Shinsuke Baba President, Representative Director Aozora Bank, Ltd.

Transcription

1 TRANSLATION Securities Code 8304 June 11, 2013 The Convocation Notice for the 80 th FY Ordinary General Meeting of Shareholders and the Class General Meeting for Ordinary Shareholders Dear Shareholders, Shinsuke Baba President, Representative Director Aozora Bank, Ltd. 3-1, Kudan-minami 1-chome, Chiyoda-ku, Tokyo You are cordially invited to attend Aozora Bank, Ltd. s 80 th FY Ordinary General Meeting of Shareholders and the Class General Meeting for Ordinary Shareholders as described below. If you are unable to attend the meeting, you may exercise your voting right in writing via the Internet or other means. We will ask for your cooperation in exercising your voting right by no later than 5:15 p.m. on June 25th (Tue) 2013, in consideration of the following Reference Material for the 80th FY Ordinary General Meeting of Shareholders and Reference Material for the Class General Meeting for Ordinary Shareholders. If you choose to exercise your voting right in writing Please write your vote of approval or disapproval on the enclosed Exercise of Voting Rights Form and return the form to us by mail. If you choose to exercise your voting right via the Internet or other means If you choose to exercise your voting right via the Internet or other means, please read through the following Procedure to Exercise the Voting Right via the Internet. Thank you. Best Regards, 1. Date & Time Wednesday, June 26, 2013 at 10:00 AM- 2. Place Diamond Room on the 2 nd floor of Hotel Grand Palace 1-1, Iidabashi 1-chome, Chiyoda-ku, Tokyo 1

2 3. Purpose of the meeting (1) The 80 th FY Ordinary General Meeting of Shareholders Reports 1. Business Report, Consolidated Financial Statements and Reports of Audit Results of Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors for the 80 th FY (from April 1, 2012 to March 31, 2013) 2. Reports on the Financial Statements for the 80 th FY (from April 1, 2012 to March 31, 2013) Proposals for Resolution: Proposal No.1 : Amendments to the Articles of Incorporation concerning Quarterly Dividend payments, etc. Proposal No.2 : Appointment of Eight Directors Proposal No.3 : Appointment of One Alternate Corporate Auditor Proposal No.4: Payment of Retirement Allowance to Resigning Directors (Executive Directors) Proposal No.5: Payment of Retirement Allowance to Resigning Directors (Non-executive Directors) (2) The Class General Meeting for Ordinary Shareholders Proposal for Resolution: Proposal : Amendments to the Articles of Incorporation concerning Quarterly Dividend payments, etc. As for Proposal No.1 of The 80 th FY Ordinary General Meeting of Shareholders, we would like to hold The Class General Meeting for Ordinary Shareholders at the same time. End ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ For those attending, please present the enclosed Exercise of Voting Rights Form at the reception desk upon arrival at the meeting. In case of a substitution, please present a document that proves the delegated authority at the reception desk as well as Exercise of Voting Rights Form [Under the Articles of Incorporation, only one (1) other shareholder with the voting right is entitled to attend the General Meeting of Shareholders]. Please note that, in the event of any necessary revision to the Reference Materials for the General Meetings of Shareholders, the Business Report and the consolidated and other financial statements, we will inform you of such revision on the company website on the Internet ( 2

3 Procedure to Exercise the Voting Right via the Internet If you decide to exercise your voting right via the Internet, please note the following; 1.Exercise of the voting right via the Internet is possible only on the following website dedicated to exercise of the voting right designated by Aozora Bank. You can also exercise your voting right via the Internet from a cell phone. URL of the website dedicated to exercise of the voting right You can also access the website from a cell phone and read the QR Code R shown on the right. Please consult your cell phone s operating manual for detailed operating procedures. (QR Code is a registered trade mark of the DENSO WAVE INCORPORATED.) 2.When you choose to exercise your voting right via the Internet, use the Voting Right Exercise Code and the Password shown on the Exercise of Voting Rights Form, and register whether you agree or disagree with the agenda items following the instructions displayed on the screen. 3.If you exercise your voting right both in writing and via the Internet, the exercise made via the Internet shall prevail. 4.If you exercise your voting right more than once via the Internet, the last exercise made shall prevail. 5. Shareholders may bear a fee from an Internet connection provider for access and a communication fee (such as telephone charges). System Environment to Exercise the Voting Right via the Internet You will need the following system environment to use the website to exercise your voting right: 1 Access to the Internet. 2 If you decide to exercise your voting right from a PC, you need to have Microsoft R Internet Explorer 6.0 or higher versions as your Internet browser software. You also need to be able to use the above Internet browser software as your hardware environment. 3 If you decide to exercise your voting right from a cell phone, you need to be able to use 128bitSSL communications (encrypted communication) from your cell phone model. (To ensure security, exercise of the voting right can only be made from models compatible with 128bitSSL communications. Cell phone models without this compatibility cannot be used. Exercising voting rights using mobile phones with full browser functions, including smart phones, is possible. However, please note that it is not possible with all mobile phone models.). (Microsoft is a registered trade mark of the Microsoft Corporation of the U.S. in the U.S. and other countries.) Questions about Exercise of the Voting Right via the Internet If you have any questions about the exercise of your voting right via the Internet, please contact the following manager of register of shareholders. Manager of Register of Shareholders: Stock Transfer Agency Business Planning Department of Sumitomo Mitsui Trust Bank, Limited. Toll Free Number (9:00AM-9:00PM) The electronic platform for executing voting rights In addition to above mentioned executing voting rights via the Internet, nominee shareholders (including standing proxy) of trust banks, etc. who registered beforehand to use the electronic platform operated by ICJ Inc. (Joint corporation established by TSE, etc.) shall be able to exercise their voting rights through electromagnetic form at our bank's General Meeting of Shareholders. 3

