These documents are translations of parts 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 these translations or for direct, indirect or any otherforms of damages arising from the translations.

Securities Code: 8367
June 8, 2023
Date of commencement of electronic provision measures: June 2, 2023
To Stockholders with Voting Rights:
Takashi Hashimoto
President
The Nanto Bank, Ltd.
16, Hashimoto-cho, Nara City,
Nara, JapanNOTICE OF CONVOCATION OF
THE 135TH ORDINARY STOCKHOLDERS’ MEETING

You are cordially notified to attend the 135th Ordinary Stockholders’ Meeting of The Nanto Bank, Ltd.
(“the Bank”). The meeting will be held for the purposes described below.
When convening this stockholders’ meeting, the Bank has taken measures for providing information inelectronic format (the “electronic provision measures”) as “Notice of Convocation of the 135th Ordinary
Stockholders’ Meeting,” and has posted matters subject to the electronic provision measures on the Bank’s
website and the Tokyo Stock Exchange (TSE) website.
The Bank’s website: https://www.nantobank.co.jp/investor/shareholder/meeting.html
The TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
To view the information, please access the TSE website (Listed Company Search), enter “The Nanto Bank”
in the “Issue name (company name)” field or “8367” in the “Code” field, and click on “Search,” and thenclick on “Basic information” and select “Documents for public inspection/PR information” in this order. Then
you will find the “Notice of Convocation of the 135th Ordinary Stockholders’ Meeting” in the “Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting” section.
Please review the Reference Documents for the Stockholders’ Meeting described in the matters subject tothe electronic provision measures and exercise your voting rights no later than 5:00 p.m. on Wednesday,June 28, 2023.
1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time

2. Place:

Hiten Room, 4F, Hotel Nikko Nara
8-1 Sanjo-hommachi, Nara-shi, Nara, Japan

3 Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Bank’s 135th
Fiscal Year (from April 1, 2022 to March 31, 2023), and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and theBoard of Corporate Auditors
2. Non-consolidated Financial Statements for the Bank’s 135th Fiscal Year(from April 1, 2022 to March 31, 2023)
1

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 Nine (9) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4: Election of Three (3) Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 5: Election of One (1) Substitute Director Who Is an Audit and Supervisory
Committee Member
Proposal No. 6: Establishment of Remuneration Amount for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Proposal No. 7: Establishment of Remuneration Amount for Directors Who Are Audit andSupervisory Committee Members
Proposal No. 8: Determination of Remuneration Limit for Performance-linked StockRemuneration Plan for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors)
End

2

Guidance onof Voting Rights
Please refer to the following for the exercise of your voting rights in advance:
When attending the meeting, please submit the enclosed exercise of voting rights form to the reception
desk.
Exercise of Voting Rights via Postal Mail
Please indicate your vote of approval or disapproval of each Deadline for exercise:proposal in the enclosed Voting Rights Exercise Form and Vote to be exercised no later than 5:00 p.m.
return the form by the deadline. If you have not indicated on Wednesday, June 28, 2023
your approval or disapproval of a proposal on the Voting
Rights Exercise Form, you will be deemed to have indicatedyour approval of the proposal.
Exercise of Voting Rights via the Internet
Please access the website for exercise of voting rights(https://evote.tr.mufg.jp/), follow the instructions on thescreen, and enter your vote of approval or disapproval ofeach proposal.

Deadline for exercise:
Vote to be exercised no later than 5:00 p.m.
on Wednesday, June 28, 2023

(1) When voting rights are exercised more than once via the Internet, the vote that arrives the latest will bedeemed the valid one.
(2) When voting rights are exercised both by the Voting Rights Exercise Form and via the Internet, the votevia the Internet will be deemed the valid one.
(3) When voting rights are exercised in writing (by mail) and there is no indication of approval ordisapproval of the proposals on the Voting Form, we will treat it as an indication of approval.


Please note that persons other than stockholders, such as proxies who are not stockholders or persons
accompanying stockholders, are not allowed to enter the place of the Stockholders’ Meeting. If you
exercise your voting rights by proxy pursuant to the provisions of the Articles of Incorporation of theBank, please have your proxy submit a document to prove his/her right to represent you.
Of the matters subject to the electronic provision measures, the following matters are not included in thepaper-based document to be delivered to shareholders who made a request for delivery of documents
pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Bank.
(Nevertheless, for the time being, the Bank intends to send the paper-based document describing thesame matters as before to all stockholders.)(1) Business Report “Status of assets and income,” “Status of employees,” “Status of major offices, etc.,” and “Other
important matters regarding the current status of the group” included in “Current Status of the
Corporate Group”
 “Liability limitation agreements,” “Indemnity agreements,” and “Directors and officers liability
insurance agreements” included in “Matters Regarding Company Directors”
 “Concurrent positions and other status of outside directors,” “Main activities of outside
directors,” “Remuneration of outside directors,” and “Opinions of outside directors” included in“Matters Regarding Outside Directors”
 “Matters Regarding Shares,” “Status of Share Acquisition Rights,” “Status of Accounting
Auditors,” “Outline of a System to Ensure the Appropriateness of Business Activities and the
Operating Status of the System,” and “Basic Policy Regarding Control of the Bank”(2) Consolidated Financial Statements and Non-consolidated Financial Statements
 Consolidated Financial Statements: Consolidated Balance Sheet, Consolidated Statement of
Income, Consolidated Statement of Changes in Net Assets, and Notes to Consolidated Financial
Statements
 Non-consolidated Financial Statements: Balance Sheet, Statement of Income, Statement of
Changes in Net Assets, and Notes to Non-consolidated Financial Statements.
3(3) Audit Reports
 Audit Reports: Independent Auditor’s Report on Consolidated Financial Statements,
Independent Auditor’s Report on Non-consolidated Financial Statements, and Audit Report ofthe Board of Corporate Auditors.
Any amendments to matters subject to the electronic provision measures will be posted on the respective
websites where the matters are posted.
The resolution of the Stockholders’ Meeting will be posted on the Bank’s website(https://www.nantobank.co.jp/) after the conclusion of this Stockholders’ Meeting in lieu of sending awritten resolution notice.

4

Reference Documents for the Stockholders’ Meeting
Proposals and References
Proposal No. 1: Appropriation of Surplus
Based on the full-year business results for this fiscal year, earnings forecast going forward, and theBank’s stockholder return policy as described below, the Bank proposes a year-end dividend of 73.00 yen
per share.
As we have already paid the interim dividend of 40.00 yen per share, the annual dividend for the 135th
fiscal year amounts to 113.00 yen per share.
Moreover, considering the business results for this fiscal year and the business environment, etc., theBank hereby proposes to provide general reserve.
1.

Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to stockholders and the total amount
73.00 yen per share of common stock of the Bank, for a total amount of 2,323,231,935 yen.
(2) Effective date of distribution of surplus
June 30, 2023

2.

Matters concerning the provision of general reserve(1) Item and amount of surplus to be increased
General reserve

1,200,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward

1,200,000,000 yen

The Bank’s stockholder return policy
The Bank will strive for a target payout ratio of 30% of net income attributable to owners of parent, while
maintaining a stable dividend of 80 yen per share.

5

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The Bank will make the transition to a company with Audit and Supervisory Committee in order tofurther strengthen corporate governance, whereby promoting sustainable growth and enhancing
corporate value over the medium to long term. The Bank will accordingly make necessary changes,
including establishments of new provisions concerning the Audit and Supervisory Committee andDirectors who are Audit and Supervisory Committee Members, deletions of provisions concerning theBoard of Corporate Auditors and Corporate Auditors, and an establishment of new provisions
concerning the delegation of decisions on the execution of important operations.
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined.)
Current Articles of Incorporation
CHAPTER I
GENERAL PROVISIONS

Proposed Amendments
CHAPTER I
GENERAL PROVISIONS

Article 1 through Article 3

Article 1 through Article 3(Provisions omitted)
Article 4(Unchanged)

Organs

Article 4

OrgansThe Bank shall have the following organs inaddition to Stockholders’ Meeting and Directors.

