These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8388)
June 2, 2023
(Start date of measures for electronic provision: May 31, 2023)
To Shareholders with Voting Rights:
Takehisa Fukunaga
President and Director
The Awa Bank, Ltd.
24-1, Nishisemba-cho 2-chome,
Tokushima, JapanNOTICE OF CONVOCATION OF
THE 211TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Thank you for your continued support and patronage of The Awa Bank, Ltd.
We are pleased to inform our shareholders that the 211th Annual General Meeting of Shareholders of The
Awa Bank, Ltd. (the “Bank”) will be held as outlined below.
The Bank has adopted measures for electronic provision for the General Meeting of Shareholders and has
posted the matters subject to electronic provision on the websites indicated below.
The Bank’s website (https://www.awabank.co.jp/about/meeting/) (in Japanese)
In addition to the above, the materials are also posted on the website indicated below.
Tokyo Stock Exchange website (TSE Listed Company Search)(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Access the website above, enter the Bank’s name “Awa Bank” in the “Issue name (company name)” field or
the Bank’s securities code “8388” in the “Code” and click “Search,” select “Basic information,” then“Documents for public inspection/PR information” to view the information.
The Bank will take COVID-19 countermeasures in accordance with the national policy, and any changes
will be posted on the Bank’s website (https://www.awabank.co.jp/).
You can exercise your voting rights in writing or online. Please review the Reference Documents for the
General Meeting of Shareholders provided in the paper copy and the matters subject to electronic provision
before exercising your voting rights.

1. Date and Time:
2. Venue:

Thursday, June 29, 2023 from 10:00 a.m. (JST)
Large Conference Room, 3rd Floor, The Awa Bank, Ltd. Head Office24-1, Nishisemba-cho 2-chome, Tokushima, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 211th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank’s 211th Fiscal Year (from
April 1, 2022 to March 31, 2023) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee
Proposals to be resolved:
Proposal No. 1: Election of seven (7) Directors (not including Directors who are Audit &Supervisory Committee Members)
Proposal No. 2: Election of three (3) Directors who are Audit & Supervisory Committee
Members

How to Exercise Your Voting Rights
In person

In writing

OnlineMeeting date and time: Thursday, June 29, 2023 at 10:00 a.m. (JST)If you will be attending in person, please present the enclosed Voting Rights
Exercise Form to the receptionist on arrival at the General Meeting.
Deadline: Form must arrive by 5:30 p.m., Wednesday, June 28, 2023 (JST)Please indicate your vote for or against the proposals on the enclosed Voting
Rights Exercise Form and return it to the Securities Agent Department ofJAPAN SECURITIES AGENTS, LTD. so that it is received by the deadline
indicated above. If there is no indication of for or against the proposals on the
Voting Rights Exercise Form, it will be treated as an indication of approval.
Deadline: Wednesday June 28, 2023 at 5:30 p.m. (JST)Please access the Bank’s designated voting website (https://www.e-sokai.jp/)(in Japanese), follow the instructions on the screen, and indicate your vote foror against the proposals by the deadline indicated above.

1. Rules on duplicate voting
If you exercise your voting rights both in writing and online as described above, only the vote made online
will be valid, regardless of the timing of the votes.
In addition, if you submit your vote multiple times online, only the most recent vote will be valid.
2. Exercise of voting rights by proxy
Exercise of voting rights by proxy will be limited to cases where another shareholder with voting rights is
appointed as a proxy. Only one such proxy can be appointed.
End◎ Documents sent to shareholders regardless of whether they requested a paper copy or not do not include
the System to Ensure Appropriate Governance in the Business Report, the Non-Consolidated Statementof Changes in Equity, the Notes to the Non-consolidated Financial Statements, the Consolidated
Statement of Changes in Equity, and the Notes to the Consolidated Financial Statements. Therefore, these
documents constitute part of the documents audited by the Audit & Supervisory Committee and the
Accounting Auditor in preparing their respective audit reports.
◎ Any updates to the matters subject to electronic provision will be posted on each website on which thematerials are posted.
◎ Please note that the temperature of the air conditioning at the venue will be set slightly higher than usual
to save electricity. Attending shareholders are advised to dress in lighter clothing suitable for warmer
temperatures.

