyo Bank discover grounds or circumstances that could have a material adverse effect on the execution of the Share
Transfer or the reasonableness of the Share Transfer Ratio, they shall promptly give written notice thereof to the otherparty and consult in good faith on the handling thereof.

Article 13.
Effect of this Plan
This Plan shall lose effect if the general meeting of shareholders of either Aichi Bank or Chukyo Bank set forth in Article 8 does
not approve this Plan and resolve the matters necessary for the Share Transfer, if permits, etc. by relevant authorities necessary
upon conducting the Share Transfer (including, but not limited to, the approval provided for in Article 52-17(1) of the Banking- 42 -

Act regarding the Share Transfer) are not obtained by the New Company’s Establishment Date, or if the Share Transfer issuspended based on the following article.
Article 14.
Changes to Share Transfer Conditions and Suspension of the Share Transfer
During the period after the preparation of this Plan and until the New Company’s Establishment Date, if a material change has
occurred or if it is discovered that there is an event that has a material impact on the financial or management condition of Aichi
Bank or Chukyo Bank, if a situation that would materially impede the execution of the Share Transfer occurs or becomes evident,
or if it otherwise becomes significantly difficult to achieve the purpose of this Plan, Aichi Bank and Chukyo Bank may, upon
consultation and by agreement, amend the terms and conditions of the Share Transfer or suspend the Share Transfer.
Article 15.

Matters for Consultation

In addition to the matters stipulated in this Plan, Aichi Bank and Chukyo Bank shall separately consult on and determine matters
not provided in this Plan and other matters required for the Share Transfer in accordance with the intent of this Plan.
IN WITNESS WHEREOF, two counterparts of this Plan are prepared, and upon affixing their names and seals thereto, one
counterpart will be held by each of Aichi Bank and Chukyo Bank.

May 11, 2022
Aichi Bank： 14-12 Sakae 3-chome, Naka-ku, Nagoya, Aichi
The Aichi Bank, Ltd.
President

Yukinori Ito

seal

Chukyo Bank: 33-13 Sakae 3-chome, Naka-ku, Nagoya, Aichi
The Chukyo Bank, Limited
President
Hideo Kobayashi- 43 -

seal

Exhibit 1
Aichi Financial Group, Inc.
Chapter I.

Articles of Incorporation
General Provisions

Article 1.
Trade Name
The trade name of the Company is Aichi Financial Group, Inc.
Article 2.
PurposeAs a bank holding company, the purpose of the Company is to engage in the following business.
(1)
Business management of banks and companies capable of being subsidiaries under the Banking Act(2)
All business that is incidental or related to the business set forth in the preceding subparagraph(3)
In addition to the businesses listed in the two preceding subparagraphs, business that can be carried out by a bankholding company under the Banking Act
Article 3.
Location of Headquarters
The Company locates its headquarters in Nagoya.
Article 4.
Method of Public Notice1.
Public notices of the Company shall be given by electronic means.
2.
If the Company is unable to issue an electronic public notice due to unavoidable circumstances, notice will be given bymeans of publication in the Nihon Keizai Shimbun and Chunichi Shimbun.
Chapter II. Shares
Article 5.
Total Number of Authorized Shares
The total number of authorized shares of the Company shall be 150,000,000 shares.
Article 6.
Acquisition of Treasury Shares
Pursuant to the provisions of Article 165(2) of the Companies Act, the Company may acquire treasury shares through market
transactions or the like by a resolution of the Board of Directors.
Article 7.
Share Units
The number of the Company’s shares constituting one unit shall be 100 shares.
Article 8.
Demand for Sale to Holder of Shares Less than One Unit
A shareholder who holds shares in the Company that are less than one unit may demand that the Company sell shares of anumber sufficient to constitute a share unit when combined with the number of shares of less than one unit held by thatshareholder (“Additional Purchase”).
Article 9.
Limitation of Rights of Holder of Shares Less than One Unit
Shareholders holding less than one full unit of the Company’s shares may not exercise other than the rights listed below.
(1)
The rights listed in each subparagraph of Article 189(2) of the Companies Act.
(2)
The right to demand acquisition of shares with a put option.
(3)
The right to receive allocation of shares for subscription or rights to subscribe for new shares for subscription.
(4)
The right allowing a demand for an Additional Purchase of shares less than one full unit prescribed in the- 44 -

preceding article.
Article 10.
Shareholder Register Administrator
1. The Company has a shareholder register administrator.
2. The shareholder register administrator and the place where administrative work will be conducted shall be selected byresolution of the Board of Directors and public notice shall be made thereof.
Article 11. Share Handling Regulations
Recording or entering matters in the shareholder register and register of rights to subscribe for new shares, the acquisition or
Additional Purchase of shares of less than one full unit, any other handling and fees with respect to shares or rights to subscribe
for new shares, and procedures, etc. upon the exercise of shareholder rights shall be in accordance with laws and regulations orthese Articles of Incorporation, as well as the share handling regulations established by the Board of Directors.
Article 12. Record Date
1.
The Company recognizes shareholders that are entered or recorded as shareholders with voting rights in the final
shareholder register on March 31 each year as shareholders that are able to exercise rights at the ordinary general meetingof shareholders for that fiscal year.
2.
Notwithstanding the preceding paragraph, when necessary the Company may, by a resolution of the Board of Directors
and the provision of prior public notice, deem the shareholders or registered pledgees of shares entered or recorded in the
final shareholder register as of a certain date as the shareholders or registered pledgees of shares eligible to exercise theirrights.
Chapter III.General Meetings of Shareholders
Article 13. Convocation
An ordinary general meeting of shareholders shall be convened in June of each year, and extraordinary general meetings ofshareholders shall be convened as necessary.
Article 14. Place of Convocation
General meetings of shareholders shall be convened at the location of the headquarters or at an adjacent location.
Article 15. Convener and Chair
1.
Unless otherwise provided in laws and regulations, general meetings of shareholders shall be convened by the President
based on a resolution of the Board of Directors. If the President is not available, the general meeting of shareholders shallbe convened by another Director in accordance with the order set forth in advance by the Board of Directors.
2.
The President shall serve as chair of the general meeting of shareholders. If the President is not available, another
Director shall serve as chair, in accordance with the order set forth in advance by the Board of Directors.
Article 16. Electronic Provision Measures
1.
When convening a general meeting of shareholders, the Company shall take electronic measures to provide theinformation contained in the general meeting of shareholders reference documents, etc.
2.
The Company may omit from stating in the document to be delivered to shareholders who have made a request fordelivery in writing by the record date for voting rights all or part of the matters prescribed in an order of the Ministry ofJustice that are the matters for which electronic provision measures are taken.
Article 17. Exercising Voting Rights by Proxy1.
Shareholders may exercise voting rights through a proxy who is a shareholder holding voting rights in the Company.
2.
In the case of the preceding paragraph, the shareholder or the proxy shall submit a written statement certifying rights ofproxy to the Company for each general meeting of shareholders.

- 45 -

Article 18. Method of Resolution
1.
Resolutions of a general meeting of shareholders shall be made by a majority of the votes of shareholders present who areentitled to exercise voting rights, unless otherwise provided for by laws or regulations or these Articles of Incorporation.
2.
Except where otherwise provided in these Articles of Incorporation, resolutions that are pursuant to the provisions ofArticle 309(2) of the Companies Act shall be made by no less than two-thirds of the voting rights at a meeting where
shareholders holding no less than one-third of the voting rights of shareholders entitled to exercise voting rights arepresent.
Article 19. Minutes of Meeting
The main points of the developments and the results of the proceedings at the general meeting of shareholders and other mattersprescribed by laws and regulations shall be entered or recorded in minutes.
Chapter IV.

Directors and Board of Directors

Article 20. Establishment of the Board of Directors
The Company shall have a board of directors.
Article 21. Number of Directors
1.
The number of directors of the Company shall be no more than 20.
2.
Of the directors set forth in the preceding paragraph, the number of directors who are audit committee members (“Audit
Committee Members”) shall be no more than 10.
Article 22. Election of Directors
1.
Directors will be elected by resolution of a general meeting of shareholders by distinguishing between Audit Committee
Members and other directors.
2.
Resolutions for the election of directors shall be made by a majority of the voting rights at a meeting where shareholders
holding no less than one-third of the voting rights of shareholders entitled to exercise their voting rights are present.
3.
Cumulative voting is not used for resolutions to elect directors.
Article 23. Term of Office of Directors
1.
The term of office of a director shall expire at the close of the ordinary general meeting of shareholders held with respect
to the last fiscal year ending within one year of the director’s election.
2.
Notwithstanding the preceding paragraph, the term of office of an Audit Committee Member shall expire at the close of
the ordinary general meeting of shareholders held with respect to the last fiscal year ending within two years of the Audit
Committee Member's election.
3.
The term of office of an Audit Committee Member who is elected to fill the position of an Audit Committee Member
who has resigned shall be the remaining term of office of the outgoing Audit Committee Member.
Article 24. Representative Director and Executive Directors
1.
The Representative Director(s) shall be appointed by resolution of the Board of Directors.
2.
The Representative Director(s) represents the company.
3.
The Board of Directors shall by resolution of the Board of Directors appoint one President, and as necessary, may appoint
one Chairperson and several Vice Presidents, Senior Managing Directors and Managing Directors.
Article 25. Convener and Chairperson of Board of Directors
Unless otherwise provided by laws and regulations, meetings of the Board of Directors shall be convened and chaired by the
President. If the President is not available, the meeting of the Board of Directors shall be convened and chaired by anotherdirector in accordance with the order set forth in advance by the Board of Directors.

- 46 -

Article 26. Board of Director Convocation Notices
1.
A notice convening a meeting of the Board of Directors shall be sent to each director at least three days prior to themeeting date; provided, however, that this period may be shortened in the case of urgency.
2.
When all of the directors have given their consent, a meeting of the Board of Directors may be held without going
through convocation procedures.
Article 27. Method of Resolutions of the Board of Directors
Resolutions of the Board of Directors shall be made by a majority of the directors present at a meeting attended by a majority ofthe directors.
Article 28. Omission of Board of Directors Resolution
If the directors unanimously agree in writing or by electromagnetic record regarding a matter for resolution that has come before
the Board of Directors, it shall be deemed that there was a resolution by the Board of Directors approving that matter for
resolution.
Article 29. Delegation of Business Execution Decisions to Directors
Pursuant to the provisions of Article 399-13(6) of the Companies Act, the Company may delegate all or part of importantbusiness execution decisions (excluding matters listed in each item of Paragraph 5 of said article) to directors by resolution of theBoard of Directors.
Article 30. Minutes of Board of Directors Meeting
The main points of the developments and results of Board of Directors meetings and other matters prescribed by laws andregulations shall be entered or recorded in meeting minutes, and the directors present at the meeting shall sign or affix theirnames and seals or digital signatures there to.
Article 31. Board of Directors Meeting Regulations
Matters concerning the Board of Directors shall be as provided in the Regulations of the Board of Directors set forth by the Boardof Directors, in addition to laws and regulations and these Articles of Incorporation.
Article 32. Director Remuneration
Remuneration, etc. for directors shall be determined separately for Audit Committee Members and other directors by resolutionof the general meeting of shareholders.
Article 33. Limitation of Liability Agreements with Directors
Pursuant to the provisions of Article 427(1) of the Companies Act, the Company may enter into agreements with directors(excluding those who are executive directors, etc.) to limit compensation liability for the acts set forth in Article 423(1) of theCompanies Act; provided, however, that the maximum amount of compensation liability pursuant to such agreements shall be theminimum liability amount stipulated by laws and regulations.
Chapter V. Audit Committee
Article 34. Establishment of Audit Committee
The Company shall have an Audit Committee.
Article 35. Convocation Notice for Audit Committee
1.
Convocation notices for meetings of the Audit Committee shall be issued to Audit Committee Members at least threedays prior to the meeting date; provided, however, that this period may be shortened in the case of urgency.
2.
An Audit Committee meeting may be held without convocation procedures with the consent of all Audit Committee- 47 -

Members.
Article 36. Method of Resolutions of the Audit Committee
Resolutions of the Audit Committee meetings shall be made by a majority of the Audit Committee Members present at a meeting
attended by the majority of the Audit Committee Members.
Article 37. Minutes of Audit Committee Meetings
The main points of the developments and results of Audit Committee meetings and other matters prescribed by laws andregulations shall be entered or recorded in meeting minutes, and the Audit Committee Members present at the meeting shall sign
or affix their names and seals or digital signature thereto.
Article 38. Audit Committee Regulations
Matters concerning the Audit Committee shall be as provided in the Regulations of the Audit Committee set forth by the Audit
Committee, in addition to laws and regulations and these Articles of Incorporation.
Chapter VI.

