These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8342)
June 4, 2019
To Shareholders with Voting Rights:
Susumu Narita
President
The Aomori Bank, Ltd.
9-30, Hashimoto 1-chome, Aomori City,Aomori, JapanNOTICE OF CONVOCATION OF
THE 111TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 111th Annual General Meeting of Shareholders of The Aomori Bank,
Ltd. (the “Bank”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights by submitting the Voting Rights
Exercise Form or via electromagnetic means (the Internet). Please review the Reference Documents for theGeneral Meeting of Shareholders below, and exercise your voting rights by 5:00 p.m. on Tuesday, June 25,
2019, Japan time.
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time

2. Place:

8F, Main Conference Room, Head Office of the Bank, 9-30, Hashimoto
1-chome, Aomori City, Aomori, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-Consolidated Financial Statements for theBank’s 111th Fiscal Year (from April 1, 2018 to March 31, 2019)
2. Consolidated Financial Statements for the Bank’s 111th Fiscal Year (fromApril 1, 2018 to March 31, 2019) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee
Proposals to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Election of five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)1◎ Requests to the shareholders
・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
upon arrival.
For conservation of resources, please bring this “notice of convocation” with you.
・ In order to save electricity, the air conditioning at the venue will be set moderately. We wouldappreciate your attendance in light attire.
◎ Notice・ Of the documents that should be provided with this notice, “Non-Consolidated Statements of Changes
in Net Assets” and “Notes to the Non-Consolidated Financial Statements,” as well as “ConsolidatedStatements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” areposted on the Bank’s website (https://www.a-bank.jp/) in accordance with laws and regulations aswell as Article 16 of the Articles of Incorporation of the Bank. They are therefore not included in theAppendix to this notice. Accordingly, the Non-Consolidated Financial Statements and Consolidated
Financial Statements included in the Appendix to this notice are part of the Non-Consolidated
Financial Statements and Consolidated Financial Statements that were audited by the Accounting
Auditor and Audit and Supervisory Committee in preparing the Accounting Audit Report and Audit
Report.
・ In case revisions are required to the Reference Documents for the General Meeting of Shareholders,the Business Report, and the Non-Consolidated Financial Statements, Consolidated FinancialStatements, the revised information will be posted on the Bank’s website (https://www.a-bank.jp/).
◎ Handling of Duplicate Voting(1) If you exercise your voting rights both in written form and via the Internet, the vote placed via theInternet will be deemed valid.
(2) If you exercise your voting rights multiple times via the Internet, the last vote will be deemed valid.
Additionally, if you exercise your voting rights multiple times via personal computer, smartphone,and mobile phone, the last vote will be deemed valid.

2Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of surplus
The Bank’s basic policy is to maintain stable dividends while striving for long-term enhancement of its
business foundation. Under this policy, the Bank proposes that the surplus for the fiscal year under review be
appropriated as follows.
1.

Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount
It is proposed that 30 yen per share of common stock be paid, and that the total amount be
611,543,460 yen.
The full-year dividends for the fiscal year under review will be 60 yen per share, including aninterim dividend of 30 yen that has already been paid.
(3) Effective date of distribution of surplus
June 27, 20192.

Matters concerning the appropriation of surplus(1) Item and amount of surplus to be decreased
Unappropriated retained earnings
3,000,000,000 yen(2) Item and amount of surplus to be increased
Appropriated retained earnings
3,000,000,000 yen

3Proposal No. 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this meeting.
Accordingly, the election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members) is proposed
Additionally, the candidates for Directors were nominated after the appropriate procedures were taken by
the Nomination and Remuneration Committee, which consists mainly of Independent Outside Directors, andas a result of deliberation of this Proposal, the Audit and Supervisory Committee determined that thesecandidates are qualified for the position of Director.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows:No.

Candidate nameCurrent position at the Bank

Attendance atmeetings of theBoard of Directors

1Susumu Narita

Director / President(Representative Director)
Reappointment

14 / 14(100%)2

Akihiro Kawamura

Director / Senior Managing Executive Officer
Reappointment

14 / 14(100%)

3

Tomohiko Sasaki

Managing Executive Officer
New candidate―

4Keitaro Ishikawa

Managing Executive Officer
New candidate―

Naotake Atsumi

Director
Reappointment
Outside Director
Independent Director

11 / 11(100%)5(Note) Candidate for Director Mr. Naotake Atsumi was newly elected as a Director at the Annual General Meeting ofShareholders for the previous year (held on June 26, 2018). Accordingly, his attendance at meetings of the Boardof Directors refers to meetings of the Board of Directors held from that day onward.

