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: 8395)
June 5, 2024
Date of commencement of electronic provision measures: May 31, 2024
To Shareholders with Voting Rights:
Hideaki Sakai
President
The Bank of Saga Ltd.
7-20, Tojin 2-chome, Saga City
Saga, JapanNOTICE OF CONVOCATION OF
THE 95TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our sincere appreciation for your continued support and patronage.
You are cordially invited to attend the 95th Annual General Meeting of Shareholders of The Bank of Saga
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 electronic provision measures andmatters subject to the electronical provision measures have been posted on the following Internet websites.
The Bank’s Website: https://www.sagabank.co.jp/ir/ (in Japanese only)
Please access the above website and check the information by following to IR Information and click General
Meeting of Shareholders / Interim Dividends Information.
The information has also been posted on the following website.
The Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above Tokyo Stock Exchange’s website and enter “Bank of Saga” in the Issue name(company name) field or “8395” in the Code field, and click Search. Select Basic Information and thenDocuments for public inspection/PR information. Check the information under the section Notice of General
Shareholders Meeting /Informational Materials for General Shareholders Meeting.
In lieu of attending the meeting, you can exercise your voting rights in writing or via electromagnetic means(the Internet, etc.). Please review the Reference Materials for the General Meeting of Shareholders included in
the matters subject to the electronic provision measures and exercise your voting rights no later than 5:30 p.m.
on Wednesday, June 26, 2024 Japan time.
Thursday, June 27, 2024 at 10:00 a.m. Japan time
1. Date and time:
8F Hall, Head Office of the Bank, 7-20, Tojin 2-chome, Saga City, Saga, Japan
2. Place:
3. Meeting agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 95th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 95th 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 and Supervisory
Committee
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of Four (4) Directors Serving as Audit and Supervisory Committee
Members1

4. Guide to exercise of voting rights
1. Exercise of voting rights if attending the Annual General Meeting of Shareholders
Date/time of the Annual General Meeting of Shareholders: 10:00 a.m., Thursday, June 27, 2024 Japan time
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk on
the day of the meeting.

2. Exercise of voting rights by postal mail (in writing)Exercise deadline: Form must arrive by 5:30 p.m., Wednesday, June 26, 2024 Japan time
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return
it so that it is received by the exercise deadline. In the event that no indication of “for” or “against” has been
made on the Voting Rights Exercise Form, it shall be treated as your intention of approval.

3. Exercise of voting rights via electromagnetic means (the Internet, etc.)
Exercise deadline: 5:30 p.m., Wednesday, June 26, 2024 Japan time
Please access the Bank’s designated voting website (https://soukai.mizuho-tb.co.jp/) and follow the
instructions on the screen to indicate your vote for or against the proposals.
Please confirm the “Instructions for Exercise of Voting Rights via the Internet” (not included in this partial
translation) when voting via electromagnetic means (the Internet, etc.).

1) If you vote both in writing on the Voting Rights Exercise Form and via electromagnetic means (theInternet, etc.), only your vote placed via electromagnetic means (the Internet, etc.) will be valid.
2) If you submit your vote multiple times via electromagnetic means (the Internet, etc.), only the lastvote will be valid.
5. Other Decisions relating to the Convocation of the General Meeting of Shareholders
If you wish to exercise your voting rights by proxy, you must delegate your voting rights to a proxy who is ashareholder of the Bank with voting rights. Delegation of voting rights is limited to only one proxy.
End
Request:◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskon the day of the meeting.
Notices:
1. In accordance with laws and regulations and Article 16 of the Articles of Incorporation of the Bank, thefollowing items are not included in the documents delivered to shareholders who have requested printed
documents. Accordingly, the documents constitute a part of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing their Audit Reports.
(1) Business Report
1) Matters Concerning Stock Acquisition Rights of the Bank, etc.
2) Basic Policy Regarding Persons Who Control the Bank’s Decisions on Financial Matters and Business
Policies
3) Systems to Secure the Appropriateness of Operations and the Status of its Utilization
4) Matters Concerning Specified Wholly-Owned Subsidiaries
5) Matters Concerning Transactions with the Parent Company
6) Others(2) Financial Statements
1) Non-consolidated Statements of Changes in Net Assets
2) Notes to the Non-consolidated Financial Statements
3) Consolidated Statements of Changes in Net Assets
4) Notes to the Consolidated Financial Statements
2. Any revision to the matters subject to electronic provision measures will be posted on the respective websites
where they are posted.

2

Reference Materials for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Bank’s basic policy in regard to the appropriation of surplus is to pay stable dividends, taking theinternal reserve into consideration.
Based on the above policy, in order to maintain the existing annual dividend of ¥70, the year-end dividend
was set at ¥35 per share. However, in view of business results for the fiscal year under review, etc., and inorder to respond to the support of shareholders on a daily basis, the year-end dividend is set at ¥45 per share,
an increase of ¥10 from ¥35 per share, in order to increase the annual dividend to ¥80 per share. As a result,the interim dividend is ¥35, the year-end dividend will be ¥45, and the annual dividend will be ¥80.
Furthermore, it is proposed that a general reserve of ¥4,000,000,000 be retained as an internal reserve.
1.

