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

Securities Code: 8350
June 5, 2017
To our shareholders:
Kunihiro Takada
President
The Michinoku Bank, Ltd.
1-3-1 Katta, Aomori

Notice of the 45th Annual General Meeting of Shareholders and General Meeting of Class
Shareholders by Holders of the Common Shares
You are cordially invited to attend the 45th Annual General Meeting of Shareholders and General Meeting of Class
Shareholders by Holders of the Common Shares of The Michinoku Bank, Ltd. (the “Bank”), which will be held as
indicated below.
At the Annual General Meeting of Shareholders, Proposal No. 2 “Consolidation of Shares” and Proposal No. 3“Partial Amendments to the Articles of Incorporation” will be proposed. In accordance with Article 322, Paragraph
1, Item 1 and 2 of the Companies Act, the Bank has decided to hold a General Meeting of Class Shareholders by
Holders of the Common Shares in order to gain approval for these proposals.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or throughelectronic means (via the Internet). Please review the attached Reference Documents for General Meeting of
Shareholders and Reference Documents for General Meeting of Class Shareholders, and exercise your voting
rights by 5:00 p.m. on Tuesday, June 27, 2017 (JST).
If you plan to attend and exercise your voting rights in person
Please present the enclosed voting form at the reception desk upon your arrival.
If you plan to exercise your voting rights in writing
Please indicate your approval or disapproval of each proposal in the enclosed voting form and return the form to
the Bank by postal mail so that your vote is received by 5:00 p.m. on Tuesday, June 27, 2017 (JST).
If you plan to exercise your voting rights via the Internet
Please review “Guide to exercising voting rights via the Internet” (Japanese only) and indicate your approval ordisapproval of each proposal by 5:00 p.m. on Tuesday, June 27, 2017 (JST).
1. Date and Time: Wednesday, June 28, 2017, at 10:00 a.m. (JST)
2. Venue:
8th floor Large Conference Room, The Michinoku Bank, Ltd. Head Office
1-3-1 Katta, Aomori
3. Purpose of the Meeting
Annual General Meeting of Shareholders
Matters to be reported:
1. The Business Report and Non-consolidated Financial Statements for the 45th fiscal year (from April 1,2016 to March 31, 2017)
2. The Consolidated Financial Statements for the 45th fiscal year (from April 1, 2016 to March 31, 2017) andthe results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Committee
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Consolidation of Shares
Proposal No. 3
Partial Amendments to the Articles of Incorporation
Proposal No. 4
Election of Five Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)- 1 -General Meeting of Class Shareholders by Holders of the Common Shares
Matters to be resolved:
Proposal No. 1
Consolidation of Shares
Proposal No. 2
Partial Amendments to the Articles of Incorporation

Among the documents to be provided to this Notice, the items below are posted on the Bank’s Internet website pursuant to laws
and regulations, as well as Article 20 of the Articles of Incorporation; therefore, they are not included in this Notice. The Nonconsolidated Financial Statements and Consolidated Financial Statements included in the attached documents of this Notice wereamong the documents audited when the Financial Auditor and Audit & Supervisory Committee created the accounting audit reportand audit report.
1) Notes to the Non-consolidated Financial Statements
2) Notes to the Consolidated Financial Statements
In case there are any required changes to the Reference Documents for General Meeting of Shareholders, Business Report, Nonconsolidated Financial Statements or Consolidated Financial Statements, these revisions will be posted on the Bank’s website.
Michinoku Bank website: http://www.michinokubank.co.jp/- 2 -Reference Documents for General Meeting of Shareholders
Proposals and Reference Materials
Proposal No. 1

Appropriation of Surplus

The Bank proposes to appropriate surplus as follows:
Year-end dividends
The Bank has given consideration to the continuation of stable dividends payments and the business performanceof the fiscal year, and it proposes to pay year-end dividends for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property, and the aggregate amount thereof
The Bank proposes to pay a dividend of ¥2 per common share and ¥2.835 per share of Class A preferredshare.
In this event, the total dividends will be ¥473,434,694.
(Common shares: ¥360,034,694; Class A preferred shares: ¥113,400,000)
Accordingly, the dividend for the fiscal year, including the interim dividend, will be ¥4 per common shareand ¥5.67 per share of Class A preferred share.
Effective date of dividends of surplus
The effective date of dividends will be Thursday, June 29, 2017.

