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 2, 2017
To Shareholders with Voting Rights:
Yukio Murase
President
The Juroku Bank, Ltd.
8-26, Kandamachi,
Gifu-shi, Gifu, JapanNOTICE OF CONVOCATION OF
THE 242ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
As The Juroku Bank, Ltd (“the Bank”) celebrates the 140th anniversary of its foundation as a milestone in
October this year, we will strive to further increase the corporate value of the Bank.
You are cordially invited to attend the 242nd 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 23, 2017 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 242nd Fiscal Year (from April 1, 2016 to March 31, 2017)
2. Consolidated Financial Statements for the Bank’s 242nd Fiscal Year (from
April 1, 2016 to March 31, 2017) 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: Implementation of Reverse Stock Split
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: 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. in the Business Report2) Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial
Statements as part of the Non-consolidated Financial Statements
3) Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements aspart of the Consolidated Financial Statements

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

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

2

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

Matters concerning year-end dividends
Given the increasing diversity of risks associated with financial transactions, the Bank’s basic policy is
to pay dividends to shareholders in a stable and consistent manner with attention to further
improvement in its financial strength. Following this basic policy, it is proposed that the year-end
dividend be paid as follows.
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 1,308,034,486 yen(3) Effective date of distribution of surplus
June 26, 2017

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
6,000,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 6,000,000,000 yen

3Proposal No. 2: Implementation of Reverse Stock Split
1.

Reasons for implementing reverse stock split
Based on the Action Plan for Consolidating Trading Units, All Domestic Exchanges aims toconsolidate shares of common stock per trading unit (the number of shares constituting one unit ofstock) of all domestic companies listed on Japanese stock exchanges to 100 shares by October 1, 2018.
As a company listed on the Tokyo Stock Exchange and Nagoya Stock Exchange, the Company
respects the view and has thus decided to change its number of shares constituting one unit of stock to
100 shares from 1,000 shares. In line with this change, the Company proposes the implementation of areverse stock split, with a view to adjust the investment unit to an appropriate level deemed
appropriate by the stock exchanges (50,000 yen or more and less than 500,000 yen). It also aims forshareholders to stably hold the Bank’s shares and not to change the number of voting rights of theshareholders.

2.

Details of reverse stock split(1) Proportion of reverse stock split
The Bank will implement a 1-for-10 reverse stock split.
If fractional shares of less than one share arise as a result of the reverse stock split, such sharesshall be subject to a lump-sum disposal in accordance with the Companies Act. The proceeds ofthe said disposal will be allotted to the relevant shareholders in proportion to their respective
fractional shares.
(2) Effective date of reverse stock split
October 1, 2017(3) Aggregate number of authorized shares on the effective date46 million shares(4) Other
The Bank requests approval from our shareholders for delegating all the other required matters,
including a method for disposal of fractional shares, to the Board of Directors of the Bank.

(Reference)
Upon approval of this proposal, the following amendments to the Articles of Incorporation will take effecton October 1, 2017 without going through the resolution of the partial amendments to the Articles ofIncorporation pursuant to Article 182, Paragraph 2 and Article 195, Paragraph 1 of the Companies Act.

Present(The underlined portion indicate changes to be made.)
Proposed amendment

OmittedNo change(Aggregate number of authorized shares)(Aggregate number of authorized shares)

Article 6 The aggregate number of shares that the
Bank shall have the authority to issue shallbe 460 million (460,000,000) shares.

Article 6 The aggregate number of shares that the
Bank shall have the authority to issue
shall be 46 million (46,000,000) shares.

OmittedNo change(Number of unit shares)(Number of unit shares)

Article 8 The number of unit shares of the Bank shallbe one thousand (1,000) shares.

Article 8 The number of unit shares of the Bank
shall be one hundred (100) shares.

OmittedNo change

4

Proposal No. 3: 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
3
4

(Reappointment)(Reappointment)(Reappointment)(Reappointment)

Name
Yukio Murase
Naoki Ikeda
Hiroyuki Ota
Kimio Hirose

5(Reappointment)

Kazuhito Akiba

6(New appointment)

Yukiyasu Shiraki

7(Reappointment)

Tomonori Mizuno

89(Reappointment)(Reappointment)

Hitoshi Yoshida
Yasuharu Takamatsu

Current position at the Bank, etc.
President
Vice President
Director and Managing Executive Officer
Director and Managing Executive Officer
Director and Managing Executive Officer, andChief General Manager, Business Planning
DivisionManaging Executive Officer and Chief General
Manager, Aichi Business Division
Director and Executive Officer, and General
Manager, Internal Audit Division
Outside Director/Independent Officer
Outside Director/Independent Officer

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

Attendanceat Board of
Directors

79,000shares

11/11

26,000shares

11/11

Apr.
Feb.
Apr.