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of seven (7) Directors (Directors who are not Audit & Supervisory Committee
Members)
The terms of office of all eight (8) incumbent Directors (Directors who are not Audit & Supervisory
Committee Members; the same shall apply hereinafter in this proposal) will expire at the conclusion of thisAnnual General Meeting of Shareholders and Mr. Yoshifumi Okada will retire from office. Accordingly, theBank proposes the election of seven (7) Directors, decreasing the number of Directors by one (1) in order toenhance efficiency of the management structure.
The Audit & Supervisory Committee discussed this proposal and determined that there were no particularmatters that needed to be stated at this General Meeting in accordance the provisions of the Companies Act.
The candidates for Directors have been decided by the Board of Directors upon consultation by theAdvisory Committee.
The candidates for Directors are as follows:
CandidateNo.

Current positions, etc.
at the Bank

Name

Reappointment

1

Reappointment

3
Reappointment

4
Reappointment

5

Male

Chairman and Director(Representative Director)

Takehisa Fukunaga

Male

President and Director(Representative Director)

Shiro Yamato

Male

Managing Director-0

Hirokazu Nishi

Male

Managing Director-0Masahiro Yamashita

MaleManaging Director

-

0

-

0

-

0

Reappointment

6

Hiroaki Mikawa

MaleTeruaki Ito

MaleReappointment

7

Director, Tokushima
Economic ResearchInstitute;
Director, The Awa Bank
Academic and Cultural
Promotion Foundation;
Director, The Awa Bank
Welfare Fund
Chairman, Tokushima
Prefecture Bankers
Association

Susumu Nagaoka

Reappointment

2

Number of
concurrent
Significant concurrent positions
positions at listedcompanies

Director; General Manager,
Northern Tokushima Area
Branch; General Manager,
Naruto Branch and General
Manager, Otsu Branch
Director; General Manager,
Tokushima City Area Branch;
General Manager, Head Office
Sales Division; General
Manager, Ryogokubashi
Branch; General Manager,
Kachidokibashi Branch

0

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1980
January 1997
August 2000
June 2002
June 2004
June 2006
June 2008

Susumu Nagaoka(January 12, 1957)(66 years old)Male
Reappointment
1

Attendance at theBoard of Directors'
meetings:
12/12 (100%)

June 2010
June 2012
June 2016
April 2017
April 2023

Joined the Bank
General Manager, Edogawa Branch
General Manager, Aizumi Branch
General Manager, General Administration Division
General Manager, Sales Promotion Division
Executive Officer, General Manager, Credit
Division
Director, General Manager, Human Resources
Division
Director; General Manager, Tokyo BranchManaging Director
Senior Managing Director
President and Director (Representative Director)
Chairman and Director (Representative Director)(current position)(Significant concurrent positions)
Director, Tokushima Economic Research Institute

Director, The Awa Bank Academic and Cultural Promotion
Number of years inFoundation
office as Director:
Director, The Awa Bank Welfare Fund
15 years(At the conclusion ofthis general meeting) [Reason for nomination as a Director candidate]
Mr. Nagaoka has extensive work experience in the credit andhuman resources divisions, in addition to the sales division, andis well versed in the business of the Bank. He has served as a
Director since 2008, the President and Director since 2017, andthe Chairman and Director since 2023, and has properly
executed his duties in these positions. He has been nominated asa candidate for Director as he is expected to continue tocontribute to the management of the Bank by drawing on thisexperience and knowledge.

Number ofshares of the
Bank held

15,100No.

