Aozora Bank : The Convocation Notice for the 91st Ordinary General Meeting of Shareholders

【TRANSLATION】

[NOTICE: This Notice of Convocation is a translation of the Japanese original for reference purposes only, and in the event of any discrepancy, the Japanese original shall prevail.]

Aozora Bank, Ltd.

Securities Code 8304

The Convocation Notice for the 91 st

Ordinary General Meeting of Shareholders

■ Date & Time

June 25, 2024 (Tuesday)

10:00 a.m. (reception opens at 9:00 a.m.)

■Venue

KIOI CONFERENCE of

TOKYO GARDEN TERRACE KIOICHO

Kioicho1-4,Chiyoda-ku, Tokyo

(Please refer to map on the last page)

■Proposals for Resolution

Proposal No.1 Appointment of Nine Directors

Proposal No.2 Appointment of One Audit &

Supervisory Board Member

Proposal No.3 Appointment of Two Alternate Audit &

Supervisory Board Members

■ There will be no thank-you gift for attendees.

■ The General Meeting of Shareholders will be livestreamed.

(Please see pages 9-10 for details.)

■ Shareholders may exercise their voting rights in advance in writing or via the Internet.

Contents

Message from the CEO	2
Flow of the General Meeting of Shareholders	3
The Convocation Notice for the 91st
Ordinary General Meeting of Shareholders	5
Notice on Exercise of Voting Rights	7
Information regarding the General Meeting of
Shareholders livestream	9
Information regarding the General Meeting of
Shareholders	11
Reference Materials for the General Meeting of
Shareholders
Proposal No. 1: Appointment of Nine Directors	12
Proposal No. 2: Appointment of One Audit & Supervisory Board Member	31
Proposal No. 3: Appointment of Two Alternate Audit & Supervisory Board Members	33
Business Report	43
Consolidated Financial Statements	77
Non-Consolidated Financial Statements	80
Audit Reports	83

Message from the CEO

Representative Director, President and

Chief Executive Officer

Hideto Oomi

I would like to take this opportunity to thank all of our shareholders for their continued support.

My name is Oomi, and I assumed the position of President in April of this year.

I am pleased to present herewith the Notice of Convocation of the 91st Ordinary General Meeting of Shareholders, which will be held on June 25, 2024 (Tuesday).

As a result of the aggressive measures taken in FY2023 to address the balance sheet issues of U.S. non-recourse office loan exposure and restructuring of the securities portfolio, profit attributable to owners of parent was a net loss of 49.9 billion yen, resulting in the suspension of the third quarter and the fourth quarter dividends for FY2023. We sincerely apologize that we were unable to meet the expectation of our shareholders.

In FY2024, we will further allocate resources to and enhance our customer-related businesses focused on "Aozora's Strategic Investments Business," which have been performing strongly.

On May 13, we announced a capital and business alliance with Daiwa Securities Group Inc. We are confident that the alliance will provide us with the capital to further expand our investments and loans in "Aozora's Strategic Investments Business" as well as enhanced products and services created through collaboration between a bank and a securities firm. This will enable us to grow beyond the limits of organic growth while capturing the growth of the broader Japanese economy. A joint steering committee has been established to explore collaboration across a wide range of areas, including wealth management, M&A, real estate related business, and support for growing companies.

In this fiscal year's Notice of Convocation, "Issues to be addressed" (starting on page 47 ) describes our response based on the issues that we addressed in FY2023 as described above and lessons learned from there, as well as our initiatives focusing on "Aozora's Strategic Investments Business" and the new capital and business alliance in FY2024. In addition, we have included messages to shareholders from the Directors and Audit & Supervisory Board Member candidates, who will lead the new management team FY2024 (starting on page 13). We hope you will take the time to review them.

With our new management team, we are committed to improving profitability and meeting the expectations of our shareholders. We sincerely ask for your continued support.

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Flow of the General Meeting of Shareholders

Before the General Meeting of Shareholders

From the date of receipt of the Convocation Notice to June 24, 2024 (Monday)

See disclosure documents

Aozora website dedicated to the General Meeting of Shareholders https://www.aozorabank.co.jp/english/ir/stock/meeting/

(Note) Disclosure documents are posted on the Tokyo Stock Exchange's (TSE) website (Information Service Regarding Companies Listed on the TSE).

