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 3, 2021
To Shareholders with Voting Rights:
Masahiro Hayashi
Director, President andRepresentative Statutory Executive Officer
The Fukui Bank, Ltd.
1-1, Junka 1-chome, Fukui
Fukui, JapanNOTICE OF CONVOCATION OF
THE 201ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 201st Annual General Meeting of Shareholders of The Fukui Bank,
Ltd. (the “Bank”) will be held for the purposes as described below.
Instead of attending the meeting on the day, you can exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights no later than 5:00 p.m. on Friday, June 25, 2021.
1. Date and Time:
2. Place:

Saturday, June 26, 2021 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(The venue has changed from last year. Please review the map to the venue on
the last page of the Japanese version of this document.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 201st Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 201st Fiscal Year (from
April 1, 2020 to March 31, 2021) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit Committee
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 25, 2021 Japan time.
(2) Exercise of Voting Rights via the Internet
Please confirm the “Instructions for Exercise of Voting Rights via the Internet” on page 4 and exercise
your voting rights no later than 5:00 p.m. on Friday, June 25, 2021 Japan time.
(3) 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, only your vote placed via the Internet will be valid. In addition, if you submit
your vote multiple times via the Internet, 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.
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.
◎ Of the documents required to be provided along with this notice of convocation, the following items areavailable online via the Bank’s website (https://www.fukuibank.co.jp/ir/shareholders/meeting/) pursuant tolaws and regulations as well as Article 16 of the Articles of Incorporation of the Bank, and are therefore
not included in the documents attached to this notice of convocation.
1. Business Report
1) Of Matters related to the current status of the Bank, “Status of employees” and “Status of offices,etc.”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” and “Liability
limitation agreements”
7) Basic policy related to the ideal situation regarding those who make the decisions on finance andbusiness8) 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. Non-consolidated Financial Statements and Consolidated Financial Statements
1) Non-consolidated Statements of Changes in Net Assets 2) Notes on the Non-consolidated Financial
Statements 3) Consolidated Statements of Changes in Net Assets 4) Notes on the Consolidated
Financial Statements
Accordingly, the documents attached to this notice of convocation are part of Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements, which were audited whenthe Accounting Auditor prepared the Independent Auditor’s Report and Audit Committee prepared the
Audit Report.
◎ Any updates to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements and Consolidated Financial Statements will be
posted on the Bank’s website (https://www.fukuibank.co.jp/ir/shareholders/meeting/).

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:
Expertise of
Outside Director
Regional
economyManagement

Current positions andresponsibilities
at the Bank

Law

Name

1

To be
reappointed

Masahiro Hayashi

Director, President andRepresentative Statutory Executive
Officer
Compensation Committee Member
Nominating Committee Member

2

To be
reappointed

Toru Yuasa

Director, Representative Statutory
Managing Executive Officer

3

To be
reappointed

Eiichi Hasegawa

Director, Representative Statutory
Managing Executive Officer

4

To be
reappointed

Osamu Watanabe

Director and Managing Executive
Officer5

To bereappointed

Noriyuki Satake

Director, Statutory Executive Officer

6

To be newly
appointed

Masatake Yoshida

Statutory Executive Officer

7

To be
reappointed

Kazuhiro Uchikami[Outside][Independent]

Director
Audit Committee Member (Chair)Compensation Committee Member

●

‒

‒

8

To be
reappointed

Masaru Nambo[Outside][Independent]

Director
Nominating Committee Member (Chair)
Audit Committee Member

‒

●

‒

9

To be
reappointed

Yuko Mitsuya[Outside][Independent]

Director
Compensation Committee Member(Chair)Nominating Committee Member

‒

‒

●

No.

3

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
March

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
Masahiro Hayashi June
2007
Audit Group Manager, the Bank
(April 16, 1957)
June
2008
Director, the Bank
June
2009
Director and Statutory Executive Officer, the Bank
(To be reappointed) June2010
Director and Managing Executive Officer, the Bank
June
2014
Director, Representative Statutory Senior Managing
Executive Officer, the Bank
April
2015
Director, Representative Statutory Senior Managing
1
Executive Officer and General Manager, BusinessSupport Headquarters, the Bank
June
2015
Director, President and Representative Statutory
Executive Officer, the Bank
(to present)<Significant concurrent positions>
Chairperson and CEO, Fukui Capital and Consulting Co., Ltd.
<Reasons for nominating the candidate for Director>
Mr. Masahiro Hayashi has served as Director and Representative Statutory Senior Managing
Executive Officer since 2014 and Director, President and Representative Statutory Executive
Officer since 2015. Thus, he has plenty of experience and knowledge as a manager. Considering his
track records in realization of revitalization of the local economy and in promotion of corporate
management for the reinforcement of the Bank’s financial base through the revitalization of thelocal economy, 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

4

15,700No.

