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 31, 2019
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 244TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 244th Annual General Meeting of Shareholders of the Bank. The
meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via electromagnetic means (the Internet, etc.). Please review the Reference
Documents for the General Meeting of Shareholders (on pages 3 to 12) and exercise your voting rights.
1. Date and Time:

Friday, June 21, 2019 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 244th Fiscal Year (from April 1, 2018 to March 31, 2019)
2. Consolidated Financial Statements for the Bank’s 244th Fiscal Year (from
April 1, 2018 to March 31, 2019) 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 One (1) Substitute Audit & Supervisory Board Member
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. Following this basic policy, it is proposed that the year-end
dividend 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 70.00 yen per share.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount35 yen per share of common stock, for a total of 1,307,512,255 yen(3) Effective date of distribution of surplus
June 24, 2019

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
8,000,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 8,000,000,000 yen

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

Name

1
2

(Reappointment)(Reappointment)

Yukio Murase
Naoki Ikeda

3(Reappointment)

Kimio Hirose

4(Reappointment)

Kazuhito Akiba

5(Reappointment)

Yukiyasu Shiraki

6(Reappointment)

Akihide Ishiguro

7(New appointment)

Shin Mishima

8(Reappointment)

Yuji Kume

9(New appointment)

Kikuo Asano

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

4

Attendanceat Board of
Directors

11/11
10/11
11/11
11/11
11/11

9/9
9/9
-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Attendanceat Board of
Directors

9,500
shares

11/11

3,400
shares

10/11

Apr.
Feb.
Apr.

1

2

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

Number ofshares of the
Bank held

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Attendanceat Board of
Directors

924
shares

11/11

2,179
shares

11/11

Apr.
Apr.
Apr.

3

4

1982 Joined the Bank
2008 General Manager, Takatomi Branch2010 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 credit screening and risk management functions and also has
fulfilled his responsibilities as General Manager of the Bank’s major branches. He
possesses knowledge and experience that enable him to perform the management ofbanking operations accurately, fairly and efficiently. Thus, the Bank believes that he iswell qualified as a Director of the Bank and has renominated him as a candidate for
Director.
Special relationships:
There are no special relationships between Mr. Kimio Hirose and the Bank.
Apr.
1983 Joined the Bank
Oct.
2008 General Manager, Kasugai Branch, the Bank
Jun.
2010 General Manager, Tajimi Branch, the Bank
Jun.
2012 Executive Officer and General Manager, Tajimi
Branch, the Bank
Oct.
2012 Executive Officer and General Manager, Corporate(Reappointment)
Planning Division, the Bank
Jun.
2014 Director and General Manager, Corporate Planning
Kazuhito Akiba
Division, the Bank
(Jun. 16, 1959)
Jun.
2016 Director and Managing Executive Officer and Chief
General Manager, Business Integration Division, the
Bank
Apr.
2019 Director and Managing Executive Officer, the Bank
(current position)(Responsible for Corporate Planning, Operational
Reform, and Treasury and Investment Divisions)Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Kazuhito Akiba has been
responsible primarily for business planning. He has also fulfilled his responsibilities incorporate planning and has extensive experience as General Manager of the 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 renominated him as a
candidate for Director.
Special relationships:
There are no special relationships between Mr. Kazuhito Akiba and the Bank.

Number ofshares of the
Bank held

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Apr.
Apr.
Mar.
Jun.

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
(Reappointment)Jun.
2017 Director and Managing Executive Officer and Chief
General Manager, Aichi Business Division, andYukiyasu Shiraki
Deputy Chief General Manager, Business Integration(Jan. 7, 1963)
Division, the Bank
Apr.
2019 Director and Managing Executive Officer and Chief
General Manager, Business Integration Division, the5Bank (current position)(Responsible for Business Integration, Personal
Business, Corporate Business, Public Business, andAichi 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 for branch operations in Aich Prefecture with extensive experience as General
Manager of the 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
renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukiyasu Shiraki and the Bank.
Apr.
1987
Joined the Bank
Jun.
2009
General Manager, Tokai Branch, the Bank
Oct.
2011
Manager, Human Resources Division, the Bank
Apr.
2014
Deputy General Manager, Human Resources
Division, the Bank
(Reappointment)
Jun.
2016
General Manager, Corporate Administration
Division, the Bank
Akihide Ishiguro
Jun.
2017
Executive Officer and General Manager,(Sep. 19, 1963)
Corporate Administration Division, the Bank
Jun.
2018
Director and Executive Officer and General
Manager, Corporate Administration Division,6
the Bank (current position)

Number of Attendanceshares of the at Board of
Bank held
Directors

1985
2010
2012
2014

Reasons for nomination as a candidate for Director:
As a Director and Executive Officer and General Manager, Corporate Administration
Division of the Bank, Mr. Akihide Ishiguro has been responsible for human resources andgeneral affairs operations and also has extensive experience in branch office operations. He
possesses knowledge and experience that enable him to perform the management ofbanking operations accurately, fairly and efficiently. Thus, the Bank believes that he 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. Akihide Ishiguro and the Bank.