Please visit the above-mentioned TSE website, enter "Aozora Bank" in "Stock name (company name)" or "8304" (the Bank's securities code) in "Code", select "Basic information" and then "Publicly available documents / PR information", and see information in the "Convocation Notice of the General Meeting of Shareholders / General Meeting of Shareholders materials" section under "Publicly available documents".

(Note) In addition to the above, these		The main contents of the
documents are also posted on		Convocation Notice are also
the website of PRONEXUS INC.		available on the smartphone

Exercise your voting rights in advance	Validity	No later than 5:15 p.m.
	Date:	on June 24, 2024 (Monday)

We encourage you to exercise your voting rights in advance using any one of the methods described below. If you participate in the General Meeting via livestream, we also ask that you please exercise your voting rights in advance.

On the day of the General Meeting of Shareholders

For those participating in the

General Meeting of

Shareholders in person

Venue, date and time

KIOI CONFERENCE

of TOKYO GARDEN TERRACE KIOICHO

Kioicho1-4,Chiyoda-ku, Tokyo

June 25 (Tuesday) 2024 (reception opens at 9:00 a.m.)

For details, please see page 11.

Information regarding the General Meeting of Shareholders

There will be no thank-you gift for attendees

After the end of General Meeting of Shareholders

See post disclosure regarding the General Meeting of Shareholders

See presentation materials

See answers to questions submitted in advance of the General Meeting of Shareholders

PC Smartphone

Send pre-planned questions

Please check pages 7-8 for details.

Please write your vote of approval or disapproval

Mailing

Acceptance	No later than 5 p.m.
period:	on June 21 (Friday) 2024

There will be no Drink Corner set up by the Bank

For those participating in the General Meeting of Shareholders via livestream

Date of livestream

June 25, 2024

(on Tuesday from 10:00 a.m.)

See the result of exercised voting rights

We will upload a video of the General Meeting to the Aozora website. We plan to make the video available starting in early July once preparations are complete.

Aozora website dedicated to the General Meeting of Shareholders

https://www.aozorabank.co.jp/

• We welcome you to send us pre-planned questions regarding meeting agenda in advance of the General Meeting of Shareholders either in writing or via e-mail. While we will be unable to respond individually to any question or comment, we will pick from those with a high interest among shareholders during the General Meeting and upload the questions/comments along with the Bank's responses to the Aozora website at a later date.

Mailing address:	General Meeting of Shareholders Administration Group
	Corporate Communication Division, Aozora Bank, Ltd.
	6-1-1, Kojimachi, Chiyoda-ku, Tokyo 102-8660
E-mail address:	shitsumon2024＠ aozorabank.co.jp

The General Meeting of Shareholders will be livestreamed via the Internet.

For details, please see pages 9-10 as well as the "Notice on the General Meeting of Shareholders livestream" enclosed with the Convocation Notice for the 91st Ordinary General Meeting of Shareholders.

corp/ir/stock/meeting/

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Securities Code: 8304

Dispatched on: June 5, 2024

Measures for electronic provision taken on: May 28, 2024

Dear Shareholders,

Hideto Oomi

Representative Director and President, Chief Executive Officer

Aozora Bank, Ltd.

1-1, Kojimachi 6-chome,Chiyoda-ku, Tokyo

The Convocation Notice for the 91st Ordinary General Meeting of Shareholders

You are cordially invited to participate in Aozora Bank Ltd.'s 91st Ordinary General Meeting of Shareholders as described below.

Upon the convocation of this General Meeting of Shareholders, electronic provision measures have been taken for information related to Reference Materials for the General Meeting of Shareholders (matters subject to measures for electronic provision), which is posted as "the Convocation Notice for the 91st Ordinary General Meeting of Shareholders" on the websites mentioned below. We ask for your cooperation in visiting any one of these websites to see details.

Aozora website:
A site dedicated to the General	https://www.aozorabank.co.jp/english/ir/stock/meeting/
Meeting of Shareholders
Tokyo Stock Exchange website:	https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?S
Information Service Regarding
how=Show
Companies Listed on the TSE

On the TSE website, please enter "Aozora Bank" in "Stock name (company name)" or "8304" (the Bank's securities code) in "Code", select "Basic information" and then "Publicly available documents / PR information", and see information in the "Convocation Notice of the General Meeting of Shareholders / General Meeting of Shareholders materials" section under "Publicly available documents".

