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

Securities Code: 8563
June 1, 2022
To our shareholders:
Takao Suzuki
Director and President
THE DAITO BANK, LTD.
19-1, Nakamachi, Koriyama City, Fukushima

NOTICE OF CONVOCATION OF THE 117TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We are pleased to announce the 117th Annual General Meeting of Shareholders of THE DAITO BANK, LTD. (the“Bank”). The meeting will be held for the purposes as described below.
In light of the spread of the novel coronavirus disease, in order to ensure the safety of shareholders and to preventthe spread of infection, we ask that you exercise your voting rights in writing or via the internet in advance to theextent possible, and that you wear a face mask if you attend the General Meeting of Shareholders in person.
Furthermore, we may take necessary measures at our discretion, to ensure the safety of shareholders and prevent the
spread of infection at the venue, depending on the situation on the day of the meeting. We appreciate yourunderstanding and cooperation.
When exercising your voting rights in writing or via the internet, please review the Reference Documents for the
General Meeting of Shareholders (described hereinafter) and exercise your voting rights in accordance with the“Instructions for Exercising Voting Rights” on pages 3 to 5 of the Japanese version (in Japanese only) by 5:00 p.m.
Thursday, June 23, 2022 (JST).
1. Date and Time: Friday, June 24, 2022, at 10:00 a.m. (JST)
2. Place:
6F, Main Conference Room, Head Office of the Bank
19-1, Nakamachi, Koriyama City, Fukushima
3. Meeting Agenda:
Matters to be reported:
1. The Business Report and Non-consolidated Financial Statements for the Bank’s 117th Fiscal Year (from
April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the Bank’s 117th Fiscal Year (from April 1, 2021 to March 31, 2022)
and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4:
Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5:
Determination of Issuance of Restricted Share Remuneration for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members, and Outside Directors)- When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception desk. Please also bring thisConvocation Notice when attending the meeting.
- The Bank has adopted Smart Voting. Please refer to page 4 of the Japanese version (in Japanese only)- Of the documents to be provided with this Convocation Notice, the following items are omitted as they are posted on the Bank’s
website (https://www.daitobank.co.jp/) in accordance with laws and regulations and Article 16 of the Articles of Incorporation of theBank:1) Non-consolidated Statement of Changes in Shareholders’ Equity-1-2) Notes to Non-consolidated Financial Statements
3) Consolidated Statement of Changes in Shareholders’ Equity
4) Notes to Consolidated Financial Statements- The documents provided with this Convocation Notice are a part of the Non-consolidated Financial Statements and Consolidated
Financial Statements audited by the Accounting Auditor in preparing its audit reports, as well as a part of the Business Report,
Non-consolidated Financial Statements, and Consolidated Financial Statements audited by the Audit and Supervisory Committee in
preparing their audit reports.
- Any updates to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements, or Non-consolidated Financial Statements will be posted on the Bank’s website (https://www.daitobank.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1

Appropriation of Surplus

The Bank proposes the appropriation of surplus as follows.
Matters concerning year-end dividends
With regard to the year-end dividends for the 117th fiscal year, comprehensively taking into account continuing toprovide stable dividends and the business results of the Bank for the fiscal year under review, the Bank proposes asfollows.
In addition, internal reserves will continue to be used efficiently for effective investments, etc., in order to enhance
the Bank’s operational foundations and strengthening the management structure.
1. Dividend asset type
Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amount
30 yen per share of common stock, for a total of 380,147,190 yen
3. Effective date of distribution of surplus
June 27, 2022

-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Bank
proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of thesystem for providing informational materials for the general meeting of shareholders in electronic format.
(1) Article 16, paragraph (1) in “Proposed amendments” below will stipulate that the Bank shall take measuresfor providing information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format.
(2) Article 16, paragraph (2) in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
Details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Bank convenes a general meeting of shareholders, if
it discloses information that is to be stated or presented in thereference documents for the general meeting of shareholders,business report, financial statements and consolidated financial
statements through the internet in accordance with theprovisions prescribed by the Ministry of Justice Order, it may
be deemed that the Bank has provided this information toshareholders.
(Newly established)(Underlines indicate amendments.)
Proposed Amendments(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 16
1. When the Bank convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Bank
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paperbased documents to be delivered to shareholders whorequested the delivery of paper-based documents by therecord date of voting rights.

