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 damage arising from the translations.

(Securities Code: 8338)
June 5, 2024
(Electronic Provision Measures Commencement Date: May 28, 2024)
To Shareholders with Voting Rights:
Masahiko Ikuta
President
Tsukuba Bank, Ltd.
2-11-7 Chuo, Tsuchiura City,
Ibaraki Prefecture, JapanNOTICE OF CONVOCATION OF
THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 100th Annual General Meeting of Shareholders of The Tsukuba
Bank, Ltd. (the “Bank”) will be held for the purposes as described below, and cordially invite you to themeeting.
In convening this General Meeting, the Bank has provided information electronically, and the matters to beprovided electronically are posted on the following website.
The Bank’s website: https://www.tsukubabank.co.jp/ (only available in Japanese)
Please access the Bank’s website mentioned above, and select “To Shareholders and Investors” and“General Meeting of Shareholders” in this order to confirm the information.
In addition to the above, the information is posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above-mentioned website, enter the Bank’s name or securities code for search, andselect “Basic information” and “Documents for public inspection/PR information” in this order to checkthe information.
If you do not attend the meeting, you can exercise your voting rights in writing by submitting the Voting
Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the General
Meeting of Shareholders (included in the matters to be provided electronically) and exercise your voting
rights no later than 5:00 p.m. Japan time on Tuesday, June 25, 2024 by following the instructions described
below.

1

1. Date and Time:

Wednesday, June 26, 2024 at 10 a.m. Japan time

2. Place:

10F, Main Conference Room, Headquarter Building of the Bank, 1-7 Takezono,
Tsukuba City, Ibaraki Prefecture, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 100th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 100th Fiscal Year (from
April 1, 2023 to March 31, 2024) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit and Supervisory
Committee
Proposal to be resolved:
Proposal No. 1: Election of Seven (7) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 2: Election of One (1) Director Serving as Audit & Supervisory Committee
Member◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the Bank’s headquarter building on the day of the meeting for confirmation.
◎ For this meeting, the Bank has sent uniformly the paper copy including the matters to be provided
electronically to all shareholders, irrespective of whether there was a request for delivery of the paper
copy, but this paper copy does not contain the following matters in accordance with laws and regulations aswell as the Articles of Incorporation of the Bank. The Audit and Supervisory Committee and the
Accounting Auditor have audited the documents subject to audit, including the following matters.
 8. The Systems to Ensure the Appropriateness of Operations and Outline of the Operational Status of the
Systems in the Business Report for the Bank’s 100th Fiscal Year (from April 1, 2023 to March 31, 2024)
 Non-consolidated Statements of Changes in Equity and Notes to the Non-consolidated Financial Statements
 Consolidated Statements of Changes in Equity and Notes to the Consolidated Financial Statements◎ Any amendments to the matters to be provided electronically will be posted on each website wherethese matters are posted.

2

Exercise of Voting Rights
Exercise of Voting Rights via the Internet
Voting Deadline: 5 p.m., Tuesday, June 25, 2024, Japan Time
Please access the Bank’s designated voting website (https://soukai.mizuho-tb.co.jp/) using the “Voting
Rights Exercise Code” and “Password” indicated on the Voting Rights Exercise Form, follow the
instructions on the voting website, and indicate your vote for or against the proposal by the voting
deadline.
Exercise of Voting Rights in Writing
Voting Deadline: 5 p.m., Tuesday, June 25, 2024, Japan Time
Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form andreturn it so that it is received by the voting deadline. If there is no indication of a vote for or against a
specific proposal on the Voting Rights Exercise Form, it shall be deemed as an indication of approval tosuch proposal.
Exercise of Voting Rights by Attending the Meeting in Person
Date and Time: 10 a.m., Wednesday, June 26, 2024, Japan Time
Please bring this “Notice of Convocation” to the meeting venue and submit the enclosed “Voting Rights
Exercise Form” at the reception desk.
If you wish to exercise your voting rights by proxy, the proxy shall be limited to other shareholders withvoting rights of the Bank. Only one proxy may be appointed.
Handling of Duplicate Voting If you vote both in writing and via the Internet, only your vote placed via the Internet will be valid.
 If you submit your vote multiple times via the Internet, only the last vote will be valid.
 Platform for Electronic Exercise of Voting Rights
If nominee shareholders such as trust and custody services banks, etc. (including standing proxies) makeprior application to use “Electronic Voting Platform” operated by ICJ, Inc., such shareholders may use
the said platform.

