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, 2022
To Stockholders with Voting Rights:
Takashi Hashimoto
President
The Nanto Bank, Ltd.
16, Hashimoto-cho, Nara City,
Nara, JapanNOTICE OF CONVOCATION OF
THE 134TH ORDINARY STOCKHOLDERS’ MEETING

You are cordially notified to attend the 134th Ordinary Stockholders’ Meeting of The Nanto Bank, Ltd.
(“the Bank”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing (via postal mail) or
electronically (via the Internet). Please review the Reference Documents for the Stockholders’ Meeting
described hereinafter and exercise your voting rights by no later than 5:00 p.m. on Tuesday, June 28, 2022.

1. Date and Time:

Wednesday, June 29, 2022 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. The Business Report, Consolidated Financial Statements for the Bank’s
134th Fiscal Year (from April 1, 2021 to March 31, 2022), and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the Bank’s 134th Fiscal Year(from April 1, 2021 to March 31, 2022)
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 Ten (10) Directors

End1

Guidance on Exercise of Voting Rights
You can exercise your voting rights by one of the following three methods:
In order to limit the risk of COVID-19 infection, please exercise your voting rights in advance via postal
mail or via the Internet where possible.
Exercise of Voting Rights via Postal Mail
Please indicate your vote of approval or disapproval of each
proposal in the enclosed Voting Rights Exercise Form andreturn the form by the deadline.

Deadline for exercise:
Vote to be exercised no later than 5:00 p.m.
on Tuesday, June 28, 2022

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 Tuesday, June 28, 2022

(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.
Exercise of Voting Rights by Attending the Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception
desk.






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 documents that need to be provided with this Notice of Convocation, matters concerning (1)through (3) below are, in accordance with laws and regulations and Article 17 of the Articles ofIncorporation of the Bank, posted on the Bank’s website (https://www.nantobank.co.jp/), and are
therefore not included in the documents attached to this Notice of Convocation.
(1) The Bank’s Stock Acquisition Rights and the Systems to Ensure Proper Operations, which are part ofthe Business Report.
(2) The Non-consolidated Statement of Changes in Net Assets and the Notes to the Non-consolidated
Financial Statements, which are part of the Non-consolidated Financial Statements.
(3) The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial
Statements, which are part of the Consolidated Financial Statements.
The Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statementsthat have been audited by Corporate Auditors consist of the documents listed in (1) through (3) above, as
well as the Business Report, Non-consolidated Financial Statements and Consolidated Financial
Statements attached to this Notice of Convocation. Moreover, the Non-consolidated Financial Statements
and Consolidated Financial Statements that have been audited by the Accounting Auditor consist of the
documents listed in (2) and (3) above, as well as the Non-consolidated Financial Statements andConsolidated Financial Statements attached to this Notice of Convocation.
Any updates to the Reference Documents for the Stockholders’ Meeting, Business Report, Nonconsolidated Financial Statements and Consolidated Financial Statements will be posted on the Bank’s
website (https://www.nantobank.co.jp/).

2

Reference Documents for the Stockholders’ Meeting
Proposals and References
Proposal No. 1: Appropriation of Surplus
Based on the business results for this fiscal year and the Bank’s stockholder return policy as described
below, the Bank proposes a year-end dividend of 70.00 yen per share.
As we have already paid the interim dividend of 40.00 yen per share, the annual dividend for the 134th
fiscal year amounts to 110.00 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
70.00 yen per share of common stock of the Bank, for a total amount of 2,283,865,150 yen.
(2) Effective date of distribution of surplus
June 30, 2022

2.

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

8,300,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward

8,300,000,000 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.

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No.70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for the stockholders’ meeting, the Articles of Incorporation of the Bank shall be amended asfollows:(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference
documents for the ordinary stockholders’ meeting, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to stockholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference documents
for the stockholders’ meeting, etc. (Article 17 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
[Reference]
The system for electronic provision of materials is a system whereby materials for the ordinary
stockholders’ meeting are uploaded onto a website such as the Bank’s website, and stockholders arenotified in writing of the website address, etc.
Since the electronic provision system is obligatory for listed companies, the system will be applied to
the Bank from the next ordinary stockholders’ meeting (to be held in June 2023).

4

2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the Stockholders’Meeting, Etc.)

Proposed Amendments

Article 17 The Bank may, when convening a
stockholders’ meeting, deem that it has
provided information to stockholders
pertaining to matters to be described orindicated in the reference documents forthe stockholders’ meeting, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing suchinformation through the Internet inaccordance with the provisions provided
in the Ordinance of the Ministry ofJustice.

