Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 7381
May 24, 2022
To our shareholders:Shuji Tsuemura
Director and President
Hokkoku Financial Holdings, Inc.
2-12-6 Hirooka, Kanazawa, Ishikawa, 920-8670 JapanNOTICE OF THE 1ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 1st Ordinary General Meeting of Shareholders of Hokkoku Financial Holdings,
Inc. (the “Company”), which will be held as described below.
You may exercise your voting rights either in writing (by post) or via internet. After reviewing the attached reference
documents for the General Meeting of Shareholders, please exercise your voting rights no later than 5:30 p.m.,
Monday, June 13, 2022 (Japan Standard Time).
1. Date and Time: Tuesday, June 14, 2022 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Main Hall, 3F Hokkoku Financial Holdings Head Office Building
2-12-6 Hirooka, Kanazawa, Ishikawa
3. Purposes:
Items to be reported:
The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the
1st Term (from October 1, 2021 to March 31, 2022), as well as the results of audits by the Accounting Auditor
and the Audit and Supervisory Committee
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Amendment to Articles of Incorporation
Proposal 3:
Election of Four (4) Directors who are not Audit and Supervisory Committee Members
Proposal 4:
Amount of Remuneration for Directors who are not Audit and Supervisory Committee
Members (Excluding Outside Directors)
Proposal 5:
Amount of Remuneration for Directors who are Audit and Supervisory Committee
Members--1-

Notes Regarding General Meeting of Shareholders
The following are the measures that will be taken to prevent novel coronavirus infection at the 1st Ordinary General
Meeting of Shareholders, and we request your understanding regarding and cooperation with these measures.
1. Requests to shareholders
 We request that you do not attend the meeting in person but make use of the ability to exercise your voting
rights in advance by mail or Internet.
Deadline for exercising voting rights: Received or sent electronically no later than 5:30 p.m., Monday, June
13, 2022 (Japan Standard Time) We intend to place seats well spaced apart at the venue. There may be an insufficient number of seats forshareholders who attend the meeting in person. We apologize if this causes any inconvenience.
 We particularly request that the following shareholders do not attend the General Meeting of Shareholders:those who are elderly, those with existing health conditions, those who are concerned about their health,those who are pregnant, and those who have recently traveled abroad.
 If you are considering attending the General Meeting of Shareholders in person, you should give sufficientconsideration to the state of your health on the day of the meeting, such as taking their temperature, and not
make unnecessary efforts to attend the meeting. If you attend the meeting in person, you should be sure tohave a mask with you.
2. The Company’s response A live streaming of the General Meeting of Shareholders will be conducted to allow even shareholders who
do not attend in person to view it via the internet.
For details, please refer to “Guidance on viewing the live streaming of the General Meeting of Shareholders”(page 5) (available in Japanese only).
 Shareholders are able to submit their questions for the General Meeting of Shareholders beforehand.
For details, please refer to “Guidance on submitting questions in advance” (page 6) (available in Japaneseonly).
 We will not provide gifts to shareholders who attend the meeting in person.
 Officers and staff running the meeting will fully check the state of their health, including having theirtemperatures taken on the day of the meeting.
 Staff conducting the meeting will wear masks.
 There will be disinfectant near the reception desk for use by shareholders.
 Shareholders who start to feel ill at the meeting should notify the staff running the meeting. Staff may say
something to shareholders who they think are not feeling well.
We request that you appropriately check the Company’s website because changes may be made to the above as aresult of subsequent developments.
https://www.hfhd.co.jp/ir/stock/soukai.html (available in Japanese only).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company maintains a basic policy of paying dividends from surplus to its shareholders on a stable and continual
basis while striving to improve owned capital by enhancing internal reserves.
In addition, as its policy for returning profit to shareholders, the Company targets a total return ratio, including
dividends and share buybacks, of 40% or higher.
Considering the business performance for the fiscal year under review and future business development, theCompany proposes the payment of year-end dividends as follows:
Matters related to year-end dividends:(1) Type of dividend property
To be paid in cash.
(2) Allocation of dividend property and total amount thereof:¥50 per common share of the Company
Total amount of dividends: ¥1,345,400,550(3) Effective date of distribution of dividends of surplus isJune 15, 2022