4No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr.
Jun.

1

2

Number ofshares ofthe Bank
held

1978 Joined the Bank
2008 Executive Officer / General Manager of Credit
Supervision DivisionJun.
2010 Executive Officer / General Manager ofSusumu Narita
Hirosaki Branch(Sep. 27, 1954)
5,720
Apr.
2011 Executive Officer / Hirosaki Area Supervisor
sharesReappointment
Jun.
2011 Managing DirectorJun.
2014 Senior Managing Director
Apr.
2015 Director / President (current position)
In charge of Auditing Division[Reason for nomination as a candidate for Director]
Mr. Susumu Narita is well versed in operations both of branches and headquarters, backed byabundant experience. He has driven the management of the Bank with precision since hisassumption of office as Representative Director in June 2014, and has accumulated adequate socialcredibility. The Bank has nominated him as a candidate for Director in the expectation that he will
fulfill his role as the chief officer in charge of management, administration and business execution.
Apr.
1981 Joined the Bank
Apr.
2005 General Manager of Minato BranchApr.
2007 General Manager of General Planning Division
and General Manager of Public Relations
OfficeJan.
2008 General Manager of Personal Banking DivisionJun.
2009 General Manager of General Planning Division
Apr.
2011 Executive Officer / General Manager of
Akihiro Kawamura
Business Administration Division(Sep. 11, 1957)
3,640
Jun.
2012 Executive Officer / General Manager of Credit shares
Supervision Division
Reappointment
Jun.
2013 Director / Hirosaki Area SupervisorJun.
2015 Managing DirectorJun.
2018 Director / Senior Managing Executive Officer(current position)
In charge of General Planning Division, Tokyo
Liaison Office, Treasury & International
Division, and Personnel Division[Reason for nomination as a candidate for Director]
Mr. Akihiro Kawamura has served as General Manager of four headquarters divisions. He
assumed the office of Director in June 2013 and has supervised four headquarters divisions inrecent years. He has the knowledge and experience to execute management and administration in
general in an accurate, fair manner, and the Bank has nominated him as a candidate for Director in
the expectation that his knowledge and experience may contribute to the enhancement of themanagement structure through the improvement of the decision-making and supervisory functionsof the Board of Directors.

5No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr.
Apr.
Oct.
Jun.

3

4

Number ofshares ofthe Bank
held

1983
2004
2009
2011

Joined the Bank
General Manager of Matsuzonocho Branch
General Manager of Sendai Branch
General Manager of Treasury & International
DivisionJun.
2012 General Manager of Hachinohe BranchJun.
2014 Executive Officer / General Manager ofTomohiko Sasaki
General Planning Division(Apr. 25, 1960)
1,700
Jun.
2015 Director / General Manager of GeneralsharesPlanning Division
New candidateJun.
2017 Managing Director / Executive General
Manager of Regional Headquarters (AomoriArea)
Jun.
2018 Managing Executive Officer / Executive
General Manager of Regional Headquarters(Aomori Area) (current position)[Reason for nomination as a candidate for Director]
Mr. Tomohiko Sasaki has served as General Manager of three branches and General Manager oftwo headquarters divisions. He assumed the office of Director in June 2015 and has supervised theAomori Area as Managing Executive Officer since June 2018. Based on his balanced qualities as anexecutive, the Bank has nominated him as a candidate for Director in the expectation that he will
deliver swift and flexible decision-making as Director.
Apr.
1984 Joined the Bank
Jun.
2005 General Manager of Oominato BranchJun.
2008 General Manager of Minato Branch
Nov.
2009 General Manager of Minato Branch andHonchou Branch
Apr.
2010 General Manager of Personnel Division
Apr.
2011 General Manager of General Planning
Division
Keitaro Ishikawa
Jun.
2013
General Manager of Head Office(Apr. 26, 1961)
2,060
Jun.
2014 Executive Officer /shares
General Manager of Head Office
New candidateJun.
2015 Executive Officer / General Manager ofBusiness Administration DivisionJun.
2016 Director / Executive General Manager ofRegional Headquarters (Hirosaki Area)
Jun.
2018 Managing Executive Officer / Executive
General Manager of Regional Headquarters(Hirosaki Area) (current position)[Reason for nomination as a candidate for Director]
Mr. Keitaro Ishikawa has served as General Manager of three branches and General Manager ofthree headquarters divisions. He assumed the office of Director in June 2016 and has supervised theHirosaki Area as Managing Executive Officer since June 2018. The Bank has nominated him as acandidate for Director as it has judged that he will be able to contribute sufficiently to the Bank’sbusiness development and enhancing the management structure, based on his experience in a broad
range of areas.