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

Article 17 The Bank shall, when convening a
stockholders’ meeting, provide
information contained in the reference
documents for the stockholders’meeting, etc. electronically.
2. Among the matters to be provided
electronically, the Bank may choose not
to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to
be sent to stockholders who haverequested it by the record date forvoting rights.
Supplementary provisions<Newly established>

1.

5

The deletion of Article 17 (Internet Disclosure
and Deemed Provision of Reference Documents
for the Stockholders’ Meeting, Etc.) of thecurrent Articles of Incorporation and the
proposed Article 17 (Measures for Electronic
Provision, Etc.) shall come into effect on
September 1, 2022, the date of enforcement of
the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (“theEffective Date”).

Current Articles of Incorporation

Proposed Amendments

62.

Notwithstanding the provisions of the preceding
paragraph, Article 17 of the current Articles ofIncorporation shall remain in force with respect
to a stockholders’ meeting to be held on a datewithin six months from the Effective Date.

3.

These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the stockholders’ meeting of
set forth in the preceding paragraph, whicheveris later.

Proposal No. 3: Election of Ten (10) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Stockholders’ Meeting.
Accordingly, the election of ten (10) Directors, including one (1) new candidate, is proposed. If this proposal
is approved, there will be four (4) Independent Outside Directors out of ten (10) Directors.
The Nomination and Compensation Advisory Committee, the majority of which are Independent Outside
Directors, was consulted on the nomination of all the candidates for Directors, and the Board of Directors
made a resolution based upon the Committee’s recommendations.
All four (4) candidates for Outside Directors in this proposal meet the Bank’s “Standards for Assessing
Independence” of Outside Directors on page 19.
The candidates for Directors are as follows:

CandidateNo.

Current positions at
the Bank

Name

1

Takashi Hashimoto

Re-election

2

Satoshi Ishida

Re-election

3

Kazuya Yokotani

Re-election

4

Kazunobu Nishikawa

Re-election

5

Takeshi SugiuraRe-election

6

Ryuichiro Funaki

Re-election

President(Representative
Director)
Deputy President andExecutive Officer(Representative
Director)
Director and Senior
Managing Executive
Officer
Director andManaging Executive
Officer
Director andManaging Executive
Officer
General Manager,
Business Promotion
Headquarters
Director andManaging Executive
Officer

Attendance at theBoard of Directors
meetings during the
fiscal year 2021
100.0%(12/12 meetings)
100.0%(12/12 meetings)
100.0%(12/12 meetings)
100.0%(9/9 meetings)

100.0%(9/9 meetings)

100.0%(9/9 meetings)

OutsideDirector
Director (Outside
100.0%
7
Matazaemon Kitamura Re-election
Independent Director)(12/12 meetings)
Officer
OutsideDirector
Director (Outside
100.0%
8
Hidetaka Matsuzaka
Re-election
Independent Director)(12/12 meetings)
Officer
OutsideDirector
Director (Outside
100.0%
9
Shuhei Aoki
Re-election
Independent Director)(12/12 meetings)
Officer
OutsideNew
Director
10
Kozue Nakayama‒‒
candidate
Independent
Officer(Note) Attendance of Messrs. Kazunobu Nishikawa, Takeshi Sugiura, and Ryuichiro Funaki at the Board of
Directors meeting is after their assumption of office on June 29, 2021.
7

[Reference]
Skill Matrix of the Board[Internal Directors]
Name

Current
position at the
Bank

Takashi
HashimotoPresident(Representative
Director)

Satoshi
IshidaKazuyaYokotani

Kazunobu
NishikawaTakeshiSugiuraRyuichiro
FunakiDeputyPresident andExecutive
Officer(Representative
Director)
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
OfficerManagement
Risk
Credit IT / Financial Business Business
Strategy Management Analysis Digital Investment Planning Promotion

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

Economic /Organization /Financial
Governance
Environment[Outside Directors]
Current
position at
the Bank

Local
EconomyMatazaemon
Kitamura

OutsideDirector●

Hidetaka
Matsuzaka

OutsideDirector

Shuhei Aoki

OutsideDirector

Kozue
Nakayama

―

●

●

●

Name

●

●
●
●

8

Personnel
Other
HR
and
business
Development
Planning
experience

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Candidate No. 1

Takashi Hashimoto

Re-election
Date of birth: May 20, 1954
Number of shares of the Bank held: 7,124 shares
Terms of office as a Director: 15 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1977
Joined the Bank
Jun. 1999
General Manager, Kanmaki Branch, the Bank
Apr. 2001
General Manager, Kyoto Corporate Business Office, Business Management Division, the Bank
Jun. 2002
Deputy General Manager, Business Management Division; General Manager, Kyoto Corporate
Business Office, the Bank
Jun. 2003
General Manager, Kyoto Branch, 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 leading and implementing thetransformation of the Bank towards sustainable management, based on his belief that fundamental change isrequired in the traditional banking operations in order to respond to the significant changes in customers’
needs. As an officer well versed in any and all bank operations in the business promotion, management, andoperations divisions, 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.

