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, 2020
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 112TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the 112th Annual General Meeting of Shareholders of The Aomori Bank, Ltd.
(the “Bank”) will be held for the purposes as described below.
In order to prevent the infection and spread of novel coronavirus disease, the Bank has decided to hold themeeting at a reduced scale compared to past years, putting shareholders’ safety first.
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 (via 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 Wednesday, June24, 2020, Japan time.
* To ensure impartiality of shareholders, the Bank will cease distribution of souvenirs to shareholders who
attend the meeting from this year. We ask for your kind understanding in advance.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 at 10:00 a.m. Japan time
(Reception desk will open 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 the
Bank’s 112th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 112th Fiscal Year (from
April 1, 2019 to March 31, 2020) 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)
Proposal No. 3: Election of four (4) Directors who are Audit and Supervisory Committee
Members1

◎

Requests to the shareholders
・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
upon arrival.
・ To prevent the spread of infection and to shorten the meeting time, we are considering a simpler
proceeding method than in past years. Shareholders are kindly requested to review the “notice ofconvocation” in advance and bring it with you to the meeting venue.
・ 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, “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 (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 the
Appendix 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 Financial
Statements, 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.
Regarding the year-end dividend, the Bank proposes 25 yen per share (a decrease of 5 yen from theprevious fiscal year) by comprehensively considering the business results for the fiscal year under review
and harsh business environment, etc.
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 be509,599,300 yen.
The full-year dividends for the fiscal year under review will be 55 yen per share, including aninterim dividend of 30 yen that has already been paid.
(3) Effective date of distribution of surplus
June 26, 2020

2.

Matters concerning the appropriation of surplus(1) Item and amount of surplus to be decreased
Unappropriated retained earnings
500,000,000 yen(2) Item and amount of surplus to be increased
Appropriated retained earnings
500,000,000 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.

Name

1 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

13 / 14(92%)

3

Tomohiko
Sasaki(Male)

Director / Senior Managing Executive Officer
Reappointment

11 / 11(100%)

4

KeitaroIshikawa(Male)

Director / Managing Executive Officer
Reappointment

11 / 11(100%)

5

NaotakeAtsumi(Male)

Director
Reappointment
Outside Director
Independent Director

14 / 14(100%)(Note) Candidates for Directors Mr. Tomohiko Sasaki and Mr. Keitaro Ishikawa were newly elected as Directors at theAnnual General Meeting of Shareholders for the previous year (held on June 26, 2019). Accordingly, theirattendance at meetings of the Board of 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

1978
2008

Number ofshares of
the 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)
6,020
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.
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
Akihiro Kawamura
Division(Sep. 11, 1957)
3,740
Apr.
2011 Executive Officer / General Manager ofsharesBusiness Administration Division
Reappointment
Jun.
2012 Executive Officer / General Manager ofCredit Supervision DivisionJun.
2013 Director / Hirosaki Area SupervisorJun.
2015 Managing DirectorJun.
2018 Director / Senior Managing Executive Officer(current position)
In charge of General Planning Division andTokyo Liaison Office[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 the corporate planning division 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 the
management 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

1983
2004
2009
2011

Number ofshares of
the Bank
held

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 ofGeneral Planning DivisionJun.
2015 Director / General Manager of General
Tomohiko Sasaki
Planning Division(Apr. 25, 1960)
1,800
Jun.
2017 Managing Director / Executive GeneralsharesManager of Regional Headquarters (Aomori
Reappointment
Area)
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 served as General Manager of three branches and General Manager of
two headquarters divisions. He assumed the office of Director in June 2015 and has supervised thecredit supervision division and market division in recent years. Based on his balanced qualities as
an executive, the Bank has nominated him as a candidate for Director in the expectation that he will
deliver swift and flexible decision-making as Director.

6

No.

Name
(Date of birth)

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

4

1984
2005
2008
2009

Number ofshares of
the Bank
held

Joined the Bank
General Manager of Oominato Branch
General Manager of Minato Branch
General Manager of Minato Branch andHonchou 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 Support Division, and Regional
Development Division[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 theentire business planning division in recent years. The Bank has nominated him as a candidate for
Director as it has judged that he will be able to contribute sufficiently to the Bank’s businessdevelopment and enhancing the management structure, based on his experience in a broad range ofareas.

7

No.

Name
(Date of birth)

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

1968
1984

Number ofshares of
the Bank
held

Joined Nippon Aluminum Corporation
Joined Sumitomo Business Consulting Co.,
Ltd.
Apr.
1989 General Manager and Chief Consultant of
Osaka Consultant Division III, Sumitomo
Naotake Atsumi
Business Consulting Co., Ltd.
(Jun. 6, 1945)
Apr.
1995 General Manager and Chief Researcher ofReappointment
Marketing Strategy Division, Research
300
Business Headquarters, The Japan ResearchsharesInstitute, Limited
Outside Director
Jul.
2005 Partner and Chief Researcher of Integrated
Independent Director
Research Division, The Japan ResearchInstitute, Limited
Apr.
2013 Representative of Anz Consulting (current
position)5
Jun.
2018 Director of the Bank (current position)[Reason for nomination as a candidate for Outside Director]
Mr. Naotake Atsumi has served as General Manager and Chief Researcher of Marketing Strategy
Division at The Japan Research Institute, Limited, and currently serves as Representative of Anz
Consulting, which is engaged in management consulting service. He has accumulated a high level ofexpertise in areas such as management strategy and marketing strategy. The Bank has nominatedhim as a candidate for Outside Director in the expectation that his knowledge and experience may
contribute to 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 two (2) years at the conclusionof this 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.

