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 other formsof damages arising from the translations.

(Securities Code: 8386)
June 7, 2023
(Start Date of Measures for Electronic Provision: June 1, 2023)
To Shareholders with Voting Rights:
Yujiro Ayada
President
The Hyakujushi Bank, Ltd.
5-1, Kamei-cho, Takamatsu,
Kagawa, JapanNOTICE OF CONVOCATION OF
THE 154TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you that we will hold the 154th Annual General Meeting of Shareholders (the“Meeting”) of The Hyakujushi Bank, Ltd. (the “Bank”). The Meeting will be held for the purposes as described
below.
In convening the Meeting, we have taken measures for electronic provision, posting information containedin the Reference Documents for the General Meeting of Shareholders (the “matters subject to measures forelectronic provision”) on our website on the Internet as “NOTICE OF CONVOCATION OF THE 154TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS.”
The Bank’s website
https://www.114bank.co.jp/ir/annual_report_shareholders_meeting/
The matters subject to measures for electronic provision are also posted on the website of Tokyo Stock
Exchange (TSE) on the Internet. Please access the TSE website (Listed Company Search) below, enter“Hyakujushi Bank” in the “Issue name (company name)” or “8386” in the “Code” and click “Search,” and thenselect “Basic information” followed by “Documents for public inspection/PR information” to view such matters.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the Meeting, you can exercise your voting rights via the Internet or in writing (bypost). Please review the Reference Documents for the General Meeting of Shareholders included in the matterssubject to measures for electronic provision and exercise your voting rights by 5:00 p.m. on Wednesday, June
28, 2023, Japan Standard time (JST) following the Instructions for the Exercise of Voting Rights.

11. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. JST

2. Place:

5F Hall, Head Office of the Bank, 5-1, Kamei-cho, Takamatsu, Kagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and the Non-consolidated Financial Statements for the
Bank’s 154th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. The Consolidated Financial Statements for the Bank’s 154th Fiscal Year(from April 1, 2022 to March 31, 2023) and results of audits of theConsolidated 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 Eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
Proposal No. 3: Election of Seven (7) Directors serving as Audit and Supervisory Committee
Members2

Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal No. 1: Appropriation of Surplus
Concerning the appropriation of surplus, under the Bank’s basic policy of providing dividends by consideringa stable return of profits to the shareholders, upon a comprehensive deliberation on the degree of enhancementof internal reserve, profitability condition, and management environment, etc., the Bank proposes that the yearend dividends for the fiscal year under review be paid as follows.
1. Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount40 yen per share of common stock, for a total of 1,159,844,520 yen
As a result, dividends to be paid for the full year, including the interim dividend (35 yen per share)already paid, will be 75 yen per share (an increase of 5 yen year over year).
(3) Effective date of distribution of surplus
June 30, 2023
2. Other matters concerning the appropriation of surplus(1) Item and amount of surplus to be increased
General reserve(2) Item and amount of surplus to be decreased
Retained earnings brought forward

3

6,000,000,000 yen
6,000,000,000 yen

Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit and Supervisory
Committee Members; hereinafter the same applies within this proposal) will expire at the close of this Meeting.
Therefore, the election of eight (8) Directors is proposed.
The Audit and Supervisory Committee has considered the proposal and came to the conclusion that there wereno special matters that needed to be presented at the General Meeting of Shareholders in accordance with theCompanies Act.
The candidates for Director are as follows:
No.

Name

Current position, etc. at the Bank

1

Yujiro Ayada(Reappointment) (Male)

2

Ryohei Kagawa(Reappointment) (Male)

3

Kiichiro Oyama(Reappointment) (Male)

4

Masakazu Toyoshima(Reappointment) (Male)

5

Hiroyuki Kurokawa

6
7

President(Representative Director)

Board
attendance
12/12(100%)

Director, Deputy President and CCO(Representative Director)
Director and Senior Managing
Executive Officer(Representative Director)
Director and Managing Executive
Officer

12/12(100%)(Reappointment) (Male)

Director and Managing Executive
Officer

12/12(100%)

Hideaki Kanamoto(Reappointment) (Male)

Director and Managing Executive
Officer

12/12(100%)

Kazuhito Tada

(Reappointment) (Male)

Director and Managing Executive
Officer

9/9(100%)

12/12(100%)
12/12(100%)

Director and Managing Executive
9/9
Officer(100%)
1. The Board of Directors decided each candidate for Director upon the deliberation and reporting of theNomination and Remuneration Governance Committee, which is chaired by an Outside Director who is an
Independent Director, and comprising a majority of Outside Directors who are Independent Directors.
2. The CCO (Chief Compliance Officer) provides centralized management of the overall compliance of the
Bank.

8

Masashi Mori

(Reappointment) (Male)

4

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares of
the Bank attendance
office as
held
Director

Apr. 1982 Joined the Bank
Mar. 2006 General Manager, Ritsurin Branch,
the Bank
Apr. 2008 General Manager, Nagoya Branch,
the Bank
Apr. 2010 General Manager, Business
Management Division, the Bank
Apr. 2012 Executive Officer and General
Manager, Tokyo Branch andYujiro Ayada
General Manager in charge of(May 10, 1959)
8 years (atTokyo Public Affairs, the Bank(64)
theclose ofApr. 2014 Managing Executive Officer, the
this
Bank
Reappointment
Meeting)
Jun. 2015 Director and Managing Executive(Male)
Officer, the Bank
Apr. 2016 Director and Senior Managing
Executive Officer, the Bank
Apr. 2017 President, the Bank (to present)
1(Responsibility)
Auditing Division(Significant concurrent position)
Chairman, Kagawa Prefecture Bankers
Association

52,266
shares12/12(100%)

