T h e t r a n s f o r m a t i o n t o a h o l d i n g c o m p a n y s t r u c t u r e d e s c r i b e d i n t h i s d o c u m e n t i n v o l v e s s e c u r i t i e s o f a J a p a n e s e c o m p a n y.
The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financials t a t e m e n t s i n c l u d e d i n t h i s d o c u m e n t , i f a n y, h a v e b e e n p r e p a r e d i n a c c o r d a n c e w i t h f o r e i g n a c c o u n t i n g s t a n d a r d s t h a t m a y
not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws,s i n c e t h e i s s u e r i s l o c a t e d i n J a p a n a n d s o m e o r a l l o f i t s o f f i c e r s a n d d i r e c t o r s r e s i d e o u t s i d e o f t h e U n i t e d S t a t e s . Yo u m a y
not be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities
l a w s . I t m a y b e d i f f i c u l t t o c o m p e l a J a p a n e s e c o m p a n y a n d i t s a f f i l i a t e s t o s u b j e c t t h e m s e l v e s t o a U . S . c o u r t ’s j u d g m e n t .
Yo u s h o u l d b e a w a r e t h a t t h e i s s u e r m a y p u r c h a s e s e c u r i t i e s o t h e r w i s e t h a n i n c o n n e c t i o n w i t h t h e t r a n s f o r m a t i o n t o aholding company structure, such as in the open market or through privately negotiated purchases.
T h i s d o c u m e n t h a s b e e n t r a n s l a t e d f r o m t h e J a p a n e s e - l a n g u a g e o r i g i n a l f o r r e f e r e n c e p u r p o s e s o n l y. I n t h e e v e n t o f a n y
conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shallprevail in all respects.

Notice of Convocation of the 246th Annual General Meeting of Shareholders

The Juroku Bank, Ltd.
Securities Code:8356

A Word from Our President
We would like to express our thanks for yourcontinued support as shareholders.
To those whose lives have been impacted by the
COVID-19 pandemic, we would like to offer ourmost heartfelt sympathies. Additionally, we want toextend our deepest gratitude to those in the medical
field and everyone else who has been working
tirelessly against the spread of the virus.
We offer you this Notice of Convocation of the246th Annual General Meeting of Shareholders.
We will work closely with our customers and thecommunity to strive toward our long-term vision of
Getting closer to the region with our customers, weare striving toward our Bank’s long-term vision of
becoming a “comprehensive financial group thatcreates the future of the region together andachieves sustainable growth together.”
We ask for your continued support in the future.
May 2021
President and CEO
Yukio Murase

Table of Contents
Notice of Convocation of the General
Meeting of Shareholders
Reference Documents for the General
Meeting of Shareholders
Attached Documents

6

Business Report52

1

Financial Documents

79

Consolidated Financial Statements

81

Audit Report83Securities Code 8356
May 28, 2021

Notice ofConvocation

Notice of Convocation

8-26 Kandamachi, Gifu City

President and CEO Yukio Murase

Notice of Convocation of the 246th Annual General Meeting of Shareholders

Reference Documents
for the General Meetingof Shareholders

The Juroku Bank, Ltd.

To Our Shareholders:Thank you very much for your continued support of our endeavors.

Instead of attending in person, you may also exercise your voting rights by submitting a written form or via electronicmeans (the internet, etc.). Please take the time to review the Reference Documents for the General Meeting of Shareholders(pages 6 to 51 ) and follow the Guidelines for Exercising Voting Rights (pages 3 to5 ) to exercise your voting rights.

Business Report

This 246th annual general meeting of shareholders will be held as shown below.

Thank you
Details

Date and Time

June 18, 2021 (Friday)

10:00 a.m. (JST)2.

Location

8-26 Kandamachi, Gifu City

3F Conference Room, The Juroku Bank Head OfficeFinancial Statements

1.

Matters to be Reported
Business report and financial statements for the 246th Fiscal Year (From April 1,

2.

Consolidated financial statements for the 246th Fiscal Year (From April 1, 2020 to2020 to March 31, 2021)
March 31, 2021) and results of audits of the consolidated financial statements by the3.

Purpose of the
Meetingaccounting auditor and the Audit & Supervisory Board

Matters to be Resolved
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Nine (9) Directors

Proposal No. 3

Election of One (1) Substitute Audit & Supervisory Board Member
Establishment of a Wholly-Owning Parent Company
Through Share Transfer
End

05/07/2021

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1

Audit Report

Proposal No. 4

Consolidated Financial
Statements

1.

Notice of Convocation

Notice Regarding COVID-19 Prevention Measures
●

●
●
●

For the safety of our shareholders, we strongly urge those who are pregnant or have underlying health conditions to prioritize
their health. Even if you are healthy, we would like to ask that you consider not attending in person in order to prevent the spreadof the virus.
The proceedings of this shareholders meeting will run shorter than in previous years.
There will be thermographic temperature scanning at the entrance of the hall where the shareholders meeting will take place.
Please use the alcohol-based sanitizer that will be available within the hall to disinfect your hands.
We ask that you please wear a mask to protect yourself as well as those around you.

Live Broadcast Information●●●

The shareholders meeting will be broadcast live. Please see the enclosed information for more details.
The shareholders meeting can also be streamed at a later date for those who are unable to watch the live broadcast.
Information on subsequent streaming (on-demand) will be published on our website.

Information Disclosure on the Internet
The following items are posted on the Bank’s website, and are therefore not included in the documents attached to this notice ofconvocation in accordance with laws and regulations as well as Article 17 of the Articles of Incorporation of the Bank.
(1) Matters Concerning the Bank’s Stock Acquisition Rights, etc.; Basic Policy for Persons Who Control Decisions on
Financial and Business Policies; System to Ensure Appropriate Operations; Overview of Operational Status of System toEnsure Appropriate Operations; Matters Concerning Specified Wholly-Owned Subsidiaries; Matters Concerning
Transactions with the Parent Company, etc.; and Matters Concerning Accounting Advisors from the Business Report(2) Statement of Changes in Equity and the Notes to the Financial Statements as part of the Financial Statements(3) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements as part of theConsolidated Financial Statements

Our Website
The Business Report, Financial Statements, and Consolidated Financial Statements audited by the auditors consist of theBusiness Report, Financial Statements, and Consolidated Financial Statements attached to this notice of convocation as wellas Items (1) to (3) above.
The Financial Statements and Consolidated Financial Statements audited by the Accounting Auditor consist of the Financial
Statements and Consolidated Financial Statements attached to this notice of convocation as well as Items (2) and (3) above.

05/07/2021

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We believe in the importance of our shareholders’ rights to vote. Please review the Reference
Documents for the General Meeting of Shareholders before exercising your right to vote.
You may vote using one of the following three methods:

Please submit the enclosed Voting Rights
Exercise Form at the reception desk of themeeting hall.

Date and Time of the General Meeting of
Shareholders

June 18, 2021 (Friday)
10:00 a.m. (JST)Please fill out the enclosed Voting Rights
Exercise Form and send it back to arrive by thevoting deadline.

Voting Deadline

June 17, 2021 (Thursday)
Arrive by 5:15 p.m. (JST)Voting Deadline

Please refer to the following pages for more details.

Guidance for Attending the General Meeting of Shareholders●●

05/07/2021

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3

Audit Report●

If you will be attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at the reception desk of the meetinghall.
Please also bring this Notice of Convocation to the meeting with you to save resources.
Please note that those other than shareholders with voting rights, such as their proxies and companions who are not shareholders, may notattend the meeting. However, shareholders who need a nursing attendant are kindly requested to contact us in advance (at toll free number
0120-300-716) so that we can make special arrangements for the meeting.
Any updates to the Reference Documents for the General Meeting of Shareholders and the attached documents will be posted on our
website (https://www.juroku.co.jp/).

Consolidated Financial
Statements

June 17, 2021 (Thursday)
Until 5:15 p.m. (JST)Financial Statements

Internet
Our online voting website

Please cast your vote on the site above before
the voting deadline.

Business Report

Mail-in

Reference Documents
for the General Meetingof Shareholders

Attending the General Meeting of Shareholders in Person

Notice ofConvocation

Guidelines for Exercising Voting Rights

Guidelines for Exercising Voting Rights

How To Vote via Electronic Means (the Internet, etc.)

Please access the Bank’s voting website using a computer, smartphone, or cell phone if you
would like to submit your vote online.

Our online voting website

Please refer to the next page on how to access the website.
You may also access the website by scanning the QR code on the right if you areusing a smartphone or cell phone that can read QR codes.
Votingdeadline

Until 5:15 p.m. (JST) on June 17, 2021 (Thursday)

Important

05/07/2021●

The temporary password included in your Voting Rights Exercise Form will be used to confirm
your identity as a shareholder; please be sure to keep it safe. Please keep in mind that if you
forget or lose your password, you will not be able to vote online or change any information you
have already submitted via online voting.

●

The voting code provided in your Voting Rights Exercise Form is valid only for this meeting.

●

You may not be able to access online voting if you: use firewalls, have antivirus software set up,
use proxy servers, etc.

●

If you have any questions, please feel free to reach out to the help desk (Mitsubishi UFJ Trustand Banking Corporation
0120-173-027).

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4

Notice ofConvocation

Using the QR Code to AccessEnter Your Login ID and Password to AccessNo need for login ID or password!
Please use your smartphone or the like to scan the
CR code on the bottom right corner of your Voting
Rights Exercise Form.

Please access thevoting website.

Reference Documents for
the General Meeting of
Shareholders

VotingwebsiteClick “Go to next screen”
Business Report

Please enter thelogin ID andtemporary password
listed in your Voting
Rights Exercise
Form.
After that, please follow the instructions on yourscreen to submit your vote.

Enter your login ID andtemporary password, thenclick “Log in”

You may only use the QR code to vote once.
If you would like to change your vote after
submitting it, please access the desktop version of
the voting site, input the login ID and password
listed in your Voting Rights Exercise Form, andresubmit your vote.
*If you rescan the QR code, it will take you to thedesktop version of the site.

You will be responsible for any fees associated with accessing the voting website (internet connectivity fees, etc.).

Please feel free to contact the number
to the right if you have any questions
concerning online voting.

Mitsubishi UFJ Trust and Banking Corporation Transfer Agent
Department (Help Desk)(Available 9:00 - 21:00 JST

toll-free)

Audit Report[To our institutional investors]
If you applied in advance to use the electronic voting platform run by ICJ, Inc., you may use it instead of theonline voting methods listed above.

5

Consolidated Financial
Statements

After that, please follow the instructions on yourscreen to submit your vote.

Financial Statements

You will
automatically be
asked to change
your password when
you log in with thetemporarypassword; please
make your own new Enter your new password,
password.
then click “Submit”

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.
In consideration of the operating result of the current fiscal year, which outperformed that of theprevious fiscal year, and the Bank’s plan to shift to a holding company system in October 2021, inorder to express our appreciation for your daily support, it is proposed that the year-end dividend
include a commemorative dividend of 10 yen and be paid as follows.
As the Bank has paid the interim dividend of 35 yen per share for the current fiscal year, the annual
dividend for the current fiscal year will be 90 yen per share.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount55 yen per share of common stock, including a commemorative dividend of 10 yen, for a total of
2,055,509,060 yen(3) Effective date of distribution of surplus
June 21, 2021

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
10,000,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 10,000,000,000 yen

6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.
1
2
3
4
5
6
7
8
9

Name
(Reappointment)

Yukio Murase(Reappointment)

Naoki Ikeda(Reappointment)

Yukiyasu Shiraki(Reappointment)

Akihide Ishiguro(Reappointment)

Shin Mishima(New appointment)

Tsutomu Niimi(Reappointment)

Yuji Kume(Reappointment)

Kikuo Asano(Reappointment)

Satoko Ito

Current position at the Bank, etc.

Attendance atBoard ofDirectors

President and CEO

13/13

Deputy President

13/13

Director and Managing Executive Officer and Chief
General Manager, Business Support Division

13/13

Director and Managing Executive Officer

13/13

Director and Managing Executive Officer

13/13

Executive Officer and General Manager, Enterprise
Support Division
Outside Director
Independent Officer
Outside Director
Independent Officer
Outside Director
Independent Officer

－

7

13/13
13/13
10/10

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Apr.
Jun.
Feb.
Apr.

1

Joined the Bank
General Manager, Hong Kong Branch, the Bank
General Manager, Nagoya Ekimae Branch, the Bank
(Reappointment)
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:
Mr. Yukio Murase has served as President and CEO of the Bank for seven years. As he
has previously served as an officer responsible primarily for corporate planning, businesssupport, corporate administration, and internal audit sections, he is well-versed in overallbank operations and has a capability and a track record that enable him to perform the
management of banking operations accurately, fairly and efficiently.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to the enhancement of the effectiveness of the Board of
Directors’ decision-making and supervising functions in order to promote the Bank’s
sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukio Murase and the Bank.

Number ofshares of the
Bank held

Attendanceat Board of
Directors

11,800shares

13/13

1979
1993
1994
1998

8

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Attendanceat Board of
Directors

4,500
shares

13/13

Apr.
Apr.
Jun.

2

1980 Joined the Bank
2005 General Manager, Takayama Branch, the Bank
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 Deputy President, the Bank (current position)(Representative Director)(Responsible for Secretariat and Corporate
Administration Division)
Reasons for nomination as a candidate for Director:
Mr. Naoki Ikeda has served as Deputy President of the Bank for seven years. As he has
previously served as an officer responsible primarily for corporate planning, operations
administration, enterprise support, and corporate administration sections, he iswell-versed in overall bank operations and has a capability and a track record that enable
him to perform the management of banking operations accurately, fairly and efficiently.
The Bank believes that, by utilizing his extensive operational experience and a wide
range of knowledge, he will contribute to the enhancement of the effectiveness of theBoard of Directors’ decision-making and supervising functions in order to promote theBank’s sustainable growth and improve its medium-to-long term corporate value 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

9

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Apr.
Apr.
Mar.
Jun.

3

Joined the Bank
General Manager, Hashima Branch, the Bank
General Manager, Kakamigahara Branch, the Bank
Executive Officer and General Manager, Ichinomiya
Branch, the Bank
Jun.
2016 Managing Executive Officer and Chief General
Manager, Aichi Business Division, the Bank
Jun.
2017 Director and Managing Executive Officer and Chief
General Manager, Aichi Business Division, and(Reappointment)
Deputy Chief General Manager, Business
Integration Division, the Bank
Yukiyasu Shiraki
Apr.
2019 Director and Managing Executive Officer and Chief(Jan. 7, 1963)
General Manager, Business Integration Division,
the Bank
Apr.
2021 Director and Managing Executive Officer and Chief
General Manager, Business Support Division, theBank (current position)(Responsible for Business Support, Retail Business,
Solution Business, Regional Revitalization, andAichi Business Divisions)Reasons for nomination as a candidate for Director:
Since assuming office of Executive Officer of the Bank, Mr. Yukiyasu Shiraki has been
responsible for business integration, personal business and corporate business. As he has
previously served as General Manager of the Bank’s major branches and an officer
responsible for the business support section, etc., he is well-versed in overall operations
and has a capability and a track record that enable him to perform the management ofbanking operations accurately, fairly and efficiently.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to the enhancement of the effectiveness of the Board of
Directors’ decision-making and supervising functions in order to promote the Bank’s
sustainable growth and improve its medium-to-long term corporate value and has
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

Attendanceat Board of
Directors

1,261
shares

13/13

1985
2010
2012
2014

10

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Apr.
Jun.
Oct.
Apr.

4

Joined the Bank
General Manager, Tokai Branch, the BankManager, Human Resources Division, the Bank
Deputy General Manager, Human Resources
Division, the Bank
Jun.
2016
General Manager, Corporate Administration
Division, the Bank
Jun.
2017
Executive Officer and General Manager,(Reappointment)
Corporate Administration Division, the Bank
Jun.
2018
Director and Executive Officer and General
Akihide Ishiguro
Manager, Corporate Administration Division,(Sep. 19, 1963)
the Bank
Jun.
2019
Director and Executive Officer and General
Manager, Corporate Planning Division, the
Bank
Jun.
2020
Director and Managing Executive Officer, theBank (current position)(Responsible for Corporate Planning andDigital Reform Divisions)Reasons for nomination as a candidate for Director:
Since assuming office of Executive Officer of the Bank, Mr. Akihide Ishiguro has been
responsible for supervision related to human resources and general affairs. As he has
previously served as an officer responsible primarily for corporate planning and digitalreform sections, he is well-versed in overall operations and has a capability and a trackrecord that enable him to perform the management of banking operations accurately,
fairly and efficiently.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to the enhancement of the effectiveness of the Board of
Directors’ decision-making and supervising functions in order to promote the Bank’s
sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Akihide Ishiguro and the Bank.

Number ofshares of the
Bank held

Attendanceat Board of
Directors

1,211
shares

13/13

1987
2009
2011
2014

11

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Apr.
Jan.
Oct.
Jun.

5

Joined the BankManager, Risk Control Division, the Bank
General Manager, Sohara Branch, the Bank
General Manager, Risk Management Division, the
Bank
Jun.
2018 Executive Officer and General Manager, Risk
Management Division, and Head, Anti-Money
Laundering Office, the Bank
(Reappointment)Jan.
2019 Executive Officer and General Manager, Risk
Management Division, the Bank
Shin MishimaJun.
2019 Director and Executive Officer and General(Jul. 20, 1964)
Manager, Risk Management Division, the Bank
Nov.
2019 Director and Executive Officer and General
Manager, Operations Administration Division, the
Bank
Oct.
2020 Director and Managing Executive Officer (current
position)(Responsible for Risk Management, Market
Transaction, and Internal Audit Divisions)Reasons for nomination as a candidate for Director:
Since assuming office of Executive Officer of the Bank, Mr. Shin Mishima has been
responsible for risk management and operations administration sections and acquired
extensive experience in branch office operations. As he has previously served as an officer
responsible primarily for risk management, market transaction, and internal audit sections,
he is well-versed in overall operations and has a capability and a track record that enable
him to perform the management of banking operations accurately, fairly and efficiently.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to the enhancement of the effectiveness of the Board of
Directors’ decision-making and supervising functions in order to promote the Bank’s
sustainable growth and improve its medium-to-long term corporate value and has
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Shin Mishima and the Bank.

