Securities Code: 8558
June 11, 2024

To our shareholders:

Hiroshi Ebara
Representative Director,
President & Chief Executive Officer
THE TOWA BANK, LTD.
12-6, Honmachi 2-chome, Maebashi, Gunma

Notice of the 119th Annual General Meeting of Shareholders

We are pleased to announce the 119th Annual General Meeting of Shareholders of THE TOWA BANK,
LTD. (the “Bank”), which will be held as described below.
When convening this Annual General Meeting of Shareholders, the Bank takes measures for providing
information that constitutes the content of Reference Documents for the General Meeting of
Shareholders, etc. (excluding the Voting Rights Exercise Form) (the items subject to measures forelectronic provision) in electronic format. Please access the Bank’s website below to refer to theinformation.
The Bank’s website:
https://www.towabank.co.jp(Please access the above website, select “To our shareholders and investors,” in the top menu andthen “Stock” and “General Meeting of Shareholders” by turns.) (Available in Japanese)
The items subject to measures for electronic provision are also posted on the website of the Tokyo Stock
Exchange (TSE). Please access the TSE website (Listed Company Search) below to refer to theinformation.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the above website, input “Towa Bank” in “Issue name (company name)” or the
Bank’s securities code “8558” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information” to review the information.)
You may exercise your voting rights via the Internet, etc. or in writing. If you intend to exercise yourvoting rights using these methods, please read the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by no later than 5:00 p.m. on Wednesday, June
26, 2024 (JST) either by entering your approval or disapproval on the Bank’s designated voting website(https://www.e-sokai.jp) or by returning the enclosed Voting Rights Exercise Form with indication of
approval or disapproval.

–1–1. Date and TimeThursday, June 27, 2024 at 10:00 a.m.
(The reception desk will open at 9:00 a.m.) (JST)

2. Venue:

Main Conference Room, 2F, Head Office of the Bank,
12-6, Honmachi 2-chome, Maebashi, Gunma

3. Purposes of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 119th fiscal year (from April
1, 2023 to March 31, 2024) and Reports of Audit on the Consolidated Financial Statements
by Financial Auditor and Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 119th fiscal year (from April 1, 2023 to March
31, 2024)
Matters to be resolved:<Company Proposals (Proposal No. 1 through Proposal No. 4)>
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Eight Directors
Proposal No. 3 Election of Three Audit & Supervisory Board Members
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member<Shareholder Proposals (Proposal No. 5 through Proposal No. 7)>
Proposal No. 5 Amendment to the Articles of Incorporation regarding the Appropriation of
Surplus
Proposal No. 6 Amendment to the Articles of Incorporation regarding Share Buybacks
Proposal No. 7 Amendment to the Articles of Incorporation regarding the Publication ofMaterials Explaining Financial Results
4. Matters Determined upon the Convocation(1) If you do not attend the General Meeting of Shareholders, you are entitled to attend the General
Meeting of Shareholders by designating another shareholder with voting rights of the Bank as
your proxy. Provided, however, a document certifying the right of proxy needs to be submitted.
(2) If there is no indication of approval or disapproval for each proposal on the returned Voting
Rights Exercise Form, the Bank will treat the vote as an approval if it is the Bank’s proposal
and as a disapproval if it is shareholder’s proposal.
(3) If you exercise your voting rights both in writing and via the Internet, etc., the vote exercised
via the Internet will be deemed valid. If you exercise your voting rights more than once via theInternet, etc., only the last vote will be deemed valid.
(4) Among the items subject to measures for electronic provision, in accordance with theprovisions of laws and regulations and Article 15 of the Statues of Incorporation of the Bank,
the following items are not provided in the paper-based documents delivered to theshareholders. Accordingly, the paper-based documents delivered to the shareholders are partof the documents that have been audited by Audit & Supervisory Board Members and the
Financial Auditor in preparing their Audit Reports.
(i) Notes to the Non-consolidated Financial Statements(ii) Notes to the Consolidated Financial Statements––––

When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception desk.
Please note that the staff at the venue will be dressed lightly (Cool Biz) on the day of the meeting.
Our officers and staff will have their health conditions fully managed and will continue to wear face masks when necessary.
If the items subject to measures for electronic provision require revisions, a notice of the revisions and the details of the items
before and after the revisions will be posted on the Bank’s website and the TSE website mentioned above on the Internet.

–2–

Reference Documents for the General Meeting of Shareholders
Company Proposals (Proposal No. 1 through Proposal No. 4)
Proposal No. 1 through Proposal No. 4 are proposed by the Bank.

Proposal No. 1 Appropriation of Surplus
The Bank proposes the appropriation of surplus as follows:
Matters concerning dividends of surplus (year-end dividends for the 119th fiscal year)
Regarding the dividends of surplus, the Bank has introduced a new shareholder return policy thatsets the basic principle of continuing stable dividends and aims to maintain a total payout ratio of 30%
or more, including the share buybacks. In addition, the Bank fully repaid public funds on May 14, 2024.
Therefore, in order to respond to the continued support of our shareholders, the Bank would like toincrease the year-end dividend for common stock by 10 yen per share as a commemorative dividend(only for this term), resulting in a total of 35 yen per share.
1.