Reasons for nomination as a candidate for Director
Yujiro Ayada has served as Director and Managing Executive Officer since Jun. 2015, Director andSenior Managing Executive Officer since Apr. 2016, and President since Apr. 2017 after having
served as General Manager of Business Management Division, and General Manager of Tokyo
Branch, etc. He has demonstrated strong management capability in overall bank management, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he cancontribute to the development of the Bank with his wealth of knowledge, broad experience, andexcellent judgment and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

5

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr. 1982 Joined the Bank
Apr. 2010 General Manager, Corporate
Planning Division, the Bank
Apr. 2012 Executive Officer and General
Manager, Kobe Branch, the Bank
Apr. 2014 Managing Executive Officer, theBank
Jun. 2014 Director and Managing Executive
Officer, the Bank
Apr. 2016 Director and Senior Managing
Ryohei Kagawa
Executive Officer, the Bank
(Nov. 21, 1958)
Apr. 2019 Director, Senior Managing
9 years (at(64)
Executive Officer and CCO, thethe close of
Bank
this
Reappointment
Apr. 2021 Director, Deputy President andMeeting)
CCO, the Bank (to present)(Male)(Responsibilities)
Supervisor of Corporate Administration Sector,
Compliance Management Division and Executive
Secretariat Office2(Significant concurrent positions)
President, Hyakujushi Economic ResearchInstitute
Outside Director (Audit and Supervisory
Committee Member), Shikoku Electric Power
Co., Inc.
Reasons for nomination as a candidate for Director

5,877
shares12/12(100%)

Ryohei Kagawa has served as Director and Managing Executive Officer since Jun. 2014, Director
and Senior Managing Executive Officer since Apr. 2016, and Director and Deputy President since
Apr. 2021 after having served as General Manager of Corporate Planning Division, and General
Manager of Kobe Branch, etc. At present, he is supervising the Bank’s Corporate Administration
Sector while concurrently serving as Chief Compliance Officer (CCO) since Apr. 2019, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he cancontribute to the development of the Bank with his wealth of knowledge and experience, andextensive insight, and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

6

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr. 1983 Joined the Bank
Jul. 2007 Deputy General Manager, Tokyo
Branch, the Bank
Jul. 2008 Deputy General Manager, Central
Business Division, the Bank
Apr. 2011 General Manager, Hiroshima
Branch, the Bank
Apr. 2013 Deputy General Manager,
Business Management Division,
the Bank
Kiichiro Oyama(Jun. 25, 1959) Apr. 2014 Executive Officer and General
6 years (at(64)
Manager, Okayama Branch, thethe close of
Bank
this
Reappointment Apr. 2017 Managing Executive Officer, theMeeting)
Bank(Male)
Jun. 2017 Director and Managing Executive
Officer, the Bank
Apr. 2021 Director and Senior Managing
Executive Officer, the Bank (topresent)
3(Responsibilities)
Supervisor of Market Sector and Marketing
Related Sector,
Business Strategy Division and Business Support
Division
Reasons for nomination as a candidate for Director

4,553
shares12/12(100%)

Kiichiro Oyama has served as Director and Managing Executive Officer since Jun. 2017 andDirector and Senior Managing Executive Officer since Apr. 2021 after having served as General
Manager of Hiroshima Branch, Deputy General Manager of Business Management Division, andGeneral Manager of Okayama Branch, etc. At present, he is supervising the Bank’s Market Sector
and Marketing Related Sector, and is appropriately fulfilling his responsibilities and duties. The
Bank has determined that he can contribute to the development of the Bank with his wealth ofknowledge and experience of the marketing field and be expected to strengthen the Board of
Directors’ decision-making and monitoring/supervisory functions. Therefore, the Bank requests hiselection as Director.

7

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr. 1985 Joined the Bank
Oct. 2011 Deputy General Manager, Business
Management Division, the Bank
Apr. 2012 Deputy General Manager, Credit
Supervision Division, the Bank
Apr. 2013 General Manager, Corporate
Masakazu
Planning Division, the Bank
Toyoshima(Mar. 5, 1963) Apr. 2015 Executive Officer and General
6 years (atManager, Corporate Planning(60)
the close of
Division, the Bank
this
Reappointment Apr. 2017 Managing Executive Officer, theMeeting)
Bank
Jun. 2017 Director and Managing Executive(Male)
Officer, the Bank (to present)(Responsibilities)
Risk Control Division, Operations Supervision
4
Division and Central Operations Division

4,751
shares12/12(100%)

Reasons for nomination as a candidate for Director
Masakazu Toyoshima has served as Director and Managing Executive Officer since Jun. 2017 after
having assumed important positions of headquarters including Deputy General Manager of Business
Management Division, Deputy General Manager of Credit Supervision Division and General
Manager of Corporate Planning Division. He is currently in charge of the Bank’s Risk Control
Division, Operations Supervision Division, and Central Operations Division, and is appropriately
fulfilling his responsibilities and duties. The Bank has determined that he can contribute to thedevelopment of the Bank with his specialized knowledge and experience of the corporate planningand IT fields and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

8

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr. 1986 Joined the Bank
Jan. 2009 Deputy General Manager, Tokyo
Branch, the Bank
Apr. 2011 General Manager, Fukuoka Branch,
the Bank
Hiroyuki
Apr. 2014 Deputy General Manager, Credit
Kurokawa
Supervision Division, the Bank(May 31, 1962)
4 years (atApr. 2016 Executive Officer and General(61)
theclose ofManager, Tokyo Branch andthis
General Manager in charge ofReappointment
Meeting)
Tokyo Public Affairs, the Bank
Apr. 2019 Managing Executive Officer, the(Male)
Bank
Jun. 2019 Director and Managing Executive
Officer, the Bank (to present)(Responsibility)5
Credit Supervision Division

4,400
shares12/12(100%)

Reasons for nomination as a candidate for Director
Hiroyuki Kurokawa has served as Director and Managing Executive Officer mainly in charge of
the Treasury and International Division since Jun. 2019 after having served as General Manager of
Fukuoka Branch, Deputy General Manager of Credit Supervision Division, and General Manager ofTokyo Branch, etc. He is currently in charge of the Bank’s Credit Supervision Division, and isappropriately fulfilling his responsibilities and duties. The Bank has determined that he cancontribute to the development of the Bank with his accumulated wealth of knowledge andexperience and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

9

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr.
Oct.

