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, 2018
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 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 110th 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 the
General Meeting of Shareholders below, and exercise your voting rights by 5:00 p.m. on Monday, June 25,
2018, Japan time.
1. Date and Time:

Tuesday, June 26, 2018 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 the
Bank’s 110th Fiscal Year (from April 1, 2017 to March 31, 2018)
2. Consolidated Financial Statements for the Bank’s 110th Fiscal Year (from
April 1, 2017 to March 31, 2018) 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: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 4: Election of four (4) Directors who are Audit and Supervisory Committee
Members
Proposal No. 5: Determination of amount and content of performance-linked stockcompensation, etc. for Directors, etc.

1

4. Exercise of Voting Rights:(1) Exercise of Voting Rights by Mail
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by 5:00 p.m. on Monday, June 25, 2018, Japan time.
(2) Exercise of Voting Rights via the Internet
Please access the Bank’s designated voting website (https://evote.tr.mufg.jp/), use the “Login ID” and“Temporary Password” printed on the enclosed Voting Rights Exercise Form, and indicate your vote foror against the proposals following the instructions on the screen.
For details, please view the “Procedures for Exercise of Voting Rights via the Internet” on pages 53 to
54, and exercise your voting rights by 5:00 p.m. on Monday, June 25, 2018, Japan time.(Japanese only)(3) Handling of Duplicate Voting
If you exercise your voting rights both by mailing the Voting Rights Exercise Form and via theInternet, the vote placed via the Internet will be deemed valid.
If you exercise your voting rights multiple times via the Internet, the final vote will be deemed valid.
End~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◎ 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 would
appreciate your attendance in light attire.
◎ Notice・ Of the documents that should be provided with this notice, “Matters related to Share Acquisition
Rights, etc. of the Bank” in the Business Report, “Non-Consolidated Statements of Changes in Net
Assets” and “Notes to the Non-Consolidated Financial Statements,” as well as “Consolidated
Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” areposted on the Bank’s website (http://www.a-bank.jp/) in accordance with laws and regulations as well
as Article 16 of the Articles of Incorporation of the Bank. They are therefore not included in the
Appendix to this notice. Accordingly, the documents included in the Appendix to this notice are partof the Non-Consolidated Financial Statements and Consolidated Financial Statements that wereaudited by the Accounting Auditor in preparing the Accounting Audit Report, and part of the Business
Report, the Non-Consolidated Financial Statements and Consolidated Financial Statements that wereaudited by the Audit and Supervisory Committee in preparing the 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 Financial
Statements, the revised information will be posted on the Bank’s website (http://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 30 yen per share of common stock be paid, and that the total amount be
611,196,180 yen.
Furthermore, effective October 1, 2017, the Bank conducted a share consolidation with 10 sharesof common stock consolidated into 1 share. In the fiscal year under review, the Bank paid aninterim dividend of 3 yen per share with a record date of September 30, 2017, prior to the shareconsolidation, and therefore, after conversion to a post-share consolidation basis, full-year
dividends for the fiscal year under review will be equivalent to 60 yen per share, including aninterim dividend of 30 yen and a year-end dividend of 30 yen.
(3) Effective date of distribution of surplus
June 27, 20182.

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: Partial Amendments to the Articles of Incorporation
1. Reason for proposal
In order to further enhance corporate governance systems, and further improve corporate value, theBank has decided to strengthen the decision-making and supervisory functions of the Board of Directors
by introducing a System of Executive Officers with Special Titles, thereby further separating the“supervision” and “execution” of management.
In line with the above, Directors concurrently engaged in business execution shall become Executive
Officers, and therefore the Bank shall amend Article 28 of the current Articles of Incorporation to provide
adaptability and flexibility when electing Directors with Special Titles, by amending where the current
Articles of Incorporation state that the Board of Directors “shall elect” Managing Directors to “mayelect.”
2. Contents of the amendments
The contents of the amendments are as follows.
In addition, these amendments shall take effect at the conclusion of this meeting.
(Amended parts are underlined.)
Current Articles of Incorporation(Representative Director and Directors with Special
Titles)
Article 28 The Board of Directors shall elect one ormore Representative Directors by resolution.

