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: 8362)
June 1, 2023
To Shareholders with Voting Rights:
Eiichi Hasegawa
Director, President andRepresentative Statutory Executive Officer
The Fukui Bank, Ltd.
1-1, Junka 1-chome, Fukui
Fukui, JapanNOTICE OF CONVOCATION OF
THE 203RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 203rd Annual General Meeting of Shareholders of The Fukui Bank,
Ltd. (the “Bank”) will be held for the purposes as described below.
In the convocation of this General Meeting of Shareholders, the Bank has taken measures for electronic
provision. Accordingly, the Bank has published the “Notice of Convocation of the 203rd Annual General
Meeting of Shareholders” and “Other Materials Provided Electronically (Materials Omitted from Documents
to be Delivered)” as Materials Provided Electronically on the website below.
The Bank’s website: https://www.fukuibank.co.jp/ir/shareholders/meeting/In addition to the above website, the materials are also published on the following website:
The Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(On the Tokyo Stock Exchange’s website, enter “The Fukui Bank” in “Issue name (company name)” or
the Bank’s securities code “8362” in “Code” to search for the Bank. Then, click on “Basic information,”
followed by “Documents for public inspection/PR information” to review the materials.)
Instead of attending the meeting on the day, you can exercise your voting rights in writing or via
electromagnetic means (the Internet, etc.). Please review the Reference Documents for the General
Meeting of Shareholders (included in the Materials Provided Electronically) and exercise your voting
rights no later than 5:00 p.m. on Friday, June 23, 2023.
1. Date and Time:
2. Place:

Saturday, June 24, 2023 at 10:00 a.m. Japan time (Reception for the meeting
will start at 9:00 a.m.)
2F Hall, Head Office Building, The Fukui Bank
1-1, Junka 1-chome, Fukui, Fukui, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Bank’s
203rd Fiscal Year (from April 1, 2022 to March 31, 2023) and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit Committee
2. Non-consolidated Financial Statements for the Bank’s 203rd Fiscal Year(from April 1, 2022 to March 31, 2023)
Proposal to be resolved:
Election of Nine (9) Directors
Proposal:14. Exercise of Voting Rights:(1) Exercise of Voting Rights in Writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it is received no later than 5:00 p.m. on Friday, June 23, 2023 Japan time.
(2) Exercise of Voting Rights via the Internet, etc.
Please confirm the “Instructions for Exercise of Voting Rights via the Internet, etc.” on page 6 of theJapanese version and exercise your voting rights no later than 5:00 p.m. on Friday, June 23, 2023 Japantime.
(3) Absence of Votes on Proposals
When there is no indication of a vote for or against a proposal on the Voting Rights Exercise Form, thevote will be treated as a vote of approval.
(4) Handling of Duplicate Voting
If you vote both in writing on the Voting Rights Exercise Form and via the Bank’s designated voting
website on the Internet, etc., only your vote placed via the Internet, etc. will be valid. In addition, if you
submit your vote multiple times via the Internet, etc., only the last vote will be valid.
5. Matter Decided in Relation to the Convocation
Re: Delivery of the Reference Documents for the General Meeting of Shareholders and the Voting Rights
Exercise Form, etc.
The Notice of Convocation of the Annual General Meeting of Shareholders, the Reference Documents
for the General Meeting of Shareholders and the Voting Rights Exercise Form shall be sent by postal maileven to shareholders who agreed to receive the Notice of Convocation of the Annual General Meeting of
Shareholders via the Internet, etc.
End