1985 Joined the Bank
2011 General Manager, Himeji Branch,
the Bank
Apr. 2014 General Manager, Takamatsu
Branch, the Bank
HideakiApr. 2016 General Manager, Personnel
Kanamoto
Division, the Bank
(Dec. 11, 1962) Apr. 2018 Executive Officer and General
2 years (at(60)
theclose ofManager, Personnel Division, the
this
Bank
Reappointment
Meeting)
Apr. 2021 Managing Executive Officer, theBank(Male)
Jun. 2021 Director and Managing Executive
Officer, the Bank (to present)(Responsibilities)
6
Consulting Division, Regional Vitalization
Division and Retail Business Promotion Division
Reasons for nomination as a candidate for Director

2,800
shares12/12(100%)

Hideaki Kanamoto has served as Director and Managing Executive Officer mainly in charge of the
Personnel Division since Jun. 2021 after having served as General Manager of Himeji Branch,
General Manager of Takamatsu Branch, and General Manager of Personnel Division, etc. He iscurrently in charge of the Bank’s Consulting Division, Regional Vitalization Division and Retail
Business Promotion Division, and is appropriately fulfilling his responsibilities and duties. The
Bank has determined that he can contribute to the development of the Bank with his accumulated
wealth of knowledge and experience and be expected to strengthen the Board of Directors’ decisionmaking and monitoring/supervisory functions. Therefore, the Bank requests his election as Director.

10

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr. 1990 Joined the Bank
Apr. 2015 General Manager, Matsuyama
Branch, the Bank
Apr. 2017 General Manager, Kobe Branch, theBank
Apr. 2019 Executive Officer and General
Manager, Tokyo Branch andKazuhito Tada
General Manager in charge of(Feb. 25, 1968)
1 year (atTokyo Public Affairs, the Bank(55)
the close ofApr. 2021 Executive Officer and General
thisManager, Business Strategy
Reappointment
Meeting)
Division, the Bank
(Male)
Apr. 2022 Managing Executive Officer, theBank
Jun. 2022 Director and Managing Executive
Officer, the Bank (to present)
7(Responsibilities)
Treasury and International Division and General
Administration Division
Reasons for nomination as a candidate for Director

1,500
shares9/9(100%)

Kazuhito Tada has served as Director and Managing Executive Officer since Jun. 2022 after having
served as General Manager of Matsuyama Branch, General Manager of Kobe Branch, General
Manager of Tokyo Branch, and General Manager of Business Strategy Division, etc. He is currently
in charge of the Bank’s Treasury and International Division and General Administration Division,and is appropriately fulfilling his responsibilities and duties. The Bank has determined that he cancontribute to the development of the Bank with his accumulated wealth of knowledge andexperience and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.

11

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears inBoard
shares ofoffice as the Bank attendance
heldDirector

Apr. 1989 Joined the Bank
Oct. 2013 General Manager, Akashi Branch,
the Bank
Apr. 2016 Assistant General Manager, Credit
Supervision Division, the Bank
Apr. 2018 General Manager, Executive
Secretariat Office, the Bank
Masashi Mori
(Nov. 27, 1966) Apr. 2020 General Manager, Business Strategy
1 year (atDivision, the Bank(56)
theclose ofApr. 2021 Executive Officer and General
thisManager, Corporate Planning
Reappointment
Meeting)
Division, the Bank
(Male)
Apr. 2022 Managing Executive Officer, theBank
Jun. 2022 Director and Managing Executive
Officer, the Bank (to present)
8(Responsibilities)
Corporate Planning Division and Personnel
Division
Reasons for nomination as a candidate for Director

1,200
shares9/9(100%)

Masashi Mori has served as Director and Managing Executive Officer since Jun. 2022 after having
served as General Manager of Akashi Branch, General Manager of Executive Secretariat Office,General Manager of Business Strategy Division, and General Manager of Corporate Planning
Division, etc. He is currently in charge of the Bank’s Corporate Planning Division and Personnel
Division, and is appropriately fulfilling his responsibilities and duties. The Bank has determined that
he can contribute to the development of the Bank with his accumulated wealth of knowledge andexperience and be expected to strengthen the Board of Directors’ decision-making andmonitoring/supervisory functions. Therefore, the Bank requests his election as Director.
(Notes)1. There are no special interests between the Bank and the candidates for Directors.
2. The Bank has concluded a directors and officers liability insurance policy as outlined below with aninsurance company, and will renew it in June 2023. The candidates for Director submitted in this
proposal are already covered by this policy and will continue to be covered after being elected.
 Percentage of premiums actually paid by the insured
The premiums for the policy and riders are paid by the Bank. Thus, the insured do not actually pay
any of the premiums.
 Outline of insurance events covered
The policy, together with the riders, covers losses that may arise due to an insured Director
assuming responsibility for the execution of their duties or receiving claims related to the pursuitof such responsibility. However, there are certain exclusions such as acts committed knowing thatthey were in violation of laws and regulations.
In addition, the policy contains provisions regarding deductibles and coinsurance, thereby
requiring the insured to bear a certain proportion of the losses.