Accounting Auditor

Article 39. Establishment of Accounting Auditor
The company will have an accounting auditor.
Article 40. Election of Accounting Auditor
The accounting auditor will be elected by a resolution of the general meeting of shareholders.
Article 41. Accounting Auditor’s Term of Office1.
The term of office of the accounting auditor shall expire at the close of the ordinary general meeting of shareholders heldwith respect to the last fiscal year ending within one year of their election.
2.
Unless otherwise resolved at the ordinary general meeting of shareholders under the preceding paragraph, the accounting
auditor shall be deemed to have been re-elected at that ordinary general meeting of shareholders.
Article 42. Accounting Auditor Remuneration
Remuneration, etc., for the accounting auditor will be determined by the Representative Director(s) with the consent of the Audit
Committee.
Chapter VII.

Accounts

Article 43. Fiscal YearThe fiscal year of Company is from April 1 of each year until March 31 of the following year.
Article 44. Year-End Dividends
The Company shall, by a resolution of a general meeting of shareholders, pay a dividend of surplus (“Year-End Dividend”) inmoney to shareholders and registered pledgees of shares that are entered or recorded in the final shareholder register on March 31
of each year.
Article 45. Interim Dividends
The Company may, by a resolution of the Board of Directors, make a dividend of surplus as set out in Article 454(5) of theCompanies Act (“Interim Dividend”) to shareholders and registered pledgees of shares that are entered or recorded on the final
register of shareholders on September 30 of each year.
Article 46. Period of Exclusion for Dividends, etc.

- 48 -

1.

When a Year-End Dividend or Interim Dividend has not been received after a full five-year period has passed from its
payment commencement date, the Company will be released from its duty to make that payment.
Unpaid Year-End Dividends and Interim Dividends will not accrue interest.

2.

Supplementary Provisions
Article 1.
First Fiscal Year
Notwithstanding the provisions of Article 43, the first fiscal year of the Company shall be from the date of establishment of theCompany to March 31, 2023.
Article 2.
Initial Director Remuneration
1.
Notwithstanding the provisions of Article 32, the total amount of remuneration, etc., for directors (excluding Audit
Committee Members) from the date of establishment of the Company to the close of the first ordinary general meeting ofshareholders shall be no more than 260 million yen per year.
2.
Notwithstanding the provisions of Article 32, the total amount of remuneration, etc., for Audit Committee Members fromthe date of establishment of the Company to the close of the first ordinary general meeting of shareholders shall be no
more than 90 million yen per year.
Article 3.
Deletion of Supplementary Provisions
These Supplementary Provisions shall be deleted at the close of the first ordinary general meeting of shareholders after theestablishment of the Company.
End of document.
3.

Matters concerning the appropriateness of the provisions on matters listed in Article 773, Paragraph (1), Item (v) and Item(vi)(1) Total number of shares to be transferred for consideration and appropriateness of allocation
The Banks have decided the following ordinary share allocation ratio (the “Share Transfer Ratio”) for the Joint Holding
Company to be allocated to their respective shareholders for the incorporation of the Joint Holding Company throughthe Share Transfer, and determined that the Share Allocation Ratio is adequate.
A.

Details of Allocation Pertaining to the Share Transfer (Share Transfer Ratio)
Company name

Chukyo Bank

Aichi Bank

Share Transfer Ratio

1

3.33

- 49 -

(Note 1) Share allocation ratio
For every 1 common share of Chukyo Bank, 1 common share of the Joint Holding Company shall be allocated, and forevery 1 common share of Aichi Bank, 3.33 common shares of the Joint Holding Company shall be allocated. Note thatthe share unit number for the Joint Holding Company is planned to be 100 shares. The Share Transfer Ratio above wasbased on the calculations and analytical results of a third party valuation institution, the advice of legal advisors, andthe results of due diligence performed by each Bank on the other, and was comprehensively decided upon using various
factors, such as the market share price of the Banks, their respective financial situations, future outlooks, the Treasury
Stock Tender Offer to be performed ahead of the Share Transfer, and the allocation of 141 yen in surplus (the “Special
Dividend”) (prior to deducting the amount of taxes withheld, the same applying hereinafter) per Chukyo Bank share, as
per the shareholder return policy for general shareholders announced by Chukyo Bank on May 11, 2022 in the NoticeRegarding the Execution of the Definitive Agreement on Establishment of a Joint Holding Company by The Aichi
Bank, Ltd. and The Chukyo Bank, Limited (Joint Share Transfer), Development of a Share Transfer Plan, and Dividendof Surplus (Special Dividend).
If, as a result of the Share Transfer, shareholders of either Bank must be granted fractions of a share that do not amountto one common share of the Joint Holding Company, in accordance with Article 234 of the Companies Act and otherrelated laws and regulations, shareholders shall be paid an amount equivalent to the value of such fractional sharesamounting to less than one share.
Note that the above Share Transfer Ratio may change by mutual agreement of the Banks following the execution of theBusiness Integration Agreement, but before the effective date of the Share Transfer, in the event major circumstances
are discovered or occur that may have a significant impact on the Share Transfer Ratio.
(Note 2) New shares to be granted by the Joint Holding Company (planned)
Common shares: 49,094,859 shares
The above values were calculated based on the total number of common shares issued by Chukyo Bank as of March 31,
2022 (21,780,058 shares), and the total number of common shares issued by Aichi Bank as of March 31, 2022
(10,943,240 shares). However, taking into consideration the fact that Chukyo Bank is planning to acquire as treasury
stock the 8,534,385 common shares owned by MUFG Bank via the Treasury Stock Tender Offer, and that the Joint
Holding Company is to cancel all treasury stock owned by either Bank just before the Joint Holding Company is toacquire all of the issued shares for both Banks (the "Basis Period"), the amount of treasury stock for Chukyo Bank as ofMarch 31, 2022 (5,150 shares), the 8,534,385 common shares of Chukyo Bank owned by MUFG Bank that Chukyo
Bank plans to acquire via the Treasury Stock Tender Offer and the amount of treasury stock for Aichi Bank as ofMarch 31, 2022 (176,172 shares), have been excluded as targets for the new share grant described in the calculation
above. Note that, if as a result of the Treasury Stock Tender Offer, shareholders of either Chukyo Bank or Aichi Bank
exercise their rights to request purchases of shares, or some other event arises before the Basis Period that changes theamount of treasury stock applicable to either Bank as of March 31, 2022, this may change the number of new shares
granted by the Joint Holding Company.
(Note 3) Handling of shares constituting less than a unit
Shareholders of either Bank who are to receive allocations through the Share Transfer amounting to less than one unit
(100 shares) of the common shares of the Joint Holding Company ("Fractional Shares") may not sell their Fractional- 50 -

Shares on the Tokyo Stock Exchange, the Nagoya Stock Exchange, or any other financial instruments exchange.
Shareholders who hold such Fractional Shares may, in accordance with the provisions of Article 192(1) of theCompanies Act, demand that the Joint Holding Company purchase such Fractional Shares. Furthermore, in accordancewith the provisions of Article 194(1) of the Companies Act, and the articles of incorporation of the Joint Holding
Company, the Banks plan to enable shareholders to demand that the Joint Holding Company sell to them Fractional
Shares of the Joint Holding Company equivalent to those Fractional Shares said shareholders already possess.
(2) Calculation Basis, etc. of Details for Allocation Pertaining to the Share Transfer
A. Basis and reasons for details of allocation
On December 10, 2021 the Banks entered into the Basic Agreement to advance consultations and considerations
toward a business integration, and established a General Preparation Committee to advance consultations andconsiderations toward the Business Integration, with a (planned) effective date for the Share Transfer of October 3,2022.
As described in “D. Measures to ensure fairness” below, in order to ensure the fairness of the consideration for the
Share Transfer, as well as other elements related to the fairness of the Share Transfer, Chukyo Bank appointed
Nomura Securities Co., Ltd. ("Nomura Securities") as its third party valuation institution, and Anderson Mori &Tomotsune Law Office Joint Foreign Law Business (“Anderson Mori & Tomotsune”) as its legal advisor in startingits considerations regarding the Share Transfer, and, as a result of careful deliberations and considerations based on
third party valuation institution Nomura Securities' share transfer ratio calculation report received on May 10, 2022,
and the legal advice of legal advisor Anderson Mori & Tomotsune, Chukyo Bank determined that it would beappropriate to conduct the Share Transfer in accordance with the share transfer ratio described in "3.(1)A. Details of
Allocation Pertaining to the Share Transfer (Share Transfer Ratio)."
On the other hand, as described in "D. Measures to ensure fairness" below, in order to ensure the fairness of theconsideration for the Share Transfer, as well as other elements related to the fairness of the Share Transfer, Aichi
Bank appointed Mizuho Securities Co., Ltd. ("Mizuho Securities") as its third party valuation institution, and Mori
Hamada & Matsumoto as its legal advisor in starting its considerations regarding the Share Transfer, and, as a resultof careful deliberations and considerations based on third party valuation institution Mizuho Securities' share transfer
ratio calculation report received on May 10, 2022, and the legal advice of legal advisor Mori Hamada & Matsumoto,
Aichi Bank determined that it would be appropriate to conduct the Share Transfer in accordance with the sharetransfer ratio described in "3.(1)A. Details of Allocation Pertaining to the Share Transfer (Share Transfer Ratio)."
In this way, after taking into consideration the results of calculations and analyses by their respective third party
valuation institutions, the advice of their legal advisors, and the results of due diligence performed by each Bank
with respect to the other, both Banks determined, through comprehensive examinations of various factors such as themarket share prices, financial conditions, and future outlooks of both Banks, the Treasury Stock Tender Offer to be
performed ahead of the Share Transfer, and the Special Dividend, and repeated careful discussions regarding theshare transfer ratio, that the share transfer ratio ultimately described in "3.(1)A. Details of Allocation Pertaining to
the Share Transfer (Share Transfer Ratio)" was appropriate, and decided and agreed upon said ratio during eachBank's respective board of directors meetings held on May 11, 2022.

- 51 -

B.

Matters regarding the valuation(1) Name of the valuation institution and relationship to the Banks
Neither Nomura Securities, Chukyo Bank's financial advisor (third party valuation institution) nor Mizuho
Securities, Aichi Bank's financial advisor (third party valuation institution) constitute related parties to either
Chukyo Bank or Aichi Bank, neither do they possess any noteworthy conflicts of interests with respect to the
Share Transfer.

- 52 -

2)

Overview of the calculation
In order to ensure fairness in calculating the share transfer ratio utilized for this Share Transfer, Chukyo Bank
appointed Nomura Securities as its third party valuation institution, and Aichi Bank appointed Mizuho
Securities as its third party valuation institution, and each Bank requested that their respective valuation
institutions calculate and analyze the share transfer ratio.
In calculating the share transfer ratio for both Banks, Nomura Securities took into consideration the effects of
the Treasury Stock Tender Offer and the Special Dividend, performed calculations using the market share priceanalysis based on the fact that both Banks are each listed on the Tokyo Stock Exchange Prime Market and the
Nagoya Stock Exchange Premier Market and thus have market share prices, performed calculations using thecomparable companies analysis based on the fact that multiple companies exist that are comparable to the
Banks, thus making it possible to infer share prices based on comparisons of comparable companies, and, in
addition, to better reflect future business activities into the evaluation, performed calculations using the DDM
analysis which is broadly used in evaluating financial institutions by analyzing stock value by discounting profit
attributable to shareholders after taking into consideration the internal reserves necessary to maintain a certain
capital structure. When one common share of the Joint Holding Company is to be allocated for each commonshare of Chukyo Bank under each of the evaluation analysis, the calculation results for the number of Joint
Holding Company shares to be allocated for each common share of Aichi Bank are as follows.
AnalysisShare Transfer Ratio Calculation Results

1Market Share Price Analysis

2.64 to 3.34

2Comparable Companies Analysis

3.63 to 7.06

3

DDM Analysis

3.10 to 3.67

Note, with respect to the market share price analysis, the day “speculative coverage pertaining to the formationof the Basic Agreement,” December 2, 2021, was treated as the valuation reference date ("Reference Date (1)"),and the following average closing prices were utilized: in addition to the closing price on the Tokyo Stock
Exchange Prime Market for both Banks on Reference Date (1), the average closing price as of the transaction
dates for the five business days before, the month before, three months before, and six months before Reference
Date (1). For a separate valuation reference date, May 10, 2022 ("Reference Date (2)"), the following averageclosing prices were utilized: in addition to the closing price on the Tokyo Stock Exchange Prime Market for
both Banks on Reference Date (2), the average closing price as of the transaction dates for the five businessdays before, the month before, three months before, and six months before Reference Date (2).
When calculating the share transfer ratio, Nomura Securities assumes that public information and all
information provided to Nomura Securities by both Banks is accurate and complete and Nomura Securities has
not independently verified the accuracy and completeness thereof. Nomura Securities has not carried out an
independent valuation, appraisal, or assessment of assets or liabilities (including derivative products, offbalance sheet assets and liabilities, and any other contingent liabilities) of the Banks or of their affiliates,- 53 -

including any analysis or valuation of individual assets and liabilities, and Nomura Securities has not requested
any third-party organization to carry out an appraisal or assessment. Nomura Securities' share transfer ratio
calculations reflect information and economic conditions acquired by Nomura Securities up to May 10, 2022,
and the financial projections of both Banks (including profit plans and other information) were presumed tohave been rationally developed by the management of each Bank based on the best forecasts and judgments
available at the present time.
The future financial forecasts used as the basis for Nomura Securities’ calculations with respect to both banks
under the DDM analysis did not include any fiscal years anticipating major increases or decreases to profit.
In calculating the share transfer ratio for both Banks, Mizuho Securities took into consideration the effects of
the Treasury Stock Tender Offer and the Special Dividend, performed calculations using the historical reference
share price analysis based on the fact that both Banks are listed on the Tokyo Stock Exchange Prime Market andthe Nagoya Stock Exchange Premier Market and thus have market share prices, performed calculations using
the comparable companies analysis based on the fact that multiple companies exist that are comparable to the
Banks, thus making it possible to infer share prices based on comparisons of similar companies, and, in
addition, to better reflect future business activities into the evaluation, performed calculations using thedividend discount model analysis (“DDM analysis”), which is broadly used in evaluating financial institutions
by analyzing stock value by discounting cash flow attributable to shareholders after taking into consideration
the internal reserves necessary to maintain a certain capital structure. The calculation results of each analysis are
as follows. The share transfer ratio calculation range set forth below is the valuation range for the number of
Joint Holding Company common shares to be allocated for each Chukyo Bank common share, in the event one
Joint Holding Company common share is to be allocated for every common share of Aichi Bank.

