Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 8563
June 1, 2023
To our shareholders:
Takao Suzuki
Director and President
THE DAITO BANK, LTD.
19-1, Nakamachi, Koriyama City, Fukushima

NOTICE OF CONVOCATION OF THE 118TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We are pleased to announce the 118th Annual General Meeting of Shareholders of THE DAITO BANK, LTD. (the“Bank”). The meeting will be held for the purposes as described below.
When convening this General Meeting of Shareholders, the Bank takes measures to provide the information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format. This information isposted on the following websites. Please access one of the websites to view the information.
Bank’s website (in Japanese): https://www.daitobank.co.jp(After accessing the above website, please select “About Daito Bank,” “Shareholder/Investor Information,”“Materials for General Meeting of Shareholders,” then “118th Annual General Meeting of Shareholders.”)
In addition to the Bank’s website, matters subject to measures for electronic provision are also published on theTokyo Stock Exchange (TSE) website, which can be accessed at the address below.
TSE website (Listed Company Search) (in Japanese):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “DAITO BANK” in “Issue name (company
name)” or the Company’s securities code “8563” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)
Following on from last year’s meeting, in order to prevent the spread of the novel coronavirus disease (COVID-19),
we ask that you consider exercising your voting rights in writing or via the internet. The wearing of face masks whenattending the General Meeting of Shareholders is at the discretion of each attendee. Furthermore, we may takenecessary measures at our discretion, to ensure the safety of shareholders and prevent the spread of infection at thevenue, depending on the situation on the day of the meeting. We appreciate your understanding and cooperation.
When exercising your voting rights in writing or via the internet, please exercise your voting rights in accordancewith the “Instructions for Exercising Voting Rights” on pages 3 to 5 of the Japanese version (in Japanese only) by
5:00 p.m. Thursday, June 22, 2023 (JST).

-1-1. Date and Time: Friday, June 23, 2023, at 10:00 a.m. (JST)
2. Place:
6F, Main Conference Room, Head Office of the Bank
19-1, Nakamachi, Koriyama City, Fukushima
3. Meeting Agenda:
Matters to be reported:
1. The Business Report and Non-consolidated Financial Statements for the Bank’s 118th Fiscal Year (from
April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank’s 118th 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 Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3:
Election of One (1) Director Who Is an Audit and Supervisory Committee Member- When attending the meeting, please submit the Voting Rights Exercise Form to the reception desk. Reference materials for the general
meeting of shareholders will not be provided at the meeting. We ask that you download and print them out.
- The Bank has adopted Smart Voting. Please refer to page 4 of the Japanese version (in Japanese only).
- Of the documents to be provided with this Convocation Notice, the following items are omitted in this Convocation Notice and thepaper-based documents to be delivered to shareholders who requested the delivery of paper-based documents as they are posted on
the Bank’s website (https://www.daitobank.co.jp/) in accordance with laws and regulations and Article 16 of the Articles ofIncorporation of the Bank.
1) Non-consolidated Statement of Changes in Shareholders’ Equity
2) Notes to Non-consolidated Financial Statements
3) Consolidated Statement of Changes in Shareholders’ Equity
4) Notes to Consolidated Financial Statements- Any updates to the Reference Documents for the General Meeting of Shareholders will be posted on the Bank’s website (at the
URL stated above).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1

Appropriation of Surplus

The Bank proposes the appropriation of surplus as follows.
Matters concerning year-end dividends
With regard to the year-end dividends for the 118th fiscal year, comprehensively taking into account continuing toprovide stable dividends and the business results of the Bank for the fiscal year under review, the Bank proposes asfollows.
In addition, internal reserves will continue to be used efficiently for effective investments, etc., in order to enhance
the Bank’s operational foundations and strengthening the management structure.
1. Dividend asset type
Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amount
30 yen per share of common stock, for a total of 379,842,750 yen
3. Effective date of distribution of surplus
June 26, 2023

-3-

Proposal No. 2

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders.
In that regard, the Bank proposes the election of five (5) Directors.
The Audit and Supervisory Committee has given its opinion that this proposal is in accordance with the policy fornominating candidates for Director of the Bank, the candidates for Director were appropriately selected following
deliberations by the Nomination and Remuneration Committee and each candidate is qualified to serve as a Directorof the Bank.
The candidates are as follows:
No.
1