Number ofshares of the
Bank held

Attendanceat Board of
Directors

877
shares

13/13

1987
2010
2015
2017

12

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

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

6

Joined the BankManager, Credit Division, the BankManager, Loan Division, the Bank
General Manager, Kariya Branch, the Bank
(New appointment)
General Manager, Ichinomiya Branch, the Bank
Tsutomu Niimi
Executive Officer and General Manager, Nagoya(October 8, 1965)
Main Office, the Bank
Oct.
2020 Executive Officer and General Manager,
Enterprise Support Division, the Bank (current
position)
Reasons for nomination as a candidate for Director:
Since assuming office of Executive Officer of the Bank, Mr. Tsutomu Niimi has been
responsible for the enterprise support business. As he has previously served as General
Manager of the Bank’s major branches, etc., he is well-versed in overall operations andhas a capability and a track record that enable him to perform the management of banking
operations accurately, fairly and efficiently.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to the enhancement of the effectiveness of the Board of
Directors’ decision-making and supervising functions in order to promote the Bank’s
sustainable growth and improve its medium-to-long term corporate value and has
nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Tsutomu Niimi and the Bank.

Number ofshares of the
Bank held

Attendanceat Board of
Directors

717
shares

－

1989
2013
2014
2016
2017
2019

13

No.

Name
(Date of birth)

Apr.

1972

Jul.

2001

Jun.

2003

Jun.

2005

Jun.
(Reappointment)(Outside Director)(Independent Officer) Jun.

2006

Yuji Kume(Jul. 14, 1949)

7

Past experience, positions, and responsibilities

2007

Jun.

2009

Jun.

2013

Jun.

2014

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
Director, the Bank (current position)
Special Advisor, TOENEC (current position)

Jun.
2017
Jun.
2018
Jun.
2020
Significant concurrent positions:
Special Advisor, TOENEC CORPORATION
Outside Director, Nagoya Stock Exchange, Inc.
Reasons for nomination as a candidate for Outside Director and the overview of the expectedrole to play:
Mr. Yuji Kume has been engaged in corporate management as Director & Senior
Managing Executive Officer of Chubu Electric Power Co., Inc. and President andRepresentative Director of TOENEC CORPORATION, and has gained extensive
experience and a wide range of insight in all aspects of corporate management.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Bank’s sustainable growth and improve its medium-to-long term corporate
value and has renominated 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 Special Advisor of TOENEC CORPORATION.
There are recurring business relationships between the Bank and TOENECCORPORATION.
(Note)Mr. Yuji Kume is currently serving as Outside Director of the Bank and his term ofoffice will be three (3) years at the conclusion of this General Meeting of
Shareholders.

14

Number of Attendanceshares of the at Board of
Bank held
Directors

0shares

13/13

No.

8

Name
(Date of birth)

Past experience, positions, and responsibilities

Apr.
Apr.

1982
2005

Apr.
(Reappointment)(Outside Director)(Independent Officer) Apr.
Jul.
Kikuo Asano(Feb. 13, 1959)
Apr.

2012

Apr.

2017

2013
2013
2015

Number of Attendanceshares of the at Board of
Bank held
Directors

Joined Meiji Life Insurance Company
General Manager, Profit Management & Actuarial
Department, Meiji Yasuda Life Insurance Company(hereinafter “Meiji Yasuda Life Insurance”)
Executive Officer and General Manager, Profit
Management & Actuarial Department, Meiji
Yasuda Life Insurance
Executive Officer, Meiji Yasuda Life InsuranceManaging Executive Officer, Meiji Yasuda Life
Insurance
Senior Managing Executive Officer, Meiji Yasuda
Life Insurance
President and Representative Director, Meiji Yasuda
Real Estate Management Company Limited (current
position)
Director, the Bank (current position)

Jun.
2019
Significant concurrent positions:
President and Representative Director, Meiji Yasuda Real Estate Management Company
LimitedReasons for nomination as a candidate for Outside Director and the overview of the expectedrole to play:
Mr. Kikuo Asano has been engaged in corporate management as Senior Managing
Executive Officer of Meiji Yasuda Life Insurance and President and Representative
Director of Meiji Yasuda Real Estate Management Company Limited, the current position
since 2017, and has gained extensive experience and a wide range of insight in financial
sector.
The Bank believes that, by utilizing his extensive operational experience and a wide range
of knowledge, he will contribute to increasing transparency and fairness of thedecision-making function and strengthening the supervising function of the Board of
Directors from an objective standpoint independent from the management team in order topromote the Bank’s sustainable growth and improve its medium-to-long term corporate
value and has renominated him as a candidate for Outside Director.
Special relationships:
There are no special relationships between Mr. Kikuo Asano and the Bank.
(Note) Mr. Kikuo Asano is currently serving as Outside Director of the Bank and his termof office will be two (2) years at the conclusion of this General Meeting of
Shareholders.

15

0shares

13/13

No.

Name
(Date of birth)

Past experience, positions, and responsibilities

Oct.
(Reappointment)(Outside Director)
Apr.
(Independent Officer)

Satoko Ito(Jul. 3, 1967)

9

Apr.

1989
2010
2015

Number of Attendanceshares of the at Board of
Bank held
Directors

Started activities as an anchorperson for news andinformation programs
Visiting Professor, Graduate Institute for
Entrepreneurial Studies (current position)
Part-time Lecturer, Niigata University (current
position)
Director, the Bank (current position)

Jun.
2020
Significant concurrent positions:
Outside Director, Sekisui Jushi Corporation
External Corporate Auditor, MITANI SANGYO Co., Ltd.
Reasons for nomination as a candidate for Outside Director and the overview of the expectedrole to play:
Ms. Satoko Ito has extensive experience and knowledge in a wide range of domains such asenvironmental energy and regional revitalization gained through her career as ananchorperson for news and information programs and a university professor.
Although she has not been involved in corporate management other than through serving as
Outside Director or External Corporate Auditor, the Bank believes that, by utilizing her
extensive experience and a wide range of knowledge, she will contribute to increasingtransparency and fairness of the decision-making function and strengthening thesupervising function of the Board of Directors from an objective standpoint independent
from the management team in order to promote the Bank’s sustainable growth and improve
its medium-to-long term corporate value and has renominated her as a candidate for
Outside Director.
Special relationships:
There are no special relationships between Ms. Satoko Ito and the Bank.
(Note) Ms. Satoko Ito is currently serving as Outside Director of the Bank and her term ofoffice will be one (1) year at the conclusion of this General Meeting of Shareholders.

160shares10/10

(Notes)
1. Mr. Yuji Kume, Mr. Kikuo Asano and Ms. Satoko Ito are candidates for Outside Directors who satisfy the Criteria for Assessing
Independence of the Bank as described on Page 16. 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 eachof the Outside Director candidates, Mr. Yuji Kume, Mr. Kikuo Asano and Ms. Satoko Ito. When the relevant Outside
Directors have acted in good faith and have not been grossly negligent in performing their duties, they will be responsible forsuch 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 limitation agreement with each of the Outside Director
candidates upon their reappointment at this General Meeting of Shareholders.
4. The Bank has entered into a directors and officers liability insurance contract under which its officers, etc. are insured
persons with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If the candidates are
reelected or elected as proposed, all of them will be insured under the contract. The contract covers compensation fordamages and litigation expenses in the event that a claim for damages is made against the insured person due to an act
committed by the insured person in his/her capacity such as an officer of a company. The Bank fully bears the insurance
premiums for all insureds. The Bank will renew the insurance contract with the same details during their terms of office.

17

Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member
The term of office of the current Substitute Audit & Supervisory Board Member will expire at the beginningof this Annual General Meeting of Shareholders. Accordingly, the Bank proposes to elect one (1) Substitute
Audit & Supervisory Board Member to prepare for cases where the number of Audit & Supervisory Board
Members falls below the minimum number specified by laws and regulations.
This resolution will be effective until the beginning of the Annual General Meeting of Shareholders in two
years, pursuant to the provisions of the Articles of Incorporation of the Bank.
We have obtained the approval of the Audit & Supervisory Board for this proposal.
The candidate for the Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience and positions

2000 Registered as Attorney at Law (Saitama
Prefecture)(Outside Audit &Joined Shimizu Sogo Law Office
Supervisory Board Oct.
2005 Registered as Attorney at Law (Aichi
Member)Prefecture)(IndependentOct.
2008 Registered as Patent Attorney
Officer (planned)) Apr.
2009 Joined Keimei Law Office (Partner)May
2013 Sakura Godo/Sakura International Patent
Akitsuyu Ogawa
Law Firm (Partner)(July 3, 1971)
Apr.
2019 President, Akitsuyu International andPatent Law Office (current position)
Significant concurrent positions:
President, Akitsuyu International and Patent Law Office
Associate Professor (Business Law), Business School, Nagoya Universityof Commerce & Business
Reasons for nomination as a candidate for Outside Audit & Supervisory
Board Member:
Mr. Akitsuyu Ogawa has extensive experience and expertise in overall
legal and intellectual property practices as an Attorney at Law as well as a
Patent Attorney. Although he has not been directly involved in corporate
management, the Bank believes that, by utilizing his extensive experienceand a wide range of knowledge, he will contribute to increasing the legality
and raising the level of supervision of execution of duties by the Bank’s
Directors from an objective standpoint independent from the management
team and has renominated him as a candidate for Substitute Outside Audit& Supervisory Board Member.
Special relationships:
There are no special relationships between Mr. Akitsuyu Ogawa and theBank.

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

Apr.

18

0
shares－－(Notes)1.

Mr. Akitsuyu Ogawa is candidate for Substitute Outside Audit & Supervisory Board Member who satisfies the Criteria for
Assessing Independence of the Bank as described on Page 16.

2.

The Bank plans to register Mr. Akitsuyu Ogawa to Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. as
Independent Officer pursuant to their provisions upon his appointment.

3.

The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Audit & Supervisory Board Members toenter 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
Outside Audit & Supervisory Board Members. When the relevant Outside Audit & Supervisory Board Member has acted ingood faith and has not been grossly 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 limitation agreement with Mr. Akitsuyu Ogawa upon his appointment as Audit &Supervisory Board Member.

4.

The Bank has entered into a directors and officers liability insurance contract under which Mr. Akitsuyu Ogawa is an
insured person if he is elected, with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act.
The contract covers compensation for damages and litigation expenses in the event that a claim for damages is made against
the insured person due to an act committed by the insured person in his/her capacity such as an officer of a company. The
Bank fully bears the insurance premiums for all insureds. The Bank will renew the insurance contract with the same details
during their terms of office.

[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.

19

Proposal 4: Establishment of a Wholly-Owning Parent Company Through Share Transfer
At the board of directors meeting held on May 13, 2021, the Bank resolved to prepare a share transfer plan(the “Share Transfer Plan”) to establish wholly-owning parent company Juroku Financial Group, Inc. (the“Holding Company”) through a sole-share transfer (the “Share Transfer”) with an (scheduled) effective dateof October 1, 2021.
This proposal requests the approval of shareholders for the Share Transfer Plan, and the reasons for the Share
Transfer and the details of the Share Transfer Plan are as follows.
1.

Reason and purpose of the Share Transfer, etc.
(1) Reason and purpose of the Share Transfer
As a financial institution with its operating bases in Gifu and Aichi prefectures, the Bank’s aim
has been to become a comprehensive financial group that builds a future with its local
communities and achieves sustainable growth with local economies by creating common value
through engagement in dialogue with local communities for the purpose of contributing tostimulating the local economy. Recently, the Group has been seeking to step up its groupmanagement system in order to respond to rapidly advancing digital transformation and the needs
and challenges of our customers and local communities, in addition to SDGs and regional
revitalization efforts.
At the same time, there have been major changes in the business environment surrounding
regional financial institutions, such as the ongoing low-interest policy, intensifying competition
across industries and business categories, a shrinking and ageing population, and increasing
uncertainty about the future market scale due to structural changes in the structure of industry. In
order to contribute to the realization of a sustainable society, regional financial institutions must
transform their business models and adapt to deregulation.
For these reasons, the Group has decided to transition to a holding company structure in order toexpand our business domain such as by establishing new businesses, strengthen collaboration andoptimize the allocation of resources within the Group by reforming the thinking and behavior of
our officers and employees, enhance auditing and supervisory functions, and accelerate businessexecution.
Under the holding company structure, with the mission of “achieving growth and prosperity forour customers and the local community” as part of our Group management philosophy, theGroup will work to enhance corporate value by creating a business structure that can respondflexibly to changes in the business environment in order to support our customers’ businesses, inwhich the Group’s management resources are concentrated, and fulfil our obligations towardsustainable regional growth.

20

(2)

Procedure for transition to a holding company structure
The Bank plans to transition to a holding company structure using the following process.
[Step 1] Establishment of the Holding Company through Sole Share Transfer
The Holding Company will be established through the Share Transfer effective October 1, 2021,
pursuant to which the Bank will become the wholly owned subsidiary company of the Holding
Company.

Juroku Financial Group, Inc.
(Holding Company)

The Juroku Bank, Ltd.

NOBUNAGA Capital Village
Co., Ltd.

Juroku Credit Guarantee Co.,Ltd.

Juroku Computer Service Co.,Ltd.

Juroku Lease Co., Ltd.

Juroku Card Co., Ltd.

Juroku Tokai Tokyo Securities
Co., Ltd.

Juroku Research Institute Co.,Ltd.

Juroku Business Service Co.,
Ltd.

21

[Step 2] Reorganization of operating companies within the Group
After the establishment of the Holding Company, six consolidated subsidiary companies of the
Bank (i.e., Juroku Research Institute Co., Ltd., Juroku Tokai Tokyo Securities Co., Ltd., Juroku
Card Co., Ltd., Juroku Lease Co., Ltd., Juroku Computer Service Co., Ltd., and NOBUNAGA
Capital Village Co., Ltd.) are expected to be reorganized with the Holding Company as the direct
investing company, with the aim of enhancing collaboration within the group.
Juroku Financial Group, Inc.
(Holding Company)

NOBUNAGA Capital Village
Co., Ltd.

Juroku Computer Service Co.,Ltd.

Juroku Lease Co., Ltd.

Juroku Card Co., Ltd.

Juroku Tokai Tokyo Securities
Co., Ltd.

Juroku Research Institute Co.,Ltd.

The Juroku Bank, Ltd.
Juroku Credit Guarantee
Co., Ltd.

Juroku Business Service Co.,
Ltd.

(3)

Other mattersthe Holding Company will be a company with an audit and supervisory committee, further
enhancing its corporate governance by strengthening not only the decision-making function, butalso the auditing and supervisory function of the board of directors.
Because the Bank will become a wholly owned subsidiary company of the Holding Company
through the Share Transfer, the shares of the Bank will be delisted. However, the Group intends
to apply to list the shares of the Holding Company—which will be delivered to all shareholdersof the Bank as consideration for the shares of the Bank—on the First Section of the Tokyo Stock
Exchange, Inc. (the “TSE”) and the First Section of the Nagoya Stock Exchange, Inc. (the“NSE”). The date of listing depends on the reviews by the TSE and NSE, but is scheduled for
October 1, 2021, which is the date of registration of the establishment of the Holding Company
and the effective date of the Share Transfer. This policy means that the stock will effectively
remain listed.

22

2.

Outline of the Content of the Share Transfer Plan
The details of the Share Transfer Plan are as described in the “Share Transfer Plan (Copy)” below.
Share Transfer Plan (Copy)

The Juroku Bank, Ltd. (the “Bank”) establishes the following Share Transfer Plan (the “Plan”) to transfer
shares in order to establish a wholly-owning parent company (the “Holding Company”) established by sharetransfer with the Bank as a wholly-owned subsidiary.
Article 1
Transfer of Shares
In accordance with the provisions of the Plan, the Bank shall engage in a share transfer (the “Share Transfer”)
by making the Holding Company acquire all of the issued shares of the Bank on the Holding Company
Establishment Date (defined in Article 7) by the method of sole-share transfer.
Article 2
2.1

2.2.

Holding Company Purpose, Trade Name, Location of Head Office, Total Number ofAuthorized Shares and Other Matters Specified in Articles of Incorporation
The company purpose, trade name, location of head office, and total number of authorized shares shallbe as follows.
(1) Purpose
The purpose of the Holding Company shall be as described in Article 2 of Appendix 1: Juroku
Financial Group, Inc. Articles of Incorporation(2) Trade name
The trade name of the Holding Company will be Juroku Financial Group, Inc.
(3) Location of head office
The head office of the Holding Company will be located in Gifu City, at the address 8-26
Kandamachi, Gifu City.
(4) Total number of authorized shares
The total number of authorized shares of the Holding Company is 80 million shares.
In addition to the matters specified in the previous paragraph, the matters specified in the Articles ofIncorporation of the Holding Company shall be as described in Appendix 1: Juroku Financial Group,
Inc. Articles of Incorporation.

23

Article 3
3.1.

3.2.

3.3.

3.4.

Names of the Directors and Accounting Auditor at the Time of Establishment of the Holding
Company
The names of the Directors at the time of establishment of the Holding Company (excluding Directors
at the time of establishment who are Audit & Supervisory Committee Members at the time ofestablishment) are as follows.
(1) Director Yukio Murase(2) Director Naoki Ikeda(3) Director Akihide Ishiguro(4) Director Yukiyasu Shiraki(5) Director Shin Mishima(6) Director Hiroyuki Ota(7) Outside Director Kikuo Asano(8) Outside Director Satoko Ito
The names of Directors at the time of establishment of the Holding Company who are Audit &Supervisory Committee Members at the time of establishment are as follows.
(1) Director Naohiko Ishikawa(2) Outside Director Shinji Ishihara(3) Outside Director Satoe Tsuge
The name of the Substitute Director and Audit & Supervisory Committee Member at the time ofestablishment of the Holding Company is as follows.
Outside Director Akitsuyu Ogawa (Substitute Director)
The name of the accounting auditor at the time of establishment of the Holding Company is as follows.
Deloitte Touche Tohmatsu LLC

Article 4
Shares to be Delivered at the Time of the Share Transfer and Their Allocation
4.1. At the time of the Share Transfer, at the point in time (the “Reference Time”) immediately before thepoint in time of acquisition of all of the issued shares of the Bank, the Holding Company shall issue tothe shareholders of the Bank, in place of the common shares of the Bank held by the Bank shareholders,common shares of the Holding Company in a number equivalent to the total number obtained bymultiplying the total number of Bank common shares held at the Reference Time by one.
4.2. The Holding Company shall allocate the common shares of the Holding Company to be delivered
pursuant to the provisions of the preceding paragraph to the shareholders of the Bank at the Reference
Time, with one common share of the Holding Company for each common share of the Bank held by ashareholder.
Article 5
Matters Concerning the Capital and Reserves of the Holding Company
The amount of capital and reserves at the time of establishment of the Holding Company shall be as follows.
(1) Amount of capital
36 billion yen(2) Amount of capital reserves
9 billion yen(3) Amount of retained earnings reserves
0 yen

24

Article 6
6.1.

