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 shallprevail. The Bank assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translations.
(Securities Code: 8345)
June 4, 2024
To Shareholders with Voting Rights:
Toru Iwayama
President
The Bank of Iwate, Ltd.
2-3, Chuodori 1-chome, Morioka, Iwate,Japan

NOTICE OF CONVOCATION OF
THE 142ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 142nd Annual General Meeting of Shareholders of The Bank of Iwate, Ltd. (the“Bank”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Bank has taken measures for electronic provision and has
posted matters to be provided electronically on the Bank’s website on the internet
The Bank’s website :https://www.iwatebank.co.jp/english/shareholders.html
In addition to the Bank’s website, they are posted on the Tokyo Stock Exchange (TSE) website.
In accessing the TSE website, please enter “Issue name (The Bank of Iwate)” or the “Code (8345),” press“Search,” select “Basic information,” and then select “Documents for public inspection/PR information” to confirm therelevant information from “Notice of General Shareholders Meeting / Informational Materials for a General
Shareholders Meeting” in the “Filed information available for public inspection” field.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, you can exercise your voting rights by mailing the Voting Rights Exercise
Form or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by no later than 5:15 p.m. on Tuesday, June 25, 2024 Japan time.

11. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time

2. Place:

9F, Hall, Head Office of the Bank, 2-3, Chuodori 1-chome, Morioka, Iwate,Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 142nd Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 142nd Fiscal Year (from
April 1, 2023 to March 31, 2024) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of Four (4) Directors serving as Audit and Supervisory Committee
Members
Proposal No. 4: Determination of Compensation for Granting Restricted Shares to Directors
excluding Directors serving as Audit and Supervisory Committee Members andOutside Directors
Proposal No. 5: Election of Accounting Auditor
4. Matters to be decided upon convocation(1) If there is no indication of your vote for or against the proposals in the
Voting Rights Exercise Form, your vote shall be treated as approval of the
proposal.
(2) If you exercise your voting rights both by mailing the Voting Rights Exercise
Form and via the Internet, only the vote placed via the Internet is deemedvalid.
(3) If you exercise your voting rights more than once via the Internet, only thelast vote is deemed valid.
End◎ Among the matters subject to the electronic provision measures, the following matters will not be provided in
the paper copy to shareholders who made a request for delivery of documents in accordance with theprovisions of laws and regulations and the Articles of Incorporation of the Bank. The Audit and Supervisory
Committee and the Accounting Auditors audit documents subject to auditing, include the following matters:(1) “Matters concerning Stock Acquisition Rights, etc. Held by the Bank,” “Basic policies regarding
persons who control decisions on finance and business policies,” “Systems for ensuring theappropriateness of operations,” “Matters regarding specific wholly-owned subsidiaries,” “Mattersregarding transactions with parent companies,” “Matters regarding accounting advisors,” “Others” inthe Business Report(2) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements(3) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements◎ If any revisions are made to the matters to be provided electronically, the revised version will be posted on
the respective websites where the matters are posted.
◎ In the event that there are major changes in the operation of the General Meeting of Shareholders, suchchanges will be posted on the Bank’s website (https://www.iwatebank.co.jp/).

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Given the public nature of a bank and from a standpoint of ensuring its sound management, the Bank strives toretain sufficient internal reserves. Meanwhile, the Bank is committed to continuously providing stable dividends toshareholders based on its basic policy, maintaining a stable dividend of ¥70 per share according to the Bank’s
shareholder return policy with a target payout ratio of 30% based on net income attributable to owners of parent. In
accordance with the dividend policy, the Bank proposes that dividends payout at the end of the 142nd fiscal year, andappropriation of other surplus will be as follow by taking into account the business results of the fiscal year underreview, management climate and future operational expansion in a comprehensive manner.
1.

Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount
Cash dividend of ¥40 per common share of the Bank
In this case, the total dividends payable will be ¥694,503,800. As a result, the annual dividend will be ¥80 per
share, including ¥40 per share of interim dividend which the Bank has already paid.
(3) Effective date of distribution of surplus
June 27, 2024

2.

Other matters concerning the appropriation of surplus(1) Item and amount of surplus to be decreased
Retained earnings brought forward
3,000,000,000 yen(2) Item and amount of surplus to be increased
General reserve
3,000,000,000 yen

3Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit and Supervisory
Committee Members)
Since the terms of office of the ten (10) Directors (excluding Directors serving as Audit and Supervisory
Committee Members; same for the proposal below) will expire at the conclusion of this Annual General Meetingof Shareholders, the new election of eight (8) Directors is proposed.
The Audit and Supervisory Committee concluded that each candidate was qualified as Director of the Bank
after considering this proposal, since the candidates for Directors have been appropriately nominated through thedeliberation of the Nomination and Compensation Advisory Committee.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are
as follows:

No.

Name

1

(Male)

2(Male)

3(Male)

4(Male)

5(Male)

6(Male)

7(Male)

8(Male)

Toru Iwayama
Kensei Ishikawa
Shinei Kishi
Fumihiko Kikuchi
Kazuhiro Sugawara
Atsushi Miyanoya
Yutaka Takahashi
Toshinori Abe

Current Position

President

Reappointment

Director /Senior Managing
Executive Officer
Director / Managing
Executive Officer
Director / Managing
Executive Officer
Director / Managing
Executive Officer

Reappointment
Reappointment
Reappointment
Reappointment

Attendance atBoard ofDirectors
meetings(times)
14/14 (100%)
14/14 (100%)
14/14 (100%)
12/14 (85%)
11/11 (100%)

Reappointment Outside Independent

Outside Director

13/14 (92%)

Reappointment Outside Independent

Outside Director

13/14 (92%)

Reappointment Outside Independent

Outside Director

10/11 (90%)(Note) Mr. Kazuhiro Sugawara attended all eleven Board of Directors meetings held, and Mr. Toshinori Abe attended
ten out of eleven Board of Directors meetings held, after they took office as Director on June 23, 2023.
Outside: Candidate for Outside Director
Independent: Candidate for Independent Director as stipulated by the Tokyo Stock Exchange

4Candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members)
1 Toru Iwayama(Male) (October 15, 1965)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,800 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1988
Joined the Bank
Apr. 2006
Acting General Manager of Sendai Office
Jul. 2008
Chairman of Opening Preparation for Osaki Branch
Nov. 2008
General Manager of Osaki Branch
Apr. 2010
Acting General Manager of General Planning Division
Apr. 2014
Vice General Manager of General Planning Division
Apr. 2015
Vice General Manager of Financial Markets DivisionJun. 2016
General Manager of Financial Markets Division
Apr. 2018
Executive Officer / General Manager of Financial Markets DivisionJun. 2019
Executive Officer / General Manager of Tokyo Office
Oct. 2020
Executive Officer / General Manager of General Planning DivisionJun. 2021
Director / Managing Executive Officer
Jun. 2022
President (current position)■ [Reason for nomination as a candidate for Director]
Mr. Toru Iwayama has assumed various posts such as General Manager of the Financial Markets
Division, General Manager of Tokyo Office, and General Manager of the General Planning Divisions, and has
the ability to execute management and administration of the banking business accurately, fairly and efficiently
by drawing on his knowledge and wealth of experience. Having served as Director since June 2021 andmanaged the Bank as a representative director since June 2022, he has performed adequately as Director of theBank. For these reasons, he is reappointed as a candidate for Director.
2 Kensei Ishikawa(Male) (May 27, 1961)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,800 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1984
Joined the Bank
Nov. 2003
General Manager of Hitaka Branch
Jun. 2005
Senior Manager of Financial Markets DivisionFeb. 2006
Acting General Manager of Financial Markets DivisionJun. 2009
Vice General Manager of Financial Markets DivisionJun. 2010
General Manager of Ichinohe Branch
Apr. 2013
General Manager of Financial Markets DivisionJun. 2016
General Manager of Tokyo Office
Jul. 2016
Executive Officer / General Manager of Tokyo OfficeJun. 2019
Managing Director
Jun. 2021
Director / Managing Executive Officer
Jun. 2023
Director / Senior Managing Executive Officer (current position)(in charge of Loan Supervision Division and Financial Markets Division)■ [Reason for nomination as a candidate for Director]
Mr. Kensei Ishikawa has assumed various posts such as General Manager of Ichinohe Branch, General
Manager of Financial Markets Division, and General Manager of Tokyo Office, and has the ability to execute
management and administration of the banking business accurately, fairly and efficiently by drawing on his
knowledge and wealth of experience. He has served as Director since June 2019 and has performed adequately as
Director of the Bank. For these reasons, he is reappointed as a candidate for Director.

5

3 Shinei Kishi(Male) (August 13, 1964)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,000 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1987
Joined the Bank
Oct. 2006
Vice General Manager of Tokyo Branch
Apr. 2007
Acting General Manager of Tokyo Office
Apr. 2009
General Manager of Sugo BranchOct. 2012
Loan Supervision Officer of Loan Supervision Division
Apr. 2017
General Manager of Loan Supervision Division
Jul. 2019
Executive Officer & General Manager of Head OfficeJun. 2022
Director / Managing Executive Officer (current position)(in charge of Sales Strategy Division, Regional Community Contribution Division and Digital
Promotion Division)■ [Reason for nomination as a candidate for Director]
Mr. Shinei Kishi has assumed various posts such as General Manager of Sugo Branch, General Manager
of Loan Supervision Division, and General Manager of Head Office, and has the ability to execute
management and administrationof the banking business accurately, fairly and efficiently by drawing on his
knowledge and wealth of experience. He has served as Director since June 2022 and has performed
adequately as the Bank’s Director. For these reasons, he is reappointed as a candidate for Director.
4 Fumihiko Kikuchi(Male) (December 18, 1965)
Reappointment■ Attendance at Board of Directors meetings (times)
12/14 (85%)■ Number of shares of the Bank held
2,200 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1989
Joined the Bank
Oct. 2007
Senior Manager of General Planning Division
Jul. 2011
Acting General Manager of General Planning Division
Apr. 2015
Vice General Manager of General Planning Division
Oct. 2016
General Manager of Tairadate BranchOct. 2018
General Manager Assistant to General Planning Division
Apr. 2020
Leave of absence, Seconded to manorda Iwate Co., Ltd. as Representative Director
Jun. 2022
Director / Managing Executive Officer (current position)(in charge of General Planning Division and General Affairs Division)■ [Reason for nomination as a candidate for Director]
Mr. Fumihiko Kikuchi has assumed various posts such as General Manager of Tairadate Branch and General
Manager Assistant to General Planning Division. From April 2020, he served as Representative Director ofmanorda Iwate Co., Ltd. (which provides advanced banking services), which he has been involved with since its
establishment, and has the ability to execute management and administrationof the banking business accurately,
fairly and efficiently by drawing on his knowledge and wealth of experience. He has served as Director since June
2022 and has performed adequately as the Bank’s Director. For these reasons, he is reappointed as a candidate for
Director.

