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

(Securities Code: 8356)
June 3, 2016
To Shareholders with Voting Rights:
Yukio Murase
President
The Juroku Bank, Ltd.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 241ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We express its deepest condolences to all those who have suffered from the Kumamoto Earthquake that
occurred in April this year.
You are cordially invited to attend the 241st Annual General Meeting of Shareholders of The Juroku Bank,
Ltd. (“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 15) and exercise your voting rights.
1. Date and Time:

Friday, June 24, 2016 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 241st Fiscal Year (from April 1, 2015 to March 31, 2016)
2. Consolidated Financial Statements for the Bank’s 241st Fiscal Year (from
April 1, 2015 to March 31, 2016) 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 Four (4) Audit & Supervisory Board Members
Proposal No. 4: Partial Amendment to the Conditions for Exercising Stock Compensation-type
Stock Options (Stock Acquisition Rights)End1

◎ 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 be noted that those other than the shareholders with voting rights, such as their proxies andcompanions who are not shareholders, are not admitted to the meeting. However, for shareholders whoneed a nursing attendant are kindly requested to contact us (at +81-58-266-2562) in advance so that we cantake special care in the meeting.
◎ Any updates to the Reference Documents for the General Meeting of Shareholders and the attacheddocument will be posted on the Bank’s website (http://www.juroku.co.jp/).

2

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

Matters concerning year-end dividends
Given the increasing diversity of risks associated with financial transactions, the Bank’s basic policy is
to pay dividends to shareholders in a stable and consistent manner with attention to further
improvement of 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 3.50 yen per share for the current fiscal year, the annual
dividend for the current fiscal year will be 7.00 yen per share.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount3.50 yen per share of common stock, for a total of 1,307,773,418 yen(3) Effective date of distribution of surplus
June 27, 2016

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 to establish a solid management foundation and maintain andimprove its competitiveness.
(1) Item and the amount of surplus to be increased
General reserve
9,000,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 9,000,000,000 yen

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

Name
Yukio Murase
Naoki Ikeda

3(Reappointment)

Hiroyuki Ota

45(Reappointment)(Reappointment)

Kenji Mori
Kimio Hirose

6(Reappointment)

Kazuhito Akiba

7(New appointment)

Tomonori Mizuno

89(Reappointment)(Reappointment)

Hitoshi Yoshida
Yasuharu Takamatsu

Current position at the Bank, etc.
President
Vice PresidentManaging Director and General Manager, Business
Planning Division
Managing Director
Director and General Manager, Head OfficeDirector and General Manager, Corporate Planning
Division
Executive Officer and General Manager, Tajimi
BranchOutside Director/Independent Officer
Outside Director/Independent Officer

4

No.

Name
(Date of birth)(Reappointment)
Yukio Murase(Dec. 23, 1956)

Past experience, positions and responsibilities at the Bank

Apr.
Feb.
Apr.

Number of
Number ofattendance toshares of theBoard ofBank held
Directors

1979 Joined the Bank
1994 General Manager, Nagoya Ekimae Branch, the Bank
1998 General Manager, Human Resources Division, theBank
2004 Managing Director, the Bank
2009 Senior Managing Director, the Bank
2013 President, the Bank (current position)

Jun.
Jun.
Sep.
Significant concurrent positions:
Chairman, The Gifu Chamber of Commerce and Industry
1
Reasons for nomination as a candidate for Director:
As the President of the Bank, Mr. Yukio Murase has consistently fulfilled his role ofmaking important management decisions and supervising execution of duties by eachdirector in an appropriate and accurate manner, which demonstrates his 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 interest relationship
There are no special interest relationship between Mr. Yukio Murase and the Bank.
Apr.
1980 Joined the Bank
Jun.
2008 Director and General Manager, Nagoya Branch, theBank(Reappointment)
Apr.
2012 Director and General Manager, Nagoya Main
Office, the Bank
Naoki Ikeda
Jun.
2013 Managing Director and General Manager,(Apr. 4, 1957)
Operations Administration Division, the Bank
Sep.
2013 Managing Director, the Bank
Jun.
2014 Vice President, the Bank (current position)
2
Reasons for nomination as a candidate for Director:
As the Vice President of the Bank, Mr. Naoki Ikeda has consistently fulfilled his role ofassisting the President to make important management decisions and supervise executionof duties by each director in an appropriate and accurate manner, which demonstrates his
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 interest relationship
There are no special interest relationship between Mr. Naoki Ikeda and the Bank.