3

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Seven (7) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
As the terms of office of all seven (7) current Directors (excluding Directors serving as Audit andSupervisory Committee Members; the same applies hereinafter in this Proposal) will expire at the conclusionof this Annual General Meeting of Shareholders, the election of seven (7) Directors is proposed.
The selection of the candidates has been determined by the Board of Directors upon hearing the opinionsof the Nomination Advisory Committee, which is composed of Outside Officers.
The Audit and Supervisory Committee considered this proposal, but there were no special matters to bestated in accordance with the Companies Act.
The candidates are as follows.
No.

Name

Sex

Current positions at
the Bank

Attendance at theBoard of Directors
meetings

Male

President

16/16 (100%)

1

Reappointment

Masahiko Ikuta

2

Reappointment

Satoru Shinohara Male

3

Reappointment

Tatsuro Seo

4

Reappointment

Kenichi Kikuchi Male

5

Reappointment

Tsuyoshi Okano Male6

New candidate

Hiroshi Kohata

7

New candidate

Hitoshi Saito

Senior Executive
Managing Director
Executive Managing
Director
Executive Managing
Director
Executive Managing
Director
Senior Executive
Officer

Male

Male
Male

Candidate for
Outside Director
Independent
Director

16/16 (100%)
16/16 (100%)
16/16 (100%)
16/16 (100%)-/- (-%)

Outside Director
Audit and Supervisory 10/12 (83%)
Committee Member

Note: The attendance at the Board of Directors meetings for Mr. Hitoshi Saito is for the meetings held after his assumption of office as Outside
Director serving as Audit and Supervisory Committee Member.

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Apr.

1

1984 Joined the Kanto Bank, Limited
2006 General Manager, Ishioka Branch, the Kanto Tsukuba Bank,
LimitedJul.
2007 Deputy General Manager, General Planning Division, theKanto Tsukuba Bank, LimitedMar.
2010 Deputy General Manager, General Planning Division,
General Manager, Computer Systems Joint
Development Office, the Bank
General Manager, Kamisu Branch, Senior Chief Assistant,
Aug.
2010
Masahiko Ikuta
Business Headquarters, the Bank
(Oct. 12, 1960)
Jul.
2012 Executive Officer, General Manager, General Planning
Division, the Bank
Reappointment
Apr.
2014 Senior Executive Officer, General Manager, General
Planning Division, the Bank
Apr.
2015 Senior Executive Officer, Executive General Manager,
Business Headquarters, the Bank
Jun.
2015 Director, Executive General Manager, Business
Headquarters, the Bank
Apr.
2016 Executive Managing Director, the Bank
Jun.
2018 Vice-President, the Bank
Jun.
2019 President, the Bank (current position)[Reasons for selection as candidate for Director]
After having supervised divisions such as the corporate planning division and sales division, Mr.
Masahiko Ikuta assumed the office as Director in June 2015. Since then, he has supervised
divisions such as the administrative division and audit division, possessing a wealth of experienceand ample knowledge. He has served as Representative Director and Deputy President of the
Bank since June 2018, appropriately fulfilling these duties and responsibilities, and was appointed
the current position of President in June 2019. Since the appointment, he has continued to exercise
strong leadership to move the entire Bank forward, engaging in structural reform andimprovement of corporate value. By continuing to utilize these experiences and knowledge, he
has been judged as a person that can be expected to strengthen effectiveness of the Board of
Directors’ decision-making and supervisory functions, and was thus selected as a candidate for
Director.

5

Number ofcommonshares of the
Bank held

129,862
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Apr.

