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 Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

Securities Code: 7380
May 31, 2023
(Electronic provision of information will start on: May 23, 2023)
To Shareholders with Voting Rights:
Naoki Ikeda
President and Representative
Director
Juroku Financial Group, Inc.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 2ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 2nd Annual General Meeting of Shareholders of the Company will beheld for the purposes as described below.
In convening this meeting, the Company has taken measures for electronic provision, and matters to beprovided electronically (“Information in Electronic Format”) are posted on the following website.
The Company’s website: https://www.16fg.co.jp/english/
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website shown above, enter the Company’s name or securities code to search, select “Basic
information” and go to “Documents for public inspection/PR information” to confirm the information.
Instead of attending the meeting, you can also exercise your voting rights in writing by submitting the Voting
Rights Exercise Form, or via electromagnetic means (the Internet, etc.). Please review the Reference
Documents for the General Meeting of Shareholders stated in the Information in Electronic Format, andexercise your voting rights.

11. Date and Time:

10:00 a.m. (JST) on Friday, June 16, 2023

2. Place:

3F Conference Room, The Juroku Bank Head Office, 8-26 Kandamachi,
Gifu-shi, Gifu, Japan

3. Meeting Agenda:
Matters to be reported:

The Business Report, the Consolidated Financial Statements and theNon-consolidated Financial Statements for the Company’s 2nd Fiscal Year(from April 1, 2022 to March 31, 2023) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Committee

Proposals to be resolved:
Proposal No. 1: Election of Eight (8) Directors (excluding Directors who are Members of the
Audit & Supervisory Committee)
Proposal No. 2: Election of Three (3) Directors who are Members of the Audit & Supervisory
Committee
Proposal No. 3: Election of One (1) Substitute Director who is a Member of the Audit &Supervisory Committee
Proposal No. 4: Disposition of Treasury Stock through Third-Party Allotment with the Purposeof Supporting the Social Contribution Activities of the Juroku Foundation for
Regional Promotion

End

2

Notice Regarding Attendance at the Meeting







A decision about whether to wear a mask is basically left to the discretion of each shareholder who will
be attending the meeting.
Please feel free to use the thermographic temperature scanning machine and alcohol-based sanitizer thatwill be available at the hall.

Live Broadcast Information
The shareholders meeting will be broadcast live. Please see the enclosed information for more details.
The shareholders meeting can also be streamed at a later date for those who are unable to watch the live
broadcast.
Information on subsequent streaming (on-demand) will be published on our website.

Information in Electronic Format
Following the amendment to the Companies Act, shareholders are asked to confirm the Information inElectronic Format by accessing the Company’s website and the website of Tokyo Stock Exchange as a general
rule. We also decided to send the paper copy only to shareholders who have requested it by the record date.
However, for this General Meeting of Shareholders, we sent a document that contains the Information inElectronic Format uniformly to all shareholders, regardless of whether there was a request for the paper copy.
Among the Information in Electronic Format, the following items are posted only on the Company’s website
in accordance with laws and regulations as well as Article 16 of the Articles of Incorporation of the Company,
and are therefore not included in this document.
1) Matters Concerning the Company’s Stock Acquisition Rights, etc.,
Basic Policy for Persons Who Control Decisions on Financial and Business Policies,
System to Ensure Appropriate Operations,
Overview of Management Status of System to Ensure Appropriate Operations,
Matters Concerning Specified Wholly-Owned Subsidiaries,
Matters Concerning Transactions with the Parent Company, etc., andMatters Concerning Accounting Advisors in the Business Report2) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements aspart of the Consolidated Financial Statements
3) Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial
Statements as part of the Non-consolidated Financial Statements
Accordingly, the documents contained in this paper copy are part of the Consolidated Financial Statements
and the Non-consolidated Financial Statements audited by the Accounting Auditor in preparing its audit report,
and are also part of the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Committee in preparing its audit report.

3

Notice concerning dividend
Pursuant to the provisions of the Articles of Incorporation, the Company has decided at the Board of
Directors’ meeting held on May 11, 2023 as follows.
1. Year-end dividends
70 yen per share
2. Effective date (date to commence dividend payment)
June 1, 2023
Annual dividend[Reference] 130 yen per share
It was resolved that the year-end dividend for the fiscal year ended March 31, 2023 will be 70 yen per
share. The effective date (to commence dividend payment) was resolved to be June 1, 2023.
As we have paid the interim dividend of 60 yen per share, the annual dividend for the current fiscal year
will be 130 yen per share.
From the current fiscal year, we decided to move the effective date (to commence dividend payment)
forward, from the day after the Annual General Meeting of Shareholders, which was the norm until theprevious fiscal year.
“Receipt of year-end dividend” (for those who specify bank transfer, “Year-end dividend calculation
notice” and “Confirmation of the account for dividend transfer”) has been enclosed herein.
Previously, “Receipt of year-end dividend” was dispatched together with the “Notice of Resolution” after
the closing of the Annual General Meeting of Shareholders, however, the “Notice of Resolution” will be
disclosed only on the website from the perspective of saving paper resources. We ask for your kindunderstanding in advance.
Main procedures and contents of inquiries, etc.
 Procedure for designating the method of receipt of dividends
 Procedures for change of address, name, etc.
 Procedures for requesting the purchase of shares constituting less than one unit and the purchase ofadditional shares
Please contact:
Securities company where you have your account

