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, theoriginals shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translations.

(Securities Code: 8388)
June 3, 2024
(Start date of measures for electronic provision: May 30, 2024)
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 212TH 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 212th 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.
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 27, 2024 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 212th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 212th Fiscal Year (from
April 1, 2023 to March 31, 2024) 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 eight (8) Directors (not including Directors who are Audit &Supervisory Committee Members)
Proposal No. 2: Election of five (5) Directors who are Audit & Supervisory Committee
Members

How to Exercise Your Voting Rights
In person

In writing

OnlineMeeting date and time: Thursday, June 27, 2024 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 26, 2024 (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 26, 2024 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

◎

◎

◎

In accordance with laws, regulations and Article 16 of the Bank’s Articles of Incorporation, documents
sent to shareholders regardless of whether they requested a paper copy or not do not include the System
to Ensure Appropriate Governance, Matters Regarding Specified Wholly Owned Subsidiaries, Matters
Regarding Transactions with the Parent Company, etc., Matters Regarding Accounting Advisors, andOthers in the Business Report; the Non-consolidated Balance Sheets, the Non-consolidated Statements ofIncome, the Non-consolidated Statements of Changes in Equity, and the Notes to the Non-consolidated
Financial Statements in the Non-consolidated Financial Statements; the Consolidated Balance Sheets, theConsolidated Statements of Income, the Consolidated Statements of Changes in Equity, and the Notes to
the Consolidated Financial Statements in the Consolidated Financial Statements; and audit reports.
Therefore, these documents constitute part of the documents audited by the Audit & Supervisory
Committee in preparing the audit report.
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 eight (8) Directors (not including Directors who are Audit & Supervisory
Committee Members)
The terms of office of all seven (7) 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. Accordingly, the Bank proposes the election of eight (8) Directors,
increasing the number of Directors by one (1) in order to enhance 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 the Advisory
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)

Hirokazu Nishi

Male

Managing Director-0Masahiro Yamashita

MaleManaging Director-

0

Hiroaki Mikawa

MaleManaging Director

-

0

-

0

-

0

-

0

Reappointment

6

Teruaki Ito

Male

Katsuhiro Bando

Male

Akira ToyotaMaleNew appointment

7
New appointment

8

Director, Tokushima
Economic ResearchInstitute;
Director, The Awa Bank
Academic and Cultural
Promotion Foundation;
Director, The Awa Bank
Welfare Fund;
Outside Director, Shikoku
Broadcasting Co., Ltd.
Chairman, Tokushima
Prefecture Bankers
Association

Susumu Nagaoka

Reappointment

2

Number of
concurrent
Significant concurrent positions
positions at listedcompanies

Director; General Manager,
Tokushima City Area Branch;
General Manager, Head Office
Sales Division; General
Manager, Ryogokubashi
Branch; General Manager,
Kachidokibashi Branch
Executive Officer; General
Manager, Kanto Area Branch;
General Manager, Tokyo
BranchGeneral Manager, Ikeda
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)(67 years old)Male
Reappointment

1

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)

Attendance at the Boardof Directors' meetings:(Significant concurrent positions)
12/12 (100%)
Director, Tokushima Economic Research Institute
Number of years in
Director, The Awa Bank Academic and Cultural Promotion
office as Director:
Foundation
16 years
Director, The Awa Bank Welfare Fund(At the conclusion of
Outside Director, Shikoku Broadcasting Co., Ltd.
this 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

16,100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)(62 years old)

June 2012
June 2013

Male
Reappointment

2

June 2014
June 2019
Attendance at the Board June 2021

of Directors' meetings:
12/12 (100%)
Number of years in
office as Director:
12 years(At the conclusion ofthis general meeting)

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)(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 thesales division, and is well versed in the business of the Bank.
He has served 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

8,578

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)(53 years old)Male
Reappointment

3

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

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]
Mr. Nishi has extensive work experience in the corporate
5 years(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 since2019, and a Managing Director since 2020, and has properly
executed his duties in these positions. He has been nominatedas a candidate for Director as he is expected to continue tocontribute to the management of the Bank by drawing on thisexperience and knowledge.

