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: 8356)
June 1, 2018
To Shareholders with Voting Rights:
Yukio Murase
President and CEO
The Juroku Bank, Ltd.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 243RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 243rd Annual General Meeting of Shareholders of 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 in writing by submitting the
Voting Rights Exercise Form, or via electromagnetic means (the Internet, etc.). Please review the Reference
Documents for the General Meeting of Shareholders (on pages 3 to 13) and exercise your voting rights.
1. Date and Time:

Friday, June 22, 2018 at 10:00 a.m. Japan time

2. Place:

3F Hall, Head Office of the Bank, 8-26, Kandamachi, Gifu-shi, Gifu, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 243rd Fiscal Year (from April 1, 2017 to March 31, 2018)
2. Consolidated Financial Statements for the Bank’s 243rd 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 &Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
End

1

Information Disclosure on the Internet
The following items are posted on the Bank’s website in accordance with laws and regulations as well as
Article 17 of the Articles of Incorporation of the Bank, and are therefore not included in the documents
attached to this notice of convocation.
1) Matters Concerning the Bank’s Stock Acquisition Rights, etc.,
System to Ensure Appropriate Operations, andOverview of Management Status of System to Ensure Appropriate Operations in the Business Report2) Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial
Statements as part of the Non-consolidated Financial Statements
3) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements aspart of the Consolidated Financial Statements

Bank’s Website http://www.juroku.co.jp/
The Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements auditedby the Audit & Supervisory Board Members consist of the Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements attached to this notice of convocation as well as Items 1) to
3) above.
The Non-consolidated Financial Statements and Consolidated Financial Statements audited by the Accounting
Auditors consist of the Non-consolidated Financial Statements and Consolidated Financial Statements
attached to this notice of convocation as well as Items 2) and 3) above.

Guidance for Attending the General Meeting of Shareholders
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please also bring this “Notice of Convocation” to the meeting with you for the sake of resource saving.
 Please note that those other than shareholders with voting rights, such as their proxies and companions
who are not shareholders, may not attend the meeting. However, shareholders who need a nursing
attendant are kindly requested to contact us (at toll free number 0120-300-716) in advance so that we canmake special arrangements for the meeting.
 Any updates to the Reference Documents for the General Meeting of Shareholders and the attacheddocuments will be posted on the Bank’s website (http://www.juroku.co.jp/).

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows.
1.

Matters concerning year-end dividends
Given the increasing diversity of risks associated with financial transactions, the Bank’s basic policy is
to pay dividends to shareholders in a stable and consistent manner with attention to further
improvement in its financial strength. Following this basic policy, it is proposed that the year-end
dividend be paid as follows.
Based on the resolution at the 242nd term Annual General Meeting of Shareholders held on June 23,
2017, the Bank implemented a 1-for-10 reverse stock split of common stock which came into effect on
October 1, 2017. As the Bank paid the interim dividend of 4.50 yen per share with September 30, 2017as the record date preceding the reverse stock split, the annual dividend for the current fiscal year willbe 8 yen per share, which is the sum of the interim dividend of 4.50 yen and the year-end dividend of
3.50 yen, on a pre-reverse stock split basis; or 80 yen per share, which is the sum of the interim
dividend of 45 yen and the year-end dividend of 35 yen, on a post-reverse stock split basis.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount35 yen per share of common stock, for a total of 1,307,656,770 yen(3) Effective date of distribution of surplus
June 25, 2018

2.

Other matters concerning the appropriation of surplus
It is proposed that the Bank transfer funds from retained earnings brought forward to general reserve inan effort to enhance internal reserve for the establishment of a solid management foundation, andmaintain and improve its competitiveness.
(1) Item and the amount of surplus to be increased
General reserve
7,000,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 7,000,000,000 yen

3Proposal No. 2: Election of Nine (9) Directors
The terms of office of all Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of nine (9) Directors is proposed.
The candidates are as follows:
No.

Name

1
2

(Reappointment)(Reappointment)

Yukio Murase
Naoki Ikeda

3(Reappointment)

Hiroyuki Ota

4(Reappointment)

Kimio Hirose

5(Reappointment)

Kazuhito Akiba

6(Reappointment)

Yukiyasu Shiraki

7(New appointment)

Akihide Ishiguro

8(Reappointment)

Yasuharu Takamatsu

9(New appointment)

Yuji Kume

Current position at the Bank, etc.
President and CEO
Vice President
Director and Managing Executive
Officer
Director and Managing Executive
Officer
Director and Managing Executive
Officer and Chief General Manager,
Business Integration Division
Director and Managing Executive
Officer, Chief General Manager, Aichi
Business Division, and Deputy Chief
General Manager, Business Integration
Division
Executive Officer and General Manager,
Corporate Administration Division
Outside Director/Independent Officer
Candidate for Outside Director/
Independent Officer (planned)

4Attendanceat Board of
Directors

11/11
11/11
11/11
11/11
11/11

9/9

10/11
-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Attendanceat Board of
Directors

8,700
shares

11/11

3,000
shares

11/11

Apr.
Feb.
Apr.