-4-Current Articles of Incorporation
Supplementary Provision(Transitional measures concerning exemption from liability ofCorporate Auditor)
Agreements to limit liability for damages as provided for in
Article 423, paragraph (1) of the Companies Act in relation to theactions of Outside Corporate Auditors (including former Outside
Corporate Auditors) prior to the conclusion of the 115th Annual
General Meeting of Shareholders shall comply with theprovisions of Article 32 of the Articles of Incorporation before
amendment by the resolution at the 115th Annual General
Meeting of Shareholders.
(Newly established)

Proposed Amendments
Supplementary Provision(Transitional measures concerning exemption from liability ofCorporate Auditor)
Agreements to limit liability for damages as provided for in
Article 423, paragraph (1) of the Companies Act in relation to theactions of Outside Corporate Auditors (including former Outside
Corporate Auditors) prior to the conclusion of the 115th Annual
General Meeting of Shareholders shall comply with theprovisions of Article 32 of the Articles of Incorporation before
amendment by the resolution at the 115th Annual General
Meeting of Shareholders.
(Effective Date for Measures, etc. for Providing Information inElectronic Format)
1. The amendment to the Articles of Incorporation pertaining
to Article 16 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from the Date of
Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.

-5-

Proposal No. 3

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this Annual General Meeting of
Shareholders. In that regard, the Bank proposes the election of five (5) Directors.
The Audit and Supervisory Committee has given its opinion that this proposal is in accordance with the policy fornominating candidates for Director of the Bank, the candidates for Director were appropriately selected following
deliberations by the Nomination and Remuneration Committee and each candidate is qualified to serve as a Directorof the Bank.
The candidates are as follows:
No.

Name

1

Takao Suzuki

2

Yasuhiro Oka

3Kenichi Miura

4

Hiroaki Osato

5

Mitsuo Furukawa

Positions and roles at the Bank
Reelection

Director and President (Representative Director), in charge of

InsideOperation and Banking systems Division and Audit Division

Reelection
InsideReelection
InsideReelection
InsideNew election
InsideManaging Director (Representative Director), in charge of
Human Resources and General Affairs Division, Business
Development Division and Securities and International Division
Managing Director (Representative Director), General Manager
of Corporate Planning Division
In charge of Corporate Planning Division and Credit Division
Director and General Manager of Securities and International
DivisionManaging Executive Officer
General Manager of Business Development Division

Reelection: Candidate for Director to be reelectedElection: Candidate for Director to be newly elected
Inside: Candidate for Inside DirectorNo.

1

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1976
Joined the Bank
Feb. 1996
General Manager of Uneme BranchMar. 1998
Deputy General Manager of Head Office
Apr. 2001
General Manager of Nihonmatsu BranchMar. 2003
Asahi Area Manager and General Manager of
Takao Suzuki
Asahi Branch(November 15, 1953)
12,900 shares
June 2004
Managing Director
Reelection
June 2008
Senior Managing Director
InsideJune 2010
Director and President (Representative
Director)
To the present
Roles: Operation and Banking systems Division and Audit
Division<Reasons for nomination as a candidate for Director>
Mr. Suzuki possesses a wealth of business knowledge and experience through his services as Branch General Manager,
and since becoming Managing Director in 2004, he has amassed abundant management experience through holding
positions as Senior Managing Director. Therefore, the Bank believes that he is capable of conducting the Bank’sbusiness management in an accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Name(Date of birth)

-6-

No.