Type of dividend property
To be paid in cash.

2.

Allotment of dividend property and their aggregate amount(1) ¥35 per common share
Total amount¥1,295,170,520(2) ¥27.68 per Class II preferred share
Total amount¥207,600,000
The total dividends on common shares and Class II preferred shares will be ¥1,502,770,520.
(Reference)● Class II preferred shares are issued at the price of ¥200 per share (*1), and the amount of thedividend per share for fiscal 2023 is the abovementioned ¥200 per share (*1) multiplied by theannual dividend rate of 1.384% (*2).

3.

*1

The Bank conducted a stock consolidation of one share for ten Class II preferred shares on October 1, 2017.
The price is therefore calculated assuming an issue price of ¥2,000 per share.

*2

The annual dividend rate used for fiscal 2023 is calculated by adding 1.15% to the Japanese yen TIBOR 12- month rate
(0.23364%) as of April 3, 2023.

Effective date of dividends of surplus
June 28, 2024

–3–

Proposal No. 2 Election of Eight Directors
The terms of office of all seven Directors will expire at the conclusion of this meeting.
Therefore, in order to further strengthen the management structure, the Bank proposes
the election of eight Directors, increasing the number within the limit prescribed in the
Articles of Incorporation.
The nomination of the eight Director candidates has been deliberated by the Nomination andRemuneration Committee, which is composed of Outside Directors and Directors with representative
authority, then evaluated by an external evaluation committee made up of external lawyers and so forth,before the Nomination and Remuneration Committee provided advice and proposals to the Board of
Directors. The external evaluation committee has provided an evaluation that the nomination of people
is appropriate.
The candidates for Director are as follows:
Candidate
No.

Name

1

Hiroshi Ebara

Reelection

2

Hiroyuki Sakurai

Reelection

3

Isao Kitazume

Reelection

4

Shinichiro Suzuki

Reelection

5

Susumu Okabe

New election

6

Takeshi Mizuguchi

7

Rikako Onishi

8

Akira Maruyama

Current position in the Bank

Representative Director,
President & Chief Executive Officer
Representative Director,
Vice President & Executive Officer
Director,
Senior Managing Executive Officer
Director,
Managing Executive Officer
Managing Executive Officer

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Director
Director-–4–

Candidate
No.

1

Name
(Date of birth)

Hiroshi Ebara(April 16, 1956)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1980

Joined the Bank

July 2007

Deputy General Manager of Secretarial
OfficeFebruary 2009

General Manager of Kawagoe Branch

June 2011

Executive Officer,
General Manager of Takasaki Branch

June 2013

Managing Executive Officer,
General Manager of Takasaki Branch

June 2014

Director,
Managing Executive Officer

June 2017

Director,
Senior Managing Executive Officer

June 2019

Director,
Vice President & Executive Officer

June 2020

Representative Director,
President & Chief Executive Officer(current position)

Reasons for nomination as a candidate for Director

Class andnumber of
Bank shares
ownedCommonshares23,700sharesHe has extensive operational experience in the integrated planning division, risk management
division, credit administration division, finance and accounting division, human resources division,and general affairs division, and he also has exceptional front line awareness, having served as
General Manager of the Takasaki Branch and Kawagoe Branch, giving him a thorough knowledgeof the overall banking operations. Furthermore, he served as Director from June 2014, Director andVice President from June 2019, and Representative Director and President from June 2020, and has
performed those duties and responsibilities appropriately. Judging that he can draw on thisexperience and knowledge to contribute to the Bank’s management, we have nominated him as a
candidate for Director.

–5–Candidate
No.

2

Name
(Date of birth)

Hiroyuki Sakurai(December 26, 1957)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1980

Joined the Bank

June 2007

Deputy General Manager of Integrated
Planning Department

June 2008

General Manager of Credit
Administration Department

October 2009

General Manager of Integrated Planning
Department

June 2011

Executive Officer,
General Manager of Integrated Planning
Department

June 2013

Managing Executive Officer,
General Manager of Tokyo Branch

June 2014

Director,
Managing Executive Officer

June 2017

Director,
Senior Managing Executive Officer

June 2020

Director,
Vice President & Executive Officer

September 2020

Representative Director,
Vice President & Executive Officer(current position)

Class andnumber of
Bank shares
ownedCommonshares
22,500sharesIn charge of:
Human Resources Department, General Affairs Department,
Compliance Management Department, Internal Audit
Department, Securities Business (Internal Management
Supervisor)

Reasons for nomination as a candidate for Director

He has extensive operational experience in the relationship banking promotion division, integrated
planning division, credit administration division, human resources division, general affairs division,
auditing division, and compliance division, and he also has exceptional frontline awareness, having
served as the General Manager of the Tokyo Branch, giving him thorough knowledge of the overallbanking operations. Furthermore, he served as Director from June 2014 and as Representative
Director and Vice President from September 2020, and has performed those duties andresponsibilities appropriately. Judging that he can draw on this experience and knowledge tocontribute to the Bank’s management, we have nominated him as a candidate for Director.