2.

Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property and the total amount¥45 per share of common stock, for a total of ¥756,352,980(2) Effective date of distribution of surplus
June 28, 2024
Other matters concerning the appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve¥4,000,000,000(2) Item and the amount of surplus to be decreased
Retained earnings brought forward ¥4,000,000,000

3Proposal No. 2: Election of Eleven (11) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
The terms of office of all eleven (11) Directors (excluding Directors Serving as Audit and Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly,
the election of eleven (11) Directors (excluding Directors Serving as Audit and Supervisory Committee
Members) is proposed.
The candidates for Directors (excluding Directors Serving as Audit and Supervisory Committee Members)
are as follows:
No.

Name

Current Position, etc.

1

Hideaki Sakai

Reappointment

Director and President(Representative Director)

2

Toru Unoike

Reappointment

Senior Managing Director
General Manager, Business Headquarters(Representative Director)

3

Hiroshi Koso

Reappointment

Managing Director
General Manager, Operations Headquarters

4

Yoshiaki Jono

New appointment

Director Serving as an Audit andSupervisory Committee Member

5

Makoto Noguchi

Reappointment

Director
Director
General Manager, Saga Minami Block
General Manager, Head Office Business
Department
General Manager, Gofukumachi Branch
Director
General Manager, Karatsu Block
General Manager, Karatsu Branch
General Manager, Karatsu Ekimae Branch

6

Yoichiro Kuchiishi

Reappointment

7

Koji Kanagae

Reappointment

8

Sadaki Sakai

New appointment

Executive Officer
General Manager, Business Department,
Business Headquarters

9

Hideki Nakashima

New appointment

Executive Officer
General Manager, Fukuoka Chuo Block
General Manager, Fukuoka Branch
General Manager, Watanabedori Branch
General Manager, Tenjin Branch

10

Kentaro Tomiyoshi

Reappointment
OutsideIndependent

Director

11

Keiji Kono

Reappointment
OutsideIndependent

Director

4

[New appointment] Candidate for new appointment as a Director[Reappointment] Candidate for reappointment as a Director[Outside]
Candidate for Outside Director[Independent]
Independent Director notified to the Stock Exchange

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
June
November
April

Hideaki Sakai(September 5,
1958)
1 [Reappointment]
Term of office for
Director:
13 years

June
June
June
April
April

1981 Joined the Bank
2002 General Manager, Futsukaichi Branch, and General
Manager, Tofuro Branch, the Bank
2002 General Manager, Futsukaichi Branch, the Bank, due tobranch integration
2004 Deputy General Manager, General Planning Department,
the Bank
2007 General Manager, Takeo Branch, the Bank
2009 General Manager, General Planning Department, the Bank
2011 Director, General Manager, General Planning Department,
the Bank
2014 Managing Director, the Bank
2018 Representative Director and President, the Bank (current
position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1981, Mr. Sakai has served as
General Manager, Takeo Branch, and General Manager,
General Planning Department, and gained extensive
knowledge and experience of banks overall. He wasappointed Director in 2011 and Managing Director in
2014, and has served as Representative Director andPresident since 2018, fulfilling those responsibilities andduties in an appropriate manner. Mr. Sakai is nominated asa candidate for Director for the reason that he willcontinue to demonstrate his abilities in the management of
the Bank, applying his experience and understanding ofbank management based on his past performance.

6

Number ofshares of the
Bank held

6,800
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
June
June
June
June
October
June
April
March
April
April

Toru Unoike
April(April 24, 1962)
2[Reappointment]

June

April
Term of office for
June
Director:June
6 yearsJune

1986 Joined the Bank
2004 General Manager, Katae Branch, the Bank
2006 General Manager, Hoshiguma Area, General Manager,
Hoshiguma Branch, and General Manager, Noke Branch,
the Bank
2007 General Manager, Yahata Branch, the Bank
2010 General Manager, Kasuga Area, General Manager, Kasuga
Branch, General Manager, Sugu Branch, and General
Manager, Nakagawa Branch, the Bank
2010 General Manager, Kasuga Area, General Manager, Kasuga
Branch, and General Manager, Sugu Branch, the Bank
2012 General Manager, Hakata Branch, the Bank
2014 General Manager, Fukuoka Branch, the Bank
2015 General Manager, Fukuoka Area, and General Manager,
Fukuoka Branch, the Bank
2016 General Manager, Promotion Office, Fukuoka
Headquarters, Business Headquarters, the Bank
2017 Executive Officer, General Manager, Promotion Office,Fukuoka Headquarters, Business Headquarters, the Bank
2018 Executive Officer, General Manager, Head OfficeBusiness Department, the Bank
2018 Director, General Manager, Head Office Business
Department, the Bank
2020 Director, the Bank
2020 Managing Director, the Bank
2022 Managing Director, General Manager, Business
Headquarters, the Bank
2023 Representative Senior Managing Director, General
Manager, Business Headquarters, the Bank (current
position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1986, Mr. Unoike has served as
General Manager, Promotion Office, Fukuoka
Headquarters, and General Manager, Head OfficeBusiness Department, and gained extensive knowledge
and experience of banks overall. He was appointed
Director in 2018 and Managing Director in 2020, and has
served as Representative Senior Managing Director since2023, fulfilling those responsibilities and duties in an
appropriate manner. Mr. Unoike is nominated as a
candidate for Director for the reason that he will continue
to demonstrate his abilities in the management of theBank, applying his experience and understanding of bankmanagement based on his past performance.