2

3

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1974
Joined the Bank
Mar. 1999
General Manager of Ishikawa Branch
Apr. 2001
General Manager of Kawamata BranchMar. 2003
General Manager of Shirakawa Branch
June 2004
General Manager of Credit Management
Division
Yasuhiro Oka
July 2008
Executive Officer and General Manager of(November 30, 1955)
4,400 shares
Credit Division
Reelection
June 2010
Director and General Manager of Credit
InsideDivision
June 2013
Managing Director (Representative Director)
To the present
Roles: Human Resources and General Affairs Division,
Business Development Division, and Securities andInternational Division<Reasons for nomination as a candidate for Director>
Mr. Oka possesses a wealth of business knowledge and experience through his services as Branch General Manager andGeneral Manager of Credit Management Division and Credit Division, and since becoming a Director in 2010, he has
amassed abundant management experiences. Therefore, the Bank believes that he is capable of conducting the Bank’sbusiness management in an accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Apr. 1980
Joined The Long-Term Credit Bank of Japan,
Limited(currently Shinsei Bank, Limited)
July 2008
General Manager of Fukuoka Branch
Nov. 2010
Seconded to the Bank from Shinsei Bank,
Limited
Executive Officer and General Manager ofCorporate Planning Division
June 2012
Director and General Manager of Corporate
Planning Division
July 2012
Director and General Manager of Business
Planning Division
Kenichi Miura
July 2014
Director and General Manager of Corporate(January 26, 1958)
Planning Division
5,200 shares
Reelection
Aug. 2015
Director, General Manager of Banking systems
InsideDivision, and General Manager of Operation
Division
June 2016
Managing Director (Representative Director),
General Manager of Banking systems Division,and General Manager of Operation Division
July 2017Managing Director (Representative Director)
and General Manager of Head Office
Apr. 2019
Managing Director (Representative Director),
General Manager of Corporate Planning
DivisionTo the present
Roles: Corporate Planning Division and Credit Division<Reasons for nomination as a candidate for Director>
Mr. Miura possesses a wealth of business knowledge and experience through his services as Branch General Manager ata major bank and serving as General Manager at the Bank’s Corporate Planning Division, Business Planning Division,
Banking systems Division and Operation Division, and Head Office, and since becoming Director in 2012, he has
amassed abundant management experiences. Therefore, the Bank believes that he is capable of conducting the Bank’sbusiness management in an accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Name(Date of birth)-7-

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1981
Joined the Bank
Apr. 2001
Deputy Manager of Securities and International
DivisionMar. 2003
Deputy Manager of General Planning Division
June 2004
Deputy Manager of Corporate Planning
Division
Hiroaki Osato
July 2005
Deputy General Manager of Corporate(December 26, 1957)
3,300 shares
Planning Division
Reelection
July 2008
General Manager of Securities andInsideInternational Division
4
June 2013
Executive Officer and General Manager ofSecurities and International Division
June 2017
Director and General Manager of Securities andInternational Division
To the present<Reasons for nomination as a candidate for Director>
Mr. Osato possesses a wealth of business knowledge and experience through his services as Deputy General Manager
of Corporate Planning Division and General Manager of Securities and International Division, and since becoming
Director in 2017, he has been appropriately fulfilling his duties. Based on the experience and knowledge, the Bank
believes that he is capable of conducting the Bank’s business management in an accurate, fair, and efficient manner, andthus proposes his reelection as Director.
Apr. 1984
Joined the Bank
July 2002
General Manager of Tsurumidan Branch
July 2005
Koriyama A Area Manager, General Manager
of Hohaccho Branch, and General Manager ofKoharada Branch
July 2008
Iwaki Area Manager and General Manager of
Taira Branch
July 2010
Northern Area Manager and General Manager
of Fukushima Branch
Mitsuo Furukawa
June 2012
Executive Officer, Northern Area Manager, and(June 10, 1961)
General Manager of Fukushima Branch
4,000 shares
New election
July 2013
Executive Officer, General Manager of Credit
InsideDivision, and General Manager of Credit
Management Division
5
July 2014
Executive Officer and General Manager ofHead Office
June 2016
Director and General Manager of Head Office
July 2017
Director and General Manager of Business
Promotion Division
July 2020
Managing Executive Officer and General
Manager of Business Development Division
To the present<Reasons for nomination as a candidate for Director>
Mr. Furukawa possesses a wealth of business knowledge and experience through his services as Branch General
Manager, General Manager of Credit Division and Credit Management Division, General Manager of Head Office, andGeneral Manager of Business Promotion Division, and he has been appropriately fulfilling his duties. Based on theexperience and knowledge, the Bank believes that he is capable of conducting the Bank’s business management in an
accurate, fair, and efficient manner, and thus proposes his election as Director.
(Note) There is no special interest between each candidate for Director and the Bank.
No.