Name(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1984
June 2003
June 2005
June 2007
June 2008
June 2009
June 2010

Takehisa
Fukunaga(August 28, 1961)(61 years old)Male
Reappointment
2

Attendance at theBoard of Directors'
meetings:
12/12 (100%)
Number of years in
office as Director:
11 years(At the conclusion ofthis general meeting)June 2012
June 2013
June 2014
June 2019
June 2021
April 2023

Joined the Bank
General Manager, Itano Branch
General Manager, Sakai Branch
General Manager, Corporate Administration
Division
General Manager, Credit Division
General Manager, Corporate Planning Division
Executive Officer; General Manager, Corporate
Planning Division
Director; General Manager, Corporate Planning
Division; General Manager, Management Quality
Promotion Division
Director; General Manager, Human Resources
DivisionManaging Director
Senior Managing Director
Senior Managing Director (Representative
Director)
President and Director (Representative Director)(current position)(In charge of the Business Management Division)(Significant concurrent positions)
Chairman, Tokushima Prefecture Bankers Association[Reason for nomination as a Director candidate]
Mr. Fukunaga has extensive work experience in the corporate
planning and human resources divisions, in addition to the sales
division, and is well versed in the business of the Bank. He hasserved as a Director since 2012, a Senior Managing Director
since 2019, and the President and Director since 2023, and has
properly executed his duties in these positions. He has been
nominated as a candidate for Director as he is expected tocontinue to contribute to the management of the Bank bydrawing on this experience and knowledge.

Number ofshares of the
Bank held

7,778

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions

Shiro Yamato(June 26, 1962)(60 years old)

April 1986
Joined the Bank
February 2004 Section Chief, Human Resources Section, Human
Resources Division
February 2008 General Manager, Wakimachi Branch
June 2010
General Manager, Nishi Osaka Branch
June 2013
Department Manager, Corporate Planning Division
and General Manager, Management Quality
Promotion Division
June 2014
Executive Officer; General Manager, Business
Management Division; General Manager, Value
Project Division
June 2015
Executive Officer; General Manager, Credit
Division
June 2017Managing Executive Officer; General Manager,
Administration Headquarters
June 2018
Director; Managing Executive Officer; General
Manager, Administration Headquarters
June 2020
Managing Director; General Manager,
Administration Headquarters (current position)(In charge of Administration Headquarters(Business Administration Division, Risk
Management Division))

Male
Reappointment
3

Attendance at theBoard of Directors'
meetings:
12/12 (100%)

Number of years in
office as Director:
5 years(At the conclusion ofthis general meeting) [Reason for nomination as a Director candidate]

Mr. Yamato has extensive work experience in the humanresources, corporate planning and credit divisions, in addition to
the sales division, and is well versed in the business of the Bank.
He has served as an Executive Officer since 2014, a Director
since 2018 and a Managing Director since 2020, and has
properly executed his duties in these positions. He has been
nominated as a candidate for Director as he is expected tocontinue to contribute to the management of the Bank bydrawing on this experience and knowledge.

Number ofshares of the
Bank held

3,040

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1994
June 2009

Hirokazu Nishi(April 27, 1971)(52 years old)Male
Reappointment
4

Attendance at theBoard of Directors'
meetings:
11/12 (91%)

Joined the Bank
General Manager, Management Quality Promotion
Division
August 2011 Section Chief, Planning Section, Corporate
Planning Division
June 2013
General Manager, Yamakawa Branch
February 2015 General Manager, Matsuyama Branch
June 2016
General Manager, Securities and International
Division
June 2017
Executive Officer; General Manager, Business
Management Division; General Manager, Value
Project Division
June 2019
Director, General Manager, Business Management
Division
June 2020
Managing Director (current position)(In charge of Sales Promotion Division)

Number ofshares of the
Bank held

Number of years in
office as Director: [Reason for nomination as a Director candidate]
4 years
Mr. Nishi has extensive work experience in the corporate(At the conclusion of planning and securities divisions, in addition to the sales
this general meeting) division, and is well versed in the business of the Bank. He hasserved as an Executive Officer since 2017, a Director since 2019,
and a Managing Director since 2020, and has properly executed
his duties in these positions. He has been nominated as a
candidate for Director as he is expected to continue to contributeto the management of the Bank by drawing on this experienceand knowledge.