Analysis

Valuation Range of the Share Transfer
Ratio

1

Historical Reference Share Price Analysis

2.80 to 2.89

2Comparable Companies Analysis

2.55 to 3.72

3

DDM Analysis

2.72 to 4.65

Note that, for the historical reference share price analysis, May 10, 2022 (the "Reference Date") was treated as
the basis, and the average was calculated based on closing share price of the Reference Date, and the averageclosing share prices of the week before, the month before, and three months before the Reference Date.
Mizuho Securities, in calculating the share transfer ratio, used information received from both Banks as well as
publicly disclosed information; the materials and information, etc. provided and disclosed were presumed to becorrect, and Mizuho Securities did not independently verify the accuracy or completeness of these materials,
etc. Furthermore, Mizuho Securities has not carried out an independent valuation, appraisal or assessment ofassets or liabilities (including contingent liabilities) of the Banks their affiliates, including any analysis or- 54 -

valuation of individual assets and liabilities, and Mizuho Securities has not requested any action on the part of athird party organization. Mizuho Securities’ share transfer ratio calculations reflect information and economic
conditions applicable to May 10, 2022, and the financial projections of both Banks (including profit plans andother information) were presumed to have been rationally developed by the management of each Bank based on
the best forecasts and judgments available at the present time. Note that Mizuho Securities has not anticipatedsignificant increases or decreases to profit with respect to the future profit plans for both Banks that formed thebasis of the DDM analysis calculation.
C.

Handling of the Joint Holding Company’s listing application
The Banks intend to apply for new listings for the to-be-founded Joint Holding Company for the Prime Market of theTokyo Stock Exchange, and the Premier Market of the Nagoya Stock Exchange. The planned listing date is October
3, 2022.
Furthermore, as both Banks will be the subsidiaries of the joint holding via the Share Transfer, they are planned forde-listing from the Tokyo Stock Exchange and the Nagoya Stock Exchange on September 29, 2022, ahead of thelisting date of the Joint Holding Company.
Note that the final decisions regarding the listing date for the shares of the Joint Holding Company and the de-listing
dates of the Banks will be made in accordance with the bylaws of the Tokyo Stock Exchange and the Nagoya Stock
Exchange.

D.

Measures to ensure fairness
In order to ensure the fairness of the Share Transfer, Chukyo Bank has implemented the following measures.
1) Acquisition of the share transfer ratio valuation report from an independent third party valuation institution
In order to ensure the fairness of the Share Transfer Ratio, Chukyo Bank, as described in "3.(2)A. Basis andreasons for details of allocation" above, appointed Nomura Securities as its third-party valuation institution,and has acquired the share transfer ratio valuation report that will form the basis of the agreed-upon sharetransfer ratio used for the Share Transfer. Chukyo Bank engaged in negotiations and consultations with Aichi
Bank with reference to the analyses and opinions of Nomura Securities, a third party valuation institution, andresolved to conduct the Share Transfer in accordance with the Share Transfer Ratio described in "3.(1)A.
Details of Allocation Pertaining to the Share Transfer (Share Transfer Ratio)" during the Chukyo Bank Board of
Directors meeting held on May 11, 2022.
Furthermore, Chukyo Bank has received the fairness opinion from Nomura Securities dated May 10, 2022
stating that the share transfer ratio applicable to this Share Transfer is fair to Chukyo Bank's generalshareholders from a financial point of view.
2)

Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision-making process of the Board of Directors,
Chukyo Bank has received legal advice from Anderson Mori & Tomotsune, a legal advisor independent of both
Banks, regarding the decision-making methods and processes of Chukyo Bank, and other procedures associated- 55 -

with the Share Transfer.
In order to ensure the fairness of the Share Transfer, Aichi Bank has implemented the following measures.
1)

Acquisition of a share transfer ratio calculation report from an independent third party valuation institution
In order to ensure the fairness of the Share Transfer, Aichi Bank, as described in "3.(2)A. Basis and reasons fordetails of allocation" above, appointed Mizuho Securities as its third party valuation institution, and has
acquired a share transfer ratio calculation report that will form the basis of the agreed-upon share transfer ratio
used for the Share Transfer. Aichi Bank engaged in negotiations and consultations with Chukyo Bank withreference to the analyses and opinions of Mizuho Securities, a third party valuation institution, and resolved to
conduct the Share Transfer in accordance with the Share Transfer Ratio described in "3.(1)A. Details of
Allocation Pertaining to the Share Transfer (Share Transfer Ratio)" during the Aichi Bank Board of Directors
meeting held on May 11, 2022.
Furthermore, Aichi Bank has received a fairness opinion from Mizuho Securities dated May 10, 2022 indicatingthat the share transfer ratio applicable to this Share Transfer is appropriate from the financial perspective ofAichi Bank. For details regarding the key assumptions behind Mizuho Securities' fairness opinion, please see
the attachment.

2)

Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision-making process of the Board of Directors,
Aichi Bank has received legal advice from Mori Hamada & Matsumoto, a legal advisor independent of both
Banks, regarding the decision-making methods and processes of Aichi Bank, and other procedures associatedwith the Share Transfer.

E.

Measures taken to avoid conflicts of interest
As neither Chukyo Bank nor Aichi Bank have any particular conflicts of interest to note pertaining to the Share
Transfer, neither Bank has implemented any special measures.

(3) Matters concerning the capital and reserves, etc. of the Joint Holding Company
The Banks determined the capital and reserves of the Joint Holding Company as follows in relation to the incorporationof the Joint Holding Company through the Share Transfer.
(1) Amount of stated capital: 20,000,000,000 yen(2) Amount of capital reserves: 5,000,000,000 yen(3) Amount of retained earnings reserves: 0 yen
The above capital and reserves amounts were determined within the scope of Article 52 of the Ordinance on
Accounting of Japanese Companies after consultation between the Banks through comprehensive consideration andexamination of the scale and other circumstances of the Joint Holding Company.

- 56 -

Attachment: Assumptions, etc. of Mizuho Securities’ Fairness Opinion
On May 10, 2022, Mizuho Securities submitted a written opinion to the effect that the share transfer ratio (the"Share Transfer Ratio") agreed upon between Aichi Bank and Chukyo Bank is reasonable for Aichi Bank’scommon shareholders from a financial perspective (the "Opinion"). The Opinion is based on the following
assumptions.
When expressing its thoughts in the Opinion, Mizuho Securities relied on the fact, and assumed, that all publicly
disclosed information that was examined by Mizuho Securities and all information provided to Mizuho Securities
by each bank, or financial and other information that Mizuho Securities discussed with each bank, that was
substantially the basis for the analysis in the Opinion (the "Information") are accurate and complete. Mizuho
Securities has not independently verified the accuracy or completeness of the Information, nor does it bear an
obligation for independently verifying it. Therefore, the conclusions expressed in the Opinion may differ in theevent that there is a material error in the Information, if there are undisclosed facts or circumstances at the timethat the Opinion was delivered, or facts or circumstances arise after the Opinion is delivered (including latent facts
at the time that the Opinion was delivered that became apparent thereafter). Mizuho Securities has assumed thatthe management of Aichi Bank is not in any way aware of facts which would cause the information provided toMizuho Securities by each bank or financial or other information that Mizuho Securities discussed with Aichi
Bank to be incomplete or misleading.
The financial forecasts and other forward-looking information (including expected future revenue and expenses,
cost reduction outlooks, and the business plans of both banks) received by Mizuho Securities are assumed to havebeen reasonably prepared and created by the management of each bank based on the best forecasts and judgment
currently obtainable regarding the operating results and financial condition of each bank and each bank's relatedcompanies. Mizuho Securities has relied on such financial forecasts and business plans without independently
verifying the feasibility thereof and expresses no opinion whatsoever regarding any analysis or forecast referred toin the Opinion, or any assumption based thereon. With respect to the synergies for the Banks from the Share
Transfer, Mizuho Securities is not aware of any matter that can be quantitatively assessed that may have a material
effect on the opinions expressed at the time that the Opinion was submitted, and they are not incorporated in theexamination in the Opinion.
When preparing the Opinion, with the consent of Aichi Bank, Mizuho Securities has used assumptions it believes
to be reasonable and appropriate with respect to information requested by Mizuho Securities that was not provided
or disclosed by each bank, that was provided or disclosed, but has an undetermined effect on the share value ofeach bank, or was not able to be used as a basis for assessment by Mizuho Securities even by some other method.
The results of assessment may differ if it becomes apparent that such assumptions by Mizuho Securities differ
from the facts in a material respect.
Mizuho Securities has assumed that the Share Transfer is a non-taxable transaction for the Banks under Japan's- 57 -

Corporation Tax Act and that other tax-related matters in relation to the Share Transfer do not affect the Share
Transfer Ratio. Without conducting independent verification, Mizuho Securities has assumed that the Share
Transfer will be completed in a timely manner, that all material government or regulatory or other authority
consents and approvals (irrespective of whether pursuant to laws, regulations, or agreements) necessary tocomplete the Share Transfer can be obtained without having any adverse effect whatsoever on the Banks or the
benefits expected from the Share Transfer, that the content of such consents and approvals has no effect on the
Share Transfer Ratio, and that, other than those disclosed by each bank, if either bank has an order, measure, orother disposition issued or imposed by a regulatory or other authority, it currently has no effect, or will have noeffect in the future, on each bank's future results. Mizuho Securities is not a legal, regulatory, or tax expert, andhas relied on the assessments conducted by the Banks' outside experts with respect to such matters.
Mizuho Securities has not independently assessed or appraised the assets and liabilities (including derivatives
transactions, off-the-book assets and liabilities, and other contingent liabilities) or allowances of each bank or theirrelated companies, has not conducted analysis of the reasonableness of the accounting or tax evaluation amount or
the appropriateness of accounting treatment or tax treatment, and has not independently had a third party, or
requested a third party to, provide any assessment, appraisal, or analysis whatsoever. Mizuho Securities bears no
obligation to inspect the property or facilities of each of the banks or their related companies, and has not carriedout assessment of the shareholder capital or payment capacity of each bank or their related companies based onlaws regarding insolvency, bankruptcy, etc. Note, value calculations for the transaction were performed based on
the presumption that the Treasury Stock Tender Offer by Chukyo Bank will be implemented ahead of the Share
Transfer, and that the Special Dividend by Chukyo Bank with a planned record date of September 30, 2022 will
also be implemented before completion of the Share Transfer as planned.
Mizuho Securities has assumed that neither bank, nor their related companies, have in the past entered into or will
not in the future enter into, any contract, agreement, or other instrument whatsoever that would have a material
effect on the Share Transfer Ratio, that they have not made or will not in the future made, a decision to do so, andthat implementing the Share Transfer will not in future constitute a breach of such a material agreement binding
upon either bank or their related companies as parties and will not give rise to a right to cancel such material
agreement or right to declare default or seek remedy under such agreement. Other than disclosures in the
Information, Mizuho Securities has assumed that there are no contingent liabilities relating to litigation, dispute, orthe like, or off-the-book liabilities relating to tax or intellectual property rights, etc., all of which involve eachbank or their related companies, and that the amount of insurance coverage is sufficient for the business operations
relating to the business of each bank.
The Opinion assumes financial, economic, market, and other circumstances that exist and can be assessed as of thedate of the Opinion, and relies on information that Mizuho Securities has obtained as of the date of the Opinion.
With respect to information that Mizuho Securities has obtained as of the date of the Opinion and facts potentially
included in such information, information and facts for which the effect on the share value of each bank is notnecessarily apparent as of the date of the Opinion have been excluded from the scope of examination. Mizuho
Securities has also assumed that there are no technical innovations or other phenomena that may have a significant- 58 -

