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

Securities Code: 7380
May 31, 2024
(Electronic provision of information will start on: May 23, 2024)
To Shareholders with Voting Rights:
Naoki Ikeda
President and Representative
Director
Juroku Financial Group, Inc.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 3RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 3rd Annual General Meeting of Shareholders of the Company will beheld for the purposes as described below.
In convening this meeting, the Company has taken measures for electronic provision, and matters to beprovided electronically (“Information in Electronic Format”) are posted on the following website.
The Company’s website: https://www.16fg.co.jp/english/
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website shown above, enter the Company’s name or securities code to search, select “Basic
information” and go to “Documents for public inspection/PR information” to confirm the information.
Instead of attending the meeting, you can also exercise your voting rights in writing by submitting the Voting
Rights Exercise Form, or via electromagnetic means (the Internet, etc.). Please review the Reference
Documents for the General Meeting of Shareholders stated in the Information in Electronic Format, andexercise your voting rights.

11. Date and Time:

10:00 a.m. (JST) on Thursday, June 20, 2024

2. Place:

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

3. Meeting Agenda:
Matters to be reported:

The Business Report, the Consolidated Financial Statements and theNon-consolidated Financial Statements for the Company’s 3rd Fiscal Year(from April 1, 2023 to March 31, 2024) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Committee

Proposals to be resolved:
Proposal No. 1: Election of Eight (8) Directors (excluding Directors who are Members of the
Audit & Supervisory Committee)
Proposal No. 2: Election of One (1) Director who is a Member of the Audit & Supervisory
Committee

End2

Guidance on Attendance at the Meeting

If you attend the meeting in person on the day of the meeting, please submit the enclosed Voting Right
Exercise Form to the receptionist at the venue. Please also bring this notice of convocation with you forresource saving.
Please note that proxies who are not shareholders, accompanying guests, or any other persons who are
not shareholders entitled to exercise voting rights will not be allowed to enter the venue. We are happy toassist you if you need any assistance. Please feel free to call us beforehand at 0120-300-716 (toll free,inside Japan only).

Live Broadcast Information
The shareholders meeting will be broadcast live. Please see the enclosed information for more details.
The shareholders meeting can also be streamed on our website at a later date for those who are unable towatch the live broadcast.

Information in Electronic Format
Shareholders are asked to confirm the Information in Electronic Format by accessing the Company’s website
and the website of Tokyo Stock Exchange as a general rule. We send the paper copy only to shareholders who
have requested it by the record date.
Among the Information in Electronic Format, the following items are posted only on the Company’s website
in accordance with laws and regulations as well as Article 16 of the Articles of Incorporation of the Company,
and are therefore not included in the paper copy.
1) Matters Concerning the Company’s Stock Acquisition Rights, etc.,
Basic Policy for Persons Who Control Decisions on Financial and Business Policies,
System to Ensure Appropriate Operations,
Overview of Management Status of System to Ensure Appropriate Operations,
Matters Concerning Specified Wholly-Owned Subsidiaries,
Matters Concerning Transactions with the Parent Company, etc., andMatters Concerning Accounting Advisors in the Business Report2) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements aspart of the Consolidated Financial Statements
3) Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial
Statements as part of the Non-consolidated Financial Statements
Accordingly, the documents contained in this paper copy are part of the Consolidated Financial Statements
and the Non-consolidated Financial Statements audited by the Accounting Auditor in preparing its audit report,
and are also part of the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Committee in preparing its audit report.
In the event that the Information in Electronic Format is revised, the content of these revisions will be postedon the websites on which the information is posted.

3

Notice concerning dividend
Pursuant to the provisions of the Articles of Incorporation, the Company has decided at the Board of
Directors’ meeting held on May 9, 2024 as follows.
1. Year-end dividends
90 yen per share
2. Effective date (date to commence dividend payment)
June 3, 2024
Annual dividend[Reference] 160 yen per share
It was resolved that the year-end dividend for the fiscal year ended March 31, 2024 will be 90 yen per
share. The effective date (to commence dividend payment) was resolved to be June 3, 2024.
As we have paid the interim dividend of 70 yen per share, the annual dividend for the current fiscal year
will be 160 yen per share.
“Receipt of year-end dividend” (for those who specify bank transfer, “Year-end dividend calculation
notice” and “Confirmation of the account for dividend transfer”) has been enclosed herein.
Trends in the amount of dividends and the number of shareholders
Dividends increased for the fifth consecutive year in the current fiscal year. The number of shareholders
has been also increasing over the past few years.

45

Reference Documents for the General Meeting of Shareholders

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

5

Name
(Reappointment)

Yukio Murase(Reappointment)

Naoki Ikeda(Reappointment)

Akihide Ishiguro(Reappointment)

Yukiyasu Shiraki(Reappointment)

Yoshiaki Bito

Gender7

TomokoShiozaki(Reappointment)(Outside)(Independent)

Attendance atBoard ofDirectors

Male

Chairperson (Representative Director)

11/11

Male

President (Representative Director)

11/11

Male

Deputy President

11/11

Male

Male

(New appointment)

6

Current position at the Company, etc.