4 Proposals and Reference Reference Material for the 80 th FY Ordinary General Meeting of Shareholders Proposal No.1: Amendments to the Articles of Incorporation concerning Quarterly Dividend payments, etc. As for this Proposal, we would like to hold the 80th FY Ordinary general meeting of shareholders and the class general meeting for Ordinary shareholders at the same time. 1. Purpose of the amendments to the Articles of Incorporation The Bank has finalized and commenced implementing the Comprehensive Recapitalization Plan toward a full repayment of public funds over time (the Recapitalization Plan ) which would benefit all of its shareholders, having received approval from shareholders last year. As a part of the Recapitalization Plan, the Bank plans to start the quarterly payment of dividends to common shareholders in FY2013. For this purpose, the Bank will create a provision in the Articles of Incorporation which determines the record dates for the quarterly dividend payments, as well as provisions with regard to the quarterly preferred dividend payments on the Class A Preferred Share and the Class C Preferred Share, taking into consideration the nature of preferred share public funds. No changes will be made to the annual payment of the super preferred dividend distributed as an installment repayment of public funds. In addition, the Bank will make amendments to the provisions regarding appointment of directors with job titles and duties of directors in order to establish clearer provisions and descriptions as well as other minor amendments. 2. Details of the amendments Details of the amendments are as set forth below. Amendments to the Articles of Incorporation under Proposal No.1 shall become effective as of June 27, 2013 subject to approval of this Proposal No.1 at the 80th FY Ordinary General Meeting of shareholders, as well as approval of the Amendments to the Articles of Incorporation with the same contents as the Proposal hereof at the class general meetings for Ordinary shareholders. (Current) (Total Number of Issuable Class Shares) Article 7 The total number of each class of shares that the Bank can issue shall be as follows. 1. Ordinary shares: three billion seven hundred seventy two million (3,772,000,000) 2. Class A (Koushu) Preferred Shares: twenty four million seventy two thousand (24,072,000) 3. Class C (Heishu) Preferred Shares: four hundred thirty three million three hundred thirty three thousand five hundred (433,333,500) In these articles of incorporation, Class A and Class C Preferred Shares are collectively referred to as the Preferred Shares. (Underlined portions indicate the amendments.) (After amendment) (Total Number of Issuable Class Shares) Article 7 The total number of each class of shares that the Bank can issue shall be as follows; provided, however, that if any ordinary share or preferred share is retired, the number of shares so retired shall be subtracted from the total number of each class of shares that the Bank can issue. 1. Ordinary shares: three billion seven hundred seventy two million (3,772,000,000) 2. Class A (Koushu) Preferred Shares: twenty four million seventy two thousand (24,072,000) 3. Class C (Heishu) Preferred Shares: two hundred fourteen million five hundred seventy nine thousand two hundred ninety five (214,579,295) In these articles of incorporation, Class A and Class C Preferred Shares are collectively referred to as the Preferred Shares. 4

5 (Number of Shares Constituting One Unit) Article 8 The number of shares constituting one unit (tan-gen) of shares of the Bank shall be one thousand (1,000) shares. (Preferred Dividends) Article In the event that the Bank pays year-end dividends set forth in Article 51 hereof, the Bank shall, in preference to the holders of the ordinary shares (hereinafter referred to as the Ordinary Shareholders ), pay to the holders of the Preferred Shares (hereinafter referred to as the Preferred Shareholders ) the respective amount set forth in Exhibit 1 (in the case of the Class C Preferred Shares, the sum of the Basic Preferred Dividends and s set forth in Exhibit 1; hereinafter referred to as the Preferred Dividends ). Provided, however, that if the Preferred Interim Dividends as set forth in Article 14 hereof were paid during the relevant business year which the record date of the relevant year-end dividends belongs to, the amount of such Preferred Interim Dividends shall be subtracted from the Preferred Dividends. 2-3 (Preferred Interim Dividends) Article 14 In the event that the Bank pays the interim dividends set forth in Article 51 hereof, the Bank shall, in preference to the Ordinary Shareholders, pay to the Preferred Shareholders the respective amount set forth in Exhibit 2 (in these articles of incorporation referred to as the Preferred Interim Dividends ). (Newly added) (Priority) Article 20 In terms of the payment of the preferred dividends, the preferred interim dividends and the distribution of the residual assets, both the Class A Preferred Shares and the Class C Preferred Shares shall be of the same priority. (Number of Shares Constituting One Unit) Article 8 The number of shares constituting one unit (tan-gen) of each class of shares of the Bank shall be one thousand (1,000) shares. (Preferred Dividends) Article In the event that the Bank pays year-end dividends set forth in Article 49 hereof, the Bank shall, in preference to the holders of the ordinary shares (hereinafter referred to as the Ordinary Shareholders ), pay to the holders of the Preferred Shares (hereinafter referred to as the Preferred Shareholders ) the respective amount set forth in Exhibit 1 (in the case of the Class C Preferred Shares, the sum of the Basic Preferred Dividends and s set forth in Exhibit 1; hereinafter referred to as the Preferred Dividends ). Provided, however, that if the Preferred Interim Dividends as set forth in Article 14 and the Preferred Quarterly Dividends as set forth in Article 14.2 hereof were paid during the relevant business year which the record date of the relevant year-end dividends belongs to, the amount of such Preferred Interim Dividends and Preferred Quarterly Dividends shall be subtracted from the Preferred Dividends. 2-3 (Preferred Interim Dividends) Article 14 In the event that the Bank pays the interim dividends set forth in Article 49 hereof, the Bank shall, in preference to the Ordinary Shareholders, pay to the Preferred Shareholders the respective amount set forth in Exhibit 2 (in these articles of incorporation referred to as the Preferred Interim Dividends ), provided, however, that if the Preferred Quarterly Dividends as set forth in Article 14.2 hereof were paid during the relevant interim period which the record date of the relevant interim dividends belongs to, the amount of such Preferred Quarterly Dividends shall be subtracted from the Preferred Interim Dividends. (Preferred Quarterly Dividends) Article 14.2 In the event that the Bank pays the quarterly dividends set forth in Article 49 hereof, the Bank shall, in preference to the Ordinary Shareholders, pay to the Preferred Shareholders the respective amount set forth in Exhibit 2.2 (in these articles of incorporation referred to as the Preferred Quarterly Dividends ). (Priority) Article 20 In terms of the payment of the preferred dividends, the preferred interim dividends and the preferred quarterly dividends and the distribution of the residual assets, both the Class A Preferred Shares and the Class C Preferred Shares shall be of the same priority. 5