effect on the business or financial, etc. outlook currently anticipated by each bank. Therefore, if there is a change
in or effect on the facts that are basis of the assumptions of the examination in the Opinion on or after the date of
the Opinion, or it becomes apparent that there is an effect on the share value due to the discovery of a potential
fact as discussed above, etc., it may have an effect on Mizuho Securities' opinion. However, Mizuho Securities
will bear no responsibility whatsoever to amend, renew, supplement, or reconfirm the Opinion.
Mizuho Securities plans to receive a fee (including a success fee conditioned on completion of the Share Transfer)as consideration for services as Aichi Bank's financial advisor in relation to the Share Transfer. Mizuho Securities
and its related companies have in the past received fees from Aichi Bank and its related companies as
consideration for the provision of services relating to financial advice and financing, etc. Aichi Bank agrees toindemnify Mizuho Securities for certain obligations incurred by Mizuho Securities due to its involvement,
including those in relation to the submission of the Opinion. In the course of ordinary business or in connection
with the Share Transfer, Mizuho Securities and the companies in the Mizuho Financial Group of which Mizuho
Securities is a member may underwrite, hold, or sell on their own account or customer accounts all types offinancial products, including certain shares, bonds, and other financial instruments issued by either of the Banks ortheir related companies, and may from time-to-time hold positions in such financial instruments and may carry out
derivatives transactions regarding either of the Banks, their related companies, or all types of financial instruments
issued by such companies. Mizuho Securities and the companies in the Mizuho Financial Group of which Mizuho
Securities is a member may have a loan or other business relationship with either of the Banks or their relatedcompanies in the ordinary course of business or in connection with the Share Transfer, and may receive
consideration for such acts.
Mizuho Securities was not requested to submit an opinion regarding Aichi Bank's management decision-making
on which proceeding with, or implementing, the Share Transfer are based, and Mizuho Securities' opinion does
not address such matters in any respect whatsoever. The Share Transfer Ratio was determined throughnegotiations between the Banks and approved by Aichi Bank's board of directors, and Mizuho Securities' opinion
was just one of many factors considered when Aichi Bank examined the Share Transfer. Therefore, it cannot beviewed as a deciding factor for the board of directors of Aichi Bank with respect to the Share Transfer and theShare Transfer Ratio. Mizuho Securities was not requested to submit nor express, an opinion regardingtransactions other than the Share Transfer or the relative merits of the Share Transfer and other transactions.
Mizuho Securities does not bear an obligation to Aichi Bank or Aichi Bank's board of directors to solicit theinterest of third parties regarding the Share Transfer, and has not conducted such solicitation.
Mizuho Securities' opinion is limited to whether the Share Transfer Ratio is reasonable for the commonshareholders of Aichi Bank from a financial perspective as of the date of the Opinion, and does not express an
opinion regarding the reasonableness of the Share Transfer Ratio for other classes of security holders, creditors, orother related parties of Aichi Bank. The Opinion does not express an opinion regarding how common shareholdersof Aichi Bank should exercise their voting rights or otherwise act in relation to the Share Transfer either. Mizuho
Securities has not expressed an opinion regarding the various terms and conditions of the Share Transfer(excluding the Share Transfer Ratio), including the form or structure, etc. of the Share Transfer, and has not- 59 -

expressed an opinion regarding the amount or nature of remuneration, or reasonableness of such remuneration, toany director, executive officer, employee, or party equivalent thereto of the Banks, in connection with the Share
Transfer.
4.

Matters concerning the appropriateness of the provisions on matters listed in Article 773, paragraph (1), item (ix) and item(x) of the Companies Act
At the time of the Share Transfer, the Joint Holding Company shall deliver to the stock acquisition rights holders of eachstock acquisition right issued by Chukyo Bank listed in Column 1 from (1) to (9) in the table below at the Reference
Time, in exchange for each Bank stock acquisition right held, the Joint Holding Company stock acquisition rights listed inColumn 2 in the same number as Aichi Bank’s stock acquisition rights held at the Base Period. This is consideredappropriate, as each stock acquisition right issued by Chukyo Bank listed in Column 1 will be substantially identical toeach new stock acquisition right issued by the Joint Holding Company listed in Column 2 after the Share Transfer toensure the acquisition rights holders of each stock acquisition right issued by Aichi Bank maintain the same rights as
before to the extent possible. Chukyo Bank has not issued bonds with rights to subscribe for new shares.
Column 1
Name

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

The Chukyo Bank, Limited
Series 1 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 2 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 3 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 4 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 5 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 6 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 7 rights to subscribe for new
sharesThe Chukyo Bank, Limited
Series 8 rights to subscribe for new
sharesColumn 2
Details

Name

Details

As stated in
Exhibit 3-(1)-1

Aichi Financial Group, Inc.
Series 11 rights to subscribe for new shares

As stated in
Exhibit 3-(1)-2

As stated in
Exhibit 3-(2)-1

Aichi Financial Group, Inc.
Series 12 rights to subscribe for new shares

As stated in
Exhibit 3-(2)-2

As stated in
Exhibit 3-(3)-1

Aichi Financial Group, Inc.
Series 13 rights to subscribe for new shares

As stated in
Exhibit 3-(3)-2

As stated in
Exhibit 3-(4)-1

Aichi Financial Group, Inc.
Series 14 rights to subscribe for new shares

As stated in
Exhibit 3-(4)-2

As stated in
Exhibit 3-(5)-1

Aichi Financial Group, Inc.
Series 15 rights to subscribe for new shares

As stated in
Exhibit 3-(5)-2

As stated in
Exhibit 3-(6)-1

Aichi Financial Group, Inc.
Series 16 rights to subscribe for new shares

As stated in
Exhibit 3-(6)-2

As stated in
Exhibit 3-(7)-1

Aichi Financial Group, Inc.
Series 17 rights to subscribe for new shares

As stated in
Exhibit 3-(7)-2

As stated in
Exhibit 3-(8)-1

Aichi Financial Group, Inc.
Series 18 rights to subscribe for new shares

As stated in
Exhibit 3-(8)-2- 60 -

(9)The Chukyo Bank, Limited
Series 9 rights to subscribe for new
sharesAs stated in
Exhibit 3-(9)-1

Aichi Financial Group, Inc.
Series 19 rights to subscribe for new shares

As stated in
Exhibit 3-(9)-2

At the time of the Share Transfer, the Joint Holding Company shall deliver to the stockacquisition rights holders of rights to subscribe for new shares each stock acquisition right issued by
the Aichi Bank listed in Column 1 from (1) to (10) in the table below at the Reference Time, in
exchange for each Aichi Bank stock acquisition right held, the new Joint Holding Company
stock acquisition rights listed in Column 2 in the same number as the Bank stock acquisitionrights held at the Base Period based on the details of such stock acquisition rights and the Share
Transfer Ratio. This is considered appropriate, as each stock acquisition right issued by Shinkyo
Bank listed in Column 1 will be substantially identical to each new stock acquisition right issued
by the Joint Holding Company listed in Column 2 even after the Share Transfer to ensure theacquisition rights holders of each stock acquisition right issued by Shinkyo Bank maintain thesame rights as before, to the extent possible. Aichi Bank has not issued bonds with rights to
subscribe for new shares.
Column 1
Name
(1)

(2)

(3)

(4)

(5)

(6)

(7)

The Aichi Bank, Ltd.
Series 1 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 2 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 3 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 4 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 5 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 6 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 7 rights to subscribe for new
sharesColumn 2
Details

Name

Details

As stated in
Exhibit 2-(1)-1

Aichi Financial Group, Inc.
Series 1 rights to subscribe for new shares

As stated in
Exhibit 2-(1)-2

As stated in
Exhibit 2-(2)-1

Aichi Financial Group, Inc.
Series 2 rights to subscribe for new shares

As stated in
Exhibit 2-(2)-2

As stated in
Exhibit 2-(3)-1

Aichi Financial Group, Inc.
Series 3 rights to subscribe for new shares

As stated in
Exhibit 2-(3)-2

As stated in
Exhibit 2-(4)-1

Aichi Financial Group, Inc.
Series 4 rights to subscribe for new shares

As stated in
Exhibit 2-(4)-2

As stated in
Exhibit 2-(5)-1

Aichi Financial Group, Inc.
Series 5 rights to subscribe for new shares

As stated in
Exhibit 2-(5)-2

As stated in
Exhibit 2-(6)-1

Aichi Financial Group, Inc.
Series 6 rights to subscribe for new shares

As stated in
Exhibit 2-(6)-2

As stated in
Exhibit 2-(7)-1

Aichi Financial Group, Inc.
Series 7 rights to subscribe for new shares

As stated in
Exhibit 2-(7)-2- 61 -

(8)

(9)

(10)

The Aichi Bank, Ltd.
Series 8 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 9 rights to subscribe for new
sharesThe Aichi Bank, Ltd.
Series 10 rights to subscribe for new
sharesAs stated in
Exhibit 2-(8)-1

Aichi Financial Group, Inc.
Series 8 rights to subscribe for new shares

As stated in
Exhibit 2-(8)-2

As stated in
Exhibit 2-(9)-1

Aichi Financial Group, Inc.
Series 9 rights to subscribe for new shares

As stated in
Exhibit 2-(9)-2

As stated in
Exhibit 2-(10)-1

Aichi Financial Group, Inc.
Series 10 rights to subscribe for new shares

As stated in
Exhibit 2-(10)-2(Notes) The exhibits listed in each column refer to the exhibits in the Share Transfer Plan (copy),
and are contained in Reference Documents for the 116th General Meeting of
Shareholders <Supplement> (pages 35 to 119).
5.

Matters relating to Aichi Bank
(1) Details of financial statements, etc. for most recent fiscal year (April 1, 2021 to March 31,2022)
As described in the Reference Documents for the 116th General Meeting of Shareholders<Supplement> (pages 1 to 34). Information on the following matters relating to Aichi
Bank is available to shareholders online at Chukyo Bank’s website pursuant to laws andregulations, as well as Article 15 of the Chukyo Bank’s Articles of Incorporation, and are
not contained in the Reference Documents for the General Meeting of Shareholders.
1.
Matters Regarding Rights to Subscribe for New Shares, etc. of the Bank, andSystems to Ensure Proper Business Activities in the business report.
2.
Statement of Changes in Net Assets and Explanatory Notes on Financial
Statements in the financial statements.
3.
Statement of Changes in Consolidated Net Assets and Explanatory Notes on
Consolidated Financial Statements in the consolidated financial statements.
(2) If disposal of important property, burden of major obligations, or any other event that has material impact on the status
of Company property occurs after the last day of the most recent fiscal year, the content thereof
No applicable matters.

6.

If disposal of Aichi Bank’s important property, burden of major obligations, or any other event that has material impact
on the status of company property occurs after the last day of the most recent fiscal year, the content thereof
A. Treasury stock tender offer
Chukyo Bank executed the Treasury Stock Tender Offer Application Agreement with MUFG Bank, on thepresumption that positive and collaborative relationships would continue between MUFG Bank, Chukyo Bank, Aichi
Bank, and the Joint Holding Company, and, in accordance with this Treasury Stock Tender Offer Application
Agreement, the Treasury Stock Tender Offer, and MUFG Bank has agreed to tender all 8,534,385 Chukyo Bank

- 62 -

shares it owns to this Treasury Stock Tender Offer. The conditions of the Treasury Stock Tender Offer are as largely
as described in the table below, but for details regarding the Treasury Stock Tender Offer, Chukyo Bank's decisionmaking process behind the Treasury Stock Tender Offer, and the measures implemented by Chukyo Bank to ensure
the fairness of the Treasury Stock Tender Offer, please see the "Notice Regarding the Acquisition of Treasury Stockand the Planned Start of a Treasury Stock Tender Offer" published on May 11, 2022 by Chukyo Bank.
1

Tender offeror

Chukyo Bank

2

Target share certificates, etc.

Chukyo Bank shares

3

Tender offer price

1,195 yen per Chukyo Bank share
The 21 business day period from July 1, 2022 to August 1,
2022 (or the applicable period of extension in the event

4

Tender offer period

5

Minimum number to be purchased

None

6

Maximum number to be purchased

8,534,385 shares

Chukyo Bank extends the period in accordance withapplicable laws and regulations)

As set forth in the Tender Offer Report by Chukyo Bank
7

Withdrawal event

pertaining to the Treasury Stock Tender Offer, within thescope set forth in Article 27-11(1) of the Financial
Instruments and Exchange Act, as applied through Article 2722-2(2) of the same Act.

B.

Dividends of surplus
Through the Business Integration Agreement, both Banks have agreed to the following: that a Special Dividend of
141 yen per common share shall be paid to every shareholder or registered pledgee of shares of Chukyo Bank
registered or recorded as owning Chukyo Bank common shares in the final shareholders' list dated September 30,
2022, on the condition that Proposal No. 2 “Approval of Share Transfer Plan With The Aichi Bank, Ltd.” andProposal No. 3 “Dividend of Surplus” will be approved as originally proposed, the Share Transfer has not beencanceled, and the Share Transfer is rationally expected to take place on October 3, 2022. Please see Proposal No. 3“Dividend of Surplus” for details.

