These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translations and the Japanese originals, the originals shallprevail. The Bank assumes no responsibility for the translations or for any other damages arising, directly or
indirectly, from the translations.

(Securities Code: 8359)
June 2, 2023
(Commencement date of measures for electronic provision: June 1, 2023)
To Shareholders with Voting Rights:
Masaki Matsushita
President
The Hachijuni Bank, Ltd.
178-8, Okada,
Nagano-city, JapanNOTICE OF CONVOCATION OF
THE 140TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 140th Annual General Meeting of Shareholders of The Hachijuni Bank, Ltd. (the “Bank”) shall be held
for the purposes described below.
The Bank has taken measures for electronic provision of the Reference Documents for this General Meetingof Shareholders, etc.*1, which are posted on the Internet on the following websites under the titles, “Notice ofConvocation of the 140th Annual General Meeting of Shareholders” and “Other Matters Subject to Measuresfor Electronic Provision”*2. The Reference Documents for this General Meeting of Shareholders, etc. areuniformly sent in a paper-based form, regardless of whether or not shareholders requested the delivery of paperbased documents*1. Measures for electronic provision refer to the system under which, in lieu of the traditional system of sending
paper-based materials, a notice stating the addresses of the websites on which materials for general meetings ofshareholders are posted is sent to shareholders so that they themselves will access the websites to see thosematerials.
*2. Details on “Other Matters Subject to Measures for Electronic Provision” are described on page 3.
Bank’s website

https://www.82bank.co.jp/ir/kabushiki/soukai.html

In addition to the Company’s website, the Bank has taken measures for electronic provision also on thewebsite of the Tokyo Stock Exchange (“TSE”). Please access the following TSE’s website (TSE Listed
Company Search), enter and search for “The Hachijuni Bank” under “Issue name (company name)” or enterand search for “8359” (one-byte number) under Securities “Code,” select “Basic information” and “Documentsfor public inspection / PR information” in that order to see the Reference Documents, etc.
TSE’s website

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you are unable to attend the meeting, you can exercise your voting rights via the Internet or mail. Please
review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights
by Thursday, June 22, 2023 at 5:00 p.m., Japan time.
*“Procedures for exercise of voting rights” is omitted from the English translation.

1

1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m., Japan time
(Reception opening time: 9:00 a.m.)

2. Place:

Main Conference Room, 3F, Head Office of the Bank
178-8, Okada, Nagano-city, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 140th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank’s 140th Fiscal Year (from
April 1, 2022 to March 31, 2023) and results of audits of the Consolidated
Financial Statements by the Independent Auditor and the Audit & Supervisory
Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Seven (7) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members

2

4. Guidance for Exercise of Voting Rights(1) Handling of multiple voting
If you vote both in writing on the Voting Form and via the Internet, only the vote 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.
(2) Voting by proxy
You may designate one (1) shareholder of the Bank as your proxy who possesses voting rights to attend theGeneral Meeting of Shareholders. Please note that the proxy will be required to submit his or her own Voting
Form and documentation corroborating his or her status as your proxy.
(3) If you have failed to indicate approval or disapproval of each agenda item in the Voting Form, you shall be deemed
to have indicated approval therein.
•

Regarding “Other Matters Subject to Measures for Electric Provision”“Other Matters Subject to Measures for Electric Provision” include the following matters. They
are not included in this Notice, but are to be found on the Bank’s and TSE’s websites inaccordance with laws and regulations in addition to Article 16 of the Articles of Incorporation of
the Bank;(1) “Stock Acquisition Rights,” “Basic Policies Regarding Parties Controlling the Determinationof Financial and Business Policies,” “Systems for Ensuring the Appropriateness of Business
Activities,” “Matters Regarding Specified Wholly-Owned Subsidiaries,” “Matters Regarding
Transactions between a Stock Company and its Parent Company, etc.,” and “Others” of theBusiness Report(2) “Statement of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements(3) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to the Consolidated
Financial Statements” of the Consolidated Financial Statements
The Business Report, the Non-consolidated Financial Statements and the Consolidated Financial
Statements audited by the Audit & Supervisory Board Members include the above (1) to (3) inaddition to those attached to the Japanese version of this Notice.
The Non-consolidated Financial Statements and the Consolidated Financial Statements audited by
the Independent Auditor include the above (2) and (3) in addition to those attached to the Japaneseversion of this Notice.

