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 damage arising from the translations.
Securities Code: 8360 June 3, 2024 (Date of commencement of electronic provision measures: May 23, 2024)
To Shareholders with Voting Rights:
Yoshiaki Furuya
President
The Yamanashi Chuo Bank, Ltd.
20-8, Marunouchi 1-chome,
Kofu, Yamanashi, Japan
NOTICE OF CONVOCATION OF
THE 121ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our heartfelt sympathy to all those affected by the 2024 Noto Peninsula Earthquake and sincerely hope for the earliest possible recovery.
Please be informed that the 121st Annual General Meeting of Shareholders of The Yamanashi Chuo Bank, Ltd. (the "Bank") will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Bank has taken measures for electronic provision and matters subject to measures for electronic provision are posted on the following website on the Internet.
The Bank's website: https://www.yamanashibank.co.jp/en/investor/shareholders.html
In addition to the above website, this information is also posted on the following website on the Internet. Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, search by entering the Bank's name or the Securities Code, and select "Basic information" and "Documents for public inspection/PR information" in that order to view the information.
If you do not attend the meeting in person on the day, you can exercise your voting rights in writing or by electromagnetic means (via the Internet). Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision and exercise your voting rights by 5:00 p.m. on Monday, June 24, 2024 Japan time.
1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. Japan time
2. Place: | 7F Hall, Head Office of the Bank, |
20-8, Marunouchi 1-chome, Kofu, Yamanashi, Japan |
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 Independent Auditor and the Board of Corporate Auditors
1
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Five (5) Corporate Auditors
4. Exercise of Voting Rights:
Exercise of Voting Rights by Attending the Meeting
When attending the meeting, please bring this "convocation notice" with you and submit the enclosed "Voting Rights Exercise Form" at the reception desk on the day of the meeting.
Date and time of the meeting: Tuesday, June 25, 2024 at 10:00 a.m. Japan time
Exercise of Voting Rights in Writing
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.
Voting deadline: Mail received by 5:00 p.m. on Monday, June 24, 2024 Japan time
Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)
Please access the voting website (https://evote.tr.mufg.jp/) (in Japanese), follow the instructions on the voting website, and indicate your vote for or against each of the proposals by the voting deadline.
Voting deadline: 5:00 p.m. on Monday, June 24, 2024 Japan time
- If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it will be treated as an indication of approval.
- If you vote both in writing on the Voting Rights Exercise Form and via electromagnetic means (the Internet, etc.), we will deem your vote placed via electromagnetic means (the Internet, etc.) to be the effective one.
- If you submit your vote multiple times via electromagnetic means (the Internet, etc.), we will deem the last vote placed to be the effective one.
End
- In accordance with laws and regulations as well as the Articles of Incorporation of the Bank, the following items are not stated in the paper-based documents sent to shareholders who have requested them. The Corporate Auditors and the Independent Accounting Auditors audited the documents to be audited including the following matters.
- A portion of "Matters Regarding Status of the Bank," a portion of "Matters Regarding Directors and Corporate Auditors," "Matters Regarding Shares of the Bank," "Matters Regarding Share Subscription Rights, Etc. of the Bank," "Matters Regarding Independent Accounting Auditors," "Basic Policy Regarding the Way of Being a Person Who Controls the Determination of Financial and Business Policies," "System to Ensure Appropriate Business Operation," "Matters Regarding Specified Wholly- Owned Subsidiaries," "Matters Regarding Transaction With Parent Company, Etc.," "Matters Regarding Accounting Advisor," and "Others" in the Business Report
- "Non-consolidatedStatements of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements
- "Consolidated Statements of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements
- Any revisions to the matters subject to measures for electronic provision will be posted on the websites on which the matters are posted.
2
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Bank's basic policy is to undertake stable dividends on a continuous basis while striving to enhance appropriate internal reserves to maintain sound management, considering the public nature of the banking business.
Following this basic policy, the appropriation of year-end dividends and surplus are proposed as follows.
