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 other formsof damages arising from the translations.
(Securities Code: 8386)
June 5, 2024
(Start Date of Measures for Electronic Provision: May 29, 2024)
To Shareholders with Voting Rights:
Masashi Mori
President
The Hyakujushi Bank, Ltd.
5-1, Kamei-cho, Takamatsu,
Kagawa, JapanNOTICE OF CONVOCATION OF
THE 155TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that we will hold the 155th Annual General Meeting of Shareholders (the“Meeting”) of The Hyakujushi Bank, Ltd. (the “Bank”). The Meeting will be held for the purposes as described
below.
In convening the Meeting, we have taken measures for electronic provision, posting information contained in
the Reference Documents for the General Meeting of Shareholders (the “matters subject to measures forelectronic provision”) on our website on the Internet as “NOTICE OF CONVOCATION OF THE 155TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS.”
The Bank’s website
https://www.114bank.co.jp/ir/annual_report_shareholders_meeting/
The matters subject to measures for electronic provision are also posted on the website of Tokyo Stock
Exchange (TSE) on the Internet. Please access the TSE website (Listed Company Search) below, enter“Hyakujushi Bank” in the “Issue name (company name)” or “8386” in the “Code” and click “Search,” and thenselect “Basic information” followed by “Documents for public inspection/PR information” to view such matters.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the Meeting, you can exercise your voting rights via the Internet or in writing (bypost). Please review the Reference Documents for the General Meeting of Shareholders included in the matterssubject to measures for electronic provision and exercise your voting rights by 5:00 p.m. on Wednesday, June
26, 2024, Japan Standard time (JST) following the Instructions for the Exercise of Voting Rights.

11. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. JST

2. Place:

5F Hall, Head Office of the Bank, 5-1, Kamei-cho, Takamatsu, Kagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and the Non-consolidated Financial Statements for the
Bank’s 155th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. The Consolidated Financial Statements for the Bank’s 155th Fiscal Year(from April 1, 2023 to March 31, 2024) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit
and Supervisory Committee

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of One (1) Director serving as an Audit and Supervisory Committee
Member2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Concerning the appropriation of surplus, under the Bank’s basic policy of providing dividends by consideringa stable return of profits to the shareholders, upon a comprehensive deliberation on the degree of enhancementof internal reserve, profitability condition, and management environment, etc., the Bank proposes that the yearend dividends for the fiscal year under review be paid as follows.
1. Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount55 yen per share of common stock, for a total of 1,577,887,795 yen
As a result, dividends to be paid for the full year, including the interim dividend (35 yen per share)already paid, will be 90 yen per share (an increase of 15 yen year over year).
(3) Effective date of distribution of surplus
June 28, 2024
2. Other matters concerning the appropriation of surplus(1) Item and amount of surplus to be increased
General reserve(2) Item and amount of surplus to be decreased
Retained earnings brought forward

3

6,000,000,000 yen
6,000,000,000 yen

Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit and Supervisory
Committee Members; hereinafter the same applies within this proposal) will expire at the close of this Meeting.
Therefore, the election of eight (8) Directors is proposed.
The Audit and Supervisory Committee has considered the proposal and came to the conclusion that there wereno special matters that needed to be presented at the General Meeting of Shareholders in accordance with theCompanies Act.
The candidates for Director are as follows:
No.

Name

Current position, etc. at the Bank
ChairmanBoard
attendance
12/12(100%)
12/12(100%)

1

Yujiro Ayada(Reappointment) (Male)

2

Masashi Mori

(Reappointment) (Male)

3

Kiichiro Oyama(Reappointment) (Male)

4

Masakazu Toyoshima(Reappointment) (Male)

5

Hiroyuki Kurokawa(Reappointment) (Male)

6

Kazuhito Tada

(Reappointment) (Male)

Director and Managing Executive
Officer

12/12(100%)

7

Hiroshi Suga

(New appointment) (Male)Managing Executive Officer―

8

Masaaki Iwane(New appointment) (Male)Managing Executive Officer―

President(Representative Director)
Director and Senior Managing
Executive Officer(Representative Director)
Director, Senior Managing Executive
Officer and CCO(Representative Director)
Director and Managing Executive
Officer

12/12(100%)
12/12(100%)
12/12(100%)

1. The Board of Directors decided each candidate for Director upon the deliberation and reporting of theNomination and Remuneration Governance Committee, which is chaired by an Outside Director who is an
Independent Director, and comprising a majority of Outside Directors who are Independent Directors.
2. The CCO (Chief Compliance Officer) provides centralized management of the overall compliance of the
Bank.