-3-

Proposal 2:

Amendment to Articles of Incorporation

1. Reason for Proposal
Since the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to come into effect September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation to introduce a system forproviding reference documents for the general meeting of shareholders in electronic format.
(1) Article 16 (Measures, etc., for Providing Information in Electronic Format), Paragraph 1 will be added
because the Articles of Incorporation must stipulate that the Company shall take measures to provide
information included in the reference documents for the general meeting of shareholders, etc., in electronic
format.
(2) Article 16 (Measures, etc., for Providing Information in Electronic Format), Paragraph 2 will be added sothat for items for which measures to provide information included in the reference documents for thegeneral meeting of shareholders, etc., in electronic format are taken, the items for which paper-based
documents are provided to shareholders who requested such documents can be limited to those items
designated by Ministry of Justice Order.
(3) Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the current Articles of Incorporation will be deleted because when the system toprovide reference documents for the general meeting of shareholders in electronic format is introduced,
said article will no longer be required.
(4) Supplementary Provisions related to the above newly added and deleted provisions coming into effect will
be added. These Supplementary Provision will be deleted after the Effective Date.
2. Details of Changes
The details of the changes are as follows.
(Changes are indicated by an underline)
Proposed changes

Current Articles of Incorporation
Article 16(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orindicated in the reference documents of the general meeting ofshareholders, business report, financial statements and/or
consolidated financial statements (including the financial audit
report and the audit report of the consolidated financial
statements) through the internet in accordance with theprovisions of laws and regulations, it may be deemed that theCompany has provided this information to shareholders.

(newly added)(deleted)

Article 16(Measures, etc., for Providing Information in Electronic
Format)(1) When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc., inelectronic format.
(2) Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by Ministry of Justice Order from the paperbased documents to be delivered to shareholders whorequested the delivery of such documents by the record
date of voting rights.

-4-Current Articles of Incorporation

Proposed changes
SUPPLEMENTARY PROVISIONS(newly added)
Article 1(Transitional Measures for Providing Informational Materials
for the General Meeting of Shareholders in Electronic Format)(1) The deletion of Article 16 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, Etc.)
and addition of Article 16 (Measures, etc., for Providing
Information in Electronic Format) shall come into effectas of September 1, 2022.
(2) Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any general meeting ofshareholders held on a date within six (6) months of
September 1, 2022.
(3) These supplementary provisions shall be deleted on thedate when six (6) months have elapsed from September 1,
2022 or three (3) months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.
Article 1 - Article 2 (Omitted)
Article 2 - Article 3 (Unchanged)
Article 3
Article 4
These supplementary provisions shall be removed at the
Article 2 to Article 4 of these supplementary provisions shall beconclusion of the first ordinary general meeting of shareholders
removed at the conclusion of the first ordinary general meeting
held after the establishment of the Company.
of shareholders held after the establishment of the Company.

-5-Proposal 3:

Election of Four (4) Directors who are not Audit and Supervisory Committee Members

Mr. Hideaki Hamasaki resigned as Director as of February 28, 2022 and the terms of office of other Directors(excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter in this
proposal) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company
proposes the election of four (4) Directors.
Please note that when selecting the candidates for Directors, appropriate procedures, such as deliberation by the
optional Nomination and Compensation Committee (a majority of which is outside Directors) have been performed.
Considering their execution of duties in the fiscal year under review, the Audit and Supervisory Committee judgesthat the candidates are suitable for the position of Director at the Company.
The candidates for Directors are as follows:
Current position and responsibilities
at the Company

No.