6 (Chairman) Article The Chairman, or if he so designates, the President shall act as chairman of general meetings of shareholders. 2. Should the Chairman be absent or if he is prevented from so acting, the President, the Vice Chairman, the Deputy President and the Senior Managing Director shall so act in accordance with such order of priority. In the event that there are two or more Vice Chairmen, Deputy Presidents or Senior Managing Directors, the order of priority among the Vice Chairmen, the Deputy Presidents or the Senior Managing Directors shall be determined in advance by the Board of Directors. In the event that the Chairman, the President, the Vice Chairman, the Deputy President and the Senior Managing Director fail or become unable to act, the other directors shall act in his or her place as determined in advance by the Board of Directors. (Number of Directors and Election) Article The number of directors of the Bank shall not be more than thirty (30). 2-3 (Tenure of Office of Directors) Article The tenure of office of a director shall expire at the closing of the ordinary general meeting of shareholders concerning the last business year ending within one (1) year after his or her assumption of such office. 2 (Appointment of the Chairman, the President, etc.) Article 31 The Board of Directors may appoint one (1) Chairman, one (1) President and one (1) or more Vice Chairmen, Deputy Presidents, Senior Managing Directors and Managing Directors from among the directors. (Chairman) Article Either of the Chairman or the President, whoever has been elected as the Chief Executive Officer by the Board of Directors, shall act as chairman of general meetings of shareholders. 2. In the event that the person set forth in the foregoing fails or becomes unable to act, the other directors shall act in his or her place as determined in advance by the Board of Directors. (Number of Directors and Election) Article The number of directors of the Bank shall not be more than twelve (12). 2-3 (Tenure of Office of Directors) Article The tenure of office of a director shall expire at the closing of the ordinary general meeting of shareholders concerning the business year ending within one (1) year after his or her assumption of such office. 2. (Appointment of the Chairman, the President, etc.) Article The Board of Directors may appoint one (1) President from among the directors. 2. The Board of Directors may appoint one (1) Chairman, one (1) or more Vice Chairmen and Deputy Presidents from among the directors. 6

7 (Duty of the Chairman, the President, etc.) Article The Chairman shall be responsible for overseeing the performance of the Bank and of the executive management of the Bank. 2. The President shall exercise the resolutions of the Board of Directors and exercise general control over the business of the Bank. 3. The Vice Chairman, the Deputy President, the Senior Managing Director and the Managing Director shall assist the President and manage the business of the Bank. 4. In the event that the Chairman and the President fail or become unable to act, the Vice Chairman, the Deputy President and the Senior Managing Directors shall act in his or her place in accordance with such order of priority. In the event that there are two or more the Vice Chairmen, the Deputy Presidents or Senior Managing Directors, the order of priority among the Vice Chairmen, the Deputy Presidents or the Senior Managing Director shall be determined in advance by the Board of Directors. 5. In the event that the Chairman, the President, the Vice Chairman, the Deputy President and the Senior Managing Director fail or become unable to act, the other directors shall act in his or her place as determined in advance by the Board of Directors. (Constitution and Power of the Board of Directors) Article 33 (Notice of Convocation of Meetings of Board of Directors) Article 34 (Omission of Resolutions of the Board of Directors) Article 35 (Chairman of Board of Directors) Article The Chairman, or if he so designates, the President shall act as chairman of meetings of the Board of Directors. Should the Chairman be absent or if he is prevented from so acting, the President, the Vice Chairman, the Deputy President and the Senior Managing Director shall so act in accordance with such order of priority. In the event that there are two or more Vice Chairmen, Deputy Presidents and Senior Managing Directors, the order of priority among the Vice Chairmen, the Deputy Presidents or the Senior Managing Directors shall be determined in advance by the Board of Directors. 2. In the event that the Chairman, the President, the Vice Chairman, the Deputy President and the Senior Managing Director fail or become unable to act, the other directors shall act in his or her place as determined in advance by the Board of Directors. (Deleted) (Constitution and Power of the Board of Directors) Article 32 (Notice of Convocation of Meetings of Board of Directors) Article 33 (Omission of Resolutions of the Board of Directors) Article 34 (Chairman of Board of Directors) Article The Chairman or the President shall act as chairman of meetings of the Board of Directors as determined in advance by the Board of Directors. 2. In the event that the person set forth in the foregoing fails or becomes unable to act, the other directors shall act in his or her place as determined in advance by the Board of Directors. 7