–6–

Candidate
No.

3

Name
(Date of birth)

Isao Kitazume(July 16, 1964)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1987

Joined the Bank

October 2008

General Manager of Kagohara Branch

April 2013

General Manager of Isesaki Branch

April 2016

Executive Officer,
General Manager of Isesaki Branch

June 2016

Executive Officer,
General Manager of RelationshipBanking Promotion Department

June 2019

Director,
Executive Officer,
General Manager of RelationshipBanking Promotion Department
General Manager of RelationshipBanking Strategy Department

June 2020

Director,
Senior Managing Executive Officer(current position)

Class andnumber of
Bank shares
ownedCommonshares13,600sharesIn charge of:Integrated Planning Department, Credit Administration
Department, Credit Management Department

Reasons for nomination as a candidate for Director

He has exceptional frontline awareness, having served as the General Manager of the Kagohara
Branch and Isesaki Branch, as well as extensive operational experience in the relationship banking
promotion division, integrated planning division, and credit administration division. Furthermore,
he served as Executive Officer from April 2016, Director from June 2019, and Director and Senior
Managing Executive Officer from June 2020, and has performed those duties and responsibilities
appropriately. Judging that he can draw on this experience and knowledge to contribute to the
Bank’s management, we have nominated him as a candidate for Director.

–7–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1985

Joined The Nippon Credit Bank, Ltd.
(currently Aozora Bank, Ltd.)

June 2017

Joined the Bank

June 2017

General Manager of International
Department

June 2018

Executive Officer,
General Manager of International
Department and Joint Co-General
Manager of Business Administration and
System Department

June 2020
4

Shinichiro Suzuki(April 22, 1962)

Director,
Managing Executive Officer(current position)

Class andnumber of
Bank shares
ownedCommonshares
10,600sharesIn charge of:Securities Investment Department, Business
Administration and System Department, Operation
Department, Consulting Department (deputy in charge)

Reasons for nomination as a candidate for Director

He has extensive operational experience in the relationship banking strategy division, international
division, asset management division, business administration and system division, and operation
division. Furthermore, he served as Executive Officer from June 2018 and as Director andManaging Executive Officer from June 2020, and has performed those duties and responsibilities
appropriately. Judging that he can draw on this experience and knowledge to contribute to the
Bank’s management, we have nominated him as a candidate for Director.

–8–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1985
October 2008
July 2014
February 2018
January 2020
June 2022

5*Susumu Okabe(November 15,
1962)

Joined the Bank
General Manager of Hasuda Branch
Deputy General Manager ofIntegrated Planning Department
General Manager of Integrated Planning
Department
Executive Officer, General Manager ofIntegrated Planning Department
Managing Executive Officer, General
Manager of Integrated Planning
Department, Director of Towa Bank
Economic Research Center (current
position)

Class andnumber of
Bank shares
ownedCommonshares13,400sharesIn charge of:General Manager of Integrated Planning Department,
General Manager of Towa Bank Economic ResearchInstitute (commissioned), General Affairs Department

Reasons for nomination as a candidate for Director

He has extensive operational experience in the integrated planning division and general affairs
division. Furthermore, he served as the General Manager of the Hasuda Branch and is well-versedin overall banking operations. He has also performed his duties and responsibilities appropriately
as Executive Officer from January 2020 and as Managing Executive Officer from June 2022.
Judging that he can draw on this experience and knowledge to contribute to the Bank’s
management, we have nominated him as a candidate for Director.

–9–Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1984

Joined Nichimen Corporation

October 1989

Joined Eiwa Audit Corporation

September 1990

Joined TAC CO., Ltd.

April 1997

Lecturer of Faculty of Economics,
Takasaki City University of Economics

April 2000

Associate Professor of Faculty of
Economics, Takasaki City University of
Economics
Ph.D. (Business Administration), Meiji
University
Professor of Faculty of Economics,
Takasaki City University of Economics
Vice President and Trustee of Takasaki
City University of Economics

October 2001
April 2008
April 2017
6

Takeshi Mizuguchi(January 14, 1962)

June 2019

Outside Director of the Bank (current
position)

April 2021

President of Takasaki City University of
Economics (current position)
Vice Chairman of Takasaki City
University of Economics(current position)

Class andnumber of
Bank shares
ownedCommonshares
4,600
sharesReasons for nomination as a candidate for outside Director and outline of expected roles

He has extensive experience and broad insight, having served as the President of the Takasaki City
University of Economics, as the Chairman of the Green Finance Study Group of the Ministry of
the Environment, as the Chairman of the Expert Panel on Sustainable Finance of the Financial
Services Agency, and as the Chairman of the Impact Consortium. The Bank deems that he canprovide suggestions and raise issues based on his specialized experience and knowledge andcontribute to enhancing the effectiveness of the decision-making function and supervisory functionof the Board of Directors, and that he can appropriately fulfill his role, and has nominated him as a
candidate for outside Director. He has never in the past been directly involved in the managementof a company, except as an outside director. However, the Bank judges he will appropriately fulfill
his duties as an outside Director based on the above reason.

