These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8356)
May 29, 2020
To Shareholders with Voting Rights:
Yukio Murase
President and CEO
The Juroku Bank, Ltd.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 245TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 245th Annual General Meeting of Shareholders of the Bank. The meeting will
be held for the purposes as described below.
Instead of attending the meeting, you can also exercise your voting rights in writing by submitting the Voting
Rights Exercise Form, or via electromagnetic means (the Internet, etc.). Please review the Reference
Documents for the General Meeting of Shareholders (on pages 3 to 13) and exercise your voting rights.
1. Date and Time:

Friday, June 19, 2020 at 10:00 a.m. Japan time

2. Place:

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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 245th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 245th Fiscal Year (from
April 1, 2019 to March 31, 2020) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
End

1

Information Disclosure on the Internet
The following items are posted on the Bank’s website in accordance with laws and regulations as well as
Article 17 of the Articles of Incorporation of the Bank, and are therefore not included in the documents
attached to this notice of convocation.
1) Matters Concerning the Bank’s Stock Acquisition Rights, etc.,
Basic Policy for Persons Who Control Decisions on Financial and Business Policies,
System to Ensure Appropriate Operations,
Overview of Management Status of System to Ensure Appropriate Operations,
Matters Concerning Specified Wholly-Owned Subsidiaries,
Matters Concerning Transactions with the Parent Company, etc., andMatters Concerning Accounting Advisors in the Business Report2) Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial
Statements as part of the Non-consolidated Financial Statements
3) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements aspart of the Consolidated Financial Statements

Bank’s Website https://www.juroku.co.jp/
The Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements auditedby the Audit & Supervisory Board Members consist of the Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements attached to this notice of convocation as well as Items 1) to
3) above.
The Non-consolidated Financial Statements and Consolidated Financial Statements audited by the Accounting
Auditors consist of the Non-consolidated Financial Statements and Consolidated Financial Statements
attached to this notice of convocation as well as Items 2) and 3) above.
Guidance for Attending the General Meeting of Shareholders
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please also bring this “Notice of Convocation” to the meeting with you for the sake of resource saving.
 Please note that those other than shareholders with voting rights, such as their proxies and companions
who are not shareholders, may not attend the meeting. However, shareholders who need a nursing
attendant are kindly requested to contact us (at toll free number 0120-300-716) in advance so that we canmake special arrangements for the meeting.
 Any updates to the Reference Documents for the General Meeting of Shareholders and the attacheddocuments will be posted on the Bank’s website (https://www.juroku.co.jp/).

2

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

Matters concerning year-end dividends
Given the increasing diversity of risks associated with financial transactions, the Bank’s basic policy is
to pay dividends to shareholders in a stable and consistent manner with attention to further
improvement in its financial strength.
With profit attributable to owners of parent for the current fiscal year amounting to 12.8 billion yen, we
have achieved the profit target we established in our 14th Medium-term Management Plan, which
covered the three-year period ended in March 31, 2020. In order to express our appreciation for yourdaily support, it is proposed that the year-end dividend include a special dividend of 10.00 yen and be
paid as follows.
As the Bank has paid the interim dividend of 35.00 yen per share for the current fiscal year, the annual
dividend for the current fiscal year will be 80.00 yen per share.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount
45 yen per share of common stock, including a special dividend of 10 yen, for a total of
1,681,580,700 yen(3) Effective date of distribution of surplus
June 22, 2020

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

3Proposal No. 2: Election of Nine (9) Directors
The terms of office of all Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of nine (9) Directors is proposed.
The candidates are as follows:
No.
1
2
3
4
5
6
7
8
9

Name

Current position at the Bank, etc.

Attendance atBoard ofDirectors(Reappointment)

President and CEO

11/11(Reappointment)

Deputy President

11/11(Reappointment)

Director and Managing Executive Officer

11/11(Reappointment)

Director and Managing Executive Officer and Chief
General Manager, Business Integration Division
Director and Executive Officer and General
Manager, Corporate Planning Division
Director and Executive Officer and General
Manager, Operations Administration Division
Outside Director
Independent Officer
Outside Director
Independent Officer
Outside Director
Independent Officer

Yukio Murase
Naoki Ikeda

Kimio Hirose
Yukiyasu Shiraki(Reappointment)

Akihide Ishiguro(Reappointment)

Shin Mishima(Reappointment)

Yuji Kume(Reappointment)

Kikuo Asano(New appointment)

Satoko Ito

4

11/11
11/11
9/9
11/11
9/9
-/-

No.

Name
(Date of birth)

Past experience

Apr.
Jun.
Feb.
Apr.