Name
(Date of birth)-8-

Proposal No. 4

Election of Five (5) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all five (5) Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this Annual General Meeting of Shareholders. In that regard, the Bank proposes the election of five (5)Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
No.
1

2

Name
Hirokatsu Watanabe

Norio Shimizu

Positions and roles at the Bank
Reelection
InsideReelection
OutsideIndependent
Reelection

3

Mika Matsumoto

4

Hiroyuki Kanno

OutsideIndependent
Reelection

5

Chikashi Sato

OutsideIndependent
Reelection
OutsideDirector who is Audit and Supervisory Committee Member(Full-Time)
Director who is Audit and Supervisory Committee Member(Outside)
Director who is Audit and Supervisory Committee Member(Outside)
Director who is Audit and Supervisory Committee Member(Outside)
Director who is Audit and Supervisory Committee Member(Outside)
Independent
Reelection: Candidate for Director to be reelected as Audit and Supervisory Committee Member
Inside: Candidate for Inside Director
Outside: Candidate for Outside Director
Independent: Independent Officer (to be) registered with the stock exchanges

No.

1

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1983
Joined the Bank
Aug. 2003
General Manager of Nishikawa Branch
July 2005
Deputy General Manager of General Affairs
Division
July 2008
General Manager of General Affairs
Department
Hirokatsu Watanabe
July 2012
General Manager of Tokyo Branch and General(March 21, 1961)
5,120 shares
Manager of Tokyo Office
Reelection
July 2014
General Manager of General Affairs
InsideDepartment
June 2015
Executive Officer and General Manager ofGeneral Affairs Division
June 2020
Director who is Audit and Supervisory
Committee Member (Full-Time)To the present<Reasons for nomination as a candidate for Audit and Supervisory Committee Member>
Mr. Watanabe possesses a wealth of business knowledge and experience through his services as Branch General
Manager, General Manager of Tokyo Branch and General Manager of Tokyo Office, and Deputy General Manager andGeneral Manager of the General Affairs Division and involvement with human resource management and staff
development and capacity building. Based on this track record, the Bank has judged that he is qualified to supervise theexecution of the Bank’s business, and thus proposes his election as a Director who is an Audit and Supervisory
Committee Member.
Name(Date of birth)

-9-

No.

2

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1981
Joined the Bank of Japan
Feb. 2004
General Manager of Aomori Branch
May 2007General Manager of Kobe Branch
May 2009
Deputy Director-General of Personnel andCorporate Affairs Department
June 2010
Director-General of Currency Issue Department
Apr. 2013
Director-General of Personnel and Corporate
Affairs Department
June 2014
Resigned from the Bank of Japan
Norio Shimizu(July 24, 1957)
July 2014
Managing Executive Officer of the Shoko
0 shares
Reelection
Chukin Bank, Ltd.
OutsideJune 2015
Director & Managing Executive Officer
Independent
June 2018
Retired from the Shoko Chukin Bank, Ltd.
June 2018
Director of Tokiwa Sohgoh Service Co., Ltd.
June 2019
Representative Director and President
June 2020
Director who is Audit and Supervisory
Committee Member (Outside) of the BankTo the present
Significant concurrent positions outside the Bank
Representative Director and President, Tokiwa Sohgoh Service
Co., Ltd.
<Reasons for nomination as a candidate for Audit and Supervisory Committee Member and outline of expected role>
Mr. Shimizu has been involved in the financial business for many years at the Bank of Japan and has expertise andspecialized knowledge in the banking business. He has an extensive experience and diverse knowledge as a corporate
manager. Based on this track record, the Bank believes that he is capable of utilizing his experience to contribute to thesoundness and transparency of the Bank’s decision-making and be utilized to strengthen the supervision ofmanagement, and thus proposes his election as an Outside Director who is an Audit and Supervisory Committee
Member.
<Supplementary explanation regarding independence>
Since Mr. Shimizu does not infringe upon the standards for independence stipulated by the Tokyo Stock Exchange andhe satisfies the criteria of independence for Outside Directors established by the Bank, the Bank has judged that he hashigh independence from management. The Bank has appointed him as an Independent Officer and submitted a
notification of the appointment to the same exchange.
<Term of office as Audit and Supervisory Committee Member>
Mr. Shimizu currently serves as an Audit and Supervisory Committee Member of the Bank. His term of office as Audit
and Supervisory Committee Member will be two (2) year at the conclusion of this year’s Annual General Meeting of
Shareholders.
Name(Date of birth)- 10 -