- 3 -Proposal No. 2

Consolidation of Shares

1. Reasons for the need to consolidate shares
All Japanese stock exchanges have announced the “Action Plan for Consolidating Trading Units” with the aimof unifying the trading units for common shares of domestic companies listed on Japanese stock exchanges to
100 shares. As a company listed on the Tokyo Stock Exchange, the Bank shall respect this intention and shallchange the trading unit (the number of shares constituting one unit) of common shares from 1,000 shares to
100 shares through Proposal No.3, “Partial Amendments to the Articles of Incorporation.” Along with thechange in the number of shares constituting one unit, the Bank shall execute a consolidation of shares tomaintain the level of investment units preferred by Japanese stock exchanges (more than ¥50,000, less than
¥500,000). Accordingly, the Bank proposes to change the number of shares constituting one unit of Class A
preferred shares from 1,000 shares to 100 shares through Proposal No.3. “Partial Amendments to the Articles
of Incorporation” as the same manner as common shares in order prevent any fluctuation in the value of theseshares. As such, the Bank proposes to conduct a consolidation of shares to consolidate ten shares into one
share.
2. Ratio of Consolidation
Bank proposes to conduct a consolidation of shares to consolidate ten shares into one share for both common
and Class A preferred shares.
3. Effective date of consolidation of shares
Sunday, October 1, 2017
4. Type of shares to be consolidated
Common shares and Class A preferred shares.
5. Total number of shares authorized to be issued as of the effective date
60,000,000 shares (current number is 600,000,000 shares)
6. Details and effect of consolidation
On October 1, 2017, the Bank will conduct a consolidation of shares to consolidate ten shares into one sharefor both common and Class A preferred shares based on the number held by shareholders recorded in the
Shareholders Registry at end of day on September 30, 2017. As a result of the consolidation of shares, the total
number of issued shares will be reduced to one tenth of the number. However, because net assets etc., will notchange due to this consolidation, net assets per share will increase by ten times its value before theconsolidation. As such, there will be no change in the asset value of shares of the Bank held by eachshareholder, excluding any other causes such as fluctuations in the stock market.
7. OtherConsolidation of shares relating to this proposal can only take effect after Proposal No. 3 “Partial Amendments
to the Articles of Incorporation” is approved, and consolidation of shares relating to this proposal and partial
amendments of Articles of Incorporation relating to Proposal No. 3 are approved by both the General Meetingof Class Shareholders by Holders of the Common Shares and the General Meeting of Class Shareholders by
Holders of the Class A Preferred Shares.

- 4 -Proposal No. 3

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) If Proposal No. 2 “Consolidation of Shares” is approved, the total number of issued shares for bothcommon shares and Class A preferred shares will be reduced. As a result, the Bank shall reduce the total
number of shares authorized to be issued for both common shares and Class A preferred shares as set in
Article 6 of the current Articles of Incorporation based on the consolidation of shares ratio.
(2) The Bank shall respect the intention of the “Action Plan for Consolidating Trading Units” as announced
by all Japanese stock exchanges and shall change the number of shares constituting one unit of commonshares from 1,000 shares to 100 shares. The Bank also proposes to change the number of sharesconstituting one unit of Class A preferred shares from 1,000 shares to 100 shares in order prevent any
fluctuation in the value of these shares. In order to do this, the Bank shall amend Article 8 of the current
Articles of Incorporation (Number of Shares Constituting One Unit).
(3) This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” is approved, and consolidation of shares relating to Proposal No. 2 and partial
amendments of Articles of Incorporation relating to this proposal are approved by both the General
Meeting of Class Shareholders by Holders of the Common Shares and the General Meeting of Class
Shareholders by Holders of the Class A Preferred Shares. The Bank proposes to set a supplementaryprovision to make these amendments effective as of October 1, 2017, the effective date of theconsolidation of shares. On this date, these provisions shall be deleted from the Articles of Incorporation.
2. Details of the amendments
The details of the amendments are as follows:(Amendments are underlined)
Proposed Amendments
Chapter II
SharesCurrent Articles of Incorporation
Chapter II
Shares
Article 6.
(Total Number of Shares Authorized to Be Issued and Total
Number of Class Shares Authorized to Be Issued)
The total number of shares of the Bank authorized to be issued
shall be 600,000,000. The total number of common shares of
the Bank authorized to be issued shall be 600,000,000. The
total number of Class A preferred shares of the Bankauthorized to be issued shall be 300,000,000.
Article 8.
(Number of Shares Constituting One Unit)
The number of shares constituting one unit for all classes ofshares of the Bank shall be 1,000.
(Omitted)(Newly established)