7

Number ofshares of the
Bank held

4,200
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
June
June
April
April
April
April
June

Hiroshi Koso
(June 18, 1965)
3

April

[Reappointment]
April
Term of office for June
Director:
4 years

1988 Joined the Bank
2009 General Manager, Shime Branch, the Bank
2011 General Manager, Futsukaichi Area, and General
Manager, Futsukaichi Branch, the Bank
2013 General Manager, Hakata Eki Higashi Branch, the Bank
2016 General Manager, Fukuoka Area, and General Manager,
Fukuoka Branch, the Bank
2018 General Manager, Business Support Department, Business
Headquarters, the Bank
2020 Deputy General Manager, Business Headquarters, theBank2020 Director, Deputy General Manager, Business
Headquarters, the Bank
2022 Director, General Manager, Saga Minami Block, General
Manager, Head Office Business Department, and General
Manager, Gofukumachi Branch, the Bank
2023 Director, the Bank
2023 Managing Director, General Manager, Operations
Headquarters, the Bank (current position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1988, Mr. Koso has served as
General Manager, Fukuoka Branch and General Manager,
Business Support Department, and gained extensive
knowledge and experience of banks overall. He wasappointed Director in 2020, and has served as Managing
Director since 2023, fulfilling those responsibilities andduties in an appropriate manner. Mr. Koso is nominated asa candidate for Director for the reason that he willcontinue to demonstrate his abilities in the management of
the Bank, applying his experience and understanding ofbank management based on his past performance.

8

Number ofshares of the
Bank held

2,900
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
April
April
April
April

Yoshiaki Jono
(September 14,
1965)
4

[New
appointment]
Term of office for
Director:
2 years

April
June
June

1990 Joined the Bank
2014 General Manager, Konomachi Area Nabeshima Branch,
the Bank
2016 General Manager, Prefectural Government Office Branch,
and Deputy General Manager, Business Support
Department, Business Headquarters, the Bank
2017 General Manager, Tokyo Branch, and General Manager,
Tokyo Representative Office, General Planning
Department, the Bank
2019 General Manager, General Planning Department, andGeneral Manager, Revenue Management Office, the Bank
2020 Executive Officer, General Manager, General Planning
Department, and General Manager, Revenue Management
Office, the Bank
2021 Executive Officer, the Bank
2021 Standing Corporate Auditor, the Bank
2022 Director serving as Audit and Supervisory Committee
Member, the Bank (current position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1990, Mr. Jono has served as
General Manager, Prefectural Government Office Branch,
General Manager, Tokyo Branch, and General Manager,
General Planning Department, and gained extensive
knowledge and experience of banks overall. He wasappointed Executive Officer in 2020 and Standing
Corporate Auditor in 2021, and has served as Director
serving as Audit and Supervisory Committee Member
since 2022, fulfilling those responsibilities and duties in an
appropriate manner. Mr. Jono is nominated as a candidate
for Director for the reason that he will continue todemonstrate his abilities in the management of the Bank,
applying his experience and understanding of bankmanagement based on his past performance.

9

Number ofshares of the
Bank held

4,400
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
April
April
April
June

Makoto Noguchi
April(June 24, 1966)
5[Reappointment]
Term of office for
Director:
2 years

April

1990 Joined the Bank
2017 General Manager, Ainoura Branch, the Bank
2019 General Manager, Loan Administration Department, theBank2021 Executive Officer, General Manager, Saga Kita Block, andGeneral Manager, Konomachi Branch, the Bank
2022 Executive Officer, General Manager, Systems Department,
Operations Headquarters, the Bank
2022 Director, General Manager, Systems Department,
Operations Headquarters, the Bank
2023 Director, General Manager, Systems Department,
Operations Headquarters, and Deputy General Manager,
DI Headquarters, the Bank
2024 Director, the Bank (current position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1990, Mr. Noguchi has served as
General Manager, Ainoura Branch, General Manager,
Loan Administration Department, and General Manager,
Konomachi Branch, and gained extensive knowledge andexperience of banks overall. He has also served as Director
since 2022, fulfilling those responsibilities and duties in an
appropriate manner. Mr. Noguchi is nominated as a
candidate for Director for the reason that he will continue
to demonstrate his abilities in the management of theBank, applying his experience and understanding of bankmanagement based on his past performance.