– 10 –

Candidate
No.

7

Name
(Date of birth)

Rikako Onishi(June 16, 1974)

Career summary, position and responsibility in the Bank,and significant concurrent positions outside the Bank
April 1997

Joined The Long-Term Credit Bank ofJapan, Limited (currently SBI Shinsei
Bank, Limited)

October 2002

Representative Director of Kotora Co.,
Ltd. (current position)

March 2017

External Director of Bell-Park Co., Ltd.
(current position)

June 2019

Outside Director of the Bank (current
position)

December 2021

Outside Director of Keystone Partners
Co., Ltd. (current position)

April 2022

Outside Director (Audit and Supervisory
Committee Member) of Material Group
Inc. (current position)
Outside Director of Mercuria Holdings
Co., Ltd. (current position)

March 2023

Class andnumber of
Bank shares
ownedCommonshares
2,700
sharesReasons for nomination as a candidate for outside Director and outline of expected roles

She has extensive experience and broad insight in placement of professional human resources forfinancial institutions and consulting companies, human resource evaluations of the management ofbusiness companies, and hiring strategy from her operational experience at financial institutions
and as the manager at a professional human resources placement company. The Bank deems that
she can use this knowledge to provide suggestions and raise issues especially from a viewpoint as acorporate manager and contribute to enhancing the effectiveness of the decision making function
and supervisory function of the Board of Directors, and that she can appropriately fulfill her role,and has nominated her as a candidate for outside Director.

– 11 –

Candidate
No.

Class and
Career summary, position and responsibility in the Bank, and number ofName (Date of birth)
Bank sharessignificant concurrent positions outside the Bank
owned
December 2016

September 2023

8

*Akira Maruyama(December 26,
1985)

April 2024

Completed training at the Legal
Training and Research Institute ofJapan, the Supreme Court of Japan
Joined Maruyama Law OfficeSenior Partner (current position)
Completed the Executive MBA essence(Global) program at Institute for
Business and Finance, Waseda
University
Executive Member of Gunma Bar
Association (current position)–

Reasons for nomination as a candidate for outside Director and outline of expected roles

As a lawyer, he has high insight and specialized knowledge regarding legal affairs in general, andhe is widely active in corporate and financial legal matters with particular expertise. The Bank
deems that he can provide suggestions and raise issues using this specialized knowledge andcontribute to enhancing the effectiveness of the decision-making function and supervisory functionof the Board of Directors, and that he can appropriately fulfill his role. Therefore, the Bank has
nominated him as a candidate for outside Director. Although he has never been directly involved in
the management of a company, the Bank judges that he will appropriately fulfill his duties as an
outside Director based on the above reasons.

(Notes)1.
Asterisk(*) denotes a new candidate for Director.
2.
There is no special interest between any of the candidates and the Bank.
3.
Mr. Takeshi Mizuguchi, Ms. Rikako Onishi and Mr. Akira Maruyama are candidates for outside Directors.
At the conclusion of this meeting, tenures of Mr. Takeshi Mizuguchi and Ms. Rikako Onishi as outside Director of the Bank
will have been five years.
4.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Bank has entered into agreements with
Mr. Takeshi Mizuguchi and Ms. Rikako Onishi to limit their liability for damages under Article 423, paragraph (1) of thesame Act. If their elections are approved, the Bank plans to renew the respective agreements with each one of them. The
maximum amount of liability for damages under this agreement is the minimum liability amount provided for by Article
425, paragraph (1) of the same Act. If the election of Mr. Akira Maruyama is approved, the Bank plans to enter into theabove-mentioned agreement with him.
5.
The Bank has entered into a directors and officers liability insurance (“D&O insurance”) policy as provided for in Article
430-3, paragraph (1) of the Companies Act with an insurance company, thereby covering losses and costs incurred byinsureds including Directors of the Bank in cases where they are liable for damages arising from their performance of
duties (unless a coverage exclusion in the insurance policy is applied). If the candidates are elected and appointed as
Directors, they will become insureds in the policy. Furthermore, the Bank plans to renew the policy at the time of the next
renewal based on a resolution at the Board of Directors.
6.
The Bank has submitted notification to the Tokyo Stock Exchange that Mr. Takeshi Mizuguchi and Ms. Rikako Onishi
have been designated as independent officers as provided for by the aforementioned exchange. If the election of Mr. Akira
Maruyama is approved, the Bank plans to designate him as an independent officer as provided for by the aforementioned
exchange.

– 12 –

Proposal No. 3 Election of Three Audit & Supervisory Board Members
At the conclusion of this meeting, the terms of office of Audit & Supervisory Board Members Kiyomi
Osawa, Masami Hashimoto, and Junko Saito will expire. As such, the Bank is requesting the election of
three Audit & Supervisory Board Members.
We have received the evaluation results from the external evaluation committee stating that thenomination of the candidates for Audit & Supervisory Board Member is appropriate. Furthermore, theconsent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:

Candidate
No.