2

1985 Joined the Kanto Bank, Limited
2005 General Manager, Yatabe Branch, the Kanto Tsukuba Bank,
LimitedOct.
2007 Deputy General Manager, Corporate Division, the Kanto
Tsukuba Bank, LimitedMar.
2010 Deputy General Manager, Business Supervisory Division
and General Manager, Asset Management Office,the Bank
Oct.
2010 General Manager, Chikusei Branch, the Bank
Jul.
2012 Executive Officer, General Manager, Chikusei Branch,
General Manager, Shimodate Branch, the Bank
Nov.
2012 Executive Officer, Deputy Executive General Manager,
Business Headquarters, the Bank
Apr.
2014 Senior Executive Officer, Deputy Executive General
Manager, Business Headquarters, the Bank
Apr.
2015 Senior Executive Officer, General Manager, Marketing
Promotion Division, Executive General Manager, Regional
Headquarters, the Bank
Satoru Shinohara Jul.
2015 Managing Executive Officer, General Manager, Marketing(Apr. 22, 1961)
Promotion Division, Executive General Manager, Regional
Headquarters, the Bank
Reappointment
Oct.
2015 Managing Executive Officer, General Manager, Marketing
Promotion Division, the Bank
Apr.
2016 Managing Executive Officer, Executive General Manager,
Business Headquarters, the Bank
Jun.
2016 Director, Executive General Manager, Business
Headquarters, the Bank
Jun.
2017 Executive Managing Director, Executive General Manager,
Business Headquarters, the Bank
Jun.
2018 Senior Executive Managing Director, Executive General
Manager, Business Headquarters, the Bank
Apr.
2019 Senior Executive Managing Director in charge of Personnel
and General Affairs Division, Administrative Supervisory
Division and Centralized Operation Division, the Bank
Jun.
2020 Representative Director and Senior Executive Managing
Director in charge of Personnel and General Affairs
Division, the Bank
Jun.
2022 Representative Director and Senior Executive Managing
Director in charge of Loan Supervision Division, the Bank
(current position)[Reasons for selection as candidate for Director]
After having supervised divisions such as the sales division, Mr. Satoru Shinohara assumed theoffice as Director in June 2016. Since then, he has supervised divisions such as the personnel andgeneral affairs division, administrative division, and loan supervision division, possessing a
wealth of experience and ample knowledge. He has served as Senior Executive Managing
Director of the Bank since June 2018, and currently serves as the Representative Director andSenior Executive Managing Director sinceJune 2020, fulfilling these duties and responsibilities.
By utilizing these insights, he has been judged as a person that can contribute to the managerial
perspective based on high managerial capability to improve the Board of Directors’ decisionmaking and supervisory functions, and was thus reselected as a candidate for Director.

6

Number ofcommonshares of the
Bank held

94,157
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Jul.

3

1986 Joined the Kanto Bank, Limited
2005 General Manager, Omika Branch, the Kanto Tsukuba Bank,
LimitedOct.
2007 General Manager, Hitachinaka Branch, the Kanto Tsukuba
Bank, LimitedMar.
2010 General Manager, Hitachinaka Branch, the Bank
Oct.
2011 General Manager, Hitachi Branch, the Bank
Apr.
2013 General Manager, Loan Supervision Division, the Bank
Apr.
2014 Executive Officer, General Manager, Loan Supervision
Division, the Bank
Oct.
2015 Executive Officer, Area Manager Tsuchiura, General
Tatsuro Seo
Manager, Honten Branch, and General Manager,(Aug. 28, 1963)
Tsuchiuraekimae Branch, the Bank
Apr.
2016 Senior Executive Officer, Area Manager Tsuchiura, General
Reappointment
Manager, Honten Branch, and General Manager,
Tsuchiuraekimae Branch, the Bank
Jun.
2017 Director, Area Manager Tsuchiura, General Manager,
Honten Branch, and General Manager, Tsuchiuraekimae
Branch, the Bank
Jun.
2018 Executive Managing Director in charge of General Planning
Division and Secretariat, the Bank
Jun.
2022 Executive Managing Director, Appointed as Executive
General Manager, Business Headquarters, the Bank
Apr.
2024 Executive Managing Director in charge of Financial
Markets Division, the Bank (current position)[Reasons for selection as candidate for Director]
After having supervised divisions such as the loan supervision division, Mr. Tatsuro Seo has
assumed the office as Director in June 2017. Since then, he has supervised divisions such as thecorporate planning division and sales division, possessing a wealth of experience and ample
knowledge. By utilizingthese insights, he has been judged as a person that can contribute to the
managerial perspective as a member of the Board of Directors with diverse specialty andcompetence for the management ofthe Bank, and was thus reselected as a candidate for Director.