7.

Matters set out in Article 74 of the Ordinance for Enforcement of the Companies Act regarding the persons who are to
become directors of the wholly-owning parent company incorporated in the Share Transfer
The persons who will be directors of the Joint Holding Company (excluding directors who are Members of the Audit
Committee) are as follows.

- 63 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1980 Joined Aichi Bank
June 2010 General Manager

ofOperations

Administration Department
June 2013 Assumed office of Director, General Manager

Yukinori Ito(January 1, 1958)

of Operation Audit Department
June 2015 Director, General Manager of Securities &(1) - shares(2) 1,700 shares

Foreign Business Department
June 2017 Assumed office of Managing Director(3) 5,661 shares

June 2019 Assumed office of President
October 2020 President, responsible for the Internal
Audit Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit y Committee)]
Mr. Ito has served as Director, General Manager of Operational Audit Department and General Manager of Securities &Foreign Business Department, after having served as General Manager at major branches and General Manager ofOperations Administration Department. Since assuming the office of Managing Director, he has been responsible for theCompliance & Risk Management Department, Operations Administration Department, General Planning and
Administration Department, Securities & Foreign Business Department, and Tokyo Office. He assumed the office ofPresident in 2019.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience related tovarious aspects of bank operations, and because he executes business in an appropriate, fair, and efficient manner, andwould contribute to the operations of the newly incorporated Joint Holding Company. Accordingly, the Bank has nominatedhim as a candidate to serve as Director.

- 64 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocate

April 1984 Joined Chukyo Bank
June 2015 Executive Officer, General Manager of No. 3
Nagoya Sales Department
June 2017 Assumed office of Director and Executive
Officer, General Manager of Sales Management
Department, Responsible for the Sales Management

Hideo Kobayashi(April 14, 1961)

Department and Individual Sales Department
May 2019 Director and Executive Officer, Responsible for(1) 2,600 shares

the Sales Management Department and Individual Sales
Department(2) - shares(3) 2,600 shares

June 2019 Assumed office of Director and Managing
Executive Officer, Responsible for the General Planningand Administration Department, Funds Department,
Corporate Strategy Planning Department, and Tokyo Office
April 2021 Assumed office of President
June 2021 President, responsible for Internal Audit
Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Kobayashi has served as Executive Officer, General Manager of No. 3 Nagoya Sales Department, Director, Executive
Officer and General Manager of Sales Management Department, been Officer responsible for the Sales Management
Department and Individual Sales Department, after having served as General Manager at major branches. Since assuming
the office of Director and Managing Executive Officer, he has been responsible for the General Planning and Administration
Department and the Funds Department. He assumed the office of President in 2021.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience related tovarious aspects of bank operations including front office operations, and because he executes business in an appropriate,
fair, and efficient manner, and would contribute to the operations of the newly incorporated Joint Holding Company.
Accordingly, the Bank has nominated him as a candidate to serve as Director.

- 65 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1981 Joined Aichi Bank
June 2014 General Manager

of

the

ComplianceManagement Department
June 2016 Assumed office of Director, General Manager of
the Compliance & Risk Management Department
Nobuhiko Kuratomi June 2017 Director, General Manager of Internal Audit(1) - shares(2) 900 shares(February 15, 1959) Department
June 2019 Assumed office of Managing Director(3) 2,997 shares

June 2021 Assumed office of Managing Director,
responsible for the General Planning and Administration
Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Kuratomi has served as Director, General Manager of the Compliance & Risk Management Department, and Director,
General Manager of Internal Audit Department, after having served as General Manager at Aichi Bank branches andGeneral Manager of the Internal Audit Department and the Compliance & Risk Management Department. Since assuming
the office of Managing Director, he has been responsible for the General Planning and Administration Department, theSecurities & Foreign Business Department, and the Tokyo Office. He assumed the office of Managing Director in 2021, andis currently in charge of the General Planning Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience related tovarious aspects of bank operations, and because he executes business in an appropriate, fair, and efficient manner, andwould contribute to the operations of the newly incorporated Joint Holding Company. Accordingly, the Bank has nominatedhim as a candidate to serve as Director.

- 66 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of shares of the Joint Holding
Company to be allocatedApril 1982 Joined Aichi Bank
June 2013 General Manager of the Personal Banking
Department
June 2015 Assumed office of Director, General Manager ofHead Office Sales Department
Hiroyasu Matsuno June 2017 Director, General Manager of Credit Supervision(1) - shares(2) 1,900 shares(July 24, 1958)(3) 6,327 shares

Department
June 2019 Assumed office of Managing Director
June 2021 Managing Director, responsible for the Internal
Audit Department, Securities & Foreign Business
Department and Tokyo Office(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Matsuno has served as Director, General Manager of Head Office and Internal Audit Department, after having served as
General Manager at major branches and General Manager of the Personal Banking Department. He assumed the office ofManaging Director in 2019, and is currently responsible for the Internal Audit Department, Securities & Foreign Business
Department and Tokyo Office.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience mainly inthe front office, and because he executes business in an appropriate, fair, and efficient manner, and would contribute to theoperations of the newly incorporated Joint Holding Company. Accordingly, the Bank has nominated him as a candidate toserve as Director.

- 67 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1985 Joined Aichi Bank
January 2010 General Manager of the Fujigaoka Branch
June 2012 General Manager of the Osaka Branch
June 2013 Deputy General Manager of General Planningand Administration Department
June 2015 General Manager of Corporate Administration
Department
Hiroaki Yoshikawa
June 2017 Executive Officer, General Manager of General(October 5, 1961)
Planning and Administration Department
June 2019 Executive Officer, General Manager of(1) - shares(2) 1,300 shares(3) 4,329 shares

Operations Administration Department
June 2020 Assumed office of Director, responsible for the
General Affairs Department
Administration Department

and

the

Operations(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Yoshikawa has served as Deputy General Manager of General Planning and Administration Department, General
Manager of Corporate Administration Department, General Manager of General Planning and Administration Department
and General Manager of Operations Administration Department, after having served as General Manager at major branches.
Since assuming the office of Director, he has been responsible for the Operations Administration Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience mainly inmanagement and planning departments, and because he executes business in an appropriate, fair, and efficient manner, andwould contribute to the operations of the newly incorporated Joint Holding Company. Accordingly, the Bank has nominatedhim as a candidate to serve as Director.

- 68 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1985 Joined Chukyo BankMay 2008 General Manager of General Planning and
Administration Department
June 2011 Executive Officer, General Manager of General
Planning and Administration Department
June 2012 Executive Officer, vice person responsible forOperations Administration Department
May 2013 Executive Officer, General Manager ofOperations Administration Department
May 2014 Executive Officer, General Manager of SalesManagement Department
Makoto Hayakawa
October 2015 Executive Officer, vice person responsible(December 15, 1962)
for Human Resources Department
March 2016 Executive Officer, General Manager of Risk
Management Department
April 2018 Executive Officer, General Manager of General
Planning and Administration Department
June 2019 Managing Executive Officer, General Manager
of General Planning and Administration Department
December 2021 Managing Executive Officer, vice person
responsible for the General Planning and Administration
Department(To present)- 69 -(1) 2,815 shares(2) - shares(3) 2,815 shares[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Hayakawa has served as Executive Officer, General Manager of General Planning and Administration Department,
Executive Officer, General Manager of Operations Administration Department, Executive Officer, General Manager ofSales Management Department, Executive Officer, General Manager of Risk Management Department, after having served
as Deputy General Manager of General Planning and Administration Department and General Manager of General
Planning and Administration Department. Since assuming the office of Managing Executive Officer, he has been the
Chairperson of the Preparation Committee Administration Bureau as the vice person responsible for the Managing
Executive Office. The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge andexperience of bank operations, and because he executes business in an appropriate, fair, and efficient manner, and would
contribute to the operations of the newly incorporated Joint Holding Company. Accordingly, the Bank has nominated him
as a candidate to serve as Director.
Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1986 Joined Aichi Bank
June 2013 General Manager of the Ozone Branch
June 2015 General Manager of the Tokotori Branch
June 2017 General Manager of Corporate Administration
Department
Norimasa Suzuki(December 30, 1963)

June 2018 Executive Officer, General Manager ofManagement Administration Department
June 2020 Executive Officer, General Manager ofCompliance & Risk Management Department(1) - shares(2) 1,000 shares(3) 3,300 shares

June 2021 Assumed office of Director, responsible for theCompliance & Risk Management Department, Personnel
Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Suzuki has served as General Manager of Corporate Administration Department, Executive Officer and General
Manager of Management Administration Department, and Executive Officer and General Manager of Compliance & Risk
Management Department, after having served as General Manager at major branches. Since assuming the office of Director,
he has been responsible for the Compliance & Risk Management Department and the Personnel Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience related tovarious aspects of bank operations including front office, and because he executes business in an appropriate, fair, andefficient manner, and would contribute to the operations of the newly incorporated Joint Holding Company. Accordingly,
the Bank has nominated him as a candidate to serve as Director.

- 70 -

FuriganaName
Date of birth(1)

Number of Chukyo Bank shares owned

Brief biography, position, area of responsibility, other(2)

Number of Aichi Bank shares owned

important positions(3)

Number of Joint Holding Company
shares to be allocatedApril 1987 Joined Aichi Bank
June 2015 Deputy General Manager of Corporate
Administration Department

Kenji Ito

June 2016 Deputy General Manager of Securities &Foreign Business Department

June 2017 General Manager of Securities & Foreign(October 16, 1964)
Business Department(1) - shares(2) 1,400 shares(3) 4,662 shares

June 2018 Executive Officer, General Manager ofSecurities & Foreign Business Department
June 2019 Executive Officer, General Manager of General
Planning and Administration Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Ito has served as General Manager of Securities & Foreign Business Department, and Executive Officer and General
Manager of Securities & Foreign Business Department after having served at major branches and the Corporate
Administration Department. He is currently Executive Officer, General Manager of General Planning and Administration
Department.
The Bank has judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience mainly inmanagement and planning departments, and because he executes business in an appropriate, fair, and efficient manner, andwould contribute to the operations of the newly incorporated Joint Holding Company. Accordingly, the Bank has nominatedhim as a candidate to serve as Director.

- 71 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1986 Joined Chukyo BankMay 2017 General Manager of General Planning and
Administration Department
April 2018 General Manager of the Ozone Branch
October 2018 General Manager of the Ozone Branch, Chief
Promotion Manager of Sales Management Department

Hisashi Sebayashi(August 20, 1967)

January 2021 General Manager of the Ozone Branch,
General Manager of the Kamiida Branch, Chief Promotion
Manager of Sales Management Department
April 2021 General Manager of the Ozone Branch, General(1) 3,208 shares(2) - shares(3) 3,208 shares

Manager of the Kamiida Branch, Chief Promotion Manager
of Sales Management Department Branch Support Group
November 2021 General Manager of the Ozone Branch,
General Manager of the Kamiida Branch
December 2021 Executive Officer, General Manager ofGeneral Planning and Administration Department(To present)[Reasons for nomination as candidate for Director (excluding Directors who are Members of the Audit Committee)]
Mr. Sebayashi has served as General Manager at major branches, Deputy General Manager of General Planning and
Administration Department, General Manager of General Planning and Administration Department and General Manager of
the Ozone Branch. He is currently Executive Officer, General Manager of General Planning Department. The Bank has
judged him to be suitable as a Director of the Bank due to his extensive knowledge and experience related to various aspectsof bank operations including front office operations, and because he executes business in an appropriate, fair, and efficientmanner, and would contribute to the operations of the newly incorporated Joint Holding Company. Accordingly, the Bank
has nominated him as a candidate to serve as Director.
(Notes) 1. The number of shares of the Banks held is stated based on the ownership status as of March 31, 2022, and thenumber of shares of the Joint Holding Company to be allocated is stated based on this ownership status, taking into
account the Share Transfer Ratio. Therefore, the number of shares of the Holding Company actually allocated maychange depending on the number of shares held up until just before the establishment date of the Joint Holding
Company.
2. There is no special interest between the candidates and the Banks, and no special interest is expected to arise
between the candidates and the Joint Holding Company.
3. The Joint Holding Company plans to conclude a directors and officers liability insurance contract provided for in
Article 430-3(1) of the Companies Act with an insurance company, and in the event that the candidate is appointed
as a Director, they will be included as an insured party in this insurance agreement.
The outline of this insurance agreement is as follows.

- 72 -

・・In the event of claims for compensation for damages resulting from actions taken by the insured party inrelation to operations as an officer of the Joint Holding Company (including non-action), agreements
indemnify the insured party for compensation for damages and litigation costs, etc. However, damage etc.
incurred by officers who have committed bribery, other criminal actions, or intentionally broken laws is
excluded from indemnification so as not to undermine the execution of duties by officers, etc.
The Joint Holding Company shall bear the full cost for insurance premiums.