PRONEXUS website:

A site for Reference Materials for the https://d.sokai.jp/8304/teiji/

General Meeting of Shareholders

If you do not intend to visit the venue on the day of the General Meeting, you may exercise your voting rights in advance in writing or via the Internet. We will ask for your cooperation in exercising your voting rights by no later than 5:15 p.m. on June 24 (Monday) 2024, in consideration of the following "Reference Materials for the General Meeting of Shareholders."

We will provide a livestream of the General Meeting (with viewer participation) for our shareholders who reside in remote areas or do not intend to visit the venue, so please feel free to make use of this alternative (please refer to pages 9- 10).

Thank you for your cooperation.

(Note) For instructions on how to exercise voting rights, please refer to the "Notice on Exercise of Voting Rights" on pages 7-8.

1. Date & Time Tuesday, June 25, 2024 at 10:00 a.m.

2. Place	KIOI CONFERENCE of TOKYO GARDEN TERRACE KIOICHO
	Kioicho1-4,Chiyoda-ku, Tokyo

3. Agenda of the meeting

Reports 1. Business Report, Consolidated Financial Statements and Reports of Audit Results of Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Board for the 91st fiscal year (from April 1, 2023 to March 31, 2024)

2. Reports on the Financial Statements for the 91st fiscal year (from April 1, 2023 to March 31, 2024)

Proposals for Resolution:

Proposal No. 1: Appointment of Nine Directors

Proposal No. 2: Appointment of One Audit & Supervisory Board Member

Proposal No. 3: Appointment of Two Alternate Audit & Supervisory Board Members

End

～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～

• In the case of attendance by proxy, 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, attending the General Meeting of Shareholders as a proxy is limited to only one other shareholder with voting rights).
• Pursuant to laws and regulations and the provision of the Bank's Articles of Incorporation, notes to the consolidated financial statements and notes to the non-consolidated financial statements among the matters subject to measures for electronic provision are omitted from the document that refers to matters subject to measures for electronic provision (Convocation Notice of the 91st Ordinary General Meeting of Shareholders).
  As such, the business report, consolidated financial statements and non-consolidated financial statements described in the said document are part of the documents audited by the Independent Auditor who prepared accounting audit reports and by the Audit & Supervisory Board who prepared audit reports.
• Please note that, in the event of any necessary revision to the matters subject to measures for electronic provision, we will inform you of the original and revised matters on the Aozora website and Tokyo Stock Exchange website as well as the PRONEXUS INC. website that posts Reference Materials for the General Meeting of Shareholders.
• For the 91st Ordinary General Meeting of Shareholders, we have sent the document that refers to matters subject to measures for electronic provision (Convocation Notice of the 91st Ordinary General Meeting of Shareholders) to all shareholders, regardless of whether they have requested delivery of printed copies.

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Notice on Exercise of Voting Rights

Once you have reviewed the Reference Materials for the General Meeting of Shareholders (pages 12 to 36), we ask that you please exercise your voting rights regarding each proposal.

The following three methods may be used to exercise your voting rights. Shareholders who will not attend the meeting in person are encouraged to vote using either method B or C.

	A	Attend the Shareholder's Meeting

	C			Exercise your Voting Rights via the Internet
			■	Validity Date:

No later than 5:15 p.m.

on June 24, 2024 (Monday)

"Smart Voting" Method	Exercise of the Voting Rights Code and
Password Method

■ Date & Time:

June 25, 2024 (Tuesday) 10:00 a.m.

Please present the "Exercise of Voting Rights Form" enclosed with the Convocation Notice for the 91st Ordinary General Meeting of Shareholders at the reception desk.

Please also have your Convocation Notice for the 91st Ordinary General Meeting of Shareholders (this document) on hand.

	B		Exercise Your Voting Rights in Writing
		■	Validity Date:
			No later than 5:15 p.m.
			on June 24, 2024 (Monday)

Please write your vote of approval or disapproval on the "Exercise of Voting Rights Form" enclosed with the Convocation Notice for the 91st Ordinary General Meeting of Shareholders and return the form to us by mail so that it arrives no later than the expiration of the Exercise Period.

How to fill out the Exercise of Voting Rights Form

Please write your vote of approval or disapproval

Proposal No. 1 Proposal No. 3

Approval of all candidates >> ○ on「賛」 Disapproval of all candidates >> ○ on「否」 Disapproval of specific candidate(s) >> ○ on「賛」, then fill in the identification number of the candidate(s) of whom you disapprove

You can easily exercise your voting rights by scanning the QR code○R * located in the lower right of your Exercise of Voting Rights Form and entering your "Voting Right Exercise Code" and "Password".