1

2

1979
1993
1994
1998

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:
As the President and CEO of the Bank, Mr. Yukio Murase has consistently fulfilled hisrole of making important management decisions and supervising execution of duties by
each director in an appropriate and accurate manner. He possesses knowledge andexperience that enable him to perform the management of banking operations accurately,
fairly and efficiently. Thus, the Bank believes that he is well qualified as a Director of the
Bank and has renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukio Murase and the Bank.
Apr.
1980 Joined the Bank
Apr.
2005 General Manager, Takayama Branch, the Bank
Jun.
2008 Director and General Manager, Nagoya Branch, the
Bank
Apr.
2012 Director and General Manager, Nagoya Main Office,(Reappointment)
the BankJun.
2013 Managing Director and General Manager,
Naoki Ikeda
Operations Administration Division, the Bank
(Apr. 4, 1957)
Sep.
2013 Managing Director, the Bank
Jun.
2014 Deputy President, the Bank (current position)(Representative Director)(Responsible for Secretariat and Corporate
Administration Division)
Reasons for nomination as a candidate for Director:
As the Deputy President of the Bank, Mr. Naoki Ikeda has consistently fulfilled his roleof assisting the President to make important management decisions and supervise
execution of duties by each director in an appropriate and accurate manner. He possesses
knowledge and experience that enable him to perform the management of banking
operations accurately, fairly and efficiently. Thus, the Bank believes that he is wellqualified as a Director of the Bank and has renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Naoki Ikeda and the Bank.

5

Number ofshares of the
Bank held

Attendanceat Board of
Directors

10,600shares

11/11

3,900
shares

11/11

No.

Name
(Date of birth)

Past experience

Apr.
Apr.
Apr.

3

4

1982 Joined the Bank
2008 General Manager, Takatomi Branch, the Bank
2010 General Manager, Compliance Management
Division, the Bank
Sep.
2011 Executive Officer and General Manager,
Compliance Management Division, the Bank
(Reappointment)Jun.
2013 Director and General Manager, Nagoya Main Office,the Bank
Kimio Hirose
Jun.
2014 Director and General Manager, Head Office, the(Feb. 15, 1959)
Bank
Jun.
2016 Director and Managing Executive Officer, the Bank
(current position)(Responsible for Risk Management, Enterprise
Support, Operations Administration, and Internal
Audit Divisions)Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Kimio Hirose has been
responsible primarily for operations systems administration, credit screening and risk
management functions and also has fulfilled his responsibilities as General Manager ofthe Bank’s major branches. He possesses knowledge and experience that enable him to
perform the management of banking operations accurately, fairly and efficiently. Thus,
the Bank believes that he is well qualified as a Director of the Bank and has renominatedhim as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Kimio Hirose and the Bank.
Apr.
1985 Joined the Bank
Apr.
2010 General Manager, Hashima Branch, the Bank
Mar.
2012 General Manager, Kakamigahara Branch, the Bank
Jun.
2014 Executive Officer and General Manager, Ichinomiya
Branch, the Bank
Jun.
2016 Managing Executive Officer and Chief General
Manager, Aichi Business Division, the Bank
(Reappointment)Jun.
2017 Director and Managing Executive Officer and Chief
General Manager, Aichi Business Division, andYukiyasu Shiraki
Deputy Chief General Manager, Business(Jan. 7, 1963)
Integration Division, the Bank
Apr.
2019 Director and Managing Executive Officer and Chief
General Manager, Business Integration Division,
the Bank (current position)(Responsible for Business Integration, Personal
Business, Corporate Business, Public Business,and Aichi Business Divisions)Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Yukiyasu Shiraki has
been responsible primarily for business integration, personal business and corporate
business and also has fulfilled his responsibilities as General Manager of the Bank’s major
branches. He possesses knowledge and experience that enable him to perform the
management of banking business and operations accurately, fairly and efficiently. Thus,
the Bank believes that he is well qualified as a Director of the Bank and has renominatedhim as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukiyasu Shiraki and the Bank.

6

Number ofshares of the
Bank held

Attendanceat Board of
Directors

1,024
shares

11/11

961
shares

11/11

No.

Name
(Date of birth)

Past experience

Apr.
Jun.
Oct.
Apr.

