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: 8345)
June 1, 2023
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 141ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 141st 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 Thursday, June 22, 2023 Japan time.
◎ Please be advised that necessary measures may be taken to prevent COVID-19 infection at the venue of the General
Meeting of Shareholders, and your cooperation is highly appreciated.
◎ In the event that there are major changes in the operation of the General Meeting of Shareholders due to future
circumstances, such changes will be posted on the Bank’s website (https://www.iwatebank.co.jp/).

1

1. Date and Time:

Friday, June 23, 2023 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 141st Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank’s 141st Fiscal Year (from
April 1, 2022 to March 31, 2023) 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 Ten (10) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of Two (2) Directors serving as Audit and Supervisory Committee
Members
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◎ The following matters are not included in the documents attached to the paper copy to be sent to shareholders
who have requested it, in accordance with laws and regulations and Article 16, Paragraph 2 of the Articles ofIncorporation of the Bank. Accordingly, such documents are part of the documents which have been auditedby the Audit and Supervisory Committee and the Accounting Auditor for the preparation of the Audit
Report.
(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.

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 141th 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 ¥45 per common share of the Bank
In this case, the total dividends payable will be ¥780,733,800. As a result, the annual dividend will be ¥90 per
share, including ¥45 per share of interim dividend which the Bank has already paid.
(3) Effective date of distribution of surplus
June 26, 2023

2.

Other matters concerning the appropriation of surplus(1) Item and amount of surplus to be decreased
Retained earnings brought forward
4,000,000,000 yen(2) Item and amount of surplus to be increased
General reserve
4,000,000,000 yen

3Proposal No. 2: Election of Ten (10) 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 ten (10) 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)

9(Male)

10(Male)

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

Current Position

Attendance atBoard ofDirectors
meetings(times)Reappointment

Chairman

14/14 (100%)

Reappointment

President

14/14 (100%)

Director / Managing
Executive Officer
Director / Managing
Executive Officer
Director / Managing
Executive Officer
Director / Managing
Executive Officer
Executive Officer /General Manager of
Personnel Division

Reappointment
Reappointment
Reappointment
Reappointment
New Appointment

14/14 (100%)
14/14 (100%)
11/11 (100%)
10/11 (90%)-

Reappointment Outside Independent

Outside Director

14/14 (100%)

Reappointment Outside Independent

Outside Director

11/11 (100%)

New Appointment Outside--(Note) Mr. Shinei Kishi and Mr. Yutaka Takahashi attended all eleven Board of Directors meetings held, and Mr. Fumihiko Kikuchi
attended ten out of eleven Board of Directors meetings held, after they took office as Director on June 22, 2022.

4

Candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members)
1 Sachio Taguchi(Male) (September 28, 1953)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
5,200 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1977
Joined the Bank
Jun. 2003
General Manager of Consumer Banking Division
Jul. 2006
Executive Officer / General Manager of Consumer Banking DivisionJun. 2007
Executive Officer / General Manager of Tokyo OfficeJun. 2009
Director / General Manager of Tokyo OfficeJun. 2010
Managing Director
Jun. 2013
Senior Managing Director
Jun. 2014
President
Jun. 2022
Chairman (current position)■ [Reason for nomination as a candidate for Director]
Since assuming office as Director in June 2009, Mr. Sachio Taguchi has managed the loan supervision,banking, marketing, and planning divisions, in addition to serving as General Manager of the Tokyo Office.
Since June 2014, he has served as President, and as Chairman since June 2022 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 performed adequately as Director of the Bank. For thesereasons, he is reappointed as a candidate for Director.
2 Toru Iwayama(Male) (October 15, 1965)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,300 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. He hasserved as Director since June 2021, and since June 2022, he has managed the Bank as President, and has theability to execute management and administration of the banking business accurately, fairly and efficiently bydrawing on his knowledge and wealth of experience. He has performed adequately as Director of the Bank.
For these reasons, he is reappointed as a candidate for Director.

53 Kensei Ishikawa(Male) (May 27, 1961)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,600 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 (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.
4 Shinji Niisato(Male) (December 9, 1964)
Reappointment■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
1,300 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1988
Joined the Bank
Apr. 2006
Senior Manager of Consumer Banking Division
Apr. 2008
Business Promotion Manager of Consumer Banking Division
Oct. 2009
Acting General Manager of General Planning Division
Apr. 2013
General Manager of Ozuchi Branch
Apr. 2016
General Manager of Retail Strategy Division
Apr. 2018
Executive Officer / General Manager of Retail Strategy DivisionJun. 2020
Managing Director
Jun. 2021
Director / Managing Executive Officer (current position)(in charge of Risk Management Division and Business Management Division)■ [Reason for nomination as a candidate for Director]
Mr. Shinji Niisato has assumed various posts such as General Manager of Ozuchi Branch and General
Manager of Retail Strategy Division, and has the ability to execute management and administration of thebanking business accurately, fairly and efficiently by drawing on his knowledge and wealth of experience. He
has served as Director since June 2020 and has performed adequately as the Bank’s Director. For thesereasons, he is reappointed as a candidate for Director.

