These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8562)
May 27, 2022
To Shareholders with Voting Rights:
Takahiro Kato
Director and President
THE FUKUSHIMA BANK, LTD.
2-5 Banseicho, Fukushima City,
Fukushima, JapanNOTICE OF CONVOCATION OF
THE 156TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you that the 156th Annual General Meeting of Shareholders of THE FUKUSHIMABANK, LTD. (the “Bank”) will be held for the purposes as described below.
In order to prevent the spread of COVID-19 infections, the Bank would like to ask you to exercise
your voting rights by returning the enclosed Voting Rights Exercise Form or via the Internet, etc., inadvance as much as possible, and refrain from attending the meeting on the day of the meeting.
For details on the exercising of your voting rights, please review the Reference Documents for the
General Meeting of Shareholders (described hereinafter) and exercise your voting rights by 5:00 p.m.
on Monday, June 20, 2022.
1. Date and Time:

Tuesday, June 21, 2022 at 10:00 a.m. Japan time

2. Place:

Large Hall, Basement, Head Office of the Bank
2-5 Banseicho, Fukushima City, Fukushima, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 156th Fiscal Year (from April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the Bank’s 156th Fiscal Year (from
April 1, 2021 to March 31, 2022) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Seven (7) Directors

1Matters Disclosed via the Internet⚫ Of the documents needed to be attached to this notice of convocation, the following matters are, in
accordance with laws and regulations as well as Article 15 of the Articles of Incorporation of the Bank,
posted on the Bank’s website and are therefore not included with this document.
- “Systems to Ensure the Appropriateness of Business and Operational Status of the Systems” in theBusiness Report- Notes to the Non-consolidated Financial Statements- Notes to the Consolidated Financial Statements
In addition, the attached documents of this notice of convocation are a subset of the Business Report
audited by Audit & Supervisory Board Members as well as the Consolidated Financial Statements andNon-consolidated Financial Statements audited by the Accounting Auditor and Audit & Supervisory Board
Members.
⚫ Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Non-consolidated Financial Statements and Consolidated Financial Statements will be posted on thefollowing Bank’s website.
The Bank’s Website: https://www.fukushimabank.co.jp/

Information Related to the Convocation⚫
⚫

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk of the Bank’s head office on the day of the meeting for confirmation.
If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding
voting rights to attend the meeting. In such a case, a document evidencing the authority of proxy must be
submitted.

The Bank’s Measures Against COVID-19
⚫
⚫
⚫
⚫
⚫

Shareholders attending the meeting are requested to bring and wear masks. At the reception desk,
attendees are asked to take their temperature and sterilize their hands.
Our staff may ask those who appear to be unwell to refrain from entering the venue.
All the staff will be wearing masks on the day of the meeting.
Due to increased spacing between seats in the venue, we may not be able to provide sufficient seats for
all attendees, and some of those who come in person may not be able to enter the venue.
We will not be giving out souvenirs to attending shareholders this year, as we did last year, in order toreduce the risk of contact infections.
Thank you for your cooperation. Please note that we may change the method of handling the situation
depending on the future circumstances. We would appreciate your understanding in this matter.

2

Exercise of Voting Rights:
You can exercise your voting right through either of following methods:(1) If you plan to attend the Meeting, please submit the enclosed voting form to the receptionist at the
Meeting.
Date/time: Tuesday, June 21, 2022 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)(2) Exercise of Voting Rights in Writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it is received by 5:00 p.m. on Monday, June 20, 2022 Japan time.
(3) Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)
Please access the Bank’s designated voting website, follow the instructions on the voting website, andindicate your vote for or against the proposals by 5:00 p.m. on Monday, June 20, 2022.