Name(Date of birth)

Career summary, position in the Bank, and significant
concurrent positions outside the Bank
April 1979
October 2001
July 2008
October 2010
January 2017

1

Masami Hashimoto(February 15,
1957)

January 2019
June 2019
June 2021

Class andnumber ofBanksharesowned

Joined the Bank
General Manager of Tatebayashi Station
BranchDeputy General Manager of Finance andAccounting Department
General Manager of Finance andAccounting Department
Executive Officer, General Manager ofFinance and Accounting Department
Managing Executive Officer, General
Manager of Finance and Accounting
Department
Managing Executive Officer
Full-time Audit & Supervisory Board
Member (current position)

Reasons for nomination as a candidate for Audit & Supervisory Board Member

Commonshares36,138sharesHe has extensive operational experience in the audit division, compliance management division,credit assessment division, and finance and accounting division, giving him a thoroughknowledge of the overall banking operations. Based on his experience and knowledge, the Bank
judges that he can express objective opinions from a neutral standpoint and appropriately execute
his duties as an Audit & Supervisory Board Member, and has nominated him as a candidate for
Audit & Supervisory Board Member.

– 13 –

Candidate
No.

Name
(Date of birth)

Career summary, position in the Bank, and significant
concurrent positions outside the Bank
April 1987
June 2013
June 2016
June 2018
June 20192

Joined the Bank
General Manager of Higashidaira Branch
General Manager of Tsuruse Branch
Deputy General Manager of Internal Audit
Department
General Manager of Internal Audit
Department (current position)

Class andnumber of
Bank shares
ownedCommonshares
3,600
shares*Nobuyuki
Sakurada(July 17, 1963)

Reasons for nomination as a candidate for Audit & Supervisory Board Member

He has extensive operational experience in the credit assessment division, credit assessment
management division and audit division. Furthermore, he also has exceptional frontline awareness,having served as the General Manager of Higashidaira Branch and Tsuruse Branch, giving him athorough knowledge of the overall banking operations. Based on his experience and knowledge,
the Bank judges that he can express objective opinions from a neutral standpoint and appropriately
execute his duties as an Audit & Supervisory Board Member, and has nominated him as a
candidate for Audit & Supervisory Board Member.

– 14 –

Candidate
No.

Name
(Date of birth)

Career summary, position in the Bank, and significant
concurrent positions outside the Bank
April 1972
July 2007
July 2009
July 2011

July 2012

3
Junko Saito(May 18, 1953)

July 2014
August 2014
June 2022

Hired as Tax Office public servant
Deputy District Director of Ageo Tax
OfficeInternal Inspector, Kanto Shinetsu Regional
Taxation Bureau, Commissioner’s
Secretariat of the National Tax Agency
Chief Tax Counselor, Tax Counsel Office,Management and Co-ordination
Department of Kanto Shinetsu Regional
Taxation Bureau
District Director of Isesaki Tax Office
Retired at mandatory age
Registered as a certified tax accountant
Representative of Junko Saito Tax
Accountant Office (current position)
Outside Audit & Supervisory Committee
Member of the Bank (current position)

Class andnumber of
Bank shares
ownedCommonshares
1,700
sharesReasons for nomination as a candidate for outside Audit & Supervisory Board Member

She has served in important positions at the National Tax Agency and has extensive experience andbroad insight. Furthermore, she has thorough knowledge of corporate accounting practices as acertified tax accountant, and so that she can use this experience and insight in auditing the Bank’s
management, the Bank has nominated her as a candidate for outside Audit & Supervisory
Board Member. She has never in the past been directly involved in the management of a company,
except as an outside director. However, the Bank judges that she will appropriately fulfill her
duties as an outside Audit & Supervisory Board Member based on the above reasons.
(Notes)1.
Asterisk(*) denotes a new candidate for Audit & Supervisory Board Member
2.
There is no special interest between any of the candidates and the Bank.
3.
Ms. Junko Saito is a candidate for outside Audit & Supervisory Board Member.
4.
At the conclusion of this meeting, Ms. Junko Saito’s tenure as Audit & Supervisory Board Member of the Bank will havebeen two years from the conclusion of this meeting.
5.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Bank has entered into an agreementwith Ms. Junko Saito to limit her liability for damages under Article 423, paragraph (1) of the same Act. If her election isapproved, the Bank plans to continue the agreement with her. The maximum amount of liability for damages under thisagreement is the minimum liability amount provided for by Article 425, paragraph (1) of the same Act.
6.
The Bank has entered into a directors and officers liability insurance (“D&O insurance”) policy as provided for in Article
430-3, paragraph (1) of the Companies Act with an insurance company, thereby covering losses and costs incurred byinsureds including Audit & Supervisory Board Members of the Bank in cases where they are liable for damages arisingfrom their performance of duties (unless a coverage exclusion in the insurance policy is applied). If the candidates areelected and appointed as Audit & Supervisory Board Members, they will become insureds in the policy. Furthermore, theBank plans to renew the policy at the time of the next renewal based on a resolution at the Board of Directors.
7.
The Bank has submitted notification to the Tokyo Stock Exchange that Ms. Junko Saito has been designated as anindependent officer as provided for by the aforementioned exchange.