9

Candidate No. 2

Satoshi Ishida

Re-election
Date of birth: Oct. 6, 1974
Number of shares of the Bank held: 1,775 shares
Terms of office as a Director: 3 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1997
Joined Dai-Ichi Kangyo Bank, Limited (current Mizuho Bank, Ltd.)
Jul. 2001
Chief, Management Guidance Unit, Construction Industry Division, Policy Bureau, Ministry ofLand, Infrastructure, Transport and Tourism
Nov. 2003
Manager, Industrial Revitalization Corporation of Japan
Jul. 2010
Director, Industrial Growth Platform, Inc.
Aug. 2013
Supervisory and Coordination Officer, Planning and Management Division, Supervision
Bureau, Financial Services Agency
Jul. 2015
Policy Management Officer, Policy Division, Planning and Coordination Bureau, Financial
Services Agency
Jul. 2016
Director, Monitoring Planning Office, Inspection Coordination Division, Inspection Bureau,
Financial Services Agency
Jul. 2017
Director, the Regional Finance Planning Office, Supervision Bureau, Financial Services
AgencyNov. 2018
Director, Industrial Growth Platform, Inc.
Feb. 2019
Advisor, the 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, Corporate Planning Division, Osaka Block Headquarters, and
DX/SDGs special projects
Reasons for nomination as a candidate for Director
Mr. Satoshi Ishida is well versed in corporate management and financial circles overall and has abundant
experience gained through his work in the management reform of many companies. He has extensive
knowledge that enables him to perform the Bank’s corporate management in an appropriate and fair manner.
For three years since assuming the position of Deputy President, he has particularly embarked on atransformation of the planning and administration divisions. In addition to the formulation and implementationof management plans, he has reviewed the structures of the Board of Directors and other committee bodies,and he reformed and established the organizational foundation for the Bank’s sustainable management, thereby
substantially strengthened its corporate governance. In the midst of major changes in the world triggered by the
COVID-19 pandemic, he is expected to strengthen the effectiveness of the decision-making functions andsupervisory functions of the Board of Directors, in addition to the strong promotion of the efforts related todigital transformation (DX) strategy and SDGs, which is an urgent issue. Accordingly, the Bank has nominatedhim as a candidate for Director.

10Candidate No. 3

Kazuya Yokotani

Re-election
Date of birth: Dec. 15, 1962
Number of shares of the Bank held: 3,959 shares
Terms of office as a Director: 3 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1985
Joined the Bank
Jun. 2007
Acting General Manager, General Planning Division, the Bank
Apr. 2011
General Manager, Higashi-Ikoma Branch, the Bank
Aug. 2012
Deputy General Manager, General Planning Division, 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, Compliance Management
Division, Middle Nara Block Headquarters, and South Nara / Wakayama Block Headquarters
Reasons for nomination as a candidate for Director
For three years since assuming the position of Director, Mr. Kazuya Yokotani has mainly been responsible forfinancial investment, personnel and general affairs, and risk management. For financial investment, he has
worked on restructuring of the portfolio capable of responding to changes as much as possible and delivered
tangible results leading to a change in the Bank’s internal structure. He launched a personnel system reform todevelop human resources capable of responding appropriately to changes and developed a system toward
strengthening the Bank’s internal management. With his abundant knowledge and experience mainly in theplanning 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.