- 73 -

8.

Matters set out in Article 74-3 of the Ordinance for Enforcement of the Companies Act regarding Directors who areMembers of the Audit Committee of the Joint Holding Company.
The persons who will be Directors who are Members of the Audit Committee of the Joint Holding Company are as
follows.
(1)

Number of Chukyo Bank shares owned

Name

Brief biography, position, area of responsibility, other(2)

Number of Aichi Bank shares owned

Date of birth

important positions(3)

Number of Joint Holding Company
shares to be allocatedApril 1985 Joined Aichi Bank
October 2007 General Manager of the Akaike Branch
January 2010 General Manager of the Tochi Branch
October, 2012 General Manager of the Kanayama
Branch(1) - shares(2) 1,300 shares(December 18, 1961) June 2014 Deputy General Manager of Corporate
Administration Department(3) 4,329 shares

Masahiro Kato

June 2020 Assumed office of Director, Member of the
Audit Committee(To present)[Reasons for nomination as candidate for Director who is a Member of the Audit Committee]
Mr. Kato has served as Deputy General Manager of Corporate Administration Department after having served as General
Manager at three major branches. He assumed the office of Director who is a Member of the Audit Committee in 2020.
The Bank has judged he would appropriately perform the role of Director who is a Member of the Audit Committee of the
newly incorporated Joint Holding Company due to his extensive knowledge and experience related to various aspects ofbank operations including front office operations. Accordingly, the Bank has nominated him as a candidate to serve as
Director.

- 74 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1990 Joined the Legal Training and ResearchInstitute of the Supreme Court
March 1992 Left the Legal Training and Research Instituteof the Supreme Court
April 1992 Registered as an attorney-at-law
April 1992 Joined Fuji Law Office
March 1997 Left Fuji Law Office
April 1997 Established Emoto Law Office
October 2007 Assumed office of Domestic Relations
Conciliator (part-time judge) of Nagoya Family Court(1) - shares(2) 300 shares(January 28, 1955) September 2009 Resigned from office of Domestic
Relations Conciliator (part-time judge) of Nagoya Family(3) 999 shares

Yasutoshi Emoto

Court
April 2016 Assumed office of the Aichi Bar Association
March 2017 Left office of the Aichi Bar Association
June 2018 Assumed office of Director and Member of the
Audit Committee of Aichi Bank
(To present)(Significant concurrent positions outside the Company)
Emoto Law Office Director[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expected roles]
Mr. Emoto has extensive specialist knowledge and experience as an attorney-at-law and is expected to provide advice andoversight as an External Director and Member of the Audit Committee.
Although Mr. Emoto’s only corporate management experience to date is as external director in the past, the Bank has judged
he would appropriately perform the role of Director who is a Member of the Audit Committee of the newly incorporated
Joint Holding Company for the reasons provided above. Accordingly, the Bank has nominated him as a candidate to serve
as External Director.

- 75 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1973 Joined Nagoya Railroad Co., Ltd.
June 2000 Branch President of Tokyo Branch
June 2004 Director, General Manager of Related Business
Department
July 2005 Director, Assistant Division Director of Railroad
Operations

HQ,

and

GeneralManagerofPlanningandManagement Department
July 2006 Director, General Manager of Corporate Planning
Department

Yuki Shibata(January 11, 1950)(1) - shares(2) - shares

June 2007 Managing Director
June 2009 Senior Managing Director
June 2010 Senior Managing Director, General Manager of Railroad(3) - shares

Operations HQ
June 2011 Vice-President and Representative Director
June 2012 Representative Director and Vice President, Meitetsu
Transportation Co., Ltd.
June 2013 Representative Director and President, Toray Advanced
Film Co., Ltd.
June 2016 Advisor
June 2019 Assumed the office of External Director of Chukyo Bank
(To present)[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expected roles]
Mr. Shibata has held important positions such as Representative Director and Vice President of Nagoya Railroad Co., Ltd.
and Representative Director and President of Meitetsu Transportation Co., Ltd. As an External Director at the Bank, hecurrently provides appropriate advice and suggestions from a practical point of view for deliberations and proposals at
meetings of the Board of Directors. He is expected to provide advice and proposals based on his extensive experience and ahigh level of insight on company operations.
The Bank has judged Mr. Shibata would appropriately perform the role of Director who is a Member of the Audit
Committee of the newly incorporated Joint Holding Company for the reasons provided above. Accordingly, the Bank has
nominated him as a candidate to serve as External Director.

- 76 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1982 Joined Nagoya Regional Taxation Bureau
July 2015 Manager of Ogaki Tax Office
July 2016 Manager of Investigation Development
Department, Investigations Division, Nagoya Regional
Taxation Bureau
July 2017 Manager of Accounts Department, General

Chieko Murata(September 16, 1959)

Affairs Division, Nagoya Regional Taxation Bureau
July 2018 Deputy Manager of General Affairs Division,
Nagoya Regional Taxation Bureau
July 2019 Manager of Nagoya Naka Regional Taxation(1) - shares(2) - shares(3) - shares

BureauJuly 2020 Resigned
August 2020 Registered as certified tax accountant,established Chieko Murata Tax Accountant Office(To present)(Significant concurrent positions outside the Company)
Head of Chieko Murata Tax Accountant Office[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expected roles]
Ms. Murata has held important positions at the National Tax Office and served as manager of tax offices since joining
Nagoya Regional Tax Office, and has an extensive knowledge of tax and accounting. Although Ms. Kurimoto’s only
corporate management experience to date is as an External Director, as a certified tax accountant, she is expected to provide
opinions and advice on bank taxation and accounting and processing methods, as well as contribute to the accuracy andtransparency of finance.
The Bank has judged Ms. Murata would appropriately perform the role of Director who is a Member of the Audit
Committee of the newly incorporated Joint Holding Company for the reasons provided above. Accordingly, the Bank has
nominated her as a candidate to serve as External Director.

- 77 -

Name
Date of birth

Brief biography, position, area of responsibility, otherimportant positions(1)

Number of Chukyo Bank shares owned(2)

Number of Aichi Bank shares owned(3)

Number of Joint Holding Company
shares to be allocatedApril 1971 Joined Aichi Prefectural Office
April 2004 Manager of Aichi Prefectural

Audit

Commission Office
April 2007 Manager of Aichi Arts Center, Aichi Prefecture
April 2009 President of the Aichi Gender Equality
Foundation

Yoshiko Kurimoto(May 13, 1948)

April 2011 Councilor, Aichi International Association
April 2012 Director, Aichi Prefectural Welfare Services
Corporation
April 2016 Aichi Prefectural Administrative Appeal Board(1) - shares(2) - shares(3) - shares

MemberJune 2020 Assumed office of External Auditor of Chukyo
Bank(To present)(Significant concurrent positions outside the Company)
Councilor, Aichi International Association
Director, Aichi Prefectural Welfare Services Corporation[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expected roles]
Drawing on her experience and insight gained from her positions with the Aichi Prefecture government over many years,
Ms. Kurimoto has provided valuable advice as an External Auditor of Chukyo Bank. Although Ms. Kurimoto’s only
corporate management experience to date is as an External Director, the Bank anticipates that she is capable of appropriately
conducting an objective and neutral audit about the legality of the Bank's Directors' execution of duties.
The Bank has judged she would appropriately perform the role of Director who is a Member of the Audit Committee of the
newly incorporated Joint Holding Company for the reasons provided above. Accordingly, the Bank has nominated her as a
candidate to serve as External Director.

- 78 -

(1)Name
Date of birth

Brief biography, position, area of responsibility

Number of Chukyo Bank

sharesowned:(2)

Number of Aichi Bank shares owned:(3)

Number of shares of the Joint Holding
Company to be allocatedApril 1981 Intec Inc.
April 2010 Intec Inc. Director, Deputy Manager of Central
Region Headquarters
April 2013 Intec Inc. Executive Officer, Manager of No. 2
Finance Solution Business Department
June 2015 Hokkoku Intec Service KK Managing Director,
Manager of General Affairs Department
June 2016 Hokkoku Intec Service KK President andRepresentative Director
Takumi Azuma(April 24, 1958)

March 2018 Resigned as Hokkoku Intec Service KK
President and Representative Director(1) - shares(2) - shares

April 2018 Intec Inc. Managing Executive Officer,
Manager of Central Region Headquarters(3) - shares

April 2019 Intec Inc. Managing Executive Officer,
Manager of Central Region Headquarters
April 2021 Intec Inc. advisor
June 2021 Intec Inc. full-time Auditor(To present)(Significant concurrent positions outside the Company)(Currently full-time Auditor of Inetc Inc.)IUK Inc. Auditor[Reasons for nomination as candidate for Director and Member of the Audit Committee, and summary of expected roles]
Mr. Azuma has a long track record of holding management positions at Intec Inc. and Hokkoku Intec Service, both TIS
Intec Group companies. The Bank anticipates that Mr. Azuma would use his experience and insights in the IT and systems
area to make proposals, and perform a management oversight function as an External Director who is a Member of the
Audit Committee of the newly incorporated Joint Holding Company. For the above reasons, the Bank has judged that hewill be able to appropriately perform his duties as a director who is a Member of the Audit Committee of the newly
incorporated Joint Holding Company and has nominated him as a candidate to serve as External Director.
(Notes)1. The number of shares of the Banks held is stated based on the ownership status as of March 31, 2022, and thenumber of shares of the Joint Holding Company to be allocated is stated based on this ownership status, taking into
account the Share Transfer Ratio. Therefore, the number of shares of the Joint Holding Company actually allocated- 79 -

may change depending on the number of shares held up until just before the establishment date of the Joint Holding
Company.
2. There is no special interest between the candidates and the Banks, and no special interest is expected to arise
between the candidates and the Joint Holding Company.
3. Yasutoshi Emoto, Yuki Shibata, Chieko Murata, Yoshiko Kurimoto and Takumi Azuma are scheduled forappointment as the external directors set forth in Article 2(xv) of the Companies Act.
4. The newly incorporated Joint Holding Company plans to conclude an agreement with Masahiro Kato, Yasutoshi
Emoto, Yuki Shibata, Chieko Murata, Yoshiko Kurimoto and Takumi Azuma limiting the damage liability in
Article 423(1) of the Companies Act pursuant to Article 427(1) of the Companies Act, in order that they may fully
perform their expected role as a Member of the Audit Committee. The limited amount of liability for damage
pursuant to that agreement is the minimum amount of liability stipulated by laws and regulations.
5. The newly incorporated Joint Holding Company plans to designate Yasutoshi Emoto, Yuki Shibata, Chieko
Murata, Yoshiko Kurimoto and Takumi Azuma as the independent auditors stipulated by the Tokyo Stock
Exchange, Inc. and Nagoya Stock Exchange, Inc., and will provide notice of their designation to the Tokyo Stock
Exchange and Nagoya Stock Exchange.
6. The Joint Holding Company plans to conclude the directors and officers liability insurance contract provided forin Article 430-3(1) of the Companies Act with an insurance company, and in the event that the candidate isappointed as a Director, they will be included as an insured party in this insurance agreement. The outline of thisinsurance agreement is as follows.
In the event of claims for compensation for damages resulting from actions taken by the insured party in・relation to operations as an officer of the Joint Holding Company (including non-action), agreements
indemnify the insured party for compensation for damages and litigation costs, etc. However, damage etc.
incurred by officers who have committed bribery, other criminal actions, or intentionally broken laws is
excluded from indemnification so as not to undermine the execution of duties by officers etc.
The Joint Holding Company shall bear the full cost for insurance premiums.
・
7. Yasutoshi Emoto is currently an external director to Aichi Bank (Audit Committee), but provided this Proposal isapproved as drafted, he is currently scheduled to resign from his position as director of Aichi Bank as of the day
before the effective date of the Share Transfer (October 2, 2022), and is scheduled to be appointed as an External
Director (Member of the Audit Committee) of the Joint Holding Company as of the effective date of the Share
Transfer (October 3, 2022). Chieko Murata is scheduled to be appointed as a candidate for an External Director(Member of the Audit Committee) in the General Meeting of Shareholders of Aichi Bank on June 24, 2022. In theevent Chieko Murata is appointed as an External Director (audit committee) of Aichi Bank and this Proposal isapproved as drafted in the General Meeting of Shareholders, she is currently scheduled to resign from her position asa Director of Aichi Bank as of the day before the effective date of the Share Transfer (October 2, 2022), and isscheduled to be appointed as an External Director (Member of the Audit Committee) by this Proposal of the Joint
Holding Company as of the effective date of the Share Transfer (October 3, 2022).
8. Yuki Shibata is currently an External Director to Chukyo Bank, but in the event he is appointed as an External
Director to Chukyo Bank at the general shareholders meeting of Chukyo Bank scheduled for June 24, 2022 and this
Proposal is approved as drafted, he is currently scheduled to resign from his position as director of Chukyo Bank asof the day before the effective date of the Share Transfer (October 2, 2022), and is scheduled to be appointed as anExternal Director (Audit Committee) of the Joint Holding Company as of the effective date of the Share Transfer(October 3, 2022). Yoshiko Kurimoto is currently an external statutory auditor to Chukyo Bank, but provided this
Proposal is approved as drafted, she is currently scheduled to resign from her position as statutory auditor of Chukyo
Bank as of the day before the effective date of the Share Transfer (October 2, 2022), and is scheduled to beappointed as an external director (Member of the Audit Committee) of the Joint Holding Company as of theeffective date of the Share Transfer (October 3, 2022).