– 15 –

(Reference)
Skills matrix of Directors and Audit & Supervisory Board Members (if the candidates are elected at
this General Meeting of Shareholders)Experience and expertise

Corporate
manageLegal
ment andaffairs andmanagecompliancementstrategy

Name

Corporatecreditadministration and Market
manage- operations
ment
improvement

Human
resources,
generalaffairs,andhuman
resource
development

Risk
management

Financeandaccounting

Sales

●

●

●

●
●

Director
Audit & Supervisory Board
MemberHiroshi
Ebara

●

●

●

Hiroyuki
Sakurai

●

●

●

●

●

Isao
Kitazume

●

●

●

●

Shinichiro
Suzuki●

SusumuOkabe●

Takeshi
Outside Independent
Mizuguchi●

RikakoOnishi

Outside Independent

●

Akira
Outside Independent
Maruyama●●●

Masami
Hashimoto●●●Nobuyuki
Sakurada

●

●

●

●
●
●

●

●
●

●
●

●
●

●

●
●

●
●

●
●

●

Shinichi
Kato

Outside Independent

●

●

●

●

Junko
Saito

Outside Independent

●

●

●

●

* The above list does not show all the experience or expertise possessed by Directors or Audit & Supervisory Board
Members.

– 16 –

ESG andsustainability●●●

IT anddigital●Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member
To prepare for cases in which the number of Audit & Supervisory Board Members (including outside
Audit & Supervisory Board Members) falls short of the number prescribed by laws and regulations,based on Article 329, paragraph (3) of the Companies Act, the Bank is requesting the election of one
substitute Audit & Supervisory Board Member.
We have received the evaluation results from the external evaluation committee stating that thenomination of the candidate for substitute Audit & Supervisory Board Member is appropriate.
Furthermore, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Shu Hamba(August 21, 1965)

Career summary, position in the Bank, and significant
concurrent positions outside the Bank
April 1993

Registered with Dai-ichi Tokyo Bar Association

April 1993

Joined Iwata Godo

February 2004

Registered as an attorney-at-law admitted in New
York, United States of America

March 2010

Outside Auditor of Caterpillar Japan Ltd.

June 2010

Outside Director of SMBC Servicer Co., Ltd.

August 2010

Joined Shimada Hamba & Osajima (current position)

March 2012

Outside Director of Shoei Co., Ltd.

June 2012

Substitute Audit & Supervisory Board Member ofthe Bank (current position)

Class andnumber of
Bank shares
owned

–

Reasons for nomination as a candidate for substitute outside Audit & Supervisory Board Member

He has extensive experience and broad insight in the legal field as an attorney. So that he can use thisexperience and insight in auditing the Bank’s management, the Bank has nominated him as a candidate for
substitute outside Audit & Supervisory Board Member. He has never in the past been directly involved in the
management of a company, except as an outside director. However, the Bank judges that he will appropriately
fulfill his duties as an outside Director based on the above reasons.
(Notes)1. There is no special interest between the candidate and the Bank.
2. Mr. Shu Hamba is a candidate for substitute outside Audit & Supervisory Board Member.
3. If Mr. Shu Hamba assumes the office of Audit & Supervisory Board Member, pursuant to the provisions ofArticle 427, paragraph (1) of the Companies Act, the Bank plans to enter into an agreement with him to limit
his liability for damages under Article 423, paragraph (1) of the same Act.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided
for by Article 425, paragraph (1) of the same Act.
4. The Bank has entered into a directors and officers liability insurance (“D&O insurance”) policy as provided forin Article 430-3, paragraph (1) of the Companies Act with an insurance company, thereby covering losses andcosts incurred by insureds including Audit & Supervisory Board Members of the Bank in cases where they are
liable for damages arising from their performance of duties (unless a coverage exclusion in the insurance policy
is applied). If Mr. Shu Hamba assumes the office of Audit & Supervisory Board Member, he will be included
as an insured in the policy.
5. If Mr. Shu Hamba assumes the office of Audit & Supervisory Board Member, the Bank plans to submit
notification to the Tokyo Stock Exchange concerning his designation as an independent officer as provided forby the aforementioned exchange.

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Shareholder Proposals (Proposal No. 5 through Proposal No. 7)
Proposal No. 5 through 7 are proposed by a shareholder. The number of voting rights held by the
proposing shareholder (one shareholder) is 333.
The proposal details and reason for proposal for each proposal below are the original text as submitted
by the proposing shareholder, except for formalistic revisions or the correction of obvious factual errors.
The Bank’s Board of Directors opposes all the shareholder proposals.