◎ When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the Bank’s head office on the day of the meeting for confirmation.
◎ If there are any updates to the Materials Provided Electronically, the updates will be posted on each of thewebsites where the materials have been published.
◎ Among the Materials Provided Electronically, in this notice of convocation, the following items are not stated pursuant tolaws and regulations, as well as Article 16 of the Articles of Incorporation of the Bank.
1. Business Report
1) Of Matters related to the current status of the Bank, “Status of employees of the Corporate Group” and “Status ofmajor offices, etc. of the Corporate Group”
2) Of Matters related to company officers (Directors and Statutory Executive Officers), “Liability limitation agreements”
3) Of Matters related to Outside Officers, “Concurrent positions of outside officers and other statuses”
4) Matters related to shares of the Bank
5) Matters related to subscription rights to new shares of the Bank
6) Of Matters related to the Accounting Auditor, “Status of the Accounting Auditor,” “Liability limitation agreements”
and “Other Matters Relating to the Accounting Auditor”
7) Basic policy related to the ideal situation regarding those who make the decisions on finance and business
8) System to ensure the appropriateness of business
9) Matters related to specific wholly owned subsidiaries
10) Matters related to dealing with parent company, etc.
11) Of Matters related to accounting advisors, “Liability limitation agreements”
2. Consolidated Financial Statements and Non-consolidated Financial Statements
1) Consolidated Statements of Changes in Net Assets
2) Notes on the Consolidated Financial Statements
3) Non-consolidated Statements of Changes in Net Assets
4) Notes on the Non-consolidated Financial Statements
Accordingly, these materials are only a part of the documents that were audited when the Accounting Auditor prepared theIndependent Auditor’s Report and the Audit Committee prepared the Audit Report.

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of nine (9) Directors is proposed pursuant to the decision of theNominating Committee.
The candidates are as follows:

No.

Current positions and responsibilities
at the Bank

Name

1

To be
reappointed

Masahiro Hayashi

Director, Chairman and Representative
Statutory Executive Officer
Compensation Committee Member

2

To be
reappointed

Eiichi Hasegawa

Director, President and Representative
Statutory Executive Officer
Nominating Committee Member

3

To be
reappointed

Shin Okada

Director and Managing Executive Officer

4

To be newly
appointed

Keisuke Yoshida

5

To be
reappointed

Masatake Yoshida

6

To be
reappointed

Kazuhiro Uchikami[Outside][Independent]

7

To be
reappointed

Masaru Nambo[Outside][Independent]

8

To be newly
appointed

Hiromi Tagawa[Outside][Independent]

9

To be newly
appointed

Keiko Umeda[Outside][Independent]

Statutory Executive Officer

3

Director
Audit Committee Member
Director
Audit Committee Member (Chair)Compensation Committee Member
Director
Nominating Committee Member (Chair)
Audit Committee Member

Skill Matrix
Major expertise with experience / Field in which contribution is particularly expected
Field in which contribution
by outside director isparticularly expected

Field of expertise experienced by director

●

●

●

●

●

●

●

●

●

●

●

●

●
●

Local economy●●

Legal affairs●●

Finance & accounting●●

Corporate management●

Regional revitalization●

Risk
management/compliance

IT/digital strategy●

Personnel strategy

Financial strategy●

Market operation

Consulting/marketingstrategy

Masahiro
HayashiEiichiHasegawa
Shin
Okada
Keisuke
YoshidaMasatake
YoshidaKazuhiro
Uchikami
Masaru
Nambo
HiromiTagawaKeiko
Umeda

Management strategy

Director

●
●

●

●

●

●

●

●

●

●

●

4

●

●

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
March

1

Joined the Bank
General Manager, Legal Office, Corporate
Administration Group, the Bank
July
2004
Legal Team Leader, Corporate Administration Groupand General Manager, Customer Service Office, the
Bank
April
2006
Legal Team Leader, Corporate Planning Group andGeneral Manager, Customer Service Office, the Bank
March
2007
Audit Team Leader, Audit Group, the Bank
June
2007
Audit Group Manager, the Bank
June
2008
Director, the Bank
Masahiro Hayashi June2009
Director and Statutory Executive Officer, the Bank
(April 16, 1957)
June
2010
Director and Managing Executive Officer, the Bank
June
2014
Director, Representative Statutory Senior Managing(To be reappointed)
Executive Officer, the Bank
April
2015
Director, Representative Statutory Senior Managing
Executive Officer and General Manager, BusinessSupport Headquarters, the Bank
June
2015
Director, President and Representative Statutory
Executive Officer, the Bank
June
2022
Director, Chairman and Representative Statutory
Executive Officer, the Bank
(to present)<Significant concurrent positions>
Chairperson and CEO, Fukui Capital and Consulting Co., Ltd.
External Audit & Supervisory Board Member, Hokuriku Electric Power
Company<Reasons for nominating the candidate for Director>
Mr. Masahiro Hayashi served as Director and Representative Statutory Senior Managing
Executive Officer in 2014, and as Director, President and Representative Statutory Executive
Officer from 2015 to 2022. Thus, he has plenty of experience and knowledge as a manager. He
also realized the revitalization of the local economy, and promoted corporate management for
the reinforcement of the Bank Group’s financial base through the revitalization of the local
economy. Considering his track record, the Bank believes that he is qualified for further
enhancing corporate governance of the Bank, and has thus nominated him as a candidate for
Director.