Main procedures and contents of inquiries, etc.
 Inquiries about dividends after the payment period Inquiries about sending and returning mail, etc.
 Other general inquiries about stock administration
Please contact:
Telephone center, Securities Agency Division
Mitsubishi UFJ Trust and Banking Corporation
0120-232-711 (Tokyo)
0120-094-777 (Osaka)
Hours: 9:00 to 17:00 on weekdays, excluding Saturdays, Sundays, national holidays, etc.
* If the above numbers are not available, please call to:042-204-0303(Charged for calls)

4

Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal No. 1: Election of Eight (8) Directors (excluding Directors who are Members of the Audit &Supervisory Committee)
The terms of office of all Directors (excluding Directors who are Members of the Audit & Supervisory
Committee) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election ofeight (8) Directors (excluding Directors who are Members of the Audit & Supervisory Committee) is
proposed.
The Audit & Supervisory Committee has considered this proposal and expressed its opinion that there are no
particular matters to be stated.
The candidates are as follows:
No.
1
2
3
4

5
6

7

Name
(Reappointment)

Yukio Murase(Reappointment)

Naoki Ikeda(Reappointment)

Akihide Ishiguro(Reappointment)

Yukiyasu Shiraki(Reappointment)

Yoshiaki Bito
(Reappointment)

Hiroyuki Ota(Reappointment)(Outside)(Independent)

GenderCurrent position at the Company, etc.

Attendance atBoard ofDirectors

Male

Chairperson (Representative Director)

11/11

Male

President (Representative Director)

11/11

Male

Deputy President

11/11

Male

Male

Director and Senior Managing Executive Officer
General Manager, Group Business Planning
Division
Director and Managing Executive Officer
General Manager, Group Risk Management
Division

11/11

9/9

Male

Director

11/11

FemaleDirector

11/11

Male

―

Satoko Ito
8(New appointment)(Outside)(Independent)―

Yasushi Ueda

5

No.

1

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 Chairperson (current position)(Representative Director)(Responsible for Group Management Audit
Division)
Subsidiaries, etc.
Apr.
1979 Joined The Juroku Bank, Ltd. (the “Bank”)(Reappointment)Jun.
1993 General Manager, Hong Kong Branch, the Bank
Feb.
1994 General Manager, Nagoya Ekimae Branch, the Bank
Yukio Murase
Apr.
1998 General Manager, Human Resources Division, the(Dec. 23, 1956)
Bank
Jun.
2004 Managing Director, the Bank
Jun.
2009 Senior Managing Director, the Bank
Sep.
2013 President and CEO, the Bank (Representative
Director)
Jun.
2021 Chairperson and President (Representative Director)
Oct.
2021 Chairperson (current position)(Representative Director)
Significant concurrent positions:
Chairman, The Gifu Chamber of Commerce and Industry
Chairperson (Representative Director), The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yukio Murase has served as an officer responsible primarily for corporate planning,business support, corporate administration, and internal audit sections, and then served as
President and CEO from September 2013, as Chairperson and President from June 2021,
and Chairperson from October 2021 of The Juroku Bank, Ltd., a group company of theGroup. At the Company, he has served as Chairperson from October 2021 and has acapability and a track record that enable him to perform the management of the Group’s
operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukio Murase and the Company.

6

Number of Attendanceshares of the at Board ofCompany held Directors

41,895
shares

11/11

No.

2

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 President (current position)(Representative Director)(Administrator of the Company)
Subsidiaries, etc.
Apr.
1980 Joined the Bank
Apr.
2005 General Manager, Takayama Branch, the Bank
(Reappointment)Jun.
2008 Director and General Manager, Nagoya Branch, theBank
Naoki Ikeda
Apr.
2012 Director and General Manager, Nagoya Main Office,(Apr. 4, 1957)
the BankJun.
2013 Managing Director and General Manager,
Operations Administration Division, the Bank
Sep.
2013 Managing Director, the Bank
Jun.
2014 Deputy President, the Bank
(Representative Director)
Oct.
2021 Director, the Bank (current position)
Significant concurrent position:
Director, The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Naoki Ikeda has served as an officer responsible primarily for corporate planning,
operations administration, enterprise support, and corporate administration sections, andthen served as Deputy President from June 2014 through September 2021 at The Juroku
Bank, Ltd., a group company of the Group. At the Company, he has served as President
from October 2021 and has a capability and a track record that enable him to perform the
management of the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Naoki Ikeda and the Company.

7

Number of Attendanceshares of the at Board ofCompany held Directors

27,735
shares

11/11

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021

Subsidiaries, etc.
Apr.
1987
Jun.
2009
Oct.
2011
Apr.
2014

3

(Reappointment)

Jun.

2016

Akihide Ishiguro(Sep. 19, 1963)

Jun.

2017

Jun.

2018

Jun.

2019

Jun.

2020

Oct.

