Toho Bank, Ltd.TSE: 8346

Notice of convocation of the 121th annual general meeting of shareholders

· Issued by Toho Bank, Ltd.

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 other forms of damages arising from the translations.

(Securities Code: 8346) June 3, 2024 (Date of commencement of electronic provision measures: May 27, 2024)

To Shareholders with Voting Rights:

Minoru Sato

President

The Toho Bank, Ltd.

3-25, Ohmachi, Fukushima City,

Fukushima, Japan

NOTICE OF CONVOCATION OF

THE 121ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce that the 121st Annual General Meeting of Shareholders of The Toho Bank, Ltd. (hereinafter the "Bank") will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Bank provides electronically the Reference Documents Concerning the Annual General Meeting of Shareholders and other information (matters subject to the electronic provision measures) as the "Notice of the Convocation of the 121st Annual General Meeting of Shareholders (Access Notification)," "Notice of the Convocation of the 121st Annual General Meeting of Shareholders (Document Provision)" and "Notice of the Convocation of the 121st Annual General Meeting of Shareholders (Matters for Which Document Provision is Omitted)" on the Bank's website. Please access the following website to check the information.

The Bank's Website https://www.tohobank.co.jp/company/ir/stocks/sokai.html

The matters subject to the electronic provision measures are posted also on the website of the Tokyo Stock Exchange (TSE) as well as the above website. If you are unable to access the Bank's website, please access the following TSE website (Listed Company Information Service) and enter the issue name "Toho Bank" or securities code "8346" to search, and select "Basic Information" and "Documents for Public Inspection/PR Information" and check the information.

TSE website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you choose not to physically attend the meeting, you can exercise your voting rights via the Internet or in writing by returning the enclosed Voting Rights Exercise Form. Please review the Reference Documents for the General Meeting of Shareholders of the matters subject to the electronic provision measures and exercise your voting rights by one of the following methods by Tuesday, June 25, 2024 at 5:30 p.m. Japan time.

■ Exercise of Voting Rights via the Internet.

Please review the matters subject to the electronic provision measures, access the voting rights exercise website (https://evote.tr.mufg.jp/) designated by the Bank on PC or smartphone, and vote for or against for each of the proposals by following the on-screen instructions.

■ Exercise of Voting Rights in Writing (via Mail)

Please indicate your vote for or against each of the proposals on the enclosed "Voting Rights Exercise Form" and return it so that it is received by the voting deadline.

1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. Japan Standard Time (reception begins at 9:00 a.m.)

2. Place:

8F, Main Conference Room, Head Office of the Bank, 3-25, Ohmachi,

Fukushima City, Fukushima, Japan

(Congestion is expected immediately before the meeting begins. It is requested

to arrive early.)

3. Meeting Agenda:

Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the

Bank's 121st Fiscal Year (from April 1, 2023 to March 31, 2024)

2. Consolidated Financial Statements for the Bank's 121st 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

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Six (6) Directors other than Directors serving as Audit and Supervisory Committee Members

Proposal No. 3: Election of Four (4) Directors serving as Audit and Supervisory Committee Members

End

Disclosure via the Internet

  1. Among the matters subject to the electronic provision measures, the following matters are not stated in the documents to be delivered to shareholders who make request for the delivery of hard copies, in accordance with the relevant laws and regulations and the Article of Incorporation of the Bank. However, the Audit and Supervisory Committee Members and Accounting Auditor have audited the documents subject to audit including the following matters.
    1. Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements
    2. Non-consolidatedStatement of Changes in Net Assets and Notes to Non-consolidated Financial Statements
  3. If you exercise your voting rights both by the method of exercising voting rights via the Internet and by the method of exercising voting rights in writing by mail, the exercise of voting rights by the method of exercising voting rights via the Internet shall prevail. If you exercise your voting rights multiple times via the Internet, the vote made last shall prevail.
  4. If no indication of approval or disapproval is made on the Voting Rights Exercise Form, it will be treated as an indication of approval of the Bank's proposal.
  • In the event of any modification to the matters subject to the electronic provision measures, the Bank will inform of the matter and post the items before and after the modification on the Bank's website and the TSE's website.
  • The Bank has stopped giving out souvenirs to shareholders attending the Annual General Meeting of Shareholders starting in 2018. We would like to ask for your understanding in this matter.

Exercise of Voting Rights

If you decide not to physically attend the meeting, you can exercise your voting rights in writing (via mail) or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

If physically attending the General Meeting of Shareholders

Exercise by physically attending the meeting

Please submit the enclosed Voting Rights Exercise Form to the receptionist at the venue of the General Meeting of Shareholders.

On the day of the meeting, please bring this notice of convocation with you.