10

Number ofshares of the
Bank held

2,300
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
June
April
April
April
April
October
April

Yoichiro
Kuchiishi(October 12,
1966)
6

April
April

[Reappointment] June
Term of office for
Director:April
2 years

1985 Joined the Bank
2011 General Manager, Sawara Nishi Branch, the Bank
2013 General Manager, Mugino Area, and General Manager,
Mugino Branch, the Bank
2015 General Manager, Futsukaichi Area, and General
Manager, Futsukaichi Branch, the Bank
2017 General Manager, Sasebo Branch, the Bank
2019 General Manager, Tosu Area, General Manager, Tosu
Branch, and General Manager, Tosu Ekimae Branch, theBank2019 General Manager, Tosu Area, General Manager, Tosu
Branch, General Manager, Tosu Ekimae Branch, andManager, Asahi Branch Office, Tosu Branch, the Bank
2020 General Manager, Business Department, Business
Headquarters, the Bank
2021 Executive Officer, General Manager, Business
Department, Business Headquarters, the Bank
2022 Executive Officer, Deputy General Manager, Business
Headquarters, and General Manager, Business
Department, the Bank
2022 Director, Deputy General Manager, Business
Headquarters, and General Manager, Business
Department, the Bank
2023 Director, General Manager, Saga Minami Block, General
Manager, Head Office Business Department, and General
Manager, Gofukumachi Branch, the Bank (current
position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1985, Mr. Kuchiishi has served
as General Manager, Tosu Branch and General Manager,
Business Department, and gained extensive knowledge
and experience of banks overall. He has served as Director
since 2022, fulfilling those responsibilities and duties in an
appropriate manner. Mr. Kuchiishi is nominated as a
candidate for Director for the reason that he will continue
to demonstrate his abilities in the management of theBank, applying his experience and understanding of bankmanagement based on his past performance.

11

Number ofshares of the
Bank held

800
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
April
November
April
April

Koji Kanagae(March 21, 1969) June
7

[Reappointment]
Term of office for April
Director:
1 year1991 Joined the Bank
2017 General Manager, Watada Branch in Karatsu Area andManager, Hamasaki Branch Office, Watada Branch, theBank2019 General Manager, Yokamachi Branch, the Bank
2019 General Manager, Yokamachi Branch, General Manager,
Kasemachi Branch, and Manager, Kubota Branch Office,Yokamachi Branch, the Bank
2021 General Manager, Imari and Sasebo Block and General
Manager, Imari Branch, the Bank
2022 Executive Officer, General Manager, Fukuoka Chuo
Block, General Manager, Fukuoka Branch, General
Manager, Watanabedori Branch, and General Manager,
Tenjin Branch, the Bank
2023 Director, General Manager, Fukuoka Chuo Block, General
Manager, Fukuoka Branch, General Manager,
Watanabedori Branch, and General Manager, Tenjin
Branch, the Bank
2024 Director, General Manager, Karatsu Block, General
Manager, Karatsu Branch, and General Manager, Karatsu
Ekimae Branch, the Bank (current position)(Reasons for nomination as a candidate for Director)
Since joining the bank in 1991, Mr. Kanagae has served as
General Manager, Yokamachi Branch, General Manager,
Imari Branch, and General Manager, Fukuoka Branch, andgained extensive knowledge and experience of banks
overall. He has served as Director since 2023, fulfilling his
duties and responsibilities in an appropriate manner. Mr.
Kanagae is nominated as a candidate for Director for thereason that he will continue to demonstrate his abilities in
the management of the Bank, applying his experience andunderstanding of bank management based on his past
performance.

12

Number ofshares of the
Bank held

2,500
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
April
April
May
April

Sadaki Sakai(September 2,
1967)
8

[New
appointment]
Term of office for
Director:‒ years

April

April

1990 Joined the Bank
2013 General Manager, Morodomi Branch, the Bank
2015 General Manager, Mugino Area, and General Manager,
Mugino Branch, the Bank
2016 General Manager, Hakata Branch, the Bank
2018 General Manager, Kokura Branch, the Bank
2021 General Manager, Takeo and Kashima Block, General
Manager, Takeo Area, General Manager, Takeo Branch,and General Manager, Takeo Nishi Branch, the Bank
2022 Executive Officer, General Manager, Takeo and Kashima
Block, General Manager, Takeo Area, General Manager,
Takeo Branch, and General Manager, Takeo Nishi Branch,
the Bank
2023 Executive Officer, General Manager, Business
Department, Business Headquarters, the Bank (current
position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1990, Mr. Sakai has served as
General Manager, Takeo Branch and General Manager,
Business Department, and gained extensive knowledge
and experience of banks overall. He has also served as
Executive Officer since 2022, fulfilling those
responsibilities and duties in an appropriate manner. Mr.
Sakai is nominated as a candidate for Director for thereason that he will demonstrate his abilities in the
management of the Bank, applying his experience andunderstanding of bank management based on his past
performance.