2021

Number of Attendanceshares of the at Board ofCompany held Directors

Deputy President (current position)(Deputy Administrator of the Company andresponsible for Group Digital Administration
Division)
Joined the Bank
General Manager, Tokai Branch, the BankManager, Human Resources Division, the Bank
Deputy General Manager, Human Resources
Division, the Bank
General Manager, Corporate Administration
Division, the Bank
Executive Officer and General Manager,
Corporate Administration Division, the Bank
Director and Executive Officer and General
Manager, Corporate Administration Division,
the Bank
Director and Executive Officer and General
Manager, Corporate Planning Division, theBank
Director and Managing Executive Officer, theBank
President and CEO (current position)(Representative Director)

Significant concurrent position:
President and CEO (Representative Director), The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Akihide Ishiguro has been responsible for supervision related to human resources andgeneral affairs, served as an officer responsible primarily for corporate planning anddigital reform sections, and served as President and CEO from October 2021 at The
Juroku Bank, Ltd., a group company of the Group. At the Company, he has served as
Deputy President from October 2021 and has a capability and a track record that enable
him to perform the management of the Group’s operations accurately, fairly andefficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Akihide Ishiguro and the Company.

8

10,863
shares

11/11

No.

4

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 Director and Senior Managing Executive Officer
General Manager, Group Business Planning
Division (current position)(Responsible for Group Business Planning Division
and Sustainability Planning Office)Subsidiaries, etc.
Apr.
1985 Joined the Bank
Apr.
2010 General Manager, Hashima Branch, the Bank
Mar.
2012 General Manager, Kakamigahara Branch, the Bank
Jun.
2014 Executive Officer and General Manager, Ichinomiya
Branch, the Bank
(Reappointment)
Jun.
2016 Managing Executive Officer and Chief General
Manager, Aichi Business Division, the Bank
Yukiyasu Shiraki Jun.
2017 Director and Managing Executive Officer and Chief(Jan. 7, 1963)
General Manager, Aichi Business Division, and
Deputy Chief General Manager, Business
Integration Division, the Bank
Apr.
2019 Director and Managing Executive Officer and Chief
General Manager, Business Integration Division,
the Bank
Apr.
2021 Director and Managing Executive Officer and Chief
General Manager, Business Support Division, the
Bank
Oct.
2021 President, Juroku Lease Co., Ltd. (current position)(Representative Director)
Significant concurrent position:
President (Representative Director), Juroku Lease Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yukiyasu Shiraki has served as General Manager of the major branches and an officer
responsible for the business support section, etc., at The Juroku Bank, Ltd. of the Group.
He has also served as President of Juroku Lease Co., Ltd. from October 2021. At theCompany, he has served as Director and Senior Managing Executive Officer from October
2021 and has a capability and a track record that enable him to perform the management of
the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukiyasu Shiraki and the Company.

9

Number of Attendanceshares of the at Board ofCompany held Directors

12,410shares

11/11

No.

5

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021 Executive Officer
General Manager, Group Management Audit
DivisionJun.
2022 Director and Managing Executive Officer
General Manager, Group Risk Management Division(current position)(Responsible for Group Risk Management Division)
Subsidiaries, etc.
Apr.
1988 Joined the Bank
Oct.
2014 Section Manager, Overseas Support Division, the(Reappointment)
Bank
Jun.
2017 General Manager, Audit & Supervisory Board
Yoshiaki Bito
Members Office, the Bank
(Sep. 4, 1964)
Apr.
2019 General Manager, Treasury and Investment
Division, the Bank
Apr.
2021 General Manager, Market Transaction Division, the
Bank
Jul.
2021 Researcher (treatment as General Manager),
Operational Audit Division, the Bank
Oct.
2021 Executive Officer, and General Manager,
Operational Audit Division, the Bank
Jun.
2022 Director and Managing Executive Officer (current
position)
Significant concurrent position:
Director and Managing Executive Officer, The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yoshiaki Bito has served as General Manager of Audit & Supervisory Board
Members Office, Market Transaction Division and Operational Audit Division, and from
June 2022, has served as Director and Managing Executive Officer at The Juroku Bank,
Ltd. of the Group. At the Company, he has served as Director and Managing Executive
Officer from June 2022 and has a capability and a track record that enable him to performthe management of the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yoshiaki Bito and the Company.

10

Number of Attendanceshares of the at Board ofCompany held Directors

4,001
shares

9/9

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021
Subsidiaries, etc.
Apr.
1983
Jun.
2009

(Reappointment)
Hiroyuki Ota(Apr. 3, 1960)

6

Jun.
Jun.

2010
2013

Apr.

2014

Jun.

2014

Jun.

2016

Dec.

2018

Jun.

2019

Number of Attendanceshares of the at Board ofCompany held Directors

Director (current position)
Joined the Bank
General manager, Corporate Business
Division, the Bank
Director and corporate secretary, the Bank
Director and general manager, Toyota Branch,
the Bank
Director and general manager, Business
Planning Division, the BankManaging director and general manager,
Business Planning Division, the Bank
Director and managing executive officer, theBank
Director and senior managing executive officer,
the Bank
President and director, Juroku Tokai Tokyo
Securities Co., Ltd. (current position)(Representative director)

Significant concurrent position:
President and director (Representative director), Juroku Tokai Tokyo Securities Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Hiroyuki Ota has served as an officer in charge of the business support, corporate
planning and operations administration sections at The Juroku Bank, Ltd. of the Group.
He has also served as President and director of Juroku Tokai Tokyo Securities Co., Ltd.
from June 2019. At the Company, he has served as Director from October 2021 and has acapability and a track record that enable him to perform the management of the Group’s
operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Hiroyuki Ota and the Company.