7

Number ofcommonshares of the
Bank held

64,500sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Apr.

4

1985 Joined the Kanto Bank, Limited
2008 Assistant General Manager, General Planning Division, theKanto Tsukuba Bank, LimitedMar.
2010 Deputy General Manager, General Planning Division, the
Bank
Apr.
2013 General Manager, Systems Supervisory Division, the Bank
Apr.
2015 General Manager, Administrative Supervisory Division, the
Bank
Apr.
2017 Executive Officer, General Manager, Administrative
Kenichi Kikuchi
Supervisory Division, the Bank
(Oct. 8, 1962)
Apr.
2019 Senior Executive Officer, General Manager, Administrative
Supervisory Division, the Bank
Reappointment
Jun.
2020 Director in charge of Administrative Supervisory Division,
Centralized Operation Division, the Bank
Jun.
2022 Director, Appointed as Executive General Manager,
Administrative Headquarters, the Bank
Jun.
2023 Executive Managing Director, Appointed as Executive
General Manager, Administrative Headquarters, and in
charge of Risk Supervisory Division, the Bank (current
position)[Reasons for selection as candidate for Director]
Mr. Kenichi Kikuchi has a track record of supervising systems and administrative affairs before
being appointed as Director in June 2020. In addition, he possesses a wealth of experience in thearea of budgetary accounting, which he gained through his earlier career in the corporate planning
division, and high levels of expertise related to advancing financial information technology. Byutilizing these broad insights, he has been judged as a person that can contribute to the managerial
perspective as a member of the Board of Directors with diverse specialty and competence for the
management of the Bank, and was thus reselected as a candidate for Director.

8

Number ofcommonshares of the
Bank held

42,600sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Mar.
Apr.
Oct.

5

1988
2010
2011
2011

Joined the Ibaraki Mutual Bank, Limited
Assistant General Manager, Personnel Division, the Bank
Deputy General Manager, Personnel Division, the Bank
General Manager, Omika Branch, and General Manager,
Omikaekimae Branch, the Bank
Jul.
2013 Senior Chief Assistant, General Planning Division, the Bank
Apr.
2014 General Manager, Public Relations Office, General Planning
Division, the Bank
Deputy General Manager, General Planning Division, the
Apr.
2016
Tsuyoshi Okano
Bank(Feb. 21, 1966)
Apr.
2017 General Manager, General Planning Division, the Bank
Jul.
2018 Executive Officer, General Manager, General Planning
Reappointment
Division, the BankJul.
2020 Senior Executive Officer, General Manager, General
Planning Division, the Bank
Jun.
2022 Director, General Manager, General Planning Division, the
Bank
Jul.
2022 Director in charge of General Planning Division, the Bank
Jun.
2023 Executive Managing Director in charge of General Planning
Division and Personnel and General Affairs Division, theBank (current position)[Reasons for selection as candidate for Director]
Mr. Tsuyoshi Okano has a track record of supervising the corporate planning division before
being appointed as Director in June 2022. Since then, he continued to supervise divisions such as
the corporate planning division and personnel and general affairs division, from which he gained
abundant business experience and broad-based capabilities. By utilizing these insights, he has
been judged as a person that can contribute to the managerial perspective as a member of theBoard of Directors with diverse specialty and competence for the management of the Bank, andwas thus reselected as a candidate for Director.