12

Proposal No. 3: Election of Seven (7) Directors serving as Audit and Supervisory
Committee Members
The term of office of all seven (7) incumbent Directors serving as Audit and Supervisory Committee Members
will expire at the close of this Meeting. Accordingly, the election of seven (7) Directors serving as Audit andSupervisory Committee Members is proposed.
The Bank has obtained the approval of the Audit and Supervisory Committee to submit this proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name
(Male)

Director serving as an Audit andSupervisory Committee Member(Full-time)

Tatsuya Sakuma(New appointment) (Male)Managing Executive Officer andAdvisor to Auditing Division

Yasuko Yamada(Reappointment)
Outside Director serving as an(Independent(Female) Audit and Supervisory Committee
Director)
Member(Outside Director)

Nobuyuki Souda(Reappointment)(Independent
Director)(Outside Director)

Tomoko Fujimoto(Reappointment)
Outside Director serving as an(Independent(Female) Audit and Supervisory Committee
Director)
Member(Outside Director)

Noriyuki Konishi(Reappointment)(Independent
Director)(Outside Director)

Yasushi Marumori(New appointment)(Independent(Male)
Director)(Outside Director)

1

Kazuhiro Kumihashi (Reappointment)

2

3

4

5

6

7

Current position at the Bank

(Male)(Male)

Outside Director serving as an
Audit and Supervisory Committee
MemberOutside Director serving as an
Audit and Supervisory Committee
Member―Attendance
Board of Directors:
12/12 (100%)
Audit and Supervisory
Committee:
13/13 (100%)
Board of Directors:—
Audit and Supervisory
Committee:—
Board of Directors:
12/12 (100%)
Audit and Supervisory
Committee:
13/13 (100%)
Board of Directors:
11/12 (91.6%)
Audit and Supervisory
Committee:
12/13 (92.3%)
Board of Directors:
12/12 (100%)
Audit and Supervisory
Committee:
13/13 (100%)
Board of Directors:
9/9 (100%)
Audit and Supervisory
Committee:
9/9 (100%)
Board of Directors:—
Audit and Supervisory
Committee:—(Reference)If candidates for this proposal and Proposal No. 2 are elected as proposed, the ratio of Independent Outside
Directors will be not less than one third (1/3) and there will be two (2) female Directors.

13

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears in shares of the AttendanceBank held
officeApr. 1983 Joined the Bank
Oct. 2012 Deputy General Manager,
Corporate Planning Division, theBank
Apr. 2015 General Manager, Complianceand Legal Affairs Office, andDirector
Deputy General Manager, Generalserving as
Administration Division, the Bankan Audit andApr. 2016 Executive Officer, General
KazuhiroSupervisory
Manager, General Administration
Kumihashi
Committee
Division, and General Manager,(Jul. 17, 1960)
Member:Compliance and Legal Affairs(62)
2 years
Office, the Bank
Apr. 2018 Managing Executive Officer andReappointment
Director:
General Manager, Auditing
2 years
Division, the Bank
(Male)
Apr. 2021 Managing Executive Officer and(at the close
Advisor to Auditing Division, theof this1
Bank
Meeting)
Jun. 2021 Director and Audit andSupervisory Committee Member,the Bank (to present)(Significant concurrent position)—

Board ofDirectors:
12/12(100%)
2,900
sharesAudit andSupervisory
Committee:
13/13(100%)

Reasons for nomination as a candidate for Director
Kazuhiro Kumihashi has served as General Manager of Compliance and Legal Affairs Office, General
Manager of General Administration Division, and General Manager of Auditing Division, etc., and has
ample knowledge in banking operations based on these experiences. Further, he has served as Directorand Audit and Supervisory Committee Member since Jun. 2021. The Bank has determined that his
extensive experience and deep insight will contribute to enhancing the effectiveness of the decision
making of the Board of Directors as well as management supervision, and therefore requests hiselection as Director serving as an Audit and Supervisory Committee Member.

14

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Apr. 1986 Joined the Bank
Apr. 2010 General Manager, Ota Branch, theBank
Apr. 2012 Deputy General Manager,
Corporate Planning Division, theBank
TatsuyaApr. 2013 General Manager, Executive
SakumaSecretariat Office, the Bank
(Mar. 11, 1964)
Apr. 2017 Executive Officer and General(59)
Manager, Corporate Planning
Division, the Bank
New
Apr. 2021 Executive Officer and Generalappointment
Manager, Operations Supervision
Division, the Bank
(Male)
Apr. 2023 Managing Executive Officer andAdvisor to Auditing Division, the2Bank(to present)(Significant concurrent position)—

Number of Number ofyears in shares of the AttendanceBank held
officeDirector
serving asan Audit
andSupervisory
Committee
Member:― years
Director:― years

Board ofDirectors:―
3,001
sharesAudit andSupervisory
Committee:―

Reasons for nomination as a candidate for Director
Tatsuya Sakuma has served as General Manager of Ota Branch, General Manager of Executive
Secretariat Office, General Manager of Corporate Planning Division, and General Manager ofOperations Supervision Division, etc., and has ample knowledge in banking operations based on theseexperiences. The Bank has determined that his extensive experience and deep insight will contribute toenhancing the effectiveness of the decision-making of the Board of Directors as well as management
supervision, and therefore requests his election as Director serving as an Audit and Supervisory
Committee Member.