1

2

1979 Joined the Bank
1994 General Manager, Nagoya Ekimae Branch, the Bank
(Reappointment)
1998 General Manager, Human Resources Division, theBank
Yukio MuraseJun.
2004 Managing Director, the Bank
(Dec. 23, 1956)
Jun.
2009 Senior Managing Director, the Bank
Sep.
2013 President, the Bank (current position)
Significant concurrent positions:
Chairman, The Gifu Chamber of Commerce and Industry
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, possessing knowledge and experience thatenable him to perform the management of banking operations accurately, fairly andefficiently. Thus, the Bank believes that he is well qualified as a Director of the Bank andhas renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. 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)
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, possessing 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. Naoki Ikeda and the Bank.

Number ofshares of the
Bank held

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

Apr.
Jun.
Jun.
(Reappointment)
Apr.
Hiroyuki Ota(Apr. 3, 1960)

Jun.
Jun.

3

4

Number ofshares of the
Bank held

Attendanceat Board of
Directors

26,000shares

11/11

9,242
shares

10/11

1983 Joined the Bank
2010 Director and Corporate Secretary, the Bank
2013 Director and General Manager, Toyota Branch,
the Bank
2014 Director and General Manager, Business Planning
Division, the Bank
2014 Managing Director and General Manager,
Business Planning Division, the Bank
2016 Director and Managing Executive Officer, theBank (current position)

Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Hiroyuki Ota has
been responsible primarily for corporate planning and management control withextensive experience in corporate banking operations and international operations.
He possesses knowledge and experience that enable him to perform the managementof 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. Hiroyuki Ota and the Bank.
Apr.
1982 Joined the Bank
Apr.
2010 General Manager, Compliance Management
Division, the Bank
Sep.
2011 Executive Officer and General Manager,(Reappointment)
Compliance Management Division, the Bank
Jun.
2013 Director and General Manager, Nagoya Main
Kimio Hirose
Office, the Bank
(Feb. 15, 1959)
Jun.
2014 Director and General Manager, Head Office, the
Bank
Jun.
2016 Director and Managing Executive Officer, theBank (current position)

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 management and risk management. He also
fulfilled his responsibilities as General Manager, Head Office and General Managerof the Bank’s major branches. He possesses 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
Bank and has renominated him as a candidate for Director.
Special relationships:
There are no special relationships between Mr. Kimio Hirose and the Bank.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

Attendanceat Board of
Directors

21,791shares

11/11

2,610
shares

-

Apr.
Jun.
Jun.

5

6

1983 Joined the Bank
2010 General Manager, Tajimi Branch, the Bank
2012 Executive Officer and General Manager, Tajimi
Branch, the Bank
(Reappointment)Oct.
2012 Executive Officer and General Manager,
Corporate Planning Division, the Bank
Kazuhito Akiba
Jun.
2014 Director and General Manager, Corporate(Jun. 16, 1959)
Planning Division, the Bank
Jun.
2016 Director and Managing Executive Officer, andChief General Manager, Business Planning
Division (current position)
Reasons for nomination as a candidate for Director:
As a Director and Managing Executive Officer of the Bank, Mr. Kazuhito Akiba has
been responsible primarily for corporate banking operations and retail banking
operations, with extensive experience in corporate planning and overseas operations.
He possesses knowledge and experience that enable him to perform the managementof 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.
Apr.
1985 Joined the Bank
Jan.
2008 Assistant General Manager, Nagoya Ekimae
Branch2010 General Manager, Hashima Branch(New appointment) Apr.
Mar.
2012 General Manager, Kakamigahara Branch2014 Executive Officer and General Manager,
Yukiyasu Shiraki Jun.
Ichinomiya Branch(Jan. 7, 1963)
Jun.
2016 Managing Executive Officer and Chief General
Manager, Aichi Business Division (current
position)

Number ofshares of the
Bank held

Reasons for nomination as a candidate for Director:

As a Managing Executive Officer and Chief General Manager, Aichi Business
Division, Mr. Yukiyasu Shiraki has been responsible for branch operations in Aichi
Prefecture with extensive experience as General Manager of the Bank’s major
branches. He possesses knowledge and 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 asa candidate for Director.
Special relationships:
There are no special relationships between Mr. Yukiyasu Shiraki and the Bank.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