6

5 Shinei Kishi(Male) (August 13, 1964)
Reappointment■ Attendance at Board of Directors meetings (times)
11/11 (100%)■ Number of shares of the Bank held
700 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, and commissioned as General Manager of Sales Strategy Division and General
Manager of Structured Finance Office)■ [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.
6 Fumihiko Kikuchi(Male) (December 18, 1965)
Reappointment■ Attendance at Board of Directors meetings (times) 10/11 (90%)■ Number of shares of the Bank held
1,600 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 andGeneral Manager Assistant to General Planning Division. From April 2020 to March 2023, he served as
Representative Director of manorda Iwate Co., Ltd. (which provides advanced banking services), which hehas 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 ofexperience. 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.

7

7 Kazuhiro Sugawara(Male) (February 28, 1967)
New Appointment■ Number of shares of the Bank held
1,800 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 Division (current position)■ [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 Executive Officer since
July 2021 and is considered as an appropriate asset to manage the Bank based on his past achievements. For
these reasons, he is appointed as a candidate for Director.
8 Atsushi Miyanoya (Male) (April 3, 1959) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
14/14 (100%)■ Number of shares of the Bank held
300 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.

8

9 Yutaka Takahashi (Male) (March 2, 1948) Reappointment Candidate for Outside Director Independent Director■ Attendance at Board of Directors meetings (times)
11/11 (100%)■ 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. (current position)
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. (current position)
Jun. 2022
Director of the Bank (current position)(Significant concurrent position)
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 representative director of Michinoku KUBOTA Co., Ltd. and othercompanies for many years, and has also assumed several important positions in industry organizations,
including Chairman of the Hanamaki Chamber of Commerce and Industry. 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
of knowledge 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

10 Toshinori Abe(Male) (October 28, 1957)
New Appointment Candidate for Outside Director■ Number of shares of the Bank held
0 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) (current position)
Apr. 2023
Director of Tohoku Electric Power Co., Inc. (current position)
Jun. 2023
Chairman of the Board of Yurtec Co., Inc. (scheduled)Jun. 2023
Retire as Director of the Tohoku Electric Power Co., Inc. (scheduled)(Significant concurrent position)
Director of Tohoku Electric Power Co., Inc. (scheduled to retire in June 2023)
Director of Yurtec Co., Inc. (scheduled to assume the position of Chairman of the Board in June 2023)■ [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 is scheduled to assume the position of Chairman of the Board in June 2023. He is appointed as a candidate
for Outside Director of the Bank in the expectation that he will bring his abundant experience and wide range
of knowledge 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.

10

(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.
The terms of office of Messrs. Atsushi Miyanoya and Yutaka Takahashi as Outside Directors of the
Bank at the conclusion of this Annual General Meeting of Shareholders will respectively be as
follows:
Mr. Atsushi Miyanoya: Three years
Mr. Yutaka Takahashi: 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.
Mr. Yutaka Takahashi serves as 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 balances of their deposits and loans as of March 31, 2023 were less than 1% of
the total deposit balance and total asset balance of the Bank respectively. Therefore, his
independence is fully secured.
Mr. Toshinori Abe serves as Director of Tohoku Electric Power Co., Inc. which is our customer, andthere are ordinary banking transactions between the Bank and Tohoku Electric Power Co., Inc. Mr.
Toshinori Abe is scheduled to retire as a director of the company at the ordinary general meeting ofshareholders to be held in June 2023.
The Bank has entered into liability limitation agreements with candidates for Outside Directors,
Messrs. Atsushi Miyanoya and Yutaka Takahashi, to limit their liabilities for damages 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 theevent of the reappointment of the two candidates nominated above, the Bank intends to continue thesaid agreements. Also, in the event of the appointment of Mr. Toshinori Abe nominated above, theBank intends to enter into the same liability limitation agreement with him.
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.