1

2

1979 Joined the Bank
1994 General Manager, Nagoya Ekimae Branch, the Bank
(Reappointment)
1998 General Manager, Human Resources Division, theBank
Yukio MuraseJun.
2004 Managing Director, the Bank
(Dec. 23, 1956)
Jun.
2009 Senior Managing Director, the Bank
Sep.
2013 President and CEO, the Bank (current position)(Representative Director)
Significant concurrent positions:
Chairman, The Gifu Chamber of Commerce and Industry
Reasons for nomination as a candidate for Director:
As the President and CEO of the Bank, Mr. Yukio Murase has consistently fulfilled hisrole of making important management decisions and supervising execution of duties by
each director in an appropriate and accurate manner. He possesses knowledge andexperience that enable him to perform the management of banking operations accurately,
fairly and efficiently. Thus, the Bank believes that he is well qualified as a Director of the
Bank and has renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukio Murase and the Bank.
Apr.
1980 Joined the Bank
Jun.
2008 Director and General Manager, Nagoya Branch, the
Bank
Apr.
2012 Director and General Manager, Nagoya Main Office,(Reappointment)
the BankJun.
2013 Managing Director and General Manager,
Naoki Ikeda
Operations Administration Division, the Bank
(Apr. 4, 1957)
Sep.
2013 Managing Director, the Bank
Jun.
2014 Vice President, the Bank (current position)(Representative Director)(Responsible for Secretariat and Corporate
Administration Division)
Reasons for nomination as a candidate for Director:
As the Vice President of the Bank, Mr. Naoki Ikeda has consistently fulfilled his role ofassisting the President to make important management decisions and supervise executionof duties by each director in an appropriate and accurate manner. He possesses
knowledge and experience that enable him to perform the management of banking
operations accurately, fairly and efficiently. Thus, the Bank believes that he is wellqualified as a Director of the Bank and has renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Naoki Ikeda and the Bank.

Number ofshares of the
Bank held

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Attendanceat Board of
Directors

2,700
shares

11/11

924
shares

11/11

Apr.
Jun.
Jun.

3

4

1983 Joined the Bank
2010 Director and Corporate Secretary, the Bank
2013 Director and General Manager, Toyota Branch, the
Bank
Apr.
2014 Director and General Manager, Business Planning(Reappointment)
Division, the Bank
Jun.
2014 Managing Director and General Manager, Business
Hiroyuki Ota
Planning Division, the Bank
(Apr. 3, 1960)
Jun.
2016 Director and Managing Executive Officer, the Bank
(current position)(Responsible for Corporate Planning, Operational
Reform, Operations Administration, and Treasury
and Investment Divisions)Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Hiroyuki Ota has been
responsible for corporate planning, administrative systems control and other functions
with extensive experience in corporate banking operations and international operations.
He possesses knowledge and experience that enable him to perform the management ofbanking operations accurately, fairly and efficiently. Thus, the Bank believes that he iswell qualified as a Director of the Bank and has renominated him as a candidate for
Director.
Special relationships:
There are no special relationships between Mr. Hiroyuki Ota and the Bank.
Apr.
1982 Joined the Bank
Apr.
2010 General Manager, Compliance Management
Division, the Bank
Sep.
2011 Executive Officer and General Manager,
Compliance Management Division, the Bank
(Reappointment)Jun.
2013 Director and General Manager, Nagoya Main Office,the Bank
Kimio Hirose
Jun.
2014 Director and General Manager, Head Office, the(Feb. 15, 1959)
Bank
Jun.
2016 Director and Managing Executive Officer, the Bank
(current position)(Responsible for Risk Management, Enterprise
Support, and Internal Audit Divisions)Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Kimio Hirose has been
responsible primarily for credit screening and risk management functions and also has
fulfilled his responsibilities as General Manager of the Bank’s major branches. He
possesses knowledge and experience that enable him to perform the management ofbanking operations accurately, fairly and efficiently. Thus, the Bank believes that he iswell qualified as a Director of the Bank and has renominated him as a candidate for
Director.
Special relationships:
There are no special relationships between Mr. Kimio Hirose and the Bank.

