These documents are translations of parts 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 these translations or for direct, indirect or any otherforms of damages arising from the translations.

Securities Code: 8367
June 6, 2024
To Stockholders with Voting Rights:
Takashi Hashimoto
President
The Nanto Bank, Ltd.
16 Hashimoto-cho, Nara City
Nara
Japan

NOTICE OF CONVOCATION OF
THE 136TH ORDINARY STOCKHOLDERS’ MEETING

You are cordially invited to attend the 136th Ordinary Stockholders’ Meeting of The Nanto Bank, Ltd. (“theBank”). The meeting will be held for the purposes described below.
When convening this stockholders’ meeting, the Bank has taken measures for providing information inelectronic format (the “electronic provision measures”) as “Notice of Convocation of the 136th Ordinary
Stockholders’ Meeting,” and has posted matters subject to the electronic provision measures on the following
websites.
The Bank’s website: https://www.nantobank.co.jp/investor/shareholder/meeting.html
The TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
To view the above information, please access the TSE website (Listed Company Search), enter “The Nanto
Bank” in the “Issue name (company name)” field or “8367” in the “Code” field, click on “Search,” and thenclick on “Basic information” and select “Documents for public inspection/PR information”. You will find the“Notice of Convocation of the 136th Ordinary Stockholders’ Meeting” in the “Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting” section.
Please review the Reference Documents for the Stockholders’ Meeting described in the matters subject tothe electronic provision measures and exercise your voting rights no later than 5:00 p.m. on Wednesday,June 26, 2024.
1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

Hiten Room, 4F, Hotel Nikko Nara
8-1 Sanjo-hommachi, Nara City, Nara, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Bank’s 136th
Fiscal Year (from April 1, 2023 to March 31, 2024), and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee12. Non-consolidated Financial Statements for the Bank’s 136th Fiscal Year(from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 4: Election of One (1) Director who is an Audit and Supervisory Committee
Member
Proposal No. 5: Partial Revision to Remuneration Limit and Remuneration Details under
Performance-linked Stock Remuneration Plan for Directors (excluding Directors
who are Audit and Supervisory Committee Members and Outside Directors)

2

Guidance on Voting Rights
Please refer to the following for the exercise of your voting rights in advance:
When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception
desk.
Exercise of Voting Rights via Postal Mail
Please indicate your vote of approval or disapproval of each
Deadline for exercise:proposal in the enclosed Voting Rights Exercise Form andVote to be exercised no later than 5:00 p.m.
return the form by the deadline. If you have not indicated your on Wednesday, June 26, 2024
approval or disapproval of a proposal on the Voting Rights
Exercise Form, you will be deemed to have indicated yourapproval of the proposal.
Exercise of Voting Rights via the Internet
Please access the website for exercise of voting rights(https://evote.tr.mufg.jp/), follow the instructions on thescreen, and enter your vote of approval or disapproval ofeach proposal.

Deadline for exercise:
Vote to be exercised no later than 5:00 p.m.
on Wednesday, June 26, 2024

（1） When voting rights are exercised more than once via the Internet, the vote that arrives the latest will
be deemed the valid one.
（2） When voting rights are exercised both by the Voting Rights Exercise Form and via the Internet, thevote via the Internet will be deemed the valid one.
（3） When voting rights are exercised by the Voting Rights Exercise Form via postal mail and there is no
indication of approval or disapproval of the proposals on the Voting Rights Exercising Form, we willtreat it as an indication of approval.


Please note that persons other than stockholders, such as proxies who are not stockholders or persons
accompanying stockholders, are not allowed to enter the place of the Stockholders’ Meeting (except for
persons accompanying stockholders with disabilities). If you exercise your voting rights by proxypursuant to the provisions of the Articles of Incorporation of the Bank, please have your proxy submit adocument to prove their right to represent you.
Of the matters subject to the electronic provision measures, the following matters are not included in thepaper-based document to be delivered to shareholders who made a request for delivery of documents
pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Bank.
(1) Business Report “Status of assets and income,” “Status of employees,” “Status of major offices, etc.,” and “Other
important matters regarding the current status of the group” included in “Current Status of the
Corporate Group”
 “Liability limitation agreements,” “Indemnity agreements,” and “Directors and officers liability
insurance agreements” included in “Matters Regarding Company Directors”
 “Concurrent positions and other status of outside directors,” “Main activities of outside
directors,” “Remuneration of outside directors,” and “Opinions of outside directors” included in“Matters Regarding Outside Directors”
 “Matters Regarding Shares,” “Status of Share Acquisition Rights,” “Status of Accounting
Auditors,” “Outline of a System to Ensure the Appropriateness of Business Activities and the
Operating Status of the System,” and “Basic Policy Regarding Control of the Bank”(2) Consolidated Financial Statements and Non-consolidated Financial Statements
 Consolidated Financial Statements: Consolidated Balance Sheet, Consolidated Statement of
Income, Consolidated Statement of Changes in Net Assets, and Notes to Consolidated Financial
Statements
 Non-consolidated Financial Statements: Balance Sheet, Statement of Income, Statement of
Changes in Net Assets, and Notes to Non-consolidated Financial Statements.

3

(3)




Audit Reports
 Audit Reports: Independent Auditor’s Report on Consolidated Financial Statements,
Independent Auditor’s Report on Non-consolidated Financial Statements, and Audit Report of
the Audit and Supervisory Committee.
Any amendments to matters subject to the electronic provision measures will be posted on the respective
websites where the matters are posted.
The resolution of the Stockholders’ Meeting will be posted on the following website after the conclusionof this Stockholders’ Meeting: https://www.nantobank.co.jp/investor/shareholder/meeting.html

4Reference Documents for the Stockholders’ Meeting
Proposals and References
Proposal No. 1: Appropriation of Surplus
Based on the full-year business results for this fiscal year, earnings forecast going forward, and theBank’s stockholder return policy as described below, the Bank proposes a year-end dividend of 74.00 yen
per share.
As we have already paid the interim dividend of 40.00 yen per share, the annual dividend for the 136th
fiscal year amounts to 114.00 yen per share.
Moreover, considering the business results for this fiscal year and the business environment, etc., theBank hereby proposes to provide general reserve.
1.

Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to stockholders and the total amount
74.00 yen per share of common stock of the Bank, for a total amount of 2,354,929,824 yen.
(2) Effective date of distribution of surplus
June 28, 2024

2.

Matters concerning the provision of general reserve(1) Item and amount of surplus to be increased
General reserve

8,100,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward

8,100,000,000 yen

The Bank’s stockholder return policy
The Bank will strive for a target payout ratio of 30% of net income attributable to owners of parent, while
maintaining a stable dividend of 80 yen per share.

5

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) To develop an environment that facilitates Directors who are not Executive Directors to fully performtheir expected roles and to invite competent individuals, the Bank will amend the Article 30(Limitation of Liability Agreements with Outside Directors) of the current Articles of Incorporation,
to expand the scope of liability limitation agreements which currently covers only Outside Directors
to also cover Directors who are not Executive Directors, in accordance with the provision of the
Article 427, Paragraph 1 of the Companies Act.
Consent to this proposal has been given by each member of the Audit and Supervisory Committee.
(2) In addition, to ensure the flexibility of operation of the Audit and Supervisory Committee, the Bank
will partially change the wording of Article 31 (Full-time Audit and Supervisory Committee Member)of the current Articles of Incorporation.
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Article 30 Limitation of Liability Agreements with
Outside Directors

Article 30 Limitation of Liability Agreements with
Directors

The Bank may, in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act,
enter into an agreement with Outside Directors tolimit their liability to compensate for damage due toa failure to perform their duties; provided, however,that the limit of liability under such agreement shallbe up to amount prescribed by laws and regulations.

The Bank may, in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act,
enter into an agreement with Directors (excluding
Directors who are Executive Directors) to limit their
liability to compensate for damage due to a failure
to perform their duties; provided, however, that thelimit of liability under such agreement shall be up toamount prescribed by laws and regulations.

Article 31 Full-time Audit and Supervisory
Committee Member

Article 31 Full-time Audit and Supervisory
Committee Member

The Audit and Supervisory Committee shall electfull-time Audit and Supervisory Board Members by
its resolution.

The Audit and Supervisory Committee may electfull-time Audit and Supervisory Board Members by
its resolution.

6

Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The terms of office of all nine (9) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Stockholders’ Meeting. Accordingly, the electionof nine (9) Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed.
To ensure the objectivity and transparency of nominations, the candidates for Directors are determined by
the Board of Directors after deliberation by the Nomination and Compensation Advisory Committee, amajority of which consists of Outside Directors.
The Audit and Supervisory Committee deliberated this proposal and found no special matters to be statedat the Stockholders’ Meeting based on the provisions of the Companies Act.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Member)are as follows:
CandidateNo.

Current positions at
the Bank

Name

President(Representative
Director)
Deputy President andExecutive Officer(Representative
Director)

Attendance at theBoard of Directors
meetings during the
fiscal year 2023
100.0%(12/12 meetings)

1

Takashi Hashimoto

Re-election

2

Satoshi Ishida

Re-election

3

Takeshi SugiuraRe-election

Director and Senior
Managing Executive
Officer

100.0%(12/12 meetings)

4

Ryuichiro Funaki

Re-election

Director andManaging Executive
Officer

100.0%(12/12 meetings)

5

Koji Honda

Re-election

Director andManaging Executive
Officer

100.0%(9/9 meetings)

6

Haruyuki KakutaniNewcandidate

Managing Executive
Officer‒

Director (Outside
Director)

91.6%(11/12 meetings)

Director (Outside
Director)

88.8%(8/9 meetings)

7

Kozue Nakayama

Re-election

8

Takashi Nishimura

Re-election

9

Yuko TaharaNew
candidateOutsideDirector
Independent
Officer
OutsideDirector
Independent
Officer
OutsideDirector
Independent
Officer‒

100.0%(12/12 meetings)‒(Note) Attendance of Messrs. Koji Honda and Takashi Nishimura at the Board of Directors meetings is after their assumption of
office on June 29, 2023.

7

Candidate No. 1

Takashi Hashimoto

Re-election
Date of Birth: May 20, 1954
Number of shares of the Bank held: 8,695 shares
Number of shares potentially held (Note): 21,047 shares(Note) “The number of shares potentially held” shows for reference the number of shares equivalent to thenumber of points that have been awarded under the trust-type stock remuneration plan.
Years of service as a Director: 17 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1977
Joined the Bank
Jun. 2005
General Manager, Public Institutions Division, the Bank
Jun. 2007
Director, General Manager, Personnel Division, the Bank
Jun. 2010
Managing Director, General Manager, Business Management Division, the Bank
Jun. 2011
Managing Director, General Manager, Osaka Regional Headquarter, the Bank
Jun. 2013
Managing Director, the Bank
Jun. 2014
Senior Managing Director, the Bank
Jun. 2015
President (Representative Director), the Bank (to present)
Reasons for nomination as a candidate for Director
Since assuming the position of President, Mr. Takashi Hashimoto has demonstrated his strong execution
capabilities and leadership and implemented various transformations to respond to the changes in customers’
needs to pursue the sustainable management of the Bank. As an officer, he is well versed in any and allbanking operations in the business promotion, management, and operations divisions and has sufficientknowledge and experience to perform the Bank’s corporate management in an appropriate, fair, and efficientmanner. Accordingly, the Bank has nominated him as a candidate for Director.