11

Proposal No. 3: Election of Two (2) Directors serving as Audit and Supervisory Committee Members
Since Mr. Yuji Chiba, Director serving as Audit and Supervisory Committee Member will resign from his
position at the conclusion of this Annual General Meeting of Shareholders, and the term of office of Mr. Shuichi
Fujisawa, Director serving as Audit and Supervisory Committee Member, will expire at the conclusion of thisAnnual General Meeting of Shareholders, the new election of two (2) Directors serving as Audit and Supervisory
Committee Members is proposed.
Mr. Shinichi Matsumoto, a candidate for Director serving as Audit and Supervisory Committee Member, will
be elected as a substitute for Mr. Yuji Chiba, and his term of office will expire at the conclusion of the Annual
General Meeting of Shareholders to be held in 2024, when the term of office of Mr. Yuji Chiba will expire, in
accordance with the Articles of Incorporation of the Bank.
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:12

Candidates for Directors serving as Audit and Supervisory Committee Members
1 Shuichi Fujisawa(Male) (November 4, 1964)
Reappointment■ 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
1,900 shares■ Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1987
Joined the Bank
Apr. 2006
Acting General Manager of Loan Administration Division
Apr. 2013
Acting General Manager of Risk Management DivisionJun. 2013
General Manager of Takada Branch
Apr. 2016
Vice General Manager of Risk Management DivisionJun. 2017
General Manager of Audit Division
Jul. 2020
Executive Officer / General Manager of Audit DivisionJun. 2021
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. Shuichi Fujisawa has assumed various posts such as
in the Risk Control and Audit Divisions. He had served as General Manager of the Audit Division for four years
since 2017, and has served as Director serving as Audit and Supervisory Committee Member since June 2021.
He has knowledge and experience to audit the execution of 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 Shinichi Matsumoto(Male) (March 15, 1967)
New Appointment■ Number of shares of the Bank held
900 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 Office (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 suchas in the Planning, Risk Control, and Financial Markets Divisions, and is deeply versed in the banking businessoverall. He assumed Executive Officer / General Manager of Financial Markets Division from July 2020 and
Executive Officer / General Manager of Tokyo Office from October 2020. He has knowledge and experience toaudit the execution of duties of Directors accurately, fairly and efficiently, and possesses sufficient social
credibility. For these reasons, he is appointed as a candidate for Director serving as Audit and Supervisory
Committee Member.

13

(Notes)1.
2.

There are no special interest relationships between Mr. Shuichi Fujisawa and Mr. Shinichi Matsumotoand the Bank.
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 their terms of office.

End

14

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
Financing transactions: The Bank is lending 1% or more of its total assets to the business partner.
Deposit transactions: Deposits made by the business partner accounts for 1% or more of the Bank’s
total deposits payable.

15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 thecontribution from the Outside Directors Serving as Audit and Supervisory Committee Members (including thecandidates).

【Internal Directors/Internal Audit and Supervisory Committee Members】
Name

Proposed
Position in
the Bank

Skill Category
Business

Risk

Personnel

StrategyManagement

Management

○

○

○

○

○

Marketing

Sachio Taguchi

Chairman○

Toru Iwayama

President○

Kensei Ishikawa

Director /SeniorManaging
Executive
Officer○○

Shinji Niisato

Director /Managing
Executive
Officer○○

Shinei Kishi

Director /Managing
Executive
Officer○○

Fumihiko Kikuchi

Director /Managing
Executive
Officer○○

Kazuhiro Sugawara

Director /Managing
Executive
Officer○

Shuichi Fujisawa

Director
serving as
Audit andSupervisory
Committee
Member○○Shinichi Matsumoto

Director
serving as
Audit andSupervisory
Committee
Member○○Loan

MarketSupervision

Investment

System / IT

○
○

○

○

○

○

○

16

○

○

○

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

Proposed
Position in
the Bank

Atsushi Miyanoya

Skill Category
Business Management

Finance

Director○○

Yutaka Takahashi

Director○

Toshinori Abe

Director○

Etsuko Sugawara

Director
serving as
Audit andSupervisory
Committee
Member

Masakazu Watanabe

Director
serving as
Audit andSupervisory
Committee
MemberChikako Maeda

Director
serving as
Audit andSupervisory
Committee
MemberLegal

Area of Expertise○
Local Economy○
Energy Industry○
Human Resource
Development(Diversity &Inclusion）○○
Human Resource
Development(Diversity &Inclusion）·

The above chart does not represent all of the knowledge and experience that each Director possesses. Up to four major areas ofexpertise of each director are indicated with circle marks (○).

·

For Outside Directors serving as Audit and Supervisory Committee Members, the areas that the Bank expects their contribution the mostare indicated with circle marks (○).

17