Name

1

Shuji Tsuemura

For reelection

Director and President(Representative Director)

2

Kazuya Nakamura

For reelection

Director (Representative Director)

3

Koichi Nakada

For reelection

Director

4

Yuji Kakuchi

For reelection

Director-6-

Attendance at Board of
Directors meetings forfiscal 2021
100%
(7/7)
100%
(7/7)
100%
(7/7)
100%
(7/7)

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
Apr. 1985
June 2008

1

Number of theCompany’s shares
ownedJoined The Hokkoku Bank, Ltd.
Executive Officer, General Manager of General
Planning Department and System Department
June 2009
Director and Executive Officer, General
Manager of General Planning Department andOperations Department
June 2010
Managing Director and Executive Officer,
General Manager of General Planning
Department and Operations Department
Apr. 2011
Managing Director and Executive Officer,
General Manager of General PlanningShuji Tsuemura
Department(July 6, 1961)
7,100
For reelection
Apr. 2013
Managing Director and Executive Officer
June 2013
Senior Managing Director (Representative
Director)
June 2020
President (Representative Director) (present
position)
Oct. 2021
President (Representative Director) of theCompany (present position)■ Significant concurrent positions outside the Company
President (Representative Director), The Hokkoku Bank, Ltd.
Corporate Auditor (Outside), TAKAMATSU MACHINERYCO., LTD.
■ Reason for nomination as candidate for Director
Mr. Shuji Tsuemura has long been involved in the field of corporate planning since joining The Hokkoku Bank, Ltd., aGroup company, and he has significantly contributed to improving corporate value by taking the lead crossorganizationally for core projects of the Company. He has vigorously promoted rebuilding business models andimplementing DX within bank operations, and he was appointed Director and President (Representative Director) in
October 2021. He was nominated as a candidate for Director because the Company judges that he will be able to utilize
his many years of experience and knowledge to execute management of the Company accurately, fairly, and efficiently.
The Company expects that he will further strengthen the effectiveness of decision-making and auditing function of theBoard of Directors.

-7-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
Apr. 1983
Apr. 2011

2

Number of theCompany’s shares
ownedJoined The Hokkoku Bank, Ltd.
Executive Officer, Tokyo Branch Manager andGeneral Manager of Tokyo Office, General
Planning Department
Apr. 2013
Executive Officer, General Manager of General
Planning Department and Human Resource
Development Office
June 2013
Director and Executive Officer, General
Manager of General Planning Department andHuman Resource Development Office
Apr. 2016
Director, General Manager of Sales Supervisory
Department
Apr. 2017
Director, General Manager of BranchManagement Department, Overseas Business
Strategy Department, Retail Customer Support
Department, and Public Institution Business
June 2017Managing Director, General Manager of BranchManagement Department, Overseas Business
Strategy Department, Retail Customer Support
Kazuya Nakamura
Department, and Public Institution Business
2,650(July 6, 1959)
Apr. 2018
Managing Director, General Manager of Branch
For reelection
Management Department and Public Institution
Business
Apr. 2019
Managing Director, General Manager of Head
Office Sales Department
June 2020
Managing Director, General Manager of Head
Office Sales Department (Representative
Director)
Mar. 2021
Director, Senior Executive Officer(Representative Director) (present position)
Oct. 2021
Director (Representative Director) of theCompany (present position)■ Significant concurrent positions outside the Company
Director, Senior Executive Officer (Representative Director),
The Hokkoku Bank, Ltd.
President and Representative Director, The Hokkoku Credit
Guarantee Co., Ltd.
President and Representative Director, The Hokkoku Credit
Service Co., Ltd. (expected to take up position in June)
Company Auditor (Outside), I-O DATA DEVICE, INC.
■ Reason for nomination as candidate for Director
In addition to having served as the General Manager of multiple sales branches in key locations after joining The
Hokkoku Bank, Ltd., a Group company, Mr. Kazuya Nakamura has been involved in fields such as corporate planning,marketing, and human resource development. He has both a wealth of business experience and wide-ranging, extensive
knowledge of corporate management. He was appointed Director in October 2021. He was nominated as a candidate for
Director because the Company judges that he will be able to execute management of the Company accurately, fairly,
and efficiently. The Company expects that he will further strengthen the effectiveness of decision-making and auditing
function of the Board of Directors.