The Bank shall have the following organs inaddition to Stockholders’ Meeting and Directors.

1. Board of Directors

1. Board of Directors

2. Corporate Auditor

2. Audit and Supervisory Committee

3. Board of Corporate Auditors(Deleted)

4. Accounting Auditor

3. Accounting Auditor

Article 5

Article 5(Provisions omitted)

CHAPTER II(Unchanged)

SHARESCHAPTER II

Article 6 through Article 12

Article 6 through Article 12(Provisions omitted)
CHAPTER III(Unchanged)

STOCKHOLDERS’ MEETING

CHAPTER III

Article 13 through Article 19

STOCKHOLDERS’ MEETING

Article 13 through Article 19(Provisions omitted)
CHAPTER IV

SHARES(Unchanged)

DIRECTORS AND BOARD
OF DIRECTORSCHAPTER IV

DIRECTORS AND BOARD
OF DIRECTORS

Article 20 Number of Directors

Article 20 Number of Directors

The number of Directors of the Bank shall not be
more than fifteen (15).

1. The number of Directors (excluding Directors
who are Audit and Supervisory Committee
Members) of the Bank shall not be more thanfifteen (15).

(Newly established)

2. The number of Directors who are Audit andSupervisory Committee Members of the Bank
shall not be more than five (5).

6Current Articles of Incorporation

Proposed Amendments

Article 21 Election of Directors

Article 21 Election of Directors

Directors shall be elected at stockholders’ meetings.

Directors shall be elected at stockholders’ meetings
by making a distinction between Directors who are
Audit and Supervisory Committee Members and theother Directors.

(Provisions omitted)(Unchanged)

Article 22 Term of Office of Directors

Article 22 Term of Office of Directors

1. The term of office of Directors shall expire upon
the conclusion of the ordinary stockholders’meeting related to the last of the fiscal years
ending within one (1) year of the election.

The term of the office of Directors (excluding
Directors who are Audit and Supervisory Committee
Members) shall expire upon the conclusion of theordinary stockholders’ meeting related to the last of
the fiscal years ending within one (1) year of theelection.

2. The terms of office of a Director elected as a
substitute for a Director who retires prior to the
expiration of his or her term of office shallcontinue until the expiration of the term of officeof the retiring Director.

(Deleted)(Newly established)

2. The term of the office of Directors who are
Audit and Supervisory Committee Members
shall expire upon the conclusion of the ordinary
stockholders’ meeting related to the last of the
fiscal years ending within two (2) year of theelection.

(Newly established)

3. The terms of office of a Director who is an
Audit and Supervisory Committee Member
elected as a substitute for a Director who is an
Audit and Supervisory Committee Member andretires prior to the expiration of his or her termof office shall continue until the expiration of
the term of office of the retiring Director who is
an Audit and Supervisory Committee Member.

(Newly established)

4. The effect of election of a substitute Director
who is an Audit and Supervisory Committee
Member shall expire upon the beginning of theordinary stockholders’ meeting related to thelast of the fiscal years ending within two (2)years of the election.

Article 23 Representative Directors and Directors
with Specific Titles

Article 23 Representative Directors and Directors
with Specific Titles

1. The Board of Directors shall electRepresentative Directors by its resolution. The
Representative Directors shall execute thebusiness in accordance with the resolutions of
the Board of Directors.

1. The Board of Directors shall electRepresentative Directors by its resolution fromamong the Directors (excluding Directors who
are Audit and Supervisory Committee
Members). The Representative Directors shall
execute the business in accordance with theresolutions of the Board of Directors.

7

Current Articles of Incorporation

Proposed Amendments

2. The Board of Directors may appoint, by its
resolution, from among the Directors one (1)Chairperson, one (1) President, one (1) Deputy
President, and several Senior Managing
Directors and Managing Directors.

2. The Board of Directors may appoint, by its
resolution, from among the Directors (excluding
Directors who are Audit and Supervisory
Committee Members) one (1) Chairperson andone (1) President.

Article 24 Remuneration, etc. of Directors

Article 24 Remuneration, etc. of Directors

Remunerations, bonuses, and other property
interests received by the Directors from the Bank as
consideration for the execution of their duties(“Remuneration, etc.”) shall be determined by aresolution of the stockholders’ meeting.

Remunerations, bonuses, and other property
interests received by the Directors from the Bank as
consideration for the execution of their duties shallbe determined by a resolution of the stockholders’meeting by making a distinction between Directors
who are Audit and Supervisory Committee
Members and the other Directors.

Article 25

Article 25(Provisions omitted)(Unchanged)

Article 26 Convocation of Meetings of the Boardof Directors

Article 26 Convocation of Meetings of the Boardof Directors

1. Convocation notice of a meeting of the Board of
Directors shall be sent to each Director and each
Corporate Auditor at least five (5) days prior to
the date of the meeting; provided, however, thatsuch period may be shortened in case of
emergency.

1. Convocation notice of a meeting of the Board of
Directors shall be sent to each Director at least
five (5) days prior to the date of the meeting;provided, however, that such period may be
shortened in case of emergency.

2. When all of the Directors and Corporate
Auditors have given their consent, a meeting of
the Board of Directors may be held without
going through the convocation procedures.

2. When all of the Directors have given theirconsent, a meeting of the Board of Directors may
be held without going through convocation
procedures.

Article 27

Article 27(Provisions omitted)(Unchanged)(Newly established)

Article 28 Delegation of Decisions on Executionof Operations to Directors
The Bank may, in accordance with the provisions ofArticle 399-13, Paragraph 6 of the Companies Act,delegate all or part of decisions on the execution ofimportant operations (excluding matters listed ineach item of the same Article, Paragraph 5) to the
Directors by a resolution of the Board of Directors.
Article 29

Article 28(Provisions omitted)(Unchanged)

Article 29 Limitation of Liability Agreements with
Outside Directors

Article 30 Limitation of Liability Agreements with
Outside Directors(Provisions omitted)(Unchanged)8Current Articles of Incorporation
CHAPTER V

Proposed Amendments

CORPORATE AUDITORSAND THE BOARD OF
CORPORATE AUDITORSCHAPTER V

AUDIT AND SUPERVISORYCOMMITTEE

Article 30 Number of Corporate Auditors
The number of Corporate Auditors of the Bank shallnot be more than five (5).

(Deleted)

Article 31 Election of Corporate Auditors
1. Corporate Auditors shall be elected atstockholders’ meetings.

(Deleted)

2. Corporate Auditors shall be elected by aresolution adopted by a majority of the votes ofthe stockholders present at the meeting, where
stockholders holding no less than one-third (1/3)
of the total voting rights of the stockholders who
may exercise the voting rights are present.

(Deleted)

Article 32 Effect of Election of SubstituteCorporate Auditor(Deleted)

The effect of election of a substitute Corporate
Auditor shall expire upon the beginning of theordinary stockholders’ meeting related to the last of
the fiscal years ending within four (4) years of theelection.
(Term of Office of Corporate Auditors)
Article 33
1. The term of office of Corporate Auditors shall
expire upon the conclusion of the ordinary
stockholders’ meeting related to the last of the
fiscal years ending within four (4) year of theelection.

(Deleted)

2. The terms of office of a Corporate Auditor
elected as a substitute for a Corporate Auditor
who retires prior to the expiration of his or her
term of office shall continue until the expirationof the term of office of the retiring Corporate
Auditor.

(Deleted)

Article 34 Full-time Corporate Auditor andStanding Corporate Auditor

Article 31 Full-time Audit and Supervisory
Committee Member

The Board of Corporate Auditors shall elect fulltime Corporate Auditors by its resolution. In
addition, the Board of Corporate Auditors may
appoint standing Corporate Auditors by its
resolution.

The Audit and Supervisory Committee shall electfull-time Audit and Supervisory Board Members by
its resolution.