5

72,000shares

11/11

23,000shares

11/11

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1983 Joined the Bank
2009 General Manager, Corporate Business Division,
the BankJun.
2010 Director and Corporate Secretary, the Bank
(Reappointment)Jun.
2013 Director and General Manager, Toyota Branch,
the Bank
Hiroyuki Ota
Apr.
2014 Director and General Manager, Business Planning(Apr. 3, 1960)
Division, the Bank
Jun.
2014 Managing Director and General Manager,
Business Planning Division, the Bank (current
position)
3
Reasons for nomination as a candidate for Director:
As the Managing Director of the Bank, Mr. Hiroyuki Ota has been responsible forsales division with extensive experience in corporate-related services and international
operations. Such a background demonstrates his knowledge and experience that 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 Bankand has renominated him as a candidate for Director.

Number of
Number ofattendance toshares of theBoard ofBank held
Directors

Apr.
Jun.

25,000shares

11/11

17,385
shares

11/11

Special interest relationship

There are no special interest relationship between Mr. Hiroyuki Ota and the Bank.
Apr.
1983 Joined the Bank
Jan.
2008 General Manager, Masagocho Branch and General
Manager, Honjo Branch, the Bank
Jun.
2010 General Manager, Human Resources Division, the(Reappointment)
Bank
Jun.
2011 Director and General Manager, Human Resources
Kenji Mori
Division, the Bank
(Jun. 20, 1960)
Sep.
2013 Director and General Manager, Operations
Administration Division, the Bank
Jun.
2014 Managing Director, the Bank (current position)
4 Reasons for nomination as a candidate for Director:
As the Managing Director of the Bank, Mr. Kenji Mori has been responsible foradministration and systems-related operations as well as risk management with ample
knowledge in human resources operations. Such a background demonstrates his
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 interest relationship

There are no special interest relationship between Mr. Kenji Mori and the Bank.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1982 Joined the Bank
2008 General Manager, Takatomi Branch, the Bank
2010 General Manager, Compliance Management
Division, the Bank
(Reappointment)
Sep.
2011 Executive Officer and General Manager,
Compliance Management Division, the Bank
Kimio Hirose
Jun.
2013 Director and General Manager, Nagoya Main
(Feb. 15, 1959)
Office, the Bank
Jun.
2014 Director and General Manager, Head Office, theBank (current position)
5 Reasons for nomination as a candidate for Director:
Mr. Kimio Hirose has fulfilled his responsibilities as Director and General Manager,
Head Office and General Manager of the Bank’s major branches with extensive
knowledge in the compliance division. Such a background demonstrates his
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.

Number of
Number ofattendance toshares of theBoard ofBank held
Directors

Apr.
Apr.
Apr.

8,242
shares

11/11

21,791shares

11/11

Special interest relationship

There are no special interest relationship 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
(Reappointment)Jun.
2012 Executive Officer and General Manager, Tajimi
Branch, the Bank
Kazuhito Akiba
Oct.
2012 Executive Officer and General Manager,(Jun. 16, 1959)
Corporate Planning Division, the Bank
Jun.
2014 Director and General Manager, Corporate
Planning Division, the Bank (current position)
Reasons for nomination as a candidate for Director:
6
Mr. Kazuhito Akiba has fulfilled his responsibilities as Director and General
Manager, Corporate Planning Division with ample knowledge in core operations of
the management control function as well as extensive experience in international
operations and as General Manager of the Bank’s major branches. Such abackground demonstrates his knowledge and experience that enable him to performthe management of banking operations accurately, fairly and efficiently. Thus, theBank believes that he is well qualified as a Director of the Bank and has renominatedhim as a candidate for Director.
Special interest relationship

There are no special interest relationship between Mr. Kazuhito Akiba and the Bank.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1983 Joined the Bank
2006 General Manager, Shikatsu Branch, the Bank
2008 Deputy General Manager, Nagoya Branch, the(New appointment)
Bank
Apr.
2012
Deputy General Manager, Nagoya Main Office,Tomonori Mizuno
theBank(Aug. 4, 1960)
Oct.
2012 General Manager, Tajimi Branch, the Bank
Jun.
2014 Executive Officer and General Manager, Tajimi
Branch, the Bank (current position)
7 Reasons for nomination as a candidate for Director:
Mr. Tomonori Mizuno has fulfilled his responsibilities as Executive Officer withextensive knowledge in branch operations through his experience as General Managerof the Bank’s major branches. Such a background demonstrates his 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 nominated him as a candidate for Director.