8 (Method of Resolutions at Meetings of the Board of Directors) Article 37 (Directors Liability Exemption, etc.) Article 38 (Counselor) Article 39 The Board of Directors may appoint the Counselor by its resolution. (Number of Statutory Auditors and Election) Article 40 (Tenure of Office of Statutory Auditors) Article 41 (Election of Standing Statutory Auditors) Article 42 (Constitution and Power of the Board of Statutory Auditors) Article 43 (Notice of Convocation of Board of Statutory Auditors) Article 44 (Method of Resolutions at the Board of Statutory Auditors) Article 45 Except as otherwise provided by laws and regulations, all resolutions at a meeting of the Board of Statutory Auditors shall be adopted by the affirmative vote of a majority of the statutory auditors. (Change in Japanese expression only) (Statutory Auditors Liability Exemption, etc.) Article 46 (Basis) Article 47 (Regulation for Handling of the Specific Corporate Debentures) Article 48 (Method of Resolutions at Meetings of the Board of Directors) Article 36 (Directors Liability Exemption, etc.) Article 37 (Deleted) (Number of Statutory Auditors and Election) Article 38 (Tenure of Office of Statutory Auditors) Article 39 (Election of Standing Statutory Auditors) Article 40 (Constitution and Power of the Board of Statutory Auditors) Article 41 (Notice of Convocation of Board of Statutory Auditors) Article 42 (Method of Resolutions at the Board of Statutory Auditors) Article 43 Except as otherwise provided by laws and regulations, all resolutions at a meeting of the Board of Statutory Auditors shall be adopted by the affirmative vote of a majority of the statutory auditors. (Change in Japanese expression only) (Statutory Auditors Liability Exemption, etc.) Article 44 (Basis) Article 45 (Regulation for Handling of the Specific Corporate Debentures) Article 46 8

9 (Business Year) Article 49 (Decision-Making Body for Dividends of Surplus) Article 50 (Record Date for Dividends of Surplus) Article Dividends of surplus shall be made with the record date being March 31 and September 30 of each year (in these articles of incorporation, dividends of surplus with the record date of March 31 of each year being referred to as the year-end dividends and dividends of surplus with the record date of September 30 of each year being referred to as the interim dividends ) 2. (Exclusion Period of Dividends, etc.) Article 52 (Business Year) Article 47 (Decision-Making Body for Dividends of Surplus) Article 48 (Record Date for Dividends of Surplus) Article Dividends of surplus shall be made with the record date being March 31, June 30, September 30 and December 31 of each year (in these articles of incorporation, dividends of surplus with the record date of March 31 of each year being referred to as the year-end dividends, dividends of surplus with the record date of September 30 of each year being referred to as the interim dividends and dividends of surplus with the record date of June 30 and December 31 of each year being referred to as quarterly dividends ) 2. (Exclusion Period of Dividends, etc.) Article 50 9

10 Exhibit 1. (1) Preferred Dividends for Class A Preferred Share Preferred Dividends per Class A Preferred Share per year is calculated by the formula set forth below: 10 yen 1- the Preferred Share to be held in FY 2012 Special Preferred Dividend in the abovementioned formula shall mean the aggregate amount of the Special Preferred Dividend for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the year-end dividends. the Preferred Share to be held in FY 2012 in the abovementioned formula shall mean the aggregate amount of Special Preferred Dividend for Class C Preferred Share to be paid before the Mandatory Acquisition Date of the Preferred Shares set forth in Article 19 hereof. (2) Preferred Dividends for Class C Preferred Share Preferred Dividends per Class C Preferred Share per year is the sum of each amount calculated by the formulas (a) and (b) set forth below: Exhibit 1. (1) Preferred Dividends for Class A Preferred Share Preferred Dividends per Class A Preferred Share per year are calculated by the formula set forth below: 10 yen 1- the Preferred Share held in FY 2012 Special Preferred Dividend in the abovementioned formula shall mean the aggregate amount of the Special Preferred Dividend for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the year-end dividends. the repurchase and the Preferred Share held in FY 2012 in the abovementioned formula shall mean two hundred four billion nine hundred million (204,900,000,000) yen. (2) Preferred Dividends for Class C Preferred Share Preferred Dividends per Class C Preferred Share per year are the sum of each amount calculated by the formulas (a) and (b) set forth below: (a) Basic Preferred Dividends (a) Basic Preferred Dividends 7.44 yen 1- the Preferred Share to be held in FY 2012 Special Preferred Dividend in the abovementioned formula shall mean the aggregate amount of the Special Preferred Dividend for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the year-end dividends. the Preferred Share to be held in FY 2012 in the abovementioned formula shall mean the aggregate amount of for Class C Preferred Share to be paid before the Mandatory Acquisition Date of the Preferred Shares set forth in Article 19 hereof yen 1- the Preferred Share held in FY 2012 Special Preferred Dividend in the abovementioned formula shall mean the aggregate amount of the Special Preferred Dividend for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the year-end dividends. the repurchase and the Preferred Share held in FY 2012 in the abovementioned formula shall mean two hundred four billion nine hundred million (204,900,000,000) yen. 10