8

Candidate No. 2

Satoshi Ishida

Re-election
Date of Birth: Oct. 6, 1974
Number of shares of the Bank held: 3,027 shares
Number of shares potentially held (Note): 10,808 shares(Note) “The number of shares potentially held” shows for reference the number of shares equivalent to thenumber of points that have been awarded under the trust-type stock remuneration plan.
Years of service as a Director: 5 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1997
Joined Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.)
Jul. 2001
Chief of Management Guidance, Construction Industry Division, General Policy Bureau,
Ministry of Land, Infrastructure, Transport and Tourism
Nov. 2003
Manager, Industrial Revitalization Corporation of Japan
Jul. 2010
Director, Industrial Growth Platform Inc.
Aug. 2013
Supervisory Coordinator, General Affairs Division; Supervisory Bureau, Financial Service
AgencyJul. 2015
Policy Manager, Policy Division, General Affairs Planning Bureau, Financial Services Agency
Jul. 2016
Manager, Monitoring Planning Office, General Affairs Division, Inspection Bureau, Financial
Service Agency
Jul. 2017
Director, Regional Financial Planning Office, Supervisory Bureau, Financial Services Agency
Nov. 2018
Director, Industrial Growth Platform Inc.
Feb. 2019
Advisor, the Bank
Apr. 2019
Senior Managing Executive Officer, General Manager, Management Strategy Headquarters, theBank
Jun. 2019
Deputy President and Executive Officer (Representative Director), General Manager, Corporate
Strategy Headquarters, the Bank
Apr. 2020
Deputy President and Executive Officer (Representative Director), the Bank (to present)(Responsibilities)
Overall execution management, Secretarial Office, Corporate Planning Division, Risk
Management Division, DX/SDGs Special projects
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Satoshi Ishida has boldly implemented the transformation of theplanning and administration divisions in particular with his leadership to significantly strengthen the Nanto
Bank Group’s corporate governance from a medium- to long-term perspective. Mr. Satoshi Ishida is wellversed in corporate management and financial circles overall and has abundant experience gained through hiswork in the management reform of many companies. He has extensive knowledge that enables him to performthe Bank’s corporate management in an appropriate and fair manner. Accordingly, the Bank has nominated him
as a candidate for Director.

9Candidate No. 3

Takeshi SugiuraRe-election
Date of Birth: Jul. 13, 1963
Number of shares of the Bank held: 4,724 shares
Number of shares potentially held (Note): 4,721 shares(Note) “The number of shares potentially held” shows for reference the number of shares equivalent to thenumber of points that have been awarded under the trust-type stock remuneration plan.
Years of service as a Director: 3 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1986
Joined the Bank
Apr. 2017
Executive Officer, General Manager, Sakurai Branch, the Bank
Apr. 2018
Executive Officer, General Manager, Tokyo Branch, the Bank
Apr. 2019
Executive Officer, General Manager, Middle Nara Block Headquarters, the Bank
Apr. 2021
Managing Executive Officer, the Bank
Jun. 2021
Director and Managing Executive Officer, the Bank
Apr. 2022
Director and Managing Executive Officer, the Bank
General Manager, Business Promotion Headquarters, the Bank
Apr. 2024
Director and Senior Managing Executive Officer, the Bank
General Manager, Business Promotion Headquarters, the Bank (to present)(Responsibilities)
Business Support Division, Corporate Solutions Division, and Asset Consulting Division
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Takeshi Sugiura has been responsible for the market, credit
examination and business divisions. With his outstanding execution capabilities and leadership, he has worked
on reforming the Bank’s branch structure and business structure and sophisticating its consulting sales
activities. With his abundant experience in business management both in business promotion andadministration, he has sufficient knowledge and experience to perform the Bank’s corporate management in an
appropriate, fair, and efficient manner. Accordingly, the Bank has nominated him as a candidate for Director.

10Candidate No. 4

Ryuichiro Funaki

Re-election
Date of Birth: Dec. 19, 1966
Number of shares of the Bank held: 1,765 shares
Number of shares potentially held (Note): 4,721 shares(Note) “The number of shares potentially held” shows for reference the number of shares equivalent to thenumber of points that have been awarded under the trust-type stock remuneration plan.
Years of service as a Director: 3 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1991
Joined Fuji Bank, Ltd. (current Mizuho Bank, Ltd.)
Apr. 2002
Research Assistant, Corporate Planning Department, Mizuho Bank, Ltd.
May 2004
Senior Manager, Planning Group, ShinGinko Tokyo, Limited. (current Kiraboshi Bank, Ltd.)
Jan. 2009
Advisor, Industrial Growth Platform, Inc.
Jun. 2009
Executive Officer (in charge of Business Management Division), THE HOWA BANK, LTD.
Jul. 2012
Principal, Industrial Growth Platform, Inc.
Jul. 2012
Advisor, The Nuclear Damage Compensation and Decommissioning Facilitation Corporation
Nov. 2016
Expert Investigator, Financial Services Agency
Apr. 2019
Advisor, the Bank
Jul. 2019
Representative Director and President, Nanto Consulting Co., Ltd.
Apr. 2021
Managing Executive Officer, General Manager, Business Promotion Headquarters, the Bank
Jun. 2021
Director and Managing Executive Officer, General Manager, Business Promotion
Headquarters, the Bank
Apr. 2022
Director and Managing Executive Officer, the Bank (to present)(Responsibilities)
Credit Examination Division and Compliance Management Division
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Ryuichiro Funaki has been responsible for the business, market
and regional business creation divisions, and worked on restructuring of the financial investment portfolio andstructuring of businesses contributing to regional vitalization. He has strategic thinking that goes beyond theconfines of the Bank’s traditional approaches and a high level of expertise as well as diverse knowledge andexperience to perform the Bank’s corporate management in an appropriate, fair, and efficient manner.
Accordingly, the Bank has nominated him as a candidate for Director.

11

Candidate No. 5

Koji Honda

Re-election
Date of Birth: Mar. 27, 1964
Number of shares of the Bank held: 4,375 shares
Years of service as a Director: 1 year (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1987
Joined the Bank
Apr. 2018
Executive Officer, Manager, Osaka Central Sales Department, the Bank
Apr. 2019
Executive Officer, General Manager, Osaka Block Headquarters, the Bank
Apr. 2021
Executive Officer, General Manager, Nara Hokuwa Block Headquarters, the Bank
Apr. 2022
Executive Officer, Assistant General Manager, Business Promotion Headquarters, General
Manager, Nara Hokuwa Block Headquarters, General Manager, and Kyoto Block
Headquarters, the Bank
Apr. 2023
Managing Executive Officer, the Bank
Jun. 2023
Director and Managing Executive Officer, the Bank (to present)(Responsibilities)
Digital Strategy Division, Operations Support Division, Central Operations Division and Public
Affairs & Regional Co-creation Division
Reasons for nomination as a candidate for Director
Since assuming the position of Director, Mr. Koji Honda has been responsible for the digital strategy,
operations support, and credit examination divisions, and worked on strengthening the DX strategy, which isone of the key challenges for the Bank, while building systems for supporting customers after the COVID-19
pandemic, thereby enhancing the Bank’s management foundation. With his strong execution capabilities andleadership he has developed while leading the frontline office, he has sufficient knowledge and experience toperform the Bank’s corporate management in an appropriate, fair, and efficient manner. Accordingly, the Bank
has nominated him as a candidate for Director.