No.

Name(Date of birth)

Mika Matsumoto(February 3, 1974)
Reelection
OutsideIndependent

3

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 2000
Registered as an attorney-at-law (Daini Tokyo
Bar Association)
Joined Sakuragaoka Law Office
Apr. 2001
President, Monbetsu-himawari-law Office(Asahikawa Bar Association)
Sept. 2006

Visiting Scholar (dispatched by JFBA),
University of California, Berkeley

Sept. 2007

Member, Soma-himawari-law Office(Fukushima Bar Association)

Sept. 2010

100 shares

Established Hamadori Law Office (Iwaki City,
Fukushima Prefecture)
June 2015
Outside Corporate Auditor of the Bank
June 2020
Director who is Audit and Supervisory
Committee Member (Outside)
To the present
Significant concurrent positions outside the Bank
Attorney-at-law<Reasons for nomination as a candidate for Audit and Supervisory Committee Member and outline of expected role>
Based on Ms. Matsumoto’s knowledge and experience gained from her years as an attorney, the Bank has judged that
she is qualified to supervise the execution of the Bank’s business, such as expressing her opinion objectively from an
independent and neutral position, and thus proposes her election as an Outside Director who is an Audit andSupervisory Committee Member. The Bank judges she will appropriately fulfill her duties as an Outside Director who is
an Audit and Supervisory Committee Member based on the above reasons.
<Supplementary explanation regarding independence>
Since Ms. Matsumoto does not infringe upon the standards for independence stipulated by the Tokyo Stock Exchange
and she satisfies the criteria of independence for Outside Directors established by the Bank, the Bank has judged that
she has high independence from management. The Bank has appointed her as an Independent Officer and submitted a
notification of the appointment to the same exchange.
<Term of office as Audit and Supervisory Committee Member>
Ms. Matsumoto currently serves as an Audit and Supervisory Committee Member of the Bank. Her term of office as
Audit and Supervisory Committee Member will be two (2) year at the conclusion of this year’s Annual General
Meeting of Shareholders.

- 11 -

No.

