Kiyo Bank : Notice of Convocation of the 213th Annual General Meeting of Shareholders

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: 8370)

May 31, 2023

To Shareholders with Voting Rights:

Hiroyuki Haraguchi

President

The Kiyo Bank, Ltd.

1-35, Honmachi, Wakayama City

Wakayama, Japan

NOTICE OF CONVOCATION OF

THE 213TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform that the 213th Annual General Meeting of Shareholders of The Kiyo 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 the provision in

electronic format of information, namely the contents of Reference Documents for the General Meeting of Shareholders, etc. (Electronic Provision Measures Matters). You are kindly asked to review those matters that are posted on each of the following websites on the Internet.

[Website of the Bank] https://www.kiyobank.co.jp/english/s_meeting.html

[Website of Tokyo Stock Exchange (TSE)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(If you access the TSE website shown above (TSE Listed Company Search), please enter "Kiyo Bank" in the field of "Issue name (company name)," or the Bank's securities code "8370" in half-width characters in the field of "Code" to search, and then select "Basic information" and "Documents for public inspection/PR information" in this order to review the information.)

If you do not wish to attend the meeting in person, you may exercise your voting rights in writing, or via the Internet, etc. In that case, please review the Reference Documents for the General Meeting of Shareholders, follow the directions as described on page 3, and exercise your voting rights by 5:30 p.m. on Wednesday, June 28, 2023 Japan time.

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1. Date and Time:
2. Place:
3. Meeting Agenda: Matters to be reported:
   Proposals to be resolved: Proposal No. 1: Proposal No. 2:

Proposal No. 3:

Thursday, June 29, 2023 at 10 a.m. Japan time

4F Grande, Daiwa Roynet Hotel Wakayama,

26-1, Shichibancho, Wakayama City, Wakayama, Japan

1. The Business Report and Non-consolidated Financial Statements for the Bank's 213th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank's 213th Fiscal Year (from April 1, 2022 to March 31, 2023) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

Appropriation of Surplus

Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

Election of Five (5) Directors Serving as Audit and Supervisory Committee Members

• Please note that a person who is not a shareholder such as a proxy or an accompanying person cannot attend the General Meeting of Shareholders. If exercising voting rights via proxy in accordance with the provisions of the Articles of Incorporation, please submit a document certifying the authority of proxy.
• In convening a General Meeting of Shareholders this year, we send a paper copy that states the Electronic Provision Measures Matters to all shareholders who have voting rights, including shareholders who have made a request for delivery of materials in paper form. This paper copy does not include the following documents in accordance with laws and regulations as well as Article 18 of the Articles of Incorporation of the Bank. Therefore, this paper copy is only part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in the preparation of the Auditor's Report.
• 1. "Systems for Ensuring the Properness of Business Activities and the Operation of the Systems", "Matters concerning specified Wholly-Owned Subsidiary company", "Matters concerning Transaction between the Stock Company and its Parent Company, etc.", "Matters concerning Accounting Advisor(s)" and "Others" in the Business Report
  2. Non-consolidatedStatement of Changes in Net Assets and Notes to the Non-consolidated Financial Statements
  3. Consolidated Statement of Changes in Net Assets and Notes to the Consolidated Financial Statements
• If the Electronic Provision Measures Matters require any revisions, we will post a notice to that effect, as well as the versions before and after the revisions, on each of the websites where the Electronic Provision Measures Matters are posted.
• If there is no indication of your vote for or against any of the proposals on the returned Voting Rights Exercise Form, you will be deemed to have approved that proposal.

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• If not attending the General Meeting of Shareholders

Exercise of Voting Rights by Mail

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

Deadline for Exercise of Voting Rights: 5:30 p.m., Wednesday, June 28, 2023, Japan time

Exercise of Voting Rights via the Internet, etc.

Please follow the instructions on the voting website, and indicate your vote for or against the proposals by the following deadline.

Deadline for Exercise of Voting Rights: 5:30 p.m., Wednesday, June 28, 2023, Japan time

• If attending the General Meeting of Shareholders

Please bring the Voting Rights Exercise Form with you and submit it at the reception desk. Meeting Date and Time: 10 a.m., Thursday, June 29, 2023, Japan time

[Handling of Duplicate Voting]

1. If you vote both in writing on the Voting Rights Exercise Form and via the Internet, etc., only your vote placed via the Internet, etc. will be valid.
2. If you submit your vote multiple times via the Internet, etc., only the last vote will be valid.

End

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

As a basic policy, in light of its public nature as a regional financial institution, the Bank aims to secure both a stable management foundation over the long term, accumulating appropriate internal reserves with the intent of strengthening its financial structure, as well as strengthening returns to shareholders, and as a management index to indicate profitability and capital efficiency, work to improve the stock price.

Based on this basic policy, it is proposed that the surplus be appropriated as follows, giving comprehensive consideration to factors such as the result of the 213th term as well as an internal reserve provided for future business development.

Matters concerning year-end dividends

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property and the total amount 20 yen per share of common stock, for a total of 1,313,687,700 yen
3. • As 20 yen per share has already been paid as interim dividends in December last year, the annual dividends for the term under review will amount to 40 yen per share.
4. Effective date of distribution of surplus

Friday, June 30, 2023

[Reference] Shareholder Return Policy

The shareholder return ratio shall be 30% or more for dividends and acquisition of treasury shares combined.

*Shareholder return ratio =	Annual dividend amount + Treasury share acquisition
	Profit attributable to owners of parent {consolidated}

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Proposal No. 2: Election of Six (6) Directors (Excluding 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 shall apply in this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. We therefore propose the election of six (6) Directors.

Furthermore, the selection of candidates for Director has been determined following the deliberation of the Nomination Advisory Committee (Note).

Additionally, upon deliberation on this Proposal, the Audit and Supervisory Committee determined that each candidate was suitable as Director of the Bank in view of factors such as their status of business execution and business results during the fiscal year under review.

The candidates for Directors are as follows.

(Note) The Nomination Advisory Committee is a voluntary advisory body that deliberates on matters about which it has been consulted by the Board of Directors, in order to enhance transparency in the appointment of Directors, etc.; majority of its members are Independent Outside Directors, and its Chairperson is also an Independent Outside Director.

No.		Name		Current position at the Bank
1	Male	Yasuyuki Matsuoka	Reappointment	Chairman and Representative Director
2	Male	Hiroyuki Haraguchi	Reappointment	President and Representative Director
President and Executive Officer
3	Male	Tatsuyoshi Yokoyama	Reappointment	Director, Managing Executive Officer
4	Male	Norio Maruoka	Reappointment	Director, Managing Executive Officer
5	Male	Sakae Mizobuchi	Reappointment	Director, Senior Executive Officer
6	Male	Etsuhiro Asamoto	Reappointment	Director, Senior Executive Officer

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