Number ofshares of the
Bank held

1981
2003

5

20,400No.

Name(Date of birth)

Past experience, positions and responsibilities
April
May

2

Joined the Bank
Corporate Business Team Leader, Business Group, theBank
January
2007 Corporate Business Team Leader and Overseas Support
Team Leader, Corporate Business Group, the Bank
March
2007 Corporate Business Group Manager, the Bank
November 2007 General Manager, Toyama Area Management Officeand General Manager, Toyama Branch, the Bank
October
2008 General Manager, Toyama Area Management Office
and Toyama Branch and Toyama Minami Branch, theBank
September 2010 Corporate Support Project Team Leader, the Bank
August2011 General Manager, Corporate Support Office, Financing
Team, Financing Group, the Bank
February 2013 Business Group Manager, the Bank
April
2015 Operating Officer, General Manager, Tsuruga Area
Eiichi Hasegawa
Management Office and General Manager, Tsuruga(July 5, 1964)
Branch, the Bank
2017 Statutory Executive Officer, General Manager, Head(To be reappointed) June
Office Area Management Office and Head Office
General Manager, the Bank
June
2019 Director, Managing Executive Officer and General
Manager, ALM Headquarters, the Bank
May
2020 Director, Representative Statutory Managing Executive
Officer and General Manager, ALM Headquarters, the
Bank
June
2020 Director, Representative Statutory Managing Executive
Officer and General Manager, Planning Headquarters,
the BankJune2021 Director, Representative Statutory Senior Managing
Executive Officer and General Manager, Planning
Headquarters, the Bank
June
2022 Director, President and Representative Statutory
Executive Officer, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Eiichi Hasegawa has served in business division and corporate regeneration division in
addition to serving as the General Manager of several branches. Further, he has served in thefollowing positions: Statutory Executive Officer and General Manager of the Head OfficeBusiness Division in 2017; Director, Representative Statutory Managing Executive Officer andGeneral Manager of ALM Headquarters in 2020; Director, Representative Statutory Senior
Managing Executive Officer and General Manager of Planning Headquarters in 2021; andDirector, President and Representative Statutory Executive Officer since 2022. Thus, he has
plenty of experience and knowledge regarding business administration in general and ALM
division, along with business management practices. Considering his track record, the Bank
believes that he is qualified for further enhancing corporate governance of the Bank, and has
thus nominated him as a candidate for Director.

Number ofshares of the
Bank held

1988
2005

6

5,200

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
1990
November 2007

3

Joined the Bank
Corporate Administration Team Sub-leader, Corporate
Administration Group, the Bank
January
2011 Deputy General Manager, Kida Branch, the Bank
August2012 Corporate Planning Team Sub-leader, Corporate
Planning Group, the Bank
June
2015 Business Support Group Manager, the Bank
June
2017 Operating Officer, General Manager, Takefu Area
Management Office and General Manager, Takefu
Shin Okada
Branch, the Bank
(July 23, 1967)
November 2019 Operating Officer, Audit Group Manager, the Bank
June
2020 Statutory Executive Officer, Deputy General Manager,(To be reappointed)
ALM Headquarters and Risk Management GroupManager, the Bank
March
2021 Statutory Executive Officer, Deputy General Manager,
ALM Headquarters and Market Finance GroupManager, the Bank
June
2022 Director and Managing Executive Officer, General
Manager, ALM Headquarters and Market FinanceGroup Manager, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Shin Okada has been engaged in the corporate administration division and corporate
planning division businesses and has served as Business Support Group Manager. In 2017, healso served as the General Manager of several branches and the Audit Group Manager as an
Operating Officer, which is the highest managerial position of the Bank. Further, he has served
as Deputy General Manager of the ALM Headquarters and the Risk Management GroupManager as a Statutory Executive Officer in 2020, and as Deputy General Manager of the ALM
Headquarters and the Market Finance Group Manager as a Statutory Executive Officer in 2021.
Since 2022, he has been serving as General Manager of the ALM Headquarters and the Market
Finance Group Manager as a Managing Executive Officer. Thus, he has plenty of experienceand knowledge regarding practice of businesses as a whole mainly on financial strategy, market
operation division and compliance. Considering his track record, the Bank believes that he isqualified for further enhancing corporate governance of the Bank, and has thus nominated him
as a candidate for Director.