Note: If you wish to update or change your vote, it will be necessary to re-scan the QR code○R and re-enter the "Voting Rights Exercise Code and the "Password" shown on the Exercise of Voting Rights Form.

Next, follow the instructions on the screen to select your approval/disapproval

• QR code is a registered trademark of DENSO WAVE INCORPORATED.

Exercise of the voting right via the Internet is possible through the "Smart Voting" method or by accessing the following website dedicated to exercise of the voting right designated by Aozora Bank from a PC, smartphone, or cell cellphone: https://www.web54.net

Input the "Exercise Code" provided on the Enclosed "Exercise Voting Rights Form"

Input the

"Exercise Code"

Click "Log in"

Input the "Password" provided on the enclosed "Exercise Voting Rights Form"

Enter your password.

Please create a new password for use the next time you log in.

Click "Register"

Next, follow the instructions on the screen to select your approval/disapproval.

Proposal No. 2

Approval >> ○ on「賛」

Disapproval >> ○ on「否」

Electronic platform for executing voting rights (for institutional investors)

Institutional investors may exercise their voting rights for the 91st Ordinary General Meeting of Shareholders through the electromagnetic form operated by ICJ Inc.

If you have any questions about the exercise of		Web Support, Stock Transfer Agency Department,
your voting rights via the Internet via PC,		Sumitomo Mitsui Trust Bank, Limited.
smartphone or cell phone, please contact the
	[Toll-free Hotline] 0120-652-031(9:00a.m.-9:00p.m.)
following department.

1. If you decide to exercise your voting rights in writing or via the Internet more than once, please note the following.

1. If you exercise your voting rights more than once in writing, the exercise made with the most recent reissue of the Exercise of Voting Rights Form shall prevail.
2. If you exercise your voting rights more than once via the Internet, the last exercise made shall prevail.
3. If you exercise your voting rights both in writing and via the Internet, the exercise via the Internet shall prevail.

1. If neither approve nor disapprove is selected for a proposal item, the proposal shall be considered to be approved.

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Information regarding the General Meeting of Shareholders livestream

The General Meeting of Shareholders will be livestreamed via the Internet.

For details, please refer to the descriptions below as well as the "Notice on the

General Meeting of Shareholders livestream" enclosed with the Convocation

Notice for the 91st Ordinary General Meeting of Shareholders.

What is the General Meeting of Shareholders livestream (with viewer participation)?

• This service enables the shareholders who will not attend the General Meeting in person to be able to view a livestream of the event via the Aozora website dedicated to the General Meeting of Shareholders upon verification of shareholder status with a valid ID and password.
• Shareholders viewing the livestream are not considered attendees as defined in the Companies Act. As such, they cannot exercise their voting rights on the day of the General Meeting. We encourage them to cast their vote in writing or via the Internet by 5:15 p.m., on Monday, June 24, 2024. In addition, shareholders viewing the livestream cannot propose any questions or motions as specified under the Companies Act of Japan, but may send comments to the General Meeting of Shareholders Administration Group while watching the video feed.

How to participate in the General Meeting of Shareholders livestream

• If you join the General Meeting via livestream, please visit the log-in screen and enter your ID (shareholder number) and password (zip code) indicated on the "Exercise of Voting Rights Form." For details, please refer to the "Notice on the General Meeting of Shareholders livestream" enclosed with the Convocation Notice for the 91st Ordinary General Meeting of Shareholders.
• The livestream display has a comment field. Any comments forwarded to us are not deemed as questions under the Companies Act. However, we plan to post or reply to these questions on Aozora's website on the day of or at a later date following the General Meeting, unless they include any personal information or inappropriate content, such as a message that may constitute a personal attack.

