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 10, 2020
To Stockholders with Voting Rights:
Takashi Hashimoto
President
The Nanto Bank, Ltd.
16, Hashimoto-cho,Nara City, Nara, JapanNOTICE OF CONVOCATION OF
THE 132ND ORDINARY STOCKHOLDERS’ MEETING
You are cordially notified of the 132nd Ordinary Stockholders' Meeting of The Nanto Bank, Ltd. (the“Bank”). The meeting will be held for the purposes as described below.
Instead of attending the meeting, you can exercise your voting rights in writing or 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 Thursday, June 25, 2020.

1. Date and Time:

Friday, June 26, 2020 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 and Non-consolidated Financial Statements for the
Bank’s 132nd Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 132nd Fiscal Year (from
April 1, 2019 to March 31, 2020) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Board of Corporate
Auditors
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Two (2) Corporate Auditors
Proposal No. 4: Election of One (1) Substitute Corporate AuditorEnd

1

Guidance on Exercise of Voting Rights
You can exercise your voting rights by one of the following three methods:
Please kindly note that we strongly encourage you to exercise your voting rights in advance inwriting or via the internet, considering the health and safety of our stockholders and with the
purpose of preventing the infection risk.
Exercise of Voting Rights
by Attending the Meeting

Exercise of Voting Rights
in Writing

Exercise of Voting Rights
via the Internet

When attending the meeting,please submit the enclosed Voting
Rights Exercise Form at thereception desk.

Please indicate your vote of
approval or disapproval of each
proposal in the enclosed Voting
Rights Exercise Form and returnthe form by the deadline.

Please access the website forexercise of voting rights(https://evote.tr.mufg.jp/), follow
the instructions on the screen, andenter your vote of approval ordisapproval of each proposal.

Date and time of the meeting:
10:00 a.m. on June 26, 2020
(Friday)

Deadline for exercise:
Forms to be returned by no later
than 5:00 p.m. on June 25, 2020(Thursday)

Deadline for exercise:
Vote to be exercised by no later
than 5:00 p.m. on June 25, 2020(Thursday)(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.







When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Please note that the 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,
Non-consolidated 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
The Bank proposes the appropriation of surplus as follows, under its basic policy of distributing
continuous and stable dividends while ensuring internal reserves to strengthen its financial
management setup and fund future business developments and others.
1.

2.

Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to stockholders and the total amount
40.00 yen per share of common stock of the Bank, for a total of 1,304,267,680 yen
Since we have already paid the interim dividend of 40.00 yen, the annual dividend for the 132nd
fiscal year amounts to 80.00 yen per share.
(2) Effective date of distribution of surplus
June 29, 2020
Other matters concerning the appropriation of surplus(1) Item and amount of surplus to be increased
General reserve
700,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 700,000,000 yen

3Proposal No. 2: Election of Nine (9) Directors
Director Masami Ishii resigned effective on January 6, 2020, and the terms of office of all eight (8)remaining Directors will expire at the conclusion of this Stockholders’ Meeting. Accordingly, the election ofnine (9) Directors, including three (3) Outside Directors, is proposed.
The candidates for Directors are as follows:
Candidate
No.

Name

1

Takashi Hashimoto

Reelection

President (Representative Director)

2

Satoshi Ishida

Reelection

Deputy President and Executive Officer(Representative Director)

3

Keizo Nishikawa

Reelection

Director and Senior Managing
Executive Officer (Representative
Director)

4

Kazuomi Nakamuro

Reelection

Director and Managing Executive
Officer5

Kazuya Yokotani

Reelection

Director and Managing Executive
Officer

6

Satoru WadaNew
candidate

Managing Executive Officer, General
Manager, Business Promotion
Headquarters

Current positions at the Bank

7

Matazaemon Kitamura

Reelection

8

Hidetaka Matsuzaka

Newcandidate

9

Shuhei Aoki

NewcandidateOutsideDirector
Independent
Officer
OutsideDirector
Independent
Officer
OutsideDirector
Independent
Officer4

Director (Outside Director)

Candidate No. 1

Takashi Hashimoto

Reelection
Date of birth: May 20, 1954
Number of shares of the Bank held: 5,611 shares
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
Mr. Takashi Hashimoto has worked to establish structures for compliance with laws and regulations andinternal management and has taken the leadership to intercept and exclude relationships with antisocialorganizations. Through these initiatives, he strives to maintain public trust in the Bank. As an officer wellversed in any and all bank operations in the business promotion, management, and operations 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.

