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 3, 2020
To our shareholders:
Takao Suzuki
Director and President
THE DAITO BANK, LTD.
19-1, Nakamachi, Koriyama City, Fukushima

NOTICE OF CONVOCATION OF THE 115TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 115th 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 (COVID-19), in order to ensure the safety of shareholders andto prevent the spread of infection, we ask that you exercise your voting rights in writing in advance to the extent
possible, and that you take measures such as wearing 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 andprevent 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, please review the Reference Documents for the General Meeting of
Shareholders (described hereinafter), indicate your vote for or against each proposal on the enclosed Voting Rights
Exercise Form, and return it so that it arrives by 5:00 p.m. Thursday, June 25, 2020 (JST).
1. Date and Time: Friday, June 26, 2020, 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 115th Fiscal Year (from
April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 115th Fiscal Year (from April 1, 2019 to March 31, 2020)
and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of
Corporate Auditors
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Four (4) 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 Remuneration Amount for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal No. 6:
Determination of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members- 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.
- 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 15 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 Corporate Auditors in preparing theiraudit 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 115th 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 380,182,770 yen
3. Effective date of distribution of surplus
June 29, 2020-3-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) The Bank will make a transition to a company with audit and supervisory committee prescribed under the
Act Partially Amending the Companies Act (Act No. 90 of 2015) in order to establish a governance systemthat will enable prompt and flexible decisions on important management matters and to achieve thestreamlining of governance while maintaining and strengthening supervision and checking functions. In
conjunction with the transition, the Bank shall make the necessary amendments to the Bank’s Articles ofIncorporation, including the establishment of provisions for the Audit and Supervisory Committee and the
Audit and Supervisory Committee Members, and the deletion of provisions for the Board of Corporate
Auditors and the Corporate Auditors.
(2) The Bank shall establish a new provision that allows important business execution decisions to be delegatedto Directors in order to enable prompt decision-making and flexible business execution.
(3) The Board of Directors shall be chaired by the Director and President, who is familiar with a wide range
of internal operations and executive situations, in order to ensure efficient and effective quality discussions.
(4) In order to ensure that Directors who are not executive Directors can fully perform their expected roles,
Article 25 (Limited Liability Agreement With Outside Directors) of the current Articles of Incorporation
shall be partially amended to become Article 32 (Exemption of Directors From Liability) so that limited
liability agreements can also be entered with Directors who are not executive Directors. The consent of all
Corporate Auditors has been obtained for this amendment.
(5) Necessary amendments shall be made to establish a new provision on rights regarding shares less than one
unit.
(6) Necessary amendments shall be made to establish a new provision on the recording and storage of theminutes of the General Meeting of Shareholders.
(7) Other necessary amendments shall be made, including adjustments in article numbers, in line with theamendments stated above.
2. Details of the amendments
Details of the amendments are as follows.
This proposal shall take effect at the conclusion of this Annual General Meeting of Shareholders.

Current Articles of Incorporation
Chapter 1
General Provisions
Article 1-Article 2 (Omitted)(Location of the Head Office)
Article 3
The head office of the Bank shall be located at Koriyama City.
(Organs)
Article 4
The Bank shall have, in addition to the general meeting ofshareholders and Directors, the following organs:
1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Accounting Auditor(Method of Public Notice)
Article 5
The method of public notices of the Bank shall be electronic
public notices; provided, however, that if the Bank is unable togive an electronic public notice because of an accident or any
other unavoidable reason, public notices of the Bank may be
given in the Fukushima Minpo and The Fukushima Minyu
Shimbun published in Fukushima City.