65 Kazuhiro Sugawara(Male) (February 28, 1967)
Reappointment■ Attendance at Board of Directors meetings (times)
11/11 (100%)■ Number of shares of the Bank held
2,000 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1989
Joined the Bank
Apr. 2008
Senior Manager of Personnel Division
Apr. 2009
Acting General Manager of Personnel Division
Jul. 2011
General Manager of Chabatake Branch
Apr. 2015
General Manager of Shiwa Branch
Apr. 2018
General Manager of Ninohe BranchOct. 2020
General Manager of Personnel Division
Jul. 2021
Executive Officer / General Manager of Personnel DivisionJun. 2023
Director / Managing Executive Officer (current position)(in charge of Personnel Division and Secretariat)■ [Reason for nomination as a candidate for Director]
Mr. Kazuhiro Sugawara has assumed various posts such as General Manager of Chabatake Branch, General
Manager of Shiwa Branch, General Manager of Ninohe Branch, and General Manager of Personnel Division,and has the ability to execute management and administrationof the banking business accurately, fairly andefficiently by drawing on his knowledge and wealth of experience. He has served as Director since June 2023
and has performed adequately as the Bank’s Director. For these reasons, he is reappointed as a candidate for
Director.
6 Atsushi Miyanoya (Male) (April 3, 1959) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
13/14 (92%)■ Number of shares of the Bank held
400 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1982
Joined the Bank of Japan
May. 2008
Director-General, Senior Secretary to the Governor
May. 2010
Director-General, Financial System and Bank Examination Department
Mar. 2013
General Manager, Nagoya Branch
May. 2014
Executive Director / General Manager, Osaka BranchMar. 2017
Executive Director (in charge of Financial System and Bank Examination Department, Currency
Issue Department and Public Relations Department)
May. 2018
RetiredJun. 2018
Chairman, NTT DATA INSTITUTE OF MANAGEMENT CONSULTING, Inc. (current position)
Jun. 2019
Director, DAIBIRU CORPORATION
Jun. 2020
Director of the Bank (current position)
Jun. 2021
Public Governor, the Japan Financial Services Association (current position)
Jun. 2022
Part-time Governor, Osaka Shinkin Bank (current position)(Significant concurrent position)
Chairman, NTT DATA INSTITUTE OF MANAGEMENT CONSULTING, Inc.
Public Governor, the Japan Financial Services Association
Part-time Governor, Osaka Shinkin Bank
■ [Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Atsushi Miyanoya served as Executive Director of the Bank of Japan until May 2018. In addition toserving as the Chairman of NTT DATA INSTITUTE OF MANAGEMENT CONSULTING, Inc., he currently
serves as Public Governor of the Japan Financial Services Association and part-time Governor of Osaka
Shinkin Bank. Based on his abundant experience and wide range of knowledge regarding financial policies, hehas proactively given his viewpoint and opinions to the Board of Directors Meeting as well as giving advice
and recommendations, adequately performing his role expected in the areas such as decision making of theBank’s critical management issues and monitoring the Bank’s operations. For these reasons, he is reappointed
as a candidate for Outside Director of the Bank.Furthermore, the Bank expects him to monitor and supervise
the management of the Bank from an independent standpoint, and to give beneficial advice and opinions to the
Bank.

7

7 Yutaka Takahashi (Male) (March 2, 1948) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
13/14 (92%)■ Number of shares of the Bank held
0 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Mar. 1970
Joined KUBOTA Corporation
Jan. 1974
Joined Takagen Machinery Co., Ltd.
Jan. 1985
President of Takagen Machinery Co., Ltd.
Feb. 1985
President of Takagen Electronics Co., Ltd. (current position)
Feb. 1999
President of Takagen Kogyo Co., Ltd.
Mar. 2001
Corporate Auditor, Hanamaki Gas Co., Ltd.
May.2003
Chairperson of Iwate Prefectural Agricultural Machinery Fair Trade Council (current position)
Sep. 2008
President of Iwate KUBOTA Co., Ltd.
Jan. 2012
President of Michinoku KUBOTA Co., Ltd.
Feb. 2012
Chairperson of Takagen Kogyo Co., Ltd. (current position)
May.2014
Vice Chairperson of Agricultural Machinery Fair Trade Council (current position)
Jun. 2017
Chairperson of Hanamaki Youth Creative Activity Promotion Association (Nonprofit Organization)(current position)
Jun. 2018
Chairman of Hanamaki Chamber of Commerce and Industry (current position)
Aug. 2018
Board Member of Hanamaki Higashi High School (current position)
Jan. 2021
Chairperson of Michinoku KUBOTA Co., Ltd.
Jun. 2022
Director of the Bank (current position)
Mar. 2024
Board Chairperson of Michinoku KUBOTA Co., Ltd. (current position)(Significant concurrent position)
Board Chairperson of Michinoku KUBOTA Co., Ltd.
President of Takagen Electronics Co., Ltd.
Chairperson of Takagen Kogyo Co., Ltd.
Chairman of Hanamaki Chamber of Commerce and Industry
Chairperson of Hanamaki Youth Creative Activity Promotion Association (Nonprofit Organization)
Board Member of Hanamaki Higashi High School■ [Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Yutaka Takahashi has served as a director of Michinoku KUBOTA Co., Ltd. and other companies formany years, and has also assumed several important positions in industry organizations, including Chairmanof the Hanamaki Chamber of Commerce and Industry. He is reappointed as a candidate for Outside Directorof the Bank in the expectation that he will bring his abundant experience and wide range of knowledge as acorporate executive to bear in making decisions on important management issues and supervising theexecution of business operations.Furthermore, the Bank expects him to monitor and supervise themanagement of the Bank from an independent standpoint, and to give beneficial advice and opinions to the
Bank.

8

8 Toshinori Abe (Male) (October 28, 1957) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times) 10/11 (90%)■ Number of shares of the Bank held
100 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1981
Joined Tohoku Electric Power Co., Inc.
Jun. 2011
General Manager of the Human Capital Department
Jun. 2014
Executive Officer and General Manager of Tokyo Branch OfficeJun. 2017Managing Director and General Manager of the Customer Services DivisionArp. 2018
Director & Managing Executive Officer and President of the Power Generation and Sales
Company
Apr. 2021
Representative Director & Executive Vice President, and President of Power Generation and Sales
Company
Apr. 2022
Representative Director & Executive Vice President in charge of Compliance Promotion & Crisis
Management
Jun. 2022
Director of Yurtec Co., Inc. (part-time)
Apr. 2023
Director of Tohoku Electric Power Co., Inc.
Jun. 2023
Chairman of Yurtec Co., Inc. (current position)
Jun. 2023
Retire as Director of the Tohoku Electric Power Co., Inc.
Jun. 2023
Director of the Bank (current position)(Significant concurrent position)
Chairman of Yurtec Co., Inc.
■ [Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Toshinori Abe had served as Managing Director of Tohoku Electric Power Co., Inc. since June 2017,and has assumed various posts at Tohoku Electric Power Co., Inc., such as Director & Managing Executive
Officer in April 2018, Representative Director & Executive Vice President from April 2021 to March 2023,
and Director since April 2023. He has also served as Director (part-time) of Yurtec Co., Inc. since June 2022,
and assumed the position of Chairman of the Board in June 2023. He is reappointed as a candidate for Outside
Director of the Bank in the expectation that he will bring his abundant experience and wide range ofknowledge as a corporate executive to bear in making decisions on important management issues andsupervising the execution of business operations.Furthermore, the Bank expects him to monitor and supervise
the management of the Bank from an independent standpoint, and to give beneficial advice and opinions to the
Bank.