Proposal No. 5 Amendment to the Articles of Incorporation regarding theAppropriation of Surplus
Proposal details
Renumber the current Article 40 of the Articles of Incorporation as Article 40, paragraph 1, and insert a
new paragraph 2 thereafter as worded below. Also, make this amendment to the Articles of Incorporation
effective upon approval of Proposal No. 5 by this meeting.
(Article 40, paragraph 2)
For each fiscal year, the Bank shall aim to pay the year-end dividends within an amount equal to or
greater than 2% of net assets, not exceeding the distributable amount and using other retained earnings
as the resource; provided, however, that this does not apply to cases where there is a clear andreasonable need for the Bank to have to pay shareholders an amount less than required herein andwhere the Bank provides an appropriate explanation of the reasonable need.
Reason for proposal
Whereas the Bank is a sound financial institution that primarily operates in the northern Kanto region, an
area neighboring Tokyo, its price-to-book ratio (PBR) is low at 0.24 (as of April 5, 2024; the TSE Prime
Market average being 1.44).
This is partly attributable to the Bank’s unstable distribution of dividends that has resulted from reducing
its dividend per share from ¥40 (for fiscal 2019) to ¥25 (the amount that was paid for fiscal 2021 andfiscal 2022, and the amount forecasted for fiscal 2023) due to weak earnings amid the COVID-19
pandemic.
Fundamentally, banking businesses deliver stable earnings although affected by monetary policy andeconomic trends, and are thus suitable to adopt the policy of distributing consistent dividends based on
net assets. The proposed dividend on equity (DOE) of 2%, which would be equal to a dividend payout
ratio of 33.3% if assuming the return on equity (ROE) of 6%, is deemed appropriate even compared toother banks. Given that the Bank’s inconsistent distribution of dividends is considered a cause for its low
share price, I submit this proposal for the reason that the introduction of DOE based on shareholders’equity is expected to bring consistency to shareholder returns and thereby result in a stable shareholder
composition over the long term.

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Board of Directors’ opinion on Proposal No. 5
The Bank’s Board of Directors opposes Proposal No. 5 for the reasons stated below.
As a regional financial institution, the Bank believes that what it should do is to perform the financial
intermediary function for local customers and thereby contribute to the invigoration and advancement of
the regional economy. With regard to shareholder returns, therefore, bearing in mind its mission to society
as a regional financial institution, the Bank has continued to distribute consistent dividends toshareholders premised on its effort to maintain sound management and increase retained earnings, inorder to meet the trust of local customers.
In the recent formulation of a new medium-term management plan, the Bank’s Board of Directors
resolved to adopt a dividend policy where it aims to maintain a total payout ratio of 30% or more basedon the ongoing consistent distribution of dividends. In accordance with this policy and in light of its
financial results forecast and the business environment going forward, the Bank plans to distribute anannual dividend of ¥30 per share for the year ending March 31, 2025, a ¥5 increase from the ¥25 paid forthe year ended March 31, 2023.
With respect to the proposed amendment to the Articles of Incorporation, the Bank is of the opinion that,as the Articles of Incorporation are supposed to stipulate fundamental matters on corporate organizations
and operations, it is not appropriate to stipulate specific, isolated matters therein because that would harm
the agility and flexibility of business execution.
For these reasons, the Bank considers it best to implement its shareholder return measures in accordancewith the aforementioned dividend policy, based not on the Articles of Incorporation but on the Board of
Directors resolutions.
Therefore, the Bank’s Board of Directors opposes Proposal No. 5.

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Proposal No. 6 Amendment to the Articles of Incorporation regarding Share
Buybacks
Proposal details
Renumber the current Article 7 of the Articles of Incorporation as Article 7, paragraph 1, and insert a
new paragraph 2 thereafter as worded below. Also, make this amendment to the Articles of Incorporation
effective upon approval of Proposal No. 6 by this meeting.
(Article 7, paragraph 2)
For each fiscal year, the Board of Directors shall buy back the Bank’s own shares, with the totalacquisition value equal to or greater than 1% of shareholders’ equity as of the end of that fiscal year
but not in excess of the distributable amount, until the Bank’s share price reaches the level where its
price-to-book ratio is 1.
Reason for proposal
Share prices are driven to some extent by the macroeconomic environment and stock market trends, andhence not necessarily linked to each company’s earnings and financial position. Nevertheless, if acompany conducts a share buyback when the share price is low, that will not only improve profitability
but also increase the company’s value because management’s attitude that shows the intention of notleaving the share price low reassures the shareholders.
For the nine months ended December 31, 2023, where the regional economy began regaining momentum
thanks in part to the containment of the COVID-19 pandemic and rising wages, the Bank’s ordinary profit
amounted to ¥3,565 million, already well exceeding the full-year forecast of ¥2,500 million. Furthermore,
as Japan’s central bank ended its negative interest rate policy, the Bank’s net interest margin is likely to
improve going forward. In spite of the Bank’s earnings being on the path to recovery as indicated above,
though, its share price remains low. This suggests the anxiety of shareholders about the attitude ofmanagement that has not strived to repay public funds or conducted a share buyback, thereby leaving theshare price low. To eliminate this anxiety and regain the trust of shareholders, I request that the Bank
continue to conduct share buybacks until the share price exceeds the level where its PBR is 1.