12

Candidate No. 6

Haruyuki Kakutani

New candidate
Date of Birth: Aug. 30, 1965
Number of shares of the Bank held: 2,265 shares
Years of service as a Director: ‒Past experience, positions, responsibilities and significant concurrent positions
Apr. 1988
Joined the Bank
Apr. 2018
General Manager, Sakurai Branch, the Bank
Oct. 2019
Area Manager, Sakurai Area and General Manager, Sakurai Branch, the Bank
Jun. 2020
Managing Director, Nanto Management Service Co., Ltd.
Aug. 2020
General Manager, Personnel and General Affairs Division, the Bank
Apr. 2021
Executive Officer, Personnel and General Affairs Division, the Bank
Apr. 2024
Managing Executive Officer, the Bank (to present)(Responsibilities)
Personnel and General Affairs Division and Financial Investment Division
Reasons for nomination as a candidate for Director
After gaining experience in the corporate planning and business planning divisions, Mr. Haruyuki Kakutani
served as a head of the frontline staff at multiple branches. Since assuming the position of General Manager,
Personnel and General Affairs Division, he has demonstrated a strong leadership and worked on optimizing
costs across the Nanto Bank Group, diversifying human resources, and reforming personnel systems, thereby
advancing human capital management. With his strong logical thinking and execution capabilities, he has
sufficient knowledge and experience to perform the Bank’s corporate management in an appropriate and fairmanner. Accordingly, the Bank has nominated him as a candidate for Director.

13

Candidate No. 7

Kozue Nakayama

Re-election / Outside Director / Independent Officer
Date of Birth: Feb. 25, 1958
Number of shares of the Bank held: 949 shares
Years of service as a Director: 2 years (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1982
Joined Nissan Motor Co., Ltd.
Apr. 2005
General Manager, Corporate Planning Division, Nissan Motor Co., Ltd.
Apr. 2008
General Manager, Brand Management Office, Nissan Motor Co., Ltd.
Sep. 2010
Vice General Manager, Brand Coordination Division, Nissan Motor Co., Ltd.
Apr. 2011
Director General for Urban Management Bureau, City of Yokohama
Apr. 2012
Director General of Culture and Tourism Bureau, City of Yokohama
Jun. 2018
President & CEO, Pacific Convention Plaza Yokohama
Jun. 2019
Outside Auditor, Imperial Hotel, Ltd. (to present)
Jun. 2020
Outside Director, TDK Corporation (to present)
Jun. 2020
Outside Director, ISUZU MOTORS LIMITED (to present)
Jun. 2022
Outside Director, the Bank (to present)(Significant concurrent positions)
Outside Director, TDK Corporation
Outside Director, ISUZU MOTORS LIMITED (scheduled to retire in June 2024)
Outside Auditor, Imperial Hotel, Ltd.
Reasons for nomination as a candidate for Outside Director and expected roles
Ms. Kozue Nakayama has abundance of experience and deep knowledge concerning corporate management
and regional development through managing companies and local government organizations and serving as an
outside officer at three listed companies including those operating globally. The Bank expects her to provide
suggestions that contribute to the development of the local community, advice on the Bank’s effort to promote
diversity, and supervise the management of the Bank from an independent and objective standpoint.
Accordingly, the Bank has nominated her as a candidate for Outside Director.

14

Candidate No. 8

Takashi Nishimura

Re-election / Outside Director / Independent Officer
Date of Birth: Sep. 23, 1956
Number of shares of the Bank held: 405 shares
Years of service as a Director: 1 year (at the conclusion of this Stockholders’ Meeting)
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1979
Joined Kintetsu Railway Co., Ltd. (currently Kintetsu Group Holdings Co., Ltd.)
Sep. 1979
Seconded to Kintetsu Real Estate Co., Ltd.
Nov. 2000
General Manager, Corporate Strategy Office, Kintetsu Real Estate Co., Ltd.
Dec. 2002
Director, Kintetsu Real Estate Co., Ltd.
Jun. 2010
Officer, In charge of Corporate Strategy, Kintetsu Railway Co., Ltd.
Jun. 2011
Officer, Vice-General Manager, Real Estate Business Division, Kintetsu Railway Co., Ltd.
Jun. 2012
Officer, General Manager in charge of Distribution Business, Lifestyle Related Business
Division, Kintetsu Railway Co., Ltd.
Jun. 2013
Director, Managing Executive Officer, General Manager in charge of Distribution Business,
Lifestyle Related Business Division, Kintetsu Railway Co., Ltd.
Apr. 2015
Senior Managing Director, Kintetsu Real Estate Co., Ltd.
Jun. 2019
Senior Executive Vice President, Kintetsu Real Estate Co., Ltd.
Jun. 2020
Director, Kintetsu Group Holdings Co., Ltd.
Jun. 2020
President, Kintetsu Miyako Hotels International, Inc. (to present)
Jun. 2021
Group Officer, Kintetsu Group Holdings Co., Ltd. (to present)
Jun. 2023
Outside Director, the Bank (to present)(Significant concurrent positions)
President, Kintetsu Miyako Hotels International, Inc. (scheduled to retire as President andassume office as Chairman of the Board in June 2024)
Group Officer, Kintetsu Group Holdings Co., Ltd. (scheduled to retire in June 2024)
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Takashi Nishimura has a wealth of experience as a corporate manager in railway, real estate, and hotelbusinesses, and has extensive knowledge and deep insight in corporate organization management andgovernance. The Bank expects him to provide advice that contributes to the development of the local
community unbound by the framework of a financial institution as well as advice on organization management
by utilizing his diverse management experience, and supervise the management of the Bank from an
independent and objective standpoint. Accordingly, the Bank has nominated him as a candidate for Outside
Director.