8

Proposal No. 3: 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 its consent to this Proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

1

Name
Akira
Nakagawa(Male)

2 Norihisa Ishida (Male)

3

4

Current position at the Bank

Attendance atmeetings of theBoard of Directors

Executive Officer
General Manager of Business Support Division
New candidate-

Director
Audit and Supervisory Committee Member
Reappointment
Outside Director
Independent Director(Male)

Director
Audit and Supervisory Committee Member
Reappointment
Outside Director
Independent Director

Mie Ishida (Female)

Director
Audit and Supervisory Committee Member
Reappointment
Outside Director
Independent Director

Toshisada
Kushibiki9

14 / 14(100%)

14 / 14(100%)

14 / 14(100%)

No.

Name(Date of birth)

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

1

2

1986
2012
2013

Number ofshares of
the Bank
held

Joined the Bank
General Manager of Yanagimachidori Branch
General Manager of Treasury & International
Division
Akira Nakagawa(Jan. 19, 1964)
900
Jun.
2017 General Manager of Tokyo BranchsharesJun.
2018 Executive Officer /New candidate
General Manager of Tokyo BranchJun.
2019 Executive Officer /General Manager of Business Support
Division (current position)[Reason for nomination as a candidate for Director]
Mr. Akira Nakagawa has served as General Manager of two branches and General Manager of
one headquarters division. He assumed the office of Executive Officer in June 2018 and has
supervised the corporate business planning division in recent years. The Bank has nominated him asa candidate for Director as he has a capability to precisely understand changes in the businessenvironment and market, etc., and also excels in risk management.
Apr.
1978 Joined Asahi Mutual Life Insurance Company
Oct.
1982 General Manager of Enterprise Division,
Aomori Tanaka Educational AcademyNov.
2007 Chairman of Aomori Tanaka Educational
Norihisa Ishida
Academy (current position)(Oct. 11, 1953)
Nov.
2007 Chairman of Chuoufukusikai, Social Welfare
Corporation (current position)
Reappointment
1,000
Dec.
2010 Representative Director and Chairman ofsharesAomori Shinseikatsu Gojokai Co., Ltd.
Outside Director(current position)
Nov.
2013 Vice Chairman of Aomori Chamber ofIndependent Director
Commerce 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 assumed the office of Outside Director in 2015. He 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 high level of knowledge based on his
abundant record of achievements will contribute to further enhancement of the Board of Directors.
Furthermore, Mr. Ishida’s period in office as Outside Director of the Bank will be five (5) years at
the conclusion of this meeting, and his period in office as Outside Director (Audit and Supervisory
Committee Member) of the Bank will be four (4) years at the conclusion of this meeting.

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
800
May2002 Chairman of Aomori Prefecture Brewed Food
sharesIndustry Cooperative (current position)
Outside Director
Dec.
2002 Chairman of Aomori Prefecture Public Safety
Commission
Independent DirectorJun.
2016 Director / Audit and Supervisory Committee
Member of the Bank (current position)[Reason for nomination as a candidate for Outside Director]
Mr. Toshisada Kushibiki assumed the office of Outside Director in 2016. He is Representative
Director and President of kanesyou Co., Inc., and has abundant 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 the governance of the Bank.
Furthermore, Mr. Kushibiki’s period in office as Outside Director (Audit and Supervisory
Committee Member) of the Bank will be four (4) years at the conclusion of this meeting.
Sep.
2008 Registered as an attorney
Mie Ishida(Apr. 25, 1975)
Sep.
2008 Joined Ishida Law Office (current position)
Jun.
2018 Director / Audit and Supervisory Committee
Reappointment
0
Member of the Bank (current position)
shares
Outside Director

Independent Director[Reason for nomination as a candidate for Outside Director]
4
Ms. Mie Ishida assumed the office of Outside Director in 2018. She has a high level of knowledge
and expertise regarding law as an attorney. The Bank has nominated her as a candidate for Outside
Director as she has contributed to the revitalization of the Board of Directors with her proposals, etc.
that are made based on her standpoint independent from the management.
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.
Furthermore, Ms. Mie Ishida’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.
(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 is no special interest relationship 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, Mr. Toshisada Kushibiki and Ms. Mie Ishida as
Independent Directors with the Tokyo Stock Exchange as set forth in the regulations of the
Exchange, and if their reelection is approved, the Bank intends for them to continue as
Independent Directors.
4. Liability limitation agreement with Directors

11

The Bank has entered into agreements with Mr. Norihisa Ishida, Mr. Toshisada Kushibiki, and
Ms. Mie Ishida to limit their liability pursuant Article 427, paragraph (1) of the Companies Act,and if their reappointment is approved, the Bank intends to continue the agreements with them.
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

(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% or more 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 kinshipEnd

13