(Underlined portions indicate amendments.)
Proposed Amendments
Chapter 1
General Provisions
Article 1-Article 2 (Unchanged)(Location of the Head Office)
Article 3
The head office of the Bank shall be located at Koriyama City.
(Change in Japanese only; English unchanged)(Organs)
Article 4
The Bank shall have, in addition to the general meeting ofshareholders and Directors, the following organs:
1. Board of Directors
2. Audit and Supervisory Committee(Deleted)
3. Accounting Auditor(Method of Public Notice)
Article 5
The method of public notices of the Bank shall be electronic
public notices; provided, however, that if the Bank is unable togive an electronic public notice because of an accident or any
other unavoidable reason, public notices of the Bank may be
given in the Fukushima Minpo and The Fukushima Minyu
Shimbun published in Fukushima City. (Change in Japanese
only; English unchanged)-4-Current Articles of Incorporation
Chapter 2
Shares
Article 6-Article 8 (Omitted)(Newly established)

Article 9 (Omitted)(Share Handling Regulations)
Article 10
The procedures for the exercising of shareholder rights andother handling of the Bank’s shares and the fees therefor shallbe governed by the Share Handling Regulations established by
the Board of Directors, in addition to applicable laws andregulations and these Articles of Incorporation.

(Shareholder Register Administrator)
Article 11(1) The Bank shall have a shareholder register administrator.
(2) The shareholder register administrator and the place ofbusiness thereof shall be designated by resolution of theBoard of Directors and public notice thereof shall begiven.
(3) (Omitted)
Article 12 (Omitted)

Proposed Amendments
Chapter 2
Shares
Article 6-Article 8 (Unchanged)(Rights Regarding Shares Less Than One Unit)
Article 9
A shareholder of the Bank may not exercise any rights otherthan the rights listed below with regard to shares less than one
unit held by the shareholder:
1. Rights set forth in items of Article 189, paragraph (2) of theCompanies Act;
2. Right to make a demand pursuant to the provisions ofArticle 166, paragraph (1) of the Companies Act;
3. Right to receive an allotment of offered shares and offeredshare acquisition rights in proportion to the number ofshares held by the shareholder; and4. The right to make a demand as provided for in thefollowing Article.
Article 10 (Unchanged)(Share Handling Regulations)
Article 11
The procedures for the exercising of shareholder rights andother handling of the Bank’s shares and the fees therefor shallbe governed by the Share Handling Regulations established by
the Board of Directors or by the decision of Directors delegatedby resolution of the Board of Directors, in addition toapplicable laws and regulations and the Articles ofIncorporation.
(Shareholder Register Administrator)
Article 12(1) The Bank shall have a shareholder register administrator.
(2) The shareholder register administrator and the place ofbusiness thereof shall be designated by resolution of theBoard of Directors or by the decision of Directors
delegated by resolution of the Board of Directors andpublic notice thereof shall be given.
(3) (Unchanged)
Article 13 (Unchanged)
Chapter 3
General Meeting of Shareholders
Article 14 (Unchanged)(Deleted)

Chapter 3
General Meeting of Shareholders
Article 13 (Omitted)(Chairmanship of General Meeting of Shareholders)
Article 14
The Director and President shall chair the general meetings ofshareholders. In cases where the Director and President isprevented from so acting, another Director who is designated inaccordance with an order of priority determined in advance by
resolution of the Board of Directors shall chair the meeting.
(Newly established)(Convener and Chairmanship of General Meeting of
Shareholders)
Article 15(1) The Director and President shall convene general meetingsof shareholders and chair the meetings.
(2) In cases where the Director and President is prevented
from so acting, another Director who is designated inaccordance with an order of priority determined inadvance by resolution of the Board of Directors shallconvene a general meeting of shareholders and chair the
meeting.

-5-Current Articles of Incorporation
Article 15-Article 17 (Omitted)(Newly established)

Chapter 4
Directors and Board of Directors(Number of Directors)
Article 18
The Bank shall have not more than eighteen (18) Directors.
(Newly established)(Election)
Article 19(1) Directors of the Bank shall be elected by resolution of ageneral meeting of shareholders.

(2) Elections applicable to the previous paragraph shallrequire attendance of shareholders holding at least onethird of the voting rights of the shareholders entitled toexercise their votes at such meetings.
(Newly established)(Terms of Office of Directors)
Article 20
The term of office of a Director shall expire at the conclusionof the annual general meeting of shareholders for the lastbusiness year out of the business years terminating within one(1) year after the election of the Director.