11

11,040shares

11/11

No.

Name
(Date of birth)(Reappointment)(Outside)(Independent)

Satoko Ito(Jul. 3, 1967)

7

Past experience, positions, and responsibilities

Oct.

1989

Apr.

2010

Apr.

2015

Number of Attendanceshares of the at Board ofCompany held Directors

Started activities as an anchorperson for news andinformation programs
Visiting Professor, Graduate Institute for
Entrepreneurial Studies (current position)
Part-time Lecturer, Niigata University (current
position)
Director, the Bank
Director, the Company (current position)

Jun.
2020
Oct.
2021
Significant concurrent positions:
Outside Director, Sekisui Jushi Corporation
External Corporate Auditor, MITANI SANGYO Co., Ltd.
Reasons for nomination as a candidate for Outside Director and the overview of expectedroles:
Ms. Satoko Ito has extensive experience and knowledge in a wide range of domains such asenvironmental energy, regional revitalization, ESG and sustainability gained through her
career as an anchorperson for news and information programs and a university professor.
Although she has not been involved in corporate management other than through serving as
Outside Director or External Corporate Auditor, the Company believes that, by utilizing
her extensive experience and a wide range of knowledge, she will contribute to increasingtransparency and fairness of the decision-making function and strengthening thesupervising function of the Board of Directors from an objective standpoint independent
from the management team in order to promote the Group’s sustainable growth andimprove its medium-to-long term corporate value and has renominated her as a candidate
for Outside Director.
Special relationships:
There are no special relationships between Ms. Satoko Ito and the Company.
(Note) Ms. Satoko Ito is currently serving as Outside Director of the Company and her termof office will be one (1) year and nine (9) months at the conclusion of this General
Meeting of Shareholders.

120shares

11/11

No.

Name
(Date of birth)(New appointment)(Outside)(Independent)

Yasushi Ueda
(Mar. 11, 1963)

8

Past experience, positions, and responsibilities

Apr.

1988

Joined Meiji Life Insurance Company

Apr.

2013

Apr.

2017

Apr.
Apr.

2018
2019

Apr.

2020

Apr.

2021

General Manager, Profit Management & Actuarial
Department, Meiji Yasuda Life Insurance Company(hereinafter “Meiji Yasuda Life Insurance”)
Executive Officer and General Manager, Profit
Management & Actuarial Department, Meiji
Yasuda Life Insurance
Executive Officer, Meiji Yasuda Life InsuranceManaging Executive Officer, Meiji Yasuda Life
Insurance
Managing Executive Officer, Group Chief Actuary,
Meiji Yasuda Life InsuranceManaging Executive Officer, Group CRO, Meiji
Yasuda Life Insurance (current position)

Significant concurrent position:
Managing Executive Officer, Group CRO, Meiji Yasuda Life Insurance Company
Reasons for nomination as a candidate for Outside Director and the overview of expectedroles:Mr. Yasushi Ueda has been engaged in corporate management as Managing Executive
Officer and Group CRO of Meiji Yasuda Life Insurance, and has gained extensive
experience and a wide range of insight in the financial sector, including risk management.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Group’s sustainable growth and improve its medium-to-long term corporate
value and has nominated him as a candidate for Outside Director.
Special relationships:
There are no special relationships between Mr. Yasushi Ueda and the Company.

Number of Attendanceshares of the at Board ofCompany held Directors

0shares―(Notes)
1. Ms. Satoko Ito and Mr. Yasushi Ueda are candidates for Outside Directors who satisfy the Criteria for Assessing Independence of
the Company as described on Page 20. They are also candidates for Independent Officers pursuant to the provisions of Tokyo
Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. Ms. Satoko Ito previously served as Director of The Juroku Bank, Ltd., a subsidiary of the Company.
3. The Company specifies in its Articles of Incorporation to allow the Company and Outside Directors to enter into an agreement
limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Company has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act with
the Outside Director candidate, Ms. Satoko Ito. When the relevant Outside Director has acted in good faith and has not beengrossly negligent in performing her duties, she will be responsible for such liability to the extent of the liability amount set
forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Company plans to enter into thesame liability limitation agreement with each of the Outside Director candidates upon the reappointment of Ms. Satoko Itoand the appointment of Mr. Yasushi Ueda at this General Meeting of Shareholders.
4. The Company has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If the candidates are
reelected or elected as proposed, all of them will be insured under the contract. The contract covers compensation fordamages and litigation expenses in the event that a claim for damages is made against the insured person due to an act
committed by the insured person in his/her capacity such as an officer of a company. The Company fully bears the insurance
premiums for all insureds. The Company will renew the insurance contract with the same details during their terms of office.

13

Proposal No. 2: Election of Three (3) Directors who are Members of the Audit & Supervisory Committee
The terms of office of all Directors who are Members of the Audit & Supervisory Committee will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election of three (3) Directors who areMembers of the Audit & Supervisory Committee is proposed.
We have obtained the approval of the Audit & Supervisory Committee for this proposal.
The candidates are as follows:

No.