Article 6.
(Total Number of Shares Authorized to Be Issued and Total
Number of Class Shares Authorized to Be Issued)
The total number of shares of the Bank authorized to be issued
shall be 60,000,000. The total number of common shares of the
Bank authorized to be issued shall be 60,000,000. The total
number of Class A preferred shares of the Bank authorized to
be issued shall be 30,000,000.
Article 8.
(Number of Shares Constituting One Unit)
The number of shares constituting one unit for all classes ofshares of the Bank shall be 100.
(Omitted)
Supplementary Provisions
Article 1.
The amendments to Article 6 (Total Number of Shares
Authorized to Be Issued and Total Number of Class Shares
Authorized to Be Issued) and Article 8 (Number of Shares
Constituting One Unit) shall take effect on October 1, 2017.
This provision shall be deleted upon effectuation of theamendments.

In accordance with Article 182, Paragraph 2 of the Companies Act, the amendments to Article 6 (Total Number of
Shares Authorized to Be Issued and Total Number of Class Shares Authorized to Be Issued) changing the total
number of shares authorized to be issued from 600,000,000 to 60,000,000 shall take effect on October 1, 2017, theeffective date of the consolidation of shares.

- 5 -Proposal No. 4

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

The terms of office for five Directors (excluding Directors who are Audit & Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this annual general meeting of shareholders.
Therefore, the Bank proposes the election of five Directors.
Each candidate for Director is highly versed in bank operations and can utilize his or her knowledge andexperience to precisely, fairly, and effectively execute the management of the Bank. The Bank chose the candidates
because each one can be expected to strengthen the supervisory and decision-making functions of the Board of
Directors.
Furthermore, the Audit & Supervisory Committee has determined that the candidates for Director have been
selected through a fair process based on the policies for selection of Directors at the Meeting for Nomination andRemuneration (a majority of the members of this meeting are made up of outside experts and outside Directors)
and each candidate is appropriate for the position of Director of the Bank. The Audit & Supervisory Committee has
also determined that the design of remuneration system and the calculation of remuneration amount for Directors
are being conducted appropriately.
The candidates for Director are as follows:
Candidate
Name
No.
1
Yasuo Sugimoto

Position and responsibility in the Bank
Reelection

2

Kunihiro Takada

Reelection

3

Masahiro Kato

Reelection

4

Seiichi Kumagai

5

Yumiko Kamada

Reelection
OutsideIndependent
officer
Reelection
OutsideIndependent
officer

ChairmanPresident and Chief Executive Officer(Audit Division)
Vice-president and Executive Officer(In charge of Regional Revitalization)
Outside Director

Outside Director- 6 -Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
June 1969
Dec. 1989
Apr. 1991
Apr. 1994
June 1996
Oct. 1997
June 2000

Yasuo Sugimoto(February 27, 1947)
Reelection

Jan. 2001
Aug. 2002
June 2003

1
June 2004
Apr. 2005

2

Joined Hirosaki Sogo Bank
General Manager of Nejou Branch Office of the
Bank
General Manager of Kokudou Branch Office
General Manager of Business Promotion Div.
Director and General Manager of Business
Promotion Div.
Director and General Manager of Planning &Coordination Div.
Managing Director and General Manager of
Personnel Div.
Managing Director
Director
Director, General Manager of Furukawa Branch
Office, and General Manager of Universe
Okidate Branch Office
Representative Director and President ofMichinoku UC Card Co., Ltd.
Representative Director and President ofMichinoku Card Co., Ltd.
Advisor of the Bank
President
President and Chief Executive Officer
Chairman
Chairman (current position)