Number of
Number ofattendance toshares of theBoard ofBank held
Directors

Apr.
Jun.
Jun.

20,970shares-0
shares

11/11

Special interest relationship

There are no special interest relationship between Mr. Tomonori Mizuno and the
Bank.
Apr.
1969 Joined Chubu Electric Power Co., Inc.
(hereinafter, “Chubu Electric Power”)
Jul.
1997 General Manager, Legal Affairs Dept., Chubu(Reappointment)
Electric Power(Outside Director) Jul.
1999 General Manager, Manager Assessment Dept.,(Independent Officer)
Chubu Electric PowerJun.
2003 Corporate Auditor, Chubu Electric Power
Hitoshi YoshidaJun.
2007 Senior Corporate Auditor, Chubu Electric Power(Jan. 5, 1947)
Jun.
2011 Advisor, Chubu Electric Power (current
position)Jun.
2014 Director, the Bank (current position)
Significant concurrent positions:
Advisor, Chubu Electric Power Co., Inc.
Outside Audit & Supervisory Board Member, TOYOTA BOSHOKUCORPORATION
8 Reasons for nomination as a candidate for Director:
Mr. Hitoshi Yoshida has extensive experiences and a wide range of insight gained
through his career as a head of the legal division of a private corporation and an Audit& Supervisory Board Member. 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 Director.
Special interest relationship

There are no special interest relationship between Mr. Hitoshi Yoshida and the Bank.
The candidate Mr. Hitoshi Yoshida serves as Advisor of Chubu Electric Power Co.,
Inc. There are recurring business relationships between the Bank and Chubu ElectricPower Co., Inc.
(Note) Mr. Hitoshi Yoshida is currently serving as Outside Director of the Bank and his
term of office will be two (2) years as of the conclusion of this General Meetingof Shareholders.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1974 Joined Meiji Life Insurance Company(hereinafter “Meiji Life Insurance”)
Jul.
2002 Director and General Manager, Corporate
Planning Department, Meiji Life InsuranceJan.
2004 Executive Officer and Chief General Manager,
Nagoya Marketing Headquarters, Meiji Yasuda
Life Insurance Company (hereinafter “Meiji
Yasuda Life Insurance”)
Apr.
2005 Managing Executive Officer and Chief General
Manager, Nagoya Marketing Headquarters,(Reappointment)
Meiji Yasuda Life Insurance(Outside Director) Dec.
2005 Managing Executive Officer and Chief(Independent Officer)
Executive, Investment, Meiji Yasuda Life
Insurance
Yasuharu Takamatsu
Apr.
2006
Deputy President, Executive Officer and Chief(Apr. 24, 1951)
Executive, Investment, Meiji Yasuda Life
InsuranceJul.
2006 Director, Executive Officer, Deputy President
and Chief Executive, Investment, Meiji Yasuda
Life InsuranceJul.
2012 Chairman of the Board, Meiji Yasuda System
Technology Company Limited
9
Jun.
2015 Director, the Bank (current position)
Apr.
2016 Advisor, Meiji Yasuda Life Insurance (current
position)
Significant concurrent positions:
Advisor, Meiji Yasuda Life Insurance Company
Outside Audit & Supervisory Board Member, Mitsubishi Paper Mills Limited
Reasons for nomination as a candidate for Director:
Mr. Yasuharu Takamatsu has extensive experiences and a wide range of insightgained through his career as manager of a financial institution. Such a backgroundmakes 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 Director.

Number of
Number ofattendance toshares of theBoard ofBank held
Directors

Apr.