3

Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Due to the income earned for the fiscal year under review exceeding the initial forecast, and in orderto fulfill its mandate from shareholders, the Bank proposes that year-end dividends for the 156th fiscal
year be as follows.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property to shareholders and the total amountAmount per share of common stock of the Bank: ¥5
Total amount: ¥139,874,440(3) Effective date of dividends of surplus
June 22, 2022
Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
The revised stipulations 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,
and the Bank proposes the following amendments to the Bank’s Articles of Incorporation in preparation for
the implementation of the system for electronic provision of materials for general meetings ofshareholders.
(1) Article 15, Paragraph 1 of the proposed amendments stipulates that information that is the content ofreference documents for the general meeting of shareholders, etc., shall be provided electronically.
(2) Article 15, Paragraph 2 of the proposed amendments establishes stipulations to limits on the scope ofmatters to be recorded in physical documents that are provided to shareholders who request provisionof physical documents.
(3) As stipulations concerning internet disclosure and deemed provision of reference documents forgeneral meetings of shareholders (Article 15 of the current Articles of Incorporation) will no longer benecessary, these shall be deleted.
(4) Supplementary provisions shall be established concerning the effective date, etc., in line with the new
establishments and deletions above.

42. Contents of the amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections)
Proposed amendments
Chapter III General Meeting of Shareholders<Deleted>

Current Articles of Incorporation
Chapter III General Meeting of Shareholders
Article 15 (Internet disclosure and deemed
provision of reference documents forgeneral meetings of shareholders)
In the convocation of general meetings ofshareholders, the Bank may deem that it has
provided to shareholders information
concerning matters that must be displayed in
the reference documents for general meetingsof shareholders, business report,
non-consolidated financial statements, andconsolidated financial statements via internet
disclosure in conformity with definitions
provided in the Ordinance of the Ministry ofJustice.

Article 15 (Measures for electronic provision,etc.)
In the convocation of general meetings ofshareholders, the Bank shall provide
electronically information that is the content
of reference documents for the general
meeting of shareholders, etc.
2. Of the matters to which electronic provision
measures apply, the Bank may choose not torecord all or part of matters stipulated in the
Ordinance of the Ministry of Justice in thephysical documents provided to shareholders
who made requests for provision of physicaldocuments by the record date for voting
rights.

<Newly established>(Supplementary provisions)
1. The amendments of Article 15 of the Articles
of Incorporation shall take effect on
September 1, 2022, the date of enforcementof the revised stipulations stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019; the“Enforcement Date”).
2. Notwithstanding the provisions of theprevious paragraph, Article 15 of the Articles
of Incorporation (Internet disclosure anddeemed provision of reference documents forgeneral meetings of shareholders) shallremain valid for general meetings ofshareholders (including class general
meetings of shareholders; the same applies
hereinafter) held on a day that is within six
months of the Enforcement Date.

5Current Articles of Incorporation
3.

6

Proposed amendments
These supplementary provisions shall bedeleted on the day after which six months
have elapsed since the Enforcement Date or
the day after which three months haveelapsed since the day of the general meetingof shareholders in the previous paragraph,
whichever is later.

Proposal 3: Election of Seven (7) Directors
To clarify management responsibility for each fiscal year, the Articles of Incorporation of the Bank
specify that the terms of office of Directors shall be one year. Therefore, the terms of office of all current
seven (7) Directors will expire at the conclusion of this Annual General Meeting of Shareholders, and theelection of seven (7) Directors is proposed.
The Board of Directors resolved the nomination of the candidates for Directors upon deliberation of theNomination and Compensation Advisory Committee, which consists of a majority of Outside Directors.
The candidates for Director are as follows:No.

1[Reappointment]

2[Reappointment]

3[Reappointment]

4[Reappointment]

5

6

7

Current positions and responsibilities at the
Bank

Name

[Reappointment][Outside Director][Independent
Director][Reappointment][Outside Director][Independent
Director][Reappointment][Outside Director][Male]

Takahiro Kato

[Male]

Akinori Sato

[Male]

Toshihiko Sato

[Male]

Takenori Suzuki[Male]

Akira Koketsu[Female]Yumiko Nihei

Attendance at Boardof Directors meetings

Director and President

100%(20/20)Managing Director and General
Manager, Planning Headquarters

100%(20/20)

Director and General Manager, Main
Office Sales Department95%(20/19)Director and General Manager,
Koriyama Sales Department100%(20/20)

Director

100%(20/20)

Director

100%(20/20)

Director

100%(16/16)[Male]

Yasushi
Hasegawa[Outside Director]: Candidate for Outside Director[Independent Director]: Candidate for Independent Director as prescribed by the Tokyo Stock Exchange, Inc.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Mar.
Oct.
Jun.
Jun.
Jun.

1

Takahiro Kato
(Dec. 2, 1956)

Jun.
Jun.
Jun.
Jun.