4

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1982
Mar. 2006

1

Number of Number ofyears inshares ofBoard
office as
the Bank attendanceDirector
held

Joined the Bank
General Manager, Ritsurin Branch,
the Bank
Apr. 2008 General Manager, Nagoya Branch,
the Bank
Apr. 2010 General Manager, Business
Management Division, the Bank
Apr. 2012 Executive Officer and General
Manager, Tokyo Branch andYujiro Ayada
General Manager in charge of(May 10, 1959)
9 years (atTokyo Public Affairs, the Bank(65)
the close ofApr. 2014 Managing Executive Officer, the
this
Bank
Reappointment
Meeting)
Jun. 2015 Director and Managing Executive
Officer, the Bank
(Male)
Apr. 2016 Director and Senior Managing
Executive Officer, the Bank
Apr. 2017 Director and President, the Bank
Apr. 2024 Chairman, the Bank (to present)(Significant concurrent position)
Chairman, Takamatsu Chamber of Commerceand Industry

52,866
shares12/12(100%)

Reasons for nomination as a candidate for Director
Yujiro Ayada has engaged in the overall management of the Bank for many years, has a wealth ofexperience, and possesses vast knowledge about overall banking operations. Serving as President
from Apr. 2017 and serving as Chairman since Apr. 2024, he has been demonstrating his
management capability and appropriately fulfilling his responsibilities and duties. The Bank has
determined that he can be expected to effectively strengthen the Board of Directors’ decision-making
function and monitoring/supervisory function to achieve the Bank’s sustained growth and enhance its
corporate value over the medium- to long-term. Therefore, the Bank requests his election as Director.

5

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1989
Oct. 2013

2

Number of Number ofyears inshares ofBoard
office as
the Bank attendanceDirector
held

Joined the Bank
General Manager, Akashi Branch,
the Bank
Apr. 2016 Assistant General Manager, Credit
Supervision Division, the Bank
Apr. 2018 General Manager, Executive
Secretariat Office, the Bank
Apr. 2020 General Manager, Business
Strategy Division, the Bank
Masashi Mori
(Nov. 27, 1966) Apr. 2021 Executive Officer and General
2 years (atManager, Corporate Planning(57)
the close of
Division, the Bank
this
Reappointment Apr. 2022 Managing Executive Officer, theMeeting)
Bank
Jun. 2022 Director and Managing Executive(Male)
Officer, the Bank
Apr. 2024 Director and President, the Bank
(to present)(Responsibility)
Auditing Division(Significant concurrent position)
Chairman, Kagawa Prefecture Bankers
Association
Reasons for nomination as a candidate for Director

1,829
shares12/12(100%)

Masashi Mori has a wealth of work experience gained by serving as General Manager at sales
branch and engaging in Corporate Planning Sector, Marketing Sector, Credit Supervision Sector, andother functions, and is well-versed in overall bank management. Serving as President since Apr.
2024, he has been demonstrating his management capability and appropriately fulfilling his
responsibilities and duties. The Bank has determined that he can be expected to effectively strengthen
the Board of Directors’ decision-making function and monitoring/supervisory function to achieve theBank’s sustained growth and enhance its corporate value over the medium- to long-term. Therefore,
the Bank requests his election as Director.