9

(Notes)
1.
2.
3.

4.

5.

6.

7.

8.

9.

There is no special interest relationship between each candidate and the Bank.
Messrs. Atsushi Miyanoya, Yutaka Takahashi and Toshinori Abe are candidates for Outside
Directors.
The Bank has registered Messrs. Atsushi Miyanoya and Yutaka Takahashi as Independent Directors
with the Tokyo Stock Exchange in accordance with its regulations, and in the event of theappointment of the two candidates above, they will continue to serve as Independent Directors. Also,
the Bank intends to register Mr. Toshinori Abe as an Independent Director with the Tokyo Stock
Exchange in accordance with its regulations, and in the event of the appointment of Mr. Toshinori
Abe nominated above, he will serve as Independent Director.
The terms of office of Messrs. Atsushi Miyanoya, Yutaka Takahashi, and Toshinori Abe as Outside
Directors of the Bank at the conclusion of this Annual General Meeting of Shareholders will
respectively be as follows:
Mr. Atsushi Miyanoya: Four years
Mr. Yutaka Takahashi: Two years
Mr. Toshinori Abe: One year
Mr. Atsushi Miyanoya serves as Chairman of NTT DATA INSTITUTE OF MANAGEMENTCONSULTING, Inc. There are no transactions between the company and the Bank. Therefore, his
independence is fully secured.
Mr. Yutaka Takahashi serves as Board Chairperson of Michinoku KUBOTA Co., Ltd., President of
Takagen Electronics Co., Ltd., and Chairperson of Takagen Kogyo Co., Ltd. which are ourcustomers. Although there are ordinary banking transactions between the Bank and these threecompanies, the transaction amounts were less than 2% of the total net sales of these three companies
and the Bank’s consolidated gross business profit for the most recent fiscal year. Therefore, his
independence is fully secured.
Mr. Toshinori Abe served as Director of Tohoku Electric Power Co., Inc. which is our customer until
June 2023 and currently serves as Chairman of the Board of Yurtec Co., Inc. which is our customer.
Although there are ordinary banking transactions between the Bank and these two companies, thetransaction amount was less than 2% of the total net sales of the two companies and the Bank’s
consolidated gross business profit for the most recent fiscal year. Therefore, his independence is fully
secured.
The Bank has entered into liability limitation agreements with candidates for Outside Directors,
Messrs. Atsushi Miyanoya, Yutaka Takahashi, and Toshinori Abe, to limit their liabilities fordamages to the Bank caused by negligence in the performance of their duties, to the minimum
liability amount stipulated by laws and regulations, in accordance with Article 427, Paragraph 1 of
the Companies Act. In the event of the reappointment of each candidate nominated above, the Bank
intends to continue the said agreements.
The Bank has entered into a directors and officers liability insurance contract pursuant to Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance contract covers
litigation costs to be borne by the insured when the directors and officers win the case (regularinsurance policy) and litigation costs and compensation for damages when the directors and officers
lose the case for compensation claims other than shareholder derivative lawsuits (regular insurance
policy). The insurance contract also covers litigation costs and compensation for damages when the
directors and officers lose shareholder derivative lawsuits which are covered by shareholder
derivative lawsuit rider attached to regular insurance policy. The insurance premiums are fully borneby the Bank.
Each candidate will be included as the insured under the insurance policy. In addition, the Bank
plans to renew the insurance policy with the same content during their terms of office.

10

Proposal No. 3: Election of Four (4) Directors serving as Audit and Supervisory Committee Members
Of the current five (5) Directors serving as Audit and Supervisory Committee Members, Mr. Shuichi Fujisawa
will resign his position at the conclusion of this Annual General Meeting of Shareholders, and the terms of officeof Mr. Shinichi Matsumoto, Ms. Etsuko Sugawara, Mr. Masakazu Watanabe, and Ms. Chikako Maeda will expire
at the conclusion of this Annual General Meeting of Shareholders, and therefore the new election of four (4)Directors serving as Audit and Supervisory Committee Members is proposed.
The Bank has obtained a prior consent from the Audit and Supervisory Committee for the submission of this
proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:

No.

Name

1

(Male)

Shinichi Matsumoto

Reappointment

2(Female)Reappointment
Outside Independent

3(Male)

4(Female)Etsuko Sugawara

Masakazu Watanabe

Chikako Maeda

Current Position

Director serving asStanding Audit
and Supervisory
Committee
MemberOutside Director
serving as Audit
and Supervisory
Committee
MemberOutside Director
serving as Audit
and Supervisory
Committee
MemberOutside Director
serving as Audit
and Supervisory
Committee
MemberReappointment
Outside Independent

Reappointment
Outside Independent

Attendanceat Board of
Directors
meetings(times)Attendanceat Audit andSupervisory
Committee
meetings(times)11/11(100%)

11/11(100%)

14/14(100%)

14/14(100%)

14/14(100%)

14/14(100%)

14/14(100%)

14/14(100%)(Note) Mr. Shinichi Matsumoto attended all eleven Board of Directors meetings and Audit and Supervisory Committee
meetings held after he took office as Director on June 23, 2023.
Outside: Candidate for Outside Director
Independent: Candidate for Independent Director as stipulated by the Tokyo Stock Exchange