Stock Acquisition Rights to be Delivered at the Time of the Share Transfer and Their
Allocation
At the time of the Share Transfer, the Holding Company shall deliver to the stock acquisition rights
holders of each stock acquisition right issued by the Bank listed in Column 1 from (1) to (8) in the tablebelow at the Reference Time, in exchange for each Bank stock acquisition right held, the Holding
Company stock acquisition rights listed in Column 2 in the same number as the Bank stock acquisitionrights held at the Reference Time.
Column 1
Name

Column 2
Description

Name

The Juroku Bank, Ltd.
(1)

Juroku Financial Group, Inc.
Described in Appendix 2-(1)-1

First stock acquisition rights

Juroku Financial Group, Inc.
Described in Appendix 2-(2)-1

Second stock acquisition rights

Described in Appendix 2-(2)-2Second stock acquisition rights

The Juroku Bank, Ltd.
(3)

Juroku Financial Group, Inc.
Described in Appendix 2-(3)-1

Third stock acquisition rights

Described in Appendix 2-(3)-2
Third stock acquisition rights

The Juroku Bank, Ltd.
(4)

Juroku Financial Group, Inc.
Described in Appendix 2-(4)-1

Fourth stock acquisition rights

Described in Appendix 2-(4)-2
Fourth stock acquisition rights

The Juroku Bank, Ltd.
(5)

Juroku Financial Group, Inc.
Described in Appendix 2-(5)-1

Fifth stock acquisition rights

Described in Appendix 2-(5)-2
Fifth stock acquisition rights

The Juroku Bank, Ltd.
(6)

Juroku Financial Group, Inc.
Described in Appendix 2-(6)-1

Sixth stock acquisition rights

Described in Appendix 2-(6)-2
Sixth stock acquisition rights

The Juroku Bank, Ltd.
(7)

Juroku Financial Group, Inc.
Described in Appendix 2-(7)-1

Seventh stock acquisition rights

Described in Appendix 2-(7)-2
Seventh stock acquisition rights

The Juroku Bank, Ltd.
(8)

Juroku Financial Group, Inc.
Described in Appendix 2-(8)-1

Eighth stock acquisition rights

6.2.

Described in Appendix 2-(1)-2
First stock acquisition rights

The Juroku Bank, Ltd.
(2)

Description

Described in Appendix 2-(8)-2
Eighth stock acquisition rights

At the time of the Share Transfer, the Holding Company shall allocate one stock acquisition right listedin Column 2 for each of the stock acquisition rights listed in Column 1 from (1) to (8) in the table in thepreceding paragraph to the holders of Bank stock acquisition rights at the Reference Time.

Article 7
Establishment Date of the Holding Company
The date on which the establishment of the Holding Company is to be registered (“Holding Company
Establishment Date”) shall be October 1, 2021; provided, however, that the Holding Company Establishment
Date may be changed by a resolution of the board of directors of the Bank if necessary due to the progress ofthe procedures for the Share Transfer or other reasons.

25Article 8
Shareholder Meeting to Approve the Plan
The Bank will convene an ordinary general meeting of shareholders with June 18, 2021 as the meeting dateand request approval of the Plan and resolutions on matters necessary for the Share Transfer; provided,
however, that the date of the general meeting of shareholders may be changed by a resolution of the board of
directors of the Bank if necessary due to the progress of the procedures for the Share Transfer or other reasons.
Article 9
Stock Exchange of Listing for the Holding Company
The Holding Company plans to list its issued common shares on the First Section of the Tokyo Stock
Exchange and the First Section of the Nagoya Stock Exchange on the Holding Company Establishment Date.
Article 10
Administrator of the Shareholder Registry for the Holding Company
The administrator of the shareholder registry for the Holding Company will be Mitsubishi UFJ Trust andBanking Corporation.
Article 11
Effect of the Plan
If the general meeting of shareholders of the Bank set forth in Article 8 does not approve the Plan and resolve
the matters necessary for the Share Transfer, or if the approval of the relevant government agencies stipulatedby domestic and foreign laws and regulations regarding the Share Transfer (including, but not limited to, theapproval provided for in Article 52-17 of the Banking Act regarding the Share Transfer) is not obtained by theHolding Company Establishment Date, or if the Share Transfer is suspended based on the following Article,
the Plan shall cease to be effective.
Article 12
Changes, etc., to the Plan
If there is a significant change in the Bank’s assets or business conditions due to natural disasters or otherreasons between the creation of the Plan and the Holding Company Establishment Date, if there is a serious
hindrance to the execution of the Share Transfer, or if it becomes difficult to achieve the purpose of the Plan
for any other reason, the terms of the Share Transfer or other details of the Plan may be changed or the Share
Transfer may be suspended by a resolution of the board of directors of the Bank.
Article 13
Matters Not Provided Herein
In addition to the matters stipulated in the Plan, the Bank will determine the matters necessary for the Share
Transfer in accordance with the purpose of the Share Transfer.
May 13, 2021
8-26 Kandamachi, Gifu City, Gifu
The Juroku Bank, Ltd.
President and CEO Yukio Murase

26

Share Transfer Plan Appendix 1
Juroku Financial Group, Inc. Articles of Incorporation
Chapter 1

General Provisions

Article 1
Trade Name
The trade name of the Company is Juroku Financial Group, Inc.
Article 2
PurposeAs a bank holding company, the purpose of the Company is to carry out the following business.
(1) Business management of a bank and companies able to be subsidiaries under the Banking Act(2) All operations that are incidental or related to the operations set forth in the preceding
subparagraph(3) In addition to the operations listed in the two preceding subparagraphs, operations that can be
carried out by a bank holding company under the Banking Act
Article 3
Location of Head Office
The head office of the Company is located in Gifu City.
Article 4
OrgansThe Company shall have the following organs in addition to the general meeting of shareholders and directors.
(1) Board of directors meeting(2) Audit & supervisory committee(3) Accounting auditor
Article 5
Method of Public Notice
The Company’s public notices shall be published electronically; provided, however, that if public notice byelectronic public notice is not possible due to an accident or other unavoidable grounds, public notice will be
published in the Nihon Keizai Shimbun and the Gifu Shimbun, which is published in Gifu City.
Chapter 2

Shares

Article 6
Total Number of Authorized Shares
The total number of authorized shares of the Company is 80 million shares.
Article 7
Acquisition of Treasury Shares
Pursuant to the provisions of Article 165.2 of the Companies Act, the Company may acquire treasury sharesthrough market transactions or the like by a resolution of the board of directors.

27

Article 8
Share Unit Number
The number of shares in a unit of shares of the Company is 100 shares.
Article 9
Rights Pertaining to Shares of Less Than One Unit
A shareholder of the Company may not exercise rights other than those listed below with respect to shares
held by the shareholder of less than one unit.
(1) Rights listed in the subparagraphs under Article 189.2 of the Companies Act;
(2) Right to make a demand pursuant to the provisions of Article 166.1 of the Companies Act;
(3) Right to receive allocation of solicited shares or stock acquisition rights in proportion to thenumber of shares held by the shareholder; and(4) Right to make a demand as prescribed in the following article.
Article 10
Additional Purchase of Shares of Less than One Unit
Pursuant to the provisions set forth in the Share Handling Rules, shareholders of the Company may demand
the sale of a number of shares sufficient to constitute a share unit when combined with the number of shares ofless than one unit held by that shareholder.
Article 11
Shareholder Registry Administrator
11.1. The Company has a shareholder registry administrator.
11.2. The shareholder registry administrator and the place at which it handles its business will be determinedby resolution of the board of directors and stated in a public notice.
11.3. The preparation and keeping of the Company’s shareholder registry and registry of stock acquisitionrights and other administrative work concerning the shareholder registry and registry of stockacquisition rights will be delegated to the shareholder registry administrator and will not be handled at
the Company.
Article 12
Share Handling Rules
The Company’s procedures for the exercise of shareholder’s rights and other handling of shares shall be
pursuant to the Share Handling Rules that are prescribed by the board of directors in addition to law andregulation and these Articles of Incorporation.
Chapter 3

Shareholders Meeting

Article 13
Convocation
The company convenes an annual shareholders meeting within three months of the end of each fiscal year, andconvenes extraordinary shareholders meetings as necessary.
Article 14
Record Date for Annual Shareholders Meeting
The record date for voting rights at the Company’s ordinary general meeting of shareholders is March 31steach year.

28

Article 15
Convener and Chair
15.1. The president will convene and chair the general meeting of shareholders based on a resolution of theboard of directors unless otherwise provided for in laws and regulations.
15.2. If the president suffers an accident or the position is vacant, another director will convene and chair thegeneral meeting of shareholders in accordance with the order stipulated in advance by a resolution of
the board of directors.
Article 16

Deemed Provision of General Meeting of Shareholders Reference Documents, etc., byInternet Disclosure
The Company may be deemed to have provided information pertaining to matters that should be entered orindicated in general meeting of shareholders reference documents, business reports, financial statements, andconsolidated financial statements upon convening a general meeting of shareholders by disclosing that
information to shareholders via the Internet in accordance with the provisions of Ministry of Justice ordinance.
Article 17
Resolution Method
17.1. Except where otherwise provided by law or regulation or these Articles of Incorporation, a resolution of
the general meeting of shareholders shall be made by a majority of the voting rights of the shareholders
present at the meeting who are entitled to vote.
17.2. Resolutions prescribed in Article 309.2 of the Companies Act shall be made by at least two-thirds of thevoting rights of the shareholders present where shareholders holding at least one-third of the voting
rights that may be exercised are present.
Article 18
Proxy Voting
18.1. A shareholder may appoint one other shareholder who has voting rights in the Company to act as aproxy and exercise their voting rights.
18.2. The shareholder or proxy must submit a document certifying the proxy rights to the Company for eachgeneral meeting of shareholders.
Chapter 4

Directors and Board of Directors

Article 19
Number of Directors
19.1. The number of directors of the Company (excluding directors who are members of the Audit &Supervisory Committee[“Audit & Supervisory Committee Members”]) shall be no more than 12.
19.2. The number of Audit & Supervisory Committee Members of the Company shall be no more than five.
Article 20
Appointment of Directors
20.1. Directors are appointed at a general meeting of shareholders by distinguishing between Audit &Supervisory Committee Members and other directors. Resolutions for the appointment of directors will
be adopted through a majority of the votes of the attending shareholders holding not less than one-thirdof the voting rights of shareholders entitled to exercise their voting rights.
20.2. Resolutions to elect directors will not be effected by cumulative vote.

29Article 21
Term of Office of Directors
21.1. The term of office of a director of the Company other than an Audit & Supervisory Committee Member
shall expire at the close of the ordinary general meeting of shareholders held with respect to the lastbusiness year ending within one year of the director’s appointment.
21.2. The term of office of an Audit & Supervisory Committee Member shall expire at the close of theordinary general meeting of shareholders held with respect to the last business year ending within two
years of the Audit & Supervisory Committee Member’s appointment.
21.3. When an Audit & Supervisory Committee Member is appointed to fill a vacancy left by an Audit &Supervisory Committee Member who resigned before the expiration of the term of office, the term ofoffice of the Audit & Supervisory Committee Member appointed to fill the vacancy shall be until the
expiration of the term of office of the Audit & Supervisory Committee Member who resigned.
21.4. When a resolution relating to the preliminary election to fill the vacancy for an Audit & Supervisory
Committee Member is made, the resolution shall be effective until the start of the ordinary general
meeting of shareholders held with respect to the last business year ending within two years after theelection.
Article 22
Representative Director and Executive Directors
22.1. The board of directors selects a representative director from among the directors (excluding Audit &Supervisory Committee Members) by its resolution.
22.2. The board of directors may elect one chairperson, one president and one deputy president, and a certain
number of senior managing directors and managing directors from among the directors (excluding
Audit & Supervisory Committee Members) by its resolution.
Article 23
Remuneration, etc., for Directors
Remuneration, bonuses, and other economic benefits (“Remuneration, etc.”) that directors receive from theCompany as consideration for the performance of duties are determined by a resolution of the general meetingof shareholders, distinguishing between Audit & Supervisory Committee Members and other directors.
Article 24
Agreements with Outside Directors to Limit Liability
Pursuant to the provisions of Article 427.1 of the Companies Act, the Company may execute agreements withdirectors (excluding Executive Directors, etc.) that limit the liability to compensate for damage due to a failure
to perform duties; provided, however, that the maximum amount of liability under such agreement is theminimum liability amount stipulated by law.
Article 25
Convocation of Board of Directors
25.1. The chairperson will convene and chair the meeting of the board of directors unless otherwise provided
for in laws and regulations. If the chairperson suffers an accident or the position is vacant, the president
shall convene and chair the meeting of the board of directors. If the president suffers an accident or the
position is vacant, another director shall convene and chair the meeting in accordance with the order
stipulated in advance by a resolution of the board of directors.
25.2. Notice to convene the meeting of the board of directors will be sent to each director at least three days
prior to the meeting; provided, however, that this period may be reduced in cases that require urgency.
25.3. Board of directors meetings may be held without adhering to the convocation procedure with theagreement of all directors.

30

Article 26
Resolutions of the Board of Directors
26.1. Resolutions of the board of directors will be passed by a majority of the directors present at a meetingthat is attended by a majority of the directors who may participate in the resolution, unless otherwise
provided for in laws and regulations.
26.2. When the Company meets the requirements of Article 370 of the Companies Act, resolutions shall bedeemed to have been passed by the board of directors.
Article 27
Delegation of Business Execution Decisions to Directors
Pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies Act, the Company may delegate
all or part of important business execution decisions (excluding matters listed in Item 5 of the same Article) to
directors by resolution of the board of directors.
Article 28
Board of Directors Regulations
Matters relating to the board of directors will be governed by Board of Directors Regulations that are
separately established by the board of directors, in addition to laws and regulations and these Articles ofIncorporation.
Chapter 5

Audit & Supervisory Committee

Article 29
Full-time Audit & Supervisory Committee Members
The Audit & Supervisory Committee may select full-time Audit & Supervisory Committee Members fromamong the Audit & Supervisory Committee Members by its resolution.
Article 30
Convocation of the Audit & Supervisory Committee
30.1. Notice to convene the Audit & Supervisory Committee will be sent to each member no later than threedays before the day of the meeting; provided, however, that this period may be reduced in cases that
require urgency.
30.2. Audit & Supervisory Committee meetings may be held without adhering to the convocation procedure
with the agreement of all Audit & Supervisory Committee Members.
Article 31
Resolutions of the Audit & Supervisory Committee
Resolutions of the Audit & Supervisory Committee will be passed by a majority of the Audit & Supervisory
Committee Members present at a meeting that is attended by a majority of the Audit & Supervisory
Committee Members who may participate in the resolution, unless otherwise provided for in laws andregulations.
Article 32
Audit & Supervisory Committee Regulations
Matters relating to the Audit & Supervisory Committee will be governed by the Audit & Supervisory
Committee Regulations that are separately established by the Audit & Supervisory Committee, in addition tolaw and regulation and these Articles of Incorporation.

31

Chapter 6

Accounting Auditor

Article 33
Appointment of Accounting Auditor
The accounting auditor will be appointed by a resolution of the general meeting of shareholders.
Article 34
Term of Office of Accounting Auditor
34.1. The term of office of the accounting auditor shall expire at the close of the ordinary general meeting ofshareholders held with respect to the last business year ending within one year of the accounting
auditor’s appointment.
34.2. If there has been no resolution to the contrary at the ordinary general meeting of shareholders referred
to in the previous paragraph, the accounting auditor shall be deemed to have been re-appointed at suchordinary general meeting of shareholders.
Article 35
Remuneration, etc., for Accounting Auditor
The Remuneration, etc., for the accounting auditor will be determined by the representative director with theconsent of the Audit & Supervisory Committee.
Section 7

Calculations

Article 36
Fiscal YearThe fiscal year of the company is one year from April 1 each year to March 31 the following year.
Article 37
Organ with Authority to Determine Dividends of Surplus, etc.
Unless otherwise provided for in laws and regulations, the Company may determine the matters listed in each
item of Article 459.1 of the Companies Act by a resolution of the board of directors.
Article 38
Surplus Distribution Record Date
38.1 The Company’s record date for year-end distributions is March 31st each year.
38.2. The Company’s record date for interim distributions is September 30th each year.
38.3. The Company may determine a record date other than those in the two preceding paragraphs anddistribute surpluses.
Article 39
Distribution Exclusion Period
If the assets for distribution are monetary, the company is released from its obligation to make such payment
of distributions that have not been received after the lapse of five full years from the payment commencement
date.

32

Supplementary Provisions
Article 1
Initial Fiscal Year
Notwithstanding the provisions of Article 36, the first business year of the Company shall be from the date ofestablishment of the Company to March 31, 2022.
Article 2
Initial Remuneration, etc., for Directors
2.1 Notwithstanding the provisions of Article 23, the total amount of Remuneration, etc., for directors(excluding Audit & Supervisory Committee Members) from the date of establishment of the Company
to the conclusion of the first ordinary general meeting of shareholders shall be no more than 330 million
yen per year.
2.2. Notwithstanding the provisions of Article 23, the total amount of Remuneration, etc., for Audit &Supervisory Committee Members from the date of establishment of the Company to the conclusion of
the first ordinary general meeting of shareholders shall be no more than 80 million yen per year.
2.3. Notwithstanding the provisions of Article 23 and Paragraph 1 of this Article, of the Remuneration, etc.,
of directors (excluding Audit & Supervisory Committee Members; the same applies hereinafter in thisParagraph) from the date of establishment of the Company to the conclusion of the first ordinary
general meeting of shareholders, the amount of Remuneration, etc., related to stock acquisition rights tobe allocated as share remuneration-type stock options shall be no more than 80 million yen per year,
and the details of the stock acquisition rights shall be as follows.
(1) Total number of stock acquisition rights
The total number of stock acquisition rights to be allocated from the date of establishment of theCompany to the conclusion of the first ordinary general meeting of shareholders shall have amaximum limit of 4,000.
(2) Class and quantity of shares underlying the stock acquisition rights
The type of shares for which the stock acquisition rights are intended shall be the common stockof the Company, and the number of shares for the purpose of each stock acquisition right (the“Number of Shares Granted”) shall be 10.
If it is appropriate for the Company to change the Number of Shares Granted due to a merger,
company split, allotment of shares without contribution, share split, or consolidation of shares,
etc., the Company shall make the adjustments deemed necessary.
(3) Paid-in amount of the stock acquisition rights
The paid-in amount of the stock acquisition rights shall be the fair appraisal value of the stock
options calculated by the Black-Scholes model on the date the stock acquisition rights are granted.
Instead of paying the pay-in amount, the person to whom the stock acquisition right is granted(“Stock Acquisition Right Holder”) shall set off with compensation receivable from the Company
and shall not be required to make a monetary payment.
(4) Value of assets contributed upon exercise of stock acquisition rights
The value of assets contributed upon the exercise of a stock acquisition right shall be one yen per
share that can be delivered by exercising the stock acquisition right, multiplied by the Number of
Shares Granted.
(5) Period during which stock acquisition rights can be exercised
Stock acquisition rights can be exercised within 30 years from the day following the date thestock acquisition right is granted; provided, however, if the last day of the exercise period falls ona holiday of the Company, the preceding business day shall be the last day.