6

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1983
Jul. 2007

3

Number of Number ofyears inshares ofBoard
office as
the Bank attendanceDirector
held

Joined the Bank
Deputy General Manager, Tokyo
Branch, the Bank
Jul. 2008 Deputy General Manager, Central
Business Division, the Bank
Apr. 2011 General Manager, Hiroshima
Branch, the Bank
Apr. 2013 Deputy General Manager,
Business Management Division,
Kiichiro Oyama
the Bank(Jun. 25, 1959)
Apr. 2014 Executive Officer and General
7 years (at(65)
Manager, Okayama Branch, the the close of
Bank
this
Reappointment
Apr. 2017 Managing Executive Officer, the Meeting)Bank(Male)
Jun. 2017 Director and Managing Executive
Officer, the Bank
Apr. 2021 Director and Senior Managing
Executive Officer, the Bank (topresent)(Responsibilities)
Supervisor of Market Sector and Marketing
Related Sector, Business Strategy Division andBusiness Support Division
Reasons for nomination as a candidate for Director

5,253
shares12/12(100%)

Kiichiro Oyama has a wealth of work experience gained by serving as General Manager at sales
branches and engaging in Marketing Sector and other functions, and is well-versed in banking
operations. At present, leveraging the wealth of experience and insights, he is supervising Market
Sector and Marketing Related Sector, and is appropriately fulfilling his responsibilities and duties.
The Bank has determined that he can be expected to effectively strengthen the Board of Directors’decision-making function and monitoring/supervisory function to achieve the Bank’s sustained
growth and enhance its corporate value over the medium- to long-term. Therefore, the Bank requests
his election as Director.

7

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1985
Oct. 2011

4

Number of Number ofyears inshares ofBoard
office as
the Bank attendanceDirector
held

Joined the Bank
Deputy General Manager,
Business Management Division,
the Bank
Apr. 2012 Deputy General Manager, Credit
Supervision Division, the Bank
Apr. 2013 General Manager, Corporate
Planning Division, the Bank
Masakazu
Apr. 2015 Executive Officer and General
Toyoshima
Manager, Corporate Planning
7 years (at(Mar. 5, 1963)
Division, the Bank
the close of(61)
Apr. 2017 Managing Executive Officer, the
this
Bank
Meeting)
Reappointment
Jun. 2017 Director and Managing Executive
Officer, the Bank
(Male)
Apr. 2024 Director, Senior Managing
Executive Officer and CCO, theBank (to present)(Responsibilities)
Supervisor of Corporate Administration Sector,
Risk Control Division, Compliance Management
Division, Operations Supervision Division andCentral Operations Division
Reasons for nomination as a candidate for Director

5,651
shares12/12(100%)

Masakazu Toyoshima has a wealth of work experience gained by engaging in Corporate Planning
Sector, Risk Management Sector, Information Systems Sector, Credit Supervision Sector and otherfunctions, and is well-versed in banking operations. At present, leveraging the wealth of experienceand insights, he is supervising Corporate Administration Sector while concurrently serving as Chief
Compliance Officer (CCO), and is appropriately fulfilling his responsibilities and duties. The Bank
has determined that he can be expected to effectively strengthen the Board of Directors’ decisionmaking function and monitoring/supervisory function to achieve the Bank’s sustained growth andenhance its corporate value over the medium- to long-term. Therefore, the Bank requests his election
as Director.

8

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1986
Jan. 2009

5

Number of Number ofyears inshares ofBoard
office as
the Bank attendanceDirector
held

Joined the Bank
Deputy General Manager, Tokyo
Branch, the Bank
Apr. 2011 General Manager, Fukuoka
Branch, the Bank
Hiroyuki
Apr. 2014 Deputy General Manager, Credit
Kurokawa
Supervision Division, the Bank
5 years (at(May 31, 1962)
Apr. 2016 Executive Officer and General
the close of(62)
Manager, Tokyo Branch andthis
General Manager in charge of
Meeting)
Reappointment
Tokyo Public Affairs, the Bank
Apr. 2019 Managing Executive Officer, the(Male)
Bank
Jun. 2019 Director and Managing Executive
Officer, the Bank (to present)(Responsibility)
Credit Supervision Division
Reasons for nomination as a candidate for Director

5,300
shares12/12(100%)

Hiroyuki Kurokawa has a wealth of work experience gained by serving as General Manager at sales
branches and engaging in Credit Supervision Sector and other functions, and is well-versed inbanking operations. Leveraging the wealth of experience and insights, he was in charge of theTreasury and International Division after becoming Director, and is currently in charge of Credit
Supervision Division and appropriately fulfilling his responsibilities and duties. The Bank has
determined that he can be expected to effectively strengthen the Board of Directors’ decision-making
function and monitoring/supervisory function to achieve the Bank’s sustained growth and enhance its
corporate value over the medium- to long-term. Therefore, the Bank requests his election as Director.