•

If the need arises for the revision of any matters subject to measures for electronic provision, therevised matters will be posted on each of the designated websites of the Bank and TSE.

3

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows.
Year-end dividends
The Bank’s basic policy is to implement the active return of profits to shareholders with a minimum
dividend of 5.00 yen per share and through the acquisition of treasury stock.
Based on this policy, the Bank proposes year-end dividends of 10.00 yen per share. Combined with
the interim dividend of 10.00 yen per share, total full-year dividends will be 20.00 yen per share.
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and the total amount10.00 yen per share of common stock, for a total of 4,714,339,030 yen
3. Effective date of distribution
June 26, 2023

4

Proposal No. 2: Election of Seven (7) Directors
At the close of this General Meeting of Shareholders, the terms of office of seven (7) Directors, namely,
Shoichi Yumoto, Masaki Matsushita, Takahiko Asai, Shohei Hidai, Hiroyuki Miyahara, Miyako Hamano andEiji Kanzawa, will expire, and Shinji Sato will resign as Director. Accordingly, the following seven (7)candidates are proposed to be elected as Directors.
(Reference) List of Candidates for Director
No.

Name

Current position

1

To be
reappointed

Masaki Matsushita

2

To be
reappointed

Takahiko Asai

3

To be
reappointed

Shohei Hidai

Attendance atBoard ofDirectors
meetings
15/ 15(100%)

Makoto Nakamura

5

To be newly
appointed
To be newly
appointed

President
Executive President
Deputy President
Executive Deputy
President
Senior Managing
Director
Senior Managing
Executive Officer
Managing Executive
Officer

Hitoshi Nishizawa

―

―

6

To be
reappointed

Miyako Hamano

Director

15/ 15(100%)

7

To bereappointed

Eiji Kanzawa

Director

15/ 15(100%)

4

Outside Director
Independent
Director
Outside Director
Independent
Director5

15/ 15(100%)
15/ 15(100%)―

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1982 Joined the Bank
To be reappointed Feb. 2004 General Manager, Nagano-Minami Branch, thenGeneral Manager, Sakaki Branch,
General Manager, Planning and Coordination
Masaki
Department
Matsushita
Jun. 2011 Executive Officer and General Manager, Suwa Area
(Dec. 22, 1959)
Suwa Branch
Age: 63
Jun. 2013 Managing Executive Officer and General Manager,
Male
Tokyo Business Department
Jun. 2014 Managing Executive Officer and General Manager.
Head Office Business Department
Jun. 2015 Managing Director and General Manager, Matsumoto
Business Department
Jun. 2017 Deputy President
61,068sharesIn charge of Planning and Coordination Department,
Financial Market Department, General Secretariat
Attendance at Jun. 2018 Deputy President
1
Board ofIn charge of Risk Management Department, Personnel
Directors
Department, General Secretariat
meetings:
Jun. 2020 Deputy President
15 / 15
In charge of Planning and Coordination Department,(100%)
Risk Management Department, General Secretariat
Jun. 2021 President
In charge of Digital Transformation Department,
General Secretariat, Tokyo Liaison OfficeJun. 2022 President, Executive President
in charge of Tokyo Liaison Office
to the present[Reasons for selection as a candidate]
Mr. Masaki Matsushita possesses a wealth of operational experience from involvement in planning andcoordination divisions, and is well versed in the operations of the Bank. He has served as a Director
from June 2015, as a Deputy President from 2017 and as a President from 2021 and fulfilled his duties
and responsibilities appropriately. The Bank has judged that he will continue to contribute to the
management of the Bank through his wealth of experience and advanced views, and has thus selected
him as a candidate for Director.
Name(Date of birth)

6

No.