15

Candidate No. 9

Yuko Tahara

New candidate / Outside Director / Independent Officer
Date of Birth: Oct. 9, 1959
Number of shares of the Bank held: 0 shares
Years of service as a Director: ‒Past experience, positions, responsibilities and significant concurrent positions
Apr. 1991
Joined MANPOWER JAPAN Co., Ltd.
Aug. 1993
General Manager, Electric Home Promotion Office, RIC Co., Ltd.
Jul. 1998
President and CEO, Basic Inc. (to present)
Jun. 2012
Representative Director, Framework Promotion Association (currently Knowledge
Management Lab) (to present)
Jun. 2018
Outside Director & Member of the Audit and Supervisory Committee, Sanyo Homes
Corporation (to present)
Jun. 2019
Director (Outside), Kanematsu Corporation (to present)
Apr. 2020
Visiting Professor, Research Institute of Advanced Education, The Graduate School ofInformation & Communication (currently The Graduate School of Social Design)
Apr. 2021
Professor, School of Professional Education, The Graduate School of Information &Communication (currently The Graduate School of Social Design) (to present)(Significant concurrent positions)
President and CEO, Basic Inc.
Outside Director & Member of the Audit and Supervisory Committee, Sanyo Homes
Corporation
Director (Outside), Kanematsu Corporation
Reasons for nomination as a candidate for Outside Director and expected roles
Ms. Yuko Tahara has a wealth of experience as a corporate manager and has provided consulting services tomany companies that include support for the development of human resources development and education
programs and systems planning and implementation. Currently serving as an outside director at two listedcompanies, she possesses broad and deep insight in organization management. The Bank expects her toprovide advice on the Bank’s effort for human capital management, diversity, and SDGs and supervise themanagement of the Bank from an independent and objective standpoint. Accordingly, the Bank has nominatedher as a candidate for Outside Director.
(Notes)1. There are no special interests between any of the candidates and the Bank.
2. Ms. Kozue Nakayama, Mr. Takashi Nishimura and Ms. Yuko Tahara are candidates for Outside Directors under Article 2,
Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
3. Ms. Kozue Nakayama and Mr. Takashi Nishimura meet the requirements for independent officers under the provisions ofTokyo Stock Exchange, Inc. and the “Standards for Assessing Independence” established by the Bank. Accordingly, theBank reported them as independent officers based on the rules of the Tokyo Stock Exchange. Moreover, Mr. Takashi
Nishimura serves as the president of Kintetsu Miyako Hotels International, Inc. and a group executive officer of KintetsuGroup Holdings Co., Ltd. The Bank has regular banking transactions with both of the above companies. However, suchtransactions account for less than 1% of the said company’s consolidated net sales and the Bank’s consolidated grossbusiness profit for the most recent fiscal year, and do not have an influence on his independence.
4. Ms. Yuko Tahara meets the requirements for independent officers under the provisions of Tokyo Stock Exchange, Inc. andthe “Standards for Assessing Independence” established by the Bank. If her election is approved at this Stockholders’Meeting, the Bank will report her as one of independent officers based on the rules of the Tokyo Stock Exchange.
5. If the re-election of Ms. Kozue Nakayama and Mr. Takashi Nishimura is approved at this Stockholders’ Meeting, theBank will continue the liability limitation agreements with them to limit their liability for damage to an amount stipulated
in Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427, Paragraph 1 of theCompanies Act. In addition, if the election of Ms. Yuko Tahara is approved, the Bank will enter into a similar agreementwith her.
6. The Bank has entered into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages including compensation
for damages and legal expenses to be borne by the insured. In the event that the candidates for Directors assume the officeof Directors of the Bank, they will become the insured under the said insurance contract.

16

Proposal No. 4: Election of One (1) Director Who Is an Audit and Supervisory Committee Member
Takao Handa, Director who is an Audit and Supervisory Committee Member, will resign at theconclusion of this Ordinary Stockholders’ Meeting. Accordingly, the election of one (1) Director who is an
Audit and Supervisory Committee Member is proposed.
To ensure the objectivity and transparency of nominations, a candidate for Director who is an Audit andSupervisory Committee Member is determined by the Board of Directors after deliberation by the
Nomination and Compensation Advisory Committee, a majority of which consists of Outside Directors. The
Audit and Supervisory Committee has given its consent to this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:

Koushi Okamoto

New candidate

Date of Birth: Oct. 12, 1964
Number of shares of the Bank held: 3,532 shares
Years of service as a Director: ‒Past experience, positions, responsibilities and significant concurrent positions
Apr. 1987
Joined the Bank
Apr. 2018
General Manager, Credit Examination Division; General Manager, Business Revitalization
Support Office, the Bank
Apr. 2019
Executive Officer, General Manager, Credit Examination Division; General Manager, Business
Revitalization Support Office, the Bank
Apr. 2021
Executive Officer, General Manager, Credit Examination Division, the Bank
Apr. 2023
Managing Executive Officer, General Manager, Credit Examination Division, the Bank
Apr. 2024
Advisor, the Bank (to present)
Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee
MemberMr. Koushi Okamoto has a wealth of experience in credit examination division through working in credit
management for the Bank. He has worked to support the revitalization of customers’ businesses, striving tounderstand customers’ issues and the actual situations of the frontline bank staff and to support the customers’
businesses especially during and after the COVID-19 pandemic. With his abundant knowledge in finance andaccounting and skills to manage risks properly, he has sufficient knowledge and experience to perform his
duties in a fair manner while maintaining a constructively tense relationship with the management team toachieve effective internal control. Accordingly, the Bank has nominated him as a candidate for Director who is
an Audit and Supervisory Committee Member.
(Notes)1. There are no special interests between the candidate and the Bank.
2. If the election of Mr. Koushi Okamoto is approved at this Stockholders’ Meeting, subject to the approval of Proposal No.
2 “Partial Amendments to the Articles of Incorporation,” the Bank will enter into a liability limitation agreement with him
to limit his liability for damage to an amount stipulated in Article 423, Paragraph 1 of the Companies Act in accordancewith the provisions of Article 427, Paragraph 1 of the Companies Act.
3. The Bank has entered into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages including compensation
for damages and legal expenses to be borne by the insured. In the event that he assumes the office of Director of theBank, he will become the insured under the said insurance contract.