15

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Apr. 1982 Joined the Kagawa Prefectural
Government
Apr. 2008 Director, General Affairs
Concentration Division, General
Affairs Department, Kagawa
Prefectural Government
Apr. 2009 Deputy Director, Environmental
Policy Division, Environmental
and Forestry Department, and
Deputy Director, Human Rights
and Social Integration Policy
Division, General Affairs
Department, Kagawa Prefectural
Government
Yasuko Yamada
Apr. 2012 Director, General Affairs and(May 12, 1958)
Education Division, General(65)
Affairs Department, and Deputy
Director, Human Rights andReappointment
Social Integration Policy Division,(Independent
General Affairs Department,
Director)
Kagawa Prefectural Government(Outside
Apr. 2013 Secretary-General, Kagawa
Director)
Prefectural University of Health
Sciences(Female)Apr. 2014 Deputy Director-General, Healthand Welfare Department, Kagawa
Prefectural Government
3
Apr. 2015 Treasurer and Chief, Accounting
Bureau, Kagawa Prefectural
Government
Apr. 2018 Director, The Kagawa Museum(retired in Mar. 2019)
Jun. 2019 Outside Director (Audit andSupervisory Committee Member),the Bank (to present)(Significant concurrent position)—

Number of Number ofyears in shares of the AttendanceBank held
officeDirector
serving asan Audit
andSupervisory
Committee
Member:4 years
OutsideDirector:
4 years

Board ofDirectors:
12/12(100%)
0sharesAudit andSupervisory
Committee:
13/13(100%)(at the closeof thisMeeting)Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Yasuko Yamada worked for the Kagawa Prefectural Government, holding a number of important
positions in departments and divisions relating to the environment, welfare, accounting, and so forth. As
such, she has ample experience in local government, possesses expertise in particular on regional
revitalization and financial accounting, and has excellent personality and insights. Further, she hasserved as the Bank’s Director and Audit and Supervisory Committee Member since Jun. 2019, and has
been appropriately supervising its management. Thus, the Bank has determined that she will continue tocontribute to management supervision as an Audit and Supervisory Committee Member with anindependent standpoint. If elected, albeit having no direct experience in corporate management, she isexpected to play the role of providing guidance and suggestions that facilitate regional revitalizationand customer services, drawing on her experience and knowledge accumulated on the front line of local

16

government. For that reason, the Bank requests her election as Outside Director serving as an Audit andSupervisory Committee Member.
Note on the candidate for Outside Director
Yasuko Yamada is a former affiliate of the Kagawa Prefectural Government, a customer of the Bank.
Whereas the Bank has deposit and loan transactions with the Kagawa Prefectural Government, the ratioof the Bank’s consolidated gross profit by transactions with the Kagawa Prefectural Government against
its total consolidated gross profit for the latest business year was less than 2%. Although the Bank has
made donations to the Kagawa Prefectural Government, the amount is less than 10 million yen per year
as an average for the last three years. Therefore, the Bank determines that this factor does not affect her
independence. In addition, four (4) years and two (2) months have already passed since she retired fromthe Kagawa Prefectural Government.

17

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears in shares of the AttendanceBank held
officeApr. 1986 Joined Nippon Life Insurance
Company
Mar. 2014 Executive Officer and General
Manager, Affiliated Business
Dept., Nippon Life Insurance
Company
Mar. 2016 Executive Officer, General
Manager, Affiliated Business
Dept. and Adviser (Corporate
Planning Dept.), Nippon Life
Insurance Company
Mar. 2017 Executive Officer, Deputy General
Manager, Agency Marketing
Headquarters, and Deputy General
Manager, Financial Institution
Relations Headquarters, Nippon
Life Insurance Company
Mar. 2018 Managing Executive Officer andGeneral Manager, Financial
Director
Institution Relations Headquarters,
serving as
Nippon Life Insurance Company
Nobuyuki
an Audit
Jul. 2018 Director, Managing Executive
Souda
and
Officer (Head of Agency(Mar. 7, 1964)
Supervisory
Management Sector, Financial(59)
Committee
Institution Relations Sector, andMember:Marketing Support Sector
Reappointment
4 years4[relating to agency management(Independentand financial institution
Director)
Outsiderelations]), and General Manager,(Outside
Director:
Financial Institution Relations
Director)
4 years
Headquarters, Nippon Life
Insurance Company(Male)(at the close
Mar. 2019 Director, Nippon Life Insuranceof thisCompany (retired in Jul. 2019)
Meeting)
Apr. 2019 Representative Director andExecutive Vice President,
Corporate-Pension Business
Service Co., Ltd.
Jun. 2019 Outside Director (Audit andSupervisory Committee Member),the Bank
Apr. 2020 Representative Director andPresident, Corporate-Pension
Business Service Co., Ltd. (topresent)
Jun. 2020 Outside Audit & Supervisory
Board Member, Taikisha Ltd. (topresent)(Significant concurrent positions)Representative Director and President, CorporatePension Business Service Co., Ltd.;
Outside Audit & Supervisory Board Member,
Taikisha Ltd.

18

Board ofDirectors:
11/12(91.6%)
0sharesAudit andSupervisory
Committee:
12/13(92.3%)

Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Nobuyuki Souda has ample experience as a corporate manager at Nippon Life Insurance Company andCorporate-Pension Business Service Co., Ltd., possesses a wealth of knowledge in particular of financeand financial accounting, and has excellent personality and insights. Further, he has served as the Bank’s
Director and Audit and Supervisory Committee Member since Jun. 2019, and has been appropriately
supervising its management. Thus, the Bank has determined that he will continue to contribute to
management supervision as an Audit and Supervisory Committee Member with an independent
standpoint. If elected, he is expected to play the role of providing guidance and suggestions that facilitate
the Bank’s management, drawing on his experience and knowledge as an active corporate manager. For
that reason, the Bank requests his election as Outside Director serving as an Audit and Supervisory
Committee Member.
Note on the candidate for Outside Director
Nobuyuki Souda is a former affiliate of Nippon Life Insurance Company. Whereas the Bank has
transactions with Nippon Life Insurance Company, in which the Bank is entrusted with businesses
related to insurance sales, the ratio of this customer’s net sales to the Bank against its total consolidated
net sales for the business year was less than 2%; and the ratio of the Bank’s consolidated gross profit bytransactions with this company against its total consolidated gross profit for the latest business year was
also less than 2%. Therefore, the Bank determines that this factor does not affect his independence. In
addition, three (3) years and eleven (11) months have already passed since he retired from Nippon Life
Insurance Company.
The Bank did not have any business transactions with Corporate-Pension Business Service Co., Ltd.
and Taikisha Ltd. in the fiscal year under review.