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

11/11

11/11

FemaleExecutive Officer
General Manager, Sustainability Planning OfficeFemaleDirector

11/11

Male

Director

9/9―

Satoko Ito
8(Reappointment)(Outside)(Independent)

Yasushi Ueda

6

No.

1

Name
(Date of birth)

Past experience, positions, and responsibilities

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

7

Number of Attendanceshares of the at Board ofCompany held Directors

45,576
shares

11/11

No.

2

Name
(Date of birth)

Past experience, positions, and responsibilities

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

8

Number of Attendanceshares of the at Board ofCompany held Directors

31,016
shares

11/11

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021

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

3

(Reappointment)

Jun.

2016

Akihide Ishiguro(Sep. 19, 1963)

Jun.

2017

Jun.

2018

Jun.

2019

Jun.

2020

Oct.

2021

Number of Attendanceshares of the at Board ofCompany held Directors

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

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

9

13,348shares

11/11

No.

4

Name
(Date of birth)

Past experience, positions, and responsibilities

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

10

Number of Attendanceshares of the at Board ofCompany held Directors

14,399shares

11/11

No.

5

Name
(Date of birth)

Past experience, positions, and responsibilities

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

11

Number of Attendanceshares of the at Board ofCompany held Directors

5,592
shares

11/11

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

The Company
Oct.
2021
Apr.
2022
Jun.

(New appointment)
Tomoko Shiozaki(Aug. 30, 1972)

6

2023

Subsidiaries, etc.
Apr.
1995
Jun.
2017
Jun.
2018
Apr.

2021

Apr.

2022

Jun.

2023

Number of Attendanceshares of the at Board ofCompany held Directors

Manager, Group Business Planning Division
General Manager, Sustainability Planning
OfficeExecutive Officer
General Manager, Sustainability Planning
Office (current position)
Joined the Bank
General Manager, Tarui Branch, the Bank
General Manager, Hoshigaoka Branch, theBank
General Manager, SDGs Promotion Office,Local Vitalization Division, the Bank
General Manager, Sustainability Promotion
Division, the Bank
Executive Officer, and General Manager,
Sustainability Promotion Division, the Bank
(current position)

Significant concurrent position:
Executive Officer, The Juroku Bank, Ltd.
Reasons for nomination as a candidate for Director:
Ms. Tomoko Shiozaki has served as General Manager of branches at The Juroku Bank,
Ltd., a group company of the Group. She has also promoted and supervised sustainability
as Executive Officer and General Manager of Sustainability Promotion Division. At theCompany, she has served as General Manager of Sustainability Planning Office from
April 2022 and has a capability and a track record that enable her to perform the
management of the Group’s operations accurately, fairly and efficiently.
The Company believes that, by utilizing her extensive operational experience and a wide
range of knowledge, she will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theGroup’s sustainable growth and improve its medium-to-long term corporate value and has
nominated her as a candidate for Director.
Special relationships:
There are no special relationships between Ms. Tomoko Shiozaki and the Company.

12

1,989
shares

-

No.

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

Satoko Ito(Jul. 3, 1967)

7

Past experience, positions, and responsibilities

Oct.

1989

Apr.

2010

Apr.

2015

Number of Attendanceshares of the at Board ofCompany held Directors

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

Jun.
2020
Oct.
2021
Significant concurrent positions:
Outside Director, Sekisui Jushi Corporation
External Corporate Auditor, MITANI SANGYO Co., Ltd.
Reasons for nomination as a candidate for Outside Director and the overview of expectedroles:
Ms. Satoko Ito has extensive experience and knowledge in a wide range of domains such asenvironmental energy, regional revitalization, ESG and sustainability gained through her
career as an anchorperson for news and information programs and a university professor.
Although she has not been involved in corporate management other than through serving as
Outside Director or External Corporate Auditor, the Company believes that, by utilizing
her extensive experience and a wide range of knowledge, she will contribute to increasingtransparency and fairness of the decision-making function and strengthening thesupervising function of the Board of Directors from an objective standpoint independent
from the management team in order to promote the Group’s sustainable growth andimprove its medium-to-long term corporate value and has renominated her as a candidate
for Outside Director.
Special relationships:
There are no special relationships between Ms. Satoko Ito and the Company.
(Note) Ms. Satoko Ito is currently serving as Outside Director of the Company and her termof office will be two (2) years and nine (9) months at the conclusion of this General
Meeting of Shareholders.

13

0shares

11/11

No.

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

Yasushi Ueda
(Mar. 11, 1963)

8

Past experience, positions, and responsibilities

Apr.

1988

Joined Meiji Life Insurance Company

Apr.

2013

Apr.

2017

Apr.
Apr.

2018
2019

Apr.

2020

Apr.

2021

Jun.
Apr.