13

Number ofshares of the
Bank held

2,427
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
May
April
April

HidekiNakashima(February 6,
1969)
9

[New
appointment]
Term of office for
Director:‒ years

April

Number ofshares of the
Bank held

1991 Joined the Bank
2016 General Manager, Yamatomachi Branch, the Bank
2018 General Manager, Hakata Branch, the Bank
2021 General Manager, General Planning Department, andGeneral Manager, Revenue Management Office, the Bank
2022 Executive Officer, General Manager, General Planning
Department, the Bank
2024 Executive Officer, General Manager, Fukuoka Chuo
Block, General Manager, Fukuoka Branch, General
Manager, Watanabedori Branch, and General Manager,
Tenjin Branch, the Bank (current position)(Reasons for nomination as a candidate for Director)
Since joining the Bank in 1991, Mr. Nakajima has served
as General Manager, General Planning Department andGeneral Manager, Fukuoka Branch, and gained extensive
knowledge and experience of banks overall. He has also
served as Executive Officer since 2022, fulfilling those
responsibilities and duties in an appropriate manner. Mr.
Nakajima is nominated as a candidate for Director for thereason that he will demonstrate his abilities in the
management of the Bank, applying his experience andunderstanding of bank management based on his past
performance.

14

2,355
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
April
April
October
April
April
April
April
June

KentaroTomiyoshi(December 22,
1949)
10

April
June
April

[Reappointment]
April[Outside][Independent]
April
June
Term of office for
Director:
5 years

1972 Joined Saga Shimbun Co., Ltd.
1989 General Manager, Arita Bureau, Saga Shimbun Co., Ltd.
1994 Department Manager, News Department, Editorial Bureau
and Member of Editorial Board, Saga Shimbun Co., Ltd.
1998 Deputy General Manager, Editorial Bureau, Head of News
Center, and Member of Editorial Board, Saga ShimbunCo., Ltd.
1998 Director, Karatsu Branch Office, Saga Shimbun Co., Ltd.
2002 Deputy Chairman, Editorial Board, Saga Shimbun Co.,Ltd.
2003 Chairman, Editorial Board, Saga Shimbun Co., Ltd.
2009 Executive Officer and Chairman, Editorial Board, Saga
Shimbun Co., Ltd.
2011 Director, Executive Officer, and General Manager,
Editorial Bureau, Saga Shimbun Co., Ltd.
2014 Managing Director and General Manager, Editorial
Bureau, Saga Shimbun Co., Ltd.
2015 Managing Director and Director, Editorial Bureau, Saga
Shimbun Co., Ltd.
2016 Senior Managing Director and Director, Editorial Bureau,
Saga Shimbun Co., Ltd.
2018 Senior Managing Director, Director, Editorial Bureau andChairman, Editorial Board, Saga Shimbun Co., Ltd.
2019 Part-time Director and Honorary Chairman, Editorial
Board, Saga Shimbun Co., Ltd.
2019 Chairman, Saga Seiwa Gakuen
2019 Director, the Bank (current position)(Significant concurrent position)
Chairman, Saga Seiwa Gakuen(Reasons for nomination and expected roles as a candidate
for Outside Director)
Serving as an Outside Director of the Bank for five years
since 2019, Mr. Tomiyoshi has been offering appropriate
opinions from a fair and objective standpoint. Mr.
Tomiyoshi is nominated as a candidate for Outside
Director for the reason that he will continue to fulfill the
responsibilities and duties of Outside Director in an
appropriate manner by leveraging his experience andinsight.
He has served Saga Shimbun Co., Ltd. for many years,
including as Senior Managing Director, Director, Editorial
Bureau and Chairman, Editorial Board. He has a wealth ofexpertise and experience in news media, as well as
extensive expertise and experience as Chairman of Saga
Seiwa Gakuen. He is expected to perform the oversightfunction from such perspectives.

15

Number ofshares of the
Bank held0
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
May
February
November
March
July
November
May
April
May
OctoberNovember
April

Keiji Kono
(September 18,
1957)

January

October[Reappointment]
11[Outside][Independent] January
Term of officefor Director:
1 year