Number ofshares of the
Bank held

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Attendanceat Board of
Directors

2,179
shares

11/11

461
shares

9/9

Apr.
Jun.
Jun.

5

6

1983 Joined the Bank
2010 General Manager, Tajimi Branch, the Bank
2012 Executive Officer and General Manager, Tajimi
Branch, the Bank
Oct.
2012 Executive Officer and General Manager, Corporate(Reappointment)
Planning Division, the Bank
Jun.
2014 Director and General Manager, Corporate Planning
Kazuhito Akiba
Division, the Bank
(Jun. 16, 1959)
Jun.
2016 Director and Managing Executive Officer and Chief
General Manager, Business Integration Division, theBank (current position)(Responsible for Business Integration, Personal
Business, Corporate Business, and Public Business
Divisions)Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Kazuhito Akiba has been
responsible primarily for corporate banking operations and retail banking operations. He
has also fulfilled his responsibilities in corporate planning and has extensive experience as
General Manager of the Bank’s major branches. He possesses knowledge and experiencethat enable him to perform the management of banking operations accurately, fairly andefficiently. Thus, the Bank believes that he is well qualified as a Director of the Bank andhas renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Kazuhito Akiba and the Bank.
Apr.
1985 Joined the Bank
Apr.
2010 General Manager, Hashima Branch, the Bank
Mar.
2012 General Manager, Kakamigahara Branch, the Bank
Jun.
2014 Executive Officer and General Manager, Ichinomiya
Branch, the Bank
(Reappointment)
Jun.
2016 Managing Executive Officer and Chief General
Manager, Aichi Business Division, the Bank
Yukiyasu ShirakiJun.
2017 Director and Managing Executive Officer, Chief(Jan. 7, 1963)
General Manager, Aichi Business Division, and
Deputy Chief General Manager, Business
Integration Division, the Bank (current position)(Responsible for Aichi Business Division)
Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Yukiyasu Shiraki has
been responsible for branch operations in Aichi Prefecture with extensive experience as
General Manager of the Bank’s major branches. He possesses knowledge and experiencethat enable him to perform the management of banking operations accurately, fairly andefficiently. Thus, the Bank believes that he is well qualified as a Director of the Bank andhas renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukiyasu Shiraki and the Bank.

Number ofshares of the
Bank held

7

No.

Name
(Date of birth)(New appointment)
Akihide Ishiguro(Sep. 19, 1963)
7

Past experience, positions and responsibilities

Apr.
Jun.
Oct.
Apr.
Jun.
Jun.

Joined the Bank
General Manager, Tokai Branch, the BankManager, Human Resources Division, the Bank
Deputy General Manager, Human Resources
Division, the Bank
2016 General Manager, Corporate Administration
Division, the Bank
2017 Executive Officer and General Manager,
Corporate Administration Division, the Bank
(current position)

Number of Attendanceshares of the at Board of
Bank held
Directors

1987
2009
2011
2014

Reasons for nomination as a candidate for Director:
As an Executive Officer and General Manager, Corporate Administration Division of theBank, Mr. Akihide Ishiguro has been responsible for human resources and general affairs
operations and has extensive experience in branch office operations. He possesses
knowledge and experience that enable him to perform the management of banking
operations accurately, fairly and efficiently. Thus, the Bank believes that he is wellqualified as a Director of the Bank and has nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Akihide Ishiguro and the Bank.

8711
shares

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Apr.

Joined Meiji Life Insurance Company (hereinafter“Meiji Life Insurance”)
Jul.
2002 Director and General Manager, Corporate Planning
Department, Meiji Life InsuranceJan.
2004 Executive Officer and Chief General Manager,
Nagoya Marketing Headquarters, Meiji Yasuda
Life Insurance Company (hereinafter “Meiji
Yasuda Life Insurance”)
Apr.
2005 Managing Executive Officer and Chief General(Reappointment)
Manager, Nagoya Marketing Headquarters, Meiji(Outside Director)
Yasuda Life Insurance(Independent Officer) Dec.
2005 Managing Executive Officer and Chief Executive,
Investment, Meiji Yasuda Life Insurance
Yasuharu Takamatsu Apr.
2006 Deputy President, Executive Officer and Chief(Apr. 24, 1951)
Executive, Investment, Meiji Yasuda Life
InsuranceJul.
2006 Director, Executive Officer, Deputy President andChief Executive, Investment, Meiji Yasuda Life
8
InsuranceJul.
2012 Chairman of the Board, Meiji Yasuda System
Technology Company LimitedJun.
2015 Director, the Bank (current position)
Apr.
2016 Advisor, Meiji Yasuda Life Insurance
Reasons for nomination as a candidate for Outside Director:
Mr. Yasuharu Takamatsu has extensive experience and a wide range of insight in thefinancial services sector gained through his career as manager of a financial institution.
Such a background makes him capable of providing opinions and advice that are
beneficial for the management of the Bank. Thus, the Bank believes that he is wellqualified as a Director of the Bank and has renominated him as a candidate for Outside
Director.
Special relationships:
There are no special relationships between Mr. Yasuharu Takamatsu and the Bank.