2

Career Summary
Number of(Positions, responsibilities at the Bank and significant concurrent
shares of the
Bank held
positions)Apr. 1987 Jointed the Bank
Sep. 2005 General Manager, Karuizawa Branch, assigned to Loan
Control Department
To be reappointed
General Manager, Matsushiro Branch
General Manager, Tokyo Business Department I
General Manager, Risk Management Department
General Manager, Loan Control Department
Jun.
2017
Executive Officer and General Manager, Loan Control
Takahiko Asai
Department(Oct. 17, 1963)
Jun. 2018 Managing Executive Officer and General Manager,
Age: 59
Head Office Business Department
MaleJun. 2019 Managing Director
In charge of Branch Support Department, Corporate
25,086
Banking Department, Personal Banking Department,
sharesInternational and Treasury Department
Jun. 2020 Managing Director
In charge of Personnel Department, Financial Market
Department, General Affairs Department
Attendance atJun. 2021 Deputy President
Board ofDirectors
In charge of Planning and Coordination Department,
meetings:
Financial Market Department, Business Administration
15 / 15
Department, Loan Center, General Administration(100%)
Center, Head Office Center, Matsumoto Center
Jun. 2022 Deputy President, Executive Deputy President
In charge of Risk Management Department, Personnel
Department, General Secretariat
to the present[Reasons for selection as a candidate and expected roles]
Mr. Takahiko Asai possesses a wealth of operational experience from involvement in business and loan
control divisions, and is well versed in the operations of the Bank. He has served as a Director from June2019 and as a Deputy President from 2021 and fulfilled his duties and responsibilities appropriately. The
Bank has judged that he will continue to contribute to the management of the Bank through his wealth ofexperience and advanced views, and has thus selected him as a candidate for Director.
Name(Date of birth)7

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1988 Joined the Bank
Mar. 2010 Deputy General Manager, Risk Management
Department, then
To be reappointed
General Manager, Tokyo Liaison Office,General Manager, Minami-Matsumoto Area MinamiMatsumoto Branch,
General Manager, Planning and Coordination
Shohei Hidai
Department(Jun. 7, 1964) Jun. 2018 Executive Officer and General Manager, Planning andAge: 59
Coordination Department
MaleJun. 2019 Managing Executive Officer and General Manager,
10,820 shares
Head Office Business Department
Jun. 2021 Managing Director
In charge of Business Planning Department, Business3
Promotion Department, International Department,
Attendance atComputer Systems Department
Board ofJun.
2022
Senior Managing Director, Senior Managing Executive
Directors
Officer
meetings:
In charge of Planning and Coordination Department,
15 / 15
Digital Transformation Department, Computer Systems(100%)
Department
to the present[Reasons for selection as a candidate and expected roles]
Mr. Shohei Hidai possesses a wealth of operational experience from involvement in risk control andplanning and coordination divisions, and is well versed in the operations of the Bank. He has served as a
Director from June 2021 and as a Senior Managing Director from 2022 and fulfilled his duties andresponsibilities appropriately. The Bank has judged that he will continue to contribute to the
management of the Bank through his wealth of experience and advanced views, and has thus selected
him as a candidate for Director.
Apr. 1990 Joined the Bank
To be newly Jun. 2007 Deputy General Manager, Planning and Coordination
Department, thenappointed
General Manager, Hong Kong Branch,
General Manager, Ueda-Higashi Branch,
MakotoGeneral Manager, Omachi Branch,
Nakamura
General Manager, Financial Market Department(May 30, 1967) Jun. 2019 Executive Officer and General Manager, Financial
14,723 shares
Age: 56
Market Department
MaleJun. 2020 Executive Officer and General Manager, Business
4
Administration Department
Attendance at Jun. 2021 Managing Executive Officer and General Manager,
Board of
Head Office Business Department
Directors
to the present
meetings:―[Reasons for selection as a candidate and expected roles]
Mr. Makoto Nakamura possesses a wealth of operational experience from involvement in planning andcoordination and financial market divisions, and is well versed in the operations of the Bank. The Bank
has judged that he will contribute to the management of the Bank through his wealth of experience andviews, and has thus selected him as a candidate for Director.
Name(Date of birth)8