-8-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
Apr. 1983
Apr. 2011

3

Number of theCompany’s shares
ownedJoined The Hokkoku Bank, Ltd.
Executive Officer, General Manager ofKomatsu Area and Komatsu Branch Manager
June 2013
Director and Executive Officer, General
Manager of Komatsu Area and Komatsu
Branch Manager
Apr. 2015
Director and Executive Officer, Tokyo BranchManager
Apr. 2017
Director, General Manager of Management
Administration Department and Legal Office
Koichi Nakada
June 2017Managing Director, General Manager of(September 11, 1960)
2,600
Management Administration Department and
For reelection
Legal Office
Mar. 2021
Director, Senior Executive Officer (present
position)
Oct. 2021
Director of the Company (present position)■ Significant concurrent positions outside the Company
Director, Senior Executive Officer, The Hokkoku Bank, Ltd.
President and Representative Director, COREZO Inc.
President and Representative Director, The BPO Management,
Ltd.
Direct and Audit & Supervisory Committee Member (Outside),
KOMATSU WALL INDUSTRY CO., LTD.
■ Reason for nomination as candidate for Director
In addition to having served as the General Manager of multiple sales branches in key locations after joining The
Hokkoku Bank, Ltd., a Group company, Mr. Koichi Nakada has been involved in fields such as risk management,
financial strategy, and human resource development. He has both a wealth of business experience and wide-ranging,extensive knowledge of corporate management. He was appointed Director in October 2021. He was nominated as a
candidate for Director because the Company judges that he will be able to execute management of the Company
accurately, fairly, and efficiently. The Company expects that he will further strengthen the effectiveness of decisionmaking and auditing function of the Board of Directors.

-9-

No.

Name
(Date of Birth)

Career summary, positions and responsibilities at the Company
Apr. 1983
Apr. 2014

4

Notes:

Number of theCompany’s shares
ownedJoined The Hokkoku Bank, Ltd.
Executive Officer, General Manager of CapitalMarket Department and International
Department
Apr. 2017
Executive Officer, General Manager of CapitalMarket Department
June 2017
Director, General Manager of Capital Market
Department
Yuji Kakuchi(July 15, 1960)
3,300
June 2020
Managing Director, General Manager of
For reelection
Capital Market Department
Mar. 2021
Director, Senior Executive Officer (present
position)
Oct. 2021
Director of the Company (present position)■ Significant concurrent positions outside the Company
Director, Senior Executive Officer, The Hokkoku Bank, Ltd.
President and Representative Director, QR Investment Co., Ltd.
President and Representative Director, FD Advisory Co., Ltd.
■ Reason for nomination as candidate for Director
Mr. Yuji Kakuchi has been mainly involved in the fields of financial strategy, overseas business, and market operations
since joining The Hokkoku Bank, Ltd., a Group company. He has a wealth of business experience and wide-ranging,extensive knowledge of corporate management. He was appointed Director in October 2021. He was nominated as a
candidate for Director because the Company judges that he will be able to execute management of the Company
accurately, fairly, and efficiently. The Company expects that he will further strengthen the effectiveness of decisionmaking and auditing function of the Board of Directors.
1. There is no special interest between any of the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and a summary of the terms of the insurance agreement is provided
on page 37 of the Business Report (available in Japanese only). If the election of each of the candidates for Directors isapproved, each of them will continue to be included as an insured in the insurance agreement.
The Company intends to renew the agreement with the same terms the next time it is renewed.

- 10 -

Proposal 4:

Amount of Remuneration for Directors who are not Audit and Supervisory Committee
Members (Excluding Outside Directors)

It was provided for in the supplementary provisions of the Articles of Incorporation, which were established on
October 1, 2021, that the total amount remuneration, etc. to be paid as cash to the current Directors who are not Audit
and Supervisory Committee Members of the Company for the period from the establishment of the Company until
the conclusion of the first ordinary general meeting of shareholders shall not exceed ¥60 million per year.
At this time it has been decided to revise the Company’s remuneration system for officers to provide incentives to
Directors of the Company who are not Audit and Supervisory Committee Members (excluding outside Directors,
hereinafter referred to as the “Eligible Directors”) for the purpose of further enhancing share value for shareholders
and to improve the corporate value of the Company.
The remuneration of Eligible Directors in the post-revision remuneration plan for officers (hereinafter referred to as
the “Plan”) will be comprised of (1) fixed amount remuneration (fixed monetary), (2) performance-linked monetary
remuneration (variable monetary) and (3) performance-linked stock remuneration (variable stock). It has also been
decided to increase the proportion of the performance-linked variable portion remuneration compared to theconventional remuneration system for officers of The Hokkoku Bank, Ltd.
<Remuneration composition ratio of the Plan>
70%

Previous
remuneration
systemFixed amount remuneration (monetary)

15%

15%

Stock
distribution
trust (stock)

Performancelinked
remuneration(monetary)
Variable
portionFixed portion

New Plan*

Fixed amount remuneration (monetary)

Performance-linked
remuneration (monetary)

Performance-linked
remuneration (stock)

50%

25%

25%

The above illustration is based on certain assumptions of positions and the Company’s performance. The ratios
may fluctuate depending on positions and the Company’s performance.

