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 7, 2022
To Shareholders with Voting Rights:
Yujiro Ayada
President
The Hyakujushi Bank, Ltd.
5-1, Kamei-cho, Takamatsu,
Kagawa, JapanNOTICE OF CONVOCATION OF
THE 153RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you that we will hold the 153rd 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.
From the perspective of preventing the spread of the coronavirus disease (COVID-19) infection, we would
like to strongly encourage our shareholders to exercise their voting rights prior to the Meeting either in writingby submitting the Voting Rights Exercise Form by post or via the Internet, rather than attending the Meeting inperson. Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter)and exercise your voting rights in accordance with “Exercise of Voting Rights” by 5:00 p.m. on Tuesday, June
28, 2022, Japan Standard time (JST).
1. Date and Time:

Wednesday, June 29, 2022 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 153rd Fiscal Year (from April 1, 2021 to March 31, 2022)
2. The Consolidated Financial Statements for the Bank’s 153rd Fiscal Year(from April 1, 2021 to March 31, 2022) and results of audits of theConsolidated Financial Statements by the Accounting Auditors and the Audit
and Supervisory Committee
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
Proposal No. 4: Election of One (1) Director serving as an Audit and Supervisory Committee
Member1

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 byconsidering a stable return of profits to the shareholders, upon a comprehensive deliberation on the degree ofenhancement of internal reserve, profitability condition, and management environment, etc., the Bank proposesthat the year-end 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 amount40 yen per share of common stock, for a total of 1,183,230,560 yen(3) Effective date of distribution of surplus
June 30, 2022
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 forward2

5,000,000,000 yen
5,000,000,000 yen

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Bank shall be amended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope of mattersdescribed in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents for thegeneral meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.

(Note: Proposed amendments are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 17 The Bank may, when convening ageneral meeting of shareholders, deem that it has
provided shareholders with information onmatters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements by disclosing the same via the Internet
as provided by laws and regulations.

(Deleted)(Measures for Electronic Provision, Etc.)(Newly established)

Article 17 The Bank shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Bank may choose not to include all or part ofthe matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent
to shareholders who have requested it by therecord date for voting rights.

(Newly established)3

Current Articles of Incorporation(Newly established)

Proposed Amendments(Supplementary provisions)
1. The amendment to Article 17 of the Articles ofIncorporation shall come into effect on
September 1, 2022, the date of enforcement of
the amended provisions stipulated in the proviso
of Article 1 of the supplementary provisions of
the Act Partially Amending the Companies Act(Act No. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of
the Articles of Incorporation before amendment
shall remain in force with respect to a general
meeting of shareholders to be held on a datewithin six months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders referred
to in the preceding paragraph, whichever is later.

4

Proposal No. 3: 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

1

Yujiro Ayada(Reappointment)

2

Ryohei Kagawa(Reappointment)

3

Kiichiro Oyama(Reappointment)

4

Masakazu Toyoshima(Reappointment)

5

Hiroyuki Kurokawa

6

President(Representative Director)

Board
attendance
12/12(100%)

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

12/12(100%)

12/12(100%)(Reappointment)

Director and Managing Executive
Officer

12/12(100%)

Hideaki Kanamoto(Reappointment)

Director and Managing Executive
Officer

9/9(100%)

7

Kazuhito Tada

(New appointment)

Managing Executive Officer―

8

Masashi Mori

(New appointment)

Managing Executive Officer

―

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.

5

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector

Apr. 1982 Joined the Bank
Mar. 2006 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 andGeneral Manager in charge of
Yujiro Ayada
7 years (atTokyo Public Affairs, the Bank(May 10, 1959)
the close ofApr. 2014 Managing Executive Officer, the
(63)
this
Bank
Meeting)
Reappointment Jun. 2015 Director and Managing Executive
Officer, the Bank
Apr. 2016 Director and Senior Managing
Executive Officer, the Bank
Apr. 2017 President, the Bank (to present)
1(Responsibility)
Auditing Division(Significant concurrent position)
Chairman, Kagawa Prefecture Bankers
Association