11

Candidate No. 4

Kazunobu Nishikawa

Re-election
Date of birth: Jul. 3, 1963
Number of shares of the Bank held: 5,097 shares
Terms of office as a Director: 1 year (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1986
Joined the Bank
Jun. 2008
Manager, Amagasaki Corporate Business Office, Business Management Division, the Bank
Sep. 2009
General Manager, Amagasaki Branch, the Bank
Oct. 2010
Group Leader, Business Management Division, the Bank
Apr. 2011
Group Leader, Business Management Division; Manager, Nara Corporate Business Office, theBankOct. 2012
Deputy General Manager, Business Management Division, the Bank
Apr. 2013
General Manager, Takadahonmachi Branch, the Bank
Apr. 2015
General Manager, General Affairs Division, the Bank
Apr. 2017
Executive Officer, General Manager, Head Office, the Bank
Apr. 2019
Executive Officer, General Manager, Corporate Planning Division, the Bank
Apr. 2020
Executive Officer, General Manager, North Nara Block Headquarters, the Bank
Apr. 2021
Managing Executive Officer, the Bank
Jun. 2021
Director and Managing Executive Officer, the Bank (to present)(Responsibilities)
Digital Strategy Division, Operations Support Division, Credit Analysis Division, North Nara
Block Headquarters, and Kyoto Block Headquarters
Reasons for nomination as a candidate for Director
For one year since assuming the position of Director, Mr. Kazunobu Nishikawa has been responsible for
digital strategy and operations support. In the DX strategy, which is one of our key tasks, he improved theinfrastructure inside the Bank and made significant progress in the reform of non face-to-face digitaltransactions. With his abundant knowledge and experience in both the planning and business divisions, he has
sufficient knowledge and experience to perform the Bank’s corporate management in an appropriate, fair, andefficient manner. Accordingly, the Bank has nominated him as a candidate for Director.

12

Candidate No. 5

Takeshi SugiuraRe-election
Date of birth: Jul. 13, 1963
Number of shares of the Bank held: 3,397 shares
Terms of office as a Director: 1 year (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1986
Joined the Bank
Jun. 2008
General Manager, Kamikoma Branch, the Bank
May. 2010
Senior Credit Officer, Credit Analysis Division, the Bank
Jun. 2011
General Manager, Unebi Branch, the Bank
Apr. 2013
General Manager, Osaka Branch, the Bank
Jun. 2014
General Manager, Sakurai Branch, 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
For one year since assuming the position of Director, Mr. Takeshi Sugiura has been responsible for financial
investment and credit analysis divisions. While further strengthening the Bank’s internal structure for financial
investment, he implemented appropriate measures in the credit analysis division, such as launching a crossfunctional project team with the aim of strengthening support for our client companies who have been greatly
affected by the COVID-19 pandemic. He is capable of establishing an ideal business division as the head of all
business activities, 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.

13

Candidate No. 6

Ryuichiro Funaki

Re-election
Date of birth: Dec. 19, 1966
Number of shares of the Bank held: 606 shares
Terms of office as a Director: 1 year (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1991
Joined The Fuji Bank, Limited (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
For one year since assuming the position of Director, Mr. Ryuichiro Funaki has been responsible for overallbusiness activities. He is well versed especially in the consulting business gained through his experience insolution businesses offered to many companies at a consulting company, in addition to his experience inbusiness planning at a megabank and as an executive officer at another regional bank. He worked to review
individual and corporate business strategies and the DX strategy that supports them with a new concept that
goes beyond the confines of traditional approaches. He is capable of establishing new businesses that
contribute to the development of the local community by utilizing his diverse and outstanding experience andabilities, 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.

14

Candidate No. 7

Matazaemon Kitamura

Re-election / Outside Director/ Independent Officer
Date of birth: Aug. 6, 1954
Number of shares of the Bank held: 5,949 shares
Terms of office as a Director: 6 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1978
Joined The Fuji Bank, Limited (current Mizuho Bank, Ltd.)
Feb. 1988
Director, Kitamura Forestry Co., Ltd.
Sep. 2005
Representative Director and President, Kitamura Forestry Co., Ltd. (to present)
Jun. 2016
Outside Director, the Bank (to present)(Significant concurrent positions)Representative Director and President, Kitamura Forestry Co., Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles
Having been engaged in corporate management as a corporate executive over a long period, Mr. Matazaemon
Kitamura is well versed in overall management and has an abundance of knowledge and experience enabling
him to supervise the Bank’s management by undertaking appropriate and fair procedures, such as the voicingof opinions based on his deep insight. Accordingly, the Bank has nominated him as a candidate for Outside
Director. He was appointed as the chairperson of the Nomination and Compensation Advisory Committee of
the Bank. The Bank expects him to play a role as a leader among Outside Directors, helping to strengthen thecollaboration between Outside Directors and management.
Supplementary explanation on independence
・The Bank has steady banking transactions with Kitamura Forestry Co., Ltd., where Mr. Matazaemon
Kitamura serves as Representative Director and President. However, such transactions account for less than
1% of the company’s 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. The Bank also has deposit transactions with Kitamura
Forest Conservation Foundation, where he serves as Representative Director, but such transactions account forless than 1% of the Bank’s consolidated gross business profit, and do not have an influence on his
independence.
・ Kitamura Forestry Co., Ltd. and Kitamura Forest Conservation Foundation hold the Bank’s shares,
accounting for 1.28% and 0.67% respectively of the Bank’s total voting rights at the end of the most recent
fiscal year, and do not have an influence on his independence.
・He meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc. andthe “Standards for Assessing Independence” established by the Bank, and there is no risk of conflicts ofinterest with general stockholders. Therefore, if his election is approved at this Stockholders’ Meeting, he willcontinue to serve as an independent officer.