April
April
June
June

1980 Joined the Bank of Japan
1999 Head, Price Statistics Division, Research and Statistics
Department, the Bank of Japan
2001 Head, Economic Statistics Division, Research andStatistics Department, the Bank of Japan
2002 Deputy General Manager, Nagoya Branch, the Bank ofJapan
2004 General Manager, Matsue Branch, the Bank of Japan
2006 Associate Director- General, Financial Markets
Department, the Bank of Japan
2007 General Manager, Fukuoka Branch, the Bank of Japan
2009 Director General, Information System Services
Department, the Bank of Japan
2010 Retired from the Bank of Japan
2010 Senior Advisor, Chugai Pharmaceutical Co., Ltd.
2010 Vice President, Deputy Head, Lifecycle Management &Marketing Unit, Chugai Pharmaceutical Co., Ltd2010 Vice President, Department Manager, Lifecycle
Management Dept. 2, Lifecycle Management & Marketing
Unit, Chugai Pharmaceutical Co., Ltd2012 Vice President and Deputy General Manager, Marketing &Sales Div., Chugai Pharmaceutical Co., Ltd2013 Vice President and General Manager, IT Supervisory Div.,
Chugai Pharmaceutical Co., Ltd.
2015 Vice President in charge of Global Health Policy andGeneral Manager, IT Supervisory Dept., Chugai
Pharmaceutical Co., Ltd.
2017 Vice President in charge of External Affairs Dept. andGlobal Health Policy, Chugai Pharmaceutical Co., Ltd2017 Executive Vice President in charge of External Affairs
Dept. and Global Health Policy, Chugai PharmaceuticalCo., Ltd
2021 Part-time Senior Advisor, Chugai Pharmaceutical Co., Ltd.
(retired in March 2023)
2021 Outside Director, Sanki Engineering Co., Ltd.
2023 Director, the Bank (current position)(Significant concurrent position)
Outside Director, Sanki Engineering Co., Ltd.

Number ofshares of the
Bank held0
shares(Reasons for nomination and expected roles as a candidate
for Outside Director)
Serving as an Outside Director of the Bank since 2023,
Mr. Kono has been offering appropriate opinions from afair and objective standpoint. Mr. Kono is nominated as a
candidate for Outside Director for the reason that he willcontinue to fulfill the responsibilities and duties of Outside
Director in an appropriate manner.
He has worked for the Bank of Japan for 30 years,
including positions as General Manager, Fukuoka Branch
and Director General, Information System Services
Department, and has expert knowledge and experience,
etc., related to financial institutions. He is expected toperform the oversight function from such perspectives.
(Notes)1. There are no special interests between the candidates and the Bank.
2. Mr. Kentaro Tomiyoshi and Mr. Keiji Kono are candidates for Outside Directors.
3. Mr. Kentaro Tomiyoshi and Mr. Keiji Kono satisfy the requirements for independent officers that are set
forth in the provisions of the Tokyo Stock Exchange and Fukuoka Stock Exchange.
4. Mr. Kentaro Tomiyoshi is currently Outside Director of the Bank and will have been in office for five years16as of the conclusion of this general meeting of shareholders.
Mr. Keiji Kono is currently Outside Director of the Bank and will have been in office for one year as of theconclusion of this general meeting of shareholders.
5. Liability limitation agreement with Outside Directors:
The Bank has provided in its Articles of Incorporation to allow conclusion of agreements with Outside
Directors limiting their liability for damages to the Bank to a certain extent. The Bank entered into
agreements with Mr. Kentaro Tomiyoshi and Mr. Keiji Kono, candidates for Outside Directors, to limit their
liability for damages as Outside Directors. Should Mr. Kentaro Tomiyoshi and Mr. Keiji Kono be elected,
the Bank plans to continue the said liability limitation agreements with them.
Details of the content of this agreement are as follows:• In the event that an Outside Director causes damage to the Bank due to negligence of his or her duties,
the amount of liability assumed shall be limited to the total amount specified in each Item of Article 425,
Paragraph 1 of the Companies Act, provided that the performance of duties by said Outside Director was
carried out in good faith and without gross negligence.
6. The Bank has entered into a directors and officers liability insurance contract as stipulated in Article 4303, Paragraph 1 of the Companies Act that insures Directors, Executive Officers, and important employeeswith an insurance company. The premiums are fully borne by the Bank. The insurance contract shallcompensate for damages including compensation for legal damages and litigation expenses to be borne by
the insureds. However, as a measure to ensure that the appropriateness of the insured’s performance of
his/her duties is not compromised, the policy excludes coverage for damages arising from illegal or criminal
acts by the insured. If the candidates are appointed as Directors, each of them will be insured under the
insurance contract, which is to be renewed during their terms of office.

17

Proposal No. 3: Election of Four (4) Directors Serving as Audit and Supervisory Committee Members
The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of four (4)Directors serving as Audit and Supervisory Committee Members is proposed.
The approval of the Audit and Supervisory Committee has been obtained in advance for this proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
Number of
Name
Past experience, positions, responsibilities,
No.
sharesof the(Date of birth)and significant concurrent positions
Bank held
April
1991 Joined the Bank
April
2018 General Manager, Mitoma Branch, the Bank
April
2020 General Manager, Yahata Branch, the Bank
April
2021 General Manager, Loan Administration Department, the
Bank
April
2022 Executive Officer, General Manager, Loan Administration
Department, the Bank
Koichiro Miyoshi
April2024 Executive Officer, the Bank (current position)(October 9, 1968)
1[New
appointment]
Term of office for
Director:‒ years(Reasons for nomination as a candidate for Director
serving as Audit and Supervisory Committee Member)
Since joining the Bank in 1991, Mr. Miyoshi has served as
General Manager, Yahata Branch and General Manager,
Loan Administration Department, and gained extensive
knowledge and experience of banks overall. He has served
as Executive Officer since 2022, fulfilling those
responsibilities and duties in an appropriate manner. He is
nominated as a candidate for Director serving as Audit andSupervisory Committee Member for the reason that he will
fulfill its responsibilities and duties in an appropriatemanner by leveraging these experience and insight basedon his past performance.