Therefore, approval is sought that the following amounts be instituted for Eligible Directors: (1) total amount of fixedamount remuneration at ¥150 million or less per year, (2) total amount of performance-linked monetary remuneration
at ¥70 million or less per year, and (3) total number of stock shares given to Eligible Directors as performance-linked
stock remuneration at 80,000 shares per year or less (Total number of shares will be adjusted to a reasonable extent
if a stock split (including gratis allotment of the Company’s common stock) or reverse stock split of the Company’scommon stock is carried out, or if there is any other reason that requires adjustment of the total number of theCompany’s common stock to be issued or disposed of after the date on which this proposal is approved.) and total
amount of performance-linked monetary remuneration at ¥250 million or less per year.
The remuneration amounts for Directors does not include salary as employee paid to Directors serving concurrently
as employees.
There are currently ten (10) Directors (including six (6) Directors who are Audit and Supervisory Committee
Members), and if Proposal 3 is approved as originally proposed, there will be ten (10) Directors (including six (6)Directors who are Audit and Supervisory Committee Members).
If this proposal is approved, the Company also plans to introduce a similar remuneration plan for executive officersof the Company.

- 11 -

1. Summary of Each Type of Remuneration(1) Fixed Amount Remuneration (fixed monetary)
Fixed amount remuneration is a fixed amount of remuneration determined by the Board of Directors of theCompany and granted as remuneration, etc. to the Eligible Directors in order to encourage them to performtheir duties in a sound manner in accordance with the responsibilities of their positions.
(2)

Performance-linked Monetary Remuneration (variable monetary)
The performance-linked monetary remuneration is performance-linked remuneration that is granted to
Eligible Directors for the period from April 1 of every year to March 31 of the following year (hereinafterreferred to as the “Evaluation Period”; the initial evaluation period will be the fiscal year from April 1,
2022 to March 31, 2023) calculated based on 2 below in order to raise awareness of the need to improve
the Company’s performance in each fiscal year.
Therefore, the performance-linked monetary remuneration is to be paid in proportion to the ratio ofnumerical performance objectives achieved, etc., and at the time of introduction of the Plan, whether or not
performance-linked monetary remuneration is paid, or amount to be paid to each Eligible Director, is notdetermined.

(3)

Performance-linked Stock Remuneration (variable stock)
Performance-linked stock remuneration is performance-linked remuneration in which a number of sharesof common stock of the Company calculated based on 2 below are granted to the Eligible Directors foreach Evaluation Period as remuneration, etc. in order to give them further incentive to sustainably improve
the Company’s medium- to long-term performance and corporate value, and to promote further value
sharing with shareholders from the same perspective.
Therefore, the performance-linked stock remuneration is to grant the shares of common stock of theCompany in proportion to the percentage of the achievement of numerical performance targets and otherfactors. and at the time of introduction of the Plan, whether or not such shares are granted, or the numberof shares granted to each Eligible Director, is not determined
When issuing or disposing of the Company’s common stock as performance-linked stock remuneration,
the Company shall also conclude with each Eligible Director (limited to Directors, Executive Officers of
the Company or any other eligible persons in positions specified by the Board of Directors of the Company
as of the date of the resolution to grant such shares) a stock allotment agreement with transfer restrictions(hereinafter referred to as the “Allotment Agreement”) that includes an outline and the following contents(i) Eligible Directors shall not transfer, establish security interest, or otherwise dispose of the shares ofcommon stock of the Company allotted under this Allotment Agreement (hereinafter referred to as“Allotted Shares”) during the period from the date of delivery of the restricted shares to the date ofloss of such position (However if the position is lost within 3 months after the end of the fiscal yearthat includes the date of delivery of the restricted shares, the Board of Directors of the Company shallseparately determine the date within 6 months after the end of the relevant fiscal year) (hereinafterreferred to as “Transfer Restriction Period”) as Directors, or Executive Officers of the Company or
any position specified by the Board of Directors of the Company (hereinafter referred to as “Transfer
Restriction”).
(ii) In the event that the Board of Directors of the Company determines that it is appropriate for theCompany to acquire the shares without consideration due to violation of laws and regulations, internal
rules, the Allotment Agreement by an Eligible Director, or other reasons, the Company shall acquire
the shares without consideration.
(iii) If, during the Transfer Restriction Period, any proposals relating to a merger agreement under which
the Company becomes an extinguished company, a share exchange agreement under which theCompany becomes a wholly owned subsidiary, a share transfer plan, or other matters related toorganizational restructuring are approved at the General Meeting of Shareholders of the Company (orby the Board of Directors of the Company if approval by the General Meeting of Shareholders of the- 12 -