[Reappointment]

Aug.
May
Jun.
Jun.

1980 Joined THE TOHO BANK, LTD.
2000 Branch Manager, Koriyama-higashi Branch2003 Branch Manager, Sukagawa Branch2006 General Manager, Financial Markets Department
2007 General Manager, General Planning Department
2008 Director and General Manager, General Planning
Department
2009 Managing Director
2012 Managing Director (Representative Director)
2013 Senior Managing Director (Representative Director)
2015 Retired Director
Chairman, Fukushima Corporation
2015 Representative Director and President, Toho Securities Co.,Ltd.
2018 Retired Chairman, Fukushima Corporation
Retired Representative Director and President, Toho
Securities Co., Ltd.
2018 Advisor, the Bank
2018 Director and President (Representative Director)(to the present)

Number ofcommonshares of the
Bank held

31,600shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
At regional financial institutions, Mr. Takahiro Kato held important positions such as manager of core branches
and the planning department, and gained essential management experience as Representative Director. Further,he has extensive experience through his work as President at a securities company affiliated with the Bank. Since
June 2018, he has served as the Bank’s Director and President, and as a top executive he has appropriately
fulfilled his responsibilities in making decisions on important matters and supervising the execution of business
operations. The Bank has thus judged that Mr. Kato is capable of contributing to the Bank's management, andtherefore continues to nominate him as a candidate for Director.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Mar.
Jun.
May
May
Apr.

Akinori Sato
(Apr. 19, 1956)[Reappointment]

2

Oct.
Jul.
Jul.
Jun.
Jun.
Jun.
Jun.

1980 Joined the Bank
2000 General Manager, Taira-higashi Branch2001 General Manager, Tanagura Branch
2002 General Manager, Public Relations Section, Corporate
Planning Department
2003 General Manager, Corporate Sales Department, Main Office
Sales Department
2005 General Manager, Corporate Relations Department, Main
Office Sales Department
2005 General Manager, Soma Branch2007 General Manager, Nihonmatsu Branch2009 General Manager, Aizu Branch2012 General Manager, Taira Branch2014 Executive Officer and General Manager, Planning
Headquarters
2015 Director and General Manager, Planning Headquarters
2019 Managing Director and General Manager, Planning
Headquarters (Representative Director) (to the present)

Number ofcommonshares of the
Bank held

19,400shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Akinori Sato has extensive business experience in the areas of sales and branch management as a manager ofcore branches and Executive Officer and Director of the Planning Department of the Bank, as well as risk
management and human resources as General Manager of the Planning Headquarters. Based on his background,
he is well-versed in the business operations of the Bank. Since June 2015, he has served as the Bank's Director,
and appropriately fulfilled his responsibilities in making decisions on important matters and supervising theexecution of business operations. The Bank has thus judged that Mr. Sato is capable of contributing to the Bank's
management, and therefore continues to nominate him as a candidate for Director.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Oct.

Toshihiko Sato
(Jul. 30, 1968)

Apr.
Mar.
Apr.
Aug.
Jun.

[Reappointment]

Jun.

3
Jun.

1991 Joined the Bank
2008 General Manager, Corporate Support Office, Corporate Sales
Team
2010 Senior Vice President, Corporate Support Office2011 General Manager, Revitalization Support Office2013 General Manager, Credit Management Office2015 General Manager, Credit Control Department
2016 Executive Officer and General Manager, Credit Department
and General Manager, Credit Control Department
2018 Director, General Manager, Operations Headquarters,
General Manager, Credit Department and General Manager,
Credit Control Department
2019 Director and General Manager, Main Office Sales
Department (to the present)

Number ofcommonshares of the
Bank held

7,900
shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Toshihiko Sato has a wealth of business experience in the areas of the credit management and business
revitalization support as Executive Officer of the Credit Department and the Credit Control Department of theBank, and is well-versed in the business operations of the Bank. Since June 2018, he has served as the Bank's
Director, and appropriately fulfilled his responsibilities in making decisions on important matters andsupervising the execution of business operations. The Bank has thus judged that Mr. Sato is capable ofcontributing to the Bank's management, and therefore continues to nominate him as a candidate for Director.

10

No.