Article 35 Remuneration, etc. for Corporate
Auditors(Deleted)Remunerations, etc. of the Corporate Auditors shallbe determined by a resolution of the stockholders’meeting.

9Current Articles of Incorporation

Proposed Amendments

Article 36 Convocation of Meetings of the Boardof Corporate Auditors

Article 32 Convocation of Meetings of the Audit
and Supervisory Committee

1. Convocation notice of a meeting of the Board of
Corporate Auditors shall be sent to each
Corporate Auditor at least five (5) days prior to
the date of the meeting; provided, however, thatsuch period may be shortened in case of
emergency.

1. Convocation notice of a meeting of the Audit andSupervisory Committee shall be sent to each
Audit and Supervisory Committee Member at
least five (5) days prior to the meeting; provided,
however, that such period may be shortened incase of emergency.

2. When all of the Corporate Auditors have given
their consent, a meeting of the Board of
Corporate Auditors may be held without going
through convocation procedures.

2. When all of the Audit and Supervisory
Committee Members have given their consent, ameeting of the Audit and Supervisory Committee
may be held without going through convocation
procedures.

Article 37 Regulations of Board of Corporate
Auditors

Article 33 Regulations of Audit and Supervisory
Committee

Matters relating to the Board of Corporate Auditors
shall be governed by laws and regulations or these
Articles of Incorporation, as well as by theregulations of the Board of Corporate Auditorsprescribed by the Board of Corporate Auditors.

Matters relating to the Audit and Supervisory
Committee shall be governed by laws andregulations or these Articles of Incorporation, as
well as by the regulations of the Auditor andSupervisory Committee prescribed by the Audit andSupervisory Committee.

Article 38 Limitation of Liability Agreements with
Outside Corporate Auditors(Deleted)

The Bank may, in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act,
enter into an agreement with Outside Corporate
Auditors to limit their liability to compensate fordamage due to a failure to perform their duties;
provided, however, that the limit of liability undersuch agreement shall be up to amount prescribed bylaws and regulations.
CHAPTER VI

CHAPTER VI

ACCOUNTS

Article 39 through Article 42

ACCOUNTS

Article 34 through Article 37(Provisions omitted)(Unchanged)

10Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The terms of office of all ten (10) Directors will expire at the conclusion of this Stockholders’ Meeting. If
Proposal No. 2: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theBank will transition to a company with Audit and Supervisory Committee.
Accordingly, the election of nine (9) Directors (excluding Directors who are Audit and Supervisory
Committee Members) is proposed after the transition to a company with Audit and Supervisory Committee.
To ensure the objectivity and transparency of nominations, the candidates for Directors are determined by
the Board of Directors after deliberation by the Nomination and Compensation Advisory Committee, amajority of which consists of Outside Directors.
This proposal shall only take effect on the condition that the amendments to the Articles of Incorporation
pertaining to Proposal 2: Partial Amendments to the Articles of Incorporation comes into effect.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Member)are as follows:
Attendance at theCandidateCurrent positions at
Board of Directors
NameNo.
the Bank
meetings during the
fiscal year 2022
President
100.0%
1
Takashi Hashimoto
Re-election(Representative(13/13 meetings)
Director)
Deputy President andExecutive Officer
100.0%
2
Satoshi Ishida
Re-election(Representative(13/13 meetings)
Director)
3

Kazuya Yokotani

Director and Senior
Managing Executive
Officer

Re-election

4

Takeshi SugiuraRe-election

5

Ryuichiro Funaki

Re-election

6

Koji Honda

New
candidate7

Hidetaka Matsuzaka

Re-election

8

Kozue Nakayama

Re-election

9

Takashi NishimuraNew
candidateDirector andManaging Executive
Officer
General Manager,
Business Promotion
Headquarters
Director andManaging Executive
Officer

OutsideDirector
Independent
Officer
OutsideDirector
Independent
Officer
OutsideDirector
Independent
Officer

100.0%(13/13 meetings)

100.0%(13/13 meetings)

100.0%(13/13 meetings)

Managing Executive
Officer―

Director (Outside
Director)

100.0%(13/13 meetings)

Director (Outside
Director

100.0%(10/10 meetings)――(Note) Attendance of Ms. Kozue Nakayama at the Board of Directors meetings is after her assumption of office on June 29,
2022.

11

Candidate No. 1

Takashi Hashimoto

Re-election
Date of Birth: May 20, 1954
Number of shares of the Bank held: 8,003 shares
Years of service as a Director: 16 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1977
Joined the Bank
Jun. 2005
General Manager, Public Institutions Division, the Bank
Jun. 2007
Director, General Manager, Personnel Division, the Bank
Jun. 2010
Managing Director, General Manager, Business Management Division, the Bank
Jun. 2011
Managing Director, General Manager, Osaka Regional Headquarter, the Bank
Jun. 2013
Managing Director, the Bank
Jun. 2014
Senior Managing Director, the Bank
Jun. 2015
President (Representative Director), the Bank (to present)
Reasons for nomination as a candidate for Director
Since assuming the position of President, Mr. Takashi Hashimoto has been demonstrating his strong execution
capabilities and leadership, and taking on the transformation of the Bank by implementing various measures topursue the sustainable management of the Bank from a medium- to long-term perspective. As an officer, he iswell versed in any and all banking operations in the business promotion, management, and operations divisions
and has sufficient knowledge and experience to perform the Bank’s corporate management in an appropriate,
fair, and efficient manner. Accordingly, the Bank has nominated him as a candidate for Director.

12

Candidate No. 2

Satoshi Ishida

Re-election
Date of Birth: Oct. 6, 1974
Number of shares of the Bank held: 2,487 shares
Years of service as a Director: 4 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1997
Joined Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.)
Jul. 2001
Chief of Management Guidance, Construction Industry Division, General Policy Bureau,
Ministry of Land, Infrastructure, Transport and Tourism
Nov. 2003
Manager, Industrial Revitalization Corporation of Japan
Jul. 2010
Director, Industrial Growth Platform Inc.
Aug. 2013
Supervisory Coordinator, General Affairs Division; Supervisory Bureau, Financial Service
AgencyJul. 2015
Policy Manager, Policy Division, General Affairs Planning Bureau, Financial Services Agency
Jul. 2016
Manager, Monitoring Planning Office, General Affairs Division, Inspection Bureau, Financial
Service Agency
Jul. 2017
Director, Regional Financial Planning Office, Supervisory Bureau, Financial Services Agency
Nov. 2018
Director, Industrial Growth Platform Inc.
Feb. 2019
Advisor, Nanto Bank
Apr. 2019
Senior Managing Executive Officer, General Manager, Management Strategy Headquarters, theBank
Jun. 2019
Deputy President and Executive Officer (Representative Director), General Manager, Corporate
Strategy Headquarters, the Bank
Apr. 2020
Deputy President and Executive Officer (Representative Director), the Bank (to present)(Responsibilities)
Overall execution management, Secretarial Office, Corporate Planning Division, DX/SDGs
Special projects
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Satoshi Ishida has boldly implemented the transformation of theplanning and administration divisions with his strong execution capabilities and leadership to significantly
strengthen the Bank’s corporate governance. He has been deeply involved in the management reform of many
companies and financial administration. Because he is expected to further strengthen the decision-making andsupervisory functions of the Board of Directors, as well as to promote various important initiatives, the Bank
has nominated him as a candidate for Director.