33

(6)

(7)

(8)

(9)

Main conditions for stock acquisition rights(a) The Stock Acquisition Right Holder may only exercise stock acquisition rights in a lumpsum within 10 days from the day following the day of losing a position as either the
director or executive officer of the Company or the director or executive officer of The
Juroku Bank, Ltd. (If the 10th day falls on a holiday, by the following business day.)(b) If the Stock Acquisition Right Holder dies, the heir of the Stock Acquisition Right Holder
may exercise the stock acquisition right only up to the day when one year has passed fromthe day following the day when the decedent died.
Restrictions on acquisition of stock acquisition rights by transfer
The approval of the company’s board of directors is required to acquire stock acquisition rights
by transfer.
Provisions for acquisition of stock acquisition rights(a) If stock acquisition rights become unable to be exercised due to the provisions of (6) aboveor the stock acquisition right allotment agreement before the Stock Acquisition Right
Holder exercises the stock acquisition rights, the Company may acquire the stockacquisition rights free of charge.
(b) If any of the following proposals (i), (ii), (iii), (iv) or (v) is approved at a general meetingof shareholders of the Company (or, if a resolution of the general meeting of shareholders
is not required, the proposal is approved by the board of directors of the Company) the
Company may acquire stock acquisition rights free of charge on the date separately
determined by the board of directors of the Company.
(i)
Proposal for approval of a merger agreement in which the Company becomes anabsorbed company;(ii) Proposal for approval of a company split agreement or split plan in which theCompany becomes a split company;(iii) Proposal for approval of share exchange agreement or share transfer plan in which
the Company becomes a wholly-owned subsidiary;(iv) Proposal for approval of amendment of the Articles of Incorporation which
stipulates that the approval of the Company is required for the acquisition of sharesby transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides
that approval of the Company is required for the acquisition by transfer of the classof shares that is the object of the stock acquisition rights as the content of that classof shares, or that the Company will acquire all of the shares of this type by aresolution of a general meeting of shareholders.
Other details of stock acquisition rights
Other details regarding stock acquisition rights shall be determined by the board of directors,
which determines the guidelines for offering stock acquisition rights.

Article 3
Deletion of These Supplementary Provisions
These Supplementary Provisions shall be deleted at the close of the first ordinary general meeting ofshareholders after the establishment of the Company.

34

3.

Outline of the Matters Listed in Each Item of Article 206 of the Ordinance for Enforcement of theCompanies Act(1) Matters concerning the appropriateness of the provisions regarding consideration for share transfer(a) Matters concerning the total number for consideration and allocation(i)
Share transfer ratio
All shareholders of the Bank immediately before the timing of the acquisition by theHolding Company of all issued shares of the Bank under the Share Transfer will receive anallotment of one share of the common stock of the Holding Company per share of common
stock of the Bank that they hold.
(ii) Basis for calculation of the share transfer ratio
The Share Transfer is a sole share transfer to establish a sole parent company of the Bank,and there is no change in the shareholding structure of the Bank or the Holding Company atthe time of the Share Transfer; therefore, with the principal concern that no disadvantage be
incurred by the shareholders of the Bank, each shareholder will receive an allotment of one
share of the common stock of the Holding Company per share of the common stock of the
Bank that they hold.
(iii) Results, method, and basis of a calculation by third-party organization
As stated in (ii) above, the Share Transfer is a sole share transfer by the Bank, and therefore
no calculation of the share transfer ratio has been conducted by a third-party organization. In
addition, the above share transfer ratio basically involves no change in the value of theshares and is judged to be appropriate.
(iv) Number of new shares to be delivered through the Share Transfer (subject to change)
37,924,134 shares of common stock
However, if there is a change in the total number of issued shares of the Bank prior to the
Share Transfer taking effect, there will also be a change in the above number of new shares
to be delivered by the Holding Company. For each treasury share held by the Bank as of theeffective date of the Share Transfer, the same number of shares of the common stock of theHolding Company will be allotted. As a result, the Bank will temporarily hold shares ofcommon stock of the Holding Company, which it will dispose of promptly in accordancewith laws and regulations.
(b) Matters concerning the appropriateness of the amount of capital and reserves, etc.
The capital and reserves of the Holding Company established through the Share Transfer are as
follows.
Amount of capital
Amount of capital reserves
Amount of retained earnings reserves

(2)

(3)

36 billion yen
9 billion yen
0 yen

The above capital and reserves are set within the scope of the law and are judged to be appropriate
in light of the purpose and scale of the Holding Company and the capital policy and the like after
establishment.
Matters concerning the appropriateness of the provisions relating to stock acquisition rights issued upon
the transfer of shares
In the Share Transfer, since the content of the stock acquisition rights of the Holding Company to bedelivered to the Stock Acquisition Right Holders of the Bank in exchange for the stock acquisition rights
they hold is equivalent to the stock acquisition rights of the Bank, and one Holding Company commonshare will be allotted for each Bank common share, allocating to Stock Acquisition Right Holders of the
Bank one stock acquisition right of the Holding Company for each stock acquisition right of the Bank
they hold is judged to be appropriate.
Matters concerning a wholly owned subsidiaries established by transfer of shares
At present, there has been no significant disposal of assets, significant debt burden, or any other eventthat has a significant impact on the status of company assets after the last day of the Bank’s most recent
business year.
35

4.

Matters concerning persons who will be directors of the Holding Company (excluding Audit &Supervisory Committee Members)
The persons who will be directors of the Holding Company (excluding Audit & Supervisory Committee
Members) are as follows.

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Yukio Murase[Biography, position and responsibility at the Bank]
April 1979
Joined the Bank
June 1993
General manager, Hong Kong
Branch, the Bank
February 1994
General manager, Nagoya Ekimae
Branch, the Bank
April 1998
General manager, Human
Resources Division, the Bank
June 2004
Managing director, the Bank
June 2009
Senior managing director, theBank
September 2013 President and CEO, the Bank
(current position)(Representative Director)(December 23, 1956)

Number ofshares of the
Bank held

Number of sharesof the Holding
Company to be
allotted[Significant concurrent positions]
Chairman, The Gifu Chamber of Commerce andIndustry[Reason for nomination as candidate for director]
Mr. Yukio Murase has served as an officer incharge of the Bank’s Corporate Planning Division,
Business
SupportDivision,
Corporate
11,800 shares
Administration Division, Operational Audit
Division and so forth, and has thorough knowledgeof overall bank operations.
In addition, he has served as president of the Bankfor seven years, is familiar with the Group’sbusiness, and has the requisite qualities andbackground to carry out the Group’s business
management accurately, fairly, and efficiently.
He is proposed as candidate for director based on
the determination that he will be able to utilize hisabundant work experience and wide range ofknowledge and contribute to strengthening theeffectiveness of the decision-making function andsupervisory function of the Holding Company’sboard of directors in order to achieve sustainablegrowth of the Group and increase value over the
medium and long term.
[Special relationships]
There are no special relationships between Mr.
Yukio Murase and the Bank, and there are no plans
for any special relationship with the Holding
Company.

36

11,800 shares

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Naoki Ikeda[Biography, position and responsibility at the Bank]
April 1980
Joined the Bank
April 2005
General manager, Takayama
Branch, the Bank
June 2008
Director and general manager,
Nagoya Branch, the Bank
April 2012
Director and general manager,
Nagoya Main Office, the Bank
June 2013
Managing director and generalmanager, Operations
Administration Division, the Bank
September 2013 Managing director, the Bank
June 2014
Deputy president, the Bank
(current position)(Representative director)(April 4, 1957)

Number ofshares of the
Bank held[Reason for nomination as candidate for director]
Mr. Naoki Ikeda has served as an officer in chargeof the Bank's Corporate Planning Division,Operations Administration Division, Enterprise
Support Division, Corporate Administration
Division and so forth, and has thorough knowledge 4,500 sharesof overall bank operations.
In addition, he has served as deputy president of the
Bank for seven years, is familiar with the Group’sbusiness, and has the requisite qualities andbackground to carry out the Group’s business
management accurately, fairly, and efficiently.
He is proposed as candidate for director based on
the determination that he will be able to utilize hisabundant work experience and wide range ofknowledge and contribute to strengthening theeffectiveness of the decision-making function andsupervisory function of the Holding Company’sboard of directors in order to achieve sustainablegrowth of the Group and increase value over the
medium and long term.
[Special relationships]
There are no special relationships between Mr.
Naoki Ikeda and the Bank, and there are no plans
for any special relationship with the Holding
Company.

37

Number of sharesof the Holding
Company to be
allotted

4,500 shares

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Akihide Ishiguro[Biography, position and responsibility at the Bank]
April 1987
Joined the Bank
June 2009
General manager, Tokai Branch,
the Bank
October 2011
Manager, Human Resources
Division, the Bank
April 2014
Deputy general manager, Human
Resources Division, the Bank
June 2016
General manager, Corporate
Administration Division, the Bank
June 2017
Executive officer and generalmanager, Corporate
Administration Division, the Bank
June 2018
Director and executive officer andgeneral manager, Corporate
Administration Division, the Bank
June 2019
Director and executive officer andgeneral manager, Corporate
Planning Division, the Bank
June 2020
Director and managing executive
officer (current position)(September 19, 1963)

Number ofshares of the
Bank held[Reason for nomination as candidate for director]
Since assuming the position of executive officer ofthe Bank, Mr. Akihide Ishiguro has been in charge 1,211 sharesof operations related to human resources andgeneral affairs, and has also served as an officer incharge of the Corporate Planning Division, Digital
Reform Division and so forth, and has thoroughknowledge of overall bank operations. He is alsofamiliar with the Group’s business and has therequisite qualities and background to carry out theGroup’s business management accurately, fairly,
and efficiently.
He is proposed as candidate for director based on
the determination that he will be able to utilize hisabundant work experience and wide range ofknowledge and contribute to strengthening theeffectiveness of the decision-making function andsupervisory function of the Holding Company’sboard of directors in order to achieve sustainablegrowth of the Group and increase value over the
medium and long term.
[Special relationships]
There are no special relationships between Mr.
Akihide Ishiguro and the Bank, and there are noplans for any special relationship with the Holding
Company.
38

Number of sharesof the Holding
Company to be
allotted

1,211 shares

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Number ofshares of
Number of
the Holding
shares of theCompany toBank held
be allotted

Yukiyasu Shiraki [Biography, position and responsibility at the Bank](January 7, 1963) April 1985
Joined the Bank
April 2010
General manager, Hashima Branch, the Bank
March 2012
General manager, Kakamigahara Branch, theBank
June 2014
Executive officer and general manager,
Ichinomiya Branch, the Bank
June 2016
Managing executive officer and chief generalmanager, Aichi Business Division, the Bank
June 2017
Director and managing executive officer andchief general manager, Aichi Business
Division, and deputy chief general manager,
Business Integration Division, the Bank
April 2019
Director and managing executive officer andchief general manager, Business Integration
Division, the Bank
April 2021
Director and managing executive officer andchief general manager, Business Support
Division (current position)[Reason for nomination as candidate for director]
1,261 shares 1,261 shares
Since assuming the position of executive officer of the Bank,Mr. Yukiyasu Shiraki has managed a business division and thecorporate and personal business operations, and has also served
as manager of major branches and an officer in charge of theBusiness Support Division and so forth, and has thoroughknowledge of overall bank operations. He is also familiar with
the Group’s business and has the requisite qualities andbackground to carry out the Group’s business management
accurately, fairly, and efficiently.
He is proposed as candidate for director based on thedetermination that he will be able to utilize his abundant work
experience and wide range of knowledge and contribute tostrengthening the effectiveness of the decision-making function
and supervisory function of the Holding Company’s board of
directors in order to achieve sustainable growth of the Groupand increase value over the medium and long term.
[Special relationships]
There are no special relationships between Mr. Yukiyasu
Shiraki and the Bank, and there are no plans for any special
relationship with the Holding Company.

39

Name
(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Shin Mishima[Biography, position and responsibility at the Bank]
April 1987
Joined the Bank
January 2010
Manager, Risk Control Division,
the Bank
October 2015
General manager, Sohara Branch,
the BankJune 2017
General manager, Risk
Management Division, the Bank
June 2018
Executive officer and generalmanager, Risk Management
Division, and head, Anti-Money
Laundering Office, the Bank
January 2019
Executive officer and generalmanager, Risk Management
Division, the Bank
June 2019
Director and executive officer andgeneral manager, Risk
Management Division, the Bank
November 2019 Director and executive officer andgeneral manager, Operations
Administration Division, the Bank
October 2020
Director and managing executive
officer (current position)(July 20, 1964)[Reason for nomination as candidate for director]
Since assuming the position of executive officer at
the Bank, Mr. Shin Mishima has been in charge of
the Risk Management Division and Operations
Administration Division, has a wealth of experiencein branch operations, and has also served as an
officer in charge of the Risk Management Division,
Market Operations Division, and Operational Audit
Division, and has thorough knowledge of overallbank operations. He is also familiar with theGroup’s business and has the requisite qualities andbackground to carry out the Group’s business
management accurately, fairly, and efficiently.
He is proposed as candidate for director based on
the determination that he will be able to utilize hisabundant work experience and wide range ofknowledge and contribute to strengthening theeffectiveness of the decision-making function andsupervisory function of the Holding Company’sboard of directors in order to achieve sustainablegrowth of the Group and increase value over the
medium and long term.
[Special relationships]
There are no special relationships between Mr. ShinMishima and the Bank, and there are no plans forany special relationship with the Holding Company.
40

Number ofshares of the
Bank held

Number of sharesof the Holding
Company to be
allotted

877 shares

877 shares

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Hiroyuki Ota[Biography, position and responsibility at the Bank]
April 1983
Joined the Bank
June 2009
General manager, Corporate Business
Division
June 2010
Director and corporate secretary, theBank
June 2013
Director and general manager, Toyota
Branch, the Bank
April 2014
Director and general manager,
Business Planning Division, the Bank
June 2014
Managing director and generalmanager, Business Planning Division,
the BankJune 2016
Director and managing executive
officer, the Bank
December 2018 Director and senior managing
executive officer, the Bank
June 2019
Juroku Tokai Tokyo Securities Co.,
Ltd. president and representative
director (current position)(April 3, 1960)

Number ofshares of the
Bank held[Reason for nomination as candidate for director]
Since assuming the position of director at the Bank,
Mr. Hiroyuki Ota has been in charge of business
9,080 sharessupport operations and has abundant experience incorporate and international business, and after working
as an officer in charge of the Corporate Planning
Division, Operations Administration Division, and soforth is currently serving as representative director andpresident of Juroku Tokai Tokyo Securities Co., Ltd.
since 2019. He is familiar with the Group’s business,and has the requisite qualities and background to carryout the Group’s business management accurately,
fairly, and efficiently.
He is proposed as candidate for director based on thedetermination that he will be able to utilize hisabundant work experience and wide range ofknowledge and contribute to strengthening theeffectiveness of the decision-making function andsupervisory function of the Holding Company’s boardof directors in order to achieve sustainable growth of
the Group and increase value over the medium andlong term.
[Special relationships]
There are no special relationships between Mr.
Hiroyuki Ota and the Bank, and there are no plans forany special relationship with the Holding Company.

41

Number of sharesof the Holding
Company to be
allotted

9,080 shares

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)Kikuo Asano[Biography, position and responsibility at the Bank]
April 1982
Joined Meiji Life Insurance Company
April 2005
General manager, Profit Management &Actuarial Department, Meiji Yasuda
Life Insurance Company (hereinafter“Meiji Yasuda Life Insurance”)
April 2012
Executive officer and general manager,
Profit Management & Actuarial
Department, Meiji Yasuda Life
Insurance
April 2013
Executive officer, Meiji Yasuda Life
Insurance
July 2013
Managing executive officer, Meiji
Yasuda Life Insurance
April 2015
Senior managing executive officer,
Meiji Yasuda Life Insurance
April 2017
President and representative director,
Meiji Yasuda Real Estate Management
Company Limited (current position)
June 2019
Director, the Bank (current position)(February 13, 1959)

Number ofshares of the
Bank held

Number ofshares of theHoldingCompany to be
allotted

0 shares0 shares[Significant concurrent positions]
President and representative director, Meiji Yasuda Real
Estate Management Company Limited[Reason for nomination as candidate for outside director,
expected role, etc.]
After serving as senior managing executive officer of
Meiji Yasuda Life Insurance, he has been involved inmanagement as president and representative director of
Meiji Yasuda Real Estate Management Company
Limited since 2017, and has a wealth of experience andextensive insight in the financial field.
He has been an outside director of the Bank since 2019,and is proposed as a candidate for outside director basedon the determination that he will be able to continue toutilize his abundant business experience and wideranging knowledge to contribute to further ensuringtransparency and fairness of decision-making at theHolding Company's board of directors from an objective
standpoint independent of management and further
strengthening the supervisory function in order to achievesustainable growth of the Group and increase value overthe medium to long term.
[Special relationships]
There are no special relationships between Mr. Kikuo
Asano and the Bank, and there are no plans for any
special relationship with the Holding Company.

42

Name
(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Satoko Ito(July 3, 1967)[Biography, position and responsibility at the Bank]
October 1989
Started activities as ananchorperson for news andinformation programs
April 2010
Visiting professor, Graduate
Institute for Entrepreneurial
Studies (current position)
April 2015
Part-time lecturer, Niigata
University (current position)
June 2020
Director, the Bank (current
position)

Number ofshares of the
Bank held

Number of sharesof the Holding
Company to be
allotted

0 shares0 shares[Significant concurrent positions]
Outside director, Sekisui Jushi Corporation
Outside auditor, Mitani Sangyo Co., Ltd.
[Reason for nomination as candidate for outside
director, expected role, etc.]
As a news and information anchorperson anduniversity professor, she has a wealth of experienceand extensive insight in fields such as theenvironment, energy, and regional revitalization.
Although she has not been involved in company
management in the past other than as an outside
director or corporate auditor, she has been an
outside director of the Bank since 2020, and is
proposed as candidate for outside director based on
the determination that she will be able to continue
to utilize her abundant business experience andwide-ranging knowledge to contribute to further
ensuring transparency and fairness of decisionmaking at the Holding Company's board of
directors from an objective standpoint independentof management and further strengthening thesupervisory function in order to achieve sustainablegrowth of the Group and increase value over the
medium to long term.
[Special relationships]
There are no special relationships between Ms.
Satoko Ito and the Bank, and there are no plans forany special relationship with the Holding Company.

43

Notes: 1.