Company is not required for the organizational restructuring), the Company shall, by a resolution of
the Board of Directors of the Company, cancel the Transfer Restriction with respect to all of the
Allotted Shares prior to the effective date of said organizational restructuring.
In the event that an Eligible Director retires from a position as a Director of the Company or any other position
specified by the Board of Directors of the Company due to death or other reasons deemed justified by the Board of
Directors of the Company, or if a new Director or Executive Officer of the Company is appointed, or if any proposals
relating to a merger agreement under which the Company becomes an extinguished company, a share exchange
agreement under which the Company becomes a wholly owned subsidiary, a share transfer plan, or other mattersrelated to organizational restructuring are approved at the General Meeting of Shareholders of the Company (or by
the Board of Directors of the Company if approval by the General Meeting of Shareholders of the Company is not
required for such organizational restructuring), or if there are other reasons deemed justified by the Board of Directorsof the Company as needed, the Company may deliver the number of shares and monetary amounts in reasonably
adjusted numbers and amounts at a time reasonably determined by the Board of Directors of the Company, or, insteadof such delivery, the Company may pay monetary amounts reasonably calculated by the Board of Directors of theCompany as an amount equivalent to such shares, etc.
2. Method of Calculating Performance-linked Remuneration
After each Evaluation Period, the Company will pay as performance-linked monetary remuneration to each
Eligible Director (i) an amount calculated on the basis of the composition ratio of the remuneration described
below which is determined by the position of the Eligible Director and the percentage of achievement of
numerical performance targets of Company based on the fixed amount of remuneration for each individual
determined by the Board of Directors (hereinafter referred to as the “Base Amount”) multiplied by (ii) a ratio ofservice period.
After each Evaluation Period, the Company will determine the number of shares to be allotted to each Eligible
Director as performance-linked stock remuneration by multiplying (i) the base number of shares to be delivered
which is calculated based on the Base Amount by (ii) a ratio of service period. Eligible Directors are then paid amonetary remuneration credit for the amount calculated by multiplying the number of shares to be allotted by
the paid-in amount for the shares of common stock of the Company to be allotted, and the shares of common
stock of the Company is allotted to each Eligible Director in exchange for the in-kind contribution of themonetary remuneration credit by each Eligible Director. The amount to be paid in for the allotted shares ofcommon stock of the Company shall be an amount determined by the Board of Directors of the Company basedon the closing price of the common stock of the Company in regular trading on the Tokyo Stock Exchange on
the business day immediately preceding the date of the resolution of the Board of Directors on the decision forallotment (if there is no trade on the same day, the closing price on the most recent trading day prior to that day
will be used) to the extent not to provide any particular advantage to the Eligible Director. The number of shares
to be allotted to each of the above Eligible Directors will be calculated according to the following formula.

- 13 -

[Calculation Formula]
Number of allotted shares = Base number of shares to be delivered (i) x Ratio of service period (ii)(i) The “base number of shares to be delivered” is the number of shares obtained by dividing the Base Amountby the closing price of the common stock of the Company in regular trading on the Tokyo Stock Exchange on
the business day immediately preceding the date of the resolution of the Board of Directors on the decision
for allotment of performance-linked monetary remuneration (if there is no trade on the same day, the closing
price on the most recent trading day prior to that day will be used).
(ii) The “ratio of service period” is the ratio of the number of months in office divided by the number of months
in the Evaluation Period.