-
Matters concerning year-end dividends
Taking into consideration the business results, etc. for the fiscal year under review, year-end dividends of 31 yen per share are proposed for the fiscal year under review in order to return profits to our shareholders. As the Bank paid an interim dividend of 25 yen per share, the full-year dividends for the fiscal year under review will be 56 yen per share, an increase of 11 yen from the previous fiscal year. - Type of dividend property Cash
- Matters concerning the allotment of dividend property to shareholders and the total amount 31 yen per share of common stock, for a total of 966,670,365 yen
- Effective date of distribution of surplus June 26, 2024
- Matters concerning the appropriation of surplus
- Item and the amount of surplus to be increased
General reserve | 4,000,000,000 yen |
(2) Item and the amount of surplus to be decreased | |
Retained earnings brought forward | 4,000,000,000 yen |
3
Proposal No. 2: Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates for Directors are as follows:
Gender | Current positions | Attendance at the | ||||||||
No. | Name | Board of | ||||||||
at the Bank | ||||||||||
Directors meetings | ||||||||||
1 | Mitsuyoshi Seki | Reelection | Male | Chairman | 13 out of 14 meetings | |||||
(92%) | ||||||||||
2 | Yoshiaki Furuya | Reelection | Male | President | 14 out of 14 meetings | |||||
(100%) | ||||||||||
3 | Masahiko Yamadera | Reelection | Male | Senior Managing | 14 out of 14 meetings | |||||
Director | (100%) | |||||||||
4 | Hideki Sato | Reelection | Male | Managing Director | 11 out of 11 meetings | |||||
(100%) | ||||||||||
5 | Tetsuya Naito | Reelection | Male | Managing Director | 11 out of 11 meetings | |||||
(100%) | ||||||||||
6 | Koichiro Kato | New election | Male | Managing Executive | - | |||||
Officer | ||||||||||
Reelection | 14 out of 14 meetings | |||||||||
7 | Michio Masukawa | Outside Director | Male | Director | ||||||
(100%) | ||||||||||
Independent Director | ||||||||||
Reelection | 14 out of 14 meetings | |||||||||
8 | Riyo Kano | Outside Director | Female | Director | ||||||
(100%) | ||||||||||
Independent Director | ||||||||||
Reelection | 14 out of 14 meetings | |||||||||
9 | Miki Ichikawa | Outside Director | Female | Director | ||||||
(100%) | ||||||||||
Independent Director | ||||||||||
4
No. | Name | Career summary, positions, responsibilities and significant concurrent | Number of | ||||
shares of the | |||||||
(Date of birth) | positions | ||||||
Bank held | |||||||
Apr. | 1977 | Joined the Bank | |||||
Jun. | 1998 | Chief Deputy Manager of Business Development Group, | |||||
Business Promotion Division, Marketing Headquarters | |||||||
Jun. | 1999 | General Manager of Mejirodai Branch | |||||
Nov. | 2001 | Acting General Manager of Corporate Planning Division and | |||||
Oct. | 2002 | Manager of Planning Section | |||||
Deputy General Manager of Corporate Planning Division | |||||||
and Manager of Planning Section | |||||||
Mitsuyoshi Seki | Aug. | 2004 | Deputy General Manager of Corporate Planning Division | ||||
Jun. | 2005 | General Manager of Business Promotion Division, | |||||
(September 19, | |||||||
Marketing Headquarters | |||||||
1953) | Jul. | 2005 | |||||
Executive Officer and General Manager of Business | |||||||
Reelection | |||||||
Promotion Division, Marketing Headquarters | |||||||
Jun. | 2007 | ||||||
Director and General Manager of Risk Administration | |||||||
Division | |||||||
Mar. | 2008 | Director and General Manager of Personnel Division | 45,900 | ||||
1 | Jun. | 2009 | Managing Director and General Manager of Corporate | ||||
Jun. | 2011 | Planning Division | shares | ||||
Senior Managing Director | |||||||
Jun. | 2017 | President, in charge of auditing | |||||
Jun. | 2023 | Corporate Auditor (Outside Corporate Auditor), FUJI | |||||
KYUKO CO., LTD. | |||||||
Jun. | 2023 | To present | |||||
Chairman of the Bank | |||||||
Dec. | 2023 | To present | |||||
President, Yamanashi Mirai Investment Co.,Ltd. | |||||||
To present | |||||||
nomination as a candidate for Director> | |||||||
Mr. Mitsuyoshi Seki has accumulated a wealth of knowledge and expertise in the divisions of | |||||||