13

Candidate No. 3

Kazuya Yokotani

Re-election
Date of Birth: Dec. 15, 1962
Number of shares of the Bank held: 4,725 shares
Years of service as a Director: 4 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1985
Joined the Bank
Jun. 2014
General Manager, General Planning Division, the Bank
Apr. 2016
Executive Officer, General Manager, Corporate Planning Division, the Bank
Apr. 2018
Executive Officer, General Manager, Public Institutions & Regional Vitality Creation Division,
the Bank
Apr. 2019
Managing Executive Officer, General Manager, Investment Headquarters, the Bank
Jun. 2019
Director and Managing Executive Officer, General Manager, Investment Management
Headquarters, the Bank
Apr. 2020
Director and Managing Executive Officer, the Bank
Apr. 2022
Director and Senior Managing Executive Officer, the Bank (to present)(Responsibilities)
Personnel and General Affairs Division, Risk Management Division, and ComplianceManagement Division
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Kazuya Yokotani has worked on restructuring of the portfolio in
the market division and promoted a personnel system reform and strengthened the internal management in the
personnel division and the risk management division. With his abundant experience especially in the planning
division, he has sufficient knowledge and experience to perform the Bank’s corporate management in an
appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a candidate for Director.

14

Candidate No. 4

Takeshi SugiuraRe-election
Date of birth: Jul. 13, 1963
Number of shares of the Bank held: 4,149 shares
Years of service as a Director: 2 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1986
Joined the Bank
Apr. 2017
Executive Officer, General Manager, Sakurai Branch, the Bank
Apr. 2018
Executive Officer, General Manager, Tokyo Branch, the Bank
Apr. 2019
Executive Officer, General Manager, Middle Nara Block Headquarters, the Bank
Apr. 2021
Managing Executive Officer, the Bank
Jun. 2021
Director and Managing Executive Officer, the Bank
Apr. 2022
Director and Managing Executive Officer, General Manager, Business Promotion
Headquarters, the Bank (to present)(Responsibilities)
Business Support Division, Corporate Solutions Division, and Asset Consulting Division
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Takeshi Sugiura has been responsible for the market division andthe credit analysis division. In fiscal year 2022, he promoted to reform the Bank’s business structure andstrengthening the system for sales of assets under custody as the head of all business activities. With hisabundant experience especially in the business division, he has sufficient knowledge and experience to performthe Bank’s corporate management in an appropriate, fair, and efficient manner. Accordingly, the Bank has
nominated him as a candidate for Director.

15

Candidate No. 5

Ryuichiro Funaki

Re-election
Date of birth: Dec. 19, 1966
Number of shares of the Bank held: 1,269 shares
Years of service as a Director: 2 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1991
Joined Fuji Bank, Ltd. (current Mizuho Bank, Ltd.)
Apr. 2002
Research Assistant, Corporate Planning Department, Mizuho Bank, Ltd.
May 2004
Senior Manager, Planning Group, ShinGinko Tokyo, Limited. (current Kiraboshi Bank, Ltd.)
Jan. 2009
Advisor, Industrial Growth Platform, Inc.
Jun. 2009
Executive Officer (in charge of Business Management Division), THE HOWA BANK, LTD.
Jul. 2012
Principal, Industrial Growth Platform, Inc.
Jul. 2012
Advisor, The Nuclear Damage Compensation and Decommissioning Facilitation Corporation
Nov. 2016
Expert Investigator, Financial Services Agency
Apr. 2019
Advisor, the Bank
Jul. 2019
Representative Director and President, Nanto Consulting Co., Ltd.
Apr. 2021
Managing Executive Officer, General Manager, Business Promotion Headquarters, the Bank
Jun. 2021
Director and Managing Executive Officer, General Manager, Business Promotion
Headquarters, the Bank
Apr. 2022
Director and Managing Executive Officer, the Bank (to present)(Responsibilities)
Financial Investment Division, Regional Business Creation Division, and Tokyo Business
Division
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Ryuichiro Funaki has demonstrated strategic thinking that goesbeyond the confines of the Bank’s traditional approaches and a high level of expertise in the business divisionand the market division. He has sought to reduce risks in the financial investment through a prompt response in
the face of the market turmoil. He has also embarked on new businesses to restore the competitiveness ofregional industries. He has diverse knowledge and experience to perform the Bank’s corporate management in
an appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a candidate for
Director.

16

Candidate No. 6

Koji Honda

New candidate
Date of Birth: Mar. 27, 1964
Number of shares of the Bank held: 3,815 shares
Years of service as a Director: ‒Past experience, positions, responsibilities and significant concurrent positions
Apr. 1987
Joined the Bank
Apr. 2018
Executive Officer, Manager, Osaka Central Sales Department, the Bank
Apr. 2019
Executive Officer, General Manager, Osaka Block Headquarters, the Bank
Apr. 2021
Executive Officer, General Manager, Nara Hokuwa Block Headquarters, the Bank
Apr. 2022
Executive Officer, Assistant General Manager, Business Promotion Headquarters, General
Manager, Nara Hokuwa Block Headquarters, General Manager, and Kyoto Block
Headquarters, the Bank
Apr. 2023
Managing Executive Officer, the Bank (to present)(Responsibilities)
Digital Strategy Division, Operations Support Division, and Credit Analysis Division
Reasons for nomination as a candidate for Director
Mr. Koji Honda has successively served as General Manager of the Bank’s block headquarters in each area
covering Nara, Osaka, and Kyoto. He also has a proven track record as the head of the frontline office withstrong execution capabilities and leadership. He has sufficient knowledge and experience to perform theBank’s corporate management in an appropriate, fair and efficient manner. In addition, based on the deep
understanding of the actual situation of customers and frontline bankers that he has cultivated so far, we can
expect him to perform credit management with an eye on post COVID-19, and to realize operations andsystems optimized for customers and bankers. Accordingly, the Bank has nominated him as a candidate for
Director.

17

Candidate No. 7

Hidetaka Matsuzaka

Re-election / Outside Director / Independent Officer
Date of Birth: Feb. 22, 1958
Number of shares of the Bank held: 1,764 shares
Years of service as a Director: 3 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1980
Joined Osaka Gas Co., Ltd.
Jun. 2009
Executive Officer, General Manager, Corporate Strategy Department, Osaka Gas Co., Ltd.
Apr. 2011
Senior Executive Officer, General Manager, Energy Resources & International Business Unit,
Osaka Gas Co., Ltd.
Jun. 2011
Director and Senior Executive Officer, General Manager, Energy Resources & International
Business Unit, Osaka Gas Co., Ltd.
Apr. 2014
Director and Senior Executive Officer, General Manager, Corporate Planning HQ, Osaka Gas
Co., Ltd.
Apr. 2015
Representative Director, Executive Vice-President, Osaka Gas Co., Ltd.
Apr. 2019
Director and Chairman, OG Capital Co., Ltd. (to present)
Jun. 2019
Advisor, Osaka Gas Co., Ltd. (to present)
Jun. 2020
Outside Director, the Bank (to present)
Jun. 2020
Outside Director, HIROSHIMA GAS Co., Ltd. (to present)
Jun. 2022
Outside Director, Nishimatsu Construction Co., Ltd. (to present)(Significant concurrent positions)
Director and Chairman, OG Capital Co., Ltd.
Advisor, Osaka Gas Co., Ltd.
Outside Director, HIROSHIMA GAS Co., Ltd.
Outside Director, Nishimatsu Construction Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles
With an abundance of experience and a wide range of knowledge in corporate and organization management,
Mr. Hidetaka Matsuzaka has a deep insight enabling him to supervise the Bank’s management by undertaking
appropriate and fair procedures, such as the voicing of opinions to the management from a high-level andbroad perspective. Accordingly, the Bank has nominated him as a candidate for Outside Director. The Bank
expects him to supervise the Bank’s management by utilizing his diverse experience in managing companies in
the industrial sector and from an independent standpoint without being bound by the framework of a financial
institution.