5Candidate No. 2

Satoshi Ishida

Reelection
Date of birth: Oct. 6, 1974
Number of shares of the Bank held: 510 shares
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)
In charge of Corporate Planning Division, Digital Strategy Division, Personnel and General
Affairs Division, and Osaka Block Headquarters
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, especially in planning
divisions. He has extensive knowledge that enables him to perform the bank’s corporate management in an
appropriate and fair manner. From the viewpoint of ensuring the Bank’s sustainable growth and increased
corporate value over the medium- to long-term, he is expected to strengthen the effectiveness of thedecision-making functions and supervisory functions of the Board of Directors. Accordingly, the Bank has
nominated him as a candidate for Director.

6

Candidate No. 3

Keizo Nishikawa

Reelection
Date of birth: Feb. 19, 1960
Number of shares of the Bank held: 4,618 shares
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1982
Joined the Bank
Jun. 2002
General Manager, Miyamaki Branch, the Bank
Jun. 2004
General Manager, Yuzaki Branch, the Bank
Jun. 2006
General Manager, Ishikiri Branch, the Bank
Jun. 2008
General Manager, Kashiba Branch, the Bank
Jun. 2010
Deputy General Manager, Credit Analysis Division, the Bank
Apr. 2012
General Manager, Internal Audit Division, the Bank
Jun. 2013
General Manager, Credit Analysis Division, the Bank
Jun. 2014
Director, General Manager, Credit Analysis Division, the Bank
Jun. 2015
Director, General Manager, Tokyo Branch; Head of Tokyo Office, the Bank
Apr. 2016
Director, Executive Officer, General Manager, Tokyo Branch, the Bank
Jun. 2016
Executive Officer, General Manager, Tokyo Branch, the Bank
Apr. 2017Managing Executive Officer, General Manager, Tokyo Branch, the Bank
Apr. 2018
Managing Executive Officer, the Bank
Jun. 2018
Director and Managing Executive Officer, the Bank
Apr. 2019
Director and Senior Managing Executive Officer (Representative Director), General Manager,
Business Headquarters, the Bank
Apr. 2020
Director and Senior Managing Executive Officer (Representative Director), the Bank (topresent)
In charge of Risk Management Division, North Nara Block Headquarters, and Middle Nara
Block Headquarters
Reasons for nomination as a candidate for Director
Mr. Keizo Nishikawa sets an example by sincerely taking the initiative in compliance with laws andregulations, intercepts and excludes relationships with antisocial organizations in a resolute manner, maintains
public trust in the Bank, and strives to ensure operational appropriateness and soundness. He also has awell-balanced familiarity with the affairs of the business promotion and internal audit divisions, and sufficientknowledge and experience to perform the bank’s corporate management in an appropriate, fair, and efficientmanner. Accordingly, the Bank has nominated him as a candidate for Director.

7

Candidate No. 4

Kazuomi Nakamuro

Reelection
Date of birth: Aug. 11, 1960
Number of shares of the Bank held: 3,332 shares
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1983
Joined the Bank
Jun. 2005
Acting General Manager, Corporate Management Division, the Bank
Jun. 2008
Assistant General Manager, Business Management Division, the Bank
Apr. 2009
Group Leader, Business Management Division; Divisional General Manager, FA Office;General Manager, Telephone Center, the Bank
Apr. 2010
General Manager, Gakuenmae Branch, the Bank
Apr. 2011
Deputy General Manager, General Planning Division; Divisional General Manager, IT
Investment Planning Office, the Bank
Apr. 2013
Deputy General Manager, General Planning Division, the Bank
Jun. 2013
General Manager, Business Management Division, the Bank
Apr. 2015
General Manager, Internal Audit Division, the Bank
Jun. 2015
Director, General Manager, Internal Audit Division, the Bank
Apr. 2016
Director and Executive Officer, General Manager, Personal Business Division, the Bank
Jun. 2016
Executive Officer, General Manager, Personal Business Division, the Bank
Apr. 2017
Executive Officer, General Manager, Internal Audit Division, the Bank
Jun. 2017
Director and Executive Officer, General Manager, Internal Audit Division, the Bank
Apr. 2019
Director and Managing Executive Officer, General Manager, Corporate Administration
Headquarters, the BankMay 2019
Director and Managing Executive Officer, General Manager, Corporate Administration
Headquarters; General Manager, General Affairs Division, the Bank
Apr. 2020
Director and Managing Executive Officer, the Bank (to present)
In charge of Credit Analysis Division, Operations Support Division, South Nara / Wakayama
Block Headquarters, and Kyoto Block Headquarters
Reasons for nomination as a candidate for Director
Mr. Kazuomi Nakamuro sets an example by sincerely taking the initiative in compliance with laws andregulations, intercepts and excludes relationships with antisocial organizations in a resolute manner, maintains
public trust in the Bank, and strives to ensure operational appropriateness and soundness. He also has awell-balanced familiarity with the affairs of the business promotion, planning, and internal audit divisions, andsufficient 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.