6No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr.
Nov.

Number ofshares of
the Bank
held1968 Joined Nippon Aluminum Corporation
1984 Joined Sumitomo Business Consulting Co.,
Ltd.
Apr.
1989 General Manager and Chief Consultant of
Naotake Atsumi
Osaka Consultant Division III, Sumitomo(Jun. 6, 1945)
Business Consulting Co., Ltd.
Apr.
1995 General Manager and Chief Researcher ofReappointment
Marketing Strategy Division, Research300
Business Headquarters, The Japan Researchshares
Outside Director
Institute, LimitedJul.
2005 Partner and Chief Researcher of Integrated
Independent Director
Research Division, The Japan ResearchInstitute, LimitedApr.
2013 Representative of Anz Consulting (current5position)
Jun.
2018 Director of the Bank (current position)[Reason for nomination as a candidate for Outside Director]
Mr. Naotake Atsumi has accumulated a high level of expertise in areas such as management
strategy and marketing strategy as a management consultant. The Bank has nominated him as acandidate for Outside Director in the expectation that his knowledge and experience may contributeto further enhancement of the decision-making and supervisory functions of the Board of Directors.
Furthermore, Mr. Atsumi does not have experience of participating directly in corporate
management, but based on the above reasons, the Bank has judged that he will be able toappropriately execute his duties as Outside Director.
Mr. Atsumi will have served as Outside Director of the Bank for one (1) year at the conclusion ofthis meeting.
(Notes) 1. There is no special interest relationship between each candidate for Director and the Bank.
2. Mr. Naotake Atsumi is a candidate for Outside Director.
3. The Bank has registered Mr. Naotake Atsumi as an Independent Director with the Tokyo Stock
Exchange as set forth in the regulations of the Exchange, and if the reappointment of Mr.
Naotake Atsumi is approved, the Bank intends for him to continue as an Independent Director.
4. Liability limitation agreement with Directors
The Bank has entered into an agreement with Mr. Naotake Atsumi to limit his liability pursuant
to Article 427, paragraph (1) of the Companies Act, and if the reappointment of Mr. Naotake
Atsumi is approved, the Bank intends to continue the agreement with him.
An overview of the content of the liability limitation agreement is as follows:• In the event that a Director is liable for damages to the Bank owing to failure to perform hisor her duties, his or her liability shall be limited to the total amount provided for in each itemof Article 425, paragraph (1) of the Companies Act.
• The aforementioned limitation of liability shall only be recognized in cases when theperformance of duties by the Director that is the cause of the liability is done so in good faithand without serious negligence.

7

(Reference)

Independence Standards for Outside Directors
The Bank designates all Outside Directors who qualify as Independent Directors as Independent Directors.
(Independence Standards for Outside Directors)
The Bank has formulated its Independence Standards as follows:(1) The party shall not be a party whose major business partner is the Bank or an executive thereof.
(2) The party shall not be a major business partner of the Bank or an executive thereof.
(3) The party shall not be a consultant, accounting specialist, or legal specialist who receives significant
money or benefits from the Bank (excluding the Bank’s executive remuneration).
(4) The party shall not be a major shareholder or an executive thereof.
(5) The party shall not be a party that receives significant donations from the Bank or an executive thereof.
(6) The party shall not have fallen under any of the criteria in (1) to (5) above within the past three (3) years.
(7) The party shall not be a close relative of anyone falling under any of the criteria (1) to (6) above.
*1 “A party whose major business partner is the Bank”: Refers to a business partner for which transactions with the Bank make up 2% or more of thebusiness partner’s consolidated net sales in the most recent fiscal year.
*2 “A major business partner of the Bank”: Refers to a business partner for which income from transactions with the business partner makes up 2% ormore of the Bank’s consolidated gross profit in the most recent fiscal year.
*3 “Significant”: An amount exceeding 10 million yen per year over the past three (3) years on average*4 “A major shareholder”: A shareholder that holds 10% or more in direct or indirect voting rights of the Bank
*5 “A close relative”: A relative within the second degree of kinshipEnd8