4

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1978
Joined Fukushima Prefectural Government
Apr. 2005
Secretary of Finance Group
Apr. 2007
General Manager of General Affairs
Department
Apr. 2009
Member of the Board (In charge ofgeneral/financial affairs) and Head of theSecretariat of The Public University
Corporation, The University of Aizu
June 2011
Accounting Manager and Treasurer ofHiroyuki Kanno
Fukushima Prefectural Government(December 15, 1954)
Apr. 2012
General Manager of Health and Welfare
Reelection
0 shares
Department
OutsideMar. 2014
Resigned from Fukushima Prefectural
Independent
Government
Apr. 2014
Representative Director and Manager ofFukushima Training Center For Local Officers
Mar. 2018
Resigned from Fukushima Training Center For
Local Officers
June 2019
Outside Corporate Auditor of the Bank
June 2020
Director who is Audit and Supervisory
Committee Member (Outside)
To the present<Reasons for nomination as a candidate for Audit and Supervisory Committee Member and outline of expected role>
Mr. Kanno has been involved in both financial and general business domains through his employment at the Fukushima
Prefectural Office, and possesses a wealth of experience, knowledge and discernment that can be utilized in banking
services as well. Based on this track record, the Bank has judged that he is qualified to supervise the execution of theBank’s business, such as expressing his opinion objectively from an independent and neutral position, and thus
proposes his election as an Outside Director who is an Audit and Supervisory Committee Member. He has never in thepast been involved in the management of a company except as an outside director or outside corporate auditor.
However, the Bank judges he will appropriately fulfill his duties as an Outside Director who is an Audit andSupervisory Committee Member based on the above reasons.
<Supplementary explanation regarding independence>
Mr. Kanno is a former employee of Fukushima Prefecture and there are deposit and loan transactions between the Bankand the prefecture. However, the summary of the transaction is omitted because it is an ordinary banking transaction
and the nature of the transaction is such that there is no risk of influencing the decisions of shareholders and investors.
Since Mr. Kanno does not infringe upon the standards for independence stipulated by the Tokyo Stock Exchange and hesatisfies the criteria of independence for Outside Directors established by the Bank, the Bank has judged that he hashigh independence from management. The Bank has appointed him as an Independent Officer and submitted a
notification of the appointment to the same exchange.
<Term of office as Audit and Supervisory Committee Member>
Mr. Kanno currently serves as an Audit and Supervisory Committee Member of the Bank. His term of office as Audit
and Supervisory Committee Member will be two (2) year at the conclusion of this year’s Annual General Meeting of
Shareholders.
Name(Date of birth)- 12 -

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1980
Joined Koriyama City Office
Apr. 2005
Manager of Finance Section of Finance
Department
Apr. 2008
Secretary of the Board of Education andManager of General Affairs Section
May 2011
Chief of the Secretariat of the City Council
Apr. 2013
General Manager of Lifelong Learning
Department, Secretariat of the Board of
Chikashi Sato
Education(May 10, 1956)
Apr. 2015
General Manager of General Affairs
0 shares
Reelection
Department
OutsideMar. 2017
Resigned from Koriyama City Office
Independent
Apr. 2017Managing Director of Koriyama City Social
Welfare Organization
Apr. 2018
President
Mar. 2020
Retired from Koriyama City Social Welfare
Organization
June 2020
Director who is Audit and Supervisory
Committee Member (Outside) of the BankTo the present
5<Reasons for nomination as a candidate for Audit and Supervisory Committee Member and outline of expected role>
Mr. Sato has been involved in administration of both financial and general business domains through his employment at
the Koriyama City Office, and possesses a wealth of experience, knowledge and discernment that can be utilized inbanking services as well. Based on this track record, the Bank has judged that he is qualified to supervise the executionof the Bank’s business, such as expressing his opinion objectively from an independent and neutral position, and thus
proposes his election as an Outside Director who is an Audit and Supervisory Committee Member. He has never in thepast been involved in the management of a company except as an outside director or outside corporate auditor.
However, the Bank judges he will appropriately fulfill his duties as an Outside Director who is an Audit andSupervisory Committee Member based on the above reasons.
<Supplementary explanation regarding independence>
Mr. Sato is a former employee of Koriyama City and there are deposit and loan transactions between the Bank and thecity. However, the summary of the transaction is omitted because it is an ordinary banking transaction and the nature of
the transaction is such that there is no risk of influencing the decisions of shareholders and investors.
Since Mr. Sato does not infringe upon the standards for independence stipulated by the Tokyo Stock Exchange and hesatisfies the criteria of independence for Outside Directors established by the Bank, the Bank has judged that he hashigh independence from management. The Bank has appointed him as an Independent Officer and submitted a
notification of the appointment to the same exchange.
<Term of office as Audit and Supervisory Committee Member>
Mr. Sato currently serves as an Audit and Supervisory Committee Member of the Bank. His term of office as Audit andSupervisory Committee Member will be two (2) year at the conclusion of this year’s Annual General Meeting of
Shareholders.
(Notes) 1. There is no special interest between each candidate for Director who is an Audit and Supervisory Committee Member andthe Bank.
2. The Bank has stipulated in the Articles of Incorporation to allow for the conclusion of agreements with Outside Directorsthat limit their liability for damages to a certain range so that they can fully perform their expected roles. If the election of
Norio Shimizu, Mika Matsumoto, Hiroyuki Kanno and Chikashi Sato is approved as proposed, the Bank plans to renew
the agreement that limits their liability for damages set forth in Article 423, paragraph (1) of the Companies Act pursuant
to the provisions of Article 427, paragraph (1) of the said act.
3. With regard to Mika Matsumoto, her name is recorded in her family register as Mika Watanabe, but addressed here by thename that she uses for business.
No.