11 (b) s (b) s s shall be the amount calculated by dividing the Amount (1) by the number of Class C Preferred Shares issued as of the record date for the year-end dividends. The Amount (1) shall be an amount calculated by dividing two hundred and twenty seven billion six hundred million yen minus the aggregate amount of considerations for Class C Preferred Shares acquired by the Bank during the period from September 28, 2012 to March 31, 2013 by ten. In the case that the Bank effectuates the buyback of the Class C Preferred Shares in accordance with the original proposal regarding the buyback of Class C Preferred Shares proposed at the Bank s general meeting of shareholders held on September 27, 2012, the Amount (1) above shall be deemed as twenty billion four hundred and ninety million yen. s shall be the amount calculated by dividing twenty billion four hundred and ninety million (20,490,000,000) yen by the number of Class C Preferred Shares issued as of the record date for the year-end dividends. 11

12 Exhibit 2. (1) Preferred Interim Dividends for Class A Preferred Share Preferred Interim Dividends per Class A Preferred Share per year is calculated by the formula set forth below: 5 yen 1- the Preferred Share to be held in FY 2012 Special Preferred Dividend in the abovementioned formula shall mean the aggregate amount of the Special Preferred Dividend for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the interim dividends. the repurchase and the Preferred Share to be held in FY 2012 in the abovementioned formula shall mean the aggregate amount of Special Preferred Dividend for Class C Preferred Share to be paid before the Mandatory Acquisition Date of the Preferred Shares set forth in Article 19 hereof. (2) Preferred Interim Dividends for Class C Preferred Share Preferred Interim Dividends per Class C Preferred Share per year is calculated by the formula set forth below: Exhibit 2. (1) Preferred Interim Dividends for Class A Preferred Share Preferred Interim Dividends per Class A Preferred Share are calculated by the formula set forth below: 5 yen 1- the Preferred Share held in FY 2012 in the abovementioned formula shall mean the aggregate amount of the for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the interim dividends. the repurchase and the Preferred Share held in FY 2012 in the abovementioned formula shall mean two hundred four billion nine hundred million (204,900,000,000) yen. (2) Preferred Interim Dividends for Class C Preferred Share Preferred Interim Dividends per Class C Preferred Share are calculated by the formula set forth below: 3.72 yen 1- the Preferred Share to be held in FY 2012 Special Preferred Dividend in the abovementioned formula shall mean the aggregate amount of the Special Preferred Dividend for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the interim dividends. the repurchase and the Preferred Share to be held in FY 2012 in the abovementioned formula shall mean the aggregate amount of Special Preferred Dividend for Class C Preferred Share to be paid before the Mandatory Acquisition Date of the Preferred Shares set forth in Article 19 hereof yen 1- the Preferred Share held in FY 2012 in the abovementioned formula shall mean the aggregate amount of the for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the interim dividends. the repurchase and the Preferred Share held in FY 2012 in the abovementioned formula shall mean two hundred four billion nine hundred million (204,900,000,000) yen. 12

13 (Newly added) Exhibit 2.2 (1) Preferred Quarterly Dividends for Class A Preferred Share Preferred Quarterly Dividends per Class A Preferred Share are calculated by the formula set forth below: 2.5 yen 1- the Preferred Share held in FY 2012 in the abovementioned formula shall mean the aggregate amount of the for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the quarterly dividends. the repurchase and the Preferred Share held in FY 2012 in the abovementioned formula shall mean two hundred four billion nine hundred million (204,900,000,000) yen. (2) Preferred Quarterly Dividends for Class C Preferred Share Preferred Quarterly Dividends per Class C Preferred Share are calculated by the formula set forth below: 1.86 yen 1- the Preferred Share held in FY 2012 in the abovementioned formula shall mean the aggregate amount of the for Class C Preferred Share paid during the period from October 2, 2012, to the record date of the quarterly dividends. the repurchase and the Preferred Share held in FY 2012 in the abovementioned formula shall mean two hundred four billion nine hundred million (204,900,000,000) yen. 13

14 Exhibit 4. (1) Acquisition Period for Class C Preferred Shareholders and Terms and Conditions of Acquisition (2) Terms and Conditions of Acquisition Class C Preferred Shareholders can request the delivery of ordinary shares of the Bank in exchange for the Bank s acquisition of the Class C Preferred Shares pursuant to the terms and conditions of acquisition below. (A) (B) Amendment of Acquisition Rate On October 3 of every year from October 3, 2006 to October 3, 2021 (hereinafter referred to as the Amendment Date ), the acquisition price shall be amended to the current market value as calculated pursuant to (a) or (b) below (hereinafter referred to as the Adjusted Acquisition Price ); provided, however, that in the case that the amount so calculated is lower than four hundred fifty yen ( 450) (hereinafter referred to as the Minimum Acquisition Price ; this price shall be adjusted pursuant to (D) below), the Minimum Acquisition Price shall be the initial acquisition price. In the event that such amount is higher than five hundred forty yen ( 540) (hereinafter referred to as the Maximum Acquisition Price ; this price shall be adjusted pursuant to (D) below), the Maximum Acquisition Price shall be the initial acquisition price. Exhibit 4. (1) Acquisition Period for Class C Preferred Shareholders and Terms and Conditions of Acquisition (2) Terms and Conditions of Acquisition Class C Preferred Shareholders can request the delivery of ordinary shares of the Bank in exchange for the Bank s acquisition of the Class C Preferred Shares pursuant to the terms and conditions of acquisition below. (A) (B) Amendment of Acquisition Rate On October 3 of every year from October 3, 2006 to October 3, 2021 (hereinafter referred to as the Amendment Date ), the acquisition price shall be amended to the current market value as calculated pursuant to (a) or (b) below (hereinafter referred to as the Adjusted Acquisition Price ); provided, however, that in the case that the amount so calculated is lower than four hundred fifty yen ( 450) (hereinafter referred to as the Minimum Acquisition Price ; this price shall be adjusted pursuant to (D) below), the Minimum Acquisition Price shall be the initial acquisition price. In the event that such amount is higher than five hundred forty yen ( 540) (hereinafter referred to as the Maximum Acquisition Price ; this price shall be adjusted pursuant to (D) below), the Maximum Acquisition Price shall be the initial acquisition price. 14