11Candidates for Directors serving as Audit and Supervisory Committee Members
1 Shinichi Matsumoto(Male) (March 15, 1967)
Reappointment■ Attendance at Board of Directors meetings (times)
11/11 (100%)■ Attendance at Audit and Supervisory Committee meetings (times)
11/11 (100%)■ Number of shares of the Bank held
1,100 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1989
Joined the Bank
Apr. 2007
Senior Manager of Corporate Banking Division
Apr. 2008
Business Promotion Manager of Corporate Banking Division
Jul. 2008
Business Promotion Manager of Customer Services Division
Mar. 2009
Business Promotion Manager of Corporate Banking Division
Apr. 2010
Business Promotion Manager of Regional Support Division
Jul. 2011
General Manager of Minato BranchOct. 2014
Acting General Manager of General Planning Division
Apr. 2015
Vice General Manager of General Planning Division
Apr. 2017
General Manager of Risk Management DivisionJun. 2019
General Manager of Financial Markets Division
Jul. 2020
Executive Officer / General Manager of Financial Markets Division
Oct. 2020
Executive Officer / General Manager of Tokyo OfficeJun. 2023
Director serving as Audit and Supervisory Committee Member (current position)■ [Reason for nomination as a candidate for Director]
In addition to serving as General Manager of a branch, Mr. Shinichi Matsumoto has assumed various posts
such as in the Planning, Risk Control, and Financial Markets Divisions, and is deeply versed in the banking
business overall. He assumed Executive Officer / General Manager of Financial Markets Division from July
2020, Executive Officer / General Manager of Tokyo Office from October 2020, and Director serving as Audit
and Supervisory Committee Member from June 2023. He has knowledge and experience to audit the executionof duties of Directors accurately, fairly and efficiently. For these reasons, he is reappointed as a candidate for
Director serving as Audit and Supervisory Committee Member.
2 Etsuko Sugawara (Female) (May 20, 1953) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Attendance at Audit and Supervisory Committee meetings (times)
14/14 (100%)■ Number of shares of the Bank held
0 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1987
Research Associate of Iwate University Faculty of Education
Apr. 1989
Lecturer of Iwate University Faculty of Education
Apr. 1993
Associate Professor of Iwate University Faculty of Education
Apr. 1999
Professor of Iwate University Faculty of Education
Apr. 2010
Vice President of Iwate University Faculty of Education
Mar. 2015
Director and Vice President of Iwate University Faculty of Education
Jun. 2018
Director serving as Audit and Supervisory Committee Member (current position)
Mar. 2019
Retired as Director and Vice President of Iwate University
Mar. 2023
Director, Iwate Co-op (current position)(Significant concurrent position)
Director, Iwate Co-op■ [Reason for nomination as a candidate for Outside Director and summary of expected roles]
Ms. Etsuko Sugawara has served as Director and Vice President of Iwate University. She has also
contributed to raising the momentum and promoting a gender-equal society. The Bank concluded that she has
the ability to apply her professional expertise and extensive knowledge and insight as an academic expert to the
Bank’s auditing activities. For these reasons, she is reappointed as a candidate for Outside Director serving as
Audit and Supervisory Committee Member. Furthermore, the Bank expects her to monitor and supervise themanagement of the Bank from an independent standpoint, and to give beneficial advice and opinions to the
Bank.
Although she does not have experience of being involved in corporate management other than as an outside
director, for the reasons stated above, she is considered capable of adequately performing her duties as an
Outside Director.

12

3 Masakazu Watanabe (Male) (July 17, 1969) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Attendance at Audit and Supervisory Committee meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,000 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1996
Registered with Japan Federation of Bar Associations
Apr. 1999
Established Masakazu Watanabe Law Office (current position)
Apr. 2012
Chairman of Iwate Bar Association
Apr. 2012
Director of Japan Federation of Bar Associations
Oct. 2016
Domestic relations conciliation commissioner of Morioka Family Court
Jun. 2020
Director serving as Audit and Supervisory Committee Member (current position)
Jul. 2022
Chairman of Iwate Prefecture Human Resources Committee (current position)(Significant concurrent position)
Attorney at law■ [Reason for nomination as a candidate for Outside Director and summary of expected roles]
Since Mr. Masakazu Watanabe is well versed in corporate legal affairs as an attorney at law and has
extensive legal knowledge and experience, the Bank concluded that he has the ability to apply his extensive
knowledge and insight, especially in legal affairs, to the Bank’s auditing activities. For these reasons, he isreappointed as a candidate for Outside Director serving as Audit and Supervisory Committee Member of theBank.Furthermore, the Bank expects him to monitor and supervise the management of the Bank from an
independent standpoint, and to give beneficial advice and opinions to the Bank.
Although he does not have experience of being involved in corporate management other than as an outside
director, for the reasons stated above, he is considered capable of adequately performing her duties as an
Outside Director.

4 Chikako Maeda (Female) (March 10, 1966) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Attendance at Audit and Supervisory Committee meetings (times)
14/14 (100%)■ Number of shares of the Bank held
0 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1988
Joined Iwate Prefectural Government Office
Mar. 2000
RetiredMay. 2003
Established Xiaoxiangʼs Tea Workshop (current position)
Mar. 2017
Registered Licensed Guide (Chinese) (current position)
Aug. 2017
Vice Chairperson of Zenrinkan (Nonprofit Organization)
May. 2022
Board Member of Schole (Educational Institution) (current position)
Jun. 2022
Director serving as Audit and Supervisory Committee Member (current position)
May. 2023
Board Member of Yahaba Yurikago (Nonprofit Organization) (current position)
Aug. 2023
Chairperson of Zenrinkan (Nonprofit Organization) (current position)(Significant concurrent position)
Chairperson of Zenrinkan (Nonprofit Organization)
Board Member of Schole (Educational Institution)
Board Member of Yahaba Yurikago (Nonprofit Organization)■ [Reason for nomination as a candidate for Outside Director and summary of expected roles]
After serving as a public servant in the Iwate Prefectural Government, Ms. Chikako Maeda has been
engaged in a wide range of local community-based activities as an independent business owner and aninterpreter/guide. The Bank concluded that she has the ability to apply her wealth of experience and extensive
knowledge to the Bank’s auditing activities. For these reasons, she is reappointed as a candidate for Outside
Director serving as Audit and Supervisory Committee Member of the Bank.Furthermore, the Bank expects her
to monitor and supervise the management of the Bank from an independent standpoint, and to give beneficial
advice and opinions to the Bank.
Although she does not have experience of being involved in corporate management other than as an outside
director, for the reasons stated above, she is considered capable of adequately performing her duties as an
Outside Director.
(Notes)Ms. Chikako Maeda’s name on the family register is Ms. Chikako Sato, but we refer to her by her professional
name.