2,800

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions

Masahiro
Yamashita(July 16, 1969)(53 years old)

April 1992
Joined the Bank
February 2008 Section Chief, Human Resources Section, Human
Resources Division
February 2011 General Manager, Showacho Branch
June 2012
General Manager, Higashi Osaka Branch
June 2014
General Manager, Business Administration
Division
June 2015
Executive Officer; General Manager, Business
Management Division; General Manager, Value
Project Division
June 2017
Executive Officer; General Manager, Risk
Management Division
June 2018
Executive Officer; General Manager, Anan Branchand General Manager, Minobayashi Branch
June 2020
Managing Executive Officer; General Manager,
Osaka Branch
June 2021
Director; Managing Executive Officer; General
Manager, Osaka Branch
April 2022
Director; Managing Executive Officer; General
Manager, Kansai Area Branch; General Manager,
Osaka Branch
June 2022
Managing Director (current position)(In charge of Credit Division, Securities andInternational Division

Male

Reappointment

5

Attendance at theBoard of Directors'
meetings:
11/12 (91%)
Number of years in
office as Director:
2 years(At the conclusion ofthis general meeting)[Reason for nomination as a Director candidate]
Mr. Yamashita has extensive work experience in theadministration, corporate planning and risk management
divisions, in addition to the sales division, and is well versed in
the business of the Bank. He has served as an Executive Officer
since 2015, a Director since 2021, and a Managing Director
since 2022, and has properly executed his duties in these
positions. He has been nominated as a candidate for Director as
he is expected to continue to contribute to the management of the
Bank by drawing on this experience and knowledge.

Number ofshares of the
Bank held

4,900

No.

Name
(Date of birth)

Hiroaki Mikawa(May 1, 1968)(55years old)Male

Reappointment

6

Attendance at theBoard of Directors'
meetings:
10/10 (100%)Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1991
Joined the Bank
February 2010 Section Chief, Credit Section, Credit Division
August 2011 General Manager, Katsuura Branch
June 2013
General Manager, Marugame Branch
June 2015
General Manager, Himeji Branch
June 2017
General Manager, Securities and International
Division
June 2018
General Manager, Risk Management Division
June 2020
Executive Officer; General Manager, Naruto
Branch; General Manager, Otsu Branch
April 2022
Executive Officer; General Manager, Northern
Tokushima Area Branch; General Manager, Naruto
Branch; General Manager, Otsu Branch
June 2022
Director; General Manager, Northern Tokushima
Area Branch; General Manager, Naruto Branch;
General Manager, Otsu Branch (current positions)

Number of years in
office as Director: [Reason for nomination as a Director candidate]
1 year(At the conclusion of Mr. Mikawa has extensive work experience in the securities andthis general meeting) risk management divisions, in addition to the sales division, andis well versed in the business of the Bank. He has served as an
Executive Officer since 2020 and a Director since 2022, and has
properly executed his duties in these positions. He has been
nominated as a candidate for Director as he is expected tocontinue to contribute to the management of the Bank bydrawing on this experience and knowledge.

Number ofshares of the
Bank held

8,200

No.