2

Name
Takao Suzuki

Kenichi Miura

Positions and roles at the Bank
Reelection
InsideReelection
InsideDirector and President (Representative Director), in charge ofAudit Division
Senior Managing Director (Representative Director), General
Manager of Corporate Planning Division and General Manager
of Operation and Banking systems Division, in charge ofCorporate Planning Division and Operation and Banking
systems Division3

Yasuhiro Oka

4Mitsuo Furukawa

5

Tasuku Suzuki

Reelection
InsideReelection
InsideNew election
InsideSenior Managing Director (Representative Director), in chargeof Human Resources and General Affairs Division, Credit
Division and Securities and International Division
Managing Director, General Manager of Business Development
Division, in charge of Business Development Division
Executive Officer, General Manager of Human Resources andGeneral Affairs Division

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Inside: Candidate for Inside Director

-4-

No.

1

2

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1976
Joined the Bank
Feb. 1996
General Manager of Uneme BranchMar. 1998
Deputy General Manager of Head Office
Apr. 2001
General Manager of Nihonmatsu BranchMar. 2003
Asahi Area Manager and General Manager of
Takao Suzuki
Asahi Branch(November 15, 1953)
18,607 shares
Reelection
June 2004
Managing Director
InsideJune 2008
Senior Managing Director
June 2010
Director and President (Representative
Director)
To the present
Role: Audit Division<Reasons for nomination as a candidate for Director>
Mr. Suzuki possesses a wealth of business knowledge and experience through his services as Branch General Manager,
and since becoming Managing Director in 2004, he has amassed abundant management experience through holding
positions as Senior Managing Director. Therefore, the Bank believes that he is capable of conducting the Bank’sbusiness management in an accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Apr. 1980
Joined The Long-Term Credit Bank of Japan,
LimitedNov. 2010
Seconded to the Bank from Shinsei Bank,
Limited
Executive Officer
June 2012
Director and General Manager of Corporate
Planning Division
July 2012
Director and General Manager of Business
Planning Division
Aug. 2015
Director, General Manager of Banking systems
Division, and General Manager of Operation
Division
Kenichi Miura
June 2016
Managing Director (Representative Director),(January 26, 1958)
10,005 shares
General Manager of Banking systems Division,
Reelection
and General Manager of Operation Division
InsideJuly 2017Managing Director (Representative Director)
and General Manager of Head Office
June 2022
Senior Managing Director (Representative
Director), General Manager of Corporate
Planning Division
Apr. 2023
Senior Managing Director (Representative
Director), General Manager of Corporate
Planning Division, and General Manager ofOperation and Banking systems Division
To the present
Roles: Corporate Planning Division and Operation and Banking
systems Division<Reasons for nomination as a candidate for Director>
Mr. Miura possesses a wealth of business knowledge and experience through his services as Branch General Manager ata major bank and serving as General Manager at the Bank’s Corporate Planning Division, Business Planning Division,
Banking systems Division and Operation Division, and Head Office, and since becoming Director in 2012, he has
amassed abundant management experiences. Therefore, the Bank believes that he is capable of conducting the Bank’sbusiness management in an accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Name(Date of birth)

-5-

No.