Number ofshares of the
Bank held

7

4,560

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
October4

Number ofshares of the
Bank held

1991
2008

Joined the Bank
Deputy General Manager, Fukui Chuo Branch, theBank
February 2013 Financing Team Leader, Financing Group, the Bank
April
2015 Financing Support Team Leader, Financing Support
Group, the Bank
April
2017 General Manager, Kanazawa Area Management Office,General Manager, Kanazawa Branch, and General
Keisuke Yoshida
Manager, Kanazawa Higashiyama Branch Office, the(November 23,
Bank
1968)
June
2019 General Manager, Tsuruga Area Management Office,(To be newly
General Manager, Tsuruga Branch and Generalappointed)
Manager, Tsurugaminato Branch, the Bank
November 2019 Operating Officer, General Manager, Tsuruga Area
Management Office, General Manager, Tsuruga Branchand General Manager, Tsurugaminato Branch, the Bank
June
2021 Statutory Executive Officer, General Manager, Head
Office Area Management Office and Head Office
General Manager, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Keisuke Yoshida has served as the Financing Support Team Leader and as the General
Manager of several branches. Further, he served as Operating Officer, the highest managerial
position of the Bank, in 2019. Since 2021, he has been serving as Statutory Executive Officer
and General Manager of the Head Office Business Division. Based on his work experience
centering on the branch management and financing management divisions, he has extensive
experience and abundant insights regarding consulting business strategies, risk management,
and regional revitalization. Considering his track record, the Bank believes that he is qualified
for further enhancing corporate governance of the Bank, and has thus nominated him as a
candidate for Director.

8

3,829

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
June
July
January
June

5Joined the Bank
General Manager, Takefukita Branch, the Bank
Deputy General Manager, Toyama Branch, the Bank
General Manager, Kusatsu Branch, the Bank
General Manager, Takahama Area Management Officeand General Manager, Takahama Branch, the Bank
June
2014 Compliance Management Team Leader, Risk
Management Group and General Manager, Customer
Service Office, the Bank
Masatake Yoshida2017 Operating Officer, General Manager, Tsuruga Area
(October 2, 1966) June
Management Office and General Manager, Tsuruga(To be reappointed)
Branch, the Bank
March
2019 Operating Officer, General Manager, Tsuruga Area
Management Office, General Manager, Tsuruga Branchand General Manager, Tsurugaminato Branch, the Bank
June
2019 Statutory Executive Officer, General Manager, Head
Office Area Management Office and Head Office
General Manager, the Bank
June
2021 Director, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Masatake Yoshida has been engaged in the corporate business, and has served as theGeneral Manager of several branches and as the Compliance Management Team Leader.
Further, he served as Operating Officer, which is the highest managerial position of the Bank, in
2017, and as Statutory Executive Officer and General Manager of the Head Office Business
Division in 2019. As Director, he has been serving as a member of the Audit Committee since2021, and has been auditing Directors and Statutory Executive Officers. Thus, he has plenty ofexperience and knowledge regarding practice of business administration in general, as well as
on audit and compliance. Considering his track record, the Bank believes that he is qualified forfurther enhancing corporate governance of the Bank, and has thus nominated him as a candidate
for Director.