Other notice regarding the General Meeting of Shareholders livestream

• Video/sound distortion or temporary suspension may occur due to network issues or system failure. The Bank is not responsible for any damages incurred by shareholders for reasons mainly attributable to the aforementioned network issues or system failure.
• Any expenses incurred from accessing the livestream, including communication devices, Internet connection fees and communication charges, shall be borne by shareholders.
• The livestream is available only to shareholders who were on the Bank's shareholder list as of March 31, 2024. Other shareholders may not view the livestream.
• We have taken every possible measure in order to livestream the General Meeting. However, shareholders may be unable to join the General Meeting in cases where the livestream is suspended due to any contingency, such as an unstable network environment and system failure, or cancelled due to unforeseen circumstances.
• Actions including video/sound recording and broadcasting of the livestream are prohibited in order to protect shareholders' image rights.
• The livestream of the General Meeting will be recorded from the back of the venue, and due care will be taken not to include images of attending shareholders. However, please be aware that some shareholders may unavoidably appear on the stream for reasons mainly attributable to the venue.

Contact

• ID (shareholder number) and password (zip code)

Sumitomo Mitsui Trust Bank, Limited. (Shareholders registry administrator):

General Meeting of Shareholders Dedicated Virtual Support Line

TEL: [phone](toll-free, Japanese only)

Weekdays: 9:00 a.m.-5:00 p.m. (excluding weekends and holidays)

• How to view the General Meeting of Shareholders livestream General Meeting of Shareholders Virtual Help Desk
  TEL: [phone](toll-free, Japanese only)
  Wednesday, June 5, 2024 to Monday, June 24, 2024 - Weekdays: 9:00 a.m.-5:00 p.m. (excluding weekends and holidays)
  Tuesday, June 25, 2024 (the date of the General Meeting): from 9:00 a.m. through until meeting's end
• Other inquiries regarding the General Meeting of Shareholders

Aozora Bank, Ltd.:

General Meeting of Shareholders Administration Group, Corporate Communication Division

TEL: [phone] (main number, Japanese only)

Weekdays: 9:00 a.m.-5:00 p.m. (excluding weekends and holidays)

Post disclosure regarding the General Meeting

• We will upload a video of the General Meeting to the Aozora website (https://www.aozorabank.co.jp/english/ir/stock/meeting/). We plan to make the video available starting in early July once preparations are complete.

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Information regarding the General Meeting of Shareholders

There will be		There will be no Drink Corner		The General Meeting of Shareholders
no thank-you gift		set up by the Bank		will be livestreamed
for attendees				(with viewer participation)

Important information regarding the venue of the General Meeting of Shareholders

• We will ensure continuous ventilation and disinfection of equipment and facilities at the venue.
• If you feel unwell during the General Meeting of shareholders, please contact Aozora staff.
• Aozora staff tasked with organizing the General Meeting will only be allowed to do so upon undergoing a health check, including body temperature, and wearing a face mask. There will be no thank-you gift for attendees.
• There will be no Drink Corner or Retail Showroom set up by the Bank.

Information updates until the date of the General Meeting

• Details about the operation of the General Meeting of shareholders stated on this Convocation Notice for the 91st Ordinary General Meeting of Shareholders are subject to change and updates. Shareholders are encouraged to check the latest information on the Aozora website (https://www.aozorabank.co.jp/english/ir/stock/meeting/) before visiting the venue on the date of the General Meeting.

Aozora website dedicated to the General Meeting of Shareholders

https://www.aozorabank.co.jp/english/ir/stock/meeting/

End

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Reference Materials for the General Meeting of Shareholders

Proposals and Reference Matters

Proposal No.1 Appointment of Nine Directors

At the close of this Ordinary General Meeting of Shareholders, the term of office of all eight directors shall expire. This is to propose, therefore, that nine directors be elected. Candidates are shown below, and the matters concerning each candidate are described on pages 13 to 30.

The appointment of Mr. Hiromasa Kawashima shall be effective upon completion of Daiwa Securities Group Inc.'s payment of the total paid-in amount for the third party allotment to a payment handling financial institution (scheduled payment date : July 1, 2024) , pursuant to the Capital and Business Alliance Agreement dated May 13, 2024 between the Bank and Daiwa Securities Group Inc., described on page 58.