5

6

1987
2009
2011
2014

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(Reappointment)
Division, the Bank
Jun.
2017
Executive Officer and General Manager,
Akihide Ishiguro
Corporate Administration Division, the Bank
(Sep. 19, 1963)
Director and Executive Officer and General
Jun.
2018
Manager, Corporate Administration Division,
the Bank
Director and Executive Officer and General
Jun.
2019
Manager, Corporate Planning Division, theBank (current position)
Reasons for nomination as a candidate for Director:
As a Director and Executive Officer and General Manager of Corporate Planning Divisionof the Bank, Mr. Akihide Ishiguro has been responsible for corporate planning and also
has extensive experience in functions related to human resources and general affairs andbranch office operations. He possesses knowledge and experience that enable him to
perform the management of banking operations accurately, fairly and efficiently. Thus,
the Bank believes that he is well qualified as a Director of the Bank and has renominatedhim as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Akihide Ishiguro and the Bank.
Apr.
1987 Joined the Bank
Jan.
2010 Manager, Risk Control Division, the Bank
Oct.
2015 General Manager, Sohara Branch, the Bank
Jun.
2017 General Manager, Risk Management Division, the
Bank
Jun.
2018 Executive Officer and General Manager, Risk
(Reappointment)
Management Division, and Head, Anti-Money
Laundering Office, the Bank
Shin MishimaJan.
2019 Executive Officer and General Manager, Risk
(Jul. 20, 1964)
Management Division, the Bank
Jun.
2019 Director and Executive Officer and General
Manager, Risk Management Division, the Bank
Nov.
2019 Director and Executive Officer and General
Manager, Operations Administration Division, theBank (current position)
Reasons for nomination as a candidate for Director:
As an Executive Officer and General Manager, Operations Administration Division of theBank, Mr. Shin Mishima has been responsible for operations systems management
functions and also has extensive experience in various risk management functions andbranch office operations. He possesses knowledge and experience that enable him to
perform the management of banking operations accurately, fairly and efficiently. Thus, theBank believes that he is well qualified as a Director of the Bank and has renominated him
as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Shin Mishima and the Bank.

7

Number ofshares of the
Bank held

Attendanceat Board of
Directors

1,011
shares

11/11

577
shares

9/9

No.

Name
(Date of birth)

Past experience

Apr.

1972

Jul.

2001

Jun.

2003

Jun.

2005

Jun.
(Reappointment)(Outside Director)(Independent Officer)
Jun.
Yuji Kume(Jul. 14, 1949)
Jun.

2006

Jun.

2013

7

Jun.

2007
2009

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 (current position)
Director, the Bank (current position)

Jun.
2017
Jun.
2018
Significant concurrent positions:Counselor, TOENEC CORPORATION
Outside Director, Nagoya Stock Exchange, Inc.
Reasons for nomination as a candidate for Outside Director:
Mr. Yuji Kume has extensive experience and a wide range of insight in all aspects ofcorporate management gained through his career as a top executive of private corporations.
Such a background makes him capable of providing opinions and advice that are beneficial
for management of the Bank. Thus, the Bank believes that he is well qualified as a Directorof the Bank 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 Counselor of TOENEC CORPORATION. There
are recurring business relationships between the Bank and TOENEC CORPORATION.
(Note)Mr. Yuji Kume is currently serving as Outside Director of the Bank and his term ofoffice will be two (2) years at the conclusion of this General Meeting of
Shareholders.

8

Number of Attendanceshares of the at Board of
Bank held
Directors

0shares

11/11

No.

8

Name
(Date of birth)

Past experience

Apr.
Apr.

1982
2005

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

2012

Apr.

2017

2013
2013
2015

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:
Mr. Kikuo Asano has extensive experience and a wide range of insight in the financial
services sector gained through his career as a Senior Managing Executive Officer of Meiji
Yasuda Life Insurance Company. Such a background makes him capable of providing
opinions and advice that are beneficial for management of the Bank. Thus, the Bank
believes that he is well qualified as a Director of the Bank and has renominated him as a
candidate for Outside Director.
Special relationships:
There are no special relationships between Mr. Kikuo Asano and the Bank.

Number of Attendanceshares of the at Board of
Bank held
Directors

0shares9/90shares-/-(Note) Mr. Kikuo Asano is currently serving as Outside Director of the Bank and his termof office will be one (1) years at the conclusion of this General Meeting of
Shareholders.
Oct.
1989 Started activities as an anchorperson for news andinformation programs(New appointment)2010 Visiting Professor, Graduate Institute for(Outside Director) Apr.
Entrepreneurial Studies (current position)(Independent Officer)
Apr.
2015 Part-time Lecturer, Niigata University (current
position)
Satoko Ito(Jul. 3, 1967)

9

Significant concurrent positions:
Outside Director, Sekisui Jushi Corporation
Reasons for nomination as a candidate for Outside Director:
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. Such abackground makes her capable of providing opinions and advice that are beneficial for
management of the Bank. Thus, the Bank believes that she is well qualified as a Director of
the Bank and has nominated her as a candidate for Outside Director.
Special relationships:
There are no special relationships between Ms. Satoko Ito and the Bank.