Proposed Amendments(Representative Director and Directors with Special
Titles)
Article 28 The Board of Directors shall elect one ormore Representative Directors from among
Directors (excluding Directors who are
Audit and Supervisory Committee
Members) by resolution.

2. The Board of Directors shall elect 1 Director/ President and a small number of Managing
Directors by resolution. Furthermore, theBoard of Directors may elect 1 Director /Chairman and a small number of Director /Deputy Presidents and/or Senior Managing
Directors, depending on operational
circumstances.

2. The Board of Directors shall elect 1 Director/ President from among Directors (excluding
Directors who are Audit and Supervisory
Committee Members) by resolution.
Furthermore, the Board of Directors may
elect 1 Director / Chairman and a small
number of Director / Deputy Presidents,
Senior Managing Directors, and/orManaging Directors.

3. The Director / President shall represent theBank.

3. (Unchanged)

4

Proposal No. 3: Election of five (5) 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 meeting.
In order to strengthen the supervisory function of Directors and further clarify the system of businessexecution by Executive Officers, the Bank shall introduce a System of Executive Officers with Special Titles.
Accordingly, the election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members), including one (1) Outside Director is proposed
Additionally, as a result of deliberation of this Proposal, the Audit and Supervisory Committee
determined that these candidates 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

1

Satoshi Hamaya

Director / Chairman(Representative Director)
Reappointment

17 / 17(100%)

2

Susumu Narita

Director / President(Representative Director)
Reappointment

17 / 17(100%)

3

Akihiro Kawamura

Managing Director
Reappointment

16 / 17(94%)

4

Hitoshi Takeuchi

Managing Director
Reappointment

14 / 17(82%)

Naotake Atsumi

New candidate
Outside Director
Independent Director

―

5

5

No.

Name
(Date of birth)

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

1

2

Number ofshares of
the Bank
held1973 Joined the Bank
2003 Director / General Manager of Credit
Supervision DivisionJun.
2006 Director / General Manager of General
Satoshi Hamaya
Planning Division(Dec. 11, 1950)
3,800
Jun.
2007 Managing Director
sharesReappointment
Jun.
2009 Senior Managing DirectorJun.
2010 Director / Deputy President
Apr.
2011 Director / President
Apr.
2015 Director / Chairman (current position)[Reason for nomination as a candidate for Director]
Mr. Satoshi Hamaya has been engaged in the management of the Bank, accumulating abundant
experience and achievements. He has driven the management of the Bank as the Representative
Director / President since April 2011. The Bank has nominated him as a candidate for Director in
the expectation that his experience may contribute to the enhancement of the management structure
through the improvement of the decision-making and supervisory functions of the Board of
Directors.
Apr.
1978 Joined the Bank
Jun.
2008 Executive Officer / General Manager of Credit
Supervision DivisionJun.
2010 Executive Officer / General Manager ofSusumu Narita
Hirosaki Branch(Sep. 27, 1954)
5,520
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 social
credibility. 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.

6

No.

Name
(Date of birth)

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

3

4

1981
2005
2007

Number ofshares of
the Bank
held

Joined the Bank
General Manager of Minato Branch
General Manager of General Planning
Division and General Manager of Public
Relations OfficeJan.
2008 General Manager of Personal Banking
Division
Akihiro KawamuraJun.
2009 General Manager of General Planning(Sep. 11, 1957)
Division
3,440
Apr.
2011 Executive Officer / General Manager ofsharesReappointment
Business Administration DivisionJun.
2012 Executive Officer / General Manager ofCredit Supervision DivisionJun.
2013 Director / Hirosaki Area SupervisorJun.
2015 Managing Director (current position)
In charge of Tokyo Liaison Office, General
Planning Division, and System Development
Division[Reason for nomination as a candidate for Director]
Mr. Akihiro Kawamura has served as General Manager of four headquarters divisions, including
General Manager of the General Planning Division. He assumed the office of Director in June 2013and has demonstrated superior leadership through his supervision over three headquarters divisions
in recent years. The Bank has nominated him as a candidate for Director as a person capable ofcontributing to its business development.
Apr.
1981 Joined the Bank
Mar.
2001 General Manager of Ishie Branch
Dec.
2002 Credit Supervisor of Credit Supervision
DivisionJul.
2004 General Manager of Corporate Support Office,Credit Supervision DivisionJul.
2007 General Manager of Hakodate BranchJul.
2009 General Manager of Misawa Branch
Hitoshi Takeuchi
Apr.
2011 General Manager of Hachinohe Branch(Jul. 5, 1957)
Jun.
2012 Executive Officer / Hachinohe Area
2,970
Supervisor
sharesReappointment
Jun.
2014 Director / Hachinohe Area SupervisorJun.
2015 Managing DirectorJun.
2016 Managing Director / Executive General
Manager of Regional Headquarters(Seihokugo, Kamitousan and Shimokita Area)
Jun.
2017 Managing Director (current position)
In charge of Business Administration Division,
Personnel Division and General Affairs
Division[Reason for nomination as a candidate for Director]
Mr. Hitoshi Takeuchi has is well versed in operations in general and possesses adequate expertisefrom serving as General Manager of four branches, including General Manager of Hachinohe
Branch. He assumed the office of Director in June 2014 and has supervised three headquarters
divisions in recent years. The Bank has nominated him as a candidate for Director since he has
accumulated adequate social credibility as an executive.