business promotion, corporate planning, corporate administration and personnel, the fields of | |||||||
branch management and others, and has been serving as a Director since June 2007, as | |||||||
President since June 2017 and as Chairman since June 2023. He adequately fulfills his role of | |||||||
decision-making on important management matters and supervision on business execution of | |||||||
the Bank. Accordingly, the Bank nominated him as a candidate for Director in the hope that he | |||||||
would continue to perform his role. |
5
No. | Name | Career summary, positions, responsibilities and significant concurrent | Number of | ||||
shares of the | |||||||
(Date of birth) | positions | ||||||
Bank held | |||||||
Apr. | 1986 | Joined the Bank | |||||
Dec. | 2006 | Chief Deputy Manager of Planning Section, Corporate | |||||
Jun. | 2007 | Planning Division | |||||
Manager of Marketing Promotion Planning Section, | |||||||
Oct. | 2010 | Business Promotion Division | |||||
Deputy General Manager of Business Promotion Division | |||||||
and Manager of Marketing Promotion Planning Section | |||||||
Jun. | 2011 | Deputy General Manager of Business Promotion Division | |||||
Yoshiaki Furuya | and Manager of Marketing Strategies Section | ||||||
Jun. | 2014 | Deputy General Manager of Business Promotion Division | |||||
2 | (December 19, | Jun. | 2015 | General Manager of Business Promotion Division | 27,469 | ||
1963) | Jul. | 2015 | Executive Officer and General Manager of Business | shares | |||
Reelection | Jun. | 2017 | Promotion Division | ||||
Executive Officer and General Manager of Kugawa Branch | |||||||
Jun. | 2019 | Executive Officer and General Manager of Tokyo Branch | |||||
Jun. | 2019 | Director and General Manager of Tokyo Branch | |||||
Jun. | 2020 | Managing Director and General Manager of Tokyo Branch | |||||
Jun. | 2021 | Senior Managing Director, in charge of personnel and | |||||
Jun. | 2022 | corporate administration | |||||
Senior Managing Director, in charge of human resources | |||||||
Jun. | 2023 | and management control | |||||
President, in charge of auditing | |||||||
To present | |||||||
nomination as a candidate for Director> | |||||||
Mr. Yoshiaki Furuya has accumulated a wealth of knowledge and expertise in the divisions of | |||||||
corporate planning, business promotion, the fields of branch management and others, and has been | |||||||
serving as a Director since June 2019 and as President since June 2023. He adequately fulfills his | |||||||
role of decision-making on important management matters and supervision on business execution | |||||||
of the Bank. Accordingly, the Bank nominated him as a candidate for Director in the hope that he | |||||||
would continue to perform his role. | |||||||
Apr. | 1987 | Joined the Bank | |||||
Apr. | 2009 | Chief Deputy Manager of Personnel and Welfare Section, | |||||
Jun. | 2011 | Personnel Division | |||||
Manager of Personnel and Welfare Section, Personnel | |||||||
Division | |||||||
Jun. | 2013 | Deputy General Manager of Personnel Division and | |||||
Masahiko | Jun. | 2015 | Manager of Personnel and Welfare Section | ||||
General Manager of Jonan Branch | |||||||
Yamadera | Jun. | 2017 | General Manager of Business Promotion Division | ||||
(December 26, | Jul. | 2017 | Executive Officer and General Manager of Business | ||||
1963) | |||||||
Promotion Division | |||||||
Reelection | |||||||
Jun. | 2019 | Director, General Manager of Hachioji Branch and General | |||||
3 | |||||||
Manager of Western Tokyo Consultation Sales Division | 23,000 | ||||||
Jun. | 2020 | Director and General Manager of Hachioji Branch | |||||
shares | |||||||
Jun. | 2021 | Managing Director, in charge of business promotion, sales | |||||
promotion planning, consultation sales and western Tokyo | |||||||
consultation sales | |||||||
Jun. | 2022 | Managing Director, in charge of regional head offices, sales | |||||
management, consultation sales, Tokyo business promotion | |||||||
and regional revitalization promotion | |||||||
Jun. | 2023 | Senior Managing Director, in charge of human resources | |||||
and management control | |||||||
To present | |||||||
nomination as a candidate for Director> | |||||||