13

(Notes)
1.
2.
3.

4.

5.

6.

7.

8.

9.

There is no special interest relationship between each candidate and the Bank.
Ms. Etsuko Sugawara, Mr. Masakazu Watanabe, and Ms. Chikako Maeda are candidates for Outside
Directors.
The Bank has registered Ms. Etsuko Sugawara, Mr. Masakazu Watanabe, and Ms. Chikako Maeda as
Independent Directors with the Tokyo Stock Exchange in accordance with its regulations, and in theevent of the appointment of each candidate nominated above, they will continue to serve as Independent
Directors.
The terms of office of Ms. Etsuko Sugawara, Mr. Masakazu Watanabe, and Ms. Chikako Maeda as
Outside Directors of the Bank at the conclusion of this Annual General Meeting of Shareholders will
respectively be as follows:
Ms. Etsuko Sugawara:
Six years
Mr. Masakazu Watanabe: Four years
Ms. Chikako Maeda:
Two years
Ms. Etsuko Sugawara used to work for Iwate University which is one of our customers. Although there
are ordinary banking transactions between the Bank and Iwate University, the transaction amount wasless than 2% of the total income of Iwate University and the Banks’s consolidated gross business profit
for the most recent fiscal year.
Also, in December 2017, on the occasion of the new construction of the “day-care center in theworkplace” operated jointly by the Bank and Iwate University, the Bank made a donation of 20 million
yen to be used to fund the construction. The amount of the donation amount was less than 1% of the total
income of Iwate University for the relevant business year. Since then, there has been no history ofmaking large donations other than this or making regular donations, and she satisfies the independence
criteria stipulated in the “Independence Standards for Outside Directors” set forth by the Bank.
Therefore, her independence is fully secured.
Mr. Masakazu Watanabe was one of our legal advisors until May 2020, but the average amount ofcompensation in the last three years of his term of office was less than 10 million yen, and he satisfies theindependence criteria stipulated in the “Independence Standards for Outside Directors” set forth by the
Bank. Also, although there are ordinary banking transactions between the Bank and Mr. Watanabe, thetransaction amount was less than 2% of his income and the Bank's consolidated gross business profit forthe most recent one-year period. Therefore, his independence is fully secured.
Ms. Chikako Maeda worked for the Iwate Prefectural Government Office, which is one of our major
shareholders, for 12 years from April 1988 to March 2000, but more than 20 years have passed since she
retired, and there is currently no business relationship with her. Also, Ms. Chikako Maeda is Chairpersonof Zenrinkan (Nonprofit Organization) which is one of our customers. Although there are ordinarybanking transactions between the Bank and Zenrinkan (Nonprofit Organization), the transaction amount
was less than 2% of their income and the Bank's consolidated gross business profit for the most recent
fiscal year. Therefore, her independence is fully secured.
The Bank has entered into liability limitation agreements with candidates for Outside Directors, Ms.
Etsuko Sugawara, Mr. Masakazu Watanabe and Ms. Chikako Maeda, to limit their liabilities for damages
to the Bank caused by negligence in the performance of their duties, to the minimum liability amountstipulated by laws and regulations, in accordance with Article 427, Paragraph1 of the Companies Act. In
the event of the reappointment of each candidate nominated above, the Bank intends to continue the said
agreements.
The Bank has entered into a directors and officers liability insurance contract pursuant to Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The insurance contract covers litigation
costs to be borne by the insured when the directors and officers win the case (regular insurance policy)
and litigation costs and compensation for damages when the directors and officers lose the case forcompensation claims other than shareholder derivative lawsuits (regular insurance policy). The insurance
contract also covers litigation costs and compensation for damages when the directors and officers lose
shareholder derivative lawsuits which are covered by shareholder derivative lawsuit rider attached toregular insurance policy. The insurance premiums are fully borne by the Bank.
Each candidate will be included as the insured under the insurance policy. In addition, the Bank plans torenew the insurance policy with the same content during his terms of office.