2,900

No.

Name
(Date of birth)

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

Masahiro Yamashita(July 16, 1969)(54 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
Branch and General Manager, Minobayashi
BranchJune 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 the Business Management Division)

Male
Reappointment

4

Attendance at the Boardof Directors' meetings:
12/12 (100%)
Number of years in
office as Director:
3 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

5,500

No.

5

Name
(Date of birth)

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
Hiroaki Mikawa
June 2020
Executive Officer; General Manager, Naruto(May 1, 1968)
Branch; General Manager, Otsu Branch(56 years old)
April 2022
Executive Officer; General Manager, Northern
Tokushima Area Branch; General Manager,
Male
Naruto Branch; General Manager, Otsu Branch
Reappointment
June 2022
Director; General Manager, Northern Tokushima
Attendance at the Board
Area Branch; General Manager, Naruto Branch;of Directors' meetings:
General Manager, Otsu Branch
12/12 (100%)
June 2023
Managing Director (current position)
Number of years in(In charge of Credit Division, Securities andoffice as Director:
International Division)

2 years(At the conclusion of [Reason for nomination as a Director candidate]
this general meeting) Mr. Mikawa has extensive work experience in the securities
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 2020, a Director since 2022, and aManaging 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 to continue to contribute to the
management of the Bank by drawing on this experience andknowledge.

Number ofshares of the
Bank held

8,400

No.

6

Name
(Date of birth)

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
Teruaki Ito
Branch(April 26, 1970)(54 years old)
June 2014
General Manager, Higashi Osaka Branch
June 2017
Executive Officer; General Manager, Credit
Male
Division
Reappointment
June 2019
Executive Officer; General Manager, Tokyo
BranchAttendance at the Board
Executive Officer; General Manager, Kanto Areaof Directors' meetings: April 2022
12/12 (100%)
Branch; General Manager, Tokyo Branch
June 2022
Director; General Manager, Tokushima City Area
Number of years in
Branch; General Manager, Head Office Sales
office as Director:
Division, General Manager, Ryogokubashi
2 years(At the conclusion of
Branch; General Manager, Kachidokibashi Branch
this general meeting)(current positions)[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, andhas 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

1,900

No.

7

Name
(Date of birth)

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

Katsuhiro Bando(November 7,
1972)(51 years old)

April 1995
Joined the Bank
February 2011 Section Chief, Human Resources Section, Human
Resources Division
February 2014 General Manager, Naruto Higashi Branch
June 2016
General Manager, Yokohama Branch
June 2019
General Manager, Credit Division
June 2020
Executive Officer; General Manager, Business
Management Division
June 2022
Executive Officer; General Manager, Kanto Area
Branch; General Manager, Tokyo Branch(current positions)Male
New appointment

Attendance at the Board [Reason for nomination as a Director candidate]of Directors' meetings:
Mr. Bando has extensive work experience in the credit andcorporate planning divisions, in addition to the sales division,
Number of years in
and is well versed in the business of the Bank. He has served as
office as Director:
an Executive Officer since 2020 and has properly executed his
duties in this position. 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 andknowledge.

Number ofshares of the
Bank held

3,800

No.

Name
(Date of birth)
Akira Toyota(November 4,
1973)(50 years old)8Male
New appointment

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1996
June 2011

Joined the Bank
Section Chief, Employee Welfare Section, Human
Resources Division
February 2016 General Manager, Kawauchi Branch
June 2018
General Manager, Matsuyama Branch
June 2021
Department Manager, Business Management
Division
April 2022
General Manager, Ikeda Branch(current position)

Attendance at the Board [Reason for nomination as a Director candidate]of Directors' meetings:
Mr. Toyota has extensive work experience in the humanresources and corporate planning divisions, in addition to the
Number of years insales division, and is well versed in the business of the Bank.
office as Director:
He has been nominated as a candidate for Director as he isexpected to continue to contribute to the management of the
Bank by drawing on this experience and knowledge.