Number ofshares of the
Bank held

1989
2007
2009
2011
2012

9

2,936

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April

6

Public prosecutor, Tokyo District Public Prosecutors
OfficeApril
1992
Public prosecutor, Kokura Branch, Fukuoka District
Public Prosecutors Office
April
1994
Public prosecutor, Osaka District Public Prosecutors
OfficeApril
1996
Public prosecutor, Otsu District Public Prosecutors
OfficeApril
1997
Assistant to Professor of Legal Training and Research
Kazuhiro Uchikami
Institute (Public prosecutor attached to the Institute)(October 29, 1964)
April
1998
Public prosecutor attached to Criminal Affairs Bureau,
Ministry of Justice(To be reappointed)
January
2001
Public prosecutor handling clerical work of publicprosecutors, Supreme Public Prosecutors Office
July
2003
Retired from office
September 2003
KITAGAWA LAW OFFICE(to present)
June
2014
Director, the Bank
(to present)<Significant concurrent positions>
Lawyer<Reasons for nominating the candidate for Outside Director and expected roles>
Mr. Kazuhiro Uchikami is knowledgeable as a lawyer with abundant expertise and extensive
knowledge particularly concerning corporate legal affairs. As an Outside Director, he has been
providing accurate suggestions and advice from an independent and objective standpoint at theBoard of Directors since 2014. In addition, as the chairman of the Audit Committee and amember of the Compensation Committee, he appropriately fulfills the role of auditing the
Directors’ and Statutory Executive Officers’ execution of their duties. Considering his trackrecord, the Bank believes that he is suitable for supervising risk management concerning
corporate legal affairs, etc. and further enhancing corporate governance of the Bank and that hecan properly perform his duties as an Outside Director. Thus, the Bank has nominated him as a
candidate for Outside Director. His tenure of office as Outside Director of the Bank will be nine
years at the conclusion of this Annual General Meeting of Shareholders.

Number ofshares of the
Bank held

1991

10

2,600

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April

7

Number ofshares of the
Bank held

1984

Management Consulting Division, Fukui Economicand Management Research Institute
April
1991
Chief Assistant to General Manager, Management
Consulting Division, the Institute
April
1994
Chief, Economic Research Section, Economic
Research Division, the Institute
September 2000
In charge of economic research, Examination Team,
Financing Group, the Bank
March
2001
Retired from the Bank
April
2001
Assistant, Research Institute for Regional Economics,
Fukui Prefectural University (hereinafter “the ResearchInstitute”)
April
2004
Assistant Professor, the Research Institute
July
2008
Associate Professor, the Research Institute
April
2009
Professor and Doctor (Economics), the ResearchInstitute
April
2012
Leader, Local Economic Department, Professor andMasaru Nambo
Doctor (Economics), the Research Institute(May 17, 1953)
June
2015
Director, the Bank
(to present)(To be reappointed)
April
2017
Director, Professor and Doctor (Economics), theResearch Institute
April
2019
Specially Appointed Professor and Doctor(Economics), the Research Institute
June
2020
Outside Director, Fukuvi Chemical Industry Co., Ltd.
(to present)
April
2023
Honorary Professor and Doctor (Economics), Fukui
Prefectural University(to present)
April
2023
Specially Appointed Professor, Jin-ai University, Jin-ai
Gakuen Educational Association(to present)<Significant concurrent positions>
Outside Director, Fukuvi Chemical Industry Co., Ltd.
Honorary Professor and Doctor (Economics), Fukui Prefectural University
Specially Appointed Professor, Jin-ai University, Jin-ai Gakuen Educational
Association<Reasons for nominating the candidate for Outside Director and expected roles>
Mr. Masaru Nambo has abundant expertise and extensive knowledge particularly concerning
local economy, owing to his experience, including serving as the Director of the ResearchInstitute for Regional Economics of the Fukui Prefectural University for six years. As a Director
since 2015 and an Outside Director since 2016, he has been providing accurate suggestions andadvice from an independent and objective standpoint at the Board of Directors. In addition, as
the chairman of the Nominating Committee and a member of the Audit Committee, heappropriately fulfills his role to enhance the transparency and fairness of the Bank’s
management. Considering his track record, the Bank believes that he is qualified for supervisingpromotion of local strategies for revitalization of the local economy, etc. and further enhancing
corporate governance of the Bank and that he can properly perform his duties as an Outside
Director. Thus, the Bank has nominated him as a candidate for Outside Director. His tenure of
office as Outside Director of the Bank will be seven years at the conclusion of this Annual
General Meeting of Shareholders.