17

Expertise and experience of the Board (Skill Matrix)[Internal Directors]

Male

Haruyuki
Kakutani

Male

KoushiOkamoto

Male

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Current
positions at
the Bank

Kozue
Nakayama

FemaleOutsideDirector●●

Takashi
Nishimura

Male

OutsideDirector

●

●

Yuko
TaharaFemale‒●Shuhei
Aoki

Male

OutsideDirector●

Yoshihiko
KasuyaMale

OutsideDirector●

Finance /Accounting

Organization /Governance

GenderLocal
EconomyEconomic /Financial
Environment

Name

●

●

●

●

●

●

●

●

●

●

●

●

[Outside Directors]

18

●

●

●

Advisor●Other
business
experience

Koji Honda●

HR
Development

Male

●

Personnel and
Planning

Ryuichiro
Funaki●Business
Promotion

Male●

Business
Planning

TakeshiSugiura●MarketInvestment

Male

IT / Digital

Satoshi
IshidaPresident(Representative
Director)
DeputyPresident andExecutive
Officer(Representative
Director)
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
OfficerManaging
Executive
Officer

CreditAnalysis

Male

Finance /Accounting

Takashi
HashimotoCurrent
positions at the
Bank

Risk
Management

GenderManagement
Strategy

Name●Standards for Assessing Independence
Under the standards stipulated by the Bank, an Outside Officer is assessed to be independent from the Bank
when they do not fall and have not fallen under any of the following, currently or recently (Note 1).
（1） A person who has transactions with the Bank as the person’s principal counterparty (Note 2), or an
executive thereof if such person is a corporation, etc. (corporation or other body; hereinafter thesame interpretation shall apply).
（2） A principal counterparty (Note 2) of the Bank, or an executive thereof if such counterparty is a
corporation, etc.
（3） A consultant, accounting professional or legal professional who receives large amounts (Note 3) ofcash or other assets other than officer r enumeration from the Bank (if such consultant, accounting
professional, or legal professional receiving the assets is a group such as a corporation or
partnership, a person belonging to such group).
（4） A person who receives large amounts (Note 3) of donations or other contributions from the Bank, oran executive thereof if such person is a corporation, etc.
（5） A principal stockholder (Note 4) of the Bank, or an executive thereof if such stockholder is a
corporation, etc.
（6） Close relative (Note 6) of persons (excluding those who are not important (Note 5)) listed below.
A. Persons who fall under (1) through (5) above.
B. Directors, Corporate Auditors, and important employees, etc. of the Bank and its subsidiaries.
(Note 1) “Recently”
A case that can be substantially treated like a case of “currently,” including the case where the candidates
for election as outside officers fall under any of the (1) through (6) listed above when the contents of the
proposal at the Stockholders’ Meeting for their election as outside officers are decided.
(Note 2) “Principal counterparty”* A person whose payments or receipts for transactions with the Bank represent more than 2% ofconsolidated net sales (for the Bank, consolidated gross business profit) in the latest fiscal year.
* A counterparty who receives the most significant credit extended from the Bank and will be seriously
affected in the event of any change in the transaction policy of the Bank.
(Note 3) “Large amounts”
For an individual, 10 million yen or more annually on average over the preceding three years. For a
corporation, partnership, or other body, an amount exceeding 2% of the consolidated net sales or total
revenue of such body.
(Note 4) “Principal stockholder”
A stockholder who holds 10% or more of the total voting rights at the end of the latest fiscal year of the
Bank.
(Note 5) “Important”
A person who holds an officer or general manager position or equivalent position at a company, or acertified public accountant, lawyer, etc. if such person belongs to an accounting office or law office.
(Note 6) “Close relative”
A relative within two degrees of kinship of a person.

19

Proposal No. 5: Partial Revision to Remuneration Limit and Remuneration Details under Performancelinked Stock Remuneration Plan for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors)
1.

Reasons and justification for the proposal
At the 133rd Ordinary Stockholders’ Meeting held on June 29, 2021, the Bank was given approval tointroduce a performance-linked stock remuneration plan for Directors (excluding Outside Directors)(hereinafter the “Plan”). Then at the 135th Ordinary Stockholders’ Meeting held on June 29, 2023, inline with the Bank’s transition to a company with Audit and Supervisory Committee, the Bank was given
approval to abolish the remuneration limit pertaining to the Plan existing prior to the transition and reset
the remuneration limit for Directors (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors, the same shall apply hereinafter in this Proposal) of the Bank under thePlan.
The Bank hereby proposes to revise the amount, number of shares, and the details of the link to
performance under the Plan, with an intention to further clarify the link between Directors’ remunerationand the Bank’s business performance and shareholders’ value to heighten their motivation to practicemanagement based on a medium- to long-term perspective and to contribute to increasing corporate
value.
The stock remuneration under the Plan is to be given in addition to the limit on remuneration (nomore than 400 million yen per year, or no more than 80 million yen per year for Outside Directors) for
Directors (excluding Directors who are Audit and Supervisory Committee Members) approved by the135th Ordinary Stockholders’ Meeting held on June 29, 2023.
Currently, the Bank’s “decision policies pertaining to the contents of remuneration to each director” isas described on page 34 of the Japanese version of this Notice of Convocation. Subject to the approvalof this proposal, the Bank plans to change the policies to those described on page 23, in the [Reference]
section of this Notice of Convocation. This proposal has been determined in accordance with the above
policies to be revised after deliberation and recommendation by the Nomination and Compensation
Advisory Committee, the majority of whose members are Outside Directors, and is deemed appropriate
as it will enable the stable and efficient operation of the compensation system for Directors. The Audit
and Supervisory Committee deliberated this proposal and found no special matters to be stated at the
Stockholders’ Meeting based on the provisions of the Companies Act.
Subject to the approval of Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members) as originally proposed, the number of Directors
eligible for the Plan will be six (6).

2.

Amount and details of remuneration, etc. under the Plan
(1) Overview of the Plan
The Plan is a stock remuneration plan where the amount of remuneration contributed by the Bank isused to acquire shares of the Bank through a trust, and Directors receive, through delivery or payment(hereinafter “delivery, etc.”), shares of the Bank and cash equivalent to the shares of the Bank
(hereinafter “the Bank’s shares, etc.”). (Details are presented from (2) onwards.)i.