15 (a) In the case that ordinary shares of the Bank are listed on any of the stock exchanges or registered on the register of over-the-counter securities held by any of the securities dealers associations (this situation shall be hereinafter referred to as Listed ) at the time of the forty-fifth (45th) trading day prior to the relevant Amendment Date, the market value shall be the average closing price (including quoted price (kehai hyoji)) of the ordinary trade of the Bank s ordinary shares at the relevant exchange (hereinafter referred to as the Exchange ; this term shall refer to the relevant stock exchange or the over-the-counter market established by the relevant securities dealers association (hereinafter referred to as the Over-the-Counter Market ) of the ordinary trade of the Bank s ordinary shares) for the period of thirty (30) trading days (excluding trading days on which there was no such closing price) commencing on such forty-fifth (45th) trading day. If ordinary shares of the Bank are Listed or traded on several stock exchanges or Over-the-Counter Markets in total on the forty-fifth (45th) trading day referred to above, the market value shall be the average closing price of the ordinary trade of the Bank s ordinary shares at the stock exchange or the Over-the-Counter Market that has the largest total trading volume during the relevant period of such forty-five (45) trading days. (b) In the case that ordinary shares of the Bank are not Listed on any stock exchange or registered on a register of over-the-counter securities at the time of the forty-fifth (45th) trading day prior to the relevant Amendment Date (this situation shall be hereinafter referred to as Not Listed ), the market value shall be the net asset value per share calculated by using the following formula: (The rest is omitted) (a) In the case that ordinary shares of the Bank are listed on any of the financial instruments exchanges or registered on the register of over-the-counter securities held by any of the securities dealers associations (this situation shall be hereinafter referred to as Listed ) at the time of the forty-fifth (45th) trading day prior to the relevant Amendment Date, the market value shall be the average closing price (including quoted price (kehai hyoji)) of the ordinary trade of the Bank s ordinary shares at the relevant exchange (hereinafter referred to as the Exchange ; this term shall refer to the relevant financial instruments exchange or the over-the-counter market established by the relevant securities dealers association (hereinafter referred to as the Over-the-Counter Market ) of the ordinary trade of the Bank s ordinary shares) for the period of thirty (30) trading days (excluding trading days on which there was no such closing price) commencing on such forty-fifth (45th) trading day. If ordinary shares of the Bank are Listed or traded on several financial instruments exchanges or Over-the-Counter Markets in total on the forty-fifth (45th) trading day referred to above, the market value shall be the average closing price of the ordinary trade of the Bank s ordinary shares at the financial instruments exchange or the Over-the-Counter Market that has the largest total trading volume during the relevant period of such forty-five (45) trading days. (b) In the case that ordinary shares of the Bank are not Listed on any financial instruments exchange or registered on a register of over-the-counter securities at the time of the forty-fifth (45th) trading day prior to the relevant Amendment Date (this situation shall be hereinafter referred to as Not Listed ), the market value shall be the net asset value per share calculated by using the following formula: (The rest is no change) 15

16 Exhibit 5. Mandatory Acquisition Price of Class A Preferred Shares The Mandatory Acquisition Price of Class A Preferred Shares shall be as follows: (1) In the case that ordinary shares of the Bank are listed on any of the stock exchanges or registered on the register of over-the-counter securities held by any of the securities dealers associations at the time of the forty-fifth (45th) trading day prior to the Mandatory Acquisition Date, the Mandatory Acquisition Price shall be the average closing price (including quoted price (kehai hyoji)) at the relevant stock exchange or the over-the-counter market established by the relevant securities dealers association (hereinafter referred to as the Over-the-Counter Market ) of the ordinary trade of the Bank s ordinary shares for the period of thirty (30) trading days commencing on the abovementioned forty-fifth (45th) trading day (excluding trading days on which there was no such closing price). In the case that ordinary shares of the Bank are listed or traded on several stock exchanges or Over-the-Counter Markets in total on the said forty-fifth (45th) trading day, the Mandatory Acquisition Price shall be the average calculated based upon the daily closing prices of the ordinary trade of the Bank s ordinary shares at the stock exchange or Over-the-Counter Market that has the largest total volume of trading during the period from the abovementioned forty-fifth (45th) trading day until the day before the Mandatory Acquisition Date. In such calculation, the average shall be calculated in yen to the second decimal place and rounded to the nearest first decimal place (.05 being rounded upwards). (2) In the case that ordinary shares of the Bank are neither listed on any of the stock exchanges nor registered on any of the registers of over-the-counter securities as of the forty-fifth (45th) trading day prior to the Mandatory Acquisition Date, the Mandatory Acquisition Price shall be the amount of net assets in the consolidated balance sheet as of March 31, 2022 (excluding stock acquisition rights and minority shareholders interest) minus the aggregate issue amount of Series 4 Preferred Shares issued as of March 31, 2022 divided by the number of ordinary shares issued as of March 31, 2022 (excluding the number of shares held by the Bank) ). (3) Exhibit 5. Mandatory Acquisition Price of Class A Preferred Shares The Mandatory Acquisition Price of Class A Preferred Shares shall be as follows: (1) In the case that ordinary shares of the Bank are listed on any of the financial instruments exchanges or registered on the register of over-the-counter securities held by any of the securities dealers associations at the time of the forty-fifth (45th) trading day prior to the Mandatory Acquisition Date, the Mandatory Acquisition Price shall be the average closing price (including quoted price (kehai hyoji)) at the relevant financial instruments exchange or the over-the-counter market established by the relevant securities dealers association (hereinafter referred to as the Over-the-Counter Market ) of the ordinary trade of the Bank s ordinary shares for the period of thirty (30) trading days commencing on the abovementioned forty-fifth (45th) trading day (excluding trading days on which there was no such closing price). In the case that ordinary shares of the Bank are listed or traded on several financial instruments exchanges or Over-the-Counter Markets in total on the said forty-fifth (45th) trading day, the Mandatory Acquisition Price shall be the average calculated based upon the daily closing prices of the ordinary trade of the Bank s ordinary shares at the financial instruments exchange or Over-the-Counter Market that has the largest total volume of trading during the period from the abovementioned forty-fifth (45th) trading day until the day before the Mandatory Acquisition Date. In such calculation, the average shall be calculated in yen to the second decimal place and rounded to the nearest first decimal place (.05 being rounded upwards). (2) In the case that ordinary shares of the Bank are neither listed on any of the financial instruments exchanges nor registered on any of the registers of over-the-counter securities as of the forty-fifth (45th) trading day prior to the Mandatory Acquisition Date, the Mandatory Acquisition Price shall be the amount of net assets in the consolidated balance sheet as of March 31, 2022 (excluding stock acquisition rights and minority shareholders interest) minus the aggregate issue amount of Series 4 Preferred Shares issued as of March 31, 2022 divided by the number of ordinary shares issued as of March 31, 2022 (excluding the number of shares held by the Bank) ). (3) 16