19

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Nov. 2006 Registered as a lawyer
Sep. 2007 Founded Tomoko Fujimoto Law
Firm (to present)
Apr. 2015 Vice Chairperson, Kagawa Bar
Association (retired in Mar. 2016)
Apr. 2019 Chairperson, Kagawa Prefecture
Tomoko
Dispute Coordinating Committee
Fujimoto(Kagawa Labor Bureau)(Feb. 22, 1973)
Nov. 2019 Takamatsu City Environment(50)
CouncilReappointment Apr. 2020 Trustee and Vice President(responsible for internal control(Independentand diversity promotion), Kagawa
Director)
University (part-time; to present)(Outside
Jun. 2021 Outside Director (Audit andDirector)
Supervisory Committee Member),the Bank(Female)Nov. 2021 Chairperson, Kagawa Local
Labour Council (Kagawa Labor
Bureau) (part-time; to present)(Significant concurrent position)
Lawyer, Tomoko Fujimoto Law Firm
5

Number of Number ofyears in shares of the AttendanceBank held
officeDirector
serving asan Audit
andSupervisory
Committee
Member:2 years

Board ofDirectors:
12/12(100%)
0shares

OutsideDirector:
2 years

Audit andSupervisory
Committee:
13/13(100%)(at the closeof thisMeeting)Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Tomoko Fujimoto not only possesses highly specialized knowledge as a lawyer, but also has served in a
number of public positions including the Kagawa Local Labour Council and the Takamatsu City
Environment Council. As a result, she has diverse perspectives and ideas developed on the front line of
local government, along with a jurist’s perspective. Further, she has served as the Bank’s Director and
Audit and Supervisory Committee Member since Jun. 2021, and has been appropriately supervising its
management. Thus, the Bank has determined that she will continue to contribute to management
supervision as an Audit and Supervisory Committee Member with an independent standpoint. If elected,
albeit having no direct experience in corporate management, she is expected to play the role of providing
guidance and suggestions from the perspective of legal risk and compliance, drawing on her experienceand knowledge as a legal expert. For that reason, the Bank requests her election as Outside Director
serving as an Audit and Supervisory Committee Member.
Note on the candidate for Outside Director
The Bank does not have any transactional relationship, such as advisory contract, with Tomoko Fujimoto
Law Firm she manages, nor has it paid any fees and other consideration to the Law Firm. In addition, all
the committees, etc. of which she is a part-time member are commissioned by the Kagawa Prefectural
Government and other institutions to formulate policy directions and draw up reports.

20

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Apr. 2004 Professor, Faculty of Economics
and Concurrent Professor, Schoolof Law, Okayama University
Apr. 2008 Head of Management Sciences,
Graduate School of Humanities
and Social Sciences, Okayama
University
Apr. 2009 Professor, Graduate School ofProfessional Accountancy,
Aoyama Gakuin University
Professional Graduate Schools (topresent)
Noriyuki
Apr. 2012 Visiting Senior Scholar, Research
Konishi
Institute of Capital Formation,(Aug. 24, 1961)
Development Bank of Japan (to(61)
present)
Apr. 2016 Head, Graduate School of
Reappointment
Professional Accountancy,(Independent
Aoyama Gakuin University
Director)
Professional Graduate Schools(Outside
Apr. 2018 Trustee, Aoyama Gakuin School
Director)
Corporation (to present)
Dec. 2019 Vice President, Aoyama Gakuin(Male)
University (to present)
Oct. 2021 Chairperson, Japanese Association
for International Accounting
Studies (to present)
6
May 2022 Auditor, Japan Association of
Corporate Directors (part-time) (topresent)
Jun. 2022 Outside Director (Audit andSupervisory Committee Member),the Bank (to present)(Significant concurrent position)
Vice President, Aoyama Gakuin University

Number of Number ofyears in shares of the AttendanceBank held
officeDirector
serving asan Audit
andSupervisory
Committee
Member:1 yearOutsideDirector:
1 yearBoard ofDirectors:
9/9(100%)
0sharesAudit andSupervisory
Committee:
9/9(100%)(at the closeof thisMeeting)Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Noriyuki Konishi possesses high level of expertise in particular on accounting, audit, governance andreginal revitalization as an academic expert, has held important posts as Vice President of Aoyama
Gakuin University and Chairperson of Japanese Association for International Accounting Studies, etc.,
and has excellent personality and insight. Further, he has served as the Bank’s Director and Audit andSupervisory Committee Member since Jun. 2022, and has been appropriately supervising its
management. Thus, the Bank has determined that he will continue to contribute to management
supervision as an Audit and Supervisory Committee Member with an independent standpoint. If elected,
albeit having no direct experience in corporate management, he is expected to promote the enhancementof the Bank’s corporate value, bringing his expertise and knowledge accumulated over the years as auniversity professor. For that reason, the Bank requests his election as Outside Director serving as an
Audit and Supervisory Committee Member.
Note on the candidate for Outside Director
The Bank does not have any transactional relationship with Noriyuki Konishi, other than ordinarybanking transactions as a general depositor. The Bank did not have any business transactions with
Aoyama Gakuin University which he belongs to in the fiscal year under review.