3

4

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1974
Joined the Bank
Mar. 1999
General Manager of Ishikawa Branch
Apr. 2001
General Manager of Kawamata BranchMar. 2003
General Manager of Shirakawa Branch
June 2004
General Manager of Credit Management
Division
July 2008
Executive Officer and General Manager of
Yasuhiro Oka
Credit Division(November 30, 1955)
9,105 shares
Reelection
June 2010
Director and General Manager of Credit
InsideDivision
June 2013
Managing Director (Representative Director)
June 2022
Senior Managing Director (Representative
Director)
To the present
Roles: Human Resources and General Affairs Division, Credit
Division, and Securities and International Division<Reasons for nomination as a candidate for Director>
Mr. Oka possesses a wealth of business knowledge and experience through his services as Branch General Manager andGeneral Manager of Credit Management Division and Credit Division, and since becoming a Director in 2010, he has
amassed abundant management experiences. Therefore, the Bank believes that he is capable of conducting the Bank’sbusiness management in an accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Apr. 1984
Joined the Bank
July 2002
General Manager of Tsurumidan Branch
July 2005
Koriyama A Area Manager, General Manager
of Hohaccho Branch, and General Manager ofKoharada Branch
July 2008
Iwaki Area Manager and General Manager of
Taira Branch
June 2012
Executive Officer, Northern Area Manager, andGeneral Manager of Fukushima Branch
July 2013
Executive Officer, General Manager of Credit
Mitsuo Furukawa
Division, and General Manager of Credit(June 10, 1961)
Management Division
7,104 shares
Reelection
July 2014
Executive Officer and General Manager of
InsideHead Office
June 2016
Director and General Manager of Head Office
July 2017
Director and General Manager of Business
Promotion Division
July 2020
Managing Executive Officer and General
Manager of Business Development Division
June 2022
Managing Director and General Manager ofBusiness Development Division
To the present
Roles: Business Development Division<Reasons for nomination as a candidate for Director>
Mr. Furukawa possesses a wealth of business knowledge and experience through his services as Branch General
Manager, General Manager of Credit Division and Credit Management Division, General Manager of Head Office, andGeneral Manager of Business Promotion Division, and he has been appropriately fulfilling his duties. Based on theexperience and knowledge, the Bank believes that he is capable of conducting the Bank’s business management in an
accurate, fair, and efficient manner, and thus proposes his reelection as Director.
Name(Date of birth)-6-

Number of
Past experience, positions, and roles at the Bank, and significant
common shares ofconcurrent positions
the Bank held
Apr. 1997
Joined the Bank
July 2011
Deputy Manager of Corporate Planning
Division
Oct. 2013
Deputy Manager of Operation Division
July 2014
Deputy Manager of Banking systems Division
Tasuku Suzuki
and Deputy Manager of Operation Division(February 21, 1975)
2,300 shares
July 2016
Deputy General Manager of Corporate
New election
Planning Division
InsideJuly 2020
General Manager of Human Resources and5
General Affairs Division
June 2022
Executive Officer, General Manager of Human
Resources and General Affairs Division
To the present<Reasons for nomination as a candidate for Director>
Mr. Suzuki possesses a wealth of business knowledge and experience through his services as Deputy General Manager
of Corporate Planning Division and General Manager of Human Resources and General Affairs Division and has been
appropriately fulfilling his duties. Based on the experience and knowledge, the Bank believes that he is capable ofconducting the Bank’s business management in an accurate, fair, and efficient manner, and thus proposes his election as
Director.
(Note) There is no special interest between each candidate for Director and the Bank.
No.

Name
(Date of birth)-7-

Proposal No. 3

Election of One (1) Director Who Is an Audit and Supervisory Committee Member

Chikashi Sato, a Director who is an Audit and Supervisory Committee Member, will resign at the conclusion of thisAnnual General Meeting of Shareholders. In that regard, the Bank proposes the election of one (1) Director who is
an Audit and Supervisory Committee Member.
Furthermore, since the candidate for Director who is an Audit and Supervisory Committee Member, Toshinori Uryu,
will be elected as the substitute for Chikashi Sato, a Director who is an Audit and Supervisory Committee Member,
his term of office will be until the expiration date of the term of office of the resigning Director who is an Audit andSupervisory Committee Member, as provided for in the Bank’s Articles of Incorporation.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name

Positions and roles at the Bank
New election

Toshinori Uryu

OutsideIndependent
New election: Candidate for Director to be newly elected as Audit and Supervisory Committee Member
Outside: Candidate for Outside Director
Independent: Independent Officer (to be) registered with the stock exchanges

-8-

Name
(Date of birth)

Past experience, positions, and roles at the Bank, and significant concurrent positions
Apr. 1981
May 1991
June 1992
June 1998
June 2001
June 2003
June 2009
June 2015
June 2021