Name(Date of birth)

Past experience, positions and responsibilities

Joined the Bank
General Manager, Fukui Shiyakusho Branch, the Bank
Group Manager, Fukui Nishi Area Business Group and
Deputy General Manager, Fukui Nishi Area
Management Office, the Bank
July
2005
Deputy General Manager, Kagetsu Branch, the Bank
June
2006
New Project Specialist Team Leader, the Bank
August2006
Deputy General Manager, Head Office Business
Division, the Bank
June
2008
General Manager, Echizen Kaigan Area Management
Office and General Manager, Echizencho Branch, theBank
September 2009
General Manager, Katsuyama Branch, the Bank
Toru Yuasa
May
2012
General Manager, Takefu Area Management Office and(March 8, 1962)
General Manager, Takefu Branch, the Bank
June
2013
Operating Officer, General Manager, Takefu Area
(To be reappointed)
Management Office and General Manager, Takefu
Branch, the Bank
April
2015
Operating Officer, Head Office General Manager andGeneral Manager, Head Office Business Division, the
2
Bank
June
2015
Statutory Executive Officer, Head Office General
Manager and General Manager, Head Office Business
Division, the Bank
June
2017
Director, Managing Executive Officer and General
Manager, Business Support Headquarters, the Bank
May
2020
Director, Representative Statutory Managing Executive
Officer and General Manager, Business Support
Headquarters, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Toru Yuasa has served as Statutory Executive Officer and General Manager of the Head OfficeBusiness Division since 2015, and as General Manager of Business Support Headquarters as
Director and Managing Executive Officer since 2017 and as Director, Representative Statutory
Managing Executive Officer since 2020, and has widely engaged in business administration in
general and business divisions. In addition, he has also been the General Manager of theManagement Office in several main business areas of the Bank. Thus, he has plenty of knowledge
regarding business management practices and the promotion of business activities. Considering
these records, 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

April
1986
September 2001
April
2003

5

6,600

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
May

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
Eiichi Hasegawa
Team, Financing Group, the Bank
(July 5, 1964)
February 2013
Business Group Manager, the Bank
April
2015
Operating Officer, General Manager, Tsuruga Area
(To be reappointed)
Management Office and General Manager, Tsuruga
Branch, the Bank
June
2017 Statutory Executive Officer, General Manager, Head
Office Area Management Office and Head Office3
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 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 General Manager of branches. Further, he has also served as Statutory Executive
Officer and General Manager of the Head Office Business Division since 2017, and as General
Manager of ALM Headquarters and General Manager of Planning Headquarters as Director andManaging Executive Officer since 2019 and as Director and Representative Statutory Managing
Executive Officer since 2020. Thus, he has plenty of experience and knowledge regarding businessadministration in general and ALM division, along with business management practices.
Considering these records, 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

2,600

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
March

Joined the Bank
Integrated Risk Management Team Sub-leader,
Corporate Planning Group, the Bank
July
2006 Integrated Risk Management Team Leader, Corporate
Planning Group, the Bank
April
2009 Corporate Planning Team Sub-leader, Corporate
Planning Group, the Bank
August2011 Integrate Risk Management Team Leader, Risk
Management Group, the Bank
May
2012 General Manager, Shinmei Branch, the Bank
March2014 General Manager, Fukui Higashi Area Management
Office and General Manager, Fukui Chuo Branch, theBank
Osamu WatanabeMay2014 Operating Officer, General Manager, Fukui Higashi(January 22, 1965)
Area Management Office and General Manager, Fukui
Chuo Branch, the Bank
(To be reappointed)
May
2016 Operating Officer, Risk Management Group Manager,
the BankJune
2016 Statutory Executive Officer, Risk Management Group
4
Manager, the Bank
June
2017 Statutory Executive Officer, Deputy General Manager,
ALM Headquarters and Risk Management GroupManager, the Bank
June
2020 Director, Managing Executive Officer and General
Manager, ALM Headquarters, the Bank
March
2021 Director, Managing Executive Officer, General
Manager, ALM Headquarters and Risk Management
Group Manager, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Osamu Watanabe has been engaged in the business of risk management divisions and also
served as General Manager of branches. Further, he has also served as Statutory Executive Officer
since 2016, as Statutory Executive Officer and Deputy General Manager of ALM Headquarters andRisk Management Group Manager since 2017 and as General Manager of ALM Headquarters as
Director and Managing Executive Officer since 2020. Thus, he has plenty of experience andknowledge regarding practice of ALM division, business management, and risk management.
Considering these records, 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