				Number of years
Candidate	Name	Current Positions and	Board Meeting	served as director at
No.	Areas of Responsibility	Attendance	the close of this
				General Meeting

										Attended all 13 Board
1		For Reappointment		Inside		Director, Chairman and
								meetings during the	4 years
Koji Yamakoshi			Executive Officer
			relevant fiscal year
									Representative Director,	Attended all 13 Board
2		For Reappointment		Inside
Hideto Oomi						President and Chief	meetings during the	3 years
						Executive Officer	relevant fiscal year
										Attended all 10 Board
3		For Reappointment		Inside		Representative Director,	meetings during the
Masayoshi Ohara			Deputy President and	relevant fiscal year,	1 year
			Executive Officer	after his appointment
										as Director
										Attended all 13 Board
		For		Outside	Independent
4		Reappointment						director	Director	meetings during the	2 years
	Sakie Tachibana Fukushima		relevant fiscal year
										Attended all 10 Board
		For		Outside	Independent		meetings during the
5		Reappointment			director
								Director	relevant fiscal year,	1 year
	Hideyuki Takahashi		after his appointment
										as Director
										Attended all 10 Board
		For		Outside	Independent		meetings during the
6		Reappointment						director	Director	relevant fiscal year,	1 year
	Hideaki Saito					after his appointment
										as Director
7		New Candidate		Inside			Senior Managing	－	－
Takashi Kato				Executive Officer
		New Candidate		Outside	Independent
8								director	－	－	－
Koichi Tadano
9		New Candidate		Outside			－	－	－

Hiromasa Kawashima

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Candidates for Directors

Candidate No.
１	Koji Yamakoshi
	61 years old
	(Date of birth: July 22, 1962)
	For reappointment		Inside

▍Number of Bank's shares Owned by	5,555
Candidate	The above states the sum of the shares held
	directly by the candidate and includes shares
	held through the Executive Stock Ownership Plan
	(ESOP). (Fractional shares are rounded off.)

• Reason for nomination as a candidate for director

Mr. Koji Yamakoshi has been engaged in a broad range of banking businesses such as specialty

▍Number of years served as director

▍Board Meeting Attendance (FY2023)

• years
  (At the close of this Ordinary General Meeting of Shareholders)

Attended all 13 Board meetings during the relevant fiscal year

finance and has made a considerable contribution to the corporate management as an Executive Officer (since July 2012) and subsequently Head of Specialty Finance Group and Head of Corporate Banking Group. He has been responsible for a wide range of business operations and involved in the overall management of the Group as Director, Chairman and Executive Officer (since April 2024), after serving as Representative Director and Deputy President (since June 2021), and he has a thorough knowledge of the Group's overall business operations. The Bank believes he is an adequate candidate because of his deep insight in financial businesses as well as extensive experience and sound judgment.

• Matters concerning interests

• Brief Personal History, Positions, Areas of Responsibility and Concurrent Major Posts

Apr. 1986 The Nippon Credit Bank, Ltd. (currently Aozora Bank, Ltd.)

Apr. 2007 General Manager of Special Finance Division

Dec. 2009 Deputy Head of Specialty Finance Group, and General Manager of Special Situations Division

July 2012 Executive Officer, Deputy Head of Specialty Finance Group Nov. 2012 Executive Officer, Head of Specialty Finance Group

July 2016 Managing Executive Officer, Head of Specialty Finance Group

Jan. 2017 Managing Executive Officer, Head of Specialty Finance Group, and General Manager of Global Real Estate Structured Debt Division

July 2018 Managing Executive Officer, Head of Business Banking Group and Head of Corporate Banking Group

July 2019 Senior Managing Executive Officer, Head of Business Banking Group and Head of Corporate Banking Group

June 2020 Director, Senior Managing Executive Officer, Head of Business Banking Group and Head of Corporate Banking Group

July 2020 Director, Senior Managing Executive Officer, Head of Corporate Banking Group

June 2021 Representative Director, Deputy President and Executive Officer, Head of Corporate Banking Group

July 2021 Representative Director, Deputy President and Executive Officer

Apr. 2024 Director, Chairman and Executive Officer (current)

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There are no other particular business related interests between Mr. Yamakoshi and the Bank.

• Matters concerning Directors and Officers liability insurance contract

Mr. Yamakoshi is currently a director of the Bank, and the Bank has entered into a directors and officers liability insurance contract with insurance companies as stipulated in Article 430-3, paragraph (1) of the Companies Act, in which he is included as an insured party. The said contract covers compensations for damages and legal dispute fees that an insured party may incur due to claims for damages caused by the insured parties' acts (including failure to act) based on their positions as directors and officers, and the Bank has assumed the costs of insurance premiums in full for all of the insured parties with respect to this insurance contract. In case this proposal is approved and resolved, and he assumes the position of Director, he will be included as an insured party. The Bank plans to renew the said insurance contract under the same terms and conditions during his term of office.