14

Proposal No. 4:
Determination of Compensation for Granting Restricted Shares to Directors excluding Directors
serving as Audit and Supervisory Committee Members and Outside Directors
The amount of compensation, etc. for Directors of the Bank other than Directors serving as Audit and Supervisory
Committee Members was resolved by the 136th Annual General Meeting of Shareholders held on June 22, 2018. The
amount of monetary compensation, including bonuses, for Directors other than Directors serving as Audit andSupervisory Committee Members has been approved as an amount not to exceed 260 million yen per annum (including
an amount not exceeding 20 million yen for Outside Directors) and the amount of compensation related to shareacquisition rights as share compensation-based stock options for Directors excluding Directors serving as Audit andSupervisory Committee Members and Outside Directors has been approved as an amount not exceeding 80 million yen
per annum, separate from the above Directors’ compensation including bonuses. With the objectives of giving theBank’s Directors other than Directors serving as Audit and Supervisory Committee Members (excluding Outside
Directors; hereinafter “Eligible Directors”) an incentive to work for the sustainable enhancement of the Bank’s
corporate value and promoting the further sharing of value with shareholders, the Bank now seeks approval to pay,
separately from the above compensation, new compensation for granting restricted shares or to grant restricted sharesto the Eligible Directors.
The granting of restricted shares based on this proposal shall be conducted by either of the following methods.
(i) Issue or dispose common shares of the Bank as compensation, etc. for the Eligible Directors without the need forthe pay-in of cash or the furnishing of investment-in-kind assets;(ii) Pay the Eligible Directors monetary compensation claims as compensation, etc., which the Eligible Directors
will furnish in their entirety as an investment-in-kind and receive the issuance or disposal of common shares of
the Bank in return (hereinafter “Investment-in-kind Delivery.”
The total number of common shares of the Bank to be issued or disposed of to Eligible Directors under this proposal
shall not exceed 50,000 shares per annum, and the total amount of compensation shall not exceed 80 million yen perannum, an amount that is considered reasonable in light of the aforementioned objectives. However, in the event that the
total number of outstanding shares of the Bank increases or decreases as the result of a stock split or consolidation ofshares (including an allotment of shares without contribution), the above maximum number of shares shall be adjusted inaccordance with the rate of split or consolidation.
The pay-in amount per share for the Investment-in-kind Delivery shall be determined by the Board of Directors basedon the closing price of the Bank’s common shares on the Tokyo Stock Exchange on the business day preceding the dayof the resolution of the Board of Directors (or the closing price on the most recent preceding trading day that if no trades
have been completed on that day), to the extent that the amount will not be particularly favorable for the Eligible Directors.
The specific allocation to each Eligible Director and the timing shall be determined by the Board of Directors after
deliberation by the Nomination and Compensation Advisory Committee, respecting the opinions of the Committee.
The current number of Eligible Directors is seven (7), and if Proposal No. 2 is approved and passed as originally proposed,
the number of Eligible Directors will be five (5).
For the granting of the restricted shares based on this proposal, a Restricted Shares Allotment Agreement(hereinafter, the “Allotment Agreement”) containing the following contents shall be concluded between the Bank andthe Eligible Directors.
(1) Eligible Directors who have received an allotment of common shares of the Bank under the Allotment Agreement(hereinafter the “Allotted Shares”) may not transfer, create a security interest in, establish a mortgage by transfer, orotherwise dispose of the Allotted Shares to a third party (hereinafter “Transfer Restrictions”) from the date of deliveryof the Allotted Shares until they have retire or resigned from the position of Director or other position stipulated by
the Board of Directors of the Bank (hereinafter, the “Transfer Restriction Period”).
(2) If any Eligible Directors retire or resign from the positions set forth in (1) above prior to the expiration of a period
stipulated by the Board of Directors of the Bank (hereinafter the “Service Provision Period”), the Company willrightfully acquire the Allotted Shares without compensation, unless there are reasons recognized as legitimate by the
Board of Directors of the Bank.
(3) On the condition that the Eligible Directors have occupied the positions set forth in (1) above continuously for theduration of the Service Provision Period, the Bank shall remove the Transfer Restrictions on all of the Allotted Sharesat the time of the expiration of the Transfer Restriction Period. If any Eligible Directors retire or resign from thepositions set forth in (1) above prior to the expiration of the Service Provision Period for reasons recognized as
legitimate by the Board of Directors of the Bank as set forth in (2) above, the number of Allotted Shares from which
to remove the Transfer Restrictions shall be reasonably adjusted as necessary.
(4) The Bank shall rightfully acquire, without compensation, any Allotted Shares for which the Transfer Restrictions havenot been removed under the provisions of (3) above at the time of the expiration of the Transfer Restriction Period.
(5) The Bank shall rightfully acquire, without compensation, the Allotted Shares of any Eligible Directors who, during
15

the Transfer Restriction Period, have violated laws and regulations, the Bank’s internal rules or the Allotment
Agreement, or who fall under any other reason that the Board of Directors of the Bank stipulates as an appropriate
reason for the acquisition of the Allotted Shares without compensation.
(6) If, notwithstanding the provisions of (1) above, a merger agreement whereby the Bank will be the non-surviving party
to the merger, or a share exchange agreement or share transfer plan whereby the Bank will become a wholly owned
subsidiary of another party, or otherwise any matter concerning organizational restructuring, etc. is approved at theAnnual General Meeting of Shareholders of the Bank (or by the Board of Directors of the Bank if such organizational
restructuring, etc. does not require approval at the Annual General Meeting of Shareholders of the Bank) during theTransfer Restriction Period, the Banks shall remove the Transfer Restrictions for a reasonably determined number ofthe Allotted Shares prior to the effective date of that organizational restructuring, etc.
(7) In such an event as provided in (6) above, the Bank shall rightfully acquire, without compensation, the Allotted
Shares for which the Transfer Restrictions have not yet been removed immediately after the removal of the Transfer
Restrictions pursuant to the provisions of (6) above.
Reasons why the granting of restricted shares is reasonable
This proposal is for the payment of compensation for the granting of restricted shares or the granting of restricted
shares to Eligible Directors, with the objectives of giving the Eligible Directors an incentive to work for the sustainableenhancement of the Bank’s corporate value and promoting the further sharing of value with shareholders.
At a meeting of the Board of Directors held on February 25, 2021, the Bank revised its policy regarding thedetermination of compensation, etc., for individual Directors (excluding Directors serving as Audit and Supervisory
Committee Members). A summary of this policy appears in the Business Report (Japanese version only). If this
proposal is approved, the Bank plans to amend this policy in line with this proposal. The maximum number of shares
to be issued or disposed of under this proposal in one year will account for around 0.29% of the total number ofoutstanding shares (excluding treasury shares) (as of March 31 ,2024), giving them an insignificant dilution rate. For
this reason, the Bank has judged the contents of this proposal to be reasonable.
The Audit and Supervisory Committee, as a result of its own examination of the proposal, has judged that this
proposal has been formulated appropriately subsequent to deliberation by the Nomination and Compensation Advisory
Committee and that its contents are reasonable.
If this proposal is approved and passed, with the exception of shares already granted, the share compensationbased stock options scheme and the portion of compensation under that scheme will be abolished, and the Bank plans
not to allot any further share acquisition rights as share compensation-based stock options thereafter.