Number ofshares of the
Bank held

0(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 2024. 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 five (5) Directors who are Audit & Supervisory Committee Members
The terms of office of Directors who are Audit & Supervisory Committee Members Mr. Hiroshi Sonoki,
Mr. Akira Yonebayashi, Ms. Seiko Noda, and Mr. Masaki Hashizume will expire at the conclusion of thisAnnual General Meeting of Shareholders and Mr. Yasuo Onishi resigned from office as of March 31, 2024.
Therefore, the Bank proposes the election of five (5) 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 the Advisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
CandidateNo.
New appointment

1
Reappointment

2

Reappointment

3
New appointment

4
New appointment

5

Shiro Yamato

Male

Number of
concurrent
positions at listedcompanies

Current positions, etc.
at the Bank

Significant concurrent positions

Managing Director

-

0

0

Name

Seiko Noda

FemaleOutsideIndependent

Director(Audit & Supervisory
Committee Member)

Attorney, Nagasawa & Partners
Auditor, Ichiekai Medical
Association
Specially Appointed Professor,
Hitotsubashi University Schoolof Law

Masaki Hashizume

Male
OutsideIndependent

Director(Audit & Supervisory
Committee Member)

Director, Tokushima Study
Center, The Open University of
Japan

0

Kuniyuki Takegawa

Male
OutsideIndependent-

Certified Public Accountant

0

Noriko Taki

FemaleOutsideIndependent-

Certified Public Accountant
Partner, Licensed Tax
Accountant, Shinwa Accounting
Corporation

0

No.

1

Name
(Date of birth)

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

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
Shiro Yamato
June 2013
Department Manager, Corporate Planning(June 26, 1962)
Division and General Manager, Management(61 years old)
Quality Promotion Division
June
2014
Executive Officer; General Manager, Business
Male
Management Division; General Manager, Value
New appointment
Project Division
Attendance at the Board June 2015
Executive Officer, General Manager, Creditof Directors' meetings:
Division
12/12 (100%)
June 2017Managing Executive Officer; General Manager,
Administration Headquarters
Attendance at the Audit
June
2018
Director; Managing Executive Officer; General& Supervisory
Manager, Administration Headquarters
Committee meetings:
June
2020
Managing
Director; General Manager,
Administration Headquarters
Number of years in(current position)
office as Director:(In charge of Administration Headquarters
6 years(Business Administration Division, Risk
(At the conclusion ofManagement Division))
this general meeting)[Reason for nomination as a Director candidate]
Number of years in
Mr. Yamato has extensive work experience in the human resources,
office as Director who is corporate planning and credit divisions, in addition to the sales
an Audit & Supervisory division, and is well versed in the business of the Bank. He has
Committee Member: served as an Executive Officer since 2014, a Director since 2018 anda Managing Director since 2020, 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 isexpected to be capable of properly performing management
supervision functions as an Audit & Supervisory Committee Member
by drawing on this experience and knowledge.

Number ofshares of the
Bank held

3,240

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1986
December 1992
April 1999