1987
2005

7

6,883

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Joined the Bank
General Manager, Kamikitano Branch, the Bank
Deputy Group Manager, Kanazawa Area BusinessGroup, the Bank
July
2005 Deputy General Manager, Kanazawa Branch, the Bank
February 2006 Individual Business Planning Team Leader, IndividualBusiness Group, the Bank
October
2006 Retail Business Planning Team Leader, Retail BusinessGroup, the Bank
Noriyuki Satake
April2009 General Manager, Sakaicho Branch, the Bank
(November 17, 1963)
January
2011 General Manager, Komatsu Branch, the Bank
September 2013 Corporate Planning Team Leader, Corporate Planning(To be reappointed)
Group, the Bank
April
2015 Operating Officer, General Manager, Takefu Area
Management Office and General Manager, Takefu
Branch, the Bank
5
June
2017 Director, the Bank
June
2019 Director, Statutory Executive Officer, Deputy General
Manager, Business Support Headquarters, Financing
Support Group Manager, the Bank
(to present)<Reasons for nominating the candidate for Director>
Mr. Noriyuki Satake has been engaged in the business of planning divisions such as corporate
planning, and also served as General Manager of branches. Further, he has served as Director since2017 and performed audit on Directors and Statutory Executive Officers as a member of the Audit
Committee. He has also served as Director, Statutory Executive Officer and Deputy General
Manager of Business Support Headquarters and Financing Support Group Manager since 2019.
Thus, he has plenty of experience and knowledge regarding business administration in general, andthose of audit and corporate planning divisions. Considering these records, the Bank believes that heis qualified for further enhancing corporate governance of the Bank, and has thus nominated him asa candidate for Director.

Number ofshares of the
Bank held

April
1986
February 2003
December 2004

8

2,155

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
June
July
January
June

Joined 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 Office and General Manager, Takahama
Branch, the Bank
June
2014 Compliance Management Team Leader, Risk
Management Group and General Manager, Customer
Masatake Yoshida
Service Office, the Bank
(October 2, 1966)
June
2017 Operating Officer, General Manager, Tsuruga Area
(To be newly
Management Office and General Manager, Tsuruga
appointed)
Branch, the Bank
March
2019 Operating Officer, General Manager, Tsuruga Area
Management Office, General Manager, Tsuruga
6
Branch and General Manager, Tsurugaminato Branch,
the BankJune2019 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>
After joining the Bank in 1989, Mr. Masatake Yoshida has been engaged especially in the corporate
business and also served as General Manager of branches and Compliance Management Team
Leader. Further, he has served as Operating Officer, which is the highest managerial position of theBank, since 2017 and Statutory Executive Officer and General Manager of the Head OfficeBusiness Division since 2019. Thus, he has plenty of experience and knowledge regarding practiceof business management and compliance. Considering these records, 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

1989
2007
2009
2011
2012

9

2,436

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April

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 OFFICE7(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. Considering these track records, 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 he can properly perform his duties as an Outside Director
although he does not have direct experience in corporate management. 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.