11

2,400

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
February

8

Joined JAPAN TRAVEL BUREAU Inc.
General Manager, Kawasaki Branch, JAPAN TRAVELBUREAU Inc.
February 1999 Director and Vice President, Japan Travel Bureau
Foundation
June
2002 Managing Director, JTB Corp.
June
2005 Senior Managing Director and General Manager, Sales
Planning Headquarters, JTB Corp.
June
2008 Representative Director and President, JTB Corp.
June
2014 Representative Director and Chairperson, JTB Corp.
June
2014 Chairperson, Japan Association of Travel AgentsJune
2014 Part-time Director, NEW OTANI CO., LTD.
(to present)
April
2016 Vice Chair, World Travel & Tourism Council (WTTC)
June
2018 Representative Director and Chairman, JTB Corp.
Hiromi Tagawa
June2019 Representative Director, Chairman and Executive(January 2, 1948)
Officer, JTB Corp.
November 2019 Vice Chairman, The Tokyo Chamber of Commerce and(To be newly
Industry
appointed)(to present)
November 2019 Special Advisor, The Japan Chamber of Commerce andIndustry(to present)June2020 Director and Advisor, JTB Corp.
April
2022 Ambassador, World Travel & Tourism Council (WTTC)(to present)July2022 Advisor, JTB Corp.
(to present)<Significant concurrent positions>
Policy Advisor, Fukui Prefecture
Vice Chairman, The Tokyo Chamber of Commerce and Industry
Special Advisor, The Japan Chamber of Commerce and Industry
Advisor, JTB Corp.
Ambassador, World Travel & Tourism Council<Reasons for nominating the candidate for Outside Director and expected roles>
Mr. Hiromi Tagawa has served as an officer at JTB Corp. for over 20 years and has extensive
knowledge and experience in management. Due to his deep ties with Fukui Prefecture, he serves
as a coordinator of the Tokyo Jakuetsu Club and the Head of the Fukui Prefecture Tourism
Academy. He has also served as Chairperson of the Japan Association of Travel Agents. In viewof the above, we believe that he will be able to provide useful advice regarding the regional
revitalization of Fukui Prefecture, which is now accessible by the Shinkansen bullet train.
Considering his track record, the Bank believes that he is qualified for supervising businessadministration of the Bank as a whole and further enhancing corporate governance of the Bank,and that he can properly perform his duties as an Outside Director. Thus, the Bank has
nominated him as a candidate for Outside Director.

Number ofshares of the
Bank held

1971
1996

12

0

No.

Name
(Date of birth)

Past experience, positions and responsibilities
October9

Number ofshares of the
Bank held

2005

Public prosecutor, Tokyo District Public Prosecutors
OfficeApril
2006 Public prosecutor, Sapporo District Public Prosecutors
Keiko Umeda
Office(Current surname: April
2007 Public prosecutor, Kanazawa District Public
Hanyu)
Prosecutors Office(November 12,
April2009 Public prosecutor, Osaka District Public Prosecutors
1980)
OfficeDecember
2010
Retired from office(To be newly
December
2010
Kuzuryu Law Offices
appointed)(to present)<Significant concurrent position>
Lawyer<Reasons for nominating the candidate for Outside Director and expected roles>
With five years of experience as a prosecutor and more than 10 years of experience as a lawyer
in the local region, Ms. Keiko Umeda has a wealth of legal knowledge and extensive insight,
including being well-versed in corporate legal affairs. Considering her track record, the Bank
believes that she is qualified for supervising business administration of the Bank as a whole andfurther enhancing corporate governance of the Bank. The Bank also believes that she cancontribute to initiatives related to diversity and inclusion that the Bank is currently promoting.
Thus, the Bank has nominated her as a candidate for Outside Director.