51,566
shares12/12(100%)

Reasons for nomination as a candidate for Director
Yujiro Ayada has served as Director and Managing Executive Officer since Jun. 2015, Director andSenior Managing Executive Officer since Apr. 2016, and President since Apr. 2017 after having
served as General Manager of Business Management Division, and General Manager of Tokyo
Branch, etc. He has demonstrated strong management capability in overall bank management, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he can contributeto the development of the Bank with his wealth of knowledge, broad experience, and excellent
judgment and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

6

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector

Apr. 1982 Joined the Bank
Apr. 2010 General Manager, Corporate
Planning Division, the Bank
Apr. 2012 Executive Officer and General
Manager, Kobe Branch, the Bank
Apr. 2014 Managing Executive Officer, theBank
Jun. 2014 Director and Managing Executive
Officer, the Bank
Apr. 2016 Director and Senior Managing
Ryohei Kagawa
Executive Officer, the Bank
8 years (at(Nov. 21, 1958)
Apr. 2019 Director, Senior Managing
the close of(63)
Executive Officer and CCO, the
this
Bank
Meeting)
Reappointment
Apr. 2021 Director, Deputy President and
CCO, the Bank (to present)(Responsibilities)
Supervisor of Corporate Administration Sector
Compliance Management Division and Executive
2
Secretariat Office(Significant concurrent position)
Outside Director (Audit and Supervisory
Committee Member), Shikoku Electric Power
Co., Inc.
Reasons for nomination as a candidate for Director

5,077
shares12/12(100%)

Ryohei Kagawa has served as Director and Managing Executive Officer since Jun. 2014, Director
and Senior Managing Executive Officer since Apr. 2016, and Director and Deputy President since
Apr. 2021 after having served as General Manager of Corporate Planning Division, and General
Manager of Kobe Branch, etc. At present, he is supervising the Bank’s Corporate Administration
Sector while concurrently serving as Chief Compliance Officer (CCO) since Apr. 2019, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he can contributeto the development of the Bank with his wealth of knowledge and experience, and extensive insight,
and be expected to strengthen the Board of Directors’ decision-making and monitoring/supervisory
functions. Therefore, the Bank requests his election as Director.

7

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector

Apr. 1983 Joined the Bank
Jul. 2007 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,
the Bank
Kiichiro Oyama Apr. 2014 Executive Officer and General
5 years (at(Jun. 25, 1959)
Manager, Okayama Branch, thethe close of
(63)
Bank
this
Apr. 2017 Managing Executive Officer, theMeeting)
Reappointment
Bank
Jun. 2017 Director and Managing Executive
Officer, the Bank
Apr. 2021 Director and Senior Managing
Executive Officer, the Bank (to3present)(Responsibilities)
Supervisor of Market Sector and Marketing
Related Sector
Business Strategy Division and Business Support
Division
Reasons for nomination as a candidate for Director

3,753
shares12/12(100%)

Kiichiro Oyama has served as Director and Managing Executive Officer since Jun. 2017 andDirector and Senior Managing Executive Officer since Apr. 2021 after having served as General
Manager of Hiroshima Branch, Deputy General Manager of Business Management Division, andGeneral Manager of Okayama Branch, etc. At present, he is supervising the Bank’s Market Sector andMarketing Related Sector, and is appropriately fulfilling his responsibilities and duties. The Bank has
determined that he can contribute to the development of the Bank with his wealth of knowledge andexperience of the marketing field and be expected to strengthen the Board of Directors’ decisionmaking and monitoring/supervisory functions. Therefore, the Bank requests his election as Director.