9

Number ofcommonshares of the
Bank held

28,357
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Mar.
Jan.
Mar.
Oct.
Jul.
Apr.
Apr.

6

1987
2010
2010
2011
2014
2017
2019

Joined the Toyo Mutual Bank, Limited
Secretary in Secretariat, the Kanto Tsukuba Bank, Limited
Secretary in Secretariat, the Bank
General Manager, Mitsukaido Branch, the Bank
General Manager, Shimotsuma Branch, the Bank
General Manager, Chikusei Branch, the Bank
Executive Officer, Area Manager Tsukuba, General
Manager, Tsukuba Branch, and General Manager,
Matsushiro Branch, the Bank
Aug.
2019 Executive Officer, Area Manager Tsukuba, General
Hiroshi Kohata
Manager, Tsukuba Branch, General Manager, Matsushiro(Oct. 16, 1968)
Branch, and General Manager, Gakuennamiki Branch, the
Bank
Nov.
2020 Executive Officer, Area Manager Tsukuba, General
New candidate
Manager, Tsukuba Branch, General Manager, Matsushiro
Branch, General Manager, Gakuennamiki Branch, andGeneral Manager, Tsukubakita Branch, the Bank
Jul.
2022 Executive Officer, General Manager, General Planning
Division, the Bank
Jul.
2023 Senior Executive Officer, General Manager, General
Planning Division, the Bank
Oct.
2023 Senior Executive Officer, General Manager, General
Planning Division, and General Manager, Future Creation
Office, the Bank (current position)[Reasons for selection as candidate for Director]
Mr. Hiroshi Kohata has a track record in the positions including Secretary, General Manager of
Chikusei Branch, Executive Officer, Area Manager Tsukuba, General Manager, Tsukuba Branch,and Senior Executive Officer and General Manager of General Planning Division from which hegained abundant business experience and broad-based capabilities. He has been judged as aperson that can contribute to the managerial perspective as a member of the Board of Directors by
utilizing his knowledge and experience especially accumulated in the sales branch and corporate
planning division, and as a necessary talent like no other for the Board of Directors, and was thus
selected as a new candidate for Director.

10

Number ofcommonshares of the
Bank held

25,230sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Apr.

7

1985 Joined The Koa Fire & Marine Insurance Co., Ltd.
2009 General Manager, Hamamatsu Branch, NIPPONKOA
Insurance Company, Limited
Apr.
2012 General Manager, Ibaraki Branch, NIPPONKOA Insurance
Company, Limited
Apr.
2013 General Manager, Ibaraki Automotive and Corporate
Clients Business Department, NIPPONKOA Insurance
Company, LimitedApr.
2014 General Manager, Yokohama Bayside Branch,
NIPPONKOA Insurance Company, Limited
Hitoshi Saito
General Manager, Yokohama Bayside Branch, Sompo
Sep.
2014
(May 27, 1961)
Japan Nipponkoa Insurance Inc. (currently Sompo Japan
New candidate
Insurance Inc.)
Apr.
2016 Director, General Manager, Yokohama Bayside Branch,
Candidate for
Sompo Japan Nipponkoa Insurance Inc.
Outside Director
Apr.
2017 Executive Officer, General Manager, Nishi-Tokyo Branch,
Sompo Japan Nipponkoa Insurance Inc.
Independent
Director
Mar.
2019 Resigned from Sompo Japan Nipponkoa Insurance Inc.
Mar.
2019 Vice President and Representative Director, Nagoya Hilton
Co., Ltd.
Mar.
2023 Resigned from Nagoya Hilton Co., Ltd.
Jun.
2023 Senior Managing Director (full-time), SOMPO WELFARE
FOUNDATION (current position)Jun.
2023 Outside Audit & Supervisory Board Member, MysuranceCo., Ltd. (current position)Jun.
2023 Outside Director serving as Audit and Supervisory
Committee Member, the Bank (current position)[Reasons for selection as candidate for Outside Director and overview of roles expected to fulfill]
Mr. Hitoshi Saito worked for insurance companies over many years, serving as Director andExecutive Officer, as well as Vice President and Representative Director of a hotel operatingcompany and other positions, and possesses a wealth of experience and broad insight as acorporate manager. By utilizing his experiences and knowledge, he has fulfilled these duties andresponsibilities as Outside Director serving as Audit and Supervisory Committee Member sinceJune 2023. He has been judged as a person that can be expected to provide precise advice andcheckingfunctions, etc. on overall management of the Bank from a corporate manager’s
perspective, and was thus selected as a candidate for Outside Director.