16

Proposal No. 5:

Election of Accounting Auditor

KPMG AZSA LLC, the Bank’s Accounting Auditor, will retire at the conclusion of this Annual General Meeting of
Shareholders due to the expiration of its term of office.
Accordingly, the Bank seeks approval to appoint Deloitte Touche Tohmatsu LLC as its new Accounting Auditor. This
proposal is presented for approval based on a determination by the Audit and Supervisory Committee.
The reason for the Bank’s selection of Deloitte Touche Tohmatsu LLC as the candidate for Accounting Auditor is that,in consideration of the fact that the current Accounting Auditor has been providing audit services continuously for many
years, Deloitte Touche Tohmatsu LLC can be expected to conduct audits with fresh perspectives. The Bank also concluded
that Deloitte Touche Tohmatsu LLC is an appropriate candidate after comprehensive consideration of the expertise,independence and quality control systems required of an Accounting Auditor and the level of audit compensation.
An overview of the candidate for Accounting Auditor is provided below.
As of February 29, 2024
Name
Deloitte Touche Tohmatsu LLC
Offices
Address of main office
Marunouchi Nijubashi Building
3-2-3 Marunouchi, Chiyoda-ku, Tokyo, 100-8360
History
May 1968
Tohmatsu Aoki & Co. establishedMay 1975
February 1990
July 2009
Summary

CapitalComposition of
personnel

Joined Touche Ross International (“TRI”) alliance (now Deloitte
Touche Tohmatsu LLC [DTTL])
Changed company name to Tohmatsu & Co.
Converted to a limited liability company and changed company
name to Deloitte Touche Tohmatsu LLC
1,173 million yen
Partners (CPAs)

480

Specified Partners

61

CPAs
Personnel who have passed the CPA
examination (including assistant accountants)
Other professional personnel
Administrative personnel
Total

2,514
1,236
3,610
89
7,990

Number of engaging companies 3,162 (as of May 31, 2023)

End

17

Reference
The Bank of Iwate
Independence Standards for Outside Directors
Based on the premise that Outside Directors satisfy the independence standards set forth by the Tokyo Stock Exchange,
Inc., the Bank defines their independence as not falling under any of the items listed below. In principle, Outside Directors,
including candidates, who do not fall under any of the items shall be deemed “independent” Outside Directors.

1. A person or an executing person for whom the Bank is a major business partner
2. A person or an executing person who is a major business partner of the Bank
3. An accounting expert or legal expert who receives from the Bank monetary consideration or any
other property in the amount of over 10 million yen per year in average over the past three years, inaddition to compensation that he or she receives from the Bank
4. The Accounting Auditor of the Bank or an employee of the Accounting Auditor
5. A major shareholder of the Bank or an executing person for such shareholder who holds 10% ormore of the total voting rights
6. A recipient of donation from the Bank or an executing person for such recipient in the amount ofover 10 million yen per year in average over the last three years
7. The spouse or relative within the second degree of kinship of any of the person listed below.
i) A person who falls under any of the above 1. to 6.
ii) An executing person of the Bank or any of its subsidiaries
8. A person who may have constant and substantive conflicts of interest with general shareholders of
the Bank due to reasons other than those stated in the above 1. to 7.
* Definition of a “major business partner”
Person for whom the Bank is a major business partner
Regular transactions: It is determined based on the ratio of the person’s sales to the Bank (2% ormore) to the person’s total net sales for the most recent fiscal year.
Financing transactions: The Bank is in the highest rank of the person’s lenders and changes in the
Bank’s loan policy have a serious impact on the person.
Major business partner of the Bank
Refers to a business partner for which income from transactions with the business parter makes up
2% or more of the Bank’s consolidated gross business profit in the most recent fiscal year.

18Reference

Skill Matrix of Directors
The following table shows the areas of experience of the candidates for Directors (excluding Outside
Directors serving as Audit and Supervisory Committee Members) and the areas where the Bank
particularly expects the contribution from the Outside Directors Serving as Audit and Supervisory
Committee Members (including the candidates).

【Internal Directors/Internal Audit and Supervisory Committee Members】
Skill Category
Proposed
Position in Business
Name
Risk
Personnel
Loan
Marketingthe Bank
StrategyManagement
Management
Supervision
Toru Iwayama

President○○○

Kensei Ishikawa

Director /SeniorManaging
Executive
Officer○

Shinei Kishi

Director /Managing
Executive
Officer○○

Fumihiko Kikuchi

Director /Managing
Executive
Officer○○

Kazuhiro Sugawara

Director /Managing
Executive
Officer○

Shinichi Matsumoto

Director
serving as
Audit andSupervisory
Committee
Member○○○Investment

System / IT

○
○

○

○

○
○

○
○

19

Market○【Outside Directors/Outside Audit and Supervisory Committee Members】
Name

Proposed
Position in
the Bank

Skill Category
Business Management

Finance○

Legal

Area of Expertise

Atsushi Miyanoya

Director○

Yutaka Takahashi

Director○

Local Economy○

Energy Industry

Toshinori Abe

Etsuko Sugawara

Masakazu Watanabe

Chikako Maeda

Director○○○

Director
serving as
Audit andSupervisory
Committee
MemberDirector
serving as
Audit andSupervisory
Committee
MemberHuman Resource
Development(Diversity &Inclusion)○○

Director
serving as
Audit andSupervisory
Committee
MemberHuman Resource
Development(Diversity &Inclusion)(Notes)1. The above chart does not represent all of the knowledge and experience that each Director possesses. Up to four
major area of expertise of each Director are indicated with circle marks (○).
2. For Outside Directors serving as Audit and Supervisory Committee Members, the areas that the Bank
expects their contribution the most are indicated with circle marks (○).
3. Details of each skill are as listed in the table below.
Knowledge, experience and abilities in business strategy formulation and organizational
Business Strategy
management
Risk Management Knowledge, experience and abilities in various types of risk control
Personnel
Knowledge, experience and abilities in personnel management, human resource
Management
development, and diversity promotion
Knowledge, experience and abilities in financing, providing solutions, etc. to revitalize
Marketing
local economies
Knowledge, experience and abilities in loan supervision, analysis, and appropriate credit
Loan Supervision
decisionsMarketKnowledge, experience and abilities in appropriate risk management in securities
Investment
operations and international operations
Systems/ IT
Knowledge, experience and abilities in system planning and operations, digital areas, etc.
Business
Knowledge, experience and abilities in management and organizational operations ofManagementcompanies, etc.
Knowledge, experience and abilities in the economy, monetary policy, and financial
Financemarket changes
Legal
Knowledge, experience and abilities in legal and compliance matters
Knowledge, experience and abilities in various areas, including revitalization of local
Area of Expertiseeconomies, solutions to local issues, energy-related issues, human resource development,
and diversity promotion

20