8

Candidate No. 5

Kazuya Yokotani

Reelection
Date of birth: Dec. 15, 1962
Number of shares of the Bank held: 2,613 shares
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 (to present)
In charge of Tokyo Business Division, Regional Business Creation Division, and Financial
Investment Division
Reasons for nomination as a candidate for Director
Mr. Kazuya Yokotani sets an example by sincerely taking the initiative in compliance with laws andregulations, intercepts and excludes relationships with antisocial organizations in a resolute manner, maintains
public trust in the Bank, and strives to ensure operational appropriateness and soundness. With his abundant
knowledge and experience mainly in the planning division, he has sufficient knowledge and experience toperform 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. 6

Satoru Wada

New candidate
Date of birth: Jun. 23, 1961
Number of shares of the Bank held: 3,913 shares
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1984
Joined the Bank
Jun. 2006
General Manager, Nabari-Higashi Branch, the Bank
Jun. 2008
General Manager, Yao Branch, the Bank
Oct. 2010
General Manager, Kyoto Branch, the Bank
Apr. 2012
General Manager, Koriyama Branch, the Bank
Apr. 2014
General Manager, Public Institutions & Regional Vitality Creation Division, the Bank
Jun. 2015
General Manager, Credit Analysis Division, the Bank
Apr. 2016
Executive Officer, General Manager, Credit Analysis Division, the Bank
Apr. 2018
Executive Officer, General Manager, Corporate Planning Division, the Bank
Apr. 2019
Managing Executive Officer, General Manager, Nara Hokuwa Area Headquarters, the Bank
Apr. 2020
Managing Executive Officer, General Manager, Business Promotion Headquarters, the Bank (topresent)
In charge of Business Support Division, Corporate Business Division, and Personal Business
Division
Reasons for nomination as a candidate for Director
Mr. Satoru Wada sets an example by sincerely taking the initiative in compliance with laws and regulations,intercepts and excludes relationships with antisocial organizations in a resolute manner, maintains public trustin the Bank, and strives to ensure operational appropriateness and soundness. He also has a well-balanced
familiarity with the affairs of the business promotion, planning, and credit analysis divisions, and sufficientknowledge and experience to perform the bank’s corporate management in an appropriate, fair, and efficientmanner. Accordingly, the Bank has nominated him as a candidate for Director.

10Candidate No. 7

Matazaemon Kitamura

Reelection / Outside Director/ Independent Officer
Date of birth: Aug. 6, 1954
Number of shares of the Bank held: 4,610 shares
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 Director
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 perform the bank’s corporate management by undertaking appropriate and fair procedures, such as thevoicing of opinions based on his deep insight. Accordingly, the Bank has nominated him as a candidate for
Outside Director.

11

Candidate No. 8

Hidetaka Matsuzaka

New candidate / Outside Director / Independent Officer
Date of birth: Feb. 22, 1958
Number of shares of the Bank held: 0 shares
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 & Int'l Business Unit, Osaka
Gas Co., Ltd.
Jun. 2011
Director and Senior Executive Officer, General Manager, Energy Resources & Int'l 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)(Significant concurrent positions)
Director and Chairman, OG Capital Co., Ltd.
Advisor, Osaka Gas Co., Ltd.
Reasons for nomination as a candidate for Director
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 perform the bank’s corporate 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.