(Newly established)(Newly established)(Newly established)

Proposed Amendments
Article 16-Article 18 (Unchanged)(Minutes of General Meeting of Shareholders)
Article 19
The outline of proceedings, results of general meeting ofshareholders and other items required by laws and regulations
shall be recorded in the minutes and shall be stored at the Bank.
Chapter 4
Directors, the Board of Directors and the Audit and Supervisory
Committee(Number of Directors)
Article 20(1) The Bank shall have not more than seven (7) Directors(excluding Audit and Supervisory Committee Members).
(2) The Bank shall have not more than five (5) Directors who
are Audit and Supervisory Committee Members.
(Election)
Article 21(1) Directors of the Bank shall be elected by resolution of ageneral meeting of shareholders, while making a
distinction between Directors who are Audit andSupervisory Committee Members and other Directors.
(2) Resolutions for the election of Directors shall be made bya majority of the votes of the shareholders present at themeeting where the shareholders holding at least one-thirdof the voting rights of the shareholders entitled to exercise
their votes at such meetings are present.
(3) Resolutions for the election of Directors shall not be
conducted by cumulative voting.
(Term of Office)
Article 22(1) The term of office of a Director (excluding an Audit andSupervisory Committee Member) shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within one (1) year after the election of the
Director.
(2) The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two (2) years after the election of the
Director who is an Audit and Supervisory Committee
Member.
(3) The term of office of a Director who is an Audit andSupervisory Committee Member and elected as thesubstitute for an Director who was an Audit andSupervisory Committee Member and retired from office
before the expiration of the term of office shall continue
until the time the term of office of the Director who wasan Audit and Supervisory Committee Member and retired
from office is to expire.
(4) The effective term of the resolution for election of a
substitute Director who is an Audit and Supervisory
Committee Member under Article 329, paragraph (3) ofthe Companies Act shall expire at the beginning of theannual general meeting of shareholders for the lastbusiness year out of the business years terminating within
two (2) years after the election of the substitute Director
who is an Audit and Supervisory Committee Member
unless shortened by said resolution.

-6-

Current Articles of Incorporation
Proposed Amendments(Board of Directors)(Deleted)
Article 21(1) The Bank’s Directors shall constitute the Board of
Directors.
(2) Matters concerning the Board of Directors shall begoverned by the Regulations of the Board of Directors
established by the Board of Directors, in addition to theprovisions of the Articles of Incorporation.
(Convocation of Meetings of the Board of Directors)(Deleted)
Article 22(1) The Director and Chairman shall convene meetings of theBoard of Directors and chair the meetings. In cases where
the post of the Director and Chairman is vacant, or the
Director and Chairman is prevented from so acting, theDirector and President shall convene a meeting of theBoard of Directors and chair the meeting. In such cases, if
the Director and President is prevented from so acting,another Director who is designated in accordance with anorder of priority determined in advance by resolution of
the Board of Directors shall convene a meeting of theBoard of Directors and chair the meeting.
(2) When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director and each
Corporate Auditor at least three (3) days before the day ofthe meeting; provided, however, that this period may be
reduced in case of urgent needs.
(3) With the consent of all Directors and Corporate Auditors,
a meeting of the Board of Directors may be held without
following the convening procedures.
(Representative Directors and Directors With Special Titles)(Representative Directors and Directors With Special Titles)
Article 23
Article 23(1) (Omitted)(1) (Unchanged)(2) (Omitted)(2) (Unchanged)(3) The Director and President shall execute resolutions of the(Deleted)
Board of Directors and control operations.
(4) The Director and Vice President, Senior Managing(Deleted)
Director and Managing Director shall assist the Director
and President and allocate operations among them.
(5) In cases where the Director and President is prevented(Deleted)from so acting, Director and Vice President, Senior
Managing Director or Managing Director shall so act andexecute the duties of the Director and President inaccordance with an order of priority determined inadvance by resolution of the Board of Directors.
(Newly established)(Convener and Chairmanship of Meeting of the Board of
Directors)
Article 24(1) Unless otherwise provided for by laws and regulations, theDirector and President shall convene meetings of theBoard of Directors and chair the meetings.
(2) In cases where the Director and President is prevented
from so acting, another Director who is designated inaccordance with an order of priority determined inadvance by resolution of the Board of Directors shallconvene a meeting of the Board of Directors and chair the
meeting.