Date and time of General Meeting of Shareholders: Wednesday, June 26, 2024 at 10:00 a.m. Japan Standard Time

If exercising your voting rights in advance

Exercise via the Internet, etc.

Please access the voting website to exercise your voting rights.

  • Please refer to the following page for details.

Exercise deadline: Tuesday, June 25, 2024, at 5:30 p.m. Japan Standard Time

Exercise in writing (via mail)

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by the exercise deadline.

  • If there is no indication for or against the proposals, your vote will be deemed to be for the proposals. Exercise deadline: Tuesday, June 25, 2024, at 5:30 p.m. Japan Standard Time

How to fill in the Voting Rights Exercise Form Please detach this section and return it by mail. Please indicate your vote for or against each proposal.

If you submit the form without indicating your vote for or against the proposals, your vote will be deemed to be for the proposals.

Login ID / Temporary Password

The "Login ID" and "Temporary Password" required for exercising voting rights via the Internet are indicated here.

If you physically attend the meeting on the day of the meeting, please note that the content of your advance exercise will be considered withdrawn.

Guidance for the Exercise of Voting Rights via the Internet

If using a smartphone: Method by scanning the QR Code

You can log into the voting website by scanning the "Login QR Code" without entering the "Login ID" and "Temporary Password."

  1. Scan the QR Code.
    With your smartphone, please scan the "Login QR Code" printed on the side slip (right side) of the enclosed Voting Rights Exercise Form.
  2. Select the method to exercise your voting rights.
    The exercise method selection screen is displayed. Please select a method to exercise your voting rights.
  3. Select approval or disapproval for each proposal.
    Please select your vote for or against each of the proposals by following the on-screen instructions.

For institutional investors

If you have registered ahead of time to utilize the Electronic Voting Rights Platform operated by ICJ, Inc., voting rights may be exercised via said Electronic Voting Rights Platform.

Duplicate Exercise of Voting Rights

  • 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 most recent vote will be valid.
  • If you submit in duplicate via computer or smartphone, only the most recent vote will be valid.

Method by entering Login ID and Temporary Password

1 Access the voting rights exercise website.

Voting rights exercise website: https://evote.tr.mufg.jp/

  1. Enter the "Login ID" and "Temporary Password" indicated on the side slip (right side) of your enclosed Voting Rights Exercise Form.
    Click "Login"
  2. From here, please vote for or against the proposals by following the on-screen instructions.

Notes on use

  1. Voting rights exercise website
    1. You can exercise your voting rights via the Internet by accessing the voting rights exercise website (https://evote.tr.mufg.jp/) with your personal computer or smartphone (The website is unavailable from 2:30 a.m. to 4:30 a.m. everyday).
    2. Depending on your Internet use environment, such as in case of using firewall, etc. for connecting the Internet, anti-virus software, without setting TLS encrypted transmission or with a proxy server, it may not be possible to utilize the voting rights exercise website.
  3. Method for exercising voting rights via the Internet
    1. By PCs
      1. On the voting rights exercise website (https://evote.tr.mufg.jp/), please use the "Login ID" and "Temporary Password" printed on the Voting Rights Exercise Form to enter your vote for or against for each of the proposals by following the on-screen instructions.
      2. To prevent unauthorized access (impersonation) and tampering of votes by any third party, please note that you will be required to change the temporary password on the voting website.
      3. We will inform you of your new login ID and temporary password for each General Meeting of Shareholders.
  1. By Smartphones
    1. By scanning the "Login QR Code" printed on the Voting Rights Exercise Form with your smartphone, you will be directed to the Voting Rights Exercise Website automatically to exercise your voting rights (No need to enter "Login ID" and "Temporary Password").
    2. There might be a case that you are unable to login with the QR code depending on smartphone models. If you couldn't login with the QR code, please exercise your voting rights by the method for PCs described in 2(i) above.
      *QR code is the registered trademarks of DENSO WAVE INCORPORATED.

Inquiries regarding Exercise of Voting Rights

Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division (Help desk)

Toll free (within Japan) 0120-173-027 (Hours of operation: 9:00 a.m. to 9:00 p.m. or 21:00, free of charge)

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

The Bank proposes the appropriation of surplus as follows.

1. Matters concerning year-end dividends

The Bank proposes a year-end dividend of 3.50 yen per share for the 121st fiscal year, taking into

consideration the following returns of profits to shareholders in shareholder return policy and the Bank's business performance for the fiscal year under review. This, together with the interim dividend of 3.50 yen per share already paid, will bring the total dividend for the year to 7 yen per share.