7

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 ofNew candidate
300
Marketing Strategy Division, ResearchsharesBusiness Headquarters, The Japan Research
Outside Director
Institute, LimitedJul.
2005 Partner and Chief Researcher of Integrated
Independent Director
Research Division, The Japan Research
5
Institute, Limited
Apr.
2013 Representative of Anz Consulting (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 a
candidate 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.
(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. If the election of Mr. Naotake Atsumi is approved, the Bank intends to register him as an
Independent Director with the Tokyo Stock Exchange as set forth in the regulations of the
Exchange, and for him to become a new Independent Director.
4. Liability limitation agreement with Directors
If the election of Mr. Naotake Atsumi is approved, the Bank intends to enter into an agreementwith him to limit his liability pursuant to Article 427, paragraph (1) of the Companies Act.
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.

8

Proposal No. 4: Election of four (4) Directors who are Audit and Supervisory Committee Members
The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this meeting. Accordingly, the election of four (4) Directors who are Audit andSupervisory Committee Members is proposed.
Additionally, the Audit and Supervisory Committee has given their consent to this Proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:No.

Candidate nameCurrent position in the Bank

Attendance atmeetings of theBoard of Directors

1

Katsuhiro Ogasawara

Executive Officer
General Manager of Personnel Division
New candidate―

Norihisa Ishida

Director
Audit and Supervisory Committee Member
Reappointment
Outside Director
Independent Director

17 / 17(100%)

3

Toshisada Kushibiki

Director
Audit and Supervisory Committee Member
Reappointment
Outside Director
Independent Director

13 / 17(76%)

4*

Mie Ishida

New candidate
Outside Director
Independent Director―

2*Female candidate for Director.

9

No.

Name
(Date of birth)

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

1

2

Number ofshares of
the Bank
held1985 Joined the Bank
2006 General Manager of Rokkasho Branch2008 Deputy General Manager of Treasury andInternational Division
Katsuhiro Ogasawara
Apr.
2010 General Manager of Risk Administration(Aug. 23, 1961)
1,800
DivisionsharesJul.
2011 General Manager of Shinmachi Branch
New candidate
Apr.
2013 General Manager of General Affairs DivisionJun.
2015 Executive Officer / General Manager of
Personnel Division (current position)[Reason for nomination as a candidate for Director]
Mr. Katsuhiro Ogasawara is well versed in banking operations in general and possesses abundant
expertise and broad knowledge from serving as General Manager of two branches and threeheadquarters divisions. The Bank has nominated him as a candidate for Director in the expectationthat he will help enhance the auditing and supervisory functions of the Bank.
Apr.
1978 Joined Asahi Mutual Life Insurance Company
Oct.
1982 General Manager of Enterprise Division,
Aomori Tanaka Educational Academy
Apr.
1998 Professor, Aomori Chuo Junior College(current position)
Norihisa IshidaNov.
2007 Chairman of Aomori Tanaka Educational(Oct. 11, 1953)
Academy (current position)
Nov.
2007 Chairman of Chuoufukusikai, Social Welfare
Reappointment
500
Corporation (current position)
sharesDec.
2010 Representative Director and Chairman of
Outside Director
Aomori Shinseikatsu Gojokai Co., Ltd. (current
position)Independent Director
Nov.
2013 Vice Chairman of Aomori Chamber ofCommerce and Industry (current position)
Jun.
2015 Director of the Bank
Jun.
2016 Director / Audit and Supervisory Committee
Member (current position)[Reason for nomination as a candidate for Outside Director]
Mr. Norihisa Ishida is Chairman of Aomori Tanaka Educational Academy, and has abundant
experience as manager of an educational institution. In addition, he also has achievements as a
Director of the Bank. The Bank has nominated him as a candidate for Outside Director as his highlevel of knowledge based on his abundant record of achievements will contribute to further
strengthening functions of the Board of Directors.
Furthermore, Mr. Ishida’s period in office as Outside Director of the Bank will be three (3) years
at the conclusion of this meeting, and his period in office as Outside Director (Audit andSupervisory Committee Member) of the Bank will be two (2) years at the conclusion of thismeeting.