2023
2024

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

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

Number of Attendanceshares of the at Board ofCompany held Directors

0shares9/9(Note) Mr. Yasushi Ueda is currently serving as Outside Director of the Company and his
term of office will be one (1) year at the conclusion of this General Meeting of Shareholders.
(Notes)
1. Ms. Satoko Ito and Mr. Yasushi Ueda are candidates for Outside Directors who satisfy the Criteria for Assessing Independence of
the Company as described on Page 15. They are also candidates for Independent Officers pursuant to the provisions of Tokyo
Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. Ms. Satoko Ito previously served as Director of The Juroku Bank, Ltd., a subsidiary of the Company.
3. The Company specifies in its Articles of Incorporation to allow the Company and Outside Directors to enter into an agreement
limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Company has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act witheach of the Outside Director candidates, Ms. Satoko Ito and Mr. Yasushi Ueda. When the relevant Outside Directors haveacted in good faith and have not been grossly negligent in performing their duties, they will be responsible for such liability
to the extent of the liability amount set forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act under theagreement. The Company plans to enter into the same liability limitation agreement with each of the Outside Director
candidates upon the reappointment of Ms. Satoko Ito and Mr. Yasushi Ueda at this General Meeting of Shareholders.
4. The Company has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If the candidates are
reelected or elected as proposed, all of them will be insured under the contract. The contract covers compensation fordamages and litigation expenses in the event that a claim for damages is made against the insured person due to an act
committed by the insured person in his/her capacity such as an officer of a company. The Company fully bears the insurance
premiums for all insureds. The Company will renew the insurance contract with the same details during their terms of office.

14

Proposal No. 2: Election of One (1) Director who is a Member of the Audit & Supervisory Committee
Mr. Naohiko Ishikawa, Director who is a Member of the Audit & Supervisory Committee, will resign at theconclusion of this General Meeting of Shareholders. Accordingly, the election of one (1) new Director who isa Member of the Audit & Supervisory Committee is proposed.
We have obtained the approval of the Audit & Supervisory Committee for this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions, and responsibilities

Apr.
Jan.
Oct.

1988
2013
2014

Joined the BankManager, Corporate Planning Division, the Bank
Deputy General Manager, Kakamigahara Branch,
the Bank
2016
General Manager, Kurono Branch(New appointment) Jun.
Jan.
2018
General Manager, Seki Branch
Akito Yamashita
Apr.
2019
General Manager, Okazaki Branch(Aug. 30, 1965)
Jun.
2019
Executive Officer and General Manager, Okazaki
BranchOct.
2020
President (Representative Director), Juroku
Business Service Co., Ltd.
Oct.
2021
Full-time Auditor, the Bank (current position)
Reasons for nomination as a candidate for Director who is a Member of the Audit &Supervisory Committee:
Mr. Akito Yamashita has served as Executive Officer and General Manager of Okazaki
Branch as well as in core bank operations such as General Manager of the major branches,
corporate planning operation and full-time Auditor of The Juroku Bank, Ltd., a groupcompany of the Group, and has thorough knowledge of overall operations. The Company
believes that, by utilizing his extensive operational experience and a wide range of insight,
he will contribute to increasing transparency and fairness of the decision-making function
and strengthening the supervising function of the Board of Directors from an objective
standpoint independent from the management team and has nominated him as a candidate
for Director who is a Member of the Audit & Supervisory Committee.
Special relationships:
There are no special relationships between Mr. Akito Yamashita and the Company.

15

Number of Attendanceshares of the at Board ofCompany held Directors

2,023
shares―Attendanceat Audit &Supervisory
Committee―

(Note)1. The Company has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If Mr. Akito Yamashita iselected as proposed, he will be insured under the contract. The contract covers compensation for damages and litigation expenses
in the event that a claim for damages is made against the insured person due to an act committed by the insured person in his/her
capacity such as an officer of a company. The Company fully bears the insurance premiums for all insureds. The Company will
renew the insurance contract with the same details during their terms of office.

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

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

2.

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

3.

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

16

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

Name

Chairperson
Yukio Murase (Representative
Director)
President
Naoki Ikeda (Representative
Director)
AkihideDeputy President
Ishiguro
Director and Senior
Managing Executive
Yukiyasu
Officer
General Manager, Group
Directors Shiraki
Business Planning
who are not
Division
Members of
Director andthe Audit &Managing Executive
Supervisory
Committee Yoshiaki Bito Officer
General Manager, Group
Risk Management
Division
Executive Officer
TomokoGeneral Manager,
Shiozaki
Sustainability Planning
OfficeSatoko Ito

Financing

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

-

●

●

●

●

Local
ESG /
revitalization Sustainability

●
●

●

●

●

●

●

●

●

●

Director Outside

Yasushi Ueda Director Outside
Akito
Directors Yamashita
who areMembers of
Shinjithe Audit &Supervisory Ishihara

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

Corporate
management●●●

Director Outside●

Committee
Satoe Tsuge●

Director Outside●

Note: The table does not represent all expertise and experience possessed by each person.
End17