Number ofshares of the
Bank held

Attendanceat Board of
Directors

0shares

10/11

1974

(Note) Mr. Yasuharu Takamatsu is currently serving as Outside Director of the Bank andhis term of office will be three (3) years at the conclusion of this General Meetingof Shareholders.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Apr.

1972

Jul.

2001

Jun.

2003

Jun.

2005

(New appointment)(Outside Director) Jun.
(Independent Officer(planned))

2006

Jun.

2007

Jun.

2009

Jun.

2013

Jun.

2014

Yuji Kume(Jul. 14, 1949)

9

Joined Chubu Electric Power Co., Inc.
(hereinafter, “Chubu Electric Power”)
General Manager and Head of Okazaki Regional
Office, Chubu Electric Power
Director and General Manager of Large AccountSales Department, Customer Service & Sales
Division, Chubu Electric Power
Director & Executive Officer and General
Manager of Corporate Sales Department, Customer
Service & Sales Division, Chubu Electric PowerManaging Director & Executive Officer andGeneral Manager of Customer Service & Sales
Division, Chubu Electric Power
Director & Senior Managing Executive Officer andGeneral Manager of Customer Service & Sales
Division, Chubu Electric Power
Director, Chubu Electric Power, Seconded to The
Federation of Electric Power Companies of Japan(Senior Managing Director)
Special Advisor, Chubu Electric Power, Seconded
to The Federation of Electric Power Companies ofJapan (Senior Managing Director)
President and Representative Director, TOENECCORPORATION (hereinafter, “TOENEC”)
Counselor, TOENEC (current position)

Number of Attendanceshares of the at Board of
Bank held
Directors

0shares

-

Jun.
2017
Significant concurrent positions:Counselor, TOENEC CORPORATION
Outside Director, Nagoya Stock Exchange, Inc.
Reasons for nomination as a candidate for Outside Director:
Mr. Yuji Kume has extensive experience and a wide range of insight in all aspects ofcorporate management gained through his career as a top executive of private
corporations. Such a background makes him capable of providing opinions and advice
that are beneficial for management of the Bank. Thus, the Bank believes that he is wellqualified as a Director of the Bank and has nominated him as a candidate for Outside
Director.
Special relationships:
There are no special relationships between Mr. Yuji Kume and the Bank.
The candidate Mr. Yuji Kume serves as Counselor of TOENEC CORPORATION. There
are recurring business relationships between the Bank and TOENEC CORPORATION.

(Notes)
1. Mr. Yasuharu Takamatsu and Mr. Yuji Kume are candidates for Outside Directors who satisfy the Criteria for Assessing
Independence of the Bank as described on Page 13. They are also candidates for Independent Officers pursuant to the provisionsof Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. TOENEC CORPORATION, for which Mr. Yuji Kume served as President and Representative Director until June 2017, wassubjected to a supervisory disposition (suspension of business) by Chubu Regional Bureau, Ministry of Land, Infrastructure,
Transport and Tourism in May 2016 for entering into a subcontract exceeding the insignificance criteria with a construction
company without having any permit or license. In addition, TOENEC CORPORATION was subjected to a supervisorydisposition (instructive disposition) by the said bureau in November 2016 for an industrial accident that occurred during theconstruction of solar power generation facilities.
3. Liability limitation agreements with Outside Directors:
The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Directors to enter into an agreement limiting
their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Bank has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act with an
Outside Director candidate, Mr. Yasuharu Takamatsu. When the relevant Outside Director has acted in good faith and has notbeen grossly negligent in performing his duties, he will be responsible for such liability to the extent of the liability amountset forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Bank plans to enter into thesame liability limitation agreement with the Outside Director candidate upon his reappointment at this General Meeting of
Shareholders. In case the appointment of Mr. Yuji Kume is approved, the Bank plans to enter into the same liability
limitation agreement with him.

10

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Mr. Akinori Sasaki and Mr. Masahiro Hori, Audit & Supervisory Board Members, will resign at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of two (2) Audit &Supervisory Board Members is newly proposed.
We have obtained the approval of the Audit & Supervisory Board for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Past experience and positions

Apr.
Jun.
Jun.