Number ofcommon sharesof the Bank
held

3,200

(Notes) 1. There is no special interest between the candidates and the Bank.
2. Mr. Hitoshi Saito is a candidate for Outside Director.
3. Mr. Hitoshi Saito has been registered as Independent Director with the Tokyo Stock Exchange, pursuant to theprovisions stipulated by the Tokyo Stock Exchange. If his election is approved as proposed, he will continue to beregistered as Independent Director.
4. Mr. Hitoshi Saito is currently Outside Director serving as Audit and Supervisory Committee Member of theBank, and his term of office as Outside Director will be one (1) year as of the conclusion of this Annual General
Meeting of Shareholders.
5. About liability limitation agreements with Outside Directors
With respect to the liability provided for in Article 423, Paragraph 1 of the Companies Act, the Bank stipulates that
Outside Directors shall be liable for damages caused in the course of their duties up to the minimum liability amountas stipulated by Article 425, Paragraph 1 of the Companies Act in the event that their actions are in good faith andwithout gross negligence.
If the election of the Outside Director is approved at this General Meeting, the Bank plans to enter intosuch agreements with the Outside Director.
6. Directors and officers liability insurance for Directors (excluding Directors serving as Audit and Supervisory
Committee Members)
The Bank has concluded a directors and officers liability insurance policy with an insurance company provided forunder Article 430-3, Paragraph 1 of the Companies Act. The insurance policy shall cover legal expenses,
compensation for damages, and other losses to be borne by the insureds. Candidates for Directors shall be included
among the insureds under the policy. The Bank plans to renew this insurance policy under the same conditions at
the time of the next renewal.

11Proposal No. 2: Election of One (1) Director Serving as Audit & Supervisory Committee Member
As the current Director Serving as Audit & Supervisory Board Member Hitoshi Saito will resign at theconclusion of this Annual General Meeting of Shareholders, the election of one (1) Director Serving as Audit& Supervisory Committee Member is proposed as a substitute.
The term of office of Director Serving as Audit & Supervisory Committee Member elected at theconclusion of this Annual General Meeting of Shareholders will be until the end of the term of office of theretired Director Serving as Audit & Supervisory Committee Member pursuant to the Articles ofIncorporation of the Bank.
The selection of the candidate has been determined by the Board of Directors upon hearing the opinionsof the Nomination Advisory Committee, which is composed of Outside Officers.
The Bank has obtained approval for this proposal by the Audit and Supervisory Committee.
The candidate is as follows.
Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positionsOct.