21

Name
No. (Date of birthand age)

Careers, positions, responsibilities,
and significant concurrent positions

Number of Number ofyears in shares of the AttendanceBank held
officeApr. 1981 Joined The Mitsubishi Bank, Ltd.
(currently, MUFG Bank, Ltd.)
Apr. 2008 Executive Officer, The Bank ofTokyo-Mitsubishi UFJ, Ltd.
(currently, MUFG Bank)May 2011 Managing Executive Officer, The
Bank of Tokyo-Mitsubishi UFJ,
Ltd. (retired in Jun. 2012)
Jun. 2012 Director & Senior Executive Vice
President, Mitsubishi UFJ
Research and Consulting Co., Ltd.
Jun. 2013 Outside Corporate Auditor, The
Yasushi
Director
Nanto Bank, Ltd. (retired in Jun.
Marumori
serving as
2015)(Sep. 19, 1957)
an Audit
Board ofDec. 2014 Director, Mitsubishi UFJ Research(65)
andDirectors:
and Consulting Co., Ltd. (retired
Supervisory―
in Mar. 2015)
New
Committee
0appointment Mar. 2015 Full-time Audit & Supervisory
sharesMember:Audit and
Board Member, Asahi Glass Co.,
(Independent― years
Supervisory
Ltd. (currently, AGC Inc.) (retired
Director)
Committee:
in Mar. 2019)(Outside
Outside―Jun. 2019 Vice Chairman (Representative
Director)
Director:
Director), The Mitsubishi― years
Economic Research Institute (to(Male)
present)
Jun. 2019 Outside Audit & Supervisory
Board Member, TOTO LTD.
7
Jun. 2022 Outside Director (Audit andSupervisory Committee Member),
TOTO LTD. (to present)(Significant concurrent positions)
Vice Chairman (Representative Director),
The Mitsubishi Economic Research InstituteOutside Director (Audit and Supervisory
Committee Member), TOTO LTD.
Reasons for nomination as a candidate for, and an outline of the role expected as, Outside Director
Yasushi Marumori has ample experience as a corporate manager at MUFG Bank, Ltd. and Mitsubishi
UFJ Research and Consulting Co., Ltd., etc., possesses expertise in particular on finance, financial
accounting and consulting, as well as experience as an outside corporate auditor of a regional bank, andhas excellent personality and insights. Valuing his ability and experience highly, the Bank has
determined that he will contribute to management supervision as an Audit and Supervisory Committee
Member with an independent standpoint. If elected, he is expected to play the role of providing guidanceand suggestions that facilitate the Bank’s management, drawing on his experience and knowledge as acorporate manager. For that reason, the Bank requests his election as Outside Director serving as an
Audit and Supervisory Committee Member.
Note on the candidate for Outside Director
Yasushi Marumori is a former affiliate of MUFG Bank, Ltd. Whereas the Bank has ordinary banking
transactions with MUFG Bank, Ltd., the ratio of this bank’s net sales to the Bank against its total
consolidated net sales for the business year was less than 2%; and the ratio of the Bank’s consolidated
gross profit by transactions with this bank against its total consolidated gross profit for the latest
business year was also less than 2%. Therefore, the Bank determines that this factor does not affect his
independence. In addition, ten (10) years and eleven (11) months have already passed since he retired
from MUFG Bank, Ltd. Furthermore, Yasushi Marumori is a former affiliate of Mitsubishi UFJ
22

Research and Consulting Co., Ltd. Whereas the Bank has transactions with the company, in which the
Bank outsources consulting services, the amount of transactions is less than 10 million yen per year as
an average for the last three years. Therefore, the Bank determines that this factor does not affect his
independence. In addition, eight (8) years and two (2) months have already passed since he retired from
Mitsubishi UFJ Research and Consulting Co., Ltd. The Bank did not have any business transactions with
The Mitsubishi Economic Research Institute and TOTO LTD. in the fiscal year under review.
(Notes)1. There are no special interests between the Bank and the candidates for Directors serving as Audit andSupervisory Committee Members.
2. Yasuko Yamada, Nobuyuki Souda, Tomoko Fujimoto, Noriyuki Konishi, and Yasushi Marumori are
candidates for Outside Directors.
3. Yasuko Yamada’s name on the family register is Yasuko Yoshida.
4. The Bank has registered Yasuko Yamada, Nobuyuki Souda, Tomoko Fujimoto, and Noriyuki Konishi as
Independent Directors with the Tokyo Stock Exchange according to the regulations provided by the said
Stock Exchange. If their election is approved, the Bank will continue such registration. If the election of
Yasushi Marumori, a newly appointed candidate, is approved, the Bank will also register him as an
Independent Director with the Tokyo Stock Exchange.
5. The Bank has agreements concluded with Yasuko Yamada, Nobuyuki Souda, Tomoko Fujimoto, andNoriyuki Konishi to limit their liability for damages under Article 423, Paragraph 1 of the Companies
Act to the amount of the minimum liability stipulated in Article 425, Paragraph 1 of said Act, in case they
have acted in good faith and have not been grossly negligent in performing their duties with respect tothe responsibilities set forth in Article 423, Paragraph 1 of said Act. If their election is approved, theBank will continue such agreements above.
If the election of Yasushi Marumori, a newly appointed candidate, is approved, the Bank will also
conclude an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of theCompanies Act to the amount of the minimum liability stipulated in Article 425, Paragraph 1 of said Act,in case he has acted in good faith and has not been grossly negligent in performing his duties with respect
to the responsibilities set forth in Article 423, Paragraph 1 of said Act.
6. The Bank has concluded a directors and officers liability insurance policy as outlined below with aninsurance company, and will renew it in June 2023. Of the candidates for Director submitted in this
proposal, those proposed to be reappointed are already covered by this policy and will continue to becovered after being elected; those proposed to be newly appointed will be insured after being elected.
Percentage of premiums actually paid by the insured
The premiums for the policy and riders are paid by the Bank. Thus, the insured do not actually pay
any of the premiums.
Outline of insurance events covered
The policy, together with the riders, covers losses that may arise due to an insured Director
assuming responsibility for the execution of their duties or receiving claims related to the pursuitof such responsibility. However, there are certain exclusions such as acts committed knowing thatthey were in violation of laws and regulations.
In addition, the policy contains provisions regarding deductibles and coinsurance, thereby
requiring the insured to bear a certain proportion of the losses.
7. The Bank’s criteria for independence are included in the matters subject to measures for electronic
provision.