8

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector

Apr. 1985 Joined the Bank
Oct. 2011 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
5 years (atManager, Corporate Planning(Mar. 5, 1963)
the close of
Division, the Bank
(59)
this
Apr. 2017 Managing Executive Officer, theMeeting)Bank
Reappointment
Jun. 2017 Director and Managing Executive
Officer, the Bank (to present)(Responsibilities)
Risk Control Division, Operations Supervision
4
Division and Central Operations Division

3,851
shares12/12(100%)

Reasons for nomination as a candidate for Director
Masakazu Toyoshima has served as Director and Managing Executive Officer since Jun. 2017 after
having assumed important positions of headquarters including Deputy General Manager of Business
Management Division, Deputy General Manager of Credit Supervision Division and General Manager
of Corporate Planning Division. He is currently in charge of the Bank’s Risk Control Division,Operations Supervision Division, and Central Operations Division, and is appropriately fulfilling his
responsibilities and duties. The Bank has determined that he can contribute to the development of the
Bank with his specialized knowledge and experience of the corporate planning and IT fields and be
expected to strengthen the Board of Directors’ decision-making and monitoring/supervisory functions.
Therefore, the Bank requests his election as Director.

9

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector

Apr. 1986 Joined the Bank
Jan. 2009 Deputy General Manager, Tokyo
Branch, the Bank
Apr. 2011 General Manager, Fukuoka Branch,
the Bank
Apr.
2014
Deputy General Manager, Credit
HiroyukiSupervision Division, the Bank
3 years (atKurokawa
Apr. 2016 Executive Officer and General(May 31, 1962)
the close ofManager, Tokyo Branch and
(60)
this
General Manager in charge of
Meeting)
Tokyo Public Affairs, the Bank
Reappointment Apr. 2019 Managing Executive Officer, theBank
Jun. 2019 Director and Managing Executive
Officer, the Bank (to present)(Responsibility)5
Credit Supervision Division

3,300
shares12/12(100%)

Reasons for nomination as a candidate for Director
Hiroyuki Kurokawa has served as Director and Managing Executive Officer mainly in charge of theTreasury and International Division since Jun. 2019 after having served as General Manager of
Fukuoka Branch, Deputy General Manager of Credit Supervision Division, and General Manager ofTokyo Branch, etc. He is currently in charge of the Bank’s Credit Supervision Division, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he can contributeto the development of the Bank with his accumulated wealth of knowledge and experience and be
expected to strengthen the Board of Directors’ decision-making and monitoring/supervisory functions.
Therefore, the Bank requests his election as Director.

10

Name
No. (Date of birthand age)

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

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector

1985 Joined the Bank
2011 General Manager, Himeji Branch,
the Bank
Apr. 2014 General Manager, Takamatsu
Branch, the Bank
Apr. 2016 General Manager, Personnel
HideakiDivision, the Bank
1 year (atKanamoto
Apr. 2018 Executive Officer and General(Dec. 11, 1962)
theclose ofManager, Personnel Division, the
(59)
this
Bank
Meeting)
Apr. 2021 Managing Executive Officer, theReappointment
Bank
Jun. 2021 Director and Managing Executive
Officer, the Bank (to present)(Responsibilities)
6
Consulting Division, Regional Vitalization
Division and Retail Business Promotion Division

2,000
shares9/9(100%)

Reasons for nomination as a candidate for Director
Hideaki Kanamoto has served as Executive Officer since Apr. 2018 and Director and Managing
Executive Officer since Jun. 2021 after having served as General Manager of Himeji Branch, General
Manager of Takamatsu Branch, and General Manager of Personnel Division. He is currently in chargeof the Bank’s 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 contribute to the development of the Bank with his accumulated wealth of knowledge andexperience and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

11

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Apr. 1990 Joined the Bank
Apr. 2015 General Manager, Matsuyama
Branch, the Bank
Apr. 2017 General Manager, Kobe Branch, theBank
Apr. 2019 Executive Officer and General
Kazuhito Tada
Manager, Tokyo Branch and(Feb. 25, 1968)
General Manager in charge of(54)
Tokyo Public Affairs, the Bank
Apr. 2021 Executive Officer and General
NewManager, Business Strategy
appointment
Division, the Bank
Apr. 2022 Managing Executive Officer, theBank (to present)(Responsibilities)
Treasury and International Division and General
7
Administration Division
Reasons for nomination as a candidate for Director