• Message to our shareholders

In FY2023, as Representative Director and Deputy President, I discussed and made decisions on important business execution policies and deepened discussions in the best interest of our customers as Chairman of the Customer Protection Committee. In addition, I have promoted alliance strategies to enhance Aozora's corporate value, and we have successfully concluded a capital and business alliance with Daiwa Securities Group Inc. in May of this year.

In FY2024, as Director and Chairman, I will chair the Board of Directors and shift my focus to enhancing our corporate governance by improving the effectiveness of the Board of Directors. As a moderator of the Board of Directors, I will ensure that constructive discussions are held based on a sound check-and-balance relationship between directors who execute business and outside directors who supervise the execution of the business, and that discussions are conducted effectively so that they are tailored to the importance of each agenda item, and that each director's experience and skills are demonstrated through active question-and-answer sessions. The Company will also ensure that the experience and skills of each director are demonstrated through active question-and-answer sessions.

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Candidate No.

２

Hideto Oomi

58 years old

(Date of birth: July 19, 1965)

For reappointment		Inside

▍Number of Bank's shares Owned by	10,311
Candidate	The above states the sum of the shares held
	directly by the candidate and includes shares
	held through the Executive Stock Ownership Plan
	(ESOP). (Fractional shares are rounded off.)

▍Number of years served as director

▍Board Meeting Attendance (FY2023)

• years
  (At the close of this Ordinary General Meeting of Shareholders)

Attended all 13 Board meetings during the relevant fiscal year

Mr. Hideto Oomi has been engaged in a broad range of banking businesses such as corporate banking and corporate strategy and has made a considerable contribution to the corporate management as an Executive Officer (since July 2016), supervising multiple groups/divisions. He has led all of the Aozora Group as Representative Director, President and Chief Executive Officer (since April 2024), after serving as Representative Director, Deputy President (since June 2021) and has a thorough knowledge of the Bank group's overall business operations. The Bank believes he is an adequate candidate because of his deep insight in financial businesses as well as extensive experience and sound judgment.

• Brief Personal History, Positions, Areas of Responsibility and Concurrent Major Posts

Apr. 1989 The Nippon Credit Bank, Ltd. (currently Aozora Bank, Ltd.) Aug. 2007 General Manager of Leveraged Finance Division

Dec. 2009 General Manager of Acquisition & Project Finance Division

Oct. 2011 General Manager of Hiroshima Branch

Nov. 2012 General Manager of Business Strategy Division

July 2016 Executive Officer, Special Assignment

July 2019 Managing Executive Officer, Head of Corporate Strategy Unit, Office of Corporate Secretary and Special Assignment

June 2020 Managing Executive Officer, Head of Corporate Strategy Unit, Head of Trust Business Group, Office of Corporate Secretary and Special Assignment

Apr. 2021 Managing Executive Officer, Head of Strategic Investments Group, Head of Trust Business Group, Head of Corporate Strategy Unit and Office of Corporate Secretary

June 2021 Representative Director, Deputy President and Executive Officer, Head of Strategic Investments Group, Head of Trust Business Group, Head of Corporate Strategy Unit and Office of Corporate Secretary

July 2021 Representative Director, Deputy President and Executive Officer, Head of Strategic Investments Group and Head of Trust Business Group

Apr. 2022 Representative Director, Deputy President and Executive Officer, Head of Institutional Business Promotion Group

Apr. 2024 Representative Director, President and Chief Executive Officer (CEO) (current)

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• Matters concerning interests

There are no other particular business related interests between Mr. Oomi and the Bank.

• Matters concerning Directors and Officers liability insurance contract

Mr. Oomi is currently a director of the Bank, and the Bank has entered into a directors and officers liability insurance contract with insurance companies as stipulated in Article 430-3, paragraph (1) of the Companies Act, in which he is included as an insured party. The said contract covers compensations for damages and legal dispute fees that an insured party may incur due to claims for damages caused by the insured parties' acts (including failure to act) based on their positions as directors and officers, and the Bank has assumed the costs of insurance premiums in full for all of the insured parties with respect to this insurance contract. In case this proposal is approved and resolved, and he assumes the position of Director, he will be included as an insured party. The Bank plans to renew the said insurance contract under the same terms and conditions during his term of office.

• Message to our shareholders

We deeply apologize that we were unable to meet the expectations of our shareholders in FY2023.