1

1986 Joined the Bank
2004 General Manager, Tokai Branch, the Bank
2007 General Manager, Uchidabashi Branch, the(New appointment)
Bank
Apr.
2009 Manager, Corporate Planning Division’s
Naohiko Ishikawa
Office, the Bank
(Apr. 24, 1963)
Jun.
2014 Corporate Secretary, Secretariat, the Bank
Jun.
2016 Executive Officer and General Manager,
Head Office, the Bank (current position)
Reasons for nomination as a candidate for Audit & Supervisory Board Member:
Mr. Naohiko Ishikawa has extensive experience as General Manager of theBank’s major branches as well as in core corporate operations including
corporate planning and secretariat functions. The Bank has determined that hecan be expected to perform audits on the legitimacy of Directors’ duties, etc.
accurately, fairly and efficiently. The Bank, therefore, requests his election as a
candidate for Audit & Supervisory Board Member.
Special relationships:
There are no special relationships between Mr. Naohiko Ishikawa and the Bank.

Attendance
Number of Attendanceat Audit &shares of the at Board ofSupervisory
Bank held
Directors
Board

11

2,087
shares

-

-

No.

Name
(Date of birth)

Apr.
(New appointment)(Outside Audit &Aug.
Supervisory Board
Member)Apr.
(Independent Officer(planned))

Past experience and positions

Attendance
Number of Attendanceat Audit &shares of the at Board ofSupervisory
Bank held
Directors
Board

1985 Registered as Attorney at Law
Joined Ishihara Law Office2011 Principal, Ishihara Law Office (current
position)2016 President, Aichi Bar Association
Vice President, Japan Federation of Bar
Associations

Shinji Ishihara(Nov. 3, 1954)

2

Significant concurrent positions:
Principal, Ishihara Law OfficeOutside Director (Audit and Supervisory Committee Member), OTAKECORPORATION
Outside Director, Yahagi Construction Co., Ltd.
Reasons for nomination as a candidate for Outside Audit & Supervisory Board
Member:Mr. Shinji Ishihara has expertise gained through his extensive career as an
Attorney at Law and the Bank has determined that based on his experience andknowledge, he can be expected to perform audits on the legitimacy of Directors’
duties, etc. accurately, fairly and efficiently. The Bank, therefore, requests hiselection as a candidate for Outside Audit & Supervisory Board Member.
Although he has never been involved in corporate management in ways otherthan assuming the position as Outside Director, the Bank believes that he canappropriately fulfill the duties of Outside Audit & Supervisory Board Member
due to the above reason.
Special relationships:
There are no special relationships between Mr. Shinji Ishihara and the Bank.

0shares--(Notes)
1. Mr. Shinji Ishihara is a candidate for Outside Audit & Supervisory Board Member who satisfies the Criteria for Assessing Independence of
the Bank as described on Page 13. He is also a candidate for Independent Officer pursuant to the provisions of Tokyo Stock Exchange, Inc.
and Nagoya Stock Exchange, Inc.
2. The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Audit & Supervisory Board Members to enter into anagreement limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Bank has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act with Outside Audit &Supervisory Board Members. When the relevant Outside Audit & Supervisory Board Member has acted in good faith and has not beengrossly negligent in performing his duties, he will be responsible for such liability to the extent of the liability amount set forth in Article
425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Bank plans to enter into the same liability limitationagreement with Mr. Shinji Ishihara upon his appointment as Audit & Supervisory Board Member at this General Meeting of Shareholders.

12[Criteria for Assessing Independence]
The Bank shall establish the following criteria for assessing independence of Outside Directors and Outside
Audit & Supervisory Board Members in addition to the “Independence Criteria” set by the Stock Exchanges
on which the Bank is listed:
1.

A person who falls under any of the following shall be a person who does not meet the requirements of
independence.
(1) A person whose sales to the Bank is 2% or more of its consolidated net sales for the most recent
fiscal year
(2) A person whose largest credit provider is the Bank and who shall receive a serious impact such asaffecting the continuity of his business by the Bank’s changes to its loan policies including
immediate collection of the loan.
(3) A shareholder who holds over 5% of the total voting rights of all shareholders of the Bank
(4) A person who has received money or other properties of more than 10 million yen per year on
average over the past three years from the Bank, excluding compensations for Director or Audit &Supervisory Board Member

2.

Notwithstanding the provisions of the preceding paragraph, independence can be recognized if it isjudged that there is substantial independence as a result of comprehensive judgement including otherreasonable reasons.

3.

If a person in paragraph 1 above is a legal entity or the like, it shall mean a business executor of thelegal entity or the like prescribed in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of
the Companies Act.
End

13