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1985 Joined The Industrial Bank of Japan, Limited (currently,
Mizuho Bank, Ltd.)To be newly Jul. 2013 Assistant General Manager, Internal Audit Department,
Mizuho Bank, Ltd.
appointed
Apr. 2014 Deputy General Manager, Securities & International
Department, THE NAGANO BANK, LTD.
Jun. 2015 Director and General Manager, Securities &Hitoshi Nishizawa
International Department, THE NAGANO BANK,―(Mar. 26, 1963)LTD.
sharesAge: 60
Jul. 2016 Managing Director and General Manager, Securities &MaleInternational Department, THE NAGANO BANK,
LTD.
Jun.
2017
Managing Director, THE NAGANO BANK, LTD.
5
Attendance at Jun. 2019 President and Representative Director, THE NAGANO
Board of
BANK, LTD. (current position)
Directors
to the present
meetings:―[Significant concurrent positions]
President and Representative Director, THE NAGANO BANK, LTD.
[Reasons for selection as a candidate and expected roles]
Mr. Hitoshi Nishizawa accumulated operational experience across a wide range of areas at Mizuho
Bank, Ltd. From June 2019, he has served as a President of THE NAGANO BANK, LTD., exercising
his outstanding leadership skills in generally managing the business of THE NAGANO BANK, LTD.
The Bank has judged that he will contribute to the management of the Bank by utilizing his wealth ofexperience and views for the Bank, and has thus selected him as a candidate for Director.
Apr. 1979 Joined Japan External Trade Organization (JETRO)To be reappointed
Jul. 2013 Executive Vice President, JETRO (Officer in charge of
Outside Director
overseas market development, Japan Pavilion at Expo
Milano 2015, etc.)
IndependentOct. 2015 Advisor, JETRO
Director
Apr. 2016 Councillor, JETRO (current position)
Apr. 2016 Policy Advisor, Secretariat of Intellectual Property
Miyako Hamano
Strategy Headquarters, the Cabinet Office (in charge of(Apr. 17, 1955)
Cool Japan Strategy)
3,176 shares
Age: 68(resigned in September 2019)
FemaleMember of the board of trustees, Shinshu University(current position)
Jun.
2020
Outside Director, Glosel Co., Ltd. (current position)
Attendance at
Jun.
2021
Director, the Bank
Board ofto the present
Directors
6
meetings:
15 / 15(100%)[Reasons for selection as a candidate and expected roles]
In her career as the first woman serving as an Executive Vice President of Japan External Trade
Organization (JETRO), Ms. Miyako Hamano engaged in the work on overseas market development
support for Japanese companies and regional revitalization for many years, through which she gained awealth of experience and broad knowledge. The Bank has judged that Ms. Hamano, who has also
fulfilled her duties as an Outside Director appropriately, will continue to contribute to the managementof the Bank, and has thus selected her as a candidate for Outside Director. The Bank expects that, if Ms.
Hamano is elected, she will provide supervision and advice on its business execution from an expert
perspective, especially in the global business area. The Bank also plans to enlist Ms. Hamano to serve asa member of the Nominating and Compensation Committee and be involved in the selection of
executive candidates and decisions on executive remuneration of the Bank from an independent
standpoint.
Name(Date of birth)9