Number ofshares of the
Bank held

1991

10

1,800

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April

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
April
2004
Assistant Professor, Research Institute for Regional
Economics, Fukui Prefectural University
July
2008
Associate Professor, Research Institute for Regional
Economics, Fukui Prefectural University
April
2009
Professor and Doctor (Economics), Research Institute
Masaru Nambo
for Regional Economics, Fukui Prefectural University(May 17, 1953)
April
2012
Leader, Local Economic Department, Professor andDoctor (Economics), Research Institute for Regional(To be reappointed)
Economics, Fukui Prefectural University
June
2015
Director, the Bank
(to present)
April
2017
Director, Professor and Doctor (Economics), Research
8
Institute for Regional Economics, Fukui Prefectural
University
April
2019
Director, Specially Appointed Professor and Doctor(Economics), Research Institute for Regional
Economics, Fukui Prefectural University(to present)
June
2020
Outside Director, Fukuvi Chemical Industry Co., Ltd.
(to present)<Significant concurrent positions>
Director, Specially Appointed Professor and Doctor (Economics), ResearchInstitute for Regional Economics, Fukui Prefectural University
Outside Director, Fukuvi Chemical Industry Co., Ltd.
<Reasons for nominating the candidate for Outside Director and expected roles>
Mr. Masaru Nambo is knowledgeable as Specially Appointed Professor and Doctor (Economics) of
Fukui Prefectural University with abundant expertise and extensive knowledge particularly
concerning local economy. As a Director since 2015 and an Outside Director since 2016, he has
been providing accurate suggestions and advice from an independent and objective standpoint at theBoard of Directors. Considering these track records, the Bank believes that he is qualified forsupervising promotion 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 although he does not have direct experience in corporate management. Thus, theBank has nominated him as a candidate for Outside Director. His tenure of office as Outside
Director of the Bank will be five years at the conclusion of this Annual General Meeting of
Shareholders.

11

1,600

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
April
April

Joined Hitachi, Ltd.
Part-time Assistant Professor, University of Tsukuba
Trustee, Fujimura Girls' Junior and Senior High School(to present)
April
2012
Administrative Council Member, University of Tsukuba
April
2014
Visiting Professor, Tokyo Women's College of Physical
Education & Tokyo Women’s Junior College of Physical
Education
June
2014
Advisory Meeting Member, The Tokyo Organising
Committee of the Olympic and Paralympic Games(to present)
June
2014
Council Member, Japan Volleyball Association(to present)
June
2016
President, Japan Basketball Association(to present)
Yuko Mitsuya
May
2017
Central Board Member, the International Basketball(July 29, 1958)
Federation(to present)(To be reappointed)
March
2018
Representative Director, SORA Inc.
(to present)
June
2018
Director, the Bank
(to present)
9
June
2019
Outside Member of the Board, DENSOCORPORATION(to present)
June
2019
Outside Director, JXTG Holdings, Inc. (currently
ENEOS Holdings, Inc.)(to present)<Significant concurrent positions>
President, Japan Basketball Association
Representative Director, SORA Inc.
Outside Member of the Board, DENSO CORPORATION
Outside Director, ENEOS Holdings, Inc.
<Reasons for nominating the candidate for Outside Director and expected roles>
Ms. Yuko Mitsuya is from Fukui prefecture, and has engaged in the promotion of the world ofJapanese sports as well as organizational management of various sport associations, and hasabundant experience and extensive knowledge in corporate management. As an Outside Director,
she has been providing accurate suggestions and advice from an independent and objective
standpoint at the Board of Directors since 2018. Considering these records, the Bank believes that
she is qualified for supervision of business administration as a whole of the Bank and further
enhancing corporate governance of the Bank. The Bank also believes that she can contribute to theefforts of the Bank for the expansion of women’s participation. Thus, the Bank has nominated her asa candidate for Outside Director. Her tenure of office as Outside Director of the Bank will be three
years at the conclusion of this Annual General Meeting of Shareholders.

Number ofshares of the
Bank held

1981
1990
2011

900

(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. Mr. Kazuhiro Uchikami, Mr. Masaru Nambo and Ms. Yuko Mitsuya are candidates for Outside Directors.
4. The Bank has notified Tokyo Stock Exchange, Inc. of the status of Mr. Kazuhiro Uchikami, Mr. Masaru
Nambo and Ms. Yuko Mitsuya as Independent Officers provided for in the regulations of the Exchange. Ifthey are nominated as originally proposed, they will continue to serve as Independent Officers.
5. 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

12

liability limitation agreements with Mr. Kazuhiro Uchikami, Mr. Masaru Nambo and Ms. Yuko Mitsuya.
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.
6. “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 is alegal 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 whose amountof 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 exceeds10% 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 whose amountof 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 Group otherthan 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 and advisory
13

5.
6.

agreements shall never be conducted with the person.
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.
A near relative shall mean a relative within the second degree of kinship and an interested
party who depends on the said person for his/her livelihood.

14