12

Candidate No. 9

Shuhei Aoki

New candidate / Outside Director / Independent Officer
Date of birth: Jul. 6, 1958
Number of shares of the Bank held: 0 shares
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
Commissioned Executive Strategist, Hitachi, Ltd. (to present)(Significant concurrent positions)
Commissioned Executive Strategist, Hitachi, Ltd.
Reasons for nomination as a candidate for Director
Mr. Shuhei Aoki is well versed in the affairs of the overall financial industry, is fully aware of the expectedroles of an Outside Director, and has an abundance of knowledge and experience enabling him to perform thebank’s corporate 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 nominatedhim as a candidate for Outside Director.
(Notes)1. There are no special interests between any of the candidates for Directors and the Bank.
2. Mr. Matazaemon Kitamura will have served as Outside Director of the Bank for four years as of the conclusion of thisStockholders’ Meeting.
3. Mr. Matazaemon Kitamura 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 of interest
with general stockholders. Therefore, if his election is approved at this Stockholders’ Meeting, he will continue to serve as
an independent officer.
Moreover, Messrs. Hidetaka Matsuzaka and Shuhei Aoki also meet the requirements for independent officers under theprovisions of Tokyo Stock Exchange, Inc. and the “Standards for Assessing Independence” established by the Bank, andthere is no risk of conflicts of interest with general stockholders. Therefore, if their election is approved at thisStockholders’ Meeting, they will serve as new independent officers.
4. If the election of Mr. Matazaemon Kitamura is approved at this Stockholders’ Meeting, the Bank will continue the liability
limitation agreement with him to limit his liabilities for damage due to the negligence of Outside Director’ duties to an
amount set forth by laws and regulations.
Furthermore, if the election of Messrs. Hidetaka Matsuzaka and Shuhei Aoki is approved at this Stockholders’ Meeting,the Bank will conclude the agreement with them under the same conditions.

13

Proposal No. 3: Election of Two (2) Corporate Auditors
The terms of office of Corporate Auditors Takao Handa and Masahiro Nakamura will expire at theconclusion of this Stockholders’ Meeting. Accordingly, the election of two (2) Corporate Auditors is
proposed.
The Board of Corporate Auditors has given its consent to this proposal.
The candidates for Corporate Auditors are as follows:
Candidate No. 1

Takao Handa

Reelection
Date of birth: Dec. 25, 1958
Number of shares of the Bank held: 5,009 shares
Past experience, positions and significant concurrent positions
Apr. 1981
Joined the Bank
Jun. 2002
General Manager, Keihanna Plaza Branch, the Bank
Jun. 2004
General Manager, Nabari Branch, the Bank
Jun. 2006
General Manager, Osaka-Kita Branch, the Bank
Nov. 2008
General Manager, Osaka-Kita Branch; Manager, Osaka-Nishi Corporate Business Office,Business Management Division, the Bank
Jan. 2009
Deputy General Manager, Osaka-Chuo Business Division, the Bank
Oct. 2009
General Manager, Takada Branch, 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 Corporate Auditor
Mr. Takao Handa sets an example by sincerely taking the initiative in compliance with laws and regulations,intercepts and excludes relationships with antisocial forces in a resolute manner, maintains public trust in the
Bank, and strives to ensure operational appropriateness and soundness. He is well versed in the overall banking
business, has extensive knowledge to audit the execution of duties by Directors, and is well qualified as a
Corporate Auditor. Accordingly, the Bank has nominated him as a candidate for Corporate Auditor.