18

2,862
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
July
July
July
March
April
January

Toshiaki Tanaka(January 28,
1950)
2

April
April

[Reappointment][Outside]
June[Independent]
June
Term of office for
Director:
2 years

1972 Joined the Ministry of Finance, Kita-kyushu Local Finance
Bureau2000 Director General, Accounting Division, Financial
Department, Fukuoka Local Finance Branch Bureau
2001 Securities and Exchange Surveillance Officer, Tohoku
Local Finance Bureau
2003 Inspection Administrator, Financial Department, Fukuoka
Local Finance Branch Bureau
2004 Retired from Fukuoka Local Finance Branch Bureau
2004 Assistant General Manager, Administration Department,
Yokohama Sakae Kyosai Hospital, Federation of National
Public Service Personnel Mutual Aid Associations
2005 Assistant General Manager, Administration Department,
Hamanomachi Hospital, Federation of National PublicService Personnel Mutual Aid Associations
2005 General Manager, Administration Department,
Hamanomachi Hospital, Federation of National PublicService Personnel Mutual Aid Associations
2012 Mutual Aid Promotion Specialist, Organization for Small& Medium Enterprises and Regional Innovation, JAPAN,
Kyushu Headquarters
2018 Corporate Auditor, the Bank
2022 Director serving as Audit and Supervisory Committee
Member, the Bank (current position)(Reasons for nomination and expected roles as a candidate
for Outside Director serving as Audit and Supervisory
Committee Member)
Having worked at the former Ministry of Finance(currently Ministry of Finance, Japan), Mr. Tanaka hasgained specialized knowledge and experience regarding
financial institutions from bureaucratic perspectives. He
was appointed Outside Corporate Auditor in 2018 andDirector serving as Audit and Supervisory Committee
Member in 2022, and has provided appropriate advice andsuggestions from a fair and neutral standpoint in a timely
manner. Mr. Tanaka is nominated as a candidate for
Outside Director serving as Audit and Supervisory
Committee Member for the reason that he will continue tofulfill its responsibilities in an appropriate manner,
applying his specialized knowledge and a wealth ofexperience.

19

Number ofshares of the
Bank held0
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
April
June
June
June
July
September

Takumi Ikeda(November 28,
1949)
3[Reappointment][Outside][Independent]
Term of office for
Director:
2 years

June
OctoberJune

Number ofshares of the
Bank held

1968 Joined Saga Prefectural Government Office2006 General Manager, Land Development Headquarters, Saga
Prefectural Government Office2008 Managing Director, Saga Airport Terminal Building Co.,Ltd.
2008 Director, ANA AIR SERVICE SAGA CO., LTD.
2009 Director and President, Saga Airport Terminal Building
Co., Ltd.
2011 Representative Audit & Inspection Commissioner of Saga
Prefecture2018 Auditor, Saga Prefectural Regional Industry Support
Center (part-time)2019 Corporate Auditor, the Bank
2019 Auditor, The Quantum Medicine Foundation (part-time)2022 Director serving as Audit and Supervisory Committee
Member, the Bank (current position)(Reasons for nomination and expected roles as a candidate
for Outside Director serving as Audit and Supervisory
Committee Member)
Since joining the Saga Prefectural Government Office, Mr.
Ikeda has served as General Manager, Land Development
Headquarters, Director and President, Saga Airport
Terminal Building Co., Ltd., and Representative Audit &Inspection Commissioner of Saga Prefecture, and gained
extensive knowledge and experience. He was appointed
Outside Corporate Auditor in 2019 and Director serving as
Audit and Supervisory Committee Member in 2022, andhas provided appropriate advice and suggestions from afair and neutral standpoint in a timely manner. Mr. Ikeda isnominated as a candidate for Outside Director serving as
Audit and Supervisory Committee Member for the reason
that he will continue to fulfill its responsibilities in an
appropriate manner, applying his specialized knowledge
and a wealth of experience.

20

0
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April
OctoberEmi Fukuda
April(current surname:Kihara)January(October 13,
1973)
4

[New
appointment][Outside][Independent]
Term of office for
Director:‒ years

Number ofshares of the
Bank held

1999 Legal training
2000 Registered as an attorney-at-law (Fukuoka Bar
Association), Kunitoshi Miura Law Office2006 Transferred registration (Saga Bar Association) Wakakusu
Law Office2011 Suzukaze Law Office (current position)(Significant concurrent position)
Attorney-at-law(Reasons for nomination and expected roles as a candidate
for Outside Director serving as Audit and Supervisory
Committee Member)
As an attorney-at-law, Ms. Fukuda has been engaged in thepractice of corporate legal affairs, and has a wealth ofexperience and broad insight. In addition, she is nominatedas a candidate for Outside Director serving as Audit andSupervisory Committee Member for the reason that she
will fulfill its responsibilities in an appropriate manner as
she is expected to provide advice and recommendations
from the perspective of a woman.