10

No.

Name
(Date of birth)

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

3

Number ofshares of
the Bank
held

1977
1979
1985
1995

Joined Yamanouchi Co., Ltd.
Joined Nakagawa Yasu Co., Ltd.
Toshisada Kushibiki
Joined kanesyou Co., Inc.
(Sep. 3, 1952)
Representative Director and President ofkanesyou Co., Inc. (current position)
Reappointment
300
May2002 Chairman of Aomori Prefecture Brewed Food
sharesIndustry Cooperative (current position)
Outside Director
Dec.
2002 Chairman of Aomori Prefecture Public Safety
Commission
Independent Director Jun.
2016 Director / Audit and Supervisory Committee
Member of the Bank (current position)[Reason for nomination as a candidate for Outside Director]
Mr. Toshisada Kushibiki is Representative Director and President of kanesyou Co., Inc., and hasabundant experience as a corporate manager. He also has sufficient social credibility, including
having served as Chairman of Aomori Prefecture Public Safety Commission in the past. The Bank
has nominated him as a candidate for Outside Director as he will contribute to enhancing thegovernance of the Bank.
Furthermore, Mr. Kushibiki’s period in office as Outside Director (Audit and Supervisory
Committee Member) of the Bank will be two (2) years at the conclusion of this meeting.
Sep.
2008 Registered as an attorney
Mie IshidaSep.
2008 Joined Ishida Law Office (current position)(Apr. 25, 1975)
New candidate0shares

Outside Director
Independent Director
4[Reason for nomination as a candidate for Outside Director]
Ms. Mie Ishida has a high level of knowledge and expertise regarding law as an attorney. The
Bank has nominated her as a candidate for Outside Director based on the judgment that she may be
expected to enhance the effectiveness of the decision-making function and the supervisory functionof the Board of Directors from a standpoint independent of management, and thereby improve thecorporate value of the Bank over the medium- to long-term.
Furthermore, Ms. Ishida does not have experience of participating directly in corporate
management, but based on the above reasons, the Bank has judged she will be able to appropriately
execute her duties as Outside Director.
(Notes) 1. There are transactions, including lending, between the Bank and Aomori Shinseikatsu GojokaiCo., Ltd., where candidate for Director Mr. Norihisa Ishida serves as Representative Director
and Chairman, and Aomori Chamber of Commerce and Industry, where he serves as Vice
Chairman.
There are transactions, including lending, between the Bank and kanesyou Co., Inc., where
candidate for Director Mr. Toshisada Kushibiki serves as Representative Director and President.
Other than the above, there are no special interest relationships between each candidate for
Director and the Bank.
2. Mr. Norihisa Ishida, Mr. Toshisada Kushibiki, and Ms. Mie Ishida are candidates for Outside
Director.
3. The Bank has registered Mr. Norihisa Ishida and Mr. Toshisada Kushibiki as Independent
Directors with the Tokyo Stock Exchange as set forth in the regulations of the Exchange, and if
their election is approved, intends for them to continue as Independent Directors. In addition, if
the election of Ms. Mie Ishida is approved, the Bank intends for her to become a new
Independent Director.
4. Liability limitation agreement with Directors
11

The Bank has entered into an agreement with Mr. Norihisa Ishida and Mr. Toshisada Kushibiki
to limit their liability pursuant to Article 427, paragraph (1) of the Companies Act, and if theelections of Mr. Norihisa Ishida, Mr. Toshisada Kushibiki, and Ms. Mie Ishida are approved, theBank intends to continue the agreement with Mr. Norihisa Ishida and Mr. Toshisada Kushibiki,and enter into a similar agreement with Ms. Mie Ishida.
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.