-7-

Current Articles of Incorporation(Newly established)(Newly established)(Omission of Resolutions of the Board of Directors)
Article 24 (Omitted)(Newly established)(Newly established)(Newly established)(Newly established)

Proposed Amendments(Notice of Meeting of the Board of Directors)
Article 25(1) When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director at least three(3) days before the day of the meeting; provided, however,that this period may be reduced in case of urgent needs.
(2) With the consent of all Directors, a meeting of the Boardof Directors may be held without following the convening
procedures.
(Notice of Meeting of the Audit and Supervisory Committee)
Article 26(1) When convening a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Audit andSupervisory Committee Member at least three (3) days
before the day of the meeting; provided, however, that thisperiod may be reduced in case of urgent needs.
(2) With the consent of all Audit and Supervisory Committee
Members, a meeting of the Audit and Supervisory
Committee may be held without following the convening
procedures.
(Omission of Resolutions of the Board of Directors)
Article 27 (Unchanged)(Delegation of Decision Regarding Execution of Operations to
Directors)
Article 28
The Bank may, pursuant to the provisions of Article 399-13,
paragraph (6) of the Companies Act, delegate all or part of adecision regarding execution of important operations(excluding matters set forth in each item of Article 399-13,
paragraph (5) of the Companies Act) to Directors by resolutionof the Board of Directors.
(Regulations of the Board of Directors)
Article 29
Matters concerning the Board of Directors shall be governed by
the Regulations of the Board of Directors established by the
Board of Directors, in addition to applicable laws andregulations and the Articles of Incorporation.
(Regulations of the Audit and Supervisory Committee)
Article 30
Matters concerning the Audit and Supervisory Committee shallbe governed by the Regulations of the Audit and Supervisory
Committee established by the Audit and Supervisory
Committee, in addition to applicable laws and regulations andthe Articles of Incorporation.
(Remuneration, Etc.)
Article 31
Remuneration, bonuses and other economic benefits given by
the Bank in consideration for the execution of duties to
Directors shall be determined by resolution of a general
meeting of shareholders, while making a distinction between
Directors who are Audit and Supervisory Committee Members
and other Directors.

-8-Current Articles of Incorporation(Limited Liability Agreement With Outside Directors)
Article 25
Pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, the Bank may enter into an agreement with an
Outside Director limiting his/her liability for damages arisingfrom neglecting his/her duties; provided, however, that the
maximum liability for damages under such agreement shall beeither an amount specified in advance that is not less than 1
million yen, or an amount as prescribed by laws andregulations, whichever is higher.
Chapter 5
Corporate Auditors and the Board of Corporate Auditors(Number of Corporate Auditors)
Article 26
The Bank shall have not more than five (5) Corporate Auditors.
(Election)
Article 27(1) Corporate Auditors of the Bank shall be elected byresolution of a general meeting of shareholders.
(2) Elections applicable to the previous paragraph shallrequire attendance of shareholders holding at least onethird of the voting rights of the shareholders entitled toexercise their votes at such meetings.
(Terms of Office of Corporate Auditors)
Article 28
The term of office of a Corporate Auditor shall expire at theconclusion of the annual general meeting of shareholders forthe last business year out of the business years terminating
within four (4) years after the election of the Corporate
Auditor; provided, however, that the term of office of a
Corporate Auditor who is elected as the substitute for a
Corporate Auditor who retired from office before the expirationof the term of office shall continue until the expiration of theterm of office of the retired Corporate Auditor.
(Full-Time Corporate Auditors)
Article 29
The Board of Corporate Auditors shall appoint full-time
Corporate Auditor(s) by its resolution.
(Board of Corporate Auditors)
Article 30(1) All of the Bank’s Auditors shall constitute the Board of
Corporate Auditors.
(2) Matters concerning the Board of Corporate Auditors shallbe governed by the Regulations of the Board of Corporate
Auditors established by the Board of Corporate Auditors,
in addition to the provisions of the Articles ofIncorporation.
(Convocation of Meetings of the Board of Corporate Auditors)
Article 31(1) When convening a meeting of the Board of Corporate
Auditors, a notice shall be dispatched to each Corporate
Auditor at least three (3) days before the day of themeeting; provided, however, that this period may be
reduced in case of urgent needs.
(2) With the consent of all Corporate Auditors, a meeting of
the Board of Corporate Auditors may be held without
following the convening procedures.