Persons eligible for the delivery, etc. of the Bank’s shares, etc. under the Plan Directors of the Bank (excluding Directors who are Audit and Supervisory Committee Members,
Outside Directors, and those who do not reside in Japan)ii.

The maximum amount of money to be contributed by the Bank (as in (2) below) A total of 240 million yen over the eligible period of three fiscal yearsiii.

Maximum number of the Bank’s shares, etc. for delivery, etc. to eligible Directors (as in (3) below)
 The maximum total number of points to be awarded to Directors for each fiscal year shall be 32,000
points. (The maximum number of the Bank’s shares, etc. for delivery, etc. is 32,000 shares,
corresponding to one share of the Bank’s common stock per point.) The number of shares corresponding to the maximum number of points to be awarded to Directors
for each fiscal year is equivalent to 0.1% of the total number of issued shares (after deducting
treasury stock, as of March 31, 2024).

20

iv.

Method used to acquire shares of the Bank (as in (2) below)
 Shares will be acquired through market transactions or from the Bank (through the disposal oftreasury stock).

v.

Details of the link to performance (as in (3) below)
 Varying from 0% to 200% based on the factors including the degree to which each fiscal year’s
performance targets (consolidated ROE, etc.) have been achievedvi.

Timing of the delivery, etc. of the Bank’s shares, etc. (as in (4) below)
 At the time of the Director’s retirement (including cases where a Director who is not an Audit andSupervisory Committee Member has resigned and assumed the position of Director who is an Audit
and Supervisory Committee Member)* At the time of death, in the event of the Director’s death.

(2) Maximum amount of money to be contributed by the Bank
The period of the Plan shall comprise three consecutive fiscal years (after approval of this proposal,
the three fiscal years beginning from the fiscal year ending March 31, 2025, and concluding with thefiscal year ending March 31, 2027). (The period of the Plan is hereinafter referred to as the “Plan
Period.”)The Bank shall contribute a maximum of 240 million yen as compensation for Directors of the Bankin each Plan Period, and establish a trust (hereinafter the “Trust”) with a trust period of three years. The
beneficiaries of the Trust shall be the Directors who satisfy the requirements for eligible beneficiary.
(The same shall apply in the event that the trust period is extended as described below.)
The Trust shall acquire shares of the Bank through market transactions or from the Bank (through thedisposal of treasury stock), using money contributed to the Trust, in accordance with the directions of thetrust administrator. The Bank shall award points to Directors (as in (3) below) during the trust period,
and the Trust shall execute the delivery, etc. of the Bank’s shares, etc.
At the conclusion of the period of the trust, instead of establishing a new trust, the existing trust may
be continued through the amendment of the trust agreement and additional contribution to the trust. In
this case, the trust period shall be extended by three years, and the Plan Period shall comprise the threefiscal years commencing from the time when the period was extended. The Bank shall make an
additional contribution of up to 240 million yen for each trust period after extension, and shall continue
to award points to Directors during the extended trust period. The trust shall continue the delivery, etc. of
the Bank’s shares, etc. during the extended trust period.
However, where an additional contribution is made by the Bank, and where shares of the Bank
(excluding shares awaiting delivery to a Director who holds a corresponding number of points) or cash
(hereinafter “residual shares, etc.”) remain among the trust assets as of the final day of the trust period
immediately before extension, the sum of the value of these residual shares, etc. and the additional
contribution must not exceed 240 million yen.
In the event that the trust agreement is not amended, nor an additional trust established at theconclusion of the trust period (or at the conclusion of the extended trust period, should the trust period
be extended as described above), then no further points shall be awarded to Directors from that time on.
If, however, at that time, there is a possibility that an incumbent Director may satisfy the requirements
for eligible beneficiary, then the period of the trust may be extended temporarily for the purpose ofcompleting the delivery, etc. of the Bank’s shares, etc. to the Director.
(3) Calculation method and maximum number of the Bank’s shares, etc. for delivery, etc. to Directors
During a designated period, subsequent to the conclusion of each fiscal year within the Plan Period,
the Bank shall grant Directors “fixed points” corresponding to their rank, and a number of“performance-linked points” varying between 0% and 200% of a certain number, depending on factors
such as the degree to which management targets (consolidated ROE etc.) have been achieved.
Points awarded shall be accumulated each year, and delivery, etc. of the Bank’s shares, etc. shall bemade to each Director at the time of his or her retirement, in accordance with the number of points he or
she has accumulated (hereinafter the “Accumulated Points”).
Each point shall correspond to one share of the Bank’s common stock. However, the number of theBank’s shares, etc. per point may be adjusted, if adjustment is deemed reasonable due to an event suchas a stock split or stock consolidation of the Bank’s stock during the trust period, in accordance with thestock split ratio, consolidation ratio, or other factors.
21

The maximum total number of points to be awarded to Directors of the Bank each fiscal year shall be
32,000 points. The total number of the Bank’s shares, etc. to be delivered to Directors through the trust
for each fiscal year shall therefore not exceed 32,000 shares. The maximum number of shares to bedelivered has been determined based on the maximum amount of trust money described in (2) above,with reference to information such as the price of the Bank’s stock in the past.
(4) Method and timing for the delivery, etc. of the Bank’s shares, etc. to Directors
A Director who has satisfied the requirements for eligible beneficiary shall receive the delivery, etc.
of a certain number of the Bank’s shares, etc. calculated based in (3) above, at the time of his or her
retirement from the position of Director (including cases where a Director who is not an Audit andSupervisory Committee Member has resigned and assumed the position of Director who is an Audit andSupervisory Committee Member). The said Director shall receive the delivery of a certain number ofshares of the Bank’s stock (rounded down to the nearest trading unit) equivalent to a certain proportionof his or her Accumulated Points. The residual shares shall be converted to cash within the trust, and the
Director shall receive cash equivalent to the shares.
In the event of the death of an incumbent Director, shares of the Bank corresponding to all
Accumulated Points already awarded to the Director at that time shall, in principle, be converted to cash
within the trust, and the heir of the deceased Director shall receive cash equivalent to the shares.
(5) Voting rights associated with shares of the Bank held in the trust
Voting rights associated with shares of the Bank held in the trust shall not be exercised for theduration of the trust period, in order to ensure neutrality with respect to the Bank’s management.
(6) Other details of the Plan
Other details of the Plan shall be determined by the Board of Directors at the occasion of theestablishment of the trust, amendment to the trust agreement, and additional contributions to the trust.