18

Candidate No. 8

Kozue Nakayama

Re-election / Outside Director / Independent Officer
Date of Birth: Feb. 25, 1958
Number of shares of the Bank held: 483 shares
Years of service as a Director: 1 year (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1982
Joined Nissan Motor Co., Ltd.
Apr. 2005
General Manager, Corporate Planning Division, Nissan Motor Co., Ltd.
Apr. 2008
General Manager, Brand Management Office, Nissan Motor Co., Ltd.
Sep. 2010
Vice General Manager, Brand Coordination Division, Nissan Motor Co., Ltd.
Apr. 2011
Director General for Urban Management Bureau, City of Yokohama
Apr. 2012
Director General of Culture and Tourism Bureau, City of Yokohama
Jun. 2018
President & CEO, Pacific Convention Plaza Yokohama
Jun. 2019
Outside Auditor, Imperial Hotel, Ltd. (to present)
Jun. 2020
Outside Director, TDK Corporation (to present)
Jun. 2020
Outside Director, ISUZU MOTORS LIMITED (to present)
Jun. 2022
Outside Director, the Bank (to present)(Significant concurrent positions)
Outside Director, TDK Corporation
Outside Director, ISUZU MOTORS LIMITED
Outside Auditor, Imperial Hotel, Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles
Ms. Kozue Nakayama has a wealth of experience in managing companies and local government organizations
and currently serves as Outside Director or Outside Auditor at three listed companies including those operating
globally. As she possesses broad and deep insight, the Bank has nominated her as a candidate for Outside
Director. The Bank expects her to provide suggestions that contribute to the development of the local
community, advice on the Bank’s effort to promote diversity, and supervision of bank management from an
independent standpoint based on her experience, knowledge, and deep insight in organizational management.

19

Candidate No. 9

Takashi Nishimura

New candidate / Outside Director / Independent Officer
Date of Birth: Sep. 23, 1956
Number of shares of the Bank held: 0 shares
Years of service as a Director: ‒Past experience, positions, responsibilities and significant concurrent positions
Apr. 1979
Joined Kintetsu Railway Co., Ltd. (currently Kintetsu Group Holdings Co., Ltd.)
Sep. 1979
Seconded to Kintetsu Real Estate Co., Ltd.
Nov. 2000
General Manager, Corporate Strategy Office, Kintetsu Real Estate Co., Ltd.
Dec. 2002
Director, Kintetsu Real Estate Co., Ltd.
Jun. 2010
Officer, In charge of Corporate Strategy, Kintetsu Railway Co., Ltd.
Jun. 2011
Officer, Vice-General Manager, Real Estate Business Division, Kintetsu Railway Co., Ltd.
Jun. 2012
Officer, General Manager in charge of Distribution Business, Lifestyle Related Business
Division, Kintetsu Railway Co., Ltd.
Jun. 2013
Director, Managing Executive Officer, General Manager in charge of Distribution Business,
Lifestyle Related Business Division, Kintetsu Railway Co., Ltd.
Apr. 2015
Senior Managing Director, Kintetsu Real Estate Co., Ltd.
Jun. 2019
Senior Executive Vice President, Kintetsu Real Estate Co., Ltd.
Jun. 2020
Director, Kintetsu Group Holdings Co., Ltd.
Jun. 2020
President, Kintetsu Miyako Hotels International, Inc. (to present)
Jun. 2021
Group Officer, Kintetsu Group Holdings Co., Ltd. (to present)(Significant concurrent positions)
President, Kintetsu Miyako Hotels International, Inc.
Group Executive Officer, Kintetsu Group Holdings Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Takashi Nishimura has a wealth of experience as a corporate manager at companies in the industrial sector
engaging in railway, real estate, and hotel businesses, and has extensive knowledge and deep insight incorporate organization management and governance. Accordingly, the Bank has nominated him as a candidate
for Outside Director. The Bank expects him to provide advice that contributes to the development of the local
community by utilizing diverse management experience and deep knowledge at companies in the industrial
sector, and supervision of bank management from an independent and objective standpoint.

(Notes)1. There are no special interests between any of the candidates and the Bank.
2. Mr. Hidetaka Matsuzaka, Ms. Kozue Nakayama, and Mr. Takashi Nishimura are candidates for Outside Directors under
Article 2, Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
3. Mr. Hidetaka Matsuzaka and Ms. Kozue Nakayama meet the requirements for independent officers under the provisionsof Tokyo Stock Exchange, Inc. and the “Standards for Assessing Independence” established by the Bank. Accordingly, theBank reported them as independent officers based on the rules of the Tokyo Stock Exchange. Moreover, Mr. Hidetaka
Matsuzaka serves as Advisor of Osaka Gas Co., Ltd. and the Bank has regular banking transactions with Osaka Gas Co.,
Ltd. However, such transactions account for less than 1% of the said company’s consolidated net sales and the Bank’s
consolidated gross business profit for the most recent fiscal year, and do not have an influence on his independence.
4. Mr. Takashi Nishimura meets the requirements for independent officers under the provisions of Tokyo Stock Exchange,
Inc. and the “Standards for Assessing Independence” established by the Bank. If his election is approved at thisStockholders’ Meeting, the Bank will report him as one of independent officers based on the rules of the Tokyo Stock
Exchange. Moreover, Mr. Takashi Nishimura serves as the president of Kintetsu Miyako Hotels International, Inc and agroup executive officer of Kintetsu Group Holdings Co., Ltd. The Bank has regular banking transactions with both of theabove companies. However, such transactions account for less than 1% of the said company’s consolidated net sales andthe Bank’s consolidated gross business profit for the most recent fiscal year, and do not have an influence on his
independence.
5. If the re-election of Mr. Hidetaka Matsuzaka and Ms. Kozue Nakayama is approved at this Stockholders’ Meeting, theBank will continue the liability limitation agreements with them to limit their liability for damage due to the negligence ofOutside Director’ duties to an amount by laws and regulations. In addition, if the election of Mr. Takashi Nishimura isapproved, the Bank will enter into a similar agreement with him.
6. The Bank has entered into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages including compensation

20

for damages and legal expenses to be borne by the insured. In the event that the candidates for Directors assume the officeof Directors of the Bank, they will become the insured under the said insurance contract.

21

Proposal No. 4: Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
If Proposal No. 2: Partial Amendments to the Article of Incorporation is approved as originally proposed,
the Bank will transition to a company with Audit and Supervisory Committee. Accordingly, the election of
three (3) Directors who are Audit and Supervisory Committee Members is proposed.
To ensure the objectivity and transparency of nominations, the candidates for Directors who are Audit andSupervisory Committee Members are determined by the Board of Directors after deliberation by the
Nomination and Remuneration Advisory Committee, a majority of which consists of Outside Directors.
This proposal shall only take effect on the condition that the amendments to the Articles of Incorporation
pertaining to Proposal 2: Partial Amendments to the Articles of Incorporation comes into effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate No. 1

Takao Handa

New candidate
Date of Birth: Dec. 25, 1958
Number of shares of the Bank held: 6,723 shares
Years of service as a Director: 7 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions and significant concurrent positions
Apr. 1981
Joined the Bank
Oct. 2011
General Manager, Corporate Management Division, the Bank
Jun. 2013
Director, General Manager, Value Development Division, the Bank
Jun. 2014
Director, General Manager, Personnel Division, the Bank
Apr. 2016
Director and Executive Officer, General Manager, Personnel Division, the Bank
Jun. 2016
Full-time Corporate Auditor, the Bank (to present)
Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee
MemberMr. Takao Handa has served as Director since 2013 and as full-time Corporate Auditor since 2016, and has
been involved in the management of the Bank from multi-faceted perspectives. He has fulﬁlled his
responsibilities and duties as full-time Corporate Auditor by utilizing the knowledge and experience gained in
frontline offices and the business division, and maintaining an appropriate tense relationship with the
management team to exercise the checking function. As a person who can perform his duties appropriately, theBank has continued to nominate him as a candidate for Director who is an Audit and Supervisory Committee
Member.