Name
(Date of birth)Teruaki Ito(April 26, 1970)(53years old)Male

Reappointment

7

Attendance at theBoard of Directors'
meetings:
10/10 (100%)
Number of years in
office as Director:
1 year(At the conclusion ofthis general meeting)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1994
Joined the Bank
February 2010 Section Chief, Sales Planning Section, Sales
Promotion Division
June 2010
Manager, Sales Planning Group, Sales
Headquarters
August 2011 Section Chief, Customer Section, Head Office
Sales Division; General Manager, Tokushima
Ekimae Branch
June 2012
Deputy General Manager, Sako Branch; General
Manager, Tamiya Branch; General Manager, Yaso
BranchJune 2014
General Manager, Higashi Osaka Branch
June 2017
Executive Officer; General Manager, Credit
Division
June 2019
Executive Officer; General Manager, Tokyo Branch
April 2022
Executive Officer; General Manager, Kanto Area
Branch; General Manager, Tokyo Branch
June 2022
Director; General Manager, Tokushima City Area
Branch; General Manager, Head Office Sales
Division, General Manager, Ryogokubashi Branch;
General Manager, Kachidokibashi Branch(current positions)

Number ofshares of the
Bank held

1,800[Reason for nomination as a Director candidate]
Mr. Ito has extensive work experience in the sales planning andcredit divisions, in addition to the sales division, and is wellversed in the business of the Bank. He has served as an
Executive Officer since 2017 and a Director since 2022, and has
properly executed his duties in these positions. He has been
nominated as a candidate for Director as he is expected tocontinue to contribute to the management of the Bank bydrawing on this experience and knowledge.

(Notes)1. There is no special interest between the Bank and any of the candidates.
2. The Bank has entered into a directors and officers (D&O) liability insurance contract with an insurance company and plansto renew the insurance policy in October 2023. The insurance policy covers the costs of litigation and compensation fordamages, etc. that the insured would bear for damages incurred in litigation brought by companies, third parties orshareholder representatives. Other details are described in the Business Report (available in Japanese only). Candidates
who are reappointed or elected will be included as the insured in the insurance policy.

Proposal No. 2: Election of Three (3) Directors Who are Audit & Supervisory Committee Members
The terms of office of the Directors who are Audit & Supervisory Committee Members Mr. Yasuo Onishi,
Mr. Yasuhiko Sumitomo, and Mr. Takeshi Yabe will expire at the conclusion of this Annual General Meetingof Shareholders and Mr. Yasuhiko Sumitomo will retire from office. Therefore, the Bank proposes theelection of three (3) Directors who are Audit & Supervisory Committee Members. The Bank has obtained
the consent of the Audit & Supervisory Committee for this proposal. The candidates for Directors who are
Audit & Supervisory Committee Members were decided by the Board of Directors upon consultation by theAdvisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Candidate No.
Reappointment

1

New appointment

2

Reappointment

3

Current positions, etc.
at the Bank

Name

Yasuo Onishi

Male

Katsuya
Hamao

Male

Takeshi Yabe

Male
OutsideIndependent

Director(Full-time Audit &Supervisory Committee
Member)Executive Officer;
General Manager,
Chushikoku Area
Branch; General
Manager, Takamatsu
Branch; General
Manager, Marugame
BranchDirector(Audit & Supervisory
Committee Member)

Significant concurrent positions

Number of concurrent
positions at listedcompanies

-

0

-

0

Chairman, Nissay Information
Technology Co., Ltd.

0

No.

Name
(Date of birth)

Yasuo Onishi(September 23, 1955)(67 years old)Male

Reappointment
Attendance at the Boardof Directors' meetings:
12/12 (100%)1

Attendance at the
Audit & Supervisory
Committee meetings:
14/14 (100%)Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1979
February 1999
August 2000
February 2002
June 2004
June 2006
June 2014
April 2017
June 2021

Joined the Bank
General Manager, Itano Branch
General Manager, Okayama Branch
General Manager, Sales Promotion Division
Director, General Manager, Human Resources
DivisionManaging Director
Senior Managing Director (Representative
Director)
Vice President and Director (Representative
Director)
Director who is an Audit & Supervisory Committee
Member (current position)

Number of years in office [Reason for nomination as a Director candidate]as Director:
Mr. Onishi has extensive work experience in the sales promotion and19 years(At the conclusion of this human resources divisions in addition to the sales division and is wellversed in the business of the Bank. He has served as a Senior
general meeting)Number of years in
office as Director who
is an Audit &Supervisory
Committee Member:
2 years(At the conclusion ofthis general meeting)Managing Director since 2014, the Vice President and Director since2017, and a Director who is an Audit & Supervisory Committee
Member since 2021, and has properly executed his duties in these
positions. He has been nominated as a candidate for Director who is
an Audit & Supervisory Committee Member as he is expected to becapable of properly performing management supervision functions as
an Audit & Supervisory Committee Member by drawing on thisexperience and knowledge.