Name

2

NaohikoIshikawa(Reappointment)(Outside)(Independent)

Attendance at
Audit &
Supervisory
Committee

GenderCurrent position at the Company, etc.

Male

Director (Member of the Audit &Supervisory Committee)

11/11

11/11

Male

Director (Member of the Audit &Supervisory Committee)

11/11

11/11

FemaleDirector (Member of the Audit &Supervisory Committee)

11/11

11/11

(Reappointment)

1

Attendance atBoard ofDirectors

Shinji Ishihara
3(Reappointment)(Outside)(Independent)

Satoe Tsuge

14

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021
Subsidiaries, etc.
Apr.
1986
(Reappointment)
Jun.
2004
Jun.
2007
Naohiko Ishikawa Apr.
2009

(Apr. 24, 1963)

1

Jun.
Jun.

2014
2016

Jun.

2018

Director (Member of the Audit & Supervisory
Committee) (current position)
Joined the Bank
General Manager, Tokai Branch, the Bank
General Manager, Uchidabashi Branch, the Bank
Office Manager, Corporate Planning Division, theBank
Corporate Secretary, Secretariat, the Bank
Executive Officer and General Manager, Head
Office Business Division, the Bank
Full-time Auditor, the Bank

Reasons for nomination as a candidate for Director who is a Member of the Audit &Supervisory Committee:
Mr. Naohiko Ishikawa has served as executive officer and Head Office Business Division
General Manager as well as in core bank operations such as corporate planning,
secretarial operations and full-time Auditor of The Juroku Bank, Ltd., a group company of
the Group, and has thorough knowledge of overall operations. At the Company, he hasserved as Director who is a Member of the Audit & Supervisory Committee from October
2021, and has a capability and a track record that enable him to perform the managementof the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Group’s sustainable growth and improve its medium-to-long term corporate
value and has renominated him as a candidate for Director who is a Member of the Audit& Supervisory Committee.
Special relationships:
There are no special relationships between Mr. Naohiko Ishikawa and the Company.

15

Number of Attendanceshares of the at Board ofCompany held Directors

3,847
shares

11/11
Attendanceat Audit &Supervisory
Committee

11/11

No.

Name
(Date of birth)(Reappointment)(Outside)(Independent)
Shinji Ishihara(Nov. 3, 1954)

2

Past experience, positions, and responsibilities

Apr.

1985

Aug.

2011

Apr.

2016

Jun.
Oct.

2018
2021

Registered as an attorney-at-law
and joined Ishihara Law Office
Managing partner, Ishihara Law Office (current
position)
Chairman, Aichi Bar Association andvice chairman, Japan Federation of Bar
Associations
Auditor, the Bank
Director (Member of the Audit & Supervisory
Committee), the Company (current position)

Significant concurrent positions:Managing partner, Ishihara Law OfficeOutside director (Audit & Supervisory Committee Member), Otake Corporation
Outside director, Yahagi Construction Co., Ltd.
Reasons for nomination as a candidate for Outside Director who is a Member of the Audit& Supervisory Committee and the overview of expected roles:
As a lawyer, he has a wealth of experience and specialized knowledge of legal affairs ingeneral.
He has been serving as the managing partner of Ishihara Law Office since 2011. The
Company believes that, by utilizing his extensive experience and a wide range ofknowledge, he will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Group’s sustainable growth and improve its medium-to-long term corporate
value and has renominated him as a candidate for Outside Director who is a Member ofthe Audit & Supervisory Committee.
Special relationships:
There are no special relationships between Mr. Shinji Ishihara and the Company.
(Note) Mr. Shinji Ishihara is currently serving as Outside Director (Member of the Audit& Supervisory Committee) of the Company and his term of office will be one (1)year and nine (9) months at the conclusion of this General Meeting of
Shareholders.

16

Number of Attendanceshares of the at Board ofCompany held Directors

0shares

11/11
Attendanceat Audit &Supervisory
Committee

11/11

No.

Name
(Date of birth)(Reappointment)(Outside)(Independent)
Satoe Tsuge(Mar. 9, 1968)

3

Past experience, positions, and responsibilities

Apr.

1990

Apr.
Jan.

1995
1999

Jun.

2007

Oct.

2021

Joined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC) Nagoya Office
Registered as a certified public accountant
Representative, Tsuge CPA Office (current
position)
Representative director, La Vida Planning Co.,
Ltd. (current position)
Director (Member of the Audit & Supervisory
Committee), the Company (current position)