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1980 Joined The Hachijuni Bank, Ltd.
To be reappointed
Jan. 1986 Resigned from the Bank
Outside Director Mar. 1986 Joined KISSEI COMTEC CO., LTD.
May 1988 Director, KISSEI COMTEC CO., LTD.
Independent
May 1990 Managing Director. KISSEI COMTEC CO., LTD.
Director
May 1992 Executive Vice President, KISSEI COMTEC CO., LTD.
May 1994 President/C.E.O., KISSEI COMTEC CO., LTD.
Eiji Kanzawa May 2018 Chairman, Nagano Pef Information Service Association(Jul. 13, 1956)(current position)
6,045
Age: 66
Jun. 2018 Present, Nagano Techno Foundation (resigned in March
sharesMale
2022)
Jun. 2021 Director, the Bank
Jun. 2022 Chairman, Representative Director and CEO, KISSEI
Attendance at
COMTEC CO., LTD. (current position)
Board ofto the present
Directors
7
meetings:
15 / 15(100%)[Significant concurrent positions]
Chairman, Representative Director and CEO, KISSEI COMTEC CO., LTD.
[Reasons for selection as a candidate and expected roles]
Mr. Eiji Kanazawa, who executes the operations of KISSEI COMTEC CO., LTD. as a Representative
Director, has a wealth of knowledge of promoting digitalization. The Bank has judged that Mr.
Kanazawa, who has also fulfilled his duties as an Outside Director appropriately, will contribute to the
management of the Bank, and has thus selected him as a candidate for Outside Director. The Bank
expects that, if Mr. Kanazawa is elected, he will provide supervision and advice on its business andexecution from an expert perspective, especially in the digital transformation field. The Bank also plansto enlist Mr. Kanazawa to serve as a member of the Nominating and Compensation Committee and be
involved in the selection of executive candidates and decisions on executive remuneration of the Bank
from an independent standpoint.
Name(Date of birth)10

(Notes) 1. Mr. Takahiko Asai is scheduled to be appointed as a Director of THE NAGANO BANK. LTD. on June 21, 2023.
2. Although Ms. Miyako Hamano has a deposit account with the Bank and engages in ordinary transactions, there
should be no impact on judgements by shareholders and investors in light of the scale of transactions to the
Bank’s deposits and their nature.
3. Although the Japan External Trade Organization (JETRO), the former employer of Ms. Miyako Hamano, hasordinary transactions, including deposits, with the Bank on a consistent basis, there should be no impact ondecisions by shareholders and investors in light of the scale of transactions to the Bank’s deposits and their nature.
4. Mr. Eiji Kanzawa was employed by the Bank from April 1980 through January 1986.
5. Mr. Eiji Kanzawa has a deposit account with the Bank and engages in ordinary transactions on a consistentbasis. The Bank also has ordinary transactions, including deposits and loans, with KISSEI COMTEC CO.,LTD., where he serves as a Representative Director, and ordinary transactions, including deposits, with the
Nagano Pref Information Service Association, where he serves as a Chairman, on a consistent basis. The Bank
believes these transactions should have no impact on decisions by shareholders and investors in light of the scaleof transactions to the Bank's deposits and their nature.
6. Other than 1 through 5 above, there are no special interest relationships between the candidates for Director andthe Bank.
7. The Bank has entered into a directors and officers liability insurance contract, as outlined below, and plans torenew it on December 25, 2023. Of the individuals nominated as candidates for Director in this proposal, those
who are to be reappointed and Mr. Makoto Nakamura are already covered by the contract and will continue tobe covered. Mr. Hitoshi Nishizawa will be covered by the contract if he is elected.
[Outline of directors and officers liability insurance contract](i) Actual ratio of premiums paid by the insured
The premiums are paid by the Bank, including for riders. The insured does not bear the actual premiums.
(ii) Outline of events insured against
The contract, together with riders, will cover any damages, litigation costs, and other outlays that may arise dueto the insured directors and officers assuming liability for the execution of their duties or receiving a claim
related to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
(iii) Measures to prevent appropriateness of directors’ and officers’ duties from being undermined
The insurance contract provides for exemption from liability in certain amount, below which damages are notcovered. It also provides for a reduced rate at which the Bank bears the risk at certain rate.
8. Ms. Miyako Hamano and Mr. Eiji Kanzawa are candidates for Outside Director. Additionally, the Bank has
designated them as Independent Directors under regulations of the Tokyo Stock Exchange, and made asubmission designating them as such to the aforementioned Exchange.
9. Ms. Miyako Hamano and Mr. Eiji Kanzawa have served as Outside Directors of the Bank since June 2021, andtheir term will have been two years as of the conclusion of this General Meeting of Shareholders.
10. Under Article 29 of the current Articles of Incorporation, the Bank has made an agreement with Ms. Miyako
Hamano and Mr. Eiji Kanazawa to limit their liability for damages to the minimum liability amount to the extent
that they have acted in good faith without gross negligence during the course of their duties. (See Article 423,
Paragraph 1 and Article 425, Paragraph 1 of the Companies Act.) The Bank plans to continue said agreement
when they are reappointed as Outside Directors.
11. Other than those provided above, there are no items required to be disclosed concerning the proposal to electDirectors as defined under Article 74 of the Ordinance for Enforcement of the Companies Act.
12. The ages of the candidates are as of the date of this General Meeting of Shareholders.

11Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
With the expiration of the term of office of two (2) Audit & Supervisory Board Members, Takeshi Kadota
and Yasuyoshi Wada, it is proposed that the following two (2) candidates be elected as Audit & Supervisory
Board Members. This proposal has received approval from the Audit & Supervisory Board.

Candidates for Audit & Supervisory Board Member
No.

Name
(Date of birth)

Career Summary(Positions at the Bank and significant concurrent positions)

To be newly
appointed

1

Apr. 1981 Joined the Long-Term Credit Bank of Japan (currently,
SBI Shinsei Bank, Limited.)
Oct. 1998 Deputy Counsellor, Investigation Department, the LongOutside Audit &Term Credit Bank of Japan (resigned in March 1999)
Supervisory
Apr. 1999 Full-time lecturer, School of Economics, Senshu
Board Member
University
Apr. 2001 Professor, School of Economics, Senshu University
Independent
Apr. 2002 Part-time lecturer, Faculty of Contemporary Society,
Auditor
Kyoto Women’s University (resigned in March 2009)
Apr. 2012 Visiting fellow, Economics Department, Faculty ofSociology of Law, SOAS University of London (School
Takayuki Tanaka
of Oriental and African Studies) (resigned in March(May 15, 1957)
2013)
Age: 66
Sep.
2022
Director, Incorporated Education Institution Senshu
Male
University
Dean and Professor of School of Economics, Senshu
University (current position)
Attendance atto the present
Board ofDirectors
meetings:―

Number ofshares of the
Bank held―
sharesAttendance at
Audit &
Supervisory
Board meetings:―[Reasons for selection as a candidate]
Mr. Takayuki Tanaka, who has served as an academic instructor at universities after working for theLong-Term Credit Bank of Japan (currently, SBI Shinsei Bank, Limited.), possesses advanced views as
an educator as well as expert knowledge and experience in the financial field and economic science.
Although he has never involved in managing a company, the Bank has judged that, with his advanced
views and expertise, he is capable of providing management supervision functions from an independent
standpoint, and has thus selected him as a candidate for Outside Audit & Supervisory Board Member.

12

No.

Name
(Date of birth)

Career Summary(Positions at the Bank and significant concurrent positions)Apr. 1986 Joined The Japan Development Bank (currently, The
Development Bank of Japan Inc.)
Jun. 2011 Asset Management Group Head, The Development of
Outside Audit &Bank of Japan Inc
Supervisory
Jun. 2013 Representative and Senior Executive Director, DBJ
Board Member
Asset Management Co., Ltd.
Apr. 2016 President, DBSJ Asset Management, Co., Ltd. (resigned
Independent
in June 2017)
Auditor
Jun. 2017 Director and General Manager, General Administration
and Accounting Department, Marubeni Financial
Service Corporation (resigned in June 2021)
Hiroshi Hori
Jun.
2021
Standing Audit & Supervisory Board Member,(Sep. 21, 1961)
SAGAMI RAILWAY Co., Ltd. (current position)
Age: 61to the present
Male

Number ofshares of the
Bank held

To be newly
appointed

2―
sharesAttendance atBoard ofDirectors
meetings:―
Attendance at
Audit &
Supervisory
Board meetings:―[Reasons for selection as a candidate]
Mr. Hiroshi Hori possesses expert knowledge in the financial field as well as experience as a corporate
executive and advanced views, having served as a Representative Director of DBJ Asset Management
Co., Ltd. and a Director of Marubeni Financial Service Corporation. He also has experience as an audit &supervisory board member of a business company. The Bank has judged that he is capable of providing
management supervision functions from an independent standpoint, and has thus selected him as a
candidate for Outside Audit & Supervisory Board Member.