Number ofcommon shares of
the Bank held

Joined F-COM Co., Ltd.
General Manager
Director
Managing Director
Managing Executive Officer
Managing Director
Senior Managing Director
Toshinori Uryu
Representative Director, President and COO(July 22, 1958)
Representative Director and Vice Chairman
1,000 shares
New election
Directorand Vice President of F-COM Holdings Co., Ltd.
OutsideRepresentative Director and President of MYCOM Co., Ltd.
Independent
Representative Director and President of AIZU F-COM Co., Ltd.
To the present
Significant concurrent positions outside the Bank
Representative Director and Vice Chairman of F-COM Co., Ltd.
Director and Vice President of F-COM Holdings Co., Ltd.
Representative Director and President of MYCOM Co., Ltd.
Representative Director and President of AIZU F-COM Co., Ltd.
<Reasons for nomination as a candidate for Audit and Supervisory Committee Member and outline of expected role>
Mr. Uryu has served as Representative Director and President of F-COM Co., Ltd. for many years and also serves as Director andVice President of F-COM Holdings Co., Ltd. He has extensive experience and diverse discernment as a corporate manager. Based on
this track record, the Bank has judged that he is qualified to supervise the execution of the Bank’s business, such as expressing his
opinion objectively from an independent and neutral position, and thus proposes his election as an Outside Director who is an Audit
and Supervisory Committee Member.
<Supplementary explanation regarding independence>
The Bank has transactions involving deposits and loans with F-COM Co., Ltd., where Mr. Uryu is a Representative Director;
however, these account for a negligible percentage of F-COM Co., Ltd.’s total assets, and the Bank judges that there is no special
interest. In addition, Mr. Uryu satisfies the standards for independence stipulated by the Tokyo Stock Exchange and criteria of
independence for Outside Directors established by the Bank, the Bank has judged that he has high independence from management.
(Note) The Bank has stipulated in the Articles of Incorporation to allow for the conclusion of agreements with Outside Directors that
limit their liability for damages to a certain range so that they can fully perform their expected roles. If the election of Toshinori
Uryu is approved as proposed, the Bank plans to enter into the agreement that limits his liability for damages set forth in Article
423, paragraph (1) of the Companies Act pursuant to the provisions of Article 427, paragraph (1) of said act.

-9-

[Reference]
Criteria of independence for Outside Directors
Upon the election of the candidates for Outside Director of the Bank, candidates to whom none of the following
apply either currently or in the recent past (Note 1) shall be deemed to be independent.
1
2
3
4

5

6

7

A person who executes business at the Bank or an associate of the Bank
A party who is a major trading partner (Note 2) of the Bank or an associate of the Bank, or otherwise if suchparty is a corporation or other such entity, a person who executes business thereof
A party whose major trading partner (Note 2) is the Bank or an associate of the Bank, or otherwise if suchparty is a corporation or other such entity, a person who executes business thereof
A consultant, an accounting expert or a legal professional who receives an average of 100 thousand yen or
more per year in cash or other forms of asset over the past three years except an officer’s remuneration fromthe Bank or an associate of the Bank
A party who receives an average of 100 thousand yen or more per year in donations, etc. from the Bank or
an associate of the Bank over the past three years, or otherwise if such party is a corporation or other such
entity, a person who executes business thereof
A party who is a major shareholder (who holds 10% or more of the total voting rights) of the Bank or an
associate of the Bank, or otherwise if such party is a corporation or other such entity, a person who executes
business thereof
A close relative (relative within the second degree of kinship) who falls under either 1 or 6 above(Note 1)

(Note 2)

“recent past” means a situation that can substantially mean current where, for instance, it would
apply in the event of approving the resolutions at the General Meeting of Shareholders where an
Outside Director was appointed.
“major trading partner” means a trading partner recording 2% or more of the consolidated net
sales (in the case of the Bank, consolidated ordinary income) of the most recent fiscal year.

- 10 -

[Reference] Skills Matrix for Directors after the conclusion of this Annual General Meeting of Shareholders (plan)
Particularly expected knowledge, experience and skills
Independence(Outside
Corporate Financial
Sales/ Legal affairs/ Finance & Human
Directors only) management business Marketing Compliance Accounting resources
●
●
●
●
●

Name

GenderTakao Suzuki

Male

Kenichi Miura

Male

●

●

Yasuhiro Oka

Male

●

●

●

Mitsuo Furukawa

Male

●

●

Tasuku Suzuki

Male

●

●

Hirokatsu Watanabe

Male

Norio Shimizu

Male

●

●

Mika Matsumoto

Female●●Hiroyuki Kanno

Male

●

Toshinori Uryu

Male

●

●

●

●

IT/
Digital
●

●

●

●

●
●

●

●
●

●

●

●

●

●

●
●

●

●

- 11 -

Local
economy●●●●