Proposed Amendments(Exemption of Directors From Liability)
Article 32
Pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, the Bank may enter into an agreement with a
Director (excluding executive Directors, etc.) limiting his/her
liability for damages provided for in Article 423, paragraph (1)of the Companies Act; provided, however, that the maximum
liability for damages under such agreement shall be either anamount specified in advance that is not less than 1 million yen,or an amount as prescribed by laws and regulations, whicheveris higher.
(Deleted)-9-(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Limited Liability Agreement With Outside Corporate Auditors)
Article 32
Pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, the Bank may enter into an agreement with an
Outside Corporate Auditor limiting his/her liability for damages
provided for in Article 423, paragraph (1) of the Companies
Act; provided, however, that the maximum liability fordamages under such agreement shall be either an amountspecified in advance that is not less than 1 million yen, or an
amount as prescribed by laws and regulations, whichever ishigher.
Chapter 6
Accounts(Business Year)
Article 33
The business year of the Bank shall commence on April 1 andend on March 31 of the following year.
Article 34-Article 36 (Omitted)(Newly established)

Proposed Amendments(Deleted)

Chapter 5
Accounts(Business Year)
Article 33
The business year of the Bank shall commence on April 1 ofeach year and end on March 31 of the following year.
Article 34-Article 36 (Unchanged)
Supplementary Provision(Transitional Measures Concerning Exemption of Corporate
Auditors From Liability)
Article 32 of the Articles of Incorporation, as in effect before
the amendments effective by the resolution of the 115th Annual
General Meeting of Shareholders is still in effect only as
regards the exemption of Outside Corporate Auditors(including those who were formerly Outside Corporate
Auditors) from liability for conducts falling under Article 423,
paragraph (1) of the Companies Act which carried out before
the conclusion of said meeting.

- 10 -

Proposal No. 3:

Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

Subject to the approval and adoption of Proposal 2 “Partial Amendments to the Articles of Incorporation,” the Bank
will make the transition to a company with audit and supervisory committee. The terms of office of all nine (9)Directors will expire at the conclusion of this Annual General Meeting of Shareholders. In that regard, the Bank
proposes the election of four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members).
This proposal can only take effect on the condition that Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” becomes effective.
The candidates for Director (excluding Director who is an Audit and Supervisory Committee Member) are as follows:
No.

Name

1

Takao Suzuki

2

Yasuhiro Oka

3Kenichi Miura

4

Hiroaki Osato

Positions and roles at the Bank
Reelection
InsideDirector and President (Representative Director), in charge ofAudit Division

Reelection

Managing Director (Representative Director), in charge of

InsideCredit Division and Securities and International Division

Reelection
InsideReelection
InsideManaging Director (Representative Director), General Manager
of Corporate Planning Division, in charge of Corporate Planning
Division and General Affairs Division
Director and General Manager of Securities and International
Division

Reelection: Candidate for Director to be reelected
Inside: Candidate for Inside Director- 11 -

No.

Name(Date of birth)

Past experience, positions, and roles at the Bank, and significant
concurrent positions
Apr. 1976
Feb. 1996
Mar. 1998
Apr. 2001
Mar. 2003

1

2

Number of theBank’s common
stock owned

Joined the Bank
General Manager of Uneme Branch
Deputy General Manager of Head Office
General Manager of Nihonmatsu Branch
Asahi Area Manager and General Manager of
Takao Suzuki
Asahi Branch(November 15, 1953)
11,000 shares
June 2004
Managing Director
Reelection
June 2008
Senior Managing Director
June 2010
Director and President (Representative
Director)
To the present
Roles: 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.
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
3,300 shares(November 30, 1955)
July 2008
Executive Officer and General Manager ofReelection
Credit Division
June 2010
Director and General Manager of Credit
Division
June 2013
Managing Director (Representative Director)
To the present
Roles: Credit Division, Securities and International 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.