The number of shares of the Bank held is stated based on the ownership status as of March 31,
2021, and the number of shares of the Holding Company to be allotted is stated based on thisownership status, taking into account the share transfer ratio. Therefore, the number of shares ofthe Holding Company actually allocated may change depending on the ownership status up until
just before the establishment date of the Holding Company.
2. Mr. Kikuo Asano and Ms. Satoko Ito are candidates for outside director of the Holding Company.
In addition, they are also candidates for independent officers pursuant to the provisions of theTokyo Stock Exchange and the Nagoya Stock Exchange, and if they are appointed, theexchanges will be notified thereof.
3. The number of years since the candidates for outside director of the Holding Company wereappointed as outside director of the Bank are as follows.
(1) Mr. Kikuo Asano is currently an outside director of the Bank, and upon the conclusion of thisgeneral meeting of shareholders will have served as an outside director of the Bank for two
years.
(2) Ms. Satoko Ito is currently an outside director of the Bank, and upon the conclusion of thisgeneral meeting of shareholders will have served as an outside director of the Bank for oneyear.
4. If this proposal is approved and passed, the Holding Company intends to execute agreementswith Mr. Kikuo Asano and Ms. Satoko Ito based on Article 427.1 of the Companies Act to limit
the liability for damages under Article 423.1 of the Act, and the maximum amount of liability fordamages based on the agreements will be the minimum amount of liability stipulated by law.
5. If this proposal is approved and passed, the Holding Company will execute a company officer
liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1of the Companies Act. The insurance contract will cover damages, legal costs, etc., incurred by
the insured due to a claim for damages caused by the insured’s actions based on the position of
an officer of the company and the like, and the Holding Company will bear all the insurance
premiums of the insured. Each candidate for director (excluding Audit & Supervisory Committee
Members) who is appointed as a director and takes office will be the insured under said insurance
contract.
6. Mr. Kikuo Asano and Ms. Satoko Ito are candidates for outside director of the Bank at thisgeneral meeting of shareholders, but if they are appointed as outside directors of the Bank by
Proposal No. 2 and this Proposal No. 4 is approved and passed, they plan to resign as outside
director of the Bank on the day before the effective date of the Share Transfer Plan (scheduled for
September 30, 2021).

44

5.

Matters concerning persons who will be directors who are Audit & Supervisory Committee
Members
The persons who will be directors who are Audit & Supervisory Committee Members of the Holding
Company are as follows.

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)

Naohiko Ishikawa[Biography, position and responsibility at the Bank]
April 1986
Joined the Bank
June 2004
General manager, Tokai Branch,
the BankJune 2007
General manager, Uchidabashi
Branch, the Bank
April 2009
Office manager, Corporate
Planning Division, the Bank
June 2014
Corporate secretary, Secretariat,
the BankJune 2016
Executive officer and generalmanager, Head Office Business
Division, the Bank
June 2018
Full-time auditor, the Bank
(current position)(April 24, 1963)

Number of
Number ofshares of theshares ofHolding
the Bank
Company to beheld
allotted[Reason for nomination as candidate for director]
Mr. Naohiko Ishikawa has served as executive
officer and Head Office Business Division generalmanager as well as in core operations such as
corporate planning and secretarial operations, andhas thorough knowledge of overall bank operations.
3,647 shares
He is also familiar with the Group’s business andhas the requisite qualities and background to carryout the Group’s business management accurately,
fairly, and efficiently.
He has been a full-time auditor of the Bank since
2018, and is proposed as candidate for director and
Audit & Supervisory Committee Member based on
the determination that he will be able to continue toutilize his abundant business experience and wideranging knowledge to contribute to further ensuringtransparency and fairness of decision-making at theHolding Company's board of directors from an
objective standpoint independent of management
and further strengthening the supervisory function inorder to achieve sustainable growth of the Groupand increase value over the medium to long term.
[Special relationships]
There are no special relationships between Mr.
Naohiko Ishikawa and the Bank, and there are noplans for any special relationship with the Holding
Company.

45

3,647 shares

Name(Date of birth)

Biography, position and responsibility at the Bank
(Significant concurrent positions)Shinji Ishihara[Biography, position and responsibility at the Bank]
April 1985
Registered as an attorney-at-law
and joined Ishihara Law Office
August 2011
Managing partner, Ishihara Law
Office (current position)
April 2016
Chairman, Aichi Bar Associationand vice chairman, Japan
Federation of Bar Associations
June 2018
Auditor, the Bank (current
position)(November 3, 1954)

Number of
Number ofshares of theshares ofHolding
the Bank
Company to beheld
allotted[Significant concurrent positions]Managing partner, Ishihara Law OfficeOutside director (Audit & Supervisory Committee
Member), Otake Corporation
Outside director, Yahagi Construction Co., Ltd.
[Reason for nomination as candidate for outside
director, expected role, etc.]
As a lawyer, he has a wealth of experience andspecialized knowledge of legal affairs in general.
Although he has not been involved in company
management in the past other than as an outside
director or outside corporate auditor, he is currently
serving as the managing partner of Ishihara Law
Office since 2011 and has been an outside auditor of
the Bank since 2018, and is proposed as candidatefor outside director and Audit & Supervisory
Committee Member based on the determination that
he will be able to continue to utilize his abundantbusiness experience and wide-ranging knowledge tocontribute to further ensuring transparency andfairness of decision-making at the Holding
Company's board of directors from an objective
standpoint independent of management and further
strengthening the supervisory function in order toachieve sustainable growth of the Group andincrease value over the medium to long term.
[Special relationships]
There are no special relationships between Mr.
Shinji Ishihara and the Bank, and there are no plans
for any special relationship with the Holding
Company.

46

0 shares0 sharesName(Date of birth)Satoe Tsuge(March 9, 1968)

Biography, position and responsibility at the Bank
(Significant concurrent positions)[Biography]
April 1990

April 1995
January 1999
June 2007

Number of
Number ofshares of theshares ofHolding
the Bank
Company to beheld
allotted

Joined Tohmatsu & Co. (currently
Deloitte Touche Tohmatsu LLC)
Nagoya Office
Registered as a certified public
accountant
Representative, Tsuge CPA Office(current position)
Representative director, La Vida
Planning Co., Ltd. (current
position)[Significant concurrent positions]Representative, Tsuge CPA Office
Representative director, La Vida Planning Co., Ltd.
Outside director, Aisan Industry Co., Ltd.
Outside director (Audit & Supervisory Committee
Member), Hoshizaki Corporation[Reason for nomination as candidate for outside
director, expected role, etc.]
As a certified public accountant, she has expertise infinance and accounting. More than 20 years havepassed since she left Deloitte Touche Tohmatsu
LLC, the accounting auditor of the Bank, and she iscurrently the representative of Tsuge CPA Office,which was established in 1999, and therepresentative director of La Vida Planning Co.,
Ltd., which was established in 2007.
She is proposed as candidate for director and Audit& Supervisory Committee Member based on thedetermination that she will be able to utilize herabundant business experience and wide-ranging
knowledge to contribute to further ensuringtransparency and fairness of decision-making at theHolding Company's board of directors from an
objective standpoint independent of management
and further strengthening the supervisory function inorder to achieve sustainable growth of the Groupand increase value over the medium to long term.
[Special relationships]
There are no special relationships between Ms.
Satoe Tsuge and the Bank, and there are no plans forany special relationship with the Holding Company.

47

0 shares0 sharesNotes: 1. The number of shares of the Bank held is stated based on the ownership status as of March 31,
2021, and the number of shares of the Holding Company to be allotted is stated based on thisownership status, taking into account the share transfer ratio. Therefore, the number of shares ofthe Holding Company actually allocated may change depending on the ownership status up until
just before the establishment date of the Holding Company.
2. Mr. Shinji Ishihara and Ms. Satoe Tsuge are candidates for outside director of the Holding
Company. In addition, they are also candidates for independent officers pursuant to theprovisions of the Tokyo Stock Exchange and the Nagoya Stock Exchange, and if they areappointed, the exchanges will be notified thereof.
3. The number of years since the candidates for outside director of the Holding Company have been
appointed as outside director (or outside auditor) of the Bank are as follows.
Mr. Shinji Ishihara is currently an outside auditor of the Bank, and upon the conclusion of thisgeneral meeting of shareholders will have served as an outside auditor of the Bank for three years.
4. If this proposal is approved and passed, the Holding Company intends to execute agreementswith Mr. Shinji Ishihara and Ms. Satoe Tsuge based on Article 427.1 of the Companies Act tolimit the liability for damages under Article 423.1 of the Act, and the maximum amount ofliability for damages based on the agreements will be the minimum amount of liability stipulated
by law.
5. If this proposal is approved and passed, the Holding Company will execute a company officer
liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1of the Companies Act. The insurance contract will cover damages, legal costs, etc., incurred by
the insured due to a claim for damages caused by the insured’s actions based on the position of
an officer of the company and the like, and the Holding Company will bear all the insurance
premiums of the insured. Each candidate for director who is an Audit & Supervisory Committee
Member who is appointed as a director and takes office will be the insured under said insurance
contract.
6. Mr. Naohiko Ishikawa is currently an auditor of the Bank and Mr. Shinji Ishihara is currently an
outside auditor of the Bank, but if this proposal is approved and passed, they plan to resign asauditor and outside auditor of the Bank on the day before the effective date of the Share Transfer
Plan (scheduled for September 30, 2021).

48

6.

Matters concerning the person who will be substitute director and Audit & Supervisory
Committee Member
The person who will be substitute director and Audit & Supervisory Committee Member of the Holding
Company is as follows.

Name(Date of birth)

Akitsuyu Ogawa(July 3, 1971)

Biography, position and responsibility at the Bank
(Significant concurrent positions)[Biography]
April 2000

October 2005
October 2008
April 2009
May 2013
April 2019

Number of
Number ofshares of theshares ofHolding
the Bank
Company to beheld
allotted

Registered as attorney at law (Saitama
Prefecture)
JoinedShimizu Sogo Law Office
Registered as attorney at law (Aichi
Prefecture)
Registered as patent attorney
Joined Keimei Law Office (partner)
Sakura Godo/Sakura International
Patent Law Firm (partner)
President, Akitsuyu International andPatent Law Office (current position)[Significant concurrent positions]
President, Akitsuyu International and Patent Law Office
Associate professor (Business Law), Business School,
Nagoya University of Commerce & Business[Reason for nomination as candidate for substitute outside
director, expected role, etc.]
He has abundant experience as a lawyer and patent
attorney and specialized knowledge on general legal
affairs and general intellectual property.
Although he has no past experience being directly
involved in the management of a company, he is
proposed as candidate for substitute outside director and
Audit & Supervisory Committee Member based on thedetermination that he will be able to utilize his abundant
experience and wide-ranging knowledge to contribute tofurther ensuring transparency and fairness of audits
regarding the legality of the execution of duties by theHolding Company's board of directors from an objective
standpoint independent of management and further
strengthening the supervisory function in order to achievesustainable growth of the Group and increase value overthe medium to long term.
[Special relationships]
There are no special relationships between Mr. Akitsuyu
Ogawa and the Bank, and there are no plans for any
special relationship with the Holding Company.

49

0 shares0 sharesNotes: 1.

The number of shares of the Bank held is stated based on the ownership status as of March 31,
2021, and the number of shares of the Holding Company to be allotted is stated based on thisownership status, taking into account the share transfer ratio. Therefore, the number of shares ofthe Holding Company actually allocated may change depending on the ownership status up until
just before the establishment date of the Holding Company.
2. Mr. Akitsuyu Ogawa is a candidate for substitute outside director of the Holding Company. In
addition, he is also a candidate for independent officer pursuant to the provisions of the Tokyo
Stock Exchange and the Nagoya Stock Exchange, and if he is appointed, the exchanges will be
notified thereof.
3. If this proposal is approved and passed and Mr. Akitsuyu Ogawa is appointed as outside directorof the Holding Company, the Holding Company intends to execute an agreement with Mr.
Akitsuyu Ogawa based on Article 427.1 of the Companies Act to limit the liability for damages
under Article 423.1 of the Act, and the maximum amount of liability for damages based on theagreement will be the minimum amount of liability stipulated by law.
4. If this proposal is approved and passed and Mr. Akitsuyu Ogawa is appointed as outside directorof the Holding Company, the Holding Company will execute a company officer liability
insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of theCompanies Act with Mr. Akitsuyu Ogawa as the insured. The insurance contract will coverdamages, legal costs, etc., incurred by the insured due to a claim for damages caused by the
insured’s actions based on the position of an officer of the company and the like, and the Holding
Company will bear all the insurance premiums of the insured.

50

7.

Matters concerning the entity that will be the accounting auditor of the Holding Company
The entity that will be the accounting auditor of the Holding Company is as follows.
Name

Location of main office

Deloitte Touche Tohmatsu LLC
2-3 Marunouchi 3-chome, Chiyoda-ku, Tokyo
Marunouchi Nijubashi Building
May 1968
May 1975

History

Companies audited
Stated capital

February 1990
July 2009

Established as Tohmatsu Awoki & Co.
Joined Touche Ross International Alliance (now Deloitte
Touche Tohmatsu Limited)
Renamed as Tohmatsu & Co.
Tohmatsu & Co. reorganized as a Limited Liability Audit
Corporation and renamed as Deloitte Touche Tohmatsu LLC

3,296 (as of end-May 2020)
1,077 million yen (as of end-February 2021)
6,851 (as of end-August 2020)
Partners (CPAs)

510

Specified partners

56

Staff CPAs

2,757

Certified accountant exam passers, etc. (including
Employees

1,133

assistant accountants)
Other specialists

2,238

Clerical

157
Total

6,851

Note: Deloitte Touche Tohmatsu LLC was selected as a candidate for accounting auditor of the Holding
Company because it was judged to be suitable as a result of a comprehensive consideration of its
ability to perform its duties due to its size, experience, and so forth, as well as its independence andinternal control system.

51

Attached Do cuments

Business Report

For the 246th Fiscal Year

Juroku Bank Initiatives▌15th Medium-Term Management Plan
In April 2020, the Bank commenced the 15th Medium-Term Management Plan, entitled “Engagement to
the Future.” In fiscal year 2020, the first period of the plan, we achieved the numerical target of both Net
income (consolidated) and Adjusted OHR (non-consolidated) for fiscal year 2022, the last period of theplan.

▌15th MediumTerm Management

Juroku Bank

Long-term vision
To be a comprehensive financial group that creates
the future of the region together and achieves
sustainable growth together

Engagement to
the Future

VisionCustomers

Localcommunity

Officers/
employees

Shareholders
and investors

Operation process/channel reform

Let’s sayresources/
3 reforms Humanorganization reform Restructuring of business
process Construction of optimal
channels
Business reform

Let’s thinkLet’s listen

Supporting the success ofeach employee
Advance Groupmanagement structure Implementation of in-depth consulting Execution of responsibilities towards
sustainable development in the region

Let’s act

Engagement cycle▌Numericaltargets

FY2022(target)

Performance of2019

Performance of2020▌Long-term targets

Net income(consolidated)¥12.0 billion¥12.8
billion¥14.7
billionROE(consolidated)

65.38%

Capital adequacy
ratio(consolidated)

Adjusted OHR(nonconsolidated)

Around 67%

67.18%

52

Performance of2019

Performance of
2020

5% or more

3.65%

3.98%

10% or more

9.27%

9.93%

Business Report

Response to the COVID-19 Pandemic▌Engagement with customers and the region
Amid the outbreak of COVID-19, the Group has made ensuring the health and safety of our customers
and our officers and employees the top priority, and we have implemented a variety of plans and makeevery effort for the region and our customers more than ever.
We have provided prompt support to customers impacted or damaged by COVID-19 mainly in terms ofengagement in financing.
In addition, we set up an “Ask Anything Consultation Service,” accessible even during Golden Week,
and responded to various inquiries from local businesses and people who have taken out loans, regardless ofwhether there are any transactions to be made.
(The status of support or financing)
The number of transactions ofloans related to the COVID-19
The amount of the loans related to
the COVID-19(the above which the amount ofinteres free laons)
The number of transactions which
the terms was changed due to the
COVID-19 (mogages)
The amount of loans, the terms ofwhich was changed due to the
COVID-19 (mogages)

11,491¥300.6 billion¥181.7 billion
316¥4.4 billion(as of the end of 2021)

We supported the Citrus Ribbon Project, which aims to eliminate discrimination and prejudice out of
COVID-19, and life with smiles.
In addition, in order to resolve mask shortages at medical institutions, we donated 12,000 surgical masks
stocked in the Bank Group Company to Gifu Hospital Association.

12,000 medical masks donated to the Gifu Hospital Association

Supporting the Citrus Ribbon Project253

Leveraging our collective strengths on a Group basis▌Cooperation with " The Juroku Tokai Tokyo Securities Co., Ltd."The Juroku Tokai Tokyo Securities Co., Ltd.’s balance of customer assets under at the end of March
2021 increased by ¥76.3 billion from the commencement of operations in June 2019 to ¥170 billion.
We will continue to make effort to provide high-quality financial products and services that meetcustomer needs through cooperation between the banking and securities businesses.

▌Establishment of NOBUNAGA Capital Village Co., Ltd.
On April 1, 2021, NOBUNAGA Capital Village Co., Ltd., a wholly-owned subsidiary of the Bank, wasestablished as a company specializing in investment, and commenced its operations.
Through investments in corporate venture capital, which invests in startups which will brings synergies
with regional economies and financial, and regional venture capital, which invests in "future leaders in theregion", we will support the next generation of people and companies, and contribute to the creation of asustainable society by creating new businesses in the region.

54

Business Report

Initiatives toward Sustainable Development Goals (SDGs)▌Aiming to achieve a sustainable society together
Under the "Juroku Bank Group SDGs Declaration" established in February 2020, the Group is working
to promote SDGs, contributing to the creation of the future of the region and working together to realize asustainable society together.
In July 2020, We have introduced a community support vehicle and emergency disaster countermeasurevehicles so that we can provide financial services to the extent possible in the event of a disaster. We aremaking efforts to meet our responsibilities as part of a local social infrastructure..
In November 2020, we held the “SDGs Festival in Nagoya Marunouchi” in collaboration with partners
such as Tokio Marine & Nichido Fire Insurance Co., Ltd. to foster the momentum of SDGs in the region.

4

55

Matters Concerning the Current Status of the Bank
❶ Progress and results of the business, etc.
a. Main businesses
As the core company of a comprehensive financial group with Gifu and Aichi prefectures as its main
business base, the Bank is engaged in the deposit business, lending business, securities investment business,domestic and foreign exchange business, and so forth. In addition to over-the-counter sales of investment
trusts and insurance and financial product brokerage, we are also actively engaged in solution operations
centered on business matching, business succession and M&A, and overseas expansion to meet theincreasingly diverse needs of our customers.
b.