Number of Attendanceshares of the at Board ofCompany held Directors

0shares

11/11
Attendanceat Audit &Supervisory
Committee

11/11

Significant concurrent positions:Representative, Tsuge CPA Office
Representative director, La Vida Planning Co., Ltd.
Outside director, Aisan Industry Co., Ltd.
Outside director (Audit & Supervisory Committee Member), Hoshizaki Corporation
Reasons for nomination as a candidate for Outside Director who is a Member of the Audit& Supervisory Committee and the overview of expected roles:
As a certified public accountant, she has expertise in finance and accounting. More than
20 years have passed since she left Deloitte Touche Tohmatsu LLC, the accounting
auditor of the Company, and she is currently the representative of Tsuge CPA Office,which was established in 1999, and the representative director of La Vida Planning Co.,
Ltd., which was established in 2007.
The Company believes that, by utilizing her extensive operational experience and a wide
range of knowledge, she will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Group’s sustainable growth and improve its medium-to-long term corporate
value and has renominated her as a candidate for Outside Director who is a Member of the
Audit & Supervisory Committee.
Special relationships:
There are no special relationships between Ms. Satoe Tsuge and the Company.
(Note) Ms. Satoe Tsuge is currently serving as Outside Director (Member of the Audit &Supervisory Committee) of the Company and her term of office will be one (1)year and nine (9) months at the conclusion of this General Meeting of
Shareholders.
(Notes)
1. Mr. Shinji Ishihara and Ms. Satoe Tsuge are candidates for Outside Directors who are Members of the Audit & Supervisory
Committee who satisfy the Criteria for Assessing Independence of the Company as described on Page 20. They are also
candidates for Independent Officers pursuant to the provisions of Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. Mr. Shinji Ishihara previously served as an Outside Auditor of The Juroku Bank, Ltd., a subsidiary of the Company.
3. The Company specifies in its Articles of Incorporation to allow the Company and Outside Directors to enter into an agreement
limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Company has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act witheach of the candidates for Outside Directors who are Members of the Audit & Supervisory Committee, Mr. Shinji Ishihara
and Ms. Satoe Tsuge. When the relevant Outside Directors have acted in good faith and have not been grossly negligent in
performing their duties, they will be responsible for such liability to the extent of the liability amount set forth in Article 425,
Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Company plans to enter into the same liability
limitation agreement with each of the Outside Director candidates upon their reappointment at this General Meeting of
Shareholders.
4. The Company has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If the candidates are
reelected as proposed, all of them will be insured under the contract. The contract covers compensation for damages andlitigation expenses in the event that a claim for damages is made against the insured person due to an act committed by the
insured person in his/her capacity such as an officer of a company. The Company fully bears the insurance premiums for all
insureds. The Company will renew the insurance contract with the same details during their terms of office.

17

Proposal No. 3: Election of One (1) Substitute Director who is a Member of the Audit & Supervisory
Committee
The effectiveness of the election of the current Substitute Director who is a Member of the Audit &Supervisory Committee will expire at the beginning of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect one (1) Substitute Director who is a Member of the Audit &Supervisory Committee to prepare for cases where the number of Members of the Audit & Supervisory
Committee falls below the minimum number specified by laws and regulations.
Pursuant to the provisions of the Articles of Incorporation of the Company, this resolution will be effective
until the beginning of the Annual General Meeting of Shareholders pertaining to the last fiscal year that ends
within two years after the election based on this resolution.
We have obtained the approval of the Audit & Supervisory Committee for this proposal.
The candidate is as follows:
Name(Date of birth)

Number of
Attendance atAttendanceshares of the
Audit &
at Board ofCompany
Supervisory
Directors
heldCommittee

Past experience

Apr. 2000 Registered as Attorney at Law (Saitama
Prefecture)
Joined Shimizu Sogo Law Office(Outside)
Oct. 2005 Registered as Attorney at Law (Aichi(Independent)
Prefecture)
Oct. 2008 Registered as Patent Attorney
Akitsuyu Ogawa Apr. 2009 Joined Keimei Law Office (Partner)(July 3, 1971)
May 2013 Sakura Godo/Sakura International Patent
Law Firm (Partner)
Apr. 2019 President, Akitsuyu International andPatent Law Office (current position)
Significant concurrent positions:
President, Akitsuyu International and Patent Law Office
Associate Professor (Business Law), Business School, Nagoya Universityof Commerce & Business
Reasons for nomination as a candidate for Substitute Outside Director who
is a Member of the Audit & Supervisory Committee and the overview of
expected roles:
Mr. Akitsuyu Ogawa has extensive experience and expertise in overall
legal and intellectual property practices as an Attorney at Law as well as a
Patent Attorney. Although he has not been directly involved in corporate
management, he is proposed as candidate for Substitute Director who is a
Member of the Audit & Supervisory Committee based on thedetermination that he will be able to utilize his abundant experience andwide-ranging knowledge to contribute to further ensuring transparency andfairness of audits regarding the legality of the execution of duties by theboard of directors from an objective standpoint independent from the
management team and further strengthening the supervisory function inorder to promote the Group’s sustainable growth and improve its
medium-to-long term value.
Special relationships:
There are no special relationships between Mr. Akitsuyu Ogawa and theCompany.