However, at a time when society is undergoing major changes, we believe that the time has come for Aozora Group's highly specialized businesses, in which we have expertise, to be of service to society through "Aozora's Strategic Investments Business" to support our customers' business and assets in their "Fostering," "Change" and "Recovery" phases.

We are confident that the capital and business alliance with Daiwa Securities Group Inc. will provide us with the capital to further expand our investments and loans in "Aozora's Strategic Investments Business" as well as enhanced products and services created through collaboration between a bank and a securities firm, enabling us to grow beyond the limits of organic growth while capturing the growth of the Japanese economy.

We are committed to contributing to the growth of the Japanese economy and to provide returns to our shareholders through increased corporate value.

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Candidate No.

３

Masayoshi Ohara

60 years old

(Date of birth: August 28, 1963)

For reappointment		Inside

▍Number of Bank's shares Owned by	3,011
Candidate	The above states the sum of the shares held
	directly by the candidate and includes shares
	held through the Executive Stock Ownership Plan
	(ESOP). (Fractional shares are rounded off.)

▍Number of years served as director

▍Board Meeting Attendance (FY2023)

• year
  (At the close of this Ordinary General Meeting of Shareholders)

Attended all 10 Board meetings during the relevant fiscal year, after his appointment as Director

Mr. Masayoshi Ohara has been engaged in a broad range of banking businesses such as the markets business and has made a considerable contribution to the corporate management as an Executive Officer and Head of Financial Markets Group (since July 2014) and subsequently CRO and CCRO. He has been responsible for a wide range of business operations and involved in the overall management of the Group as Representative Director and Deputy President (since April 2024) and he has a thorough knowledge of the Group's overall business operations. The Bank believes he is an adequate candidate because of his deep insight in financial businesses as well as extensive experience and sound judgment.

• Brief Personal History, Positions, Areas of Responsibility and Concurrent Major Posts

Apr. 1988 The Nippon Credit Bank, Ltd. (currently Aozora Bank, Ltd.)

Oct. 2011 General Manager of Financial Institutions Division I

July 2012 General Manager of Human Resources Division

Aug. 2013 Deputy Chief Risk Officer (CRO) and General Manager of Market Risk Management Division

July 2014 Executive Officer, Head of Financial Markets Group

July 2017 Managing Executive Officer, Head of Financial Markets Group

July 2018 Managing Executive Officer, CRO and Chief Credit Risk Officer (CCRO)

July 2019 Senior Managing Executive Officer, CRO and CCRO

July 2021 Senior Managing Executive Officer and CRO

June 2023 Director, Senior Managing Executive Officer and CRO

Apr. 2024 Representative Director, Deputy President and Executive Officer (current)

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• Matters concerning interests

There are no other particular business related interests between Mr. Ohara and the Bank.

• Matters concerning Directors and Officers liability insurance contract

Mr. Ohara is currently a director of the Bank, and the Bank has entered into a directors and officers liability insurance contract with insurance companies as stipulated in Article 430-3, paragraph (1) of the Companies Act, in which he is included as an insured party. The said contract covers compensations for damages and legal dispute fees that an insured party may incur due to claims for damages caused by the insured parties' acts (including failure to act) based on their positions as directors and officers, and the Bank has assumed the costs of insurance premiums in full for all of the insured parties with respect to this insurance contract. In case this proposal is approved and resolved, and he assumes the position of Director, he will be included as an insured party. The Bank plans to renew the said insurance contract under the same terms and conditions during his term of office.

• Message to our shareholders

In FY2023, we decided to fundamentally address two balance sheet issues, U.S. non-recourse office loan exposure and the securities portfolio, with the aim of mitigating future risks and better ensuring future growth.

In addition, from the perspective of enhancing risk governance, the Board of Directors discussed the clarification of our risk appetite framework when developing the business plan for FY2024. We adopted the basic policy of "accumulating sustainable and stable earnings through sound risk- taking, enhancing capital adequacy, and achieving corporate growth, that will lead to the realization of the Bank's management philosophy of "contribute to the development of society through the creation of new value-added financial services".

While Aozora's domestic customer-related business remains strong, the new capital and business alliance will restore our risk tolerance and enable us to accelerate the growth of "Aozora's Strategic Investments Business" by strengthening customer development and product supply capabilities, and we will work to further enhance our corporate value.

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