2

Joined the Bank
Retired from the Bank
Registered as an attorney at law
Joined Nagasawa & Partners(current position)
June 2007
Audit & Supervisory Board Member,
TSUMURA & CO.
June 2015
Left office of Audit & Supervisory Board
Seiko Noda
Member, TSUMURA & CO.
(February 17, 1964)
June 2017
Elected as a substitute Director who is an Audit(60 years old)
& Supervisory Committee Member,
TSUMURA & CO. (until June 2023)
FemaleJune
2018
Director who is an Audit & Supervisory
Reappointment
Committee Member, the Bank
Outside(current position)
Independent
July 2021
Auditor, Ichiekai Medical Association
Attendance at the Board(current position)of Directors' meetings: April 2023
Specially Appointed Professor, Hitotsubashi
12/12 (100%)
University School of Law(current
position)
Attendance at the Audit[Reasonfor
nominationasanOutside Director candidate and the& Supervisory
outlineof
expected
roles
as
an
Outside Director]
Committee meetings:
Ms. Noda has extensive legal knowledge and experience as an
14/14 (100%)
attorney at law. Although she has not been directly involved in
Number of years incorporate management, she has been providing appropriate opinions
office as Outsidefrom a fair and impartial perspective, as she served as an Outside
Director:
Audit & Supervisory Board Member of a listed company for eight
6 years(At the conclusion of years since 2007 and has been serving as an Outside Director who is
this general meeting) an Audit & Supervisory Committee Member of the Bank since 2018.
She has been nominated as a candidate for Outside Director who is
Number of years in
an Audit & Supervisory Committee Member as she is expected to be
office as Director who is capable of properly performing management supervision functions
an Audit & Supervisory from an independent perspective drawing on such experience andCommittee Member: knowledge.
6 years
In addition, as a member of the Advisory Committee, she is expected(At the conclusion of to get involved in the committee and provide appropriate advice on
this general meeting) matters related to nomination, compensation, and other areas.
[Notes regarding the outside Director candidate]
The Bank currently engages in business involving financialtransactions with the Ichiekai Medical Association, an organization
for which Ms. Noda serves as an Auditor. While the Association iscategorized as the Bank’s business partner, the Bank has determinedthat this status will have no effect on the impartiality of Ms. Noda
due to the scale and the type of business involved.

Number ofshares of the
Bank held

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1981

3

Joined Nippon Telegraph and Telephone Public
Corporation (currently Nippon Telegraph andTelephone Corporation)
March 1983
Retired from Nippon Telegraph and Telephone
Public Corporation
April 1983
Assistant Professor, College of Industrial
Technology, Tokushima University
January 1990
Assistant Professor, Faculty of Engineering,
Tokushima University
November 1992 Lecturer, Faculty of Engineering, Tokushima
University
January 1997
Associate Professor, Faculty of Engineering,
Tokushima University
March 2005
Professor, Faculty of Engineering, Tokushima
University
Masaki Hashizume(March 31, 1957)
September 2017 Dean, Faculty of Science and Engineering,(67 years old)
Tokushima University
April 2020
Dean, Graduate School of Technology,
Male
Industrial and Social Sciences, Tokushima
Reappointment
University; Dean, Graduate School of Sciences
Outsideand Technology for Innovation, Tokushima
Independent
University
Attendance at the Board March 2022
Retired from Tokushima Universityof Directors' meetings: April 2022
Director,
Tokushima Study Center, The Open
12/12 (100%)
University of Japan(current position)
Attendance at the Audit& Supervisory
June 2022
Director who is an Audit & Supervisory
Committee meetings:
Committee Member, the Bank
14/14 (100%)(current position)[Reason for nomination as an Outside Director candidate and the
Number of years in
office as Outside
outline of expected roles as an Outside Director]

Director:
2 years(At the conclusion ofthis general meeting)

Mr. Hashizume has extensive specialized knowledge as an
academic as well as organizational management experience as
Dean of multiple faculties at Tokushima University. Although
he has not been directly involved in corporate management, heNumber of years in
has been serving as an Outside Director who is an Audit &office as Director who is Supervisory Committee Member of the Bank since 2022 andan Audit & Supervisory
Committee Member: providing appropriate opinions from a fair and impartial
perspective. He has been nominated as a candidate for Outside
2 years(At the conclusion of Director who is an Audit & Supervisory Committee Member as
this general meeting) he is expected to be capable of properly performing
management supervision functions from an independent
perspective drawing on such experience and knowledge.
In addition, as a member of the Advisory Committee, he isexpected to get involved in the committee and provide
appropriate advice on matters related to nomination,compensation, and other areas.
[Notes regarding the outside Director candidate]
The Bank currently engages in business involving financialtransactions with a corporation headed by a close relative of
Mr. Hashizume. While the corporation is categorized as the
Bank’s business partner, the Bank has determined that thisstatus will have no effect on the impartiality of Mr. Hashizume
due to the scale and the type of business involved.