Name
(Date of birth)

Takenori Suzuki(Jun. 17, 1966)

Past experience, positions and responsibilities at the Bank
Apr.
Oct.
Jun.
Apr.
Aug.
Apr.
Jun.

[Reappointment]

4

Jun.

1992 Joined the Bank
2009 Branch Manager, Arai Branch2011 Vice General Manager, Koriyama Sales Department
2014 General Manager, Organization Development Office2015 General Manager, Organization Development Department
2017 Branch Manager, Taira Branch2018 Executive Officer and Vice General Manager, Sales
Headquarters and General Manager, Sales Planning
Department
2020 Director and General Manager, Koriyama Sales Department(to the present)

Number ofcommonshares of the
Bank held

6,200
shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Takenori Suzuki has a wealth of experience in the areas of the sales, branch management, and planning of the
Bank as a manager of core branches and Executive Officer. Since June 2020, he has served as the Bank's
Director, and appropriately fulfilled his responsibilities in making decisions on important matters and supervising
the execution of business operations. The Bank has thus judged that Mr. Suzuki is capable of contributing to the
Bank's management, and therefore continues to nominate him as a candidate for Director.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Dec.
Dec.
Jun.

Akira Koketsu(Apr. 21, 1952)[Reappointment][Outside Director][Independent Director]

5

Jul.
Mar.
Apr.
Jun.
Apr.

1976 Joined Hakuhodo Incorporated
1995 General Manager, Sales Department
1999 Acting General Manager, Sales Bureau
2002 Representative Director and President, Fukushima Hakuhodo
Incorporated
Thereafter, served as Representative Director and President,
Morioka Hakuhodo Incorporated, Akita Hakuhodo
Incorporated, Fukushima Hakuhodo Incorporated, andSendai Hakuhodo Incorporated and Director, Aomori
Hakuhodo Incorporated
2012 Advisor, Tohoku Hakuhodo Incorporated
2013 Retired Advisor
2013 Visiting Professor, Yamagata University (until March 2019)2013 Director, the Bank (to the present)
2020 Trustee (part-time), Yamagata University (to the present)

Number ofcommonshares of the
Bank held

11,900shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
Mr. Akira Koketsu has broad experience in the area of corporate management from his many years of work aspresident of four regional subsidiaries of Hakuhodo Incorporated, and possesses specialized knowledge
regarding organizational management, marketing, and ethics, etc., as a university visiting professor (in charge ofengineering ethics). Mr. Koketsu has appropriately supervised the management of the Bank as an Outside
Director since June 2013. Accordingly, the Bank again has appointed Mr. Koketsu as a candidate for Outside
Director and expects that after his election, he will continue to provide management supervision and advice byutilizing his specialized knowledge.

12

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Apr.
Apr.
Apr.

Yumiko Nihei(Aug. 31, 1950)[Reappointment][Outside Director][Independent Director]

6

Oct.
Mar.
Jun.
Apr.
Jun.
Nov.

2000 Full-time Instructor, Sakura no Seibo Junior College
2004 Chairperson, Fukushima Prefecture Joint Male-Female
Committee (until February 2015)
2006 Associate Professor, Sakura no Seibo Junior College2013 Professor, Sakura no Seibo Junior College (Gave lectures on
the Japanese Constitution, Legal, Labour Laws, Human
Rights, international pacifism etc., while serving as Heads of
the Volunteer Center, Career Department, and Library
Information Center, etc.)2013 Committee Member, Fukushima Regional Labour
Committee (until June 2016)2016 Retired Sakura no Seibo Junior College
2016 Director, the Bank (to the present)2017 Part-time Instructor, Faculty of Administration and Social
Sciences, Fukushima University (to the present)
2019 Member of Fukushima Medical University Certified Review
Board (to the present)
2021 Member of Fukushima Medical University Specialized
Surgical Skills Training Board (to the present)

Number ofcommonshares of the
Bank held

9,900
shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
Ms. Yumiko Nihei has specialized knowledge regarding legal studies and gender studies, etc., through many
years of instruction at Sakura no Seibo Junior College, etc. and has also served in many public positions such as
Committee Member, Fukushima Regional Labour Committee. Ms. Nihei has appropriately supervised the
management of the Bank as an Outside Director since June 2016. Accordingly, the Bank has again appointed Ms.
Nihei as a candidate for Outside Director and expects that after her election, she will continue to provide
appropriate supervision and advice on business execution based on her specialized knowledge. In addition,although Ms. Nihei has no experience in corporate management other than serving as Outside Director, the Bank
has judged that she will be able to fulfill duties of Outside Director in an appropriate manner based on the above
reasons.