<Composition ratio of fixed-amount remuneration, performance-linked monetary remuneration,
performance-linked stock remuneration>
Director and President
ROE

Composition Ratio
Fixed

Linked (monetary)

Linked (stock)Total

8% or higher
7% or higher, but lessthan 8%
6% or higher, but lessthan 7%
5% or higher, but lessthan 6%
4% or higher, but lessthan 5%3% or higher, but lessthan 4%2% or higher, but lessthan 3%
1% or higher, but lessthan 2%

45%

30%

105%

180%

45%

30%

75%

150%

45%

30%

45%

120%

45%

30%

25%

100%

45%

25%

20%

90%

45%

20%

15%

80%

45%

15%

10%

70%

45%

10%

5%

60%

Less than 1%

45%

0%

0%

45%

Directors (Excluding President)
ROE

Composition Ratio
Fixed

Linked (monetary)

Linked (stock)Total

8% or higher
7% or higher, but lessthan 8%
6% or higher, but lessthan 7%
5% or higher, but lessthan 6%
4% or higher, but lessthan 5%3% or higher, but lessthan 4%2% or higher, but lessthan 3%
1% or higher, but lessthan 2%

50%

25%

90%

165%

50%

25%

65%

140%

50%

25%

40%

115%

50%

25%

25%

100%

50%

20%

20%

90%

50%

15%

15%

80%

50%

10%

10%

70%

50%

5%

5%

60%

Less than 1%

50%

0%

0%

50%

- 14 -

(reference) Executive Officer
Composition Ratio

ROE

Fixed

8% or higher
7% or higher, but lessthan 8%
6% or higher, but lessthan 7%
5% or higher, but lessthan 6%
4% or higher, but lessthan 5%3% or higher, but lessthan 4%2% or higher, but lessthan 3%
1% or higher, but lessthan 2%Less than 1%

Linked (monetary)

Linked (stock)

Total

55%

30%

45%

130%

55%

30%

35%

120%

55%

30%

25%

110%

55%

25%

20%

100%

55%

20%

15%

90%

55%

15%

10%

80%

55%

10%

5%

70%

55%

5%

0%

60%

55%

0%

0%

55%

ROE as the numerical target for the Company’s performance-linked remuneration shall be the ROE modified by
the following formula.

ROE=(Consolidated) Current net income attributable to owners of parent
Amount of Core Capital per Basel Accord

If the total number of issued shares of the Company increases or decreases due to share split or reverse split(including gratis allotment of shares) by the time the shares are delivered or the payment is made based on thePlan, the number of shares for the calculation of the Plan will be adjusted by multiplying the ratio of split or reverse
split.
3. Loss of Rights to Performance-linked Remuneration and Clawback
An Eligible Director shall lose the right to receive performance-linked monetary remuneration and performancelinked stock remuneration in the event of certain non-conformity specified by the Board of Directors of theCompany, or retirement due to certain reasons specified by the Board of Directors of the Company.
In addition, Eligible Directors may be subject to return of all or part of performance-linked monetary
remuneration and performance-linked stock remuneration received within the fiscal year and the three previous
fiscal years in which a serious fraudulent act, revision of financial results due to a fraudulent act, or revision offinancial results due to serious accounting error occurred, as determined by the Board of Directors based on the
results of deliberation and reporting by the Nomination and Compensation Committee.
At the Board of Directors meeting held on October 1, 2021, the Company established a Policy for determining
the details of remuneration, etc. for individual Directors. A summary of the content is described on page 36 of
the Business Report (available in Japanese only). The Company plans to change the policy when this proposal
is approved. An outline of amended content is described below. The Company believes that the content of this
proposal is necessary and appropriate for determining the details of individual remuneration, etc. for Directors
in line with the revised policy.

- 15 -

[Policy for determining the details of remunerations, etc. for Individual Directors]
1. Basic Policy
The basic policy