17 Exhibit 6. Mandatory Acquisition Price of Class C Preferred Shares The Mandatory Acquisition Price of Class C Preferred Shares shall be as follows: (1) In the case that ordinary shares of the Bank are listed on any of the stock exchanges or registered on the register of over-the-counter securities held by any of the securities dealers associations at the time of the forty-fifth (45th) trading day prior to the Mandatory Acquisition Date, the Mandatory Acquisition Price shall be the average closing price (including quoted price (kehai hyoji)) at the relevant stock exchange or the over-the-counter market established by the relevant securities dealers association (hereinafter referred to as the Over-the-Counter Market ) of the ordinary trade of the Bank s ordinary shares for the period of thirty (30) trading days commencing on the abovementioned forty-fifth (45th) trading day (excluding trading days on which there was no such closing price). In the case that ordinary shares of the Bank are listed or traded on several stock exchanges or Over-the-Counter Markets in total on the said forty-fifth (45th) trading day, the Mandatory Acquisition Price shall be the average calculated based upon the daily closing prices of the ordinary trade of the Bank s ordinary shares at the stock exchange or Over-the-Counter Market that has the largest total volume of trading during the period from the abovementioned forty-fifth (45th) trading day until the day before the Class C Mandatory Acquisition Date. In such calculation, the average shall be calculated in yen to the first decimal place and rounded to the nearest first decimal place (.5 being rounded upwards). (2) In the case that ordinary shares of the Bank are neither listed on any of the stock exchanges nor registered on any of the registers of over-the-counter securities at that time, the Mandatory Acquisition Price shall be the amount of net assets per share to be calculated in accordance with the formula set forth in (2)(B)(b) of Exhibit 4: Acquisition Period for Class C Preferred Shareholders and Terms and Conditions of Acquisition. (3) Exhibit 6. Mandatory Acquisition Price of Class C Preferred Shares The Mandatory Acquisition Price of Class C Preferred Shares shall be as follows: (1) In the case that ordinary shares of the Bank are listed on any of the financial instruments exchanges or registered on the register of over-the-counter securities held by any of the securities dealers associations at the time of the forty-fifth (45th) trading day prior to the Mandatory Acquisition Date, the Mandatory Acquisition Price shall be the average closing price (including quoted price (kehai hyoji)) at the relevant financial instruments exchange or the over-the-counter market established by the relevant securities dealers association (hereinafter referred to as the Over-the-Counter Market ) of the ordinary trade of the Bank s ordinary shares for the period of thirty (30) trading days commencing on the abovementioned forty-fifth (45th) trading day (excluding trading days on which there was no such closing price). In the case that ordinary shares of the Bank are listed or traded on several financial instruments exchanges or Over-the-Counter Markets in total on the said forty-fifth (45th) trading day, the Mandatory Acquisition Price shall be the average calculated based upon the daily closing prices of the ordinary trade of the Bank s ordinary shares at the financial instruments exchange or Over-the-Counter Market that has the largest total volume of trading during the period from the abovementioned forty-fifth (45th) trading day until the day before the Class C Mandatory Acquisition Date. In such calculation, the average shall be calculated in yen to the first decimal place and rounded to the nearest first decimal place (.5 being rounded upwards). (2) In the case that ordinary shares of the Bank are neither listed on any of the financial instruments exchanges nor registered on any of the registers of over-the-counter securities at that time, the Mandatory Acquisition Price shall be the amount of net assets per share to be calculated in accordance with the formula set forth in (2)(B)(b) of Exhibit 4: Acquisition Period for Class C Preferred Shareholders and Terms and Conditions of Acquisition. (3) 17