0shares

9/9Special interest relationship

There are no special interest relationship between Mr. Yasuharu Takamatsu and theBank.
The Director candidate Mr. Yasuharu Takamatsu serves as Advisor of Meiji Yasuda
Life Insurance Company. There are recurring business relationships between the Bankand Meiji Yasuda Life Insurance Company.
(Note) Mr. Yasuharu Takamatsu is currently serving as Outside Director of the Bankand his term of office will be one (1) year as of the conclusion of this General
Meeting of Shareholders.
(Notes)
1. Mr. Hitoshi Yoshida and Mr. Yasuharu Takamatsu are candidates for Outside Directors. The two of them are also candidates
for Independent Officers pursuant to provisions of Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. Liability limitation agreement with Outside Directors:
The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Directors to enter into an agreement
limiting the liability to the amount specified by the 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 Director candidates, Mr. Hitoshi Yoshida and Mr. Yasuharu Takamatsu. When the relevant Outside Director has
acted in good faith and is not grossly negligent in performing his duties, the Outside Director will be responsible for suchliability to the extent of the liability amount set forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act. The Bank
plans to enter into the same liability limitation agreement with each Outside Director candidate upon their reappointment at
this General Meeting of Shareholders.

9Proposal No. 3:

Election of Four (4) Audit & Supervisory Board Members

The terms of office of all Audit & Supervisory Board Members will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of four (4) Audit & Supervisory Board Members
is proposed.
We have obtained the approval of the Board of Audit & Supervisory Board for this item.
The candidates for Audit & Supervisory Board Members are as follows:
Name

No.
1

(New appointment)

Akinori Sasaki

2(New appointment)

Koji Iwata

3(Reappointment)

Masahiro Hori

4

(New appointment)

Hideo Kono

Current position at the Bank, etc.
Director and General Manager, Operations
Administration Division,
General Manager, Treasury and Investment
Division
Outside Audit & Supervisory Board Member/Independent Officer
Candidate for Outside Audit & Supervisory Board
Member/Independent Officer (scheduled)

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1982 Joined the Bank
2006 General Manager, Audit & Supervisory Board
Members’ Office, the Bank
Jun.
2008 General Manager, Treasury and Investment(New appointment)
Division, the Bank
Jun.
2010 General Manager, Risk Management Division,
Akinori Sasaki
the Bank(Mar. 3, 1960)
Jun.
2012 Executive Officer and General Manager,
General Affairs Division, the Bank
Jun.
2014 Director and General Manager, Operations
Administration Division, the Bank (current
1
position)
Reasons for nomination as a candidate for Audit & Supervisory Board Member:
Mr. Akinori Sasaki has a wide range of knowledge and experience in the field of
administration, systems-related operations, auditing, and risk management.
Such a background makes him capable of auditing the legality of execution ofduties by Directors and other aspects accurately, fairly and efficiently. Thus, theBank believes that he is well qualified as an Audit & Supervisory Board Memberof the Bank and has nominated him as a candidate for Audit & Supervisory Board
Member.

Number of
Number ofattendance to
Number ofattendance to
Audit &
shares of theBoard ofBank held
Supervisory
Directors
Board

Apr.
May

21,791shares

11/11

-

5,416
shares--Special interest relationship

There are no special interest relationship between Mr. Akinori Sasaki and the
Bank.
Apr.
1984 Joined the Bank
Jan.
2006 Manager, International Treasury and(New appointment)
Investment DivisionJan.
2007 Manager, Treasury and Investment Division
Koji Iwata
Jun.
2013 General Manager, International Market(May 25, 1961)
DivisionApr.
2014 General Manager, Treasury and Investment
Division (current position)
Reasonsfornominationasacandidate
for Audit & Supervisory Board Member:
2
Mr. Koji Iwata has a wide range of knowledge and experience in the core
operations of the Bank with extensive experience in market-related operations andinternational operations. Such a background makes him capable of auditing thelegality of execution of duties by Directors and other aspects accurately, fairly andefficiently. Thus, the Bank believes that he is well qualified as an Audit &Supervisory Board Member of the Bank and has nominated him as a candidate for
Audit & Supervisory Board Member.
Special interest relationship

There are no special interest relationship between Mr. Koji Iwata and the Bank.

11

No.

Name
(Date of birth)(Reappointment)(Outside Audit &Supervisory Board
Member)(Independent
Officer)

Past experience, positions and responsibilities at the Bank

Oct.
Oct.
Apr.
Jun.