Type and numberof Bank’s shares
ownedCommon shares
66,632 shares

June 2005
June 2005
Mar. 2006
June 2013
June 2016
Reasons for nomination as candidate for Director
Yasuo Sugimoto served as President from June 2005 until taking the position of Chairman in June 2013. He has greatly
contributed to the Bank’s initiatives to improve corporate governance by implementing reforms to management andoperations. The Bank nominates him as candidate for Director because in addition to being trusted in society, he isfamiliar with the management of the Bank based on a wealth of experience, a history of performance, and theknowledge and ability to manage the Bank properly, fairly, and efficiently.
Apr. 1981
Joined the Bank
Apr. 1999
General Manager of Koyanagi Branch Office
June 2002
General Manager of Katada Branch Office
Dec. 2005
General Manager of Management Planning
DivisionMar. 2006
Executive Officer and General Manager ofManagement Planning Division
Kunihiro Takada(May 18, 1957)
June 2006
Director, Executive Officer, and General
Common shares
Manager of Management Planning Division
21,399 shares
Reelection
Apr. 2007
Director and Executive Officer
Mar. 2008
Director and Managing Executive Officer
June 2012
Vice-president and Executive Officer
June 2013
President and Chief Executive Officer (current
position)[Areas of responsibility in the Bank]
Audit Division
Reasons for nomination as candidate for Director
Kunihiro Takada has a wealth of experience in both the Head Office and branch locations. After assuming office of
Director, he worked as the officer in charge of management planning, audit, and systems-related duties. Therefore, he
has thorough knowledge about the overall operations of the Bank. He has served as President since June 2013. He has
fulfilled his responsibility and duties to improve corporate governance of the Bank. The Bank nominates him as
candidate for Director because in addition to being trusted in society, he possesses experience, a history of performance,
and the knowledge and ability to manage the Bank properly, fairly, and efficiently.

- 7 -Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank
Mar. 1972
Apr. 1997

3

4

Type and numberof Bank’s shares
ownedJoined Hirosaki Sogo Bank
Deputy Manager of Hachinohe Branch Officeof the Bank
June 1998
General Manager of Kikyou Branch Office
Apr. 2001
General Manager of Kokudou Branch Office
June 2003
General Manager of Hachinoheekimae Branch
OfficeMasahiro Kato
July 2005
General Manager of Sales Division
Common shares(November 22, 1953)
Mar. 2006
Executive Officer and General Manager of
7,299 shares
Hachinohe Branch Office
Reelection
Apr. 2009Managing Executive Officer
June 2012
Director and Managing Executive Officer
June 2013
Director and Senior Executive Officer
June 2016
Vice-president and Executive Officer (current
position)[Areas of responsibility in the Bank]In charge of Regional Revitalization
Reasons for nomination as candidate for Director
Masahiro Kato has a wealth of experience in both the Head Office and branch locations. After assuming office of
Director, he worked as the officer in charge of sales promotion and credit-related divisions. He has served as Vicepresident and Executive Officer of the Bank since June 2016. Therefore, he has thorough knowledge about the overall
operations of the Bank. The Bank nominates him as candidate for Director because in addition to being trusted insociety, his many years as the officer in charge of sales promotion of the Bank as a whole fostered a wealth ofexperience and the knowledge to manage the Bank properly, fairly, and efficiently while improving results.
Apr. 1989
Registered as an attorney with Tokyo Bar
Association
Apr. 1989
Joined Tatsumi Law Office
Apr. 1992
Attorney at Kumagai Law Office
Apr. 1998
Attorney at Taiyo Sogo Law OfficeNov. 2002
Attorney at Aoba Sogo Law Office
Apr. 2006
Outside Audit & Supervisory Board Member of
Toyota Corolla Hachinohe Co., Ltd (current
position)
Seiichi Kumagai
July 2007
Representative for Legal Professional(April 9, 1948)
Corporation Aoba Sogo Law Office (current
Common shares
position)
Reelection– shares
July 2008
Outside Audit & Supervisory Board Member of
OutsideTHE DAILY TOHOKU SHIMBUN, Inc.
Independent officer(current position)
June 2011
Outside Director of the Bank (current position)[Significant concurrent positions outside the Bank]
Representative for Legal Professional Corporation Aoba Sogo
Law OfficeOutside Audit & Supervisory Board Member of Toyota Corolla
Hachinohe
Outside Audit & Supervisory Board Member of THE DAILYTOHOKU SHIMBUN, Inc.
Reasons for nomination as candidate for outside Director
Seiichi Kumagai possesses a wealth of legal knowledge and experience as an attorney at law. He has provided the Bank
with advice and suggestions on a timely basis from an independent and objective perspective. The Bank proposes theelection of him as candidate for outside Director because his advice and suggestions to the Board of Directors regarding
legality and organizational management, etc. can be expected to contribute to the further strengthening of the Bank’s
corporate governance.