9

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1990
Apr. 2015

6

Number of Number ofyears inshares ofBoard
office as
the Bank attendanceDirector
held

Joined the Bank
General Manager, Matsuyama
Branch, the Bank
Apr. 2017 General Manager, Kobe Branch,
the Bank
Apr. 2019 Executive Officer and General
Manager, Tokyo Branch andKazuhito Tada
General Manager in charge of(Feb. 25, 1968)
Tokyo Public Affairs, the Bank
2 years (at(56)
Apr. 2021 Executive Officer and General
the close ofManager, Business Strategy
thisReappointment
Division, the Bank
Meeting)
Apr. 2022 Managing Executive Officer, the(Male)
Bank
Jun. 2022 Director and Managing Executive
Officer, the Bank (to present)(Responsibilities)
Treasury and International Division, General
Administration Division and Executive
Secretariat Office
Reasons for nomination as a candidate for Director

2,110
shares12/12(100%)

Kazuhito Tada has a wealth of work experience gained by serving as General Manager at sales
branches and engaging in Marketing Sector and other functions, and is well-versed in banking
operations. Leveraging the wealth of experience and insights, he is in charge of Treasury andInternational Division, General Administration Division, and Executive Secretariat Office after
becoming Director, and is appropriately fulfilling his responsibilities and duties. The Bank has
determined that he can be expected to effectively strengthen the Board of Directors’ decision-making
function and monitoring/supervisory function to achieve the Bank’s sustained growth and enhance its
corporate value over the medium- to long-term. Therefore, the Bank requests his election as Director.

10

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1988
Apr. 2014

7

Joined the Bank
General Manager, Fukuoka
Branch, the Bank
Apr. 2017 General Manager, Marugame
Branch, the Bank
Hiroshi Suga
(Aug. 13, 1965) Apr. 2019 Executive Officer and General
Manager, Marugame Branch, the
(58)
Bank
Apr. 2021 Executive Officer and General
NewManager, Imabari Branch, theappointment
Bank
Apr. 2024 Managing Executive Officer, the(Male)
Bank (to present)(Responsibilities)
Consulting Division, Regional Vitalization
Division and Retail Business Promotion Division
Reasons for nomination as a candidate for Director

Number of Number ofyears inshares ofBoard
office as the Bank attendanceDirectorheld― years

1,910
shares―Hiroshi Suga has a wealth of work experience gained by serving as General Manager at sales
branches in and outside Kagawa prefecture and engaging in other functions, and is well-versed inbanking operations. He has served as Managing Executive Officer since Apr. 2024. He is currently incharge of Consulting Division, Regional Vitalization Division, and Retail Business Promotion
Division, and is appropriately fulfilling his responsibilities and duties. The Bank has determined that
he can be expected to effectively strengthen the Board of Directors’ decision-making function andmonitoring/supervisory function by leveraging his wealth of experience in Marketing Sector andother functions to achieve the Bank’s sustained growth and enhance its corporate value over the
medium- to long-term. Therefore, the Bank requests his election as Director.

11

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1994
Oct. 2016

8

Joined the Bank
General Manager, Mizushima
Branch, the Bank
Apr. 2020 General Manager, Executive
Masaaki Iwane
Secretariat Office, the Bank
(Sep. 20, 1971)
Apr. 2022 General Manager, Treasury and(52)
International Division, the Bank
Apr. 2023 Executive Officer and General
NewManager, Treasury andappointment
International Division, the Bank
Apr. 2024 Managing Executive Officer, the(Male)
Bank (to present)(Responsibilities)
Corporate Planning Division, Digital Innovation
Division and Personnel Division
Reasons for nomination as a candidate for Director

Number of Number ofyears inshares ofBoard
office as the Bank attendanceDirectorheld― years