22

Candidate No. 2

Shuhei Aoki

New candidate / Outside Director / Independent Officer
Date of Birth: Jul. 6, 1958
Number of shares of the Bank held: 2,647 shares
Years of service as a Director: 3 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1981
Joined the Bank of Japan
Nov. 2003
General Manager, Yokohama Branch, the Bank of Japan
Jul. 2005
Deputy Director-General, Information System Services Department, the Bank of JapanMay 2008
General Manager for the Americas and Chief Representative in New York, the Bank of Japan
Jun. 2011
Director-General, Financial Markets Department, the Bank of JapanMay 2013
Director-General, Payment and Settlement Systems Department, the Bank of Japan
Jul. 2014
Executive, Hitachi, Ltd.
Apr. 2020
Executive Strategist, Hitachi, Ltd.
Jun. 2020
Outside Director, the Bank (to present)
Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory
Committee Member
Mr. Shuhei Aoki is well versed in the affairs of the overall financial industry and has an abundance ofknowledge and experience enabling him to supervise the Bank’s management by undertaking appropriate andfair procedures, such as the voicing of opinions to the management based on his deep insight from a high-leveland broad perspective. Accordingly, the Bank has nominated him as a candidate for Outside Director who is an
Audit and Supervisory Committee Member. The Bank expects him to supervise the management of the Bank
from an independent and objective standpoint as Audit and Supervisory Committee Member by utilizing his
experience and knowledge in the financial industry.

23

Candidate No. 3

Yoshihiko Kasuya

New candidate / Outside Director / Independent Officer
Date of Birth: Oct. 16, 1955
Number of shares of the Bank held: 0 shares
Years of service as a Director: ‒Past experience, positions, responsibilities and significant concurrent positions
Apr. 1979
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)May 1994
Deputy Manager, Bangkok Branch, The Mitsubishi Bank, Ltd.
Mar. 1997
Assistant General Manager, Department 3, Sales Division 1, The Bank of Tokyo-Mitsubishi,
Ltd.
Oct. 2000
Deputy General Manager, General Affairs Office, The Bank of Tokyo-Mitsubishi, Ltd.
May 2003
General Manager, International Operations Department, The Bank of Tokyo-Mitsubishi, Ltd.
May 2006
Manager, Kyoto Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Jun. 2006
Executive Officer, Manager, Kyoto Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Jun. 2008
President, Chitose Kosan Co., Ltd. (currently Chitose Corporation)
Jun. 2010
Director, Managing Executive Officer, Prince Hotel Inc. (currently SEIBU PRINCE HOTELSWORLDWIDE INC.)
Apr. 2015
Director and Executive Vice President, Executive Officer, Seibu Construction Co., Ltd.
(retired in March 2023.)
Jun. 2023
Outside Audit & Supervisory Board Member, CHINO CORPORATION (scheduled to assume
office in June 2023)
Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory
Committee Member
Mr. Yoshihiko Kasuya has extensive knowledge and deep insight based on his experience at both financial
institutions and companies in the industrial sector. Accordingly, the Bank has nominated him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member. The Bank expects him to supervise theBank’s management from an independent and objective standpoint as Audit and Supervisory Committee
Member by utilizing his diverse experiences and knowledge.

(Notes)1. There are no special interests between any of the candidates and the Bank.
2. Mr. Shuhei Aoki and Mr. Yoshihiko Kasuya are candidates for Outside Directors who are Audit and Supervisory
Committee Members as under Article 2, Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
3. Mr. Shuhei Aoki meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc. andthe “Standards for Assessing Independence” established by the Bank. Accordingly, the Bank reported him as anindependent officer based on the rules of the Tokyo Stock Exchange, Inc. In addition, if the election of Mr. YoshihikoKasuya is approved at this Stockholders’ Meeting, the Bank will report him as one of independent officers as well.
Moreover, The Bank has regular banking transactions with Hitachi, Ltd., where Mr. Shuhei Aoki served as Executive
Strategist until 2003; however, such transactions account for less than 1% of the said company’s consolidated net sales
and the Bank’s consolidated gross business profit for the most recent fiscal year, and do not have an influence on his
independence.
4. If the election of Mr. Shuhei Aoki is approved at this Stockholders’ Meeting, the Bank will continue the liability
limitation agreement with him to limit his liability for damage due to the negligence of Outside Director’ duties to an
amount by laws and regulations. In addition, if the election of Mr. Yoshihiko Kasuya is approved, the Bank will enter intoa similar agreement with him.
5. The Bank has entered into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages including compensation
for damages and legal expenses to be borne by the insured. In the event that the candidates for Directors assume the officeof Directors of the Bank, they will become the insured under the said insurance contract.

24

Skill Matrix of the Board[Internal Directors]

Male

Koji Honda

Male

Takao Handa

Male

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

●

●

●

●

●

●

●

●

●

●

Corporate
Auditor

●

●

●

●

●

●

Current
positions at
the Bank

Hidetaka
MatsuzakaMale

OutsideDirector

●

●

Kozue
Nakayama

FemaleOutsideDirector●●

Shuhei
Aoki

Male

OutsideDirector

Takashi
Nishimura

Male―

Yoshihiko
KasuyaMale―●

Finance /Accounting

Organization /Governance

GenderLocal
EconomyEconomic /Financial
Environment

Name

●

●

●
●

●

25

●

●

●
●

●
●

●

[Outside Directors]

Otherbusiness
experience

Ryuichiro
Funaki●HR
Development

Male

●

Personnel and
Planning

TakeshiSugiura●Business
Promotion

Male●

Business
Planning

KazuyaYokotani●MarketInvestment

Male

IT / Digital

Satoshi Ishida

President(Representative
Director)
DeputyPresident andExecutive
Officer(Representative
Director)
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
OfficerManaging
Executive
Officer

CreditAnalysis

Male

Finance /Accounting

Takashi
HashimotoCurrent
positions at the
Bank

Risk
Management

GenderManagement
Strategy

Name

●

●

Standards for Assessing Independence
Under the standards stipulated by the Bank, an Outside Officer is assessed to be independent from the Bank
when they do not fall and have not fallen under any of the following, currently or recently (Note 1).
(1) A person who has transactions with the Bank as the person’s principal counterparty (Note 2), or an
executive thereof if such person is a corporation, etc. (corporation or other body; hereinafter the sameinterpretation shall apply).
(2) A principal counterparty (Note 2) of the Bank, or an executive thereof if such counterparty is a
corporation, etc.
(3) A consultant, accounting professional or legal professional who receives large amounts (Note 3) of cash
or other assets other than officer renumeration from the Bank (if such consultant, accounting
professional, or legal professional receiving the assets is a group such as a corporation or partnership, a
person belonging to such group).
(4) A person who receives large amounts (Note 3) of donations or other contributions from the Bank, or an
executive thereof if such person is a corporation, etc.
(5) A principal stockholder (Note 4) of the Bank, or an executive thereof if such stockholder is a
corporation, etc.
(6) Close relative (Note 6) of persons (excluding those who are not important (Note 5)) listed below.
A. Persons who fall under (1) through (5) above.
B. Directors, Corporate Auditors, and important employees, etc. of the Bank and its subsidiaries.
(Note 1) “Recently”
A case that can be substantially treated like a case of “currently,” including the case where the candidates
for election as outside officers fall under any of the (1) through (6) listed above when the contents of the
proposal at the Stockholders’ Meeting for their election as outside officers are decided.
(Note 2) “Principal counterparty”* A person whose payments or receipts for transactions with the Bank represent more than 2% ofconsolidated net sales (for the Bank, consolidated gross business profit) in the latest fiscal year.
* A counterparty who receives the most significant credit extended from the Bank and will be seriously
affected in the event of any change in the transaction policy of the Bank.
(Note 3) “Large amounts”
For an individual, 10 million yen or more annually on average over the preceding three years. For a
corporation, partnership, or other body, an amount exceeding 2% of the consolidated net sales or total
revenue of such body.
(Note 4) “Principal stockholder”
A stockholder who holds 10% or more of the total voting rights at the end of the latest fiscal year of the
Bank.
(Note 5) “Important”
A person who holds an officer or general manager position or equivalent position at a company, or acertified public accountant, lawyer, etc. if such person belongs to an accounting office or law office.
(Note 6) “Close relative”
A relative within two degrees of kinship of a person.