1986 Joined Minato Audit Corporation (currently Ernst & Young
ShinNihon LLC)
Mar.
1990 Registered as a certified public accountant
Jun.
2003 Resigned from ShinNihon Co. (currently Ernst & Young
ShinNihon LLC)
Jun.
2003 Joined KPMG AZSA & Co. (currently KPMG AZSA LLC)
Dec.
2004 Resigned from KPMG AZSA & Co. (currently KPMG
AZSA LLC)
Jan.
2005 Joined ShinNihon Co. (currently Ernst & Young ShinNihon
LLC)
Employee (Partner), ShinNihon Co. (currently Ernst &
Jun.
2006
Reiko Matsuda
Young ShinNihon LLC)
(Feb. 19, 1961)
Jun.
2017 Resigned from ShinNihon LLC (currently Ernst & Young
New candidate
ShinNihon LLC)
Jul.
2017 Appointed to Deputy Chief Reviewer, Quality Control
Candidate forCommittee, Self-Regulation and Business Headquarters,
Outside Director
The Japanese Institute of Certified Public Accountants
Appointed to Chief Reviewer, Quality Control Committee,
Jul.
2019
Independent
Self-Regulation Headquarters, The Japanese Institute of
Director
Certified Public AccountantsJun.
2022 Resigned from Chief Reviewer, Quality Control Committee,
Self-Regulation Headquarters, The Japanese Institute ofCertified Public AccountantsJul.
2022 Appointed to Technical Director, Self-Regulation
Headquarters, The Japanese Institute of Certified Public
AccountantsJun.
2023 Resigned from Technical Director, Self-Regulation
Headquarters, The Japanese Institute of Certified Public
AccountantsJun.
2024 Scheduled to be appointed to Outside Audit & Supervisory
Board Member, Sumitomo Riko Company Limited[Reasons for selection as candidate for Outside Director Serving as Audit & Supervisory
Committee Member and overview of roles expected to fulfill]
Ms. Reiko Matsuda worked as a certified public accountant for major auditing firms and The
Japanese Institute of Certified Public Accountants over many years, and took on important
responsibilities as a partner at the audit firm. She also served as Chief Reviewer of Quality
Control Committee at The Japanese Institute of Certified Public Accountants. She possesses a
wealth of experience and deep insight in a wide range of fields as a financial accounting expert.
By utilizing her experiences and knowledge, she has been judged as a person that can be
expected to conduct precise audit and supervision of overall management, and was thus selected
as a candidate for Outside Director serving as Audit and Supervisory Committee Member.

12

Number ofcommon sharesof the Bank
held―

(Notes) 1. There is no special interest between the candidate and the Bank.
2. Ms. Reiko Matsuda is a new candidate for Outside Director serving as Audit and Supervisory Committee Member.
3. Ms. Reiko Matsuda satisfies the “Standards for Independence of Independent Officers” provided by the Bank, andon the condition that this proposal is approved and passed, she will be registered as Independent Director with theTokyo Stock Exchange, pursuant to the provisions stipulated by the Tokyo Stock Exchange.
4. About liability limitation agreements with Outside Directors
With respect to the liability provided for in Article 423, Paragraph 1 of the Companies Act, the Bank stipulates that
Outside Directors shall be liable for damages caused in the course of their duties up to the minimum liability amountas stipulated by Article 425, Paragraph 1 of the Companies Act in the event that their actions are in good faith andwithout gross negligence.
If Ms. Reiko Matsuda is elected at this General Meeting, the Bank plans to enter into the same agreementwith her.
5. Directors and officers liability insurance for Directors serving as Audit and Supervisory Committee Members
The Bank has concluded a directors and officers liability insurance policy with an insurance company provided forunder Article 430-3, Paragraph 1 of the Companies Act. The insurance policy shall cover legal expenses,
compensation for damages, and other losses to be borne by the insureds. Candidates for Directors shall be included
among the insureds under the policy. The Bank plans to renew this insurance policy under the same conditions at
the time of the next renewal.