1,100
shares

―

Masaaki Iwane is leveraging his wealth of experience and insights gained by serving as General
Manager at a sales branch and engaging in Market Sector and other functions, and is well-versed inbanking operations. He has served as Managing Executive Officer since Apr. 2024. He is currently incharge of Corporate Planning Division, Digital Innovation Division, and Personnel Division, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he can be
expected to effectively strengthen the Board of Directors’ decision-making function andmonitoring/supervisory function by leveraging his wealth of experience in Investment Management
Sector and other functions to achieve the Bank’s sustained growth and enhance its corporate value overthe medium- to long-term. Therefore, the Bank requests his election as Director.
(Notes)1. There are no special interests between the Bank and the candidates for Directors.
2. The Bank has concluded a directors and officers liability insurance policy as outlined below with aninsurance company, and will renew it in June 2024. Of the candidates for Director submitted in this
proposal, those proposed to be reappointed are already covered by this policy and will continue to becovered after being elected. Those proposed to be newly appointed will be covered by this policy after
being elected.
 Percentage of premiums actually paid by the insured
The premiums for the policy and riders are paid by the Bank. Thus, the insured do not actually pay
any of the premiums.
 Outline of insurance events covered
The policy, together with the riders, covers losses that may arise due to an insured Director
assuming responsibility for the execution of their duties or receiving claims related to the pursuitof such responsibility. However, there are certain exclusions such as acts committed knowing thatthey were in violation of laws and regulations.
In addition, the policy contains provisions regarding deductibles and coinsurance, thereby
requiring the insured to bear a certain proportion of the losses.

12

Proposal No. 3: Election of One (1) Director serving as an Audit and Supervisory
Committee Member
Nobuyuki Souda, Director serving as an Audit and Supervisory Committee Member, will resign at the close ofthis Meeting. Accordingly, the election of one (1) Director serving as an Audit and Supervisory Committee
Member, as a substitute of the resigning Director, is proposed.
The term of office of the Director serving as an Audit and Supervisory Committee Member elected as a substitutewill continue until the term of office of the predecessor expires, meaning it will expire at the close of the Annual
General Meeting of Shareholders to be held in June 2025, as provided for in the Articles of Incorporation of theBank.
The Bank has obtained the approval of the Audit and Supervisory Committee to submit this proposal.
The candidate for Director serving as an Audit and Supervisory Committee Member is as follows:

No.

Name
(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 1985

NumberNumber ofof shares
Attendance
years inof theofficeBank held

Joined Nippon Life Insurance
Company
Jul. 2014 Director and Executive Officer,
Nippon Life Insurance Company
Mar. 2016 Director and Managing Executive
Officer, Nippon Life Insurance
Company
Apr. 2017 Representative Director andPresident, Nissay Information
Technology Co., Ltd. (retired inMar. 2019)
Seiji Kito
Director(Nov. 3, 1962) Mar. 2019 Senior Managing Executive
serving as
Officer, Nippon Life Insurance(61)
Board ofan Audit andCompany
Supervisory
Directors:―
Mar. 2021 Executive Vice President, Nippon
New
Committee
Life Insurance Company
appointment
Member: 0 shares Audit and(Independent Jul. 2021 Director and Executive Vice
― years
Supervisory
President, Nippon Life Insurance
Director)
Committee:
Company(Outside
Outside―Mar. 2022 Representative Director andDirector)
Director:
Executive Vice President, Nippon― years
Life Insurance Company(Male)
Mar. 2023 Director, Nippon Life Insurance
Company (retired in Jul. 2023)
Jun. 2023 Chief Director, Nissay Culture
Foundation (to present)
Chief Director, Tokyo Opera City
Cultural Foundation (to present)(Significant concurrent positions)Chief Director, Nissay Culture Foundation
Chief Director, Tokyo Opera City Cultural
Foundation
Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Seiji Kito has ample experience as a corporate manager at Nippon Life Insurance Company and Nissay
Information Technology Co., Ltd., possesses a wealth of knowledge in particular of finance, legal affairs,

13compliance, risk management and information systems, and has excellent personality and insights.
Valuing his ability and experience highly, the Bank has determined that he will contribute to management
supervision as an Audit and Supervisory Committee Member with an independent standpoint. If elected,
he is expected to play the role of providing guidance and suggestions that facilitate the Bank’s
management, drawing on his experience and knowledge as a corporate manager. For that reason, the Bank
requests his election as Outside Director serving as an Audit and Supervisory Committee Member.