26

Proposal No. 5: Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
MemberIf Proposal No. 2: Partial Amendments to the Article of Incorporation is approved as originally proposed,
the Bank will transition to a company with Audit and Supervisory Committee.
Accordingly, in the event that the number of Directors who are Audit and Supervisory Committee
Members falls short of the number of members stipulated by laws and regulations, the election of one (1)substitute Director who is an Audit and Supervisory Committee is proposed.
To ensure the objectivity and transparency of nominations, a candidate for substitute Director who is an
Audit and Supervisory Committee Member is determined by the Board of Directors after deliberation by the
Nomination and Remuneration Advisory Committee, a majority of which consists of Outside Directors. The
Board of Corporate Auditors has given its consent to this proposal.
This proposal shall only take effect on the condition that the amendments to the Articles of Incorporation
pertaining to Proposal 2: Partial Amendments to the Articles of Incorporation comes into effect.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Candidate No. 1

Kiyomi Yasui

Outside Director / Independent Officer
Date of Birth: Oct. 16, 1964
Number of shares of the Bank held: 100 shares
Years of service as a Director: ‒Past experience, positions and significant concurrent positions
Oct. 1990
Joined Asahi Shinwa Accounting Audit Firm (currently KPMG AZSA LLC)
Feb. 1994
Registered as a Japanese CPA
Sep. 2007
Retired from AZSA Audit Firm (currently KPMG AZSA LLC)
Oct. 2008
Director, Yasui CPA Office (to present)
Nov. 2008
Registered as a Tax Accountant
Jul. 2013
Secretary, The Japanese Institute of Certified Public Accountants Kinki Chapter (to present)
Jul. 2019
Chairperson, Management Committee, The Japanese Institute of Certified Public Accountants
Kinki Chapter
Jul. 2022
Chairperson, Tax System and Taxation Committee, The Japanese Institute of Certified Public
Accountants Kinki Chapter (to present)(Significant concurrent positions)
Director, Yasui CPA OfficeSecretary, The Japanese Institute of Certified Public Accountants Kinki Chapter
Chairperson, Tax System and Taxation Committee, The Japanese Institute of Certified Public
Accountants Kinki Chapter
Reasons for nomination as a candidate for substitute Director who is an Audit and Supervisory
Committee
Mr. Kiyomi Yasui has specialized knowledge and practical experience in finance and accounting as a Certified
Public Accountant, a Certified Public Tax Accountant, and a consultant. He is expected to leverage hisabundant experience and insight to audit the execution of duties by Directors and provide precise andappropriate opinions and advice from a neutral and objective viewpoint. Accordingly, the Bank has nominatedhim as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.

(Notes)1. There are no special interests between Mr. Kiyomi Yasui and the Bank.
2. Mr. Kiyomi Yasui is a candidate for Outside Director as under Article 2, Paragraph 3, Item 7 of the Regulation for
Enforcement of the Companies Act.
3. Mr. Kiyomi Yasui meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc.
and the “Standards for Assessing Independence” established by the Bank. If he assumes the office as Director, the Bank
will report him as an independent officer based on the rules of the Tokyo Stock Exchange, Inc.
4. If he assumes the office as Director, the Bank will enter into the liability limitation agreements with him to limit his
liability for damage due to the negligence of Outside Director’ duties to an amount by laws and regulations.
5. The Bank has entered into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages including compensation for27damages and legal expenses to be borne by the insured. In the event that he assumes the office of Directors of the Bank,he will become the insured under the said insurance contract.

28

Proposal No. 6: Establishment of Remuneration Amount for Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)
If Proposal No. 2: Partial Amendments to the Article of Incorporation is approved and passed asoriginally proposed, the Bank will transition to a company with Audit and Supervisory Committee.
At the 118th Ordinary Stockholders’ Meeting held on June 29, 2006, the Bank was given approval on theamount of remuneration for Directors of the Bank, which shall be no more than 600 million yen per year,
and it has been valid until today. In line with the transition to a company with Audit and Supervisory
Committee, we hereby propose to abolish the current remuneration limit and revise the amount of
remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members, thesame shall apply hereinafter in this Proposal) of the Bank, to be no more than 400 million yen per year(including no more than 80 million yen per year for Outside Directors) in consideration of the remunerationlevel of peer banks in the industry and the recent economic situation, etc.
This proposal has been determined by the Board of Directors after the deliberation at the Nomination andCompensation Committee, the majority of whose members are Outside Directors. Therefore, the Bank has
determined that the content is appropriate. In addition, at the Board of Directors’ meeting to be held after theconclusion of this Ordinary Stockholders’ Meeting, the Bank plans to change the terms to be consistent withthe transition to a company with Audit and Supervisory Committee used in “Matters regarding decision
policies pertaining to the contents of remuneration to each director” as part of “2. Matters Concerning
Company Officers (Directors and Corporate Auditors) (2) Remuneration, etc. for Company Officers” in theBusiness Report.
While the number of current Directors is ten (10) (including four (4) Outside Directors), and if Proposal
No. 2: Partial Amendments to the Articles of Incorporation and Proposal No. 3: Election of Nine (9)Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) are approved andpassed as originally proposed, the number of Directors related to this proposal will be nine (9) (including
three (3) Outside Directors).
This proposal shall only take effect on the condition that the amendments to the Articles of Incorporation
pertaining to Proposal 2: Partial Amendments to the Articles of Incorporation comes into effect.

29

Proposal No. 7: Establishment of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members
If Proposal No. 2: Partial Amendments to the Article of Incorporation is approved and passed asoriginally proposed, the Bank will transition to a company with Audit and Supervisory Committee. We
hereby propose to establish the amount of remuneration for Directors who are Audit and Supervisory
Committee Members of the Bank to be no more than 100 million yen per year in consideration of the
remuneration level of peer banks in the industry and the recent economic situation, etc.
This proposal has been determined by the Board of Directors after the deliberation at the Nomination andCompensation Committee, the majority of whose members are Outside Directors. Therefore, the Bank has
determined that the content is appropriate.
If Proposal No. 2: Partial Amendments to the Articles of Incorporation and Proposal No. 4: Election ofThree (3) Directors Who Are Audit and Supervisory Committee Members are approved and passed asoriginally proposed, the number of Directors who are Audit and Supervisory Committee Members related tothis proposal will be three (3) (including two (2) Outside Directors).
This proposal shall only take effect on the condition that the amendments to the Articles of Incorporation
pertaining to Proposal 2: Partial Amendments to the Articles of Incorporation comes into effect.

30

Proposal No. 8: Determination of Remuneration Limit for Performance-linked Stock Remuneration Plan for
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members andOutside Directors)
1.

Reasons and justification for the proposal
At the 133rd Ordinary Stockholders’ Meeting held on June 29, 2021, the Bank was given approval tointroduce a performance-linked stock remuneration plan for Directors (excluding Outside Directors)(hereinafter the “Plan”), which has been valid until today (hereinafter the “Original Resolution”). In linewith the transition to a company with Audit and Supervisory Committee subject to the approval of
Proposal No. 2: Partial Amendments to the Articles of Incorporation as originally proposed, we hereby
propose to abolish the existing remuneration limit pertaining to the Plan based on the Original
Resolution and reset the remuneration limit for Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors, the same shall apply hereinafter in this
Proposal) of the Bank under the Plan.
This proposal is a procedural matter associated with the Bank’s transition to a company with Audit
and Supervisory Committee, and the details of the remuneration limit under the Plan are substantially thesame as the Original Resolution, and it is also in line with the Bank’s basic policy for the remuneration,etc. for Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside
Directors), which is “to raise Directors’ awareness of contribution to improving medium- and long-term
performance and enhancing corporate value.” Therefore, we believe that the content of this proposal isappropriate.
Subject to the approval of Proposal No. 2: Partial Amendments to the Articles of Incorporation and
Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members) as originally proposed, the number of Directors eligible for the Plan will be six(6).
This proposal shall only take effect on the condition that the amendments to the Articles ofIncorporation pertaining to Proposal 2: Partial Amendments to the Articles of Incorporation comes into
effect.