13

No.

Name
(Date of birth)

Yasushi Hasegawa(Feb. 22, 1962)[Reappointment][Outside Director]

7

Past experience, positions and responsibilities at the Bank
Apr.

1984

Jul.

2007

Jul.

2008

Jul.

2010

Jul.

2012

Jul.

2014

Jul.

2015

Jul.

2016

Jun.

2017

Jun.
Nov.
Apr.
Aug.

2019
2019
2020
2020

Jun.
Jun.
Feb.

2021
2021
2022

Joined the Ministry of Finance (Okura-sho) (currently the
Ministry of Finance (Zaimu-sho))Director, Banking Business Division II, Supervisory
Bureau, Financial Services Agency
Director, Insurance Business Division, Supervisory Bureau,
Financial Services Agency
Director, Planning and Management Division, Supervisory
Bureau, Financial Services Agency
Director, Planning Division, Planning and Coordination
Bureau, Financial Services Agency
Director General, Fukuoka Local Finance Branch Bureau,
Ministry of Finance
Deputy Director-General, Planning and Coordination
Bureau, Financial Services Agency (in charge of planning,markets and Minister's Secretariat)
Director General, Tokai Local Finance Bureau, Ministry of
Finance
Senior Managing Director, Japan Bank for International
Cooperation (in charge of Assessment and Risk
Management)
Retired from Ministry of Finance
Advisor, Sumitomo Mitsui Trust Bank, Limited
Joined SBI Holdings, Inc.
Executive Officer, Secretary General, Regional
Revitalization Partners Co., Ltd. (to the present)
Director, the Bank (to the present)
Outside Director, Jimoto Holdings, Inc. (to the present)
Director, SBI Regional Bank Holdings (to the present)

Number ofcommonshares of the
Bank held

800
shares(Significant concurrent positions)Executive Officer, Secretary General, Regional Revitalization Partners Co., Ltd.
Outside Director, Jimoto Holdings, Inc.
Director, SBI Regional Bank Holdings[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
After joining the Ministry of Finance (Okura-sho) (currently the Ministry of Finance (Zaimu-sho)), Mr. Yasushi
Hasegawa served as Director of Banking Business Division II of Supervisory Bureau of Financial Services
Agency, Deputy Director-General of Planning and Coordination Bureau of Financial Services Agency, andDirector General of Tokai Local Finance Bureau of Ministry of Finance, etc. He was also engaged in corporate
management as an advisor or outside director of private sectors, and has wide and advanced knowledge andexperience in financial administration and corporate management. Mr. Hasegawa has appropriately supervised
the management of the Bank as an Outside Director since June 2021. Accordingly, the Bank again has appointed
Mr. Hasegawa as a candidate for Outside Director and expects that after his election, he will continue to provide
management supervision and advice by utilizing his specialized knowledge.
(Notes)1. There are no special interest relationships between each candidate and the Bank.
2. The Bank has concluded agreements with the candidates for Outside Director Mr. Akira Koketsu, Ms. Yumiko Nihei,
and Mr. Yasushi Hasegawa in accordance with Article 427, Paragraph 1 of the Companies Act and the Bank’s Articles
of Incorporation to limit their liability specified in Article 423, Paragraph 1 of the Companies Act at 15 million yen or
the minimum amount of liability as stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher.
If they are reappointed and assume office as Director, the Bank is scheduled to continue the agreement with them.
3. The Bank has concluded a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will cover any damages that may arise due tothe insured assuming liability for the execution of duties or receiving a claim for pursuing such liability. All candidates
will be included as the insured under the said directors and officers liability insurance contract. In addition, the Bank
plans to renew the contract with the same contents.
4. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are candidates for Outside Director. Mr. Akira
Koketsu and Ms. Yumiko Nihei have been submitted to the Tokyo Stock Exchange as Independent Directors based on