Name
(Date of birth)- 13 -

[Reference] Skills Matrix for the Candidates for Director
Particularly expected knowledge, experience and skills

Name

Independence

Sales
Marketing

Legal affairs
Compliance

Finance &Accounting

●

●

●

●

●

●

Yasuhiro Oka

●

●

●

●

●

Kenichi Miura

●

●

●

●

Hiroaki Osato

●

●

●

●

Takao Suzuki

Mitsuo Furukawa●

Directors who are Audit andSupervisory Committee Members

Financialbusiness

Directors who are not Audit andSupervisory Committee Members

Corporate
management

Hirokatsu Watanabe

●

●

Human
resources

●

●
●

Local
economy

●

●

●

●

●

Norio Shimizu●●

Mika Matsumoto●●

Hiroyuki Kanno

●

●

●

Chikashi Sato

●

●

●

●
●

- 14 -●

Proposal No. 5

Determination of Issuance of Restricted Share Remuneration for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members, and Outside Directors)

At the 115th Annual General Meeting of Shareholders held on June 26, 2020, the remuneration amount for Directors(excluding Directors who are Audit and Supervisory Committee Members) was approved to be not more than 180
million yen per year (excluding the portion of employee salaries of Directors concurrently serving as employees). In
order to provide Directors, including those to be appointed in the future, with the incentive to continuously enhance
the Bank’s corporate value and to promote further value sharing between Directors and shareholders, the Bank
proposes approval to grant new compensation for the issuance of restricted shares to Directors (excluding Directors
who are Audit and Supervisory Committee Members and Outside Directors) of the Bank who are outside the above
remuneration framework.
Based on this proposal, the total amount of monetary remuneration to be paid to Directors (excluding Directors who
are Audit and Supervisory Committee Members and Outside Directors. Hereinafter referred to as “Eligible
Directors”) of the Bank for the issuance of restricted shares shall be an amount considered reasonable in light of theabove purpose, and shall not be more than 36 million yen per year. In addition, the specific allocation to each Eligible
Director shall be determined by the Board of Directors.
The Bank currently has nine (9) Directors (including five (5) members of the Audit and Supervisory Committee), but
if Proposal No. 3 is approved as proposed, there will be ten (10) Directors (including five (5) members of the Audit
and Supervisory Committee).
In addition, the Eligible Directors will receive all of the monetary compensation claims arising from this proposal asassets in kind in accordance with the resolution of the Bank’s Board of Directors, and the total number of shares of
the Bank’s common stock to be issued or disposed of as a result of this proposal shall not be more than 63,000 shares
per year (however, in the event of a stock split or reverse stock split of the Bank’s common stock (including theallotment without contribution of the Bank’s common stock) or any other event requiring the adjustment of the total
number of the Bank’s common stock to be issued or disposed of as restricted shares after the date of approval of this
proposal, the total number shall be adjusted within reasonable limits), and the amount to be paid per share shall be
determined by the Board of Directors based on the closing price (or the closing price of the immediately preceding
trading day if no transaction was effected on that day) of the Bank’s common stock on the Tokyo Stock Exchangeon the business day immediately preceding the date of each resolution of the Board of Directors, to the extent thatsuch price is not unduly favorable to the Eligible Directors. In addition, upon the issuance or disposal of the Bank’scommon stock as a result of the above, the Bank and the Eligible Directors shall enter into a Restricted Share
Allotment Agreement (hereinafter referred to as “Allotment Agreement”), which includes the following summary ofcontent.
(1)