18

0shares――(Notes)
1. Mr. Akitsuyu Ogawa is a candidate for Substitute Outside Director who is a Member of the Audit & Supervisory Committee andsatisfies the Criteria for Assessing Independence of the Company.
2. If the election of the candidate is approved and he is appointed Director who is a Member of the Audit & Supervisory Committee,
the Company will register him with Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. as an Independent Officer
pursuant to the provisions of these stock exchanges.
3. The Company specifies in its Articles of Incorporation to allow the Company and Outside Directors to enter into an agreement
limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Company has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act witheach of the Outside Directors. When the relevant Outside Directors have acted in good faith and have not been grossly
negligent in performing their duties, they will be responsible for such liability to the extent of the liability amount set forth in
Article 425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Company plans to enter into the same
liability limitation agreement with Mr. Akitsuyu Ogawa if he is appointed Outside Director who is a Member of the Audit &Supervisory Committee.
4. The Company has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Mr. Akitsuyu Ogawa will
be insured under the contract if he is appointed Director who is a Member of the Audit & Supervisory Committee. The contract
covers compensation for damages and litigation expenses in the event that a claim for damages is made against the insured
person due to an act committed by the insured person in his/her capacity such as an officer of a company. The Company fullybears the insurance premiums for all insureds. The Company will renew the insurance contract with the same details during theirterms of office.

19

[Criteria for Assessing Independence]
The Company shall establish the following criteria for assessing independence of Outside Directors(including those who are Members of the Audit & Supervisory Committee) in addition to the “Independence
Criteria” set by the Stock Exchanges on which the Company is listed:
1.

A person who falls under any of the following shall be a person who does not meet the requirements of
independence.
(1) A person whose sales to the Group is 2% or more of its consolidated net sales for the most recent
fiscal year
(2) A person whose balance of loans received from the Group is the highest and who shall receive aserious impact such as affecting the continuity of his business by the Group’s changes to its loan
policies including immediate collection of the loan.
(3) A shareholder who holds over 5% of the total voting rights of all shareholders of the Company(4) A person who has received money or other properties of more than 10 million yen per year on
average over the past three years from the Group, excluding compensations for Director

2.

Notwithstanding the provisions of the preceding paragraph, independence can be recognized if it isjudged that there is substantial independence as a result of comprehensive judgement including otherreasonable reasons.

3.

If a person in paragraph 1 above is a legal entity or the like, it shall mean a business executor of thelegal entity or the like prescribed in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of
the Companies Act.

20

<Reference>
If Proposals 1 and 2 are approved as originally proposed, the areas of experience possessed by Internal
Directors and the areas particularly expected of Outside Directors are as follows:
Current position at
the Company

Name

Chairperson
Yukio Murase (Representative
Director)
President
Naoki Ikeda (Representative
Director)
AkihideDeputy President
Ishiguro
Director and Senior
Managing Executive
Yukiyasu
Officer
Directors Shiraki
General Manager, Group
who are notBusiness Planning
Members of
Division
the Audit &Director andSupervisory
Managing Executive
Committee
Officer
Yoshiaki Bito
General Manager, Group
Risk Management
Division
Hiroyuki Ota Director
Satoko Ito

Financing

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

OutsideDirector

●

●

●

●

Local
ESG /
revitalization Sustainability

●
●

●

●

●

●

●

●

●

●

Director Outside

Yasushi Ueda Naohiko
Directors Ishikawa
who areMembers of
Shinjithe Audit &Supervisory Ishihara

Major skills and experience, etc. of Directors
Finance / Legal affairs / Risk
Human
Accounting
management
resources

Corporate
management●●

Director Outside●

Committee
Satoe Tsuge●

Director Outside

Note: The table does not represent all expertise and experience possessed by each person.

21●

Proposal No. 4: Disposition of Treasury Stock through Third-Party Allotment with the Purpose of Supporting
the Social Contribution Activities of the Juroku Foundation for Regional Promotion(1) Purpose and role of the Juroku Foundation for Regional Promotion
Juroku Foundation for Regional Promotion (hereinafter, “16 Foundation”) was established in 1997 as a project
to commemorate the 120th anniversary of the founding of 16 Bank, Ltd. (hereinafter, the “Bank”), a
subsidiary of the Company. In 2009, 16 Foundation was certified as the first public interest foundation of Gifu
Prefecture and subsequently transitioned to a public interest incorporated foundation.
The purpose of 16 Foundation is to contribute to the revitalization of local communities by supporting
activities related to the promotion and development of local industries, improvement of the social living
environment, local culture, sports, internationalization, etc. as organized, sponsored, and co-sponsored by
local governments and public organizations, to contribute to the development of human resources byfinancially supporting the educational opportunities of young people who will be responsible for Gifu andAichi Prefectures in the future, and to promote and support arts and culture which contribute to the realizationof affluent and comfortable life and vibrant local communities.
(2) Overview of disposal of treasury stock
The Group, whose core company is a regional bank, supports local people and companies to realize theirsustainable growth and prosperity, which is the very purpose of the existence of regional banks. Under thegroup management philosophy of “Achieving growth and prosperity for our customers and local communities,”
the Company utilizes the customer base, information, and human network cultivated by the Bank, which has ahistory of more than 140 years, in our main sales areas of Gifu and Aichi Prefectures, to be a “Comprehensive
regional financial services group staying ahead of the curve to constantly serve the local communities.”
To realize this objective, the Group has set forth in its long-term vision for the next 10 years, “16Vision-10,”
to contribute to local communities (meaning “local stakeholders”) by realizing “sustainability (creation ofsocial value)” and “growth (creation of economic value)” driven by the group management philosophy. The
three public interest activities of 16 Foundation “regional revitalization activity support projects,” “scholarshipprovision projects,” and “arts and culture promotion and support activity projects”—contribute to therealization of the group management philosophy. The Group believes that this will lead to sustainable growthof the group and improvement of corporate value over the medium to long term.
Through this disposition of treasury stock, the Company realize the group management philosophy of"Achieving growth and prosperity for our customers and local communities" by adopting a mechanism inwhich dividends on the company’s stock will be contributed in addition to the previous donation from the
Bank and by securing a stable source of funds for the activities of 16 Foundation.
In order to continuously and stably support the social contribution activities of 16 Foundation, the Company
will establish a third-party benefit trust (hereinafter, the “Trust”) with Mitsubishi UFJ Trust and Banking
Corporation as the trustee, The Master Trust Bank of Japan, Ltd. as the co-trustee, and 16 Foundation as thebeneficiary. The Trust will subscribe to purchase shares of the Company’s stock and will pay trust proceeds
earned from those dividends to 16 Foundation, which will use those proceeds to partially fund its activities
and perform its activities in the future.
The disposition of the Company’s treasury stock will be made to the Trust, which will be established toprovide funding for the social contribution activities of 16 Foundation.
(3) Rationality of disposal conditions, etc.
In order to continuously and stably implement the three public interest activities of 16 Foundation “regional
revitalization activity support projects,” “scholarship provision projects,” and “arts and culture promotion andsupport activity projects”. The Company believes that the number of shares to be disposed of is at areasonable size for funding the activities of the 16 Foundation. Moreover, under the structure of the scheme,
since the treasury stock is not currently expected to be sold into the market after the disposition, and as theimpact on the secondary market triggered by the disposition of treasury stock will be small, the Company
believes that the number of shares to be disposed of is at a reasonable level.
Furthermore, since the extent of dilution of shares of the Company’s stock triggered by the disposition oftreasury stock is small, representing 0.922% (truncated to three decimal places; 0.965% against the 362,690
aggregate voting rights as of March 31, 2023) of the total number of issued shares, the Company believes thatthe impact on the stock market triggered by the disposition of treasury stock will be small.
22