13

<Reference>

Standards for Independence of Independent Officers

In principle, the Bank judges the Outside Officers to be independent if they do not correspond to any of
the following conditions.
1. Executive Directors, Executive Officers, General Managers of branches or other employees (allemployees) of the Bank, its subsidiary companies, or affiliated companies, or those who corresponded
thereto during the past ten (10) years.
2. Counterparties to major transactions (note 1) with the Bank or their executives if such counterpartiesare corporations, etc., or those who corresponded thereto during the past five (5) years.
3. The Bank’s major business partners (note 1) or their executives if such business partners arecorporations, etc., or those who corresponded thereto during the past five (5) years.
4. The Bank’s current or recent (note 2) major shareholders (note 3) or their executives if suchshareholders are corporations, etc.
5. Consultants, accounting professionals, legal professionals or the like, who received from the Bank or its
subsidiary or affiliated companies revenues totaling 10 million yen or more per year on average inmonetary or other assets during the past three (3) years, other than officer remuneration from the Bank,or those who are expected to receive such revenue in the future.
6. Current or recent (note 2) Partners or employees engaged in the Bank’s audits at the Bank’s Accounting
Auditor.
7. Executives of organizations that receive or expect to receive in the future donations exceeding a certain
amount (note 4) from the Bank.
8. Close relatives (note 6) of the following persons (excluding unimportant persons (note 5)).
 Persons corresponding to (2) to (7) above.
 Executive Directors, Executive Officers, General Managers of branches or other employees (allemployees) of the Bank, its subsidiaries or affiliated companies, or persons who corresponded
thereto during the past five (5) years.
(Note 1) Definition of “counterparties to major transactions”:
A counterparty to a transaction that represents 1% or more of annual consolidated grosssales (annual consolidated gross profit in the case of the Bank) in each of the three (3)business years including the most recent business year.
(Note 2) Definition of “recent”:
Judged on the basis of within one (1) year prior to appointment.
(Note 3) Definition of “major shareholders”:
Shareholders who hold shares in the Bank that represent 10% or more of the total voting
rights.
(Note 4) Definition of “donations exceeding a certain amount”:
Donations that exceed the larger of either 10 million yen on average over the past three (3)years, or 2% of the organization’s total earnings or ordinary profit.
(Note 5) Definition of “unimportant persons”:
Company officers, employees holding a department manager or higher position, certified
public accountants or attorneys working at accounting firms or law offices, etc. are defined
as “important persons,” while all other persons are defined as “unimportant persons.”(Note 6) Definition of “close relatives”:
Relatives within two degrees of kinship.

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The Board of Directors of the Bank believes that it is necessary to secure persons, as members of theBoard of Directors, who are well versed in the Bank’s operations and issues, as well as highly
knowledgeable and experienced in their respective fields of expertise in order to effectively fulfill the roles
and responsibilities of the Board of Directors of the Bank and to ensure effective supervision of businessexecution.
The Board of Directors also believes that it is important to ensure the diversity of knowledge, experience,and competence of the members comprising the Board of Directors in order to implement the Corporate
Philosophy and realize the Medium-term Management Plan.
The areas in which Inside Directors (including the candidates) have specialties and experience, as well as
the areas in which Outside Directors (including the candidates) are particularly expected to have specialties
and experience, are as follows:[Skill Matrix of Directors]
Areas in which Outside Directors are
particularly expected to havespecialties and experience
Gender
Legal
Sales/(Sex)
Risk
Personnel
Corporateaffairs/ Finance/
Management
MarketCore Corporate SustainaIT/managemanagemanage- Financing Risk Accountstrategies
operationbusiness review
bilityDigital
ment
ment
ment
manageing
supportment
Areas in which Inside Directors have specialties and experience

Name

Masahiko
Male
●
●
●
●
●
Ikuta
Satoru
Male
●
●
●
●
●
Shinohara
TatsuroDirectors
Male
●
●
●
●
Seo
who are not
Kenichi
Audit and
Male
●
●
●
Supervisory Kikuchi
Committee Tsuyoshi
Male
●
●
●
Members
Okano
HiroshiMale●●
KohataHitoshi
Outside
Male
●
●
Saito
Satoshi
Male
●
●
●
●
Ozaki
Norie
Directors
OutsideFemale●Yokoi
serving as
Daisuke
Audit andOutsideMale●●
Supervisory
Suzuki
Committee Junichiro
OutsideMale●●●
Members
Seo
Reiko
OutsideFemale●●Matsuda*The skill matrix does not represent all the knowledge and experience possessed by each individual.
- For Inside Directors, areas are selected in which they can particularly demonstrate specialties based on their experience, etc.
- For Outside Directors, areas are selected in which they are particularly expected to demonstrate specialties based on their qualifications and theirexperience, knowledge, and competence at other companies.

End

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