15

Candidate No. 8

Hidetaka Matsuzaka

Re-election / Outside Director/ Independent Officer
Date of birth: Feb. 22, 1958
Number of shares of the Bank held: 1,081 shares
Terms of office as a Director: 2 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)(Significant concurrent positions)
Director and Chairman, OG Capital Co., Ltd.
Advisor, Osaka Gas Co., Ltd.
Outside Director, HIROSHIMA GAS 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 large and broad
perspective. Accordingly, the Bank has nominated him as a candidate for Outside Director. The Bank expects
him to use his experience to supervise the Bank’s management from an independent and objective standpoint,
without being bound by the framework of a financial institution.
Supplementary explanation on independence
・The Bank has steady banking transactions with Osaka Gas Co., Ltd., where Mr. Hidetaka Matsuzaka serves
as an advisor. However, such transactions account for less than 1% of the 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.
・He meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc. andthe “Standards for Assessing Independence” established by the Bank, and there is no risk of conflicts ofinterest with general stockholders. Therefore, if his election is approved at this Stockholders’ Meeting, he willcontinue to serve as an independent officer.

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Candidate No. 9

Shuhei Aoki

Re-election / Outside Director/ Independent Officer
Date of birth: Jul. 6, 1958
Number of shares of the Bank held: 1,622 shares
Terms of office as a Director: 2 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 Japan
May. 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 Japan
May. 2013
Director-General, Payment and Settlement Systems Department, the Bank of Japan
Jul. 2014
Executive, Hitachi, Ltd.
Apr. 2020
Executive Strategist, Hitachi, Ltd. (Retired in March 2022)
Jun. 2020
Outside Director, the Bank (to present)
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Shuhei Aoki is well versed in the affairs of the overall financial industry in light of the expected roles as
Outside Director, and has an abundance of knowledge and experience enabling him to supervise the Bank’s
management by undertaking appropriate and fair procedures, such as the voicing of opinions to the
management based on his deep insight from a broad perspective. Accordingly, the Bank has nominated him asa candidate for Outside Director. The Bank expects him to provide appropriate advice based on his own
knowledge and to use his experience in the financial industry, and to supervise the Bank’s management froman independent and objective standpoint.
Supplementary explanation on independence・He meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc. andthe “Standards for Assessing Independence” established by the Bank, and there is no risk of conflicts ofinterest with general stockholders. Therefore, if his election is approved at this Stockholders’ Meeting, he willcontinue to serve as an independent officer.

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Candidate No. 10

Kozue Nakayama

New candidate / Outside Director/ Independent Officer
Date of birth: Feb. 25, 1958
Number of shares of the Bank held: 0 shares
Terms of office as a Director: ‒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)(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 as a corporate manager and currently serves as Outside
Director or Outside Auditor at three listed companies. As she possesses broad and deep insight, the Bank has
nominated her as a candidate for Outside Director. The Bank expects her to provide advice that contributes tothe development of the local community, advice on the Bank’s effort to promote diversity, and supervision ofbank management from an independent and objective standpoint based on her diverse experience andknowledge.
Supplementary explanation on independence
・She meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc.
and the “Standards for Assessing Independence” established by the Bank, and there is no risk of conflicts ofinterest with general stockholders. Therefore, if her election is approved at this Stockholders’ Meeting, she will
be an independent officer.
(Notes)1. There are no special interests between any of the candidates for Directors and the Bank.
2. If the election of Messrs. Matazaemon Kitamura, Hidetaka Matsuzaka, and Shuhei Aoki is approved at this Stockholders’Meeting, the Bank will continue the liability limitation agreements with them to limit their liability for damage due to thenegligence of Outside Director’ duties to an amount by laws and regulations. If the election of Ms. Kozue Nakayama isapproved, the Bank intends to enter in to a similar agreement with her.
3. 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 fordamages and legal expenses to be borne by the insured. In the event that the candidates for Directors assume the office of
Directors of the Bank, they will become the insured under the said insurance contract.

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(Reference)
Standards for Assessing Independence
Under the standards stipulated by the Bank, an Outside Director or Outside Corporate Auditor 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) ofcash or other assets other than officer compensation 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 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.

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