Financial and economic environment
The Japanese economy remained in a difficult situation during the current fiscal year with severe
restrictions on social and economic activities due to the impact of the COVID-19 global pandemic, but there
were some signs of recovery. In the corporate sector, capital investment was restrained due to declining
profits and uncertainty about the future of the global economy, but with the resumption of economic
activities in each country, automobile-related exports recovered and production recovered to an increasing
trend. In the household budget sector, employment and income conditions remained weak, and althoughpersonal consumption showed signs of recovery after the first state of emergency was lifted, consumptionof services fell as a result of the second and third waves of the pandemic and announcement of the second
state of emergency.
Although there have been continued movements to curb capital investment in both Gifu and Aichi
prefectures, which make up the main business base of the Bank, there were signs of resilience such asexports and production returning to an increasing trend mainly in the automobile industry. In the household
budget sector, personal consumption showed signs of recovery amid continued weakness in employment
and income conditions, but consumption of services such as lodging and dining fell with the suspension of
the “Go To Travel” campaign to stimulate tourist demand at the end of last year and announcement of thesecond state of emergency at the beginning of this year.

c.

Progress and results of the businessIn such a financial and economic environment, the Bank commenced the 15th Medium-Term
Management Plan “Engagement to the Future” in April 2020, and is engaged in the following initiatives inorder to realize the long-term vision for the 150th anniversary of our founding in 2027 of becoming a“comprehensive financial group that creates the future of the region together and achieves sustainablegrowth together.”(Response to the COVID-19 pandemic)
In response to the COVID-19 pandemic, we set up an “Ask Anything Consultation Service,” accessible
even during Golden Week, and responded to various inquiries from local businesses and people who havetaken out loans, regardless of whether there are any transactions to be made.
Each branch has also been working closely with people in the region affected by COVID-19, asking
ourselves “Is there anything we can do, right now?” Such efforts are disseminated and shared within thebank as “Engagement News,” with approximately 790 such engagements as of the end of March 2021.
556

Business Report
In February 2021, we joined in supporting the Citrus Ribbon Project, aimed at eliminating discriminationand prejudice caused by COVID-19 in communities, homes, and workplaces and promoting a life full ofsmiles, and are working to help create a compassionate society.
(Operationprocess/channel reform)
The Wallet⁺ app for smartphones, which started service in December 2019, exceeded 100,000
downloads in March 2021 at a rate significantly higher than initially expected thanks to efforts to improvecustomer convenience, such as the implementation of various features.
In August 2020 we implemented “concentrated call reception” in which business-use smartphones arelent to all employees, including short-time workers, and the call center receives calls to branches from
customers. In addition, by making efforts to reform operation through the use of digital applications, such as
installing an application that allows voice input of the content of meetings with customers on business-use
smartphones to reduce time spent creating meeting records, we are creating more time to connect withcustomers.
(Group diversification strategy)
In April 2020, Juroku Tokai Tokyo Securities Co., Ltd. opened its Head Office Business Division
Nagoya Branch as the first new business base in Aichi Prefecture. It is located within the Bank’s Nagoyabuilding on the same floor as PLAZA JUROKU Nagoya Branch, which specializes in providing consulting
services concerning asset management and succession. Together they serve as a base for cooperation
between the banking and securities businesses to respond to customers seeking consultation on asset
management.
(Enhancement of retail services)
The Juroku Will Substitute Trust “Souzoku
Anshintaku,” which the Bank started offering in
October 2019, is gradually expanding the number ofbequest donation partners, with 46 organizations asof the end of March 2021. In April 2020, in response
to customer needs in the areas of inheritance andasset succession, we started offering the Juroku
Calendar Year Gift Trust “Zouyo Rakuchintaku,”
which supports smooth asset succession during life.

657

(Providing optimal solutions for businesses)
In the areas of business succession and M&A, we
are striving to develop human resources so that all
officers and employees can acquire the knowledge
required to solve problems with management
succession, and are providing support mainly
through our Business Succession Support Office toaddress the concerns of business owners incooperation with the Successor Human Resources
Bank operated by the public consultation desk Gifu
Prefecture Business Succession Support Center.
In December 2020, in an effort to support ourcustomers’ development of new overseas businesses,
we started offering the Juroku Crossborder View which provides online consultation opportunities with theBank’s overseas staff for our customers as well as videos related to overseas business edited by the Bank’s
overseas staff.
(Initiatives toward SDGs)
Under the Juroku Bank Group SDGs Declaration announced in February 2020, the Bank aims tocontribute to the creation of the future of the region and realize a sustainable society together by promoting
SDGs throughout the Group.
With natural disasters occurring one after another in various parts of Japan in recent years, in July 2020
we introduced one community support vehicle (nicknamed “16BANK ENGAGEMENT BUS”) and two
emergency disaster countermeasure vehicles (nicknamed “16CHARGE No. 1 and 2”) to provide financial
services to the extent possible in the event of a disaster. Immediately after their introduction, they weredispatched to areas impacted by torrential rain, and we are making efforts to meet our responsibility as partof the local social infrastructure by participating in events such as disaster prevention drills.
In November 2020, we held the “SDGs Festival in Nagoya Marunouchi” in collaboration with partners
such as Tokio Marine & Nichido Fire Insurance Co., Ltd. to foster the momentum of SDGs in the region.

7

58

Business Report(Network of offices)
With regard to offices, the Sakurayama Branch was relocated to a temporary location in June 2020 due tothe reconstruction of the branch. In addition, as part of the review of the offices network, the Seihonmachi
Branch Office in November 2020, the Ikeshita Branch in December 2020, and the Softopia Japan Branch
Office in January 2021 were relocated to nearby branches in an office-within-office format. As a result, thenumber of offices at the end of the current fiscal year was 149 domestic branches, 12 branch offices, 1
ancillary business office, and 4 overseas representative offices.
There are also 16 loan service centers that provide consultation services regarding mortgages and so forth,and 239 ATMs located outside bank facilities.
The ATM network offers free mutual access with 15 financial institutions including MUFJ Bank, The
Bank of Nagoya, The Hyakugo Bank, Aichi Bank, JA Bank Gifu, and six credit unions in Gifu Prefecture.
We also have alliances with Seven Bank, E-net, Lawson Bank, AEON Bank, and Japan Post Bank.
In the first year of the 15th Medium-Term Management Plan, all officers and employees worked
diligently on these measures with the support of our shareholders and customers, and as a result, thebusiness results for the current year are as follows.
(Deposits, etc. (including CDs), loans)
As a “comprehensive financial group that creates the future of the region together and achieves
sustainable growth together,” we have endeavored to provide high-quality customer-oriented services
tailored to life events so that our customers and their families can achieve their dreams.
The balance of deposits as of March 31, 2021 increased by ¥454.1 billion year on year to ¥6,137.8 billion,
mainly due to an increase in personal and corporate deposits.
In addition, as a result of responding to the diverse needs of individual customers with a wide range of
products such as personal pension insurance and investment trusts, our balance of individual customer
assets including deposits increased by ¥315 billion to ¥4,971.6 billion.
With regard to loans, the balance increased by ¥133.1 billion year on year to ¥4,509.8 billion due to theproactively engaging in financing consultations with local customers amid the impact of COVID-19 andefforts in personal loans centered on mortgages.
(Securities)
With regard to securities, we have worked to manage appropriately under a basic policy of expanding
total profit over the medium to long term by building a portfolio that maintains a balance between risk andreturn while flexibly responding to changes in market conditions.
As a result, the balance of securities as of March 31, 2021 increased by ¥309.1 billion year on year to¥1,572.1 billion.

859

(Profit and loss)
Ordinary income increased by ¥2,394 million year on year to ¥79,066 million due to an increase in otherbusiness income.
Ordinary expenses decreased by ¥1,599 million to ¥56,565 million due to a decrease in financearrangement expenses and operating expenses.
As a result, ordinary profit increased by ¥3,992 million year on year to ¥22,500 million, and net income
increased by ¥1,373 million to ¥14,106 million.
Ordinary income for the Group on a consolidated basis increased by ¥4,486 million year on year to¥111,346 million, and consolidated ordinary expenses decreased by ¥624 million year on year to ¥86,738
million.
As a result, consolidated ordinary profit increased by ¥5,111 million year on year to ¥24,608 million, andnet income attributable to owners of the parent increased by ¥1,860 million to ¥14,722 million.
The environment for financial institutions continues to be harsh due to the spread of COVID-19 inaddition to the prolonged negative interest rate policy, but as a result of working on operations based on the
15th Medium-Term Management Plan, net income attributable to owners of the parent increased for thethird consecutive year.

960Business Reportd.

Issues for the Bank to address
With no resolution to the COVID-19 pandemic yet , the Group has made ensuring the health and safetyof our customers and our officers employees the top priority, and we will make every effort to provide to
the extent possible the financial services needed by the region and our customers more than ever.
With the recent response to COVID-19, not only our daily lives but also society as a whole is rapidly
undergoing drastic changes. Furthermore, there are concerns about a future decrease in market size due tochanges in the regional economy such as industrial structure and a decline in the number of companies due
to issues with business succession and lack of successors, in addition to the declining and aging population.
In this changing environment, in order for the Group to continue to exist in the region and grow together
with the region, we must become one with the local communities and act with the motivation and attitude to
make proactive contributions.
In April 2020, the Group commenced the 15th Medium-Term Management Plan “Engagement to the
Future.” In this plan, we uphold the long-term vision towards our 150th anniversary in 2027 to be a“comprehensive financial group that creates the future of the region together and achieves sustainablegrowth together.” To realize this vision, we will seek to shift our business model by implementing the threereforms of “business reform,” “operation process/channel reform,” and “human resources/organization
reform” while working to create common values for the future of our customers and local communities.
Furthermore, under the Juroku Bank Group SDGs Declaration established with the 15th Medium-Term
Management Plan and the SDGs Promotion Office established in April 2021, the Bank aims to contribute to
the creation of the future of the region and realize a sustainable society by promoting SDGs throughout theGroup.
In September 2020, we began deliberations on a transition to a holding company structure. In order for
the Group to carry out its responsibilities for the sustainable growth of the region, we aim to expand thescope of business by entering new businesses and so forth, strengthen group cooperation by reforming theawareness and behavior of officers and employees, and further enhance governance. We are currently
preparing for a transition in October 2021.
By shifting to a holding company structure, the Group will establish a system that can respond quickly
and flexibly to changes in the environment and realize the growth and affluence of our customers and the
local community, which is stated as our mission in the Group’s management philosophy, while improving
the corporate value of the Group to meet the expectations of all stakeholders, including customers andshareholders.
We would like to ask our shareholders for their continued support.

1061❷ Financial position and results
Deposits
Time and savings
deposits
Other
Corporate bonds
Loans
Personal
SMEs
Other
Trading securities
Securities
Government bonds
Other
Total assets
Domesticexchangetransaction volume
Foreignexchangetransaction volume
Ordinary profit
Net income
Net profit per share(Notes)1.
2.

(Unit: million yen)

FY20175,454,117

FY20185,504,225

FY20195,625,738

FY20206,089,791

2,287,897

2,161,734

2,054,563

1,977,292

3,166,219
4,233,504
1,538,107
1,725,701
969,696530
1,304,633
399,321905,311
6,039,751

3,342,491
4,332,778
1,635,242
1,672,828
1,024,708
378
1,350,520
349,3221,001,198
6,317,155

3,571,174
4,376,759
1,720,048
1,589,838
1,066,873
407
1,262,956
181,166
1,081,789
6,421,725

4,112,498
4,509,863
1,804,890
1,641,261
1,063,712
290
1,572,153
258,073
1,314,080
7,176,495

33,762,964

34,035,451

34,492,194

34,089,768(million dollars)(million dollars)(million dollars)(million dollars)

3,349
12,226
9,333

3,635
14,606
9,977

3,173
18,50812,733

2,908
22,50014,106

(yen)

(yen)

(yen)

(yen)

249.71267.08340.78377.45

Stated amounts are rounded down to the nearest unit.
As of October 1, 2017, shares were consolidated at a ratio of 1 share for every 10 shares of common stock. Net income per share is
calculated on the assumption of the reverse stock split carried out at the beginning of FY2017.

1162

Business Report(For reference) Corporate Group Financial Position and Results(Unit: million yen)

FY2017FY2018FY2019FY2020Ordinary income

104,744

104,380

106,860

111,346

Ordinary profit

13,934

16,277

19,497

24,608Net income attributableto owners of parent

9,901

10,65812,862

14,722

Total equity

361,252

370,198

366,403

403,009

Total assets

6,096,568

6,369,156

6,472,453

7,238,375(Notes)1.
2.

Stated amounts are rounded down to the nearest unit.
Part of the dividend income from insurance, which was previously included in “Other ordinary income,” has been recorded in “Fees andcommissions payments” and “Operating expenses” starting in FY2019, and is reclassified in the figures for FY2018.

1263Changes in Deposits, Loans, and Securities
Deposits

FY2017(Unit: 100 million yen)

Securities

Loans

FY2018FY2019Changes in Ordinary Profit and Net Income
Ordinary
Profit

FY2017

FY2020(Unit: million yen)

Net
IncomeFY2018FY201913

64

FY2020Business Report❸ Employee information
End of current fiscal year
Number of employees(Notes)1.
2.
3.

2,702

Average age

42 years 7 months

Average years of service

19 years 8 months

Average monthly salary¥385,000

Average age, average years of service, and average monthly salary are rounded down to the nearest unit.
Temporary and contract employees are not included in the number of employees.
Average monthly salary is the average monthly salary during March, excluding bonuses.

❹ Number of business offices, etc.
a.

Number of offices
End of current fiscal year
officesof which, branch offices

Gifu

105

Aichi

53

(1)

Mie

1

(-)

Tokyo

1

(-)

Osaka

1

(-)

Total

161

( 12 )( 11 )(Note) In addition to the above, as of the end of the current fiscal year, there is 1 ancillary business office, 4 overseas representative offices, and 239
ATMs located outside bank facilities. In addition, there are 12,213 outside ATMs in collaboration with E-net participating banks, 23,820 incollaboration with Seven Bank and affiliated banks, and 13,448 in collaboration with Lawson Bank and affiliated banks.

b.

New business offices this year
No applicable information.
(Note) In the current fiscal year, five new outside ATMs were installed. In addition, 132 outside ATMs were installed jointly with E-net participatingbanks, 928 jointly with Seven Bank and affiliated banks, and 414 jointly with Lawson Bank and affiliated banks.

c.

List of bank agents
Name
iBank marketing Co., Ltd.

Location of main office

Main business other than bank agency
business

6-27 Nishinakasu, Chuo-ku, Fukuoka City,
Fukuoka

Information processing/information
communication services

1465❺ State of capital expenditurea.

Total amount of capital expenditure(Unit: million yen)
Total amount of

b.

1,164

New installation of major facilities, etc.
No applicable information.

❻ Significant parent companies and subsidiaries, etc.
a.

Parent company
No applicable information.

b.

Subsidiaries, etc.

Name

Address

Main business

Juroku Business Service Co.,Ltd.

34 Nakatakeya-cho, Gifu City

Juroku Research Institute Co.,Ltd.

7-12 Kandamachi, Gifu City

Administrative
contract work
Investigation andresearch work
Financial
instruments
transaction
businessStatedcapitalVoting rights
ratio ofsubsidiaries,
etc. owned by
the Bank

Other

Million yen%

10100.0050

100.00

-

3,000

60.00

-

-

Juroku Tokai Tokyo
Securities Co., Ltd.

7-12 Kandamachi, Gifu City

Juroku Card Co., Ltd.

7-12 Kandamachi, Gifu City

Credit card
services

55

49.77

-

Juroku Lease Co., Ltd.

7-12 Kandamachi, Gifu City

Leasing services

102

49.81

-

Computer-related
services

245

43.03

-

58

49.83

-

Juroku Computer Service Co.,
7-12 Kandamachi, Gifu City
Ltd.
Juroku Credit Guarantee Co.,
Ltd.
(Notes)1.
2.
3.

Credit guarantee
services

7-12 Kandamachi, Gifu City

In addition to the above, NOBUNAGA Capital Village Co., Ltd.(100%-owned subsidiary) was established on April 1, 2021.
Stated capital of subsidiaries, etc. is rounded down to the nearest million yen.
Voting rights ratio of subsidiaries, etc. owned by the Bank is rounded down to the nearest hundredth of a percent.

15

66

Business Report
Overview of important business alliances
1.
2.

3.

A service known as ACS which enables automatic cash withdrawal and so forth through mutual use of ATMs is provided
by a partnership of 62 regional banks.
A service known as MICS which enables automatic cash withdrawal and so forth through mutual use of ATMs is provided
by a partnership of 62 regional banks, city banks, trust banks, member banks of the Second Regional Bank Association,
credit unions, credit associations, agricultural and fishery cooperatives (including Norinchukin Bank and Shinren), andlabor banks.
Chigin Network Service Co., Ltd. (CNS; a joint venture of 62 regional banks) provides various data transfer services suchas general transfer, fund transfer, and deposit and withdrawal transaction details between business partners through datatransmission.

❼ Business transfer, etc.
No applicable information.

❽ Other important matters regarding the current state of the Bank
No applicable information.

16

67

Matters Concerning Corporate Officers(Directors and Audit & Supervisory Board Members)❶ Corporate officer information
Name
Yukio Murase

Position and responsibilities(Representative director)

Significant concurrent positions(As of the end of FY2020)
Other

Chairman, The Gifu Chamber ofCommerce and Industry

President and CEO(Representative director)

Naoki Ikeda

Deputy president

Kimio Hirose

Director and managing executive
officer(Responsible for Secretariat and Corporate
Administration Division)(Note)3(Responsible for Enterprise Support andOperations Administration Divisions)

Director and managing executive
officer and chief general manager,
Business Integration Division
Yukiyasu Shiraki

Akihide Ishiguro

Shin Mishima

Yuji Kume

Kikuo Asano

Satoko Ito(Responsible for Business Integration,
Personal Business, Corporate Business,
Public Business, Aichi Business Divisionsand Local Public Organization: Gifu
Prefecture and Gifu City, Gifu)(Note)4

Director and managing executive
officer(Notes)3, 4(Responsible for Corporate Planning andOperational Reform Divisions)

Director and managing executive
officer(Notes)3, 4(Responsible for Risk Management,
Treasury and Investment, and Internal
Audit Divisions)Counselor, Toenec Corporation

Director(Note)1(Outside director)

Outside director, Nagoya Stock Exchange,
Inc.

Director

President and representative director, Meiji
Yasuda Real Estate Management Company (Note)1
Limited(Outside director)

Outside director, Sekisui Jushi Corporation

Director

Outside auditor, Mitani Sangyo Co., Ltd.