1983 Joined the Bank
2008 Deputy General Manager, Nagoya Branch, the
Bank
Apr.
2012 Deputy General Manager, Nagoya Main Office,(Reappointment)
the Bank
Oct.
2012 General Manager, Tajimi Branch, the Bank
Tomonori Mizuno
Jun.
2014 Executive Officer and General Manager, Tajimi(Aug. 4, 1960)
Branch, the Bank
Jun.
2016 Director and Executive Officer, and General
Manager, Internal Audit Division (current
position)
7
Reasons for nomination as a candidate for Director:
As a Director and Executive Officer, and General Manager, Internal Audit Division,
Mr. Tomonori Mizuno has been responsible for internal auditing 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 wellqualified as a Director of the Bank and has nominated him as a candidate for
Director.
Special relationships:
There are no special relationships between Mr. 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 Outside Director:
Mr. Hitoshi Yoshida has extensive experience 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 ofproviding 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. 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.

Number ofshares of the
Bank held

Attendanceat Board of
Directors

21,155
shares9/90shares

11/11

Apr.
Jun.

(Note) Mr. Hitoshi Yoshida is currently serving as Outside Director of the Bank and his
term of office will be three (3) years at the conclusion of this General Meetingof Shareholders.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities 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. 24, 1951)
Apr.
2006 Deputy President, Executive Officer and Chief
Executive, Investment, Meiji Yasuda Life
InsuranceJul.
2006
Director, Executive Officer, Deputy President
9and Chief Executive, Investment, Meiji Yasuda
Life InsuranceJul.
2012 Chairman of the Board, Meiji Yasuda System
Technology Company LimitedJun.
2015 Director, the Bank (current position)
Apr.
2016 Advisor, Meiji Yasuda Life Insurance
Reasons for nomination as a candidate for Outside Director:
Mr. Yasuharu Takamatsu has extensive experience and a wide range of insight gained
through his career as manager of a financial institution. Such a background makes him
capable of providing opinions and advice that are beneficial for management of theBank. Thus, the Bank believes that he is well qualified as a Director of the Bank andhas renominated him as a candidate for Outside Director.
Special relationships:
There are no special relationships between Mr. Yasuharu Takamatsu and the Bank.

Number of Attendanceshares of the at Board of
Bank held
Directors

Apr.

0shares11/11(Note) Mr. Yasuharu Takamatsu is currently serving as Outside Director of the Bankand his term of office will be two (2) years at the conclusion of this General
Meeting of Shareholders.
(Notes)
1. Mr. Hitoshi Yoshida and Mr. Yasuharu Takamatsu 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 provisions ofTokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
2. 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 Outside
Director candidates, Mr. Hitoshi Yoshida and Mr. Yasuharu Takamatsu. When the relevant Outside Director has acted in goodfaith and has not been grossly negligent in performing his duties, he will be responsible for such liability to the extent of theliability amount set forth in Article 425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Bank plans toenter into the same liability limitation agreement with each Outside Director candidate upon their reappointment at this General
Meeting of Shareholders.

10Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
The terms 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 this Substitute Audit & Supervisory Board Member is as follows:

Name(Date of birth)

Past experience, positions and responsibilities at the Bank

2000 Registered as Attorney at Law (Saitama
Prefecture)(Outside Director)
Joined Shimizu Sogo Law Office(Independent Officer Oct.
2005 Registered as Attorney at Law (Aichi(planned))
Prefecture)Oct.
2008 Registered as Patent Attorney
Akitsuyu Ogawa
Apr.
2009 Joined Keimei Law Office (Partner)(Jul. 3, 1971)
May
2013 Sakura Godo/Sakura International Patent Law
Firm (Partner)(current position)
Significant concurrent positions:
Sakura Godo/Sakura International Patent Law Firm (Partner)
Associate Professor, MBA Program, Nagoya University of Commerce & 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 and knowledge,
he can be expected to perform audits on the legitimacy of Directors’ duties, etc.
accurately, fairly and efficiently. The Bank, therefore, requests his election as
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 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 to enter into anagreement limiting their liability to the amount specified by laws and regulations so that they can fully perform their expected roles.
The Bank has entered into a liability limitation agreement based on Article 423, Paragraph 1 of the Companies Act with Outside Audit &Supervisory Board Members. When the relevant Outside Audit & Supervisory Board Member has acted in good faith and has not beengrossly negligent in performing his duties, he will be responsible for such liability to the extent of the liability amount set forth in Article
425, Paragraph 1, Item 1 (c) of the Companies Act under the agreement. The Bank plans to enter into the same liability limitationagreement with Mr. Akitsuyu Ogawa upon his appointment as Audit & Supervisory Board Member at this General Meeting of
Shareholders.

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