Eligible Directors shall not transfer, grant a security interest in, or otherwise dispose of (hereinafter referred as“Transfer Restrictions”) the Bank’s common shares (hereinafter referred to as “Allotted Shares”) allotted underthe Allotment Agreement during the period from the date of issuance of the restricted shares to the date when
they lose their position as a Director of the Bank or any other position determined by the Bank’s Board of
Directors (however, in the event that they lose the position before three months after the end of the fiscal yearthat includes the date of issuance of the Allotted Shares elapses, if another date within six months after the endof the fiscal year is separately determined by the Bank’s Board of Directors, this date (hereinafter referred toas “Transfer Restriction Period”) shall apply).

(2)

If Eligible Directors lose any of the positions described in (1) above before the expiration of the period
separately determined by the Bank’s Board of Directors (hereinafter referred as “Service Period”), the Bank
will naturally acquire the Allotted Shares without consideration, unless there is a reason deemed justifiable by
the Bank’s Board of Directors.

(3)

The Bank will lift the Transfer Restrictions of all Allotted Shares upon expiration of the Transfer Restriction
Period, provided that the Eligible Directors have continuously served as Directors of the Bank or in any otherposition determined by the Bank’s Board of Directors for the duration of the Service Period. However, if the
Eligible Directors lose any of the positions set forth in (1) above before the expiration of the Service Period forreasons deemed justifiable by the Bank’s Board of Directors as set forth in (2) above, the number of Allotted- 15 -

Shares to be released from the Transfer Restrictions and the time at which the Transfer Restrictions are liftedshall be reasonably adjusted as required.
(4)

When the Transfer Restriction Period expires, the Bank will naturally acquire without consideration the Allotted
Shares for which Transfer Restrictions have not yet been lifted based on the provisions of (3) above.

(5)

If, during the Transfer Restriction Period, a merger agreement under which the Bank is to be dissolved, a shareexchange agreement under which the Bank is to become a wholly-owned subsidiary, a share transfer plan, or
any other matter relating to restructuring, etc. are approved at the Bank’s General Meeting of Shareholders(however, when approval by the Bank’s General Meeting of Shareholders is not required for such restructuring,etc., the Bank’s Board of Directors), the Transfer Restrictions for a reasonably determined number of Allotted
Shares shall be lifted prior to the effective date of such restructuring, etc. through a resolution of the Bank’s
Board of Directors.

(6)

In the case prescribed in (5) above, immediately after the lifting of Transfer Restrictions based on the provisionsof (5) above, the Bank shall naturally acquire without consideration the Allotted Shares for which Transfer
Restrictions have not yet been lifted.

(7)

The method of indication of intention and the notification in the Allotment Agreement, the amendment methodof the Allotment Agreement, and other matters to be determined by the Board of Directors shall be set forth in
the Allotment Agreement.

At the Board of Directors meeting held on March 26, 2021, the Bank established a policy regarding the determinationof remuneration of Directors, etc., and an outline of the details is provided on page 31 of the Business Report (inJapanese only). Upon approval of this proposal, the Bank intends to amend this policy so that it is in line with this
proposal. In addition, as mentioned above, the paid-in amount for the restricted shares shall be within a range that is
not unduly favorable and the dilution ratio shall be minimal, therefore the Bank has determined that the issuance ofrestricted shares is reasonable.
The Audit and Supervisory Committee has confirmed the details of the deliberations by the Nomination andRemuneration Committee, the remuneration system, the method of calculating remuneration amounts, and othermatters, and deems this proposal to be appropriate.
(Reference)
The Bank intends to introduce a system to issue restricted shares also to Executive Officers of the Bank in a manner
similar to this system, provided that the proposal concerning this system is approved at this General Meeting of
Shareholders.

- 16 -