(Notes) 1. Although Mr. Takayuki Tanaka has a deposit account with the Bank and engages in ordinary transactions, there
should be no impact on judgements by shareholders and investors in light of the scale of transactions to the
Bank’s deposits and their nature.
2. Other than 1 above, there are no special interest relationships between each of the candidates for Audit &Supervisory Board Member and the Bank.
3. The Bank has entered into a directors and officers liability insurance contract, as outlined below, and plans torenew it on December 25, 2023. Each of the candidates for Audit & Supervisory Board Members will becovered by the contract if they are elected.
[Outline of directors and officers liability insurance contract](i) Actual ratio of premiums paid by the insured
The premiums are paid by the Bank, including for riders. The insured does not bear the actual premiums.
(ii) Outline of events insured against
The contract, together with riders, will cover any damages, litigation costs, and other outlays that may arise dueto the insured directors and officers assuming liability for the execution of their duties or receiving a claim
related to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
(iii) Measures to prevent appropriateness of directors’ and officers’ duties from being undermined
The insurance contract provides for exemption from liability in certain amount, below which damages are notcovered. It also provides for a reduced rate at which the Bank bears the risk at certain rate.
4. Mr. Takayuki Tanaka and Mr. Hiroshi Hori are candidates for Outside Audit & Supervisory Board Member.
Additionally, the Bank has designated them as Independent Officers under regulations of the Tokyo Stock
Exchange, and made a submission designating them as such to the aforementioned Exchange.
5. When Mr. Takayuki Tanaka and Mr. Hiroshi Hori are elected as Outside Audit & Supervisory Board Members,
under Article 39 of the current Articles of Incorporation, the Bank plans to make an agreement with them to13

limit their liability for damages to the minimum liability amount to the extent that they have acted in good faithwithout gross negligence during the course of their duties. (See Article 423, Paragraph 1 and Article 425,
Paragraph 1 of the Companies Act.)
6. Other than those provided above, there are no items required to be disclosed concerning the proposal to electAudit & Supervisory Board Members as defined under Article 76 of the Ordinance for Enforcement of theCompanies Act.
7. The ages of the candidates are as of the date of this General Meeting of Shareholders.

14(For your reference) Standards for Selection of Outside Officers and Determining Independence▪ Standards for selection of Outside Directors and Outside Audit & Supervisory Board Members
The selection of candidates for the position of Outside Director or candidates for the position of Outside
Audit & Supervisory Board Member are determined according to the following “Standards for Determining
Independence of Outside Officers,” under the assumption that the standards for independence stipulated by the
Tokyo Stock Exchange, Inc. are satisfied.
▪ Standards for Determining Independence of Outside Officers
In principle, candidates for Outside Director and candidates for Outside Audit & Supervisory Board
Member of the Bank shall be parties to which none of the following items currently apply, or have applied
recently.
(1) A party that holds the Bank as a major transaction counterparty, or in the case where the party is a
corporation, etc., a person who executes its business.
(2) A party that is a major transaction counterparty of the Bank, or in the case where the party is a corporation,etc., a person who executes its business.
(3) A consultant, accounting specialist, or legal specialist, etc., who receives a significant amount of cash orother assets from the Bank, aside from executive remuneration.
(4) An employee, etc., of a consulting firm, accounting firm, or legal firm, etc., that holds the Bank as a majortransaction counterparty.
(5) A party that receives a significant amount of donations, etc., from the Bank, or in the case where the party
is a corporation, etc., a person who executes its business.
(6) A major shareholder of the Bank, or in the case where the party is a corporation, etc., a person who
executes its business.
(7) A close relative of a person listed below (excluding insignificant persons).
• Parties to which (1) to (6) above apply.
• A Director, Audit & Supervisory Board Member, Executive Officer, or significant employee, etc., of the
Bank or its subsidiaries.
◼ Definition of “recently”◼ Definition of “majortransaction
counterparty”◼ Definition of“corporation, etc.”◼ Definition of“significant amount”◼ Definition of “close
relative”◼ Definition of“insignificant persons”