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9. Matters set out in Article 77 of the Ordinance for Enforcement of the Companies Act regarding accounting
auditors of the Joint Holding Company.
The entity that will be the accounting auditor of the Joint Holding Company is as follows.
As at March 31, 2022
Name

KPMG AZSA LLC

Location of its principal
office1-2 Tsukudocho, Shinjuku-ku, Tokyo

History

July 1985: Established as Asahi Shinwa Accounting Corporation
October 1993: Merged with Inoue Saito Eiwa Corporation, and became
Asahi & Co.
January 2004: Merged with Azsa & Co, and became KPMG AZSA LLC
July 2010: Transferred to a limited liability audit corporation (yugen
sekinin kansa hojin), and became (Yugen Sekinin) KPMG AZSA LLC

Number of companies
audited

3,660 companies

Stated capital

3,000 million yen

Number of personnel

2,970 chartered public accountants (CPA) (30 representative partners, 500
staff)
1,172 newly certified and junior CPA
1,190 professionals(of whom 35 are specified partners and two are representative partners)
724 other staff
Total 6,056(Notes)The Audit Committee of Chukyo Bank and the Audit Committee of Aichi Bank judged that KPMG Azsa LLC was
suitable based on a comprehensive consideration of its proven audit track record and independence, its qualifications
as a professional expert and its system that ensures the appropriate audit of the Joint Holding Company.

- 81 -

Proposal No. 3

Surplus dividend

Through the Business Integration Agreement, both Banks have agreed to the following: that Chukyo Bank has acquired
permissions necessary for the Share Transfer Plan and Special Dividend at the General Shareholders Meeting, and that aSpecial Dividend of 141 yen per common share shall be paid to every shareholder or registered pledgee of shares of Chukyo
Bank registered or recorded as owning Chukyo Bank common shares in the final shareholders' list dated September 30, 2022,
based on the suspension condition that the Share Transfer has not been canceled, and is rationally expected to definitively
come into effect on October 3, 2022.
Regarding the disposal of the above surplus (Special Dividend), we propose the following, conditional on Proposal No. 2
Approval of Share Transfer Plan With The Aichi Bank, Ltd. being approved at the General Shareholders Meeting. The disposalof the above surplus (Special Dividend) is based on the suspension condition that the Share Transfer has not been canceled,
and is rationally expected to definitively come into effect on October 3, 2022.
The record date for the Special Dividend will be September 30, 2022, and the announcement date pertaining to the setting of
the record date for the Special Dividend will be determined during a future Chukyo Bank Board of Directors meeting.
(1) Types of dividend assets
To be paid in cash.
(2) Dividend assets allocation and total amount of dividend assets
141 yen for one common share of Chukyo Bank
Total Amount: 1,866,913,743 yen(Notes) The total amount of dividend was obtained by taking the total number of common shares issued by Chukyo
Bank as of March 31, 2022 (21,780,058 shares), subtracting the quantity of current treasury stock (5,150
shares) and the number of common shares to be acquired from MUFG Bank by Chukyo Bank via theTreasury Stock Tender Offer (8,534,385 shares), and multiplying the result (13,240,523 shares) by thedividend amount per share. The total dividend amount may change in the event there is a change in thequantity of treasury stock as of March 31, 2022 by the Basis Period due to, for example, the results of theTreasury Stock Tender Offer or exercises of rights to request purchases of shares by Chukyo Bank
shareholders. Therefore, the actual total dividend amount will be the amount obtained when the dividend
amount per share is multiplied against the amount obtained when the quantity of treasury stock available asof the above record date is subtracted from the total number of shares issued.
(3) Effective date of surplus dividend
Undetermined(Notes) The effective date of the Special Dividend will be determined during a future Chukyo Bank Board of
Directors meeting.

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Proposal No. 4
Election of eight directors
All eight Directors will have completed their terms of office at the end of this Meeting, and we seek approval to elect eight
persons as Directors.
Director candidate selection is informed by reports from the Personnel Committee, of which more than half of the members are
Independent External Directors.
Candidates for Directors are as follows.
Candidate No.

Name

Positions and Responsibilities at the Bank

1

Shigenobu Tokuoka

Reelection

Director and Chairman

2

Hideo Kobayashi

Reelection

President
Responsible for the Internal Audit Department

3

Director and Senior Managing Executive Officer
Responsible for the General Planning and Administration Department, Funds
Department, Sales Promotion Department, Sales Planning Department,
Corporate Strategy Planning Department, and the Tokyo Office

Noriaki Kojima

Reelection

Toshiyuki Wakao

Reelection

Director and Managing Executive Officer
Responsible for the Loan Management Department, Human Resources
Department

5

Hiroshi Kawai

Reelection

Director and Executive Officer
Responsible for the Operations
Management Department

6

Junko Hiratsuka

Reelection

Director, Executive Officer, and General Manager of the Sales Planning
Department

4

Reelection

7

Yuki Shibata

External

Director

Independent
officer
Reelection

8

Hiroyuki Noguchi

External

Director

Independent
officer- 83 -

Administration

Department,

Risk

Candidate No.
1

Shigenobu Tokuoka

September 17, 1955

Number of shares owned:2,100 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1978
May 1999
May 2005
January 2006
May 2009
May 2010
June 2012
June 2013
June 2017
May 2020
June 2020

Joined The Tokai Bank, Ltd.
General Manager of Planning Division
Executive Officer, UFJ Bank Limited
Executive Officer, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Managing Executive Officer
Managing Executive Officer, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Senior Managing Executive Officer
Standing Corporate Auditor, Daido Steel Co., Ltd.
Director and President, TOHEI Co., Ltd.
Advisor, The Chukyo Bank, Limited
Director and Chairman (To present)■ Reasons for nomination as candidate for Director
Since assuming the post of Executive Officer of UFJ Bank Limited (now MUFG Bank, Ltd.) in 2005, Mr. Shigenobu Tokuoka has served as Managing
Executive Officer of the same bank, then Managing Executive Officer and later Senior Managing Executive Officer of Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd. He later served as Standing Corporate Auditor for Daido Steel Co., Ltd., Director and President of TOHEI Co., Ltd., and then Director andChairman of the Bank, where he has served since June 2020. He has been nominated as candidate for Director in the determination that he possesses a wide
range of knowledge and experience gained from a wealth of experience in a number of fields as well as finance, and has the right abilities and decision-making
capabilities for contributing to the sustainable growth of the Bank and improvement of its corporate value over the medium to long-term, and that he has thequalities necessary to fulfill the role and responsibilities of a Director.

- 84 -

Candidate No.
2

Hideo Kobayashi

April 14, 1961

Number of shares owned:2,600 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1984
Joined The Chukyo Bank, Limited.
May 2004
General Manager of Yatomi Branch
January 2006 General Manager of Okazaki Branch
May 2008
Promoter of Sales Support Group, Sales Management Department
July 2009
Chief Promoter of Sales Support Group, Sales Management Department
July 2010
General Manager of Yaguma Branch
May 2012
General Manager of Joshin Branch
May 2013
General Manager of Tokyo Branch and General Manager of Tokyo Office
May 2015
General Manager of Sales Management Department
June 2015
Executive Officer, General Manager of No. 3 Nagoya Sales Department
June 2017
Director and Executive Officer, General Manager of Sales Management Department, Responsible for the SalesManagement Department and Individual Sales Department
May 2019
Director and Executive Officer, Responsible for the Sales Management Department and Individual Sales
Department
June 2019
Director and Managing Executive Officer, Responsible for the General Planning and Administration Department,
Funds Department, Corporate Strategy Planning Department, and Tokyo Office
April 2021
Director and President
June 2021
President, in charge of Internal Audit Department(To present)■ Reasons for nomination as candidate for Director
Since assuming the post of Executive Officer and General Manager of the No. 3 Nagoya Sales Department in 2015, Mr. Hideo Kobayashi has served in roles
such as Director and Executive Officer, General Manager of the Sales Management Department, and the officer responsible for the Sales Management
Department and Individual Sales Department. After assuming the post of Director and Managing Executive Officer, he led the formulation of the 18th MediumTerm Management Plan as the officer in charge of the General Planning and Administration Department and Funds Department. He has served as Director andPresident since April 2021. He has been nominated as candidate for Director in the determination that he is capable of steadily carrying out duties in coredepartments of the Bank and is familiar with management overall, and therefore has the right abilities and decision making capabilities for contributing to thesustainable growth of the Bank and improvement of its corporate value over the medium to long-term, and that he has the qualities necessary to fulfill the roleand responsibilities of a Director.

- 85 -

Candidate No.
3

Noriaki Kojima

March 9, 1958

Number of shares owned:2,000 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1980
Joined The Tokai Bank, Ltd.
February 2002 Branch Manager and General Manager of Misono Corporate Sales Division, UFJ Bank Limited
February 2006 General Manager, Gifu Branch Office, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2007
General Manager of No. 4 Nagoya Sales Division, Nagoya Sales Headquarters
October 2009 General Manager of Sales Management Department, The Chukyo Bank, Limited
June 2010
Executive Officer, General Manager of Sales Management Department
June 2011
Executive Officer, General Manager of Sales Management Department
June 2012
Director, General Manager of Sales Management Department
June 2014
Director, General Manager of No. 1 Nagoya Sales Department, General Manager of Head Office
June 2015
Director and Managing Executive Officer, General Manager of No. 1 Nagoya Sales Department, General Manager
of Head Office, Responsible for the Sales Management Department and Individual Sales Department
June 2017
Director and Senior Managing Executive Officer, Responsible for the General Planning and Administration
Department, Corporate Strategy Planning Department, Tokyo Office, and Risk Management Department
June 2018
Director and Senior Managing Executive Officer, Responsible for the General Planning and Administration
Department, Funds Department, Corporate Strategy Planning Department, and Tokyo Office
June 2019
Director and Senior Managing Executive Officer, Responsible for the Sales Management Department andIndividual Sales Department
April 2021
Director and Senior Managing Executive Officer, Responsible for the General Planning and Administration
Department, Funds Department, Sales Promotion Department, Sales Planning Department, Corporate Strategy
Planning Department, and Tokyo Office (To present)■ Reasons for nomination as candidate for Director
After his experience at The Bank of Tokyo-Mitsubishi UFJ, Ltd. (now MUFG Bank, Ltd.) , Mr. Noriaki Kojima was appointed as Executive Officer and General
Manager of the Sales Management Department of the Bank in 2010, after which he was appointed as Director and Managing Executive Officer. After assuming
the post of Director and Senior Managing Executive Officer, he demonstrated his abilities as the officer in charge of core departments such as the General
Planning and Administration Department, etc., and currently serves as the officer in charge of the General Planning and Administration Department, Funds
Department, and Sales Promotion Department, Sales Planning Department, etc. He has been nominated as candidate for Director in the determination that his
experience and performance with management overall from his time at the Bank means he has the abilities and decision-making capabilities to contribute to thesustainable growth of the Bank and improvement of its corporate value over the medium to long-term, and that he has the qualities necessary to fulfill the roleand responsibilities of a Director.

- 86 -

Candidate No.
4Toshiyuki Wakao

January 8, 1958

Number of shares owned:2,200 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1980
Joined The Chukyo Bank, Limited.
October 2003 Chief Investigator of Loan Management Department
October 2005 General Manager of Aratamabashi Branch
October 2006 Deputy General Manager of Sales Management Department
October 2008 Deputy General Manager of Individual Sales Department
July 2009
Deputy General Manager of Loan Management Department
May 2012
General Manager of Compliance Management Department
May 2013
General Manager of Loan Management Department
June 2013
Executive Officer, General Manager of Loan Management Department
June 2016
Director and Executive Officer, Responsible for the Loan Management Department
April 2018
Director and Executive Officer, General Manager of Loan Management Department, Responsible for the Loan
Management Department
June 2018
Director and Managing Executive Officer, General Manager of Loan Management Department, Responsible forthe Loan Management Department and Human Resources Department
May 2019
Director and Managing Executive Officer, Responsible for the Loan Management Department and Human
Resources Department(To present)■ Reasons for nomination as candidate for Director
Since assuming the post of Executive Officer and General Manager of the Loan Management Department in 2013, Mr. Toshiyuki Wakao has served as Director,
Executive Officer, General Manager of the Loan Management Department, and the officer in charge of the Loan Management Department. After assuming thepost of Director and Managing Executive Officer, he has also served as General Manager of the Loan Management Department and the officer in charge of the
Loan Management Department and the Human Resources Department. He currently serves as the officer in charge of the Loan Management Department and the
Human Resources Department. He has been nominated as candidate for Director in the determination that he has the right abilities and decision-making
capabilities for contributing to the sustainable growth of the Bank and improvement of its corporate value over the medium to long-term due to his ample
experience and achievements in loan departments in general as well as his track record of steady execution of duties even in human resources management andtalent cultivation, and that he has the qualities necessary to fulfill the role and responsibilities of a Director.