Note on the candidate for Outside Director
Seiji Kito is a former affiliate of Nippon Life Insurance Company and Nissay Information Technology
Co., Ltd. Whereas the Bank has ordinary banking transactions and other transactions with the twocompanies, the ratio of the respective companies’ net sales to the Bank against their respective total
consolidated net sales for the business year was less than 2%; and the ratio of the Bank’s consolidated
gross profit by transactions with the respective companies against its total consolidated gross profit for thelatest business year was also less than 2%. Therefore, the Bank determines that this factor does not affecthis independence.
It has already been 10 months since Seiji Kito retired from Nippon Life Insurance Company and five
years and two months since he retired from Nissay Information Technology Co., Ltd. The Bank has notransaction with Nissay Culture Foundation and Tokyo Opera City Cultural Foundation in the fiscal year.

(Notes)1. There are no special interests between the Bank and the candidate for Director serving as an Audit andSupervisory Committee Member.
2. Seiji Kito is a candidate for Outside Director. If his election is approved, the Bank will register him as an
Independent Director with the Tokyo Stock Exchange.
3. If the election of Seiji Kito, a newly appointed candidate, is approved, the Bank will conclude an agreementwith him to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act to theamount of the minimum liability stipulated in Article 425, Paragraph 1 of said Act, in case he has acted ingood faith and has not been grossly negligent in performing his duties with respect to the responsibilities
set forth in Article 423, Paragraph 1 of said Act.
4. The Bank has concluded a directors and officers liability insurance policy as outlined below with aninsurance company, and the candidate proposed to be newly appointed will be insured after being elected.
 Percentage of premiums actually paid by the insured
The premiums for the policy and riders are paid by the Bank. Thus, the insured do not actually pay
any of the premiums.
 Outline of insurance events covered
The policy, together with the riders, covers losses that may arise due to an insured Director
assuming responsibility for the execution of their duties or receiving claims related to the pursuit ofsuch responsibility. However, there are certain exclusions such as acts committed knowing thatthey were in violation of laws and regulations.
In addition, the policy contains provisions regarding deductibles and coinsurance, thereby
requiring the insured to bear a certain proportion of the losses.

14

(Reference)

Criteria for Independence of Outside Directors of the Bank
An Outside Director who has independence in the criteria here shall be a person who meets the legal andregulatory requirements as an Outside Director and, at the same time, does not correspond to any of thefollowings either currently or recently (Note 1).
1.

2.

3.
4.

5.

A major customer (Note 2)
1) A person for which the Bank is a major customer or a person who executes business (a person who
executes business prescribed in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of
the Companies Act) if such person is a corporation or other organization (hereinafter referred to as“corporation, etc.”).
2) A major customer or a person who executes business of a major customer if such person is a
corporation, etc.
A professional
1) A consultant, an accounting professional or a legal professional who obtains money or other properties
of not less than 10 million yen per year as an average for the last three years from the Bank, excluding
compensations for Director or Executive Officer.
2) A person belonging to a corporation, etc. that provides professional services such as a consulting firm,an accounting firm, or a law firm, etc. that obtains money or other benefits of not less than 10 million
yen per year as an average for the last three years from the Bank.
Donations
A person or a person who executes business thereof if such person is a “corporation, etc.” who receives
money or other benefits of not less than 10 million yen per year as an average for the last three years.
A major shareholder
A major shareholder of the Bank (a shareholder with more than 5% of the voting rights of the Bank) or, if
such shareholder is a “corporation, etc.,” a person who executes business thereof (including a major
shareholder or a person who executes business thereof within the last three years).
A close relative
A close relative (a spouse or a relative within the second degree of kinship) of any person listed in thefollowing [important (Note 3) persons]:
1) Those who correspond to the items 1 to 4 above.
2) Directors, Audit & Supervisory Board Members, Executive Officers and employees of the Bank or its
group companies (subsidiary companies and subsidiary corporations, etc. based on the classificationof the Banking Act).