- 8 -Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Bank, andsignificant concurrent positions outside the Bank

Type and numberof Bank’s shares
owned

Apr. 1989
June 2005

5

Notes:

Joined East Japan Railway Company
President and CEO of JR East Station RetailingCo., Ltd.
Nov. 2008
General Manager of Life-style Business
Development Headquarters of East Japan
Railway Company (Regional Revitalization,
Childcare Services)
May 2013
Deputy Director of Frontier Service
Development Laboratory, Research andYumiko Kamada
Development Center(February 23, 1966)
Jan. 2015
Retired from East Japan Railway Company
Common shares
Reelection
Feb. 2015
Senior Executive Officers of Calbee, Inc.
– shares
Outside(current position)
Independent officer
Feb. 2015
Part-time Director of LUMINE Co., LTD.
(current position)
Mar. 2015
Outside Director of POLA ORBIS HOLDINGS
INC. (current position)
June 2015
Outside Director of the Bank (current position)[Significant concurrent positions outside the Bank]
Senior Executive Officer of Calbee, Inc.
Part-time Director of LUMINE Co., LTD.
Outside Director of POLA ORBIS HOLDINGS INC.
Reasons for nomination as candidate for outside Director
Yumiko Kamada possesses a wealth of experience and a vast knowledge from working in areas of customer service andnew business development in a different industry. She has provided the Bank with advice and suggestions on a timely
basis from an independent and objective perspective. The Bank nominates her as candidate for outside Director because
her advice and suggestions to the Board of Directors can be expected to contribute to the further strengthening of theBank’s corporate governance and improvement of customer services.
1. There is no special interest between the candidates for Director and the Bank.
2. Seiichi Kumagai and Yumiko Kamada are candidates for outside Director.
3. Seiichi Kumagai and Yumiko Kamada are currently outside Directors of the Bank. At the conclusion of this Meeting,Seiichi Kumagai and Yumiko Kamada’s tenure as outside Directors will have been six years and two years,
respectively.
4. Limited liability agreements with candidates for Director
The Bank has signed an agreement with the candidates for outside Directors Seiichi Kumagai and Yumiko Kamada tolimit their damage liabilities to the Bank. A summary of the details of the agreement are as follows:- In cases where outside Directors are liable for any damages arising from his or her negligence to the Bank, they shallcompensate for such damages only to the total of the amounts stipulated in each item of Article 425, paragraph 1 of
the Companies Act.
- The limitation of the liability above shall apply only when the outside Director acted in good faith and without grossnegligence in performing the duties giving rise to said liabilities.
This agreement will continue to be in effect when the reelection of Seiichi Kumagai and Yumiko Kamada is approved.
5. Candidates for outside Director Seiichi Kumagai and Yumiko Kamada are free of any conflicts of interest withshareholders and thus fulfill the requirements for independent officers as defined by the Tokyo Stock Exchange. If theirreelections are approved, the Bank plans to once again designate them as independent officers.

- 9 -Reference Documents for General Meeting of Class Shareholders
Proposals and Reference Materials
Proposal No. 1

Consolidation of SharesThis proposal is identical with Proposal No. 2 “Consolidation of Shares” as stated in the Reference Documents for
General Meeting of Shareholders.
Consolidation of shares relating to this proposal can only take effect after Proposal No. 2 “Consolidation of
Shares” is approved, and consolidation of shares relating to this proposal and partial amendments of Articles ofIncorporation relating to Proposal No. 2 are approved by both the General Meeting of Shareholders by and theGeneral Meeting of Class Shareholders by Holders of the Class A Preferred Shares.

Proposal No. 2

Partial Amendments to the Articles of Incorporation

This proposal is identical with Proposal No. 3 “Partial Amendments to the Articles of Incorporation” as stated in
the Reference Documents for General Meeting of Shareholders.
Partial amendments of Articles of Incorporation relating to this proposal can only take effect after Proposal No. 1“Partial Amendments of Articles of Incorporation” is approved, and consolidation of shares relating to Proposal
No. 1 and partial amendments of Articles of Incorporation relating to this proposal are approved by both the
General Meeting of Shareholders and the General Meeting of Class Shareholders by Holders of the Class A
Preferred Shares.

- 10 -