(Outside director)

Naohiko Ishikawa

Standing Audit & Supervisory
Board Member

Shunsuke Uchigashima

Standing Audit & Supervisory
Board Member(Note)1

Managing partner, Ishihara Law Office

Shinji Ishihara

Audit & Supervisory Board Member Outside director (Audit & Supervisory
Board Member), Otake Corporation(Outside Audit & Supervisory Board
Member)(Note)1

Outside director, Yahagi Construction Co.,Ltd.
Director and managing executive officer,
Nagoya Railroad Co., Ltd.

Takuo Yoshikawa(Notes)1.

Audit & Supervisory Board Member(Outside Audit & Supervisory Board
Member)President and CEO, Meitetsu Property Co.,
Ltd.

(Note)1, 2

President and CEO, Meitetsu Management
Service Co., Ltd.
Directors Mr. Yuji Kume, Mr. Kikuo Asano, and Ms. Satoko Ito as well as Audit & Supervisory Board Members Mr. Shinji Ishihara and
Mr. Takuo Yoshikawa have been reported to the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. as Independent
Officers.

17

68Business Report2.
3.

Audit & Supervisory Board Member Mr. Takuo Yoshikawa has considerable knowledge of finance and accounting, such as working in
finance and accounting in the finance department at Nagoya Railroad Co., Ltd.
As of October 1, 2020, the positions and responsibilities of directors have changed as follows.

Name

Position and responsibilities
New

Previous

Kimio Hirose

Director and managing executive officer(Responsible for Enterprise Support andOperations Administration Divisions)

Director and managing executive officer(Responsible for Risk Management,
Enterprise Support, Operations
Administration, and Internal Audit Divisions)

Akihide Ishiguro

Director and managing executive officer(Responsible for Corporate Planning andOperational Reform Divisions)

Director and managing executive officer(Responsible for Corporate Planning,
Operational Reform, and Treasury andInvestment Divisions)

Shin Mishima

Director and executive officer and general
Director and managing executive officer(Responsible for Risk Management, Treasury manager, Operations Administration Division
and Investment, and Internal Audit Divisions)4.

As of April 1, 2021, the responsibilities of directors changed as follows.

Name

Position and responsibilities
New

Previous

Yukiyasu Shiraki

Director and managing executive officer andchief general manager, Business Support
Division(Responsible for Business Support, Retail
Business, Solutions Business, Regional
Revitalization, Aichi Business Divisions andLocal Public Organization: Gifu Prefectureand Gifu City, Gifu)

Director and managing executive officer andchief general manager, Business Integration
Division(Responsible for Business Integration,
Personal Business, Corporate Business,
Public Business, Aichi Business Divisionsand Local Public Organization: Gifu
Prefecture and Gifu City, Gifu)

Akihide Ishiguro

Director and managing executive officer(Responsible for Corporate Planning andDigital Reform Divisions)

Director and managing executive officer(Responsible for Corporate Planning andOperational Reform Divisions)

Shin Mishima

Director and managing executive officer(Responsible for Risk Management, Market
Operations, and Operational Audit Divisions)

Director and managing executive officer(Responsible for Risk Management, Treasury
and Investment, and Internal Audit Divisions)

18

69

5.

The Bank has implemented an executive officer system. Executive officers (excluding those who also serve as directors) are as follows.

Name

Position

Responsibilities

Koichi Tokoro

Managing executive officer

General manager, Aichi Business Division anddeputy general manager, Business Integration
Division

Etsuro Ono

Managing executive officer

Deputy general manager, Business Integration
Division

Shigeki Fujii

Executive officer

General manager, Head Office Business
Division

Hiroaki Sugino

Executive officer

General manager, Ogaki Branch

Tsutomu Niimi

Executive officer

General manager, Enterprise Support Division

Hirokazu Kusui

Executive officer

General manager, Corporate Administration
Division

Eiji Kodama

Executive officer

General manager, Corporate Planning Division

Masayasu Toyoda

Executive officer

General manager, Nagoya Business Division

Fumitaka Yoshimura

Executive officer

General manager, Okazaki Branch

Daisuke Sawada

Executive officer

General manager, Operations Administration
Division

70

Business Report❷ Corporate officer remuneration, etc.
① Total amount of remuneration, etc. for directors and Audit & Supervisory Board Members(Unit: million yen)
Total amount by type of remuneration, etc.
Total amount of
remuneration, etc.

Officer category

Fixed remuneration(fixed amount of
remuneration)

Performance-linked
remuneration

Share remunerationtype stock options

Number of officers

Director(of which, outside
directors)

353
(16)

243
(16)

90
(-)

20
(-)

10
(3)

Audit & Supervisory
Board Member(of which, outside Audit& Supervisory Board
Members)

48
(9)

48
(9)

(-)

(-)

6
(3)

(Note) The above includes remuneration, etc. for one director and two Audit & Supervisory Board Members (including one outside Audit &Supervisory Board Member) who resigned at the conclusion of the 245th Ordinary General Meeting of Shareholders held on June 19, 2020.

② Matters concerning performance-linked remuneration, etc.
Performance-linked remuneration is aimed at increasing motivation to contribute to improving business performance eachyear, and is paid within the amount shown in the following table using net income as a performance indicator, separately fromfixed remuneration. Changes in net income including the current fiscal year are shown in “1. Matters Concerning the Current
Status of the Bank (2) Financial position and results.”<Performance-linked remuneration standards>
Net income level

Remuneration standard¥2 billion or less-Over ¥2 billion up to ¥4 billion¥30 million

Over ¥4 billion up to ¥6 billion¥40 million

Over ¥6 billion up to ¥8 billion¥50 million

Over ¥8 billion up to ¥10 billion¥60 million

Over ¥10 billion up to ¥12 billion¥70 million

Over ¥12 billion up to ¥14 billion¥80 million

Over ¥14 billion up to ¥16 billion¥90 million

Over ¥16 billion¥100 million71

③ Details of share remuneration-type stock options
Share remuneration-type stock options strengthen the motivation to contribute to improving medium- to long-term
performance and corporate value by allowing directors to share the benefits of rising stock prices and the risks of falling stock
prices of shares of the Bank with shareholders. Allotment is made for the purpose of further raising shareholder-focusedmanagement awareness.
The details of the share remuneration-type stock options are as follows.
Number of stock acquisition rights

1,174

Class and quantity of shares underlying thestock acquisition rights

Common shares; 11,740 shares

Value of assets contributed upon exercise ofstock acquisition rights¥1 per share

Exercise period for stock acquisition rights

From July 23, 2020 through July 22, 2050

Terms of exercising stock acquisition rights

a. The stock acquisition rights holder may only exercise stock acquisition rights all together
within 10 days from the day following the day of losing a position as either a director or
executive officer of the Bank (if the 10th day falls on a holiday, by the following businessday).
b. If the stock acquisition rights holder dies, the heir of the stock acquisition rights holder may
exercise the stock acquisition right only up to the day when one year has passed from the
day following the day when the decedent died.

Restrictions on transferring the stockacquisition rights

The approval of the Bank’s Board of Directors is required to acquire stock acquisition rights bytransfer.

Matters concerning acquisition of stockacquisition rights

a. If the stock acquisition rights cannot be exercised due to the terms of exercise and the like,the Bank may acquire the stock acquisition rights free of charge before the exercise of therights.
b. If the Bank becomes an absorbed company in a merger and the like, the Bank may acquire
the stock acquisition rights free of charge.

④ Matters concerning general meetings of shareholders resolutions regarding remuneration, etc. of
directors and Audit & Supervisory Board Members
Based on the resolution at the 238th Ordinary General Meeting of Shareholders held on June 27, 2013, remuneration for
directors shall consist of three components: (a) fixed remuneration to be paid monthly according to roles and responsibilities; (b)performance-linked remuneration to be paid according to the performance of a single fiscal year; and (c) share remunerationtype stock options to boost morale and motivation to improve corporate value over the medium- to long-term and raise stock
prices. (There are 11 directors related to this resolution as of the end of the general meeting of shareholders.)
Furthermore, remuneration for Audit & Supervisory Board Members is limited to fixed remuneration in order to enhanceneutrality and independence. (There are 4 Audit & Supervisory Board Members related to this resolution as of the end of thegeneral meeting of shareholders.)a.
It has been resolved that fixed remuneration for directors is limited to ¥330 million per year. It has been resolved that fixed
remuneration for Audit & Supervisory Board Members is limited to ¥80 million per year.
b.
It has been resolved that performance-linked remuneration will be paid within the amount shown in the table in ② above,
separately from fixed remuneration.
c.
It has been resolved that for share remuneration-type stock options, stock acquisition rights will be allotted within therange of ¥80 million per year and a total of 4,000 stock acquisition rights as the upper limit for one year, separately fromfixed remuneration and performance-linked remuneration. The type and number of shares for which the option is intended
is limited to 40,000 shares of the Bank’s common stock for one year, and the number of shares for per each stockacquisition right is 10. (For the type and number of shares for which the option is intended, the number of shares is statedin consideration of the 1-for-10 reverse stock split carried out on October 1, 2017.)

72

Business Report⑤ Policy on determining the details of individual remuneration, etc. for directors
a.
b.

c.

Method of determining the details of individual remuneration, etc. for directors
At the Board of Directors meeting held on November 11, 2015, the Bank resolved the Policy on Determination of
Remuneration for Directors (“Determination Policy”) as a policy based on the Basic Policy on Corporate Governance.
Overview of the Determination Policy
The Board of Directors decides the remuneration, etc. of directors after consulting with the Management Advisory Council
in order to ensure the transparency, fairness, and objectivity of remuneration within the amount resolved at the general
meeting of shareholders. The remuneration, etc. of directors other than outside directors shall be appropriate for directors
who are fully able exercise the functions of business execution and management supervision, and in addition to fixed
remuneration paid according to their roles and responsibilities, performance-linked remuneration to function as a soundincentive for the Bank’s sustainable growth and share remuneration-type stock option to increase morale and motivation
for medium- to long-term enhancement of corporate value may be provided. Outside directors will not be paid
performance-linked remuneration or share remuneration-type stock options in consideration of the management oversightfunction of an external person.
Reason the Board of Directors determined that the details of individual director remuneration, etc. for the current fiscal
year is in line with the Determination Policy:
The Board consulted with the Management Advisory Council regarding the content of individual remuneration for
directors in order to ensure the transparency, fairness, and objectivity of remuneration, and judges that the remuneration,etc. is in accordance with the Determination Policy since it is suitable for on the role and responsibility of the directors.

❸ Agreement limiting liability
Name

Overview of agreements limiting liability

Yuji Kume
Kikuo Asano
Satoko Ito
Shinji Ishihara

Agreements have been executed regarding liability for damages based on Article 423,
Paragraph 1 of the Companies Act such that if there is good faith and no grossnegligence in performing the duties, the amount stipulated in Article 425, Paragraph 1,
Item 1(c) of the Companies Act shall be the maximum liability amount.

Takuo Yoshikawa

73❹ Indemnity agreements
No applicable information.

❺ Matters concerning liability insurance agreements for officers, etc.
No applicable information.

Matters Concerning Outside Officers❶ Concurrent positions and other circumstances of outside officers
Name

Concurrent positions and other circumstances(Outside director)
Yuji KumeCounselor, Toenec Corporation
Outside director, Nagoya Stock Exchange, Inc.

(Outside director)
Kikuo Asano

President and representative director, Meiji Yasuda Real Estate Management Company
Limited(Outside director)
Satoko Ito

Outside director, Sekisui Jushi Corporation
Outside auditor, Mitani Sangyo Co., Ltd.

(Outside Audit & Supervisory
Board Member)
Shinji Ishihara

Managing partner, Ishihara Law OfficeOutside director (Audit & Supervisory Committee Member), Otake Corporation
Outside director, Yahagi Construction Co., Ltd.

(Outside Audit & Supervisory
Board Member)
Takuo Yoshikawa

Director and managing executive officer, Nagoya Railroad Co., Ltd.
President and CEO, Meitetsu Property Co., Ltd.
President and CEO, Meitetsu Management Service Co., Ltd.

(Note) There is no special relationship between the Bank and other corporations, etc., in which outside officers concurrently serve.
There are lending transactions between the Bank and Toenec Corporation, Yahagi Construction Co., Ltd., and Nagoya Railroad Co., Ltd.
under the same conditions as general transactions.

74

Business Report❷ Main activities of outside officers
Name(Outside director)
Yuji Kume(Outside director)
Kikuo Asano(Outside director)
Satoko Ito(Outside Audit &Supervisory Board
Member)Shinji Ishihara(Outside Audit &Supervisory Board
Member)Takuo Yoshikawa

Attendance at the Board of
Directors and Audit &Supervisory Board

Remarks and other activities at the Board of Directors and the
Audit & Supervisory Board

Attended all 13 of the 13
meetings of the Board of
Directors held this fiscal year.

Based on his abundant experience as a manager in a privatecompany and his wide range of insight, he provided opinions andadvice on proposals, reports, etc. that were useful in management.
In addition, by serving as the chair of the Personnel Advisory
Committee, which deliberates on personnel matters and the like for
executives of the Bank, and as a member of the Remuneration
Advisory Committee, which deliberates on remuneration, he
worked to supervise management from an independent andobjective standpoint by attending all committee meetings (threetimes) for the relevant fiscal year.

Attended all 13 of the 13
meetings of the Board of
Directors held this fiscal year.

Based on his abundant experience and wide-ranging insight in thefinancial field, he provided useful opinions and advice onmanagement. In addition, by serving as a member of the Personnel
Advisory Committee, which deliberates on personnel matters for
executives of the Bank, and as chair of the Remuneration Advisory
Committee, which deliberates on remuneration, he worked tosupervise management from an independent and objective
standpoint by attending all committee meetings (three times) for
the relevant fiscal year.

June 19, 2020 toMarch 31, 2021

Attended all 10 meetings ofthe Board of Directors held
during her term of office out of
the 13 meetings held this fiscal
year.

Based on her abundant experience and wide-ranging insight as an
information news program anchorperson and university professor,
she provides opinions and advice useful in management. In
addition, by serving as a member of the Personnel Advisory
Committee, which deliberates on personnel matters for executivesof the Bank, and as a member of the Remuneration Advisory
Committee, which deliberates on remuneration, she worked tosupervise management from an independent and objective
standpoint by attending two of the three committee meetings forthe relevant fiscal year.

June 22, 2018 toMarch 31, 2021

Attended all 13 of the 13
meetings of the Board of
Directors held in the current
fiscal year and all 13 of the 13
meetings of the Audit &Supervisory Board held in thecurrent fiscal year.

Based on his abundant experience as a lawyer, his wide range ofknowledge, and his high level of insight, he conducted an accurate
and fair audit of the legality of the execution of duties by directors,
and provided opinions and advice useful in management. In
addition, at the Audit & Supervisory Board meeting, he maderemarks on the establishment and maintenance of the Bank’s
compliance system from a professional standpoint as a lawyer.

Attended all 10 meetings ofthe Board of Directors held
during his term of office out of
the 13 meetings held this fiscal
year, and all 9 meetings of the
Audit & Supervisory Board
held during his term of officeout of the 13 meetings held
this fiscal year.

Based on his abundant experience and wide-ranging insight in coremanagement operations such as finance and human resources at a
private company, he conducted an accurate and fair audit of thelegality of execution of duties by directors, and provided opinions
and advice useful in management. In addition, at the Audit &Supervisory Board meeting, he made remarks on the establishment
and maintenance of the Bank’s compliance system from theperspective of a private company manager.

Term of office

June 22, 2018 toMarch 31, 2021

June 21, 2019 toMarch 31, 2021

June 19, 2020 toMarch 31, 2021

75

❸ Outside officer remuneration, etc.
(Unit: million yen)
Remuneration, etc. fromthe Bank

Number of people paid
Total remuneration, etc.

6

Remuneration, etc. from parents, etc. of
the Bank

26(Note) The above includes one Audit & Supervisory Board Member who resigned at the conclusion of the 245th Ordinary General Meeting of
Shareholders held on June 19, 2020.

❹ Opinions of outside officers
No applicable information.

76-

Business Report
Matters Concerning the Shares of the Bank
❶ Number of shares

Total number of authorized shares
Total number of issued shares

46,000 thousand shares
37,924 thousand shares(Note) The number of shares is rounded down to the nearest thousand shares.

❷ Number of shareholders at the end of the current fiscal year

20,532❸ Major shareholders
Name of shareholder

Investment in the Bank
Number of shares held

Shareholding ratio

thousand shares

The Master Trust Bank of Japan (Trust)

%

1,959

5.24

Custody Bank of Japan, Ltd. (Trust)

1,865

4.99

Juroku Bank Employee Stockholding Association

1,157

3.09

MUFG Bank, Ltd.

1,019

2.72

Fuji Baking Group

959

2.56

Meiji Yasuda Life Insurance Company

925

2.47

Sompo Japan Insurance Inc.

863

2.31

Tokio Marine & Nichido Fire Insurance Co., Ltd.

592

1.58

Seino Holdings Co., Ltd.

559

1.49

The Bank of Nagoya, Ltd.

534

1.43

(Notes)1.
2.

Number of shares held is rounded down to the nearest thousand shares.
The shareholding ratio is calculated by deducting treasury shares (551 thousand shares) and rounded down to the nearest hundredth of apercent.

❹ Shares held by officers
There are no shares of the Bank delivered to officers by the Bank during the current fiscal year.

77Matters Concerning the Accounting Auditor❶ Accounting auditor status(Unit: million yen)
Name

Deloitte Touche Tohmatsu LLC
Designated limited liability
employee Hiroyuki Sonou
Designated limited liability
employee Haruhisa Suzuki
Designated limited liability
employee Yoshihiro Ishihara(Notes)1.
2.

Remuneration, etc. forthe relevant fiscal
year

Other

67

(Reason the Audit & Supervisory Board agreed to Article 399,
Paragraph 1 of the Companies Act regarding remuneration, etc.)
The Audit & Supervisory Board confirmed and examined whether
the contents of the audit plan of the accounting auditor, the statusof job performance, the basis for estimating the audit fee, etc.
were appropriate, and as a result, agreed on the amount of theaccounting auditor’s fee.
(Contents of non-audit work with consideration)- Advising on assessing impact of CVA, etc.

The total amount of monetary and other asset benefits payable to the above audit corporation by the Bank, its subsidiaries, and subsidiarycorporations, etc. is ¥82 million.
Because the amounts of audit fees for audit services pursuant to the Company Act and audit services pursuant to the Financial
Instruments and Exchange Act are not clearly distinguished in the audit agreement between the Bank and the accounting auditor, and it is
not practically possible to distinguish them, audit fees pursuant the Financial Instruments and Exchange Act are included in“Compensation for the relevant fiscal year.”❷ Agreement limiting liability
No applicable information.

❸ Indemnity agreements
No applicable information.

