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 3, 2021
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 113TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the 113th Annual General Meeting of Shareholders of The Aomori Bank, Ltd.
(the “Bank”) will be held for the purposes as described below.
In light of the novel coronavirus situation, the Bank strongly recommend that you exercise your voting
rights by mailing the Voting Rights Exercise Form or via electromagnetic means (via the Internet) in order toensure safety of shareholders and prevent the spread of infection. Please review the Reference Documents for
the General Meeting of Shareholders below, and exercise your voting rights by 5:00 p.m. on Wednesday, June23, 2021, Japan Standard Time.
The meeting will be streamed live via the Internet. Therefore, you will be able to watch it online without
visiting the venue.
1. Date and Time:
2. Place:

Thursday, June 24, 2021 at 10:00 a.m. Japan Standard Time
(Reception desk opens at 9:00 a.m.)
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 113th Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 113th Fiscal Year (fromApril 1, 2020 to March 31, 2021) 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◎ Handling of Duplicate Voting(1) If you exercise your voting rights both in written form via mail and via the Internet, the vote placed
via the Internet 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, andmobile phone, the last vote will be deemed valid.
◎ Requests to the shareholders
・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
upon arrival.
Shareholders are kindly requested to bring this notice of convocation to the meeting venue in order tohelp conserve resources.
・ 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 any revisions are required in the Reference Documents for the General Meeting ofShareholders, the Business Report, and the Non-Consolidated Financial Statements, ConsolidatedFinancial Statements, the revised information will be posted on the Bank’s website(https://www.a-bank.jp/).

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 25 yen per share of common stock be paid and that the total amount be509,579,700 yen.
The full-year dividends for the fiscal year under review will be 50 yen per share, including aninterim dividend of 25 yen that has already been paid.
(3) Effective date of distribution of surplus
June 25, 2021

2.

Matters concerning the appropriation of surplus(1) Item and amount of surplus to be decreased
Unappropriated retained earnings
1,000,000,000 yen(2) Item and amount of surplus to be increased
Appropriated retained earnings
1,000,000,000 yen3

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 bythe 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.

Name1 Susumu Narita (Male)

Current position at the Bank

Attendance atmeetings of theBoard of Directors

Director / President(Representative Director)
Reappointment

14 / 14(100%)2

AkihiroKawamura(Male)

Director / Senior Managing Executive Officer(Representative Director)
Reappointment

14 / 14(100%)

3

Tomohiko
Sasaki(Male)

Director / Senior Managing Executive Officer
Reappointment

14 / 14(100%)4

KeitaroIshikawa(Male)

Director / Managing Executive Officer
Reappointment

14 / 14(100%)

5NaotakeAtsumi(Male)

Director
Reappointment
Outside Director
Independent Director

14 / 14(100%)

4

No.

Name(Date of birth)

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

1219782008

Number ofshares ofthe Bank
held

Joined the Bank
Executive Officer / General Manager of Credit
Supervision DivisionJun.
2010 Executive Officer / General Manager ofSusumu Narita
Hirosaki Branch(Sep. 27, 1954)
6,320
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 possesses abundant experience and a high level of knowledge, having been
involved in corporate business planning, credit supervision, etc. He has exercised leadership formany years since his assumption of office as Representative Director in June 2014, and led theBank in its efforts to maintain sustainable growth and improve corporate value. The Bank has
nominated him as a candidate for Director in the expectation that he may contribute to theenhancement of decision making and supervisory functions of the Board of Directors in an
effective manner.
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
Akihiro Kawamura
Apr.
2011 Executive Officer / General Manager of(Sep. 11, 1957)
3,840
Business Administration Division
sharesJun.
2012 Executive Officer / General Manager ofReappointment
Credit Supervision DivisionJun.
2013 Director / Hirosaki Area SupervisorJun.
2015 Managing DirectorJun.
2018 Director / Senior Managing Executive Officer
Dec.
2020 Director / Senior Managing Executive Officer
and General Manager of Tokyo Branch(current position)
In charge of General Planning Division andTokyo Liaison Office[Reason for nomination as a candidate for Director]
Mr. Akihiro Kawamura possesses a wide-ranging experience, having been involved in corporate
planning, retail business planning, credit supervision, etc. He has fully contributed to the Board ofDirectors as it made important operational decisions and supervised the execution of duties. TheBank has nominated him as a candidate for Director in the expectation that he may contribute to
the enhancement of the decision making and supervisory functions of the Board of Directors in an
effective manner.

5No.