Number of
Number of
Number of attendance to attendance to
Audit &
shares of the Board ofSupervisory
Bank held
Directors
Board

2004 Registered as Attorney at Law (Gifu Prefecture
Bar Association)
2004 Joined Koide Kuriyama Law Office LPC
2012 Opened Hori Law Office (current position)2012 Audit & Supervisory Board Member, the Bank
(current position)

Masahiro Hori(Mar. 16, 1977)

Significant concurrent positions:
Attorney at law, Hori Law Office
3
Auditor, Gifu Prefectural Gero Hospital
Reasons for nomination as a candidate for Audit & Supervisory Board Member:
Mr. Masahiro Hori has been successful as an attorney at law with extensive
experience and insight, making him capable of auditing the legality of execution ofduties by Directors and other aspects accurately, fairly and efficiently. Thus, theBank believes that he is well qualified as an Audit & Supervisory Board Memberof the Bank and has renominated him as a candidate for Audit & Supervisory
Board Member.
Special interest relationship

There are no special interest relationship between Mr. Masahiro Hori and the Bank.
(Note) Mr. Masahiro Hori is currently serving as Outside Audit & Supervisory
Board Member of the Bank and his term of office will be four (4) years as of
the conclusion of this General Meeting of Shareholders.

120shares

11/11

12/12

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1968 Joined Nagoya Railroad Co., Ltd. (hereinafter“Nagoya Railroad”)
1977 Seconded to Meitetsu Kyosho Co., Ltd.
(hereinafter “Meitetsu Kyosho”)
1991 Director Equivalent, Meitetsu Kyosho
1992 Director, Meitetsu Kyosho
1995 Managing Director, Meitetsu Kyosho
2000 President, Meitetsu Auto Co., Ltd.
2004 President, Meitetsu Kyosho
2010 Executive Vice-Chairman, Nagoya Railroad
2011 Chairman, Nagoya Railroad
2015 Director and Advisor, Nagoya Railroad(current position)
Significant concurrent positions:
Director and Advisor, Nagoya Railroad Co., Ltd
4
Outside Director, CHUBU-NIPPON BROADCASTING CO., LTD.
Outside Audit & Supervisory Board Member, AICHI STEEL CORPORATION
Reasons for nomination as a candidate for Audit & Supervisory Board Member:
Mr. Hideo Kono has extensive experience and a wide range of insight into
corporate management through his service as director of business enterprises. Sucha background makes him capable of auditing the legality of execution of duties byDirectors and other aspects accurately, fairly and efficiently. Thus, the Bank
believes that he is well qualified as an Audit & Supervisory Board Member of the
Bank and has nominated him as a candidate for Audit & Supervisory Board
Member.
Special interest relationship
There are no special interest relationship between Mr. Hideo Kono and the Bank.
The Audit & Supervisory Board Member candidate Mr. Hideo Kono serves as
Director and Advisor of Nagoya Railroad Co., Ltd. There are recurring business
relationships between the Bank and Nagoya Railroad Co., Ltd.

Number of
Number of
Number of attendance to attendance to
Audit &
shares of the Board ofSupervisory
Bank held
Directors
Board

Apr.
(New appointment)(Outside Audit &Jul.
Supervisory Board
Member)Dec.
(Independent Officer
Dec.
– scheduled)
Nov.
Jun.
Hideo Kono
May
(Apr. 15, 1945)
Jun.
Jun.
Jun.

0
shares-(Notes)1 Mr. Masahiro Hori and Mr. Hideo Kono are candidates for Outside Audit & Supervisory Board Members.
Mr. Masahiro Hori is a candidate for Independent Officer pursuant to provisions of Tokyo Stock Exchange, Inc. and Nagoya
Stock Exchange, Inc.
In addition, the Bank plans to register Mr. Hideo Kono to Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. as
Independent Officers pursuant to their provisions upon their election.
2. Liability limitation agreement with Outside Audit & Supervisory Board Members:
The Bank specifies in its Articles of Incorporation to allow the Bank and Outside Audit & Supervisory Board Member toenter into an agreement limiting the liability to the amount specified by the laws and regulations so that he or she can fully
perform his or her 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 Member candidate, Mr. Masahiro Hori. When the relevant Outside Audit & Supervisory
Board Member has acted in good faith and is not grossly negligent in performing his duties, the Outside Audit & Supervisory
Board Member 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. The Bank plans to enter into the same liability limitation agreement with him upon his
reappointment at this General Meeting of Shareholders. In case appointment of Mr. Hideo Kono was approved, the Bank
plans to enter into the same liability agreement with him.