12

Proposal No. 5: Determination of amount and content of performance-linked stock compensation, etc. for
Directors, etc.
1. Reason for proposal and reason the compensation is appropriate
Compensation for Directors of the Bank (excluding Directors who are Audit and Supervisory
Committee Members, Outside Directors, and non-residents of Japan; the same applies hereinafter in this
Proposal) consists of “basic compensation,” “bonuses,” and “stock compensation-type stock options,”
but the Bank proposes the introduction of a new performance-linked stock compensation plan (the“Plan”), whereby shares of the Bank will be delivered to Directors and Executive Officers of the Bank
(excluding non-residents of Japan; together with Directors, hereinafter referred to as “Directors, etc.”)
according to position, the level of achievement of business performance targets, and other factors, toreplace the stock compensation-type stock options.
The objective of the introduction of the Plan is to further clarify the link between the compensation of
Directors, etc., the business performance of the Bank, and the share price, and to enhance the awarenessof Directors, etc. of contributing to improving business performance over the medium- to long-term andincreasing corporate value, and therefore the Bank believes the introduction of the Plan is appropriate.
Furthermore, the Audit and Supervisory Committee has considered this Proposal, and has judged thatthe amount of compensation and the content thereof are justified, taking into consideration the facts of its
implementation, and other factors.
In this Proposal, the Bank proposes that stock compensation be paid to Directors, etc. separately fromthe maximum compensation for Directors (excluding Directors who are Audit and Supervisory
Committee Members) approved at the 108th Annual General Meeting of Shareholders held on June 23,
2016 (within 216 million yen per year; however, this excludes the portion of salary as an employee for
Directors concurrently serving as employees).
The number of Directors of the Bank eligible for the Plan will be four (4) Directors, if Proposal No. 3“Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee
Members)” is approved as originally proposed. In addition, the number of Executive Officers notconcurrently serving as Directors who will be eligible for the Plan will be nine (9).
Furthermore, as described above, Executive Officers are also eligible for the Plan, and compensation
based on the Plan includes compensation for Executive Officers, but in this Proposal, the Bank is
proposing an amount and content of compensation, etc. for Directors, etc. in regard to compensation
based on the Plan as a whole, taking into consideration the fact that these Executive Officers may be
newly appointed as Directors during the period covered by the Plan.
In addition, contingent upon the approval of this Proposal, the Bank shall discontinue the stockcompensation-type stock options approved at the 108th Annual General Meeting of Shareholders held on
June 23, 2016, and shall not grant any new share acquisition rights as stock compensation-type stock
options, while stock compensation-type stock options that have already been granted to Directors, etc.
eligible for the Plan and remain unexercised shall be waived by those Directors, etc., and a number ofpoints equivalent to the number of shares underlying the waived share acquisition rights shall be granted
under the Plan, as a measure for transitioning from the stock compensation-type stock options.
If this Proposal is approved as originally proposed, the future compensation structure of Directors, etc.
of the Bank will consist of “basic compensation,” “bonuses,” and “performance-linked stockcompensation.”13

2. Amount and content, etc. of compensation, etc. under the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan under which shares of the Bank will be acquired through atrust using the amount of compensation for Directors, etc. contributed by the Bank as funds, and sharesof the Bank and money equivalent to the converted value of shares of the Bank (“Bank Shares, etc.”)
will be delivered or paid (“Delivery(ed), etc.”) to Directors, etc. (See (2) and further for details.)
1) Persons eligible for the Delivery, etc. ofBank Shares, etc. under the Plan