Note 1: Definition of “recently”
 “Recently” refers to the period of time that can be deemed to be the present. For example, a person
who was a major customer at the time when the content of the proposal of nomination as Outside
Director was determined does not have independence.
Note 2: Definition of “a major customer”
 “A person for which the Bank is a major customer” refers to a case in which the ratio of the person’s
net sales to the Bank against his or her total consolidated net sales for the business year is 2% ormore.
 “A major customer of the Bank” refers to a case in which the ratio of the Bank’s consolidated grossprofit by transactions with the person against its total consolidated gross profit for the latest businessyear is 2% or more.
Note 3: Examples of “important” persons
 Persons in positions equivalent to an officer or manager of each company.
 In cases of accounting experts or legal experts, those who hold professional qualifications.

15

(Reference)Skills Matrix of the Board of Directors after the General Meeting of

Shareholders (Planned)

The table below shows expertise and experience each Director particularly has in the areas specified by the Bank
to improve the effectiveness of the Board of Directors. The following skills matrix of the Board of Directors
assumes that the candidates for Directors listed in the notice of convocation are elected as proposed.
The Board of Directors consists of Internal Directors well-versed in banking operations and Outside Directors
possessing a wealth of experience and extensive expertise outside the company, which makes the compositionof the Board well-balanced and diverse in terms of knowledge, experience and abilities.
<Internal Directors (Executive Directors and Audit and Supervisory Committee Members)>
Expected areas
Management
Name of Director
Risk
Human
IT/DX
Investment
Bank
control/management resources strategy management sales
sustainability
YujiroInternal
●
●
●
●
Ayada
Male
MasashiInternal
●
●
●
●
●
Mori
Male
KiichiroInternal
●
●
●
Oyama
male
Masakazu
Internal●●●
Toyoshima
Male
HiroyukiInternal●●
Kurokawa
Male
KazuhitoInternal
●
●
●
Tada
Male
HiroshiInternal
●
Suga
Male
MasaakiInternal
●
●
●
●
Iwane
Male
KazuhiroInternal●●
Kumihashi
Male
TatsuyaInternal●●●●
SakumaMale

Creditassessment
●
●

●
●

(Reasons for selection of each skill category)
Name of skill category
Reasons for selection
Management
Continued growth and development in the changing business environment requires
control/sustainability
insight and experience regarding management control and sustainability management.
Continued improvement of corporate value requires insight and experience in
Risk management
appropriately managing various risks.
Sustainability management requires insight and experience regarding human resource
Human resources
mobilization.
Value creation using digital technology requires insight in information technology and
IT/DX strategy
understanding and facilitation of digital transformation.
Serving as the local financial infrastructure requires insight and experience regarding
Investment management securities investment management and an ability to make appropriate investment
decisions.
Serving as the local financial infrastructure requires insight regarding bank sales
Bank sales
activities and experience as a sales branch general manager.
Serving as the local financial infrastructure requires insight and experience regarding
Credit assessment
corporate analysis and assessment and an ability to make appropriate credit decisions
and provide appropriate corporate support services.
(Note)
The above skills matrix does not represent all the expertise and experience each Director has.
16

<Outside Directors (Audit and Supervisory Committee Members)>
Expected areas
Name of Director

YasukoYamadaTomokoFujimoto
Noriyuki
KonishiYasushiMarumori
Seiji Kito

Outside Director
FemaleIndependent Director
Outside Director
FemaleIndependent Director
Outside Director
Male
Independent Director
Outside Director
Male
Independent Director
Outside Director
Male
Independent Director

Corporate
management/sustainability

FinanceFinancial andaccounting

Legalaffairs●

Regional
revitalization
●

●

●

●

●

●

●

●

●

●

●

(Reasons for selection of each skill category)
Name of skill category
Corporate
management/sustainability
FinanceFinancial and accounting
Legal affairs
Regional revitalization

Reasons for selection
Continued growth and development in the changing business environment
requires insight and experience regarding management control and sustainability
management.
Making contributions to expanding business value in the finance industry requires
insight and experience regarding the industry.
Effective audit and supervision of financial strategies, etc. requires insight andexperience in the financial and accounting fields.
Continued improvement of corporate value requires insight and experience
regarding appropriate risk management and human rights protection based on
legal knowledge.
Realization of the Bank’s corporate vision, “prosper together with customers andcommunities” requires insight and experience contributing to the regional
revitalization.

(Note)
The above skills matrix does not represent all the expertise and experience each Director has.

End of document17