0shares(Notes)1. There are no special interests between the candidates and the Bank.
2. Mr. Toshiaki Tanaka, Mr. Takumi Ikeda, and Ms. Emi Fukuda are candidates for Outside Directors serving
as Audit and Supervisory Committee Members, and satisfy the requirements for independent officers thatare set forth in the provisions of the Tokyo Stock Exchange and Fukuoka Stock Exchange.
3. Although Ms. Emi Fukuda changed her surname in the family register to Kihara upon her marriage, she
continues to practice law under her maiden name, Fukuda.
4. Mr. Toshiaki Tanaka and Mr. Takumi Ikeda are currently Outside Directors serving as Audit andSupervisory Committee Members of the Bank, and they both will have been in office for two years as of
the conclusion of this general meeting of shareholders.
5. Liability limitation agreement with Outside Directors:
The Bank has provided in its Articles of Incorporation to allow conclusion of agreements with Outside
Directors limiting their liability for damages to the Bank to a certain extent. The Bank entered into
agreements with Mr. Toshiaki Tanaka and Mr. Takumi Ikeda, candidates for Outside Directors, to limit their
liability for damages as Outside Directors. Should Mr. Toshiaki Tanaka and Mr. Takumi Ikeda be elected,
the Bank plans to continue the said liability limitation agreements with them. Should Ms. Emi Fukuda, acandidate for Outside Director, be elected, the Bank plans to enter into the said liability limitation agreementwith her.
Details of the content of this agreement are as follows:• In the event that an Outside Director causes damage to the Bank due to negligence of his or her duties,
the amount of liability assumed shall be limited to the total amount specified in each Item of Article 425,
Paragraph 1 of the Companies Act, provided that the performance of duties by said Outside Director was
carried out in good faith and without gross negligence.
6. The Bank has entered into a directors and officers liability insurance contract as stipulated in Article 4303, Paragraph 1 of the Companies Act that insures Directors, Executive Officers, and important employeeswith an insurance company. The premiums are fully borne by the Bank. The insurance contract shallcompensate for damages including compensation for legal damages and litigation expenses to be borne by
the insureds. However, as a measure to ensure that the appropriateness of the insured’s performance of
his/her duties is not compromised, the policy excludes coverage for damages arising from illegal or criminal
acts by the insured. If the candidates are appointed as Directors, each of them will be insured under the
insurance contract, which is to be renewed during their terms of office.

21

<Reference> Skill Matrix
Directors of the Bank After the Annual General Meeting of Shareholders on June 27, 2024 (Tentative)(1) Internal Directors
Expertise and experience
Name

Position

Legal
Finance
Management Affairs &Business
MarketAccounting
Strategy
Advanced Consulting
Investment
Auditing
Risk Mgmt.

DX
Admin.

Personnel
Labor Affairs○○

Director and President(Representative Director)
Senior Managing Director
General Manager, Business
Headquarters(Representative Director)

○

○

○

○

○

○

○

○

○

○

Hiroshi Koso

Managing Director

○

○

○

○

Yoshiaki JonoManaging Director

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Hideaki Sakai

Toru Unoike

Managing Director
Makoto Noguchi
General Manager, Operations
Headquarters
Director
General Manager, Saga Minami
Block
Yoichiro
General Manager, Head Office
Kuchiishi
Business Department
General Manager, Gofukumachi
BranchDirector
General Manager, Karatsu Block
Koji Kanagae General Manager, Karatsu Branch
General Manager, Karatsu Ekimae
BranchDirector
Deputy General Manager,
Sadaki Sakai
Business Headquarters
General Manager, Business
Department
Director
General Manager, Fukuoka Chuo
Block
Hideki
General Manager, Fukuoka
Nakashima
BranchGeneral Manager, Watanabedori
BranchGeneral Manager, Tenjin Branch

○

○

○

○

○
○

○

○

*The above skills are a portion of the skills possessed and do not represent all of the areas of knowledge and experience.

(2) Outside Directors and Directors Serving as Audit and Supervisory Committee Members
Expected areas
Name

Position

Corporate
Management

Academic
Experience○

Law

Finance
Accounting

KentaroTomiyoshi

Outside Director○

Keiji Kono

Outside Director

○

○

○

○

○

○

Koichiro
Miyoshi

Director Serving as an Audit andSupervisory Committee Member
Outside Director Serving as an
Toshiaki Tanaka Audit and Supervisory Committee
MemberOutside Director Serving as an
Takumi Ikeda Audit and Supervisory Committee
MemberOutside Director Serving as an
Emi Fukuda
Audit and Supervisory Committee
MemberMunicipal
Government
○

○

○

○

○

○

○

*The above skills are a portion of the skills possessed and do not represent all of the areas of knowledge and experience.

22