・ Directors of the Bank (excluding Directors
who are Audit and Supervisory Committee
Members, Outside Directors, andnon-residents of Japan)
・ Executive Officers of the Bank (excluding
non-residents of Japan)2) Impact of the shares of the Bank subject to the Plan on the number of outstanding shares of
the Bank
Maximum amount of money to be・ Total of 195 million yen for three (3) fiscal
contributed by the Bank (as stated in (2)years
below)・ However, for the target period starting fromthis fiscal year, in addition to a total of up to
260 million yen to cover four (4) fiscal
years, up to 332 million yen shall also be
separately contributed, as a measure fortransitioning from the stockcompensation-type stock options.
Method of acquisition (as stated in (2)・ Shares of the Bank will be acquired frombelow) and maximum number of Bank
the stock market or the Bank (disposal of
Shares, etc. to be Delivered, etc. totreasury stock) (as the trust to be establishedDirectors, etc. (as stated in (3) below)
in this fiscal year shall acquire shares of the
Bank from the stock market, dilution will
not occur).
・ The maximum total number of points to be
granted to Directors, etc. in a single fiscal
year shall be 30,000 points.
・ The ratio of the number of shares equivalent
to the maximum total number of points tobe granted to Directors, etc. in a single
fiscal year to the number of outstanding
shares (as of March 31, 2018; excluding
treasury stock) is approximately 0.1%.
・ However, in this fiscal year, up to 55,460
points shall be separately granted, as ameasure for transitioning from the stockcompensation-type stock options.
3) Contents of business performanceachievement conditions (as stated in (3)below)

・ Varies according to the level of achievementof business performance targets in eachfiscal year (net income, etc.)

4) Timing of Delivery, etc. of Bank Shares,
etc. (as stated in (4) below)

・ Upon resignation or retirement of Directors,
etc. (in the event that a Director, etc. dies, atthe time of death)14(2) Maximum amount of money to be contributed by the Bank
The Plan will cover three (3) consecutive fiscal years (the “Target Period”). However, the initial
Plan starting from this fiscal year shall cover a period of four (4) fiscal years (the “Initial Target
Period”), consisting of the fiscal year ending March 31, 2019, which is the remaining period of thecurrent medium-term business plan, and the period from the fiscal year ending March 31, 2020 until thefiscal year ending March 31, 2022, which is the period covered by the next medium-term business plan,and in the event that an extension to the trust period is conducted as described in paragraph 4 of thisitem (2), it shall cover the subsequent consecutive three (3) fiscal years.
The Bank will contribute money up to a maximum amount of 195 million yen as compensation for
Directors, etc. of the Bank for each Target Period, and will establish a trust (the “Trust”), with a trust
period of three (3) years (including extensions of the trust period as stated below; the same applies
hereinafter), with Directors, etc. who satisfy the beneficiary requirements as beneficiaries. However, as
the Initial Target Period covers four (4) fiscal years, as described above, the Bank shall contribute a
total of up to 260 million yen, in addition to up to 332 million yen as funds to acquire shares in relation
to points granted as a measure for transitioning from stock compensation-type stock options, as
compensation for Directors, etc. of the Bank, and thereby establish the Trust.
In accordance with the directions of the trust administrator, the Trust will acquire shares of the Bank
from the stock market or the Bank (disposal of treasury stock) using entrusted money as funds (theTrust to be established in this fiscal year shall acquire shares of the Bank from the stock market). The
Bank will grant points (as described in (3) below) to Directors, etc. during the trust period and the Trust
will Deliver, etc. Bank Shares, etc. from the Trust.
At the expiration of the trust period of the Trust, the Trust may be continued by making amendments
to the trust agreement and additional entrustments instead of establishing a new trust. In this case, thetrust period of the Trust shall be extended by three (3) fiscal years, and thus the Target Period shall be
the three (3) fiscal years following the extension of the trust period. For each extended trust period, theBank shall make additional contributions of up to 195 million yen, and shall continue grating points to
Directors, etc. during the extended trust period, while the Trust shall continue to Deliver, etc. Bank
Shares, etc. during the extended trust period.
However, when such additional contributions are made, if there are shares of the Bank (excluding
shares of the Bank corresponding to the points granted to Directors, etc. that have yet to be Delivered,etc.) and money (“Residual Shares, etc.”) remaining in the trust assets on the final day of the trust
period prior to extension, the sum of the monetary amount of Residual Shares, etc. and the trust money
to be additionally contributed by the Bank shall be within the limit of 195 million yen.
In addition, if there are Directors, etc. who may satisfy the beneficiary requirements in office when
the trust period expires, new points shall not subsequently be granted to Directors, etc., but the trust
period of the Trust shall be extended, only for a certain period until Delivery, etc. of Bank Shares, etc.
to these Directors, etc. is complete.
(3) Method of calculating the number of Bank Shares, etc. to be Delivered, etc. to Directors, etc. and the
maximum number thereof
At a prescribed time after the end of each fiscal year during the trust period, Directors, etc. will be
granted “fixed points,” corresponding to the position of Directors, etc. and “performance-linked
points,” which will fluctuate according to the level of achievement of business performance targets of
the Bank in each fiscal year.
In addition, under the Plan, a number of points equivalent to the number of shares underlying
waived share acquisition rights shall be granted to Directors, etc. who have waived share acquisitionrights in line with the introduction of the Plan, immediately after the Plan begins, as a measure fortransitioning from the stock compensation-type stock options.
The points granted shall accumulate each year, and a number of Bank Shares, etc. shall be Delivered,etc. when Directors, etc. retire or resign, in accordance with the number of points accumulated (the“Accumulated Points”).
Furthermore, one (1) point shall equal one (1) share of the Bank. However, in the event thatcircumstances arise during the trust period whereby an adjustment to the points is deemed fair, such asa share split, consolidation of shares, etc., the number of shares of the Bank per point shall be adjusted
in accordance with the split ratio, consolidation ratio, etc.
The maximum total number of points to be granted to Directors, etc. of the Bank in a single fiscal
year shall be 30,000 points. Historical share prices and other factors have been referred to when15