[Policy on shareholder return]

In light of the public nature of the banking business, the Bank's management is based on ensuring soundness by enhancing retained earnings. Based on this premise, the Bank will strive to return profits to shareholders in a flexible manner in accordance with business results, with a basic policy of paying a stable dividend of 6 yen per share and a payout ratio of 30% of net income attributable to shareholders of the parent company as a target.

  1. Matters concerning the allotment of dividend property to shareholders and the total amount 3.50 yen per share of common stock, for a total of 882,923,597 yen
  2. Effective date of distribution of surplus June 27, 2024

2. Other matters concerning the appropriation of surplus

Concerning other appropriation of surplus, the Bank proposes the following to strengthen the financial

situation in consideration of the future business environment.

(1)

Item and the amount of surplus to be increased

General reserve

3,000,000,000 yen

(2)

Item and the amount of surplus to be decreased

Retained earnings brought forward

3,000,000,000 yen

Proposal No. 2: Election of Six (6) Directors other than Directors serving as Audit and Supervisory Committee Members

The terms of office of all six (6) Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter the same applies in this Proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, with the aim of strengthening corporate governance, the election of six (6) Directors including two (2) Outside Directors is proposed.

The Audit and Supervisory Committee has carefully examined if the selection of the candidates for Directors had gone through appropriate procedures including deliberations at the Nomination and Remuneration Committee in accordance with Corporate Governance Regulations and other regulations, and as to the insight, qualities and experiences, etc., of each candidate, from the viewpoint of the effectiveness of the Board of Directors as a whole. As a result, the Committee deemed the candidates for Directors proposed in this Proposal qualified and appropriate.

The candidates for Directors are as follows.

Attendance Rate to

No.

Name

Current positions and responsibilities at the Bank

Board of Directors

(Gender) (Age)

meetings

(Attendance Status)

Minoru Sato

President (Representative Director)

100%

1

(Male) (63)

[Responsibilities]

(15 out of 15)

Reelection

Inside

Audit Department (Main)

Katsutoshi Endo

Senior Managing Director (Representative Director)

[Responsibilities]

100%

2

(Male) (58)

Planning Department (Main), Compliance & Risk

(15 out of 15)

Reelection

Inside

Management Department (Main), General Affairs

Department (Main)

Shigeki Nanaumi

Managing Director

[Responsibilities]

100%

3

(Male) (62)

Personnel Department (Main), Credit Department

(15 out of 15)

Reelection

Inside

(Main)

Toshiki Soeta

Managing Director and Head, Business Promotion

Headquarters

100%

4

(Male) (59)

[Responsibilities]

(15 out of 15)

Reelection

Inside

Business Promotion Headquarters (Main)

Masako Konishi

Director (Outside)

(Female) (65)

93%

5*

Reelection

(14 out of 15)

Outside

Independent

Hideya Takashima

Director (Outside)

(Male) (64)

93%

6

Reelection

(14 out of 15)

Outside

Independent

(Notes) 1. The age of the candidates is as of the end of the fiscal year.

2. If this proposal is approved in its original form, the number of Independent Outside Directors including Directors serving as Audit and Supervisory Committee Members will be five (5), and the ratio of Independent Outside Directors of the Board of Directors of the Bank will be 50%.

Reelection Candidate for Director to be reelected

Inside Director

Outside Director

Independent Director/Auditor submitted to Tokyo Stock Exchange * Female candidate for Director

No.

Name

Past experience, positions, responsibilities,

Number of

shares of the

(Date of birth)

and significant concurrent positions

Bank held

Apr.

1983 Joined the Bank

Oct.

2003 Section Manager, Planning Section, General Planning

Department

Mar.

2006 Branch Manager, Hokida Branch and Omori Branch

Oct.

2007 Branch Manager, Hokida Branch

Jun.

2008 Branch Manager, Sukagawa Branch

Jun.

2010 General Manager, Financial Markets Department

Jun.

2012 Director and General Manager, General Planning

Department, and Manager, Management Strategy

Coordination Office

175,514

May

2014 Director and General Manager, Head Office

shares

Jun.

2014 Managing Director and General Manager, Head Office

Jun.

2016 Senior Managing Director (Representative Director) and

Head of Business Operations Headquarters

[Responsibilities]

Business Operation Headquarters (Main) and Personnel

Minoru Sato

Department (Main)

Jun.

2020 President (Representative Director)

1

(Nov. 27, 1960)

(Male) (Age: 63)

[Responsibilities]

Audit Department (Main)

Reelection

Inside

(To the present)

Reasons for election as a candidate for Director

Mr. Minoru Sato has a wealth of business experience and a wide range of

knowledge, having served as branch manager and general manager of the

headquarters as described in the above biography.