2.

Amount and details of remuneration, etc. under the Plan
(1) Overview of the Plan
The Plan is a stock remuneration plan where the amount of remuneration contributed by the Bank isused to acquire shares of the Bank through a trust, and Directors receive, through delivery or payment(hereinafter “delivery, etc.”), shares of the Bank and cash equivalent to the shares of the Bank
(hereinafter “the Bank’s shares, etc.”). (Details are presented from (2) onwards.)i. Persons eligible for the delivery, etc. of the Bank’s shares, etc. under the Plan
• Directors of the Bank (excluding Directors who are Audit and Supervisory Committee Members,
Outside Directors, and those who do not reside in Japan)
ii. The maximum amount of money to be contributed by the Bank (as in (2) below)• A total of 100 million yen over the eligible period of three fiscal years
However, an additional amount shall be contributed as a fund for the acquisition of shares of the Bankin relation to points awarded to Directors during the initial period of the Plan, commencing from thefiscal year ended March 31, 2022, as a transitional measure due to the transition from stock options
granted as stock-based remuneration.
iii. Maximum number of the Bank’s shares, etc. for delivery, etc. to eligible Directors (as in (3) below)• The maximum total number of points to be awarded to Directors for each fiscal year shall be 28,000
points. (The maximum number of the Bank’s shares, etc. for delivery, etc. is 28,000 shares,
corresponding to one share per point.)• However, during the initial period of the Plan, commencing from the fiscal year ended March 31, 2022,
19,970 points are granted, which are equivalent to the corresponding number of shares to be issued
upon exercise of the stock acquisition rights, as a transitional measure due to the transition from stock
options granted as stock-based remuneration.
iv. Method used to acquire shares of the Bank (as in (2) below)

31• It is planned to acquire shares of the Bank through market transactions or from the Bank (through thedisposal of treasury stock). (No dilution has occurred, as the trust established in the fiscal year 2021
acquired shares through market transactions.)• The number of shares corresponding to the maximum number of points to be awarded to Directors foreach fiscal year is equivalent to 0.1% of the total number of issued shares (after deducting treasury
stock, as of March 31, 2023).
v. Details of the link to performance (as in (3) below)• Varying from 0% to 200% based on the factors including the degree to which each fiscal year’s
performance targets (business profit from customer services, etc.) have been achieved
vi. Timing of the delivery, etc. of the Bank’s shares, etc. (as in (4) below)* At the time of the Director’s retirement (including cases where a Director who is not an Audit andSupervisory Committee Member has resigned and assumed the position of Director who is an Audit
and Supervisory Committee Member)* At the time of death, in the event of the Director’s death.
(2) Maximum amount of money to be contributed by the Bank
The Bank has introduced the Plan for the three fiscal years, beginning from the fiscal year ended
March 31, 2022, and concluding with the fiscal year ending March 31, 2024 (hereinafter the “Plan
Period”). For the initial Plan Period, the Bank has established the trust by contributing 150 million yen
required for the acquisition of shares to deliver benefits to the Bank’s Directors under the Plan. The trust
has acquired 73,200 shares of the Bank using the money contributed by the Bank as a source of funds. Inline with the transition to a company with Audit and Supervisory Committee, the trust will continue toexist as a trust whose beneficiaries are Directors who meet the beneficiary requirements. The Bank has
contributed 50 million yen of the money contributed to the acquisition of shares to the trust as a fund forthe acquisition of shares corresponding to points awarded to Directors as a transitional measure for thetransition from stock options granted as stock-based remuneration.
At the conclusion of the period of the trust, instead of establishing a new trust, the existing trust may
be continued through the amendment of the trust agreement and additional contribution to the trust. In
this case, the trust period shall be extended by three years, and the Plan Period shall comprise the threefiscal years commencing from the time when the period was extended. The Bank shall make an
additional contribution of up to 100 million yen for each trust period after extension, and shall continue
to award points to Directors during the extended trust period. The trust shall continue the delivery, etc. of
the Bank’s shares, etc. during the extended trust period.
However, where an additional contribution is made by the Bank, and where shares of the Bank
(excluding shares awaiting delivery to a Director who holds a corresponding number of points) or cash
(hereinafter “residual shares, etc.”) remain among the trust assets as of the final day of the trust period
immediately before extension, the sum of the value of these residual shares, etc. and the additional
contribution must not exceed 100 million yen.
In the event that the trust agreement is not amended, nor an additional trust established at theconclusion of the trust period (or at the conclusion of the extended trust period, should the trust period
be extended as described above), then no further points shall be awarded to Directors from that time on.
If, however, at that time, there is a possibility that an incumbent Director may satisfy the requirements
for eligible beneficiary, then the period of the trust may be extended temporarily for the purpose ofcompleting the delivery, etc. of the Bank’s shares, etc. to the Director.
(3) Calculation method and maximum number of the Bank’s shares, etc. for delivery, etc. to Directors
During a designated period, subsequent to the conclusion of each fiscal year within the Plan Period,
the Bank shall grant Directors “fixed points” corresponding to their rank, and a number of“performance-linked points” varying between 0% and 200% of a certain number, depending on factors
such as the degree to which management targets (business profit from customer services, etc.) have beenachieved.
In addition, as described above, when establishing the trust, the Bank will also award points to
Directors who have relinquished stock acquisition rights previously granted as stock-based remuneration
following the introduction of the Plan, as a transitional measure for the transition from stock options
granted as stock-based remuneration. The number of points thus awarded shall be equivalent to thenumber of shares whose stock acquisition rights have been relinquished.

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Points awarded shall be accumulated each year, and delivery, etc. of the Bank’s shares, etc. shall bemade to each Director at the time of his or her retirement, in accordance with the number of points he or
she has accumulated (hereinafter the “Accumulated Points”).
Each point shall correspond to one share of the Bank’s stock. However, the number of the Bank’s
shares, etc. per point may be adjusted, if adjustment is deemed reasonable due to an event such as astock split or stock consolidation of the Bank’s stock during the trust period, in accordance with thestock split ratio, consolidation ratio, or other factors.
The maximum total number of points to be awarded to Directors of the Bank each fiscal year shall be
28,000 points. The total number of the Bank’s shares, etc. to be delivered to Directors through the trust
for each fiscal year shall therefore not exceed 28,000 shares. However, effective on August 31, 2021,
19,970 points was awarded to the eligible personnel during the initial period of the Plan, in addition to
the total number of points to be awarded for each fiscal year stated above, as a transitional measure forthe transition from stock options granted as stock-based remuneration.
(4) Method and timing for the delivery, etc. of the Bank’s shares, etc. to Directors
A Director who has satisfied the requirements for eligible beneficiary shall receive the delivery, etc.
of a certain number of the Bank’s shares, etc. calculated based in (3) above, at the time of his or her
retirement from the position of Director (including cases where a Director who is not an Audit andSupervisory Committee Member has resigned and assumed the position of Director who is an Audit andSupervisory Committee Member). The said Director shall receive the delivery of a certain number ofshares of the Bank’s stock (rounded down to the nearest trading unit) equivalent to a certain proportionof his or her Accumulated Points. The residual shares shall be converted to cash within the trust, and the
Director shall receive cash equivalent to the shares.
In the event of the death of an incumbent Director, shares of the Bank corresponding to all
Accumulated Points already awarded to the Director at that time shall, in principle, be converted to cash
within the trust, and the heir of the deceased Director shall receive cash equivalent to the shares.
(5) Voting rights associated with shares of the Bank held in the trust
Voting rights associated with shares of the Bank held in the trust shall not be exercised for theduration of the trust period, in order to ensure neutrality with respect to the Bank’s management.
(6) Other details of the Plan
Other details of the Plan shall be determined by the Board of Directors at the occasion of theestablishment of the trust, amendment to the trust agreement, and additional contributions to the trust.

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