13-

Proposal No. 4: Partial Amendment to the Conditions for Exercising Stock Compensation-type Stock
Options (Stock Acquisition Rights)
In conjunction with a change in the Executive Officer system of the Bank from “employment-type” to“entrustment-type” in an aim to strengthen its functions to execute operations, the Bank has decided to allot
the stock compensation-type stock options (stock acquisition rights) to its Executive Officers as well as its
Directors.
In accordance with a change in the Executive Officer system, it is proposed that the resolution to Proposal No.
8 “Remuneration for Directors in the form of stock compensation-type stock options and their details” made atthe 238th Annual General Meeting of Shareholders held on June 27, 2013 be partially amended. The proposed
amendment is shown below.

Present
Omitted(The underlined portions indicate changes to be made.)
Proposed amendment
No change

2. Details of stock acquisition rights
Omitted2. Contents of stock acquisition rights
No change(5) Main conditions for stock acquisition rights
The holder of stock acquisition right may
exercise his or her right collectively withinten (10) days (in cases where the tenth day
falls on a non-business day, the next
business day shall apply) from the day
following the day he or she withdraws fromhis or her position as Director of the Bank.

(5) Main conditions for stock acquisition rights
The holder of stock acquisition right may
exercise his or her right collectively withinten (10) days (in cases where the tenth day
falls on a non-business day, the next
business day shall apply) from the day
following the day he or she withdraws fromhis or her position(s) as Director and/or
Executive Officer of the Bank.

14

<Reference>
2. Details of stock acquisition rights (after proposed amendment)(1) The total number of stock acquisition rights, the class of stock and the number of shares subject tostock acquisition rights
The total number of stock acquisition rights: 4,000 rights shall be the annual upper limit.
The stock subject to stock acquisition rights: 400,000 shares of common stock of the Bank shall be
the annual upper limit.

(2)

(3)

(4)

(5)

(6)

(7)

The number shares of stock to be awarded upon the exercise of one stock acquisition right(hereinafter “the number of shares to be awarded”) shall be 100 shares.
In case the above number of shares needs to be adjusted due to mergers, company splits, gratis
allotment, stock splits, reverse stock splits, etc., the Bank may adjust the number of shares to beawarded as necessary.
The required amount of payment for stock acquisition rights
The amount of payment for stock acquisition rights is given by multiplying the fair value of the stock
option per share calculated using the Black-Scholes model on the allotment date by the number ofshares to be awarded.
Meanwhile, those who are allotted stock acquisition rights (hereinafter “the holders of stockacquisition rights”) shall offset the amount of payment with their remuneration receivables from the
Bank so that they need not pay in cash.
The value of property to be contributed upon exercise of stock acquisition rights
The value of the property to be contributed upon exercise of stock acquisition rights is equal to theamount of 1 yen (i.e. the per share amount of shares to be awarded upon exercise of stock acquisitionrights) multiplied by the number of shares to be awarded.
The exercise period of stock acquisition rights
Within 30 years from the day following the day stock acquisition rights are allotted, provided,
however, in case that the last day of the exercise period of stock acquisition rights falls on the Bank’s
non-business day, the business day immediately preceding such non-business day shall be the last day.
Main conditions for stock acquisition rights
The holders of stock acquisition rights may exercise his or her right collectively within ten (10) days(in cases where the tenth day falls on a non-business day, the next business day shall apply) from the
day following the day he or she withdraws from his or her position(s) as Director and/or Executive
Officer of the Bank.
Restriction on the transfer of stock acquisition rights
The acquisition of stock acquisition rights through transfer shall require the approval of the Board of
Directors of the Bank.
Other details for stock acquisition rights
Other details for stock acquisition rights shall be resolved at the Board of Directors for deciding thesubscription procedures for stock acquisition rights.
End15