establishing this maximum total number of points, taking into consideration the maximum amount ofmoney to be entrusted in the above item (2). However, separately from this total number of points to be
granted in a single fiscal year, up to 55,460 points shall be granted to Directors, etc. of the Bank in thisfiscal year, as a measure for transitioning from the stock compensation-type stock options.
(4) Timing of Delivery, etc. of Bank Shares, etc. to Directors, etc.
Delivery, etc. of a number of Bank Shares, etc. calculated based on (3) above will be made to
Directors, etc., who satisfy the beneficiary requirements, at the time of their resignation or retirement.
At this time, these Directors, etc. will receive Delivery, etc. of a number of shares of the Bank
equivalent to 70% of the Accumulated Points (shares less than one unit will be rounded down), and will
receive payment of money equivalent to the converted value of any remaining shares after conversion
within the Trust.
Furthermore, if a Director, etc. dies during the trust period, their heir shall receive payment ofmoney equivalent to the converted value of all shares of the Bank corresponding to the Accumulated
Points at that time, after conversion within the Trust. In addition, if a Director, etc. becomes a residentof a foreign country during the trust period, they shall receive payment of money equivalent to theconverted value of all shares of the Bank corresponding to the Accumulated Points at that time, afterconversion within the Trust.
(5) Voting rights for shares of the Bank within the Trust
To ensure neutrality toward management, voting rights for shares of the Bank within the Trust shallnot be exercised during the trust period(6) Other details of the Plan
Other details of the Plan shall be determined by the Board of Directors each time the Trust isestablished, amendments are made to the trust agreement, and additional contributions to the Trust are
made.
Furthermore, for details of the Plan, please refer to “Discontinuation of ‘Stock Compensation-type
Stock Option Plan’ and Introduction of ‘Performance-linked Stock Compensation Plan’” dated May 15,
2018.(Japanese only)

16

(Reference) Extract from press release dated May 15, 2018
[Overview of the Plan]
1) Resolution at this General Meeting of Shareholders[Entrustor]
The Bank

8) Grants
transfer andcancellation ofresidual shares

5) Dividends

9) Delivery ofresidual assets4) Shares of the Bank

Stock market
4) Payment

4) Payment

4) Sharesof theBank3) Trust
establishment[Trustee (Joint entrustment)](planned)
Mitsubishi UFJ Trust and Banking
Corporation
The Master Trust Bank of Japan, Ltd.
The TrustShares of the Bank and cash

2) Formulationof ShareDelivery
Regulations7) Granting ofpoints7) Delivery, etc. ofBank Shares, etc.