In addition, pursuant to resolution at a meeting of the Board of Directors held on May 11, 2023, the Company
plans to acquire treasury stock with a maximum amount of 460,000 shares, which exceeds the number ofshares to be disposed of by the disposition of treasury stock, and appropriate the treasury stock to be acquired
to the disposition. The Company believes that the scale of share dilution is reasonable because we have taken
measures to avoid stock dilution.
Pursuant to the trust agreement, The Master Trust Bank of Japan, Ltd., as the subscriber, will pay trust
proceeds earned from dividends on the Company’s stock to 16 Foundation. The Trust will hold the shares tobe disposed of in accordance with the trust agreement to be executed in the future. In the event that the Trustis terminated, the trust property will be delivered to the beneficiary of the Trust, as is.
The voting rights of the shares held by the Trust upon disposition of the treasury stock shall not be exercised
during the term of trust.
Accordingly, for the intent and purposes as mentioned above, the Company believes that the price ofdisposition of 1 yen per share is reasonable. We ask for shareholders’ approval for the delegation ofdetermination of subscription requirements to the Board of Directors of the Company concerning thisdisposition of treasury stock through third-party allotment, pursuant to provisions of Article 199(Determination of Subscription Requirements) and Article 200 (Delegation of Determination of Subscription
Requirements) of the Companies Act.
Details of treasury stock for disposal(i) Class and maximum number ofshares for disposal(ii) Minimum amount to be paid in(iii) Total amount to be paid in(iv) Method of disposal(v) Subscriber (scheduled)(vi) Date of disposal (scheduled)

350,000 shares of common stock(0.922% of total number of issued shares)*1 yen per share
350,000 yen
Disposition through third-party allotment
The Master Trust Bank of Japan, Ltd.
August 25, 2023
In addition to those prescribed above, any other matters necessary
for the determination of subscription requirements for the(vii) Delegation of determination
disposition of treasury stock shall be determined by resolution of
the Board of Directors.
* Percentage of 37,924,134 shares issued as of March 31, 2023

Outline of the foundation(i) Name(ii) Location(iii) Chairman(iv) Activities(v) Funding for activities(vi) Date of establishment

16 Foundation for Regional Promotion,a Public Interest Incorporated Foundation
8-26 Kandamachi, Gifu-shi, Gifu 500-8516, Japan
Yukio MuraseSupport for activities related to the promotion anddevelopment of local industriesSupport for activities related to improving the local social
living environmentSupport for activities related to local culture, sports,
internationalization, etc.
Holding training sessions and lectures related to the above
activities, and subsidizing human resource development

Scholarships
Promotion of and support for art and culture
Rental of facilities

Other activities necessary to achieve the purpose of thisfoundation
Investment income from basic funds and donations
August 25, 1997 (transitioned to a public interest incorporated
foundation in 2009)

Reference materials
23○“Notice of Determination of Matters Related to Acquisition of Treasury Stock”
https://www.16fg.co.jp/english/files/20230511_2.pdf○“Notice of Disposition of Treasury Stock through Third-Party Allotment with the Purpose of Supporting
the Social Contribution Activities of the Juroku Foundation for Regional Promotion”
https://www.16fg.co.jp/english/files/20230511_3.pdf

End24