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Board of Directors’ opinion on Proposal No. 6
The Bank’s Board of Directors opposes Proposal No. 6 for the reasons stated below.
As a regional financial institution, the Bank believes that what it should do is to perform the financial
intermediary function for local customers and thereby contribute to the invigoration and advancement of
the regional economy. With regard to shareholder returns, therefore, bearing in mind its mission to society
as a regional financial institution, the Bank has continued to distribute consistent dividends toshareholders premised on its effort to maintain sound management and increase retained earnings, inorder to meet the trust of local customers.
In the recent formulation of a new medium-term management plan, the Bank’s Board of Directors
resolved to adopt a dividend policy where it aims to maintain a total payout ratio of 30% or more basedon the ongoing consistent distribution of dividends. With regard to share buybacks, the Bank intends toconsider them in a flexible manner, from the perspective of raising capital efficiency as well. However,given that what it should do is to ensure a solid management foundation over the long term throughappropriate capital allocation and fully perform its financial intermediary function for local customers,
the Bank considers it best to examine and implement share buybacks in accordance with theaforementioned dividend policy and as part of its shareholder return measures that include annual
dividends.
With respect to the proposed amendment to the Articles of Incorporation, the Bank is of the opinion that,as the Articles of Incorporation are supposed to stipulate fundamental matters on corporate organizations
and operations, it is not appropriate to stipulate specific, isolated matters therein because that would harm
the agility and flexibility of business execution.
For these reasons, the Bank considers it best to implement its shareholder return measures in accordancewith the aforementioned dividend policy, based not on the Articles of Incorporation but on the Board of
Directors resolutions.
Therefore, the Bank’s Board of Directors opposes Proposal No. 6.

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Proposal No. 7 Amendment to the Articles of Incorporation regarding the
Publication of Materials Explaining Financial Results
Proposal details
Add to the Articles of Incorporation a new stipulation as worded below. Also, make this amendment to
the Articles of Incorporation effective upon approval of Proposal No. 7 by this meeting.
(Chapter VII: Other)
Article 43. (Publication of Materials Explaining Financial Results)
For each quarter, the Bank shall publish materials explaining its financial results that contain thefollowing information:(1) Measures to improve ordinary income and progress thereon;(2) Digital strategy and progress thereon;(3) Cost-reduction measures and progress thereon;(4) Capital policy and progress thereon (including the path to the repayment of public funds);(5) Medium-term management plan and progress thereon; and(6) Basic policy for the enhancement of corporate value and measures to achieve it (including
shareholder return measures).
Reason for proposal
Whereas Japan’s central bank ended its negative interest rate policy, the environment in which regionalbanks operate remains severe due mainly to the falling birthrate and aging population and to competition
with online-only banks. In this circumstance, management is required to navigate the Bank with strong
determination by formulating and disclosing a medium-term management plan that includes strategies on
digital transformation, lending, investment, cost reduction, capital structure, and shareholder returns,
among other issues.
Given that the present outstanding balance of public funds in the Bank stands at ¥15.0 billion, making
early repayment is expected to allow for the agile management of the Bank moving forward. Its retained
earnings (more than ¥71.8 billion as of December 31, 2023), the repayment resource, exceed the level forthe recent fiscal year (ended March 31, 2018, at more than ¥68.3 billion) in which the Bank made a ¥20.0
billion repayment of public funds in May 2018. Nonetheless, the outstanding balance of public funds has
not been repaid. To resolve the situation in which inadequate explanations of management strategy cause
shareholders’ anxiety and are partly responsible for the low share price, I request that the Bank formulate
and disclose a detailed medium-term management plan and explain progress thereon in an intelligible
manner in materials explaining financial results.

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Board of Directors’ opinion on Proposal No. 7
The Bank’s Board of Directors opposes Proposal No. 7 for the reasons stated below.
Since the government’s capital participation with public funds, the Bank has formulated management
improvement plans and proactively supported local customers while disclosing progress on these efforts.
Now that the Bank has fully repaid public funds, it has formulated a new medium-term management plan
centered around the Bank’s purpose, setting both financial and nonfinancial key performance indicators(KPIs) to enhance its corporate value further.
Going forward, while continuing to disclose its financial statements, including earnings, expenses, andother items, in an appropriate manner in compliance with accounting rules, the Bank intends to properly
disclose progress on the financial and nonfinancial KPIs set in the medium-term management plan andother matters through such means as proactive investor relations activities and integrated reports in
keeping with the purpose of the disclosure system.
With respect to the proposed stipulation in the Articles of Incorporation pertaining to details of
information to be disclosed, the Bank is of the opinion that such stipulation would disturb the agile
management of disclosure and investor relations activities, and thus the amendment to the Articles ofIncorporation is not needed.
Therefore, the Bank’s Board of Directors opposes Proposal No. 7.

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