[Beneficiaries]
Directors

6) Instruction not to exercise voting
rightsTrust administrator

1) The Bank will receive approval on the introduction of the Plan by resolution at this General Meetingof Shareholders.
2) At a meeting of the Board of Directors, the Bank will formulate the Share Delivery Regulations withregard to the content of the Plan.
3) The Bank will entrust money as funds for compensation for Directors, etc. of the Bank within therange approved by resolution at this General Meeting of Shareholders in 1), and establish the Trustwith Directors, etc. of the Bank who satisfy the beneficiary requirements as the beneficiaries.
4) In accordance with the directions of the trust administrator, the Trust will acquire shares of the Bank
from the stock market using entrusted money in 3) as funds. (If the trust period is extended, the Trustshall acquire shares of the Bank from the stock market or from the Bank (disposal of treasury
stock).) The number of shares to be acquired by the Trust shall be within the range approved byresolution at this General Meeting of Shareholders in 1).
5) Dividends on the shares of the Bank within the Trust will be paid in the same manner as with othershares of the Bank.
6) Voting rights will not be exercised on the shares of the Bank within the Trust throughout the trust
period.
7) Every year during the trust period, Directors, etc. will be granted a certain number of points based on
their position and the level of achievement of business performance targets, etc. in each fiscal year.
Directors, etc. who satisfy certain beneficiary requirements will receive Delivery, etc. of a number ofBank Shares, etc. corresponding to the Accumulated Points at the time of their resignation orretirement.
8) If there are shares remaining when trust period expires, owing to the failure to achieve businessperformance targets or any other reason, the Bank will continue to use the Trust as a new stockcompensation plan by making amendments to the trust agreement and additional entrustments, ortransfer these remaining shares from the Trust to the Bank without consideration, and cancel them byresolution of the Board of Directors.
9) Upon termination of the Trust, any assets remaining after distribution to beneficiaries will revert to
the Bank, the rights holder, within the scope of the reserve for trust expenses, which is the trust
money less share acquisition funds.
(Note) The Trust shall end before the expiration of the trust period in the event that there are no shares of the Bank in the
Trust, owing to the Delivery, etc. of Bank Shares, etc. to Directors, etc. who satisfy the beneficiary requirements.

17

Furthermore, the Bank may entrust additional money to the Trust as funds for the acquisition of shares of the Bank,
within the range approved at this General Meeting of Shareholders.

(Reference)[Contents of the Trust Agreement]
1) Trust category2) Trust objective3) Entrustor
4) Trustee
5) Beneficiaries
6) Trust administrator
7) Date of trust agreement
8) Trust period
9) Start of the Plan
10) Exercise of voting rights
11) Class of shares to be acquired12) Maximum amount to be entrusted
13) Timing of acquisition of shares

14) Method of acquisition of shares

15) Rights holder16) Residual assets

Money trust other than a specific individually operated monetary trust(third-party benefit trust)
To provide incentive to Directors, etc. of the Bank
The Bank
Mitsubishi UFJ Trust and Banking Corporation (planned)(Joint Trustee: The Master Trust Bank of Japan, Ltd. (planned))
Persons who have retired or resigned as Directors, etc. and who meetbeneficiary conditions
A professional expert who is also a third party with no relationship ofinterest with the Bank
August 1, 2018 (planned)
August 1, 2018 (planned) to August 31, 2022 (planned)
September 3, 2018 (planned)
Not to be exercised
Common stock of the Bank
592 million yen (planned) (including trust fees and trust expenses)
August 2, 2018 to September 14, 2018 (planned)(Furthermore, this excludes the period from five (5) business days
prior to the final day of the accounting period (including interim andquarterly accounting periods) until the final day of the accounting
period.)Acquisition from the stock market (if the trust period is extended, theTrust shall acquire shares of the Bank from the stock market or fromthe Bank (disposal of treasury stock))
The Bank
The Bank, the rights holder, shall receive any residual assets within
the scope of the reserve for trust expenses, which is the trust money
less share acquisition funds.

[Administrative tasks related to the trust and shares]
1) Trust-related administration
Mitsubishi UFJ Trust and Banking Corporation and The
Master Trust Bank of Japan, Ltd. are to perform trust-related
administrative tasks as the Trust’s trustees.
2) Stock-related administration
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is toperform administrative tasks related to delivering shares of the
Bank to beneficiaries based on an administration entrustment
agreement.

End18