Number ofshares of the
Bank held

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
October 1980

4

Joined Asahi & Co. (currently KPMG AZSA
LLC)
August 1984 Registered as a certified public accountant
July 2004
Head of IT Audit Division, Osaka Office, AZSA
Kuniyuki Takegawa& Co. (currently KPMG AZSA LLC)
(February 14, 1957)(67 years old)
May 2005
Representative Partner, AZSA & Co. (currently
KPMG AZSA LLC)
Male
July 2010
Deputy Head, IT Audit HQ, KPMG AZSA LLC
New appointment
July
2016
Auditor,
KPMG AZSA LLC
OutsideJuly 2017
Member of Management Oversight Committee,
Independent
KPMG AZSA LLC
Attendance at the Board June 2019
Retired from KPMG AZSA LLC
of Directors' meetings: July 2019
Opened Kuniyuki Takegawa Certified Public
Accountant Office(current position)
Attendance at the Audit& Supervisory[Reason for nomination as an Outside Director candidate and theCommittee meetings:
outline of expected roles as an Outside Director]-

Mr. Takegawa has expert knowledge of finance, accounting,and IT and extensive auditing experience including IT audits oflisted companies, etc., as a certified public accountant.
Although he has not been directly involved in corporate
management, he has been nominated as a candidate for Outside
Director who is an Audit & Supervisory Committee Member as
Number of years in
office as Director who is he is expected to be capable of properly performing
an Audit & Supervisory management supervision functions from an independent
Committee Member: perspective drawing on such experience and knowledge.
In addition, as a member of the Advisory Committee, he isexpected to get involved in the committee and provide
appropriate advice on matters related to nomination,compensation, and other areas.
Number of years in
office as Outside
Director:-

Number ofshares of the
Bank held

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bankand significant concurrent positions
April 1992

Joined Osaka Office, Chuo Shinko Audit
Corporation
December 1994 Retired from Chuo Shinko Audit Corporation
April 1995
Registered as a certified public accountant
April 1995
Joined Hoshijima Certified Public Accountant
OfficeApril 1995
Opened Taki Certified Public Accountant
OfficeNoriko Taki(current position)(December 17, 1968)(55 years old)
June 1995
Registered as a licensed tax accountant
December 1998 Retired from Hoshijima Certified Public
FemaleAccountant Office
New appointment
January
2015
Partner, Shinwa Accounting Corporation
Outside(current position)
Independent[Reason for nomination as an Outside Director candidate and the
Attendance at the Board outline of expected roles as an Outside Director]

Number ofshares of the
Bank heldof Directors' meetings:-

5

Ms. Taki has expert knowledge of finance and accounting andextensive experience in auditing small and medium-sized
Attendance at the Audit enterprises and other companies, as a certified public& Supervisoryaccountant and licensed tax accountant. She is also well versed
Committee meetings: in corporate and personal tax affairs. Although she has not been
directly involved in corporate management, she has been
nominated as a candidate for Outside Director who is an Audit
Number of years in& Supervisory Committee Member as she is expected to be
office as Outside
Director:capable of properly performing management supervisionfunctions from an independent perspective drawing on such
experience and knowledge.
Number of years in
office as Director who is In addition, as a member of the Advisory Committee, she is
an Audit & Supervisory expected to get involved in the committee and provide
Committee Member: appropriate advice on matters related to nomination,compensation, and other areas.
[Notes regarding the outside Director candidate]
While the Bank has entered into a legal advisory contract withthe spouse of Ms. Taki, the amount of advisory contract fee issmall. The Bank has therefore determined that this status will
have no effect on the impartiality of Ms. Taki due to the scale
and the type of business involved.