14

Candidate No. 2

Motoi Mitsuishi

New candidate / Outside Corporate Auditor / Independent Officer
Date of birth: Sep. 23, 1963
Number of shares of the Bank held: 0 shares
Past experience, positions and significant concurrent positions
Apr. 1987
Joined Mitsubishi Bank, Ltd. (current MUFG Bank, Ltd.)May 2012
General Manager for Thailand and General Manager, Bangkok Branch, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (current MUFG Bank, Ltd.)
Jun. 2013
Executive Officer, General Manager for Thailand and General Manager, Bangkok Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Jan. 2015
Executive Officer, The Bank of Tokyo-Mitsubishi UFJ, Ltd.; seconded to Bank of Ayudhya
Public Company Limited (Deputy President)
Jul. 2015
Executive Officer, Deputy Head of Asia & Oceania Group (in charge of special projects),
General Manager, Asia & Oceania Sales Division, and General Manager, Singapore Branch,
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2017
Senior Executive Officer and Head of Transaction Banking Group, The Bank ofTokyo-Mitsubishi UFJ, Ltd.
Jul. 2018
Senior Executive Officer, Head of Transaction Banking Group and Assistant to the Head of
Global Commercial Banking Business Unit, MUFG Bank, Ltd.
Senior Executive Officer, Head of Transaction Banking Unit, Mitsubishi UFJ Financial Group,Inc.
Jun. 2019
Deputy President, Mitsubishi UFJ Research and Consulting Co., Ltd. (to present)(Significant concurrent positions)
Deputy President, Mitsubishi UFJ Research and Consulting Co., Ltd.
Reasons for nomination as a candidate for Corporate Auditor
With many years of practical experience at financial institutions and a wide range of insight, Mr. Motoi
Mitsuishi has deep insight that enables him to perform the duties of an Outside Corporate Auditor in an
appropriate and fair manner. Accordingly, the Bank has nominated him as a candidate for Outside Corporate
Auditor.
(Notes)1. There are no special interests between any of the candidates for Corporate Auditors and the Bank.
2. Mr. Motoi Mitsuishi 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 of interest withgeneral stockholders. Therefore, if his election is approved at this Stockholders’ Meeting, he will serve as a new
independent officer.
3. If the election of Mr. Motoi Mitsuishi is approved at this Stockholders’ Meeting, the Bank will conclude a liability
limitation agreement with him to limit his liabilities for damage due to the negligence of Outside Corporate Auditor’s
duties to an amount set forth by laws and regulations.

15

Proposal No. 4: Election of One (1) Substitute Corporate Auditor
The effect of the appointment of the current Substitute Corporate Auditor will expire at the start of thisStockholders’ Meeting. Accordingly, the election of one (1) Substitute Corporate Auditor is proposed in casethe number of the Corporate Auditors falls short of that stipulated by laws and regulations.
The effect of this resolution will expire at the start of the Stockholders’ Meeting held in four years as
stipulated by the Articles of Incorporation of the Bank. However, only before the Substitute Corporate
Auditor assumes the office, this resolution may be revoked with consent of the Board of Corporate Auditors
and by resolution of the Board of Directors.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Substitute Corporate Auditor is as follows:

Kiyomi Yasui

Outside Corporate Auditor / Independent Officer
Date of birth: Oct. 16, 1964
Number of shares of the Bank held: 100 shares
Past experience, positions and significant concurrent positions
Oct. 1990
Joined Asahi, Shinwa & Co. (current KPMG AZSA LLC)
Feb. 1994
Registered as a Certified Public Accountant
Sep. 2007
Resigned from AZSA & Co. (current KPMG AZSA LLC)
Oct. 2008
President, Yasui Certified Public Accountant Office (to present)
Nov. 2008
Registered as a Certified Public Tax Accountant
Jul. 2013
Executive Secretary, Kinki Chapter, The Japanese Institute of Certified Public Accountants (topresent)
Jul. 2019
Chairman, Management Committee, Kinki Unit, The Japanese Institute of Certified Public
Accountants (to present)(Significant concurrent positions)
President, Yasui Certified Public Accountant Office
Executive Secretary, Kinki Chapter, The Japanese Institute of Certified Public Accountants
Chairman, Management Committee, Kinki Chapter, The Japanese Institute of Certified Public
Accountants
Reasons for nomination as a candidate for Substitute Outside Corporate Auditor
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 Corporate Auditor.
(Notes)1. There are no special interests between Mr. Kiyomi Yasui and the Bank.
2. If Mr. Kiyomi Yasui assumes the office as Outside Corporate Auditor, he will serve as a new independent officer, as hemeets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc. and the “Standards forAssessing Independence” established by the Bank, and there is no risk of conflicts of interest with general stockholders.
3. If Mr. Kiyomi Yasui assumes the office as Outside Corporate Auditor, the Bank will conclude a liability limitationagreement with him to limit his liabilities for damage due to the negligence of Outside Corporate Auditor’s duties to an
amount set forth by laws and regulations.

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(Reference)
Standards for Assessing Independence
Under the standards stipulated by the Company, an Outside Director or Outside Corporate Auditor isassessed to be independent from the Bank when they do not fall and have not fallen under any of thefollowing, 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 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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