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector―

900 shares―

Kazuhito Tada has served as Executive Officer and General Manager of Business Strategy Division
since Apr. 2021 and Managing Executive Officer since Apr. 2022 after having served as General
Manager of Matsuyama Branch, General Manager of Kobe Branch, and Executive Officer andGeneral Manager of Tokyo Branch, etc. He is currently in charge of the Bank’s Treasury andInternational Division and General Administration Division, and is appropriately fulfilling his
responsibilities and duties. The Bank has determined that he can contribute to the development of the
Bank with his accumulated wealth of knowledge and experience and be expected to strengthen the
Board of Directors’ decision-making and monitoring/supervisory functions. Therefore, the Bank
requests his election as Director.

12

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Apr. 1989 Joined the Bank
Oct. 2013 General Manager, Akashi Branch,
the Bank
Apr. 2016 Assistant General Manager, Credit
Supervision Division, the Bank
Apr. 2018 General Manager, Executive
Masashi Mori
Secretariat Office, the Bank
(Nov. 27, 1966) Apr. 2020 General Manager, Business Strategy(55)
Division, the Bank
Apr. 2021 Executive Officer and General
NewManager, Corporate Planningappointment
Division, the Bank
Apr. 2022 Managing Executive Officer, theBank (to present)(Responsibilities)
8
Corporate Planning Division and Personnel
Division
Reasons for nomination as a candidate for Director

Number of Number ofyears inshares ofBoard
office as the Bank attendance
heldDirector―

600 shares―

Masashi Mori has served as Executive Officer and General Manager of Corporate Planning Division
since Apr. 2021 and Managing Executive Officer since Apr. 2022 after having served as General
Manager of Akashi Branch, General Manager of Executive Secretariat Office, and General Manager
of Business Strategy Division, etc. He is currently in charge of the Bank’s Corporate Planning
Division and Personnel Division, and is appropriately fulfilling his responsibilities and duties. The
Bank has determined that he can contribute to the development of the Bank with his accumulated
wealth of knowledge and experience and be expected to strengthen the Board of Directors’ decisionmaking and monitoring/supervisory functions. 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 2022. 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; the candidate proposed to be newly appointed will be the 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 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.

13

Proposal No. 4: Election of One (1) Director serving as an Audit and Supervisory
Committee Member
Michiyo Ihara, Director serving as an Audit and Supervisory Committee Member, passed away on March 17,2022. Accordingly, the election of one (1) Director serving as an Audit and Supervisory Committee Member as
her substitute is proposed.
The term of office of the Director serving as an Audit and Supervisory Committee Member elected as a
substitute will 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 2023, as provided for in the Articles ofIncorporation of the Bank.
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:
Name(Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions
Apr. 2004 Professor, Faculty of Economics andConcurrent Professor, School of Law,
Okayama University
Apr. 2008 Head of Management Sciences,
Graduate School of Humanities andSocial Sciences, Okayama University

Number ofyears in office

Number ofshares of the
Bank held

Apr. 2009 Professor, Graduate School ofProfessional Accountancy, Aoyama
Gakuin University Professional
Noriyuki
Director serving
Graduate Schools (to present)
as an Audit andKonishiApr. 2012 Visiting Senior Scholar, Research(Aug. 24, 1961)
Supervisory
Institute of Capital Formation,(60)
Committee
Development Bank of Japan (toMember:present)New―
0 shares
Apr. 2016 Head, Graduate School of Professional
appointment
Accountancy, Aoyama Gakuin(Outside
OutsideUniversity Professional Graduate
Director)
Director:
Schools(Independent―
Apr. 2018 Trustee, Aoyama Gakuin School
Director)
Corporation (to present)
Dec. 2019 Vice President, Aoyama Gakuin
University (to present)
Apr. 2020 Head, Aoyama Gakuin University
Research Institute (to present)
Oct. 2021 Chairperson, Japanese Association forInternational Accounting Studies(to present)(Significant concurrent position)
Vice President, Aoyama Gakuin University
Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Noriyuki Konishi possesses high level of expertise in particular on financial accounting and reginal
revitalization as an academic expert, has held important posts as Vice President of Aoyama Gakuin
University and Chairperson of Japanese Association for International Accounting Studies, etc., and had
excellent personality and insight. Valuing his ability and experience highly, the Bank has determined
14