23

(Reference)

Criteria for Independence of Outside Directors of the Bank
An Outside Director who has independence in the criteria here shall be a person who meets the legal andregulatory requirements as an Outside Director and, at the same time, does not correspond to any of thefollowings either currently or recently (Note 1).
1.

2.

3.
4.

5.

A major customer (Note 2)
1) A person for which the Bank is a major customer or a person who executes business (a person who
executes business prescribed in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of
the Companies Act) if such person is a corporation or other organization (hereinafter referred to as“corporation, etc.”).
2) A major customer or a person who executes business of a major customer if such person is a
corporation, etc.
A professional
1) A consultant, an accounting professional or a legal professional who obtains money or other properties
of not less than 10 million yen per year as an average for the last three years from the Bank, excluding
compensations for Director or Executive Officer.
2) A person belonging to a corporation, etc. that provides professional services such as a consulting firm,an accounting firm, or a law firm, etc. that obtains money or other benefits of not less than 10 million
yen per year as an average for the last three years from the Bank.
Donations
A person or a person who executes business thereof if such person is a “corporation, etc.” who receives
money or other benefits of not less than 10 million yen per year as an average for the last three years.
A major shareholder
A major shareholder of the Bank (a shareholder with more than 5% of the voting rights of the Bank) or, if
such shareholder is a “corporation, etc.,” a person who executes business thereof (including a major
shareholder or a person who executes business thereof within the last three years).
A close relative
A close relative (a spouse or a relative within the second degree of kinship) of any person listed in thefollowing [important (Note 3) persons]:
1) Those who correspond to the items 1 to 4 above.
2) Directors, Audit & Supervisory Board Members, Executive Officers and employees of the Bank or
its group companies (subsidiary companies and subsidiary corporations, etc. based on theclassification of the Banking Act).

Note 1: Definition of “recently”
 “Recently” refers to the period of time that can be deemed to be the present. For example, a person
who was a major customer at the time when the content of the proposal of nomination as Outside
Director does not have independence.
Note 2: Definition of “a major customer”
 “A person for which the Bank is a major customer” refers to a case in which the ratio of the person’s
net sales to the Bank against his or her total consolidated net sales for the business year is 2% ormore.
 “A major customer of the Bank” refers to a case in which the ratio of the Bank’s consolidated grossprofit by transactions with the person against its total consolidated gross profit for the latest businessyear is 2% or more.
Note 3: Examples of “important” persons
 Persons in positions equivalent to an officer or manager of each company.
 In cases of accounting experts or legal experts, those who hold professional qualifications.

24

Reference: Skills Matrix of the Board of Directors after the General Meeting of
Shareholders (Planned)
The table below shows expertise and experience each Director particularly has in the areas specified by the
Bank to improve the effectiveness of the Board of Directors.
(Note) The following skills matrix of the Board of Directors assumes that the candidates listed in the notice ofconvocation are elected as proposed.
<Internal Directors (Executive Directors and Audit and Supervisory Committee Members)>
Expected areas
Name of Director

Management
control

Business
operation

Riskmanagement●●

Yujiro Ayada

Internal
Male●

Ryohei
KagawaInternal
Male●

Kiichiro
Oyama

Internal
Male●

Masakazu
Toyoshima

Internal
Male●

Hiroyuki
Kurokawa

Internal
Male●

HideakiKanamoto

Internal
Male●

Kazuhito Tada

Internal
Male

●

●

Masashi MoriInternal
Male

●

●

Kazuhiro
KumihashiInternal
Male

●

●

Tatsuya
SakumaInternal
Male

●

●

●
●

Human
resources

IT/DX
strategy

●

●
●

●

●

●

●

●

(Reasons for selection of each skill category)
Name of skill category

Reasons for selection

Management control

Continued growth and development in the changing business environment
requires insight and experience regarding the management.

Business operation

Serving as the local financial infrastructure requires insight and experience
regarding business operations at branches and headquarters.

Risk management

Continued improvement of corporate value requires insight and experience inappropriately managing various risks.

Human resources

Sustainability management requires insight and experience regarding humanresource mobilization.

IT/DX strategy

Value creation using digital technology requires insight in information technology
and understanding and facilitation of digital transformation.

(Note)
The above skills matrix does not represent all the expertise and experience each Director has.

25

<Outside Directors (Audit and Supervisory Committee Members)>
Name of Director
YasukoYamadaNobuyuki
Souda
TomokoFujimoto
Noriyuki
KonishiYasushiMarumori

Corporate
management

Outside Director
FemaleIndependent Director
Outside Director
Male
Independent Director
Outside Director
FemaleIndependent Director
Outside Director
Male
Independent Director
Outside Director
Male
Independent Director

Finance

Expected areas
Financial andaccounting

Legalaffairs●●●

Regional
revitalization
●

●
●
●

●

●

●

●

(Reasons for selection of each skill category)
Name of skill category

Reasons for selection

Corporate management

Continued growth and development in the changing business environment
requires insight and experience regarding the management.

Finance

Making contributions to expanding business value in the finance industry requires
insight and experience regarding the industry.

Financial and accounting
Legal affairs
Regional revitalization

Effective audit and supervision of financial strategies, etc. requires insight andexperience in the financial and accounting fields.
Continued improvement of corporate value requires insight and experience
regarding appropriate risk management and human rights protection based on
legal knowledge.
Realization of the Bank’s corporate vision, “prosper together with customers andcommunities” requires insight and experience contributing to the regional
revitalization.

(Note)
The above skills matrix does not represent all the expertise and experience each Director has.
End of document26