- 12 -

No.

Name(Date of birth)

Past experience, positions, and roles at the Bank, and significant
concurrent positions
Apr. 1980

Number of theBank’s common
stock owned

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
July 2014
Director and General Manager of Corporate
Kenichi Miura
Planning Division
3,200 shares(January 26, 1958)
Reelection
Aug. 2015
Director, General Manager of Banking systems
Division, and General Manager of Operation
Division
3
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, General Affairs 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.
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
July 2005
Deputy General Manager of Corporate
Hiroaki Osato
Planning Division(December 26, 1957)
2,900 shares
Reelection
July 2008
General Manager of Securities andInternational 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.
(Note) There is no special interest between each candidate for Director and the Bank.

- 13 -

Proposal No. 4:

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

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theBank will make the transition to a company with audit and supervisory committee. In addition, the terms of office of
all four (4) currently serving Corporate Auditors will expire at the conclusion of this Annual General Meeting of
Shareholders in accordance with the provisions of Article 336, paragraph (4), item (ii) of the Companies Act. In thatregard, the Bank proposes the election of five (5) Directors who are Audit and Supervisory Committee Members.
The Board of Corporate Auditors has previously given its approval to this proposal.
This proposal can only take effect on the condition that Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” becomes effective.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
No.

Name

1

Hirokatsu Watanabe

2

Norio Shimizu

Positions and roles at the Bank
New election
InsideExecutive Officer and General Manager of General Affairs
Division

New election
OutsideIndependent
New election

3

Mika Matsumoto

4

Hiroyuki Kanno

5

Chikashi Sato

OutsideIndependent

Outside Corporate Auditor

New election
OutsideIndependent

Outside Corporate Auditor

New election
OutsideIndependent
New election: Candidate for Director to be newly elected 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- 14 -

No.

Name(Date of birth)

Past experience, positions, and roles at the Bank, and significant
concurrent positions
Apr. 1983
Aug. 2003
July 2005

1

2

Number of theBank’s common
stock owned

Joined the Bank
General Manager of Nishikawa Branch
Deputy General Manager of General Affairs
Division
Hirokatsu Watanabe
July 2008
General Manager of General Affairs Division(March 21, 1961)
1,820 shares
July 2012
General Manager of Tokyo Branch and General
New election
Manager of Tokyo Office
InsideJuly 2014
General Manager of General Affairs Division
June 2015
Executive Officer and General Manager ofGeneral Affairs Division
To the present<Reasons for nomination as a candidate for Director>
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.
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
Norio Shimizu
Apr. 2013
Director-General of Personnel and Corporate(July 24, 1957)
Affairs Department
0 shares
New election
June 2014
Resigned from the Bank of Japan
OutsideJuly 2014
Managing Executive Officer of the Shoko
Independent
Chukin Bank, Ltd.
June 2015
Director & Managing Executive Officer
June 2018
Retired from the Shoko Chukin Bank, Ltd.
June 2018
Director of Tokiwa Sohgoh Service Co., Ltd.
June 2019
Representative Director and President
To the present<Reasons for nomination as a candidate for Outside Director>
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. Based on this track record, the Bank believes that he is capable ofutilizing his experience to contribute to the soundness and transparency of the Bank’s decision-making, 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 thathe hashigh independence from management. Accordingly, if his election is approved, the Bank plans to appoint him as an
Independent Officer and submit notification to the same exchange.

- 15 -

No.

Name(Date of birth)

Past experience, positions, and roles at the Bank, and significant
concurrent positions
Apr. 2000

3

Number of theBank’s common
stock owned

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),
Mika Matsumoto
University of California, Berkeley(February 3, 1974)
Sept. 2007
Member, Soma-himawari-law Office
100 shares
New election(Fukushima Bar Association)
OutsideIndependent
Sept. 2010
Established Hamadori Law Office (Iwaki City,
Fukushima Prefecture)
June 2015
Outside Corporate Auditor of the BankTo the present
Significant concurrent positions outside the Bank
Attorney-at-law<Reasons for nomination as a candidate for Outside Director>
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. She has never in the past been involved in the management of a company except as an
outside director or outside corporate auditor. However, the Bank judges she will appropriately fulfill her duties as an
Outside Director 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 thatshe
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 Outside Corporate Auditor>
Mika Matsumoto currently serves as an Outside Corporate Auditor of the Bank. Her term of office as Corporate Auditor
will be five (5) years at the conclusion of this year’s Annual General Meeting of Shareholders.