that he will contribute to management supervision as an Audit and Supervisory Committee Member
with an independent standpoint. If elected, albeit having no direct experience in corporate
management, he is expected to promote the enhancement of the Bank’s corporate value, bringing his
expertise and knowledge accumulated over the years as a university professor. For that reason, theBank requests his election as Outside Director serving as an Audit and Supervisory Committee
Member.
Note on the candidate for Outside Director
The Bank does not have any transactional relationship with Noriyuki Konishi, other than ordinarybanking transactions as a general depositor.
The Bank did not have any business transactions with Aoyama Gakuin University which he belongs
to in the fiscal year under review.
(Notes)1. There are no special interests between the Bank and the candidate for Director serving as an Audit andSupervisory Committee Member.
2. Noriyuki Konishi 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 according to the regulations provided
by the said Stock Exchange.
3. If the election of Noriyuki Konishi, a newly appointed candidate, is approved, the Bank will conclude
an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of theCompanies Act to the amount of the minimum liability stipulated in Article 425, Paragraph 1 of said
Act, in case he has acted in good faith and has not been grossly negligent in performing his duties withrespect 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 does not actually
pay any of the premiums.
 Outline of insurance events occurred
The policy, together with the riders, covers losses that may arise due to an insured Director
assuming responsibility for the execution of his duties or receiving claims related to the pursuit ofsuch responsibility. However, there are certain exclusions such as acts committed knowing that he
was 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.

15

(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 theclassification of 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 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.

16

Reference: Skills Matrix of the Board of Directors after the General Meeting of
Shareholders (Planned)
The table blow shows expertise and experience each Director particularly has in the areas specified by the Bank
to improve the effectiveness of the Board of Directors.
(Note) The following skills matrix of the Board of Directors assumes that the candidates listed in the notice ofconvocation are elected as proposed.
<Internal Directors (Executive Directors and Audit and Supervisory Committee Members)>
Expected areas
Name of Director

Management
control

Business
operation

Riskmanagement●●

Yujiro Ayada

Internal
Male●

Ryohei
KagawaInternal
Male●

Kiichiro
Oyama

Internal
Male●

Masakazu
Toyoshima

Internal
Male●

Hiroyuki
Kurokawa

Internal
Male●

HideakiKanamoto

Internal
Male●

Kazuhito Tada

Internal
Male

●

●

Masashi MoriInternal
Male

●

●

Toshiya
YoritomiInternal
Male

Kazuhiro
KumihashiInternal
Male

●
●

Human
resources

IT/DX
strategy

●

●
●

●

●

●

●
●

●

(Reasons for selection of each skill category)
Name of skill category

Reasons for selection

Management control

Continued growth and development in the changing business environment
requires insight and experience regarding the management.

Business operation

Serving as the local financial infrastructure requires insight and experience
regarding business operations at branches and headquarters.

Risk management

Continued improvement of corporate value requires insight and experience inappropriately managing various risks.

Human resources

Sustainability management requires insight and experience regarding humanresource mobilization.

IT/DX strategy

Value creation using digital technology requires insight in information technology
and understanding and facilitation of digital transformation.

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

17

<Outside Directors (Audit and Supervisory Committee Members)>
Name of Director
JunichiItoh
YasukoYamadaNobuyuki
Souda
TomokoFujimoto
Noriyuki
Konishi

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

Corporate
management

Finance●●

Expected areas
Financial andaccounting

Legalaffairs●●●●

Regional
revitalization

●

●
●
●

●

(Reasons for selection of each skill category)
Name of skill category

Reasons for selection

Corporate management

Continued growth and development in the changing business environment
requires insight and experience regarding the management.

Finance

Making contributions to expanding business value in the finance industry requires
insight and experience regarding the industry.

Financial and accounting
Legal affairs
Regional revitalization

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 document18