Number ofshares of the
Bank held

11,800

No.

2

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions

April 1986
Joined the Bank
February
2005
Section Chief, Loan Section, Head Office Sales
Katsuya Hamao
Division(April 1, 1964)
February 2008 General Manager, Akui Branch(59 years old)
June 2009
General Manager, Kita Osaka Branch
MaleJune 2012
General Manager, Securities and International
New appointment
Division
June
2014
General Manager, Risk Management Division
Attendance at the Board
General Manager, Business Administrationof Directors' meetings: June 2017
Division
June 2019
Executive Officer; General Manager, Internal Audit
Attendance at theDivision
Audit & Supervisory
June 2021
Executive Officer; General Manager, Takamatsu
Committee meetings:
Branch; General Manager, Marugame Branch
April 2022
Executive Officer; General Manager, Chushikoku
Area Branch; General Manager, Takamatsu Branch;
Number of years in officeas Director:
General Manager, Marugame Branch (current- years
positions)(At the conclusion of thisgeneral meeting)Number of years in
office as Director who
is an Audit &Supervisory
Committee Member:- years(At the conclusion ofthis general meeting)[Reason for nomination as a Director candidate]
Mr. Hamao has extensive work experience in the securities, risk
management, and administration divisions and is well versed in thebusiness of the Bank. He has served as an Executive Officer since2019 and has properly executed his duties in this position. He has
been nominated as a candidate for Director who is an Audit &Supervisory Committee Member as he is expected to be capable ofproperly performing management supervision functions as an Audit &Supervisory Committee Member by drawing on this experience andknowledge.

Number ofshares of the
Bank held

800

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1984
March 2005

3

Joined Nippon Life Insurance Company
General Manager, Planning and Research Dept.,
Nippon Life Insurance Company
May 2007General Manager, Planning and Development
Headquarters, Nissay Information Technology Co.,Ltd.
September 2008 Deputy Chief (New Integration Promotion Dept.),
Nippon Life Insurance Company
March 2011
Executive Officer, General Manager, New
Integration Promotion Dept., Deputy Chief(Corporate Planning Dept.) and Earthquake
Reconstruction Office, Nippon Life Insurance
Company
March 2015
Managing Executive Officer, General Manager,
Customer Service Headquarters, Nippon Life
Takeshi Yabe
Insurance Company(May 1, 1959)
July 2015
Director, Managing Executive Officer, General(64 years old)Manager, Customer Service Headquarters, Nippon
MaleLife Insurance Company
Reappointment
March 2018
Director, Senior Managing Executive Officer,
OutsideNippon Life Insurance Company
Independent
March 2019
Director, Nippon Life Insurance Company
March
2019
President,
Nissay Information Technology Co., Ltd.
Attendance at the Board
Retired as Director, Nippon Life Insuranceof Directors' meetings: July 201912/12 (100%)Company
June 2021
Director who is an Audit & Supervisory Committee
Attendance at the Audit
Member (current position)& Supervisory
Chairman, Nissay Information Technology Co.,
Committee meetings: April 2023
14/14 (100%)Ltd. (current position)
Number of years in
office as Outside
Director:
2 years(At the conclusion ofthis general meeting)[Reason for nomination as an Outside Director candidate and theoutline of expected roles as an Outside Director]