Attendance

He has also been a Director since June 2012, overseeing the planning of

Rate to Board

basic management policies and management reforms, as well as the

of Directors

improvement of overall administrative and systems efficiency. He has

meetings

appropriately and sincerely executed his duties of management.

(Attendance

After assuming the position of President in June 2020, in order to satisfy

Status):

expectations by our shareholders, he has been steering the company's

100%

management in the environment with great changes. Under these

(15 out of

circumstances, in April 2024, the Bank formulated the "TX PLAN 2030,"

15)

the new long-term management plan, and even as the future of the business

environment becomes increasingly uncertain, he can demonstrate his

leadership and be an appropriate person to lead the overall management of

the Bank, the Bank requests his reelection as Director.

No.

Name

Past experience, positions, responsibilities,

Number of

shares of the

(Date of birth)

and significant concurrent positions

Bank held

Apr.

1988

Joined the Bank

Jun.

2008

Section Manager, Public Relations Section, Head Office

Jun.

2011

Branch Manager, Tomita Branch

Jun.

2013

Branch Manager, Sendai-higashi Branch

May

2014

Branch Manager, Natori Branch

May

2016

Branch Manager, Sendai Branch

Jun.

2019

Executive Officer, General Manager, Sendai Branch

Jun.

2020

Executive Officer, Deputy Head, Business Promotion

52,700

Headquarters of the Bank

Jun.

2021

Managing Executive Officer and General Manager, Head

shares

Mar.

2023

Office

Managing Executive Officer

Katsutoshi Endo

Jun.

2023

Senior Managing Director (Representative Director)

(December 20,

[Responsibilities]

Planning Department (Main), Compliance & Risk

2

1965)

Management Department (Main), General Affairs

(Male) (Age: 58)

Department (Main)

Reelection

Inside

(To the present)

Reasons for election as a candidate for Director

Mr. Katsutoshi Endo, has a wealth of abundant business experience and a

Attendance

wide range of knowledge in sales branches including, serving as branch

manager of branches in the Sendai area, the largest market of the Tohoku

Rate to Board

region, as described in the above biography.

of Directors

meetings

In addition, since June 2023, being Director in charge of the planning of

(Attendance

basic management policies and management plans, extensive financial and

non-financial risk management, etc., he has planning and leadership skills

Status):

100%

backed by abundant experience. Based on the fact that he has been

(15 out of

appropriately and sincerely performing his duties, since he is the

15)

appropriate personnel for the further growth of the Bank Group, the Bank

thus requests his election again as Director.

No.

Name

Past experience, positions, responsibilities,

Number of

shares of the

(Date of birth)

and significant concurrent positions

Bank held

Apr.

1984

Joined the Bank

Oct.

2003

Section Manager, Credit Section, Koriyama Branch

(present Koriyama Main Office)

Mar.

2006

Branch Manager, Fukushima-nishi chuo Branch

Jun.

2008

Branch Manager, Yabuki Branch

Sep.

2009

Deputy General Manager, Head Office, and Section

Manager, Credit Section

Oct.

2010

Senior Deputy General Manager, Head Office, and Section

Manager, Credit Section

Mar.

2012

General Manager, Credit Management Department

May

2013

General Manager, Credit Management Department, and

General Manager, Credit Department

Sep.

2014

Branch Manager, Shirakawa Branch

63,328

Jun.

2015

Executive Officer and Branch Manager, Shirakawa Branch

shares

May

2016

Executive Officer and Branch Manager, Tokyo Branch

Jun.

2019

Senior Executive Officer and Branch Manager, Tokyo

Branch

Shigeki Nanaumi

May

2021

Senior Executive Officer and General Manager, Koriyama

3

(May 30, 1961)

Main Office

Jun.

2021

Managing Director and General Manager, Koriyama Main

(Male) (Age: 62)

Office

Reelection

Inside

Mar.

2023

Managing Director and General Manager, Personnel

Department

Sep.

2023

Managing Director

[Responsibilities]

Personnel Department (Main), Credit Department (Main)

(To the present)

Reasons for election as a candidate for Director

Mr. Shigeki Nanaumi has a wealth of business experience and wide

Attendance

knowledge, including serving as Branch Manager of sales branches, and

Rate to Board

being involved in overseeing planning, managing and supervising related to

of Directors

general credit businesses, as described in above brief biography.

meetings

In addition, since June 2021, being as Director, he has made commitment

(Attendance

on overseeing sales branches in central and southern part of Fukushima

Status):

Prefecture. Also, since March 2023, he has appropriately and sincerely

100%

executed his duties such as overseeing personnel management and the

(15 out of

training and development of employees, etc. Given these facts, since he is

15)

the appropriate personnel for the further growth of the Group, the Bank

thus requests his election again as Director.