- 87 -

Candidate No.
5

Hiroshi Kawai

September 11, 1961

Number of shares owned:2,500 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1984
Joined The Chukyo Bank, Limited.
October 2003 General Manager of Shikatsu Branch
April 2005
General Manager of Iwakura Branch
October 2007 General Manager of Kuwana Branch
April 2010
General Manager of Imaike Branch
May 2012
General Manager of Head Office
May 2015
General Manager of Nagoya Chuo Branch
May 2016
General Manager of Sales Management Department, The Chukyo Bank, Limited
June 2016
Executive Officer, General Manager of Owari/Mikawa Sales Department
April 2018
Executive Officer, General Manager of Internal Audit Department
June 2018
Director, General Manager of Internal Audit Department, Responsible for the Internal Audit Department
May 2021
Director, Responsible for the Internal Audit Department
June 2021
Director and Executive Officer, Responsible for the Operations Administration Department and Risk Management
Department(To present)■ Reasons for nomination as candidate for Director
Since assuming the post of Executive Officer and General Manager of the Owari/Mikawa Sales Department in 2016, Mr. Hiroshi Kawai has served as Executive
Officer and General Manager of the Internal Audit Department, Director and General Manager of the Internal Audit Department, and the officer responsible for
the Internal Audit Department. He currently serves as Director and the officer responsible for the Operations Administration Department and Risk Management
Department. He has been nominated as candidate for Director in the determination that he has the right abilities and decision-making capabilities forcontributing to the sustainable growth of the Bank and improvement of its corporate value over the medium to long-term due to his achievements in completing
effective audit work, his overall management of administration departments, and his appropriate management of overall risk in the Risk Management
Department, and that he has the qualities necessary to fulfill the role and responsibilities of a Director.

- 88 -

Candidate No.
6

Junko Hiratsuka

September 11, 1967

Number of shares owned: 500 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1990
Joined The Tokai Bank, Ltd.
April 2007
General Manager of Ebara Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2009
General Manager of Kyodo Branch
May 2011
General Manager of Okazaki Branch
April 2014
General Manager of Insurance Business Strategy Office, Retail Business Division
May 2015
General Manager of Private Banking Division
May 2017
General Manager of Nagoya Sales Division and Manager of Nagoya Chuo Branch
February 2019 General Manager of Individual Sales Department, The Chukyo Bank, Limited
June 2019
Director and Executive Officer, General Manager of the Individual Sales Department
April 2021
Director and Executive Officer, General Manager of the Sales Planning Department (To present)■ Reasons for nomination as candidate for Director
After her experience at The Bank of Tokyo-Mitsubishi UFJ, Ltd. (now MUFG Bank, Ltd.), Ms. Junko Hiratsuka was appointed as Director, Executive Officer,
and General Manager of the Individual Sales Department of the Bank in 2019. She has served as Director, Executive Officer, and General Manager of the Sales
Planning Department since April 2021. She has been nominated as candidate for Director in the determination that she has the right abilities and decisionmaking capabilities for contributing to the sustainable growth of the Bank and improvement of its corporate value over the medium to long-term due to her trackrecord of steady execution of duties not only in the Individual Sales Department but also in sales planning departments overall, and that she has the qualities
necessary to fulfill the role and responsibilities of a Director.

- 89 -

Candidate No.
7

Yuki Shibata

January 11, 1950

Number of shares owned:

0 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1973
Joined Nagoya Railroad Co., Ltd.
June 2000
Branch President of Tokyo Branch
June 2004
Director, General Manager of Related Business Department
July 2005
Director, Assistant Division Director of Railroad Operations HQ, and General Manager of Planning andManagement Department
July 2006
Director, General Manager of Corporate Planning Department
June 2007
Managing Director
June 2009
Senior Managing Director
June 2010
Senior Managing Director, General Manager of Railroad Operations HQ
June 2011
Vice-President and Representative Director
June 2012
Representative Director and Vice President, Meitetsu Transportation Co., Ltd.
June 2013
Representative Director and President, Toray Advanced Film Co., Ltd.
June 2016
AdvisorJune 2019
Director、The Chukyo Bank, Limited (To present)■ Reasons for nomination as candidate for External Director and summary of expected roles
Mr. Yuki Shibata was appointed as External Director of the Bank in 2019. He actively provides appropriate advice and suggestions for deliberations andproposals at meetings of the Board of Directors from a practical point of view. This is based on his high level of insight and abundant experience from holding
important positions such as Representative Director and Vice President of Nagoya Railroad Co., Ltd. and Representative Director and President of Meitetsu
Transportation Co., Ltd. He has been nominated as candidate for External Director in the expectation that he continues to fulfill the roles and responsibilities ofan independent external director to demonstrate a highly effective management oversight function.

- 90 -

Candidate No.
8

Hiroyuki Noguchi

May 7, 1958

Number of shares owned:

0 shares■ Personal History/Positions and Responsibilities in the Bank (Major Concurrent Positions)
April 1981
Joined The Tokai Bank, Ltd.
December 2003 General Manager of Chiba Branch and General Manager of Chiba Corporate Sales Division, UFJ Bank Limited
September 2006 General Manager of Shintomicho Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2009
General Managert of Nihonbashi-Chuo Branch
June 2009
Executive Officer, General Manager of Nihonbashi-Chuo Branch
June 2011
Managing Director, Mitsubishi UFJ Securities Holdings Co., Ltd., Managing Director, Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd., and Director, Mitsubishi UFJ Financial Group, Inc.
June 2015
Managing Director, Mitsubishi UFJ Securities Holdings Co., Ltd., Managing Director, Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd., Managing Executive Officer, Mitsubishi UFJ Financial Group, Inc.
June 2016
President, Nippon Mutual Housing Loan Co., Ltd.
June 2021
Chairman, Nippon Mutual Housing Loan Co., Ltd.
Auditor, Shintohsho Real Estate Corporation
Director, The Chukyo Bank, Limited(To present)(Material Concurrent Posts)
Chair, Nippon Mutual Housing Loan Co., Ltd.
Auditor, Shintohsho Real Estate Corporation■ Reasons for nomination as candidate for External Director and summary of expected roles
Mr. Hiroyuki Noguchi has served in roles such as Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (now MUFG Bank, Ltd.) and Managing
Executive Officer of Mitsubishi UFJ Financial Group, Inc. He currently serves as Director and Chairman of Nippon Housing Mutual Aid Co., Ltd. He has been
nominated as candidate for External Director in the expectation that he fulfills the roles and responsibilities of an independent external director to demonstrate ahighly effective management oversight function due to his high level of insight and abundant experience from finance in general to corporate management.

- 91 -

(Notes)

1. There are no special conflicts of interest between any of the candidates here and the Bank.
2. Mr. Yuki Shibata and Mr. Hiroyuki Noguchi are candidates for External Directors.
3. The Bank has submitted notification to the Tokyo Stock Exchange and Nagoya Stock Exchange regarding Mr. Yuki Shibata's status as
an independent officer, in accordance with provisions provided by the respective exchanges. As of the end of this General Meeting of
Shareholders, Mr. Shibata will have been an External Director of the Bank for three years.
4. The Bank has submitted notification to the Tokyo Stock Exchange and Nagoya Stock Exchange regarding Mr. Hiroyuki Noguchi's
status as an independent officer, in accordance with provisions provided by the respective exchanges. As of the end of this General Meetingof Shareholders, Mr. Shibata will have been an External Director of the Bank for one year.
5. The Bank has concluded an Agreement for Limitations of Liability with Mr. Yuki Shibata and Mr. Hiroyuki Noguchi, candidates forExternal Director. Under this agreement, he shall be liable up to the lowest maximum liability provided for in Article 425(1) of theCompanies Act, provided that there should be no willful misconduct or gross negligence involved in his duties and responsibilities as perprovisions of the Articles of Incorporation. If both are reappointed and take office as Director, this agreement shall continue to be in force
between them and the Bank.
6. The Bank has concluded a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company. The summary of these agreements is on page 20 of the Business Report.
In the event that the candidate is appointed as a Director, he/she will be included as an insured party in this insurance contract. This
insurance contract is to be updated as necessary on its next renewal in accordance with the details above.
7. Yuki Shibata is currently an external director to Chukyo Bank, but in the event he is appointed as an external director by this Proposal,
and Proposal No. 2 Approval of Share Transfer Plan With The Aichi Bank, Ltd. is approved as drafted, he is currently scheduled to resignfrom his position as director of Chukyo Bank as of the day before the effective date of the Share Transfer (scheduled October 2, 2022) for
Proposal No. 2 Approval of Share Transfer Plan With The Aichi Bank, Ltd., and is scheduled to be appointed as a Director who is a
Member of the Audit Committee of the Joint Holding Company as of the effective date of the Share Transfer (scheduled October 3, 2022).

(Reference) List of Expertise of Directors and Auditors (Skill Matrix)
The following list was prepared on the assumption the director appointment proposal will be approved as drafted at the General Meetingof Shareholders.
Corporate
Humanplanning
Sales
Financial
Legal/risk
IT
Name
Independent
resources/operational/Marketing
accounting management systems
and labor
reform
Shigenobu〇〇〇〇
Tokuoka
Hideo
〇
〇
〇
〇
Kobayashi
Noriaki〇〇〇〇〇KojimaToshiyuki
〇
〇
〇
〇
Wakao
Director
Hiroshi
〇
〇
〇
〇
Kawai
Junko
〇
〇
〇
〇
Hiratsuka
Yuki Shibata
Independent〇〇〇〇
Hiroyuki
Independent〇〇〇〇
NoguchiAkihiro〇〇
Maeda
Kazuhiko
AuditorIndependent〇〇〇〇
KimuraYoshiko
Independent〇〇〇
Kurimoto* The above table does not include all the knowledge and experience of each Director/Auditor.

- 92 -

Proposal No. 5
Election of one substitute Auditor
Per legal stipulations, we seek approval to elect one Substitute Audit & Supervisory Board Member as a contingency against
an insufficient number of Audit & Supervisory Board Members.
Consent has been obtained from the Audit Committee for this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows.

Hiroko Takahashi
July 30, 1985

(current family name: Danjo)

Number of shares owned:

0 shares■ Personal History/Positions in the Bank (Major Concurrent Positions)
December 2016 Registered at Mie Bar Association
Employed at Kusui Law Office
April 2017
Seconded to The Mie Bank, Ltd.
August 2019
Registered at Aichi Bar Association Haruma Noguchi Law Office (current name: and LEGAL law office)(current position)
September 2021 Currently serves as an External Auditor of Shinpo Co., Ltd.
(To present)■ Reasons for nomination as candidate for Substitute External Audit & Supervisory Board Member
Though Ms. Hiroko Takahashi does not have direct experience in corporate management, she has been nominated as candidate for Substitute Outside Audit &Supervisory Board Member in the determination that she is capable of appropriately conducting an objective and neutral audit about the legality of the Bank's
Directors' execution of duties due to her specialization as an attorney.

(Notes)1. There are no special conflicts of interest between the candidate for substitute Auditor and the Bank.
2. Ms. Hiroko Takahashi is a candidate for External substitute auditor.
3. The Bank plans to submit notification to the Tokyo Stock Exchange and Nagoya Stock Exchange indicating Ms. Hiroko Takahashi's
status as an independent officer, in accordance with provisions provided by the respective exchanges, in the event that she is appointed as
Auditor.
4. The Bank plans to conclude an Agreement for Limitations of Liability with Ms. Hiroko Takahashi in the event that she is appointed as
Auditor. Under this agreement, she shall be liable up to the lowest maximum liability provided for in Article 425(1) of the Companies
Act, provided that there should be no willful misconduct or gross negligence involved in her duties and responsibilities as External
Auditor as per provisions of the Articles of Incorporation.
5. The Bank has concluded a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of the Companies
Act with an insurance company. The summary of these agreements is on page 20 of the Business Report.
In the event that Ms. Hiroko Takahashi is appointed as an Audit & Supervisory Board Member, she will be included as an insured party
in this insurance contract. This insurance contract is to be updated as necessary on its next renewal in accordance with the details above.
End of document- 93 -

Notes:- 94 -

Notes:- 95 -

Notes:- 96 -

Notes:- 97 -

Notes:- 98 -

Notes:- 99 -

General Meeting of Shareholders venue map

Venue
Large conference roomon the 8th floor of thehead office

Venue
Phone:
Closest station

33-13, Sakae 3-chome, Naka-ku, Nagoya
Large conference room on the 8th floor of the head office052-262-6111 (main number)
Five minutes’ walk from Exit 4 of Yabacho Station (Nagoya City Subway Meijo Line )- 100 -