9

(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 13. They are also candidates for Independent Officers pursuant to the provisionsof Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. TOENEC CORPORATION, for which Mr. Yuji Kume served as President and Representative Director until June 2017, wassubjected to a supervisory disposition (suspension of business) by Chubu Regional Bureau, Ministry of Land, Infrastructure,
Transport and Tourism in May 2016 for entering into a subcontract exceeding the insignificance criteria with a construction
company without having any permit or license. In addition, TOENEC CORPORATION was subjected to a supervisorydisposition (instructive disposition) by the said bureau in November 2016 for an industrial accident that occurred during theconstruction of solar power generation facilities.
3. Liability limitation agreements with Outside Directors:
The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Directors to enter into an agreement limiting
their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Bank has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act with eachof the Outside Director candidates, Mr. Yuji Kume and Mr. Kikuo Asano When the relevant Outside Directors have acted ingood faith and have not been grossly negligent in performing their duties, they will be responsible for such liability to theextent 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 theirreappointment at this General Meeting of Shareholders. In case the appointment of Ms. Satoko Ito is approved, the Bank
plans to enter into the same liability limitation agreement with her.

10

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Mr. Koji Iwata and Mr. Hideo Kono will expire at
the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of two (2) Audit &Supervisory Board Members is proposed.
We have obtained the approval of the Audit & Supervisory Board for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Past experience

Apr.
(New appointment) Jun.

1

1987 Joined the Bank
2013 Manager, International Market Division,
the Bank, the Bank
Jun.
2016 General Manager, Treasury andShunsuke
Investment Division, the Bank
Uchigashima
2019 General Manager, Internal Audit(Apr. 21, 1964) Apr.
Division, the Bank (current position)
Reasons for nomination as a candidate for Audit & Supervisory Board
Member:Mr. Shunsuke Uchigashima has experience in the core operations of the
Bank with extensive experience in internal audit, market-related operations
and international operations. Such a background makes him capable ofauditing the legality of execution of duties by Directors and other aspects
accurately, fairly and efficiently. Thus, the Bank believes that he is wellqualified as an Audit & Supervisory Board Member of the Bank and has
nominated him as a candidate for Audit & Supervisory Board Member.
Special relationships:
There are no special relationships between Mr. Shunsuke Uchigashima andthe Bank.

11

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

500
shares

-/-

-/-

No.

Name
(Date of birth)

Past experience

Apr.

1987 Joined Nagoya Railroad Co., Ltd.
(hereinafter “Nagoya Railroad”)
Jul.
2012 General Manger in charge of
Accounting and General Manager in(New appointment)
charge of Funding, Finance Dept.
(Outside Audit &Nagoya Railroad
Supervisory Board Jun.
2015 Director, Nagoya Railroad
Member)Jul.
2015 Assistant Division Director, Railroad(Independent
Operations HQ. and General Manager,
Officer)
Sales Dept., Nagoya RailroadJun.
2016 General Manager, Human Resources
Takuo Yoshikawa
Dept., Nagoya Railroad (current(Jan. 20, 1965)
position)Jun.
2018 Managing Director, Nagoya RailroadJun.
2019 Director & Managing Executive
Officer, Nagoya Railroad (current
position)2
Reasons for nomination as a candidate for Outside Audit & Supervisory
Board Member:
Mr. Takuo Yoshikawa is well versed in the core operations in the corporate
management such as finance and human resources management and has
extensive experience and a wide range of insight. Such a backgroundmakes him capable of auditing the legality of execution of duties byDirectors and other aspects accurately, fairly and efficiently. Thus, theBank believes that he is well qualified as an Audit & Supervisory Board
Member of the Bank and has nominated him as a candidate for Outside
Audit & Supervisory Board Member.
Special relationships:
There are no special interest relationships between Mr. Takuo Yoshikawa
and the Bank.
The Audit & Supervisory Board Member candidate Mr. Takuo Yoshikawa
serves as Director & Managing Executive Officer of Nagoya Railroad Co.,
Ltd. There are recurring business relationships between the Bank andNagoya Railroad Co., Ltd.

Attendance
Number of Attendanceat Audit &shares of the at Board ofSupervisory
Bank held Directors
Board0
shares-/--/-(Notes)1.
2.

Mr. Takuo Yoshikawa is candidate for Outside Audit & Supervisory Board Member who satisfies the Criteria for Assessing
Independence of the Bank as described on Page 13. He is also acandidate for Independent Officer pursuant to the provisionsof Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
Liability limitation agreement with Outside Audit & Supervisory Board Member:
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 Members has acted
in good faith and has not been grossly negligent in performing his duties, he will be responsible for such liability to theextent 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.Takuo Yoshikawa upon his reappointment as
Audit & Supervisory Board Member at this General Meeting of Shareholders.

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

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

2.

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

3.

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

13