Refers to cases that can be viewed as effectively current; for example,
includes cases that were applicable at the time that the content of the proposal
for election of the Outside Director or Outside Audit & Supervisory Board
Member at the General Meeting of Shareholders was determined, etc.
Evaluation shall be made based on the standard of whether or not suchtransactions constitute greater than 1% of consolidated sales (consolidated
operating gross business profit in the Bank’s case) for the most recent fiscal
year. Additionally, if the company in question applies IFRS, the standard shallbe based on a standard of whether or not such transactions constitute greaterthan 1% of revenue.
Includes organizations other than corporations.
An average of over 10 million yen per year over the past three years. Provided
however, it excludes cases of donations to corporations with businessobjectives of public welfare (limited to corporations established under the“Act on Authorization of Public Interest Incorporated Associations and Public
Interest Incorporated Foundations”).
Relatives within the second degree.
Persons who are the Executive or General Manager level of companies, andpersons who are affiliated with accounting firms and legal firms, etc., and are
certified public accountants or attorneys, etc., are deemed “significant.”
Persons who are not included in the above persons are deemed“insignificant.”

15

(For your reference) Skills Matrix of Directors and Audit & Supervisory Board Members
In order for the Board of Directors to fulfill its roles and duties effectively, the Bank needs a certain number ofinternal individuals who have a thorough knowledge of the Bank’s operations and its issues as members of theBoard. In addition, the Bank believes that it is important that the diversity of knowledge, experiences and skills of
the Board members is maintained.
Because of such viewpoint, the Bank maintains a basic policy of appointing Directors and Audit &Supervisory Board Members from among individuals who have diverse knowledge and backgrounds.
The skills matrix of the Directors and Audit & Supervisory Board Members, including candidates, is as
below.
Note: 1. The matrix below does not describe all knowledge and experiences possessed by each person. It
indicates three areas in which each is expected especially to display his/her expertise, based on
his/her experience and other characteristics.
2. Position of each of the Directors and Audit & Supervisory Board Members described in thefollowing table shows the one which they are to assume after the conclusion of this General
Meeting of Shareholders.
Area in which expertise comes in most useful
Name

Position

Corporate
management/ organizational
operation

GlobalFinance/ marketBusiness strategy/ corporate
supportLegal affairs/ riskmanagement

Takahiko Asai

Chairman●●

Masaki Matsushita

President●●●

Shohei Hidai

Deputy President●●

Makoto Nakamura

Director(candidate)Hitoshi Nishizawa

Director(candidate)●

Kayo Tashita

Outside Director●

Miyako Hamano

Outside Director●

Eiji Kanzawa

Outside Director●

Takayuki Kanai

Outside Director●

Chishu Minemura

Fulltime Audit&Supervisory
Board Member

Akihiro Kasahara

Fulltime Audit &Supervisory
Board Member

Kiyohito Yamasawa

Outside Audit &Supervisory
Board Member

Takayuki Tanaka

Hiroshi Hori

Outside Audit &Supervisory
Board Member(candidate)Outside Audit &Supervisory
Board Member(candidate)●●

Human resources Environment/ diversity/society

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

DX / ITtechnology

●

●

16

●

●

●

Key knowledge and experience required for each area
・Management and organizational operation of
Corporate
managementcompanies/ organizational ・Management strategy development from a
operation
corporate-wide and mid-/long-term perspective
・Management of overseas offices and business
Globalunits related to international finance and trade
・Strategy development from a global perspective
・Knowledge of financial market in general,
Financesecurities management, etc.
/ market・Trends of financial markets and financial
administration
・Sales planning, marketing, new businessBusinessstrategydevelopment/ corporate
・Corporate KYC, business matching, businesssupportturnaround support, business succession, M&A

Legal affairs/ riskmanagement
DX / ITtechnology
Human
resources/ diversity
Environment/society

17・Expert knowledge of legal system and various regulations
・Risk management of corporate activities in general・Expert knowledge of IT, digital transformation andtechnology
・System planning, operation and management
・Human resources affairs in general such as personnel
management, human resource development,
remuneration/salary and employee benefits
・Promotion of diversity and inclusion
・Knowledge of history, culture, economy, etc. of local
society・Initiatives for environmental issues and environmental
management