18 Proposal No.2: Appointment of Eight Directors At the close of this Ordinary General Meeting of Shareholders, the term of office of all thirty (13) directors shall expire. This is to propose, therefore, eight (8) directors be elected. Candidates are shown below. Candidates for Directors Candidate No. 1 2 Name (Date of Birth) Shinsuke Baba (August 23, 1954) Masaki Tanabe (January 25, 1957) Mar Apr Aug Apr Apr June 2004 Sep May 2006 Apr.2007 May 2007 June 2008 Nov June 2009 Sep Mar Apr Apr June 1995 June 1996 Apr July 1999 Aug Aug Mar Nov Sep Brief Personal History, Positions, Areas of Responsibility and Concurrent Major Posts BA in Economics, University of Tokyo The Nippon Credit Bank, Ltd (changed name to Aozora Bank, Ltd. in January 2001) General Manager of Cross Border Business Division General Manager of Investment Banking Division General Manager of Structured Credit and Investment Division Senior General Manager, General Manager of Structured Credit and Investment Division Executive Officer, Head of Corporate Banking Group Executive Officer, Head of Corporate Banking Group and concurrently General Manager of Capital Markets Division Senior Managing Executive Officer, Head of Investment Banking Group, concurrently Acting Head of Corporate Banking Group and concurrently General Manager of Capital Markets Division Senior Managing Executive Officer, Head of Investment Banking Group Senior Managing Executive Officer, Head of Corporate Banking Group and Head of Investment Banking Group Executive Officer and Deputy President Executive Officer and Deputy President, Representative Director Executive Officer and President, Representative Director (present) BA in Economics, Hitotsubashi University The Nippon Credit Bank, Ltd (changed name to Aozora Bank, Ltd. in January 2001) Senior Manager of International Business Planning Division Head of Risk Management Department, Treasury Planning Division Senior Manager of Treasury Planning Division Deputy General Manager of Treasury Planning Division Deputy General Manager of Treasury Division General Manager of Treasury Planning Division General Manager of Financial Management Division Executive Officer & Deputy Chief Financial Officer Senior Managing Executive Officer Chief Financial Officer Senior Managing Executive Officer and Chief Financial Officer, Director (present) Type and per-type number of Bank s shares Owned by Candidate Common Stock 109,298 Common stock 63,527 18

19 3 Yuji Shirakawa (November 3,1935) Mar Apr June 1966 Aug Feb Dec Sep Aug May 1990 Feb June 1996 June 1997 Mar Apr June 2005 Jan Apr Nov Feb June 2009 Sep B.A., the Faculty of Politics and Economics, Gakushuin University The Nikko Securities Co., Ltd. Been transferred to The Nikko International Co., Ltd. in New York Chief Representative, Nikko Paris Office Managing Director, The Nikko Securities Co., (Europe) Ltd. Director, The Nikko Securities Co., Ltd. (stationed in Europe) Managing Director Chief Operating Officer, Europe Group (stationed in Europe) Senior Managing Director, Chief Operating Officer in charge of Investment Services Group-Financial Institutions Deputy President in charge of American Group, European Group, Asia and Oceania Group Deputy Chairman, The Nikko Research Center, Ltd President Chairman, Nikko Salomon Smith Barney Limited Chairman, Nikko Citigroup Limited (altered trade name of the above) Senior Advisor Chairman of the Board Senior Advisor Resigned Joined Aozora Bank, Ltd. as Senior Advisor Executive Officer and Chairman, Director Executive Officer, Director (present) Common Stock 71,947 19

20 4 5 Kiyoshi Tsugawa (October 20,1933) Shunsuke Takeda (September 30, 1941) June 2004 July 2004 June 2005 July 2006 Mar Apr Sep Mar Nov Sep June 1993 May 1997 June 1998 Sep June 1999 Apr June 2002 June 2003 Feb June 2007 June 2010 Graduated from University of Tokyo The Bank of Tokyo, Ltd. The Bank of Tokyo Trust Company (New York) Vice President & General Manager, National Division The Bank of Tokyo, Ltd. Deputy General Manager, International Investment Division Deputy General Manager, Tokyo Main Office Acting General Manager, Tokyo Main Office General Manager, Milano Office, Italy Bank of Tokyo International Plc. In London President & CEO The Bank of Tokyo, Ltd. General Manager, International Investment Division Director (Board Member) General Manager, Capital Market Division No.1 S.G.Warburg Securities (Japan) Inc., Chairman & President Lehman Brothers Japan Inc., Chairman Executive Advisor and a Member of Advisory Board Joined Aozora Bank, Ltd. as Director (present) Aramark Asia Management, LLC, Chairman Director of Aim Service Special Advisor of Hartford Life Insurance K.K. University of Tokyo, Bachelor of Law Joined the Nippon Kangyo Bank, Ltd. Joined Orient Leasing Co., Ltd. (current Orix Corporation) GM of International Capital Markets Department GM of International Administration Department and International Account Services Department GM of Treasury Department Director and GM of Treasury Department Managing Director and Chief Financial Officer (CFO) Managing Director and CFO Senior Managing Director and CFO Corporate Executive Vice President CFO Member of the Board Deputy President and CFO Member of the Board Member of the Board, Director of Fuji Fire and Marine Insurance Co., Ltd. Director, Deputy President and CFO of Orix Corporation Director, Vice Chairman and CFO Senior Advisor Joined Aozora Bank, Ltd. as Director (present) Chairman and Representative Executive Officer, Daikyo Incorporated Advisor, Orix Corporation (present) Common Stock 63,298 Common Stock 34,597 20