Name
(Date of birth)

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

319832004
2009
2011

Number ofshares ofthe Bank
heldJoined the Bank
General Manager of Matsuzonocho Branch
General Manager of Sendai Branch
General Manager of Treasury & InternationalDivisionJun.
2012 General Manager of Hachinohe BranchJun.
2014 Executive Officer / General Manager ofGeneral Planning DivisionJun.
2015 Director / General Manager of General
Tomohiko Sasaki
Planning Division(Apr. 25, 1960)
1,800
Jun.
2017 Managing Director / Executive Generalshares
Manager of Regional Headquarters (AomoriReappointmentArea)
Jun.
2018 Managing Executive Officer / Executive
General Manager of Regional Headquarters(Aomori Area)
Jun.
2019 Director / Senior Managing Executive Officer(current position)
In charge of Credit Supervision Division,Treasury & International Division, andGeneral Affairs Division[Reason for nomination as a candidate for Director]
Mr. Tomohiko Sasaki has abundant experience, having been involved in corporate planning,market operations, etc. In recent years, he has supervised the credit supervision division and themarket division to demonstrate his skills in enhancing risk management. The Bank has nominatedhim as a candidate for Director in the expectation that he may contribute to the enhancement of thedecision making and supervisory functions of the Board of Directors in an effective manner.

6No.

Name(Date of birth)

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

41984
2005
2008
2009

Number ofshares ofthe Bank
held

Joined the Bank
General Manager of Ominato Branch
General Manager of Minato Branch
General Manager of Minato Branch andHoncho Branch
Apr.
2010 General Manager of Personnel Division
Apr.
2011 General Manager of General Planning
DivisionJun.
2013 General Manager of Head OfficeJun.
2014 Executive Officer /Keitaro Ishikawa
General Manager of Head Office(Apr. 26, 1961)
2,160
Jun.
2015 Executive Officer / General Manager ofsharesBusiness Administration Division
Reappointment
Jun.
2016 Director / Executive General Manager ofRegional Headquarters (Hirosaki Area)
Jun.
2018 Managing Executive Officer / Executive
General Manager of Regional Headquarters(Hirosaki Area)
Jun.
2019 Director / Managing Executive Officer(current position)
In charge of Business Administration Division,Business Promotion Division, and Business
Partnering Division[Reason for nomination as a candidate for Director]
Mr. Keitaro Ishikawa has a wide-ranging experience, having been involved in corporate
planning, retail business planning, and personnel division, etc. In recent years, he has supervised theentire business planning division and exercised leadership in creating new business strategies. The
Bank has nominated him as a candidate for Director in the expectation that he may contribute to theenhancement of the decision making and supervisory functions of the Board of Directors in aneffective manner.

7No.

Name
(Date of birth)

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

1968
1984

Number ofshares ofthe Bank
held

Joined Nippon Aluminum Corporation
Joined Sumitomo Business Consulting Co.,Ltd.
Naotake Atsumi
Apr.
1989 General Manager and Chief Consultant of(Jun. 6, 1945)
Osaka Consultant Division III
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 DivisionApr.
2013 Representative of Anz Consulting (currentposition)
5Jun.
2018 Director of the Bank (current position)[Reason for nomination as a candidate for Outside Director and expected role]
Mr. Naotake Atsumi has abundant experience and wide-ranging knowledge, having served as
Chief Researcher at The Japan Research Institute, Limited, and managed consulting services, etc.
The Bank has nominated him as a candidate for Outside Director in the expectation that hisexperience may contribute to the effective enhancement of the decision making and supervisory
functions of the Board of Directors.
Although Mr. Atsumi does not have experience of participating directly in corporate
management, based on the above reasons, the Bank has evaluated that he will be able toappropriately execute his duties as Outside Director.
Mr. Atsumi will have served as Outside Director of the Bank for three (3) years at theconclusion of this meeting.
(Notes) 1. There is no special interest 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.
5. Directors and officers liability insurance agreement with Directors
The Bank has entered into a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph( 1) of the Companies Act. At thetime of renewal, the Bank intends to renew the agreement under the same terms. Directors, if
their reappointment is approved, will continue to be covered by the said insurance agreement.
An overview of the contents of the directors and officers liability insurance agreement is asfollows:• The insurance premium is fully borne by the Bank.
• The insurance agreement shall cover any damage that may arise as Directors, the insured,assume responsibility in executing their duties or receive claims related to the pursuit of suchliability. However, there are certain exemptions, such as no compensation being given for
liability attributable to acts in violation of laws or regulations that were carried out with fullknowledge of their illegality.

8(Reference)

Independence Standards for Outside Officers
The Bank designates all Outside Officers 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 kinshipEnd9