7661
shares

11/11

911
shares

9/9

No.

Name
(Date of birth)(New appointment)
Shin Mishima(Jul. 20, 1964)

Past experience, positions and responsibilities

Apr.
Jan.
Oct.
Jun.
Jun.

Jan.

7

Joined the BankManager, Risk Control Division, the Bank
General Manager, Sohara Branch, the Bank
General Manager, Risk Management Division, theBank2018 Executive Officer and General Manager, Risk
Management Division, and Head, Anti-Money
Laundering Office, the Bank
2019 Executive Officer and General Manager, Risk
Management Division, the Bank (current position)

Number of Attendanceshares of the at Board of
Bank held
Directors

1987
2010
2015
2017

Reasons for nomination as a candidate for Director:
As an Executive Officer and General Manager, Risk Management Division of the Bank, Mr.
Shin Mishima has been responsible for various risk management functions and also has
extensive experience in branch office operations. He possesses knowledge and experiencethat enable him to perform the management of banking operations accurately, fairly andefficiently. Thus, the Bank believes that he is well qualified as a Director of the Bank andhas nominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Shin Mishima and the Bank.

8477
shares

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Apr.

1972

Jul.

2001

Jun.

2003

Jun.

2005

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

2006

Yuji Kume(Jul. 14, 1949)

8

Jun.

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 (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 one (1) year at the conclusion of this General Meeting of
Shareholders.

9

Number of Attendanceshares of the at Board of
Bank held
Directors

0shares

9/9

No.

Name
(Date of birth)

Apr.

1982

Joined Meiji Life Insurance Company

Apr.

2005

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

2012

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)

Kikuo Asano(Feb. 13, 1959)
9

Past experience, positions and responsibilities

Jul.

2013
2013

Apr.

2015

Apr.

2017

Number of Attendanceshares of the at Board of
Bank held
Directors

0shares-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 nominated him as a
candidate for Outside Director.
Special relationships:
There are no special relationships between Mr. Kikuo Asano and the Bank.
(Notes)
1. Mr. Yuji Kume and Mr. Kikuo Asano are candidates for Outside Directors who satisfy the Criteria for Assessing Independence of
the Bank as described on Page 12. They are also candidates for Independent Officers pursuant to the provisions of Tokyo Stock
Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. TOENEC CORPORATION, for which Mr. Yuji Kume served as President and Representative Director until June 2017, wassubjected to a supervisory disposition (suspension of business) by Chubu Regional Bureau, Ministry of Land, Infrastructure,
Transport and Tourism in May 2016 for entering into a subcontract exceeding the insignificance criteria with a construction
company without having any permit or license. In addition, TOENEC CORPORATION was subjected to a supervisorydisposition (instructive disposition) by the said bureau in November 2016 for an industrial accident that occurred during theconstruction of solar power generation facilities.
3. Liability limitation agreements with Outside Directors:
The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Directors to enter into an agreement limiting
their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Bank has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act with an
Outside Director candidate, Mr. Yuji Kume. When the relevant Outside Director has acted in good faith and has not beengrossly negligent in performing his duties, he will be responsible for such liability to the extent of the liability amount set
forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Bank plans to enter into thesame liability limitation agreement with the Outside Director candidate upon his reappointment at this General Meeting of
Shareholders. In case the appointment of Mr. Kikuo Asano is approved, the Bank plans to enter into the same liability
limitation agreement with him.

10

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)(Independent Officer Oct.
2008 Registered as Patent Attorney(planned))Apr.
2009 Joined Keimei Law Office (Partner)May
2013 Sakura Godo/Sakura International Patent
Akitsuyu Ogawa
Law Firm (Partner)(Jul. 3, 1971)
Apr.
2019 President, Akitsuyu International and Patent
Law Office (current position)
Significant concurrent positions:
President, Akitsuyu International and Patent Law Office
Associate Professor (Business Law), Business School, Nagoya University ofCommerce & Business
Reasons for nomination as a candidate for Outside Audit & Supervisory Board
Member:Mr. Akitsuyu Ogawa has been active as an Attorney at Law as well as a Patent
Attorney and the Bank has determined that based on his experience andknowledge, he can be expected to perform audits on the legitimacy of Directors’
duties, etc. accurately, fairly and efficiently. Thus, the Bank believes that he iswell qualified as an Audit & Supervisory Board Member of the Bank and has
nominated him as a candidate for Substitute Outside Audit & Supervisory Board
Member.
Special relationships:
There are no special relationships between Mr. Akitsuyu Ogawa and the Bank.

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

Apr.

0
shares--(Notes)1.

Mr. Akitsuyu Ogawa is a candidate for Substitute Outside Audit & Supervisory Board Member who meets the Bank’s“Criteria for Assessing Independence” described on Page 12.

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.

Liability limitation agreements with Outside Audit & Supervisory Board Members:
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.

11

[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

12