❹ Other matters concerning the accounting auditor
Policy for determining the dismissal or non-reappointment of the accounting auditor
The Audit & Supervisory Board will dismiss the accounting auditor, subject to the unanimous consent of the Audit &Supervisory Board Members, if it determines that there is cause for dismissal as stipulated in Article 340, Paragraph 1 of theCompanies Act and there is no prospect of improvement.
In addition to the above, if it is deemed difficult for the accounting auditor to carry out an appropriate audit, content will be
determined for a proposal regarding the dismissal or non-reappointment of the accounting auditor to be submitted to the general
meeting of shareholders.

Matters Concerning the Accounting Advisor
No applicable information.

78

Financial Statements
Non-consolidated Balance Sheet at the end of
the 246th Period (as of March 31, 2021)
Item(Assets)
Cash and due from banks
Cash
Deposits
Trading securities
Trading government bonds
Trading municipal bonds
Money held in trust
Securities
Government bonds
Municipal bonds
Corporate bonds
SharesOther securities
Loans
Bills discounted
Loans on bills
Loans on deeds
Overdrafts
Foreign exchanges
Due from foreign banks
Foreign bills bought
Foreign bills receivable
Other assets
Domestic exchange settlement account, debit
Prepaid expenses
Accrued income
Initial margins of futures markets
Derivatives
Cash collateral paid for financial instruments
Other assets
Premises and equipment
Buildings
Land
Construction in progress
Other premises and equipment
Intangible assets
Software
Software-related temporary accountGoodwill
Other intangible assets
Prepaid pension costs
Customers’ liabilities for acceptances and guarantees(Unit: million yen)AmountItem(Liabilities)

944,71762,332
882,384
290
263
27
7,011
1,572,153
258,073
480,453
291,087
160,813
381,726
4,509,863
11,765
93,957
4,065,286
338,854
7,986
7,033
501
451
76,756
251
289
3,800
1,477
6,569
1,602
62,76554,756
10,53341,039
4
3,178
5,290
2,100
358
2,385
446
6,723

Deposits
Current deposits
Ordinary deposits
Savings deposits
Deposits at noticeTime deposits
Other deposits
Negotiable certificates of deposit
Payables under repurchase agreements
Payables under securities lending transactions
Borrowed money
Borrowings from other banks
Foreign exchanges
Foreign bills sold
Foreign bills payable
Other liabilities
Domestic exchange settlement account, credit
Income taxes payable
Accrued expenses
Deferred income
Deposits received from employees
Derivatives
Cash collateral received for financial instruments
Asset retirement obligations
Other liabilities
Provision for bonuses
Provision for retirement benefits
Provision for reimbursement of deposits
Provision for contingent loss
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Acceptances and guarantees
Total liabilities(Net assets)
Stated capital
Capital surplus
Capital reserves
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for advanced depreciation of noncurrent
assetsGeneral reserve
Retained earnings brought forward
Treasury stock
Total shareholders’ equity
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Land revaluation surplus
Valuation and translation adjustments
Stock acquisition rights
Total net assets
Total liabilities and net assets

14,443

Reserve for possible loan losses△23,496

Total assets

7,176,495

79

Amount6,089,791
445,586
3,448,475
99,01740,894
1,977,292
78,523
48,100126,700
29,671445,092
445,092
1,089
816
273
24,540
153
5,020
937
1,752
2,534
9,791
2,164
203
1,982
1,110
6,079
633
640
16,8956,546
14,4436,811,335
36,83947,827
47,815
11
209,773
20,154
189,6190
172,700
16,919△1,537
292,90259,063258
12,76672,088169
365,160
7,176,495

Non-consolidated Statement of Income for the246th Period (From April 1, 2020 to March 31, 2021)(Unit: million yen)

Item

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans
Interest on deposits with banks
Other interest income
Fees and commissions
Fees and commissions on domestic and foreign exchanges
Other fees and commissions
Other operating income
Gains on foreign exchange transactions
Gains on sales of bonds
Gains on redemption of bonds
Income from derivatives
Other ordinary income
Recoveries of written off claims
Gain on sales of stocks and other securities
Gain on money held in trust
Other ordinary income
Ordinary expenses
Interest expenses
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call money
Interest on payables under repurchase agreements
Interest on payables under securities lending transactions
Interest on borrowings and re-discounts
Interest on interest swaps
Other interest expenses
Fees and commissions payments
Fees and commissions on domestic and foreign exchanges
Other fees and commissions
Other operating expenses
Loss on trading account securities transactions
Loss on sales of bonds
Loss on redemption of bonds
Loss on devaluation of bonds
Operating expenses
Other ordinary expenses
Provision for possible loan losses
Losses on sales of stocks and other securities
Losses on devaluation of stocks and other securities
Other ordinary expenses
Ordinary profit
Extraordinary losses
Loss on disposal of noncurrent assets
Impairment loss
Income before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Net income

79,066
51,28738,725
12,115△0350
9615,511
4,509
11,001
5,953
1,051
4,387
15
498
6,313
0
5,429
131
752
56,565
465
375
8
△7
△117
1
142
40
22
5,612
829
4,782
4,368
3
2,497
1,654
214
40,069
6,049
3,892
877
2
1,276
22,500
2,079
74
2,005
20,4207,369△1,055
6,313
14,10680

Consolidated Financial Statements
Consolidated Balance Sheet at the end of the246th Period (as of March 31, 2021)
Item(Assets)
Cash and due from banks
Trading securities
Money held in trust(Unit: million yen)AmountItem(Liabilities)

947,015290
12,311

Securities

1,558,599

Loans
Foreign exchanges
Lease receivables and lease
investment assets
Other assets
Premises and equipment
Buildings

4,481,149
7,986

Land
Construction in progress
Other premises and equipment

6,072,473
28,100126,700
29,671
467,151
1,089

57,217

Other liabilities

61,177104,968
59,414
10,907

1,415
24
6,239

4,097
703
12,428690

Provision for bonuses
Provision for directors’ bonuses
Liability for retirement benefits
Reserve for retirement benefits for
directors
Provision for reimbursement ofdeposits
Provision for contingent loss
Provision required under theSpecial Act
Deferred tax liabilities
Deferred tax liabilities for land
revaluation
Acceptances and guarantees
Total liabilities(Net assets)
Stated capital

14,571

Capital surplus

53,395Retained earnings
Treasury stock
Total shareholders’ equity
Valuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Land revaluation surplus
Accumulated adjustment for
retirement benefits
Total accumulated othercomprehensive income
Stock acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

224,570△1,537313,268

43,3274
5,175

Intangible assets

7,582

Software
Software-related temporary
account
Goodwill
Other intangible assets
Assets for retirement benefits
Deferred tax assets
Customers’ liabilities for
acceptances and guarantees
Reserve for possible loan losses

2,422

Total assets

Deposits
Negotiable certificates of deposit
Payables under repurchaseagreements
Payables under securities lendingtransactions
Borrowed money
Foreign exchanges

Amount358△25,852

7,238,375

81

5
633
825
5
18,734
6,546
14,571
6,835,365
36,83959,290258
12,766
3,993
76,308169
13,263403,0097,238,375

Consolidated Statement of Income for the 246th
Period (From April 1, 2020 to March 31, 2021)(Unit: million yen)

Item

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans and bills boughtInterest on deposits with banks
Other interest income
Fees and commissions
Other operating income
Other ordinary income
Recoveries of written off claims
Other ordinary income
Ordinary expenses
Interest expenses
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call money and bills soldInterest on payables under repurchase agreements
Interest on payables under securities lendingtransactions
Interest on borrowings and re-discounts
Other interest expenses
Fees and commissions payments
Other operating expenses
Operating expenses
Other ordinary expenses
Provision for possible loan losses
Other ordinary expenses
Ordinary profit
Extraordinary losses
Loss on disposal of noncurrent assets
Impairment loss
Transfer to reserve for financial products transaction
liabilities
Income before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

111,346
51,07538,766
11,845△0350
113
21,24432,740
6,286
2
6,284
86,738
536
375
7
△7
△117
1
207
68
5,653
27,542
46,808
6,198
4,004
2,193
24,608
2,083
75
2,005
3
22,524
8,108
△939
7,169
15,355632
14,72282

Audit Report
Certified Copy of Audit Report by
Accounting Auditor

Independent Auditor’s Report
May 11, 2021

To the Board of Directors of
The Juroku Bank, Ltd.:

Deloitte Touche Tohmatsu LLC
Nagoya Office
Managing partner
Managing partner
Managing partner

Certified public
accountant
Certified public
accountant
Certified public
accountant

Hiroyuki Sonou
Haruhisa Suzuki
Yoshihiro Ishihara

Audit Opinion
Based on the provisions of Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the financial statements of The
Juroku Bank, Ltd. for the 246th Period from April 1, 2020 to March 31, 2021, which comprise the balance sheet as of March 31, 2021
and the statement of income and statement of changes in shareholders’ equity for the year then ended, and notes to the financial
statements and related supplementary schedules (collectively, the “Financial Statements”).
In our opinion, the accompanying Financial Statements present fairly, in all material respects, the financial position and results ofoperations applicable to the period for which the Financial Statements were prepared in accordance with the standards of corporate
accounting generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are described in Auditor’s Responsibilities for the Audit of the Financial Statements. We are independent of the company in accordancewith the provisions of professional ethics in Japan and have fulfilled our other ethical responsibilities as auditors. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for the Financial
Statements.
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with accounting
principles generally accepted in Japan. This includes establishing and operating internal controls that management deems necessary toenable the preparation and fair presentation of Financial Statements that are free from material misstatement, whether due to fraud or
error.
In preparing the Financial Statements, management is responsible for assessing whether their preparation is appropriate based on thepremise of a going concern, and disclosing, if necessary, any matters related to a going concern in accordance with accounting principles
generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution ofduties in the design and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our responsibilities are to obtain reasonable assurance, based on our audit, about whether the Financial Statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the Financial
Statements from an independent standpoint. Misstatements can arise by fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the decision-making of users of the Financial Statements.
We exercise professional judgement throughout the auditing process in accordance with auditing standards generally accepted inJapan, and maintain professional skepticism in conducting the following.

83

· We identify and assess the risk of material misstatement, whether due to fraud or error, and design and perform audit procedures
responsive to that risk. The procedures selected depend on the auditor’s judgement. In addition, we obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
· Although the audit of the Financial Statements is not intended to express an opinion on the effectiveness of internal control, we
examine internal controls concerning the audit when conducting the risk assessment in order to design appropriate audit procedures
according to the situation.
· We evaluate the adequacy of accounting policies and methods of application thereof adopted by management, as well as thereasonableness of accounting estimates made by management and the validity of relevant disclosures.
· We conclude on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the Financial Statements, or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause thecompany to cease to continue as a going concern.
· We evaluate whether the overall presentation and disclosures of the Financial Statements are in accordance with accounting principles
generally accepted in Japan, as well as the overall presentation, structure, and content of the Financial Statements, including thedisclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the planned scope andtiming of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit, andany other matters required by auditing standards.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we have compliedwith relevant ethical requirements regarding independence in Japan, and communicate with them all matters that may be reasonably
considered to affect the independence of the auditor, and if applicable, the details of any safeguards in place to eliminate or mitigate
impediments.
Relationship of Interest
Our firm and its managing partners do not have any interest in the company which is required to be disclosed pursuant to theprovisions of the Certified Public Accountants Act.
End

84

Audit Report
Certified Copy of Audit Report on the Consolidated
Financial Statements by Accounting Auditor

Independent Auditor’s Report
May 11, 2021

Deloitte Touche Tohmatsu LLC

To the Board of Directors of
The Juroku Bank, Ltd.:

Nagoya Office
Managing partner
Managing partner
Managing partner

Certified public
accountant
Certified public
accountant
Certified public
accountant

Hiroyuki Sonou
Haruhisa Suzuki
Yoshihiro Ishihara

Audit Opinion
Based on the provisions of Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements of
The Juroku Bank, Ltd. for the consolidated fiscal year from April 1, 2020 to March 31, 2021, which comprise the consolidated balance
sheet as of March 31, 2021, the consolidated statement of income and consolidated statement of changes in shareholders’ equity for theyear then ended, and notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial
position and results of operations applicable to the period for which the consolidated financial statements were prepared for the corporategroup comprising The Juroku Bank, Ltd. and its subsidiaries in accordance with the standards of corporate accounting generally acceptedin Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are described in Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements. We are independent of the company
and its subsidiaries in accordance with the provisions of professional ethics in Japan and have fulfilled our other ethical responsibilities asauditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan. This includes establishing and operating internal controls that management deems
necessary to enable the preparation and fair presentation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether their preparation is appropriate
based on the premise of a going concern, and disclosing, if necessary, any matters related to a going concern in accordance withaccounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution ofduties in the design and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance, based on our audit, about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the
consolidated financial statements from an independent standpoint. Misstatements can arise by fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the decision-making of users of the consolidated
financial statements.

85

We exercise professional judgement throughout the auditing process in accordance with auditing standards generally accepted inJapan, and maintain professional skepticism in conducting the following.
· We identify and assess the risk of material misstatement, whether due to fraud or error, and design and perform audit procedures
responsive to that risk. The procedures selected depend on the auditor’s judgement. In addition, we obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
· Although the audit of the consolidated financial statements is not intended to express an opinion on the effectiveness of internal
control, we examine internal controls concerning the audit when conducting the risk assessment in order to design appropriate audit
procedures according to the situation.
· We evaluate the adequacy of accounting policies and methods of application thereof adopted by management, as well as thereasonableness of accounting estimates made by management and the validity of relevant disclosures.
· We conclude on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the consolidated financial statements, or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the company to cease to continue as a going concern.
· We evaluate whether the overall presentation and disclosures of the consolidated financial statements are in accordance withaccounting principles generally accepted in Japan, as well as the overall presentation, structure, and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
· We obtain sufficient and appropriate audit evidence regarding the financial information of the company and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, andperformance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinion.
We communicate with the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the planned scope andtiming of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit, andany other matters required by auditing standards.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we have compliedwith relevant ethical requirements regarding independence in Japan, and communicate with them all matters that may be reasonably
considered to affect the independence of the auditor, and if applicable, the details of any safeguards in place to eliminate or mitigate
impediments.
Relationship of Interest
Our firm and its managing partners do not have any interest in the company or its consolidated subsidiaries which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act.
End

86

Audit Report
Certified Copy of Audit Report
by Audit & Supervisory Board
Audit Report
The Audit & Supervisory Board hereby submits its audit report regarding the execution of duties by directors in the 246th period from April 1, 2020 to March 31, 2021,
which has been prepared through discussions based on the audit reports prepared by each Audit & Supervisory Board Member.
1. Outline of auditing method applied by the Audit & Supervisory Board Members and the Audit & Supervisory Board(1) The Audit & Supervisory Board established the audit policy, allocation of duties, and other relevant matters, received reports from each Audit & Supervisory Board
Member regarding the implementation of audits and results thereof, as well as reports from the directors, other relevant personnel, and the accounting auditor
regarding their execution of duties, and sought explanations as necessary.
(2) In conformity with the audit standards established by the Audit & Supervisory Board and in accordance with the audit policies, allocation of duties, etc., each Audit& Supervisory Board Member endeavored to communicate with the directors, internal audit division, and other relevant employees, and endeavored to collectinformation and improve the audit environment while conducting audits using the following methods.
① We attended the meetings of the Board of Directors and other important meetings, received reports from directors and employees on the status of execution of
their duties and requested explanations as necessary, inspected material decision-making documents, and examined the business and financial conditions at thehead office and branch offices.
We endeavored to communicate and exchange information with the directors and Audit & Supervisory Boards of subsidiaries, and received business reports fromthe subsidiaries as necessary.
② We verified the contents of resolutions of the Board of Directors on the organization of the systems required to ensure that the execution of duties by directors
described in the business report complied with laws and regulations and the Articles of Incorporation, and other systems to ensure the appropriateness of theoperations of a corporate group comprising a Kabushiki Kaisha and its subsidiaries, as well as the state of the (internal control) system based on this resolution.
Regarding internal control over financial reporting, we received the reports from directors and Deloitte Touche Tohmatsu LLC on the evaluation of internal
control and their audit activities, calling for explanation when required.
③ We monitored and verified whether the accounting auditor maintained its independence and conducted appropriate audits, and we received reports from theaccounting auditor regarding the performance of its duties and sought explanations as necessary. In addition, we received a notification from the accounting
auditor that there is a system in place to ensure that its duties are performed properly, and requested explanations as necessary.
Based on the above methods, we have reviewed the business report, its supplementary schedules, non-consolidated financial statements for the said fiscal year (balance
sheet, statement of income, statement of changes in shareholders’ equity and notes to non-consolidated financial statements), related supplementary schedules, andconsolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in shareholders’ equity, and notes toconsolidated financial statements).
2.Results of audit(1) Results of audit of business report, etc.
① We find that the business report and its supplementary schedules properly describe the status of the company in accordance with all relevant laws and regulations
and with the company’s Articles of Incorporation.
② We find no misconduct or material fact in violation of laws and regulations or the company’s Articles of Incorporation with respect to execution of duties bydirectors.
③ We find that the Board of Directors’ resolutions with respect to the internal control systems are appropriate. We have found no specific matters to remark on withregard to the execution of duties by directors concerning the internal control systems, including internal control related to financial reporting.
(2) Results of audit of financial statements and related supplementary schedules
We find that the method and results of the audit by the accounting auditor, Deloitte Touche Tohmatsu LLC, are appropriate.
(3) Results of audit of consolidated financial statements
We find that the method and results of the audit by the accounting auditor, Deloitte Touche Tohmatsu LLC, are appropriate.
May 12, 2021

The Juroku Bank, Ltd.

Audit & Supervisory Board

Standing Audit & Supervisory
Board Member
Standing Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member

Naohiko Ishikawa
Shunsuke Uchigashima
Shinji Ishihara
Takuo Yoshikawa
End

87

Notes88

Map to the Venue of the General Meeting of Shareholders

Gifu Station

AccessMeitetsu Gifu Station
Meitetsu Gifu Bus each stop

•
•
•
•

Approximately

10 minutes on footLocation
8-26 Kandamachi, Gifu City 500-8516

Approximately

2 minutes on footApproximately

2-3 minutes on footThe Juroku Bank, Ltd.
Head Office 3F ConferenceRoom
TEL 058-265-2111 (main number)This year, we will suspend the distribution of souvenirs and provision of food and drink to shareholders.
In order to avoid infection from COVID-19, we ask that you exercise your voting rights by mail or online inadvance, and refrain from attending the general meeting of shareholders.
Shareholders who appear to be in poor physical condition may be refused admission. In addition, you may be
asked to refrain from entering the venue if the seating is full.
If there is any major change in the holding or operation of this general meeting due to COVID-19 before theday of the event, we will inform you on our website (https://www.juroku.co.jp/).
We use a universal design font that is easy to read.

We use environmentally-friendly vegetable oil ink.