0(Notes)
1. There is no special interest between the Bank and any of the candidates.
2. Ms. Seiko Noda, Mr. Masaki Hashizume, Mr. Kuniyuki Takegawa, and Ms. Noriko Taki are candidates for Outside
Directors.
3. The Bank has registered Ms. Seiko Noda and Mr. Masaki Hashizume as Independent Officers with the Tokyo Stock
Exchange, Inc., and the Bank intends to designate Mr. Kuniyuki Takegawa and Ms. Noriko Taki as Independent Officers
if this proposal is approved.
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 Ms. Seiko Noda and Mr. Masaki Hashizume. Ifthey are reappointed, the agreement with them will be continued. If election of Mr. Shiro Yamato, Mr. Kuniyuki Takegawa,and Ms. Noriko Taki is approved, the Bank plans to enter into the same liability limitation agreement with them. 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 2024. 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.

End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

Name

Current
Corporate
Positions at theManagement FinanceBank& Strategy

SusumuNagaoka

Chairman and
Director(Representative
Director)🗸🗸🗸🗸Takehisa
Fukunaga

President andDirector(Representative
Director)

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

Hirokazu
Nishi
Masahiro
Yamashita
HiroakiMikawaTeruakiIto
Katsuhiro
Bando
Akira
ToyotaShiro
YamatoKatsuya
Hamao
Seiko
Noda
TakeshiYabe
Masaki
Hashizume
Kuniyuki
Takegawa
NorikoTakiManaging
Director
Managing
Director
Managing
DirectorHR,
IT, DX,
Personnel
Legal &
Risk
Systems Management, Compliance Management
Diversity

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

Director

🗸🗸

-

🗸🗸

-

🗸🗸

Managing
Director

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸
🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸
🗸🗸

🗸🗸

🗸🗸

Regional
Revitalization🗸🗸🗸🗸

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

Financial
Strategy &Accounting

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸

🗸🗸
🗸🗸

-(Outside)🗸🗸-(Outside)

🗸🗸

🗸🗸

🗸🗸

🗸🗸

(Notes)1. This Skill Matrix shows the main areas of knowledge, experience, and skills of each Director. It is not intended to show allof the knowledge, experience, and fields of specialization of each Director.
2. Mr. Katsuhiro Bando, Mr. Akira Toyota, Mr. Kuniyuki Takegawa, and Ms. Noriko Taki are candidates for new Directors.
3. Details of each skill are described in the table below.

Item
Corporate Management &Strategy
FinanceFinancial Strategy &Accounting
IT, DX, Systems
HR,
Personnel Management,
Diversity
Legal & Compliance
Risk Management
Regional Revitalization

Skill Definition
Equipped with knowledge, experience, and skills concerning corporate management andcorporate strategy formulation
Equipped with knowledge, experience, and skills concerning fund supply to vitalize local
economies, as well as sales activities to provide solutions and other products and services
Equipped with expertise concerning financial strategy, accounting, and tax affairs
Equipped with knowledge, experience, and skills concerning system planning, operation, andmanagement; digital areas; cybersecurity; and other relevant matters
Equipped with skills that enable the promotion of diversity, equity, and inclusion (DE&I) whileproviding both rewarding jobs and employee-friendly workplaces where diverse humanresources can play an active role, as well as extensive knowledge and experience in humanresource development and management
Equipped with knowledge, experience, and skills concerning laws, various kinds of regulations,and compliance
Equipped with knowledge, experience, and skills for risk management, loan management, andindustry and company analysis
Equipped with knowledge, experience, and skills to “achieve affluent local communities,”
which is part of the meaning of the Bank’s existence.