14the definitions of said Exchange, and if they are elected at this General Meeting, they are scheduled to continue to be
Independent Directors.
5. The term of office of Mr. Akira Koketsu as Outside Director of the Bank will be nine years, the term of office of Ms.
Yumiko Nihei as Outside Director will be six years, and the term of office of Mr. Yasushi Hasegawa as Outside
Director will be one year at the conclusion of this General Meeting.
6. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa have not been business executors or executives of
the Bank or its subsidiaries.
7. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not parent companies, etc., of the Bank, andwere not parent companies, etc., of the Bank within the past 10 years.
8. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not business executors or executives ofdesignated affiliated companies of the Bank, and were not business executors or executives of designated affiliatedcompanies of the Bank within the past 10 years.
9. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not scheduled to receive a significant amount ofcash or other property from the Bank or a designated affiliated company of the Bank, and have not received any within
the past two years.
10. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not spouses, relatives within the third degree, or
equivalent persons of a business executor or executive of the parent company, etc., of the Bank, the Bank, or adesignated affiliated company of the Bank.
11. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa were not business executors at a stock company forwhich the Bank succeeded rights and obligations via a merger, absorption-type split, incorporation-type demerger, ortransfer of business directly before said merger, etc., within the past two years.

15

(Reference)

Director Skill Matrix at the Conclusion of this General Meeting
The following illustrates the composition of the Directors of the Bank subject to shareholder approval of
Proposal 3 in this General Meeting of Shareholders.
[Director]
Name

Current
positionManagement
strategy

Planning

Personnel
and labor

Sales

Assessment

Takahiro Kato

●

●

●

●

●

●

Akinori Sato

●

●

●

●

●

●

●

●

●

●

●

Toshihiko Sato●

Takenori Suzuki[Outside Director]
Name

Corporate
management

Marketing

Akira Koketsu●●

Legal affairs

Yumiko Nihei●

Yasushi Hasegawa●

Publicadministration

Diversity●●(Note) The charts above do not indicate all of the skills and areas of expertise possessed by each Director.

16

(Reference)

Standards for Determining Independence of Outside Officers
The Bank shall determine that a person is eligible to be an outside officer if the person satisfies theindependence requirements prescribed by the Tokyo Stock Exchange, Inc. and does not fall under any of thefollowing categories currently or recently.
1. A party for which the Bank is a major business partner or a business executor of such party.
2. A party who is a major business partner of the Bank or a business executor of such party.
3. A consultant, accounting specialist, or legal specialist who receives a significant amount of cash orother property from the Bank, aside from executive remuneration.
4. A party who receives more than a certain amount of donations or subsidies from the Bank, or abusiness executor of such party.
5. A major shareholder of the Bank or a business executor of such shareholder.
6. A spouse or a relative within the second degree of a party who falls under any of the following
categories (excluding parties who are not significant):(1) A party to whom 1 to 5 above applies.
(2) A business executor of the Bank or its subsidiaries.
7. A party who might potentially pose a continual and substantial conflict of interest with overall generalshareholders of the Bank due to reasons not provided in 1 to 6 above.

[Definitions]* “Recently” is used for cases that are considered effectively equivalent to the current condition, suchas cases where any of the categories listed above applied to a person at the time that content of the
proposal for election as an Outside Director or Outside Audit & Supervisory Board Member at a
General Meeting of Shareholders was determined.
* “A party for which the Bank is a major business partner” refers to:- In ordinary transactions, a counterparty whose transactions with the Bank accounted for 2% ormore of the counterparty’s consolidated net sales for the latest fiscal year.
- In financial transactions, a counterparty whose most significant debtor is the Bank and thechanges in the Bank’s financing policies will have a serious impact on the counterparty's
business.
* “A party who is a major business partner of the Bank” refers to:- In financial transactions, a major counterparty to which the Bank has loaned 1% or more of theBank’s total amount of assets.
- In deposit transactions, a major counterparty whose deposits in the Bank account for 1% or moreof the Bank’s total amount of deposits.
* “A significant amount” refers to an amount of 10 million yen or more on average for the past three
years.
* “More than a certain amount” refers to an amount of more than 10 million yen on average for the past
three years.
* “A major shareholder” refers to a person or corporation, etc., which holds, either directly or indirectly,
voting rights of 10% or more of total voting rights at the end of the latest fiscal year.
* “Significant” refers to persons who are at the executive or managerial level at a company.

17