- 16 -

No.

Name(Date of birth)

Past experience, positions, and roles at the Bank, and significant
concurrent positions
Apr. 1978
Apr. 2005
Apr. 2007

4

Number of theBank’s common
stock owned

Joined Fukushima Prefectural Government
Secretary of Finance Group
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
Hiroyuki Kanno
June 2011
Accounting Manager and Treasurer of(December 15, 1954)
Fukushima Prefectural Government
0 shares
New election
Apr. 2012
General Manager of Health and Welfare
OutsideDepartment
IndependentMar. 2014
Resigned from Fukushima Prefectural
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 BankTo the present<Reasons for nomination as a candidate for Outside Director>
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 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 Outside Corporate Auditor>
Hiroyuki Kanno currently serves as an Outside Corporate Auditor of the Bank. His term of office as Corporate Auditor
will be one (1) year at the conclusion of this year’s Annual General Meeting of Shareholders.

- 17 -

No.

Name(Date of birth)

Past experience, positions, and roles at the Bank, and significant
concurrent positions
Apr. 1980
Apr. 2005

Number of theBank’s common
stock owned

Joined Koriyama City Office
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
Chikashi Sato
Department, Secretariat of the Board of(May 10, 1956)
Education
0 shares
New election
Apr. 2015
General Manager of General Affairs
OutsideDepartment
IndependentMar. 2017
Resigned from Koriyama City Office
Apr. 2017Managing Director of Koriyama City Social
Welfare Organization
Apr. 2018
President
Mar. 2020
Retired from Koriyama City Social Welfare
Organization
5
To the present<Reasons for nomination as a candidate for Outside Director>
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 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. Accordingly, if his election is approved, the Bank plans to appoint him as an
Independent Officer and submit notification to the same exchange.
(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 ofMika Matsumoto and Hiroyuki Kanno 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. If the election of Norio Shimizu and Chikashi Sato is approved as proposed, the Bank plansto enter into the same limited liability agreement with them.
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.

- 18 -

Proposal No. 5:

Determination of Remuneration Amount for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

At the 86th Annual General Meeting of Shareholders held on June 27, 1991, the remuneration amount for the Bank’s
Directors was resolved to be not more than 18 million yen per month (equivalent to not more than 216 million yen
per year) and it has been remained unchanged to the present. Subject to the approval and adoption of Proposal No. 2“Partial Amendments to the Articles of Incorporation,” the Bank will make the transition to a company with audit
and supervisory committee. For this reason, we would like to abolish the current provisions concerning the
remuneration amount for Directors and amend the remuneration amount for Directors (excluding Directors who are
Audit and Supervisory Committee Members) to be not more than 180 million yen per year in consideration of various
circumstances such as economic situation. In addition, the remuneration amount for Directors (excluding Directors
who are Audit and Supervisory Committee Members) shall not include the portion of employee salaries of Directors
concurrently serving as employees. If Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” andProposal No. 3 “Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” are approved and adopted as originally proposed, the number of Directors (excluding Directors who are
Audit and Supervisory Committee Members) will be four (4).
This proposal can only take effect on the condition that Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” becomes effective.

- 19 -

Proposal No. 6:

Determination of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members

Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” theBank will make the transition to a company with audit and supervisory committee. Therefore, in consideration of theduties and responsibilities of Directors who are Audit and Supervisory Committee Members, the remuneration
amount for Directors who are Audit and Supervisory Committee Members shall be not more than 66 million yen per
year. If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 4 “Election of Five
(5) Directors Who Are Audit and Supervisory Committee Members” are approved and adopted as originally proposed,
the number of Directors who are Audit and Supervisory Committee Members will be five (5).
This proposal can only take effect on the condition that Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” becomes effective.

- 20 -