0(Notes)1. There are no special interest relationships between the candidates for Directors and the Bank.
2. The Bank has entered into a directors and officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The insurance contract covers any damages
that may result from the officers being liable for the performance of their duties or being subject to a claim
for the pursuit of such liability. The candidates for Director will be included as the insured under the
insurance contract. The Bank plans to renew the insurance contract with the same details at the time ofnext renewal.
3. Ms. Keiko Umeda has changed her surname to Hanyu in her family register following her marriage, but
she continues to work as a lawyer under her maiden name Umeda.
4. Mr. Kazuhiro Uchikami, Mr. Masaru Nambo, Mr. Hiromi Tagawa and Ms. Keiko Umeda are candidates for
Outside Directors.
5. The Bank has notified Tokyo Stock Exchange, Inc. of the status of Mr. Kazuhiro Uchikami and Mr. Masaru
Nambo as Independent Officers provided for in the regulations of the Exchange. If they are nominated asoriginally proposed, they will continue to serve as Independent Officers. In addition, if Mr. Hiromi Tagawa
and Ms. Keiko Umeda are nominated as originally proposed, they will also serve as Independent Officers.
6. Liability limitation agreements with Outside Directors
The Bank provides in its current Articles of Incorporation that the Bank may enter into agreements with
Outside Directors to limit their liability for compensation to the Bank to a certain extent, so that it will beable to invite competent persons as Outside Directors. Pursuant to the provisions, the Bank has entered into
liability limitation agreements with Mr. Kazuhiro Uchikami and Mr. Masaru Nambo. In addition, theCompany plans to conclude liability limitation agreements with Mr. Hiromi Tagawa and Ms. Keiko Umeda
if they are nominated as Outside Directors.
The overview of the agreement is as follows:- If an Outside Director is held liable due to negligence of duties, the Outside Director will be responsible
for such liability to the extent of the minimum liability amount set forth in Article 427, Paragraph 1 of theCompanies Act.
- Limitation of liabilities mentioned above only applies when the relevant Outside Director has acted ingood faith and is not grossly negligent in performing his/her duties.

13

7. “Standards for Independence of Outside Directors”
The Bank has established “Standards for Nominating Candidates for Outside Directors,” as described
below.
“Standards for Nominating Candidates for Outside Directors”
The Nominating Committee shall nominate those who meet the following conditions as Outside Directorsof the Bank:(1) A person who has extensive experience as a manager, or is in a position as a professional expert inlaws, accounting, finance or economics, and has wide experience as well(2) A person who can maintain independence from the representative of the company and does not fallunder any of the following criteria:
1) A person for whom the Bank is a major business partner (*1), or in the event that the person isa legal entity, a person who serves as an executive (*2) of such legal entity2) A major business partner of the Bank (*3), or a person who serves as its executive3) A consultant, an accounting professional or a legal professional who receives a large amount ofmonetary consideration and/or other property from the Bank, besides the compensation for
officers (*4)4) A major shareholder of the Bank (*5) (In the event that the major shareholder is a legal entity, aperson who serves as an executive of such legal entity.)5) A near relative (*6) of a person falling under any of foregoing items 1) through 4)6) A near relative of executives of the Bank or any of its subsidiaries
7) A person who has fallen under any of foregoing 1) through 6) in the past one year
(3) A person who has characters and insight suitable for Outside Directors(4) A person who has no problem in terms of health or operations when preforming duties as an Outside
Director
Notes:
1. A person for whom the Bank is a major business partner shall mean a person who falls
under any of the following cases:
・ A person whose amount of transactions with the Bank Group exceeds 10% of theconsolidated net sales of the group of such person in the most recent fiscal year
・ A business partner that has liabilities against the Bank Group and the amount of suchliabilities of the group of the said business partner against the Bank Group exceeds 1%of the consolidated total assets of the business partner’s group
・ However, in the event that the business partner is an individual, a person whoseamount of transactions with or liabilities against the Bank Group exceeds 10 million
yen (excluding standardized housing loans and standardized consumer loans)
2. An executive shall mean an important employee, including executive directors, executive
officers and operating officers.
3. A major business partner of the Bank shall mean a person who falls under any of thefollowing cases:
・ A person whose amount of transactions with the Bank Group exceeds 10% of theconsolidated ordinary income of the Bank in the most recent business year
・ A business partner that has liabilities against the Bank Group and whose amount ofliabilities against the Group exceeds 1% of the consolidated total assets of the Bank
Group at the end of the most recent business year
・ However, in the event that the business partner is an individual, a person whoseamount of transactions with or liabilities against the Bank Group exceeds 10 million
yen (excluding standardized housing loans and standardized consumer loans)
4. A consultant, an accounting professional or a legal professional who receives a large
amount of money or other property from the Bank, other than compensation as an officer
shall mean a person who received property over 10 million yen from the Bank Groupother than compensation as an officer in the most recent business year. After such a person
takes office as an Outside Director, transactions such as consulting agreements andadvisory agreements shall never be conducted with the person.
5. A major shareholder of the Bank shall mean a shareholder who holds 10% or more of thetotal voting rights of the shares of the Bank directly or indirectly.
6. A near relative shall mean a relative within the second degree of kinship and an interested

14party who depends on the said person for his/her livelihood.

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