Mr. Yabe has experience and a wealth of insight into overallmanagement, which he gained as President of Nissay
Information Technology Co., Ltd. as well as his extensive
experience in financial institutions. He has been serving as an
Number of years in
office as Director who is Outside Director who is an Audit & Supervisory Committee
an Audit & Supervisory Member of the Bank since 2021, and has been providing
Committee Member: appropriate opinions from a fair and impartial perspective. He
2 years(At the conclusion of has been nominated as a candidate for Outside Director who is
this general meeting) an Audit & Supervisory Committee Member as he is expected tobe capable of properly performing management supervisionfunctions from an independent perspective drawing on such
experience and knowledge. In addition, as a member of theAdvisory Committee, he is expected to get involved in thecommittee and provide appropriate advice on matters related tonomination, compensation, and other areas.
[Notes regarding the outside Director candidate]
The Bank has entered into a maintenance agreement for the
insurance contract management system with Nissay Information
Technology Co., Ltd. for which Mr. Yabe serves as Chairman.
While Nissay Information Technology Co., Ltd. is categorized as
the Bank’s business partner, the Bank has determined that thisstatus will have no effect on the impartiality of Mr. Yabe due tothe scale and the type of business involved.

Number ofshares of the
Bank held

0(Notes)
1. There is no special interest between the Bank and any of the candidates.
2. Mr. Takeshi Yabe is a candidate for Outside Director.
3. Currently, the Bank has registered Mr. Hiroshi Sonoki, Mr. Akira Yonebayashi, Ms. Seiko Noda, Mr. Takeshi Yabe, and Mr.
Masaki Hashizume as Independent Officers with the Tokyo Stock Exchange, Inc. (TSE).
4. The current Articles of Incorporation of the Bank provides that the Bank may enter into a liability limitation agreementwith each of the non-Executive Directors, etc. pursuant to Article 427, Paragraph 1 of the Companies Act. Under theprovision, the Bank has entered into a liability limitation agreement with Mr. Yasuo Onishi and Mr. Takeshi Yabe. If they
are reappointed, the agreement with them will be continued. If election of Mr. Katsuya Hamao is approved, the Bank plansto enter into the same liability limitation agreement with him. The maximum amount of liability under such agreement
shall be the maximum amount stipulated by laws and regulations.
5. The Bank has entered into a directors and officers (D&O) liability insurance contract with an insurance company and plansto renew the insurance policy in October 2023. The insurance policy covers the costs of litigation and compensation fordamages, etc. that the insured would bear for damages incurred in litigation brought by companies, third parties orshareholder representatives. Other details are described in the Business Report (available in Japanese only). Candidates
who are reappointed or elected will be included as the insured in the insurance policy.

Directors who are Audit & Supervisory
Committee Members

Directors who are not Audit & Supervisory
Committee Members

Reference: Skill Matrix of Directors’ Knowledge, Experience, and Skills
Important Knowledge, Experience, and Skills
Current
HR,
Corporate
Financial
Name
Position at theIT, DX,
Personnel
Legal &
Risk
Regional
Management Finance Strategy &Systems Management, Compliance Management Revitalization
Bank& Strategy
Accounting
SusumuNagaoka
Takehisa
Fukunaga
Shiro Yamato
Hirokazu
Nishi
Masahiro
Yamashita
HiroakiMikawaTeruaki Ito
Yasuo Onishi
Katsuya
Hamao
Hiroshi
SonokiAkira
Yonebayashi
Seiko Noda
Takeshi Yabe
Masaki
Hashizume

Chairman and
Director(Representative
Director)
President andDirector(Representative
Director)
Managing
Director
Managing
Director
Managing
Director

Diversity

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Director(Outside)
Director(Outside)
Director(Outside)
Director(Outside)
Director(Outside)

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Director
Director
Director

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* This Skill Matrix shows the main areas of knowledge, experience, and skills of each Director. It is not intended to show all of
the knowledge, experience, and fields of specialization of each Director.
* Mr. Katsuya Hamao is a candidate for a new Director.

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