22[Reference] "Matters regarding decision policies pertaining to the contents of remuneration to each director"
If this proposal is approved and passed as originally proposed, the “Matters regarding decision policies
pertaining to the contents of remuneration to each director" will be as follows.
1.

Basic policy
 The remuneration system is designed to encourage Directors (excluding Directors who are Audit andSupervisory Committee members. Same hereafter) to improve the Bank’s business performance in eachfiscal year, to conduct management from a medium- to long-term perspective, and to enhance theirawareness of their duty to contribute to increasing its corporate value. As a basic policy, remunerationfor each director shall be set at an appropriate level determined by the Board of Directors once a year
following deliberation and reporting by the Nomination and Compensation Advisory Committee.
 More specifically, Directors’ remuneration comprises fixed monthly compensation (monetary
remuneration), performance-linked monetary remuneration, and performance-linked, stock-based
compensation, while remuneration for Outside Directors, whose responsibility is limited to asupervisory function, comprises only monthly remuneration determined in consideration of their duties.

2.

Policy on determination of individual monthly remuneration (monetary remuneration) The monthly remuneration for Directors of the Bank shall be fixed monthly remuneration, and shall becomprehensively determined in accordance with the “Remuneration Regulations for Directors andOfficers” taking into consideration the position, the level of remuneration of other companies, thebusiness performance of the Bank, and the level of employee salaries.

3.

Policy on determination of the details and methods of calculating the amount of performance-linked
monetary remuneration
 The purpose of performance-linked, monetary remuneration is to clarify the linkage between Directors’
remuneration and the Bank’s business performance, and to increase the Directors’ awareness of theneed to contribute to improving the Bank’s business performance in each fiscal year.
 In accordance with the “Remuneration Regulations for Directors and Officers” and the “Regulations of
Performance-linked Monetary Remuneration” established by the Board of Directors, monetary
remuneration varying in a range between 0% and 200% of a set amount, corresponding to the directors’
rank and depending on the achievement of the Bank’s performance targets for each fiscal year, shall be
paid as a bonus at a set time each year. The target value of net income attributable to owners of parent(“consolidated net income”) for each fiscal year shall be used as an indicator.
 However, if consolidated net income is less than 0.0 billion yen, the amount of performance-linked
monetary remuneration shall be 0 yen.

4.

Policy on determination of the details and methods of calculating the amount and number of
performance-linked stock remuneration (non-monetary remuneration)
The purpose of performance-linked stock remuneration is to clarify the linkage between Directors’
remuneration and the Bank’s business performance and stock value, and to increase the directors’
awareness of the need to contribute to improving the Bank’s business performance and increasing its
corporate value over the medium- to long-term.
The Bank will adopt a scheme known as a “Board Incentive Plan (BIP) Trust” (“BIP Trust” hereinafter)
as a performance-linked stock remuneration plan for the three fiscal years from the fiscal year ending
March 31, 2025 to the fiscal year ending March 31, 2027.
The BIP Trust is an incentive plan for Directors under which shares of the Bank and an amountequivalent to the cash proceeds from the conversion of the Bank's shares are delivered or paid to
Directors in accordance with their ranks and indicators such as the achievement of the Bank’s
performance targets.
In accordance with the “Remuneration Regulations for Directors and Officers” and the “Share Delivery
Regulations Concerning the Officer Compensation BIP Trust” established by the Board of Directors,“fixed points” corresponding to the directors’ rank and “performance-linked points” ranging from 0%
to 200%, depending on the achievement of the Bank’s performance targets for each fiscal year, areawarded at a set time each year.
Points awarded shall be accumulated each year, and delivery, etc. of the Bank’s shares, etc. shall bemade to each Director at the time of his or her retirement (including cases where a Director who is not
an Audit and Supervisory Committee Member has resigned and assumed the position of Director who










23

is an Audit and Supervisory Committee Member), in accordance with the number of points he or she
has accumulated (hereinafter the “Accumulated Points”).
 The "performance-linked points" for each fiscal year shall be based on the target consolidated ROE foreach fiscal year, in order to increase the motivation of Directors to achieve the Bank's goal of"increasing return on capital over the medium- to long-term" set in its management plan.
 The maximum amount of money to be contributed by the Bank shall be 240 million yen in total forthree fiscal years (the total number of shares of the Bank to be delivered shall be 96,000 shares).
 In the event that a Director has committed a serious violation of the delegation agreement, etc. between
the Bank and the Director during the course of his/her duties, or has been dismissed due to an act
constituting a reason for dismissal of a Director, the Bank shall not make delivery, etc. of shares under
the Plan to the Director (malus), or may request the return of money equivalent to the shares, etc. thathave been delivered to him/her (clawback).
5.

Policy on determination of monthly remuneration, performance-linked monetary remuneration andperformance-linked stock remuneration as a percentage of remuneration, etc., for individual directors
 The proportion of each type of remuneration for Directors shall be determined to ensure that the levelof remuneration encourages directors to improve the Bank’s business performance in each fiscal year,
to conduct management from a medium- to long-term perspective, and to enhance their awareness of
their duty to contribute to increasing its corporate value.
 Specifically, monthly remuneration shall be a fixed remuneration, the proportion of performance-linked
monetary remuneration shall be 0% to 10%, and the proportion of performance-linked stock
remuneration shall be 10% to 30% of the annual total monthly remuneration, depending on the degreeof achievement of targets.

6.

Matters concerning determination of individual directors’ remuneration, etc.
 In its efforts to ensure objectivity and transparency in the procedures employed to determine
remuneration for directors and officers and enhance corporate value, the Bank has established theNomination and Compensation Advisory Committee, of which the Chair and a majority of the members
are independent outside directors.
 Individual Director’s remuneration is determined by the Board of Directors in accordance with the“Remuneration Regulations for Directors and Officers” based on deliberations and recommendation of
the Nomination and Compensation Advisory Committee.

24