Mr. Masahiko Yamadera accumulated a wealth of knowledge and expertise in the divisions of | |||||||
personnel and business promotion, the fields of branch management and others, and has been | |||||||
serving as a Director since June 2019 and as Senior Managing Director since June 2023. He | |||||||
adequately fulfills his role of decision-making on important management matters and supervision | |||||||
on business execution of the Bank. Accordingly, the Bank nominated him as a candidate for | |||||||
Director in the hope that he would continue to perform his role. | |||||||
6 |
No. | Name | Career summary, positions, responsibilities and significant concurrent | ||||
(Date of birth) | positions | |||||
Apr. | 1987 | Joined the Bank | ||||
Apr. | 2009 | Chief Deputy Manager of Enterprise Support Section, | ||||
Jul. | 2009 | Credit Screening Division | ||||
Manager of Enterprise Support Section, Credit Screening | ||||||
Apr. | 2012 | Division | ||||
Deputy General Manager of Credit Screening Division | ||||||
Jan. | 2014 | and Manager of Enterprise Support Section | ||||
General Manager of Takedadori Branch | ||||||
Jun. | 2015 | General Manager of Isawa Branch | ||||
Hideki Sato | Jun. | 2017 | General Manager of Credit Screening Division | |||
Jul. | 2018 | Executive Officer and General Manager of Credit Screening | ||||
(August 16, 1963) | Division | |||||
Reelection | Jun. | 2021 | Managing Executive Officer and General Manager of Head | |||
4 | Jun. | 2022 | Office Sales Division | |||
Managing Executive Officer, General Manager of Regional | ||||||
Head Office Division, and General Manager of Head Office | ||||||
Jun. | 2023 | Sales Division | ||||
Managing Director, in charge of credit screening, general | ||||||
administration control, systems administration and business | ||||||
support | ||||||
To present | ||||||
Mr. Hideki Sato has accumulated a wealth of knowledge and expertise in the division of credit | ||||||
screening, the fields of branch management and others, and has been serving as a Managing | ||||||
Executive Officer since June 2021 and as a Managing Director since June 2023. He thus has a | ||||||
wealth of experience related to important business execution of the Bank. Accordingly, the Bank | ||||||
nominated him as a candidate for Director in the hope that he would fulfill a role of decision- | ||||||
making on important management matters and supervision on business execution of the Bank. |
Number of shares of the Bank held
13,601 shares
7
No. | Name | Career summary, positions, responsibilities and significant concurrent | Number of | ||||||
shares of the | |||||||||
(Date of birth) | positions | ||||||||
Bank held | |||||||||
Apr. | 1988 | Joined the Bank | |||||||
Jul. | 2009 | Manager of Credit Screening Planning Section, Credit | |||||||
Screening Division | |||||||||
Nov. | 2012 | General Manager of Kencho Branch | |||||||
Jan. | 2014 | Senior Deputy General Manager of Yoshida Branch | |||||||
Jun. | 2015 | Deputy General Manager of Head Office Sales Division and | |||||||
Manager of Credit Section | |||||||||
May | 2018 | Deputy General Manager of Head Office Sales Division, | |||||||
Tetsuya Naito | Manager of Client Section and Manager of Credit Section | ||||||||
Jun. | 2018 | General Manager of Minami Branch and General | |||||||
5 | (December 16, | Manager of Sumiyoshi Branch | |||||||
1964) | Jun. | 2019 | General Manager of Corporate Planning Division | ||||||
Jul. | 2019 | Executive Officer and General Manager of Corporate | |||||||
Reelection | |||||||||
Jun. | 2021 | Planning Division | 9,692 | ||||||
Managing Executive Officer and General Manager of Tokyo | |||||||||
Branch | shares | ||||||||
Jun. | 2022 | Managing Executive Officer, General Manager of Dai-ichi | |||||||
Tokyo Regional Head Office and General Manager of | |||||||||
Jun. | 2023 | Tokyo Branch | |||||||
Managing Director, in charge of six regional head offices, | |||||||||
sales management, consultation sales, Tokyo business | |||||||||
development and regional revitalization promotion | |||||||||
To present | |||||||||
nomination as a candidate for Director> | |||||||||
Mr. Tetsuya Naito has accumulated a wealth of knowledge and expertise in the divisions of | |||||||||
credit screening and corporate planning, the fields of branch management and others, and has | |||||||||
been serving as a Managing Executive Officer since June 2021 and as a Managing Director since | |||||||||
June 2023. He thus has a wealth of experience related to important business execution of the | |||||||||
Bank. Accordingly, the Bank nominated him as a candidate for Director in the hope that he | |||||||||
would fulfill a role of decision-making on important management matters and supervision on | |||||||||
business execution of the Bank. | |||||||||
Apr. | 1989 | Joined the Bank | |||||||
May | 2011 | Chief Deputy Manager of Enterprise Support Section, | |||||||
Jan. | 2014 | Credit Screening Division | |||||||
General Manager of Secretariat | |||||||||
Jun. | 2019 | General Manager of Minami Branch and General | |||||||
Manager of Sumiyoshi Branch | |||||||||
Koichiro Kato | Jun. | 2021 | General Manager of Personnel Division | ||||||
Jul. | 2021 | Executive Officer and General Manager of Personnel | |||||||
(October 1, | Division | ||||||||
1965) | Jun. | 2022 | Executive Officer and General Manager of Human | 4,960 | |||||
New election | Resources Division | ||||||||
shares | |||||||||
Jun. | 2023 | Executive Officer and General Manager of Dai-ni Tokyo | |||||||
6 | Jun. | 2023 | Regional Head Office | ||||||
Managing Executive Officer and General Manager of Dai-ni | |||||||||
Tokyo Regional Head Office | |||||||||
To present | |||||||||
nomination as a candidate for Director> | |||||||||
Mr. Koichiro Kato has accumulated a wealth of knowledge and expertise in the divisions of | |||||||||
credit screening, secretariat and personnel, the fields of branch management and others, and has | |||||||||
been serving as an Executive Officer since July 2021 and as a Managing Executive Officer since | |||||||||
June 2023. He thus has a wealth of experience related to important business execution of the | |||||||||
Bank. Accordingly, the Bank nominated him as a new candidate for Director in the hope that he | |||||||||
would fulfill a role of decision-making on important management matters and supervision on | |||||||||
business execution of the Bank. |
8
No. | Name | Career summary, positions, responsibilities and significant concurrent | Number of | ||||||
shares of the | |||||||||
(Date of birth) | positions | ||||||||
Bank held | |||||||||
Apr. | 1977 | Joined the Bank of Japan | |||||||
Nov. | 1999 | General Manager of Kofu Branch, the Bank of Japan | |||||||
Aug. | 2006 | Deputy Director-General of Financial System and Bank | |||||||
Examination Department, the Bank of Japan | |||||||||
May | 2008 | Director-General of Administration Department, the Bank of | |||||||
Japan | |||||||||
Apr. | 2009 | Auditor of the Bank of Japan | |||||||
Michio Masukawa | Jun. | 2013 | President CEO of General Incorporated Association CRD | ||||||
Association | |||||||||
(September 16, | |||||||||
May | 2014 | Director (External Director) of DCM Holdings Co., Ltd. | |||||||
1952) | |||||||||
To present | |||||||||
Reelection | |||||||||
Outside Director | Jun. | 2014 | Chairman CEO of General Incorporated Association CRD | ||||||
Independent Director | Association | ||||||||
Feb. | 2015 | Director (Outside Director) of KANAYA HOTEL CO., | |||||||
LTD. | |||||||||
Jun. | 2015 | Director (Outside Director) of the Bank | 0 | ||||||
7 | Jun. | 2023 | To present | ||||||
Advisor of General Incorporated Association CRD | shares | ||||||||
Association | |||||||||
To present |
-
We expect Mr. Michio Masukawa to engage in decision-making on important management matters and the supervision of the business execution of the Bank from his point of view based on the sophisticated expertise, abundant knowledge and firsthand experience in the financial field developed through his time at the Bank of Japan as a branch General Manager and other posts. He has also been serving as an Outside Director of the Bank since June 2015 and adequately fulfilling his expected role. Accordingly, the Bank nominated him as a candidate for Outside Director in the hope that he would continue to perform hisrole.
He will have served as an Outside Director for nine (9) years as of the conclusion of this Annual General Meeting of Shareholders.
In light of the independence standard of Outside Directors as provided by the Tokyo Stock Exchange, Inc. (hereinafter referred to as "the Exchange") and The Criteria for the Independence of Outside Directors and Outside Corporate Auditors as provided by the Bank, it is judged that there is no risk of conflict of interest between Mr. Michio Masukawa and general shareholders. Therefore, he is registered as Independent Director with the Exchange.
9
No. | Name | Career summary, positions, responsibilities and significant concurrent | Number of | ||||||
shares of the | |||||||||
(Date of birth) | positions | ||||||||
Bank held | |||||||||
Apr. | 1993 | Registered as an Attorney at Law (Member of the Daiichi | |||||||
Tokyo BAR Association) | |||||||||
Joined Tanabe & Partners | |||||||||
Apr. | 2014 | To present | |||||||
Member of Bid Oversight Commission, Japan Association | |||||||||
for International Racing and Stud Book | |||||||||
Aug. | 2014 | To present | |||||||
Member of Commission on Policy for Persons with | |||||||||
Disabilities, Cabinet Office, Government of Japan | |||||||||
Riyo Kano | Jun. | 2015 | To present | ||||||
(May 11, 1966) | Director (Outside Director) of the Bank | ||||||||
To present | |||||||||
Reelection | Feb. | 2017 | |||||||
War Victims' Relief Evaluation Commissioner, Ministry of | |||||||||
Outside Director | |||||||||
I | ndependent Director | Health, Labour and Welfare | |||||||
To present | |||||||||
Jun. | 2019 | Director (Outside Director) of KDDI CORPORATION | |||||||
8 | Apr. | 2021 | Member of Data Science Screening Committee, Center for | 1,500 | |||||
Cancer Genomics and Advanced Therapeutics, National | |||||||||
shares | |||||||||
Cancer Center Japan | |||||||||
Dec. | 2023 | To present | |||||||
Member of AMED Data Screening Committee, Japan | |||||||||
Agency for Medical Research and Development | |||||||||
To present | |||||||||
- |
- Reasons for nomination as a candidate for Outside Director and expected role >
We expect Ms. Riyo Kano to engage in decision-making on important management matters and the supervision of the business execution of the Bank from her point of view utilizing her expert knowledge and abundant experience as a lawyer. She has been serving as an Outside Director of the Bank since June 2015 and adequately fulfilling her expected role. Although she has never been directly involved in corporate management, the Bank nominated her as a candidate for Outside Director in the hope that she would continue to perform her role.
She will have served as an Outside Director for nine (9) years as of the conclusion of this Annual General Meeting of Shareholders.
In light of the independence standard of Outside Directors as provided by the Tokyo Stock Exchange, Inc. (hereinafter referred to as "the Exchange") and The Criteria for the Independence of Outside Directors and Outside Corporate Auditors as provided by the Bank, it is judged that there is no risk of conflict of interest between Ms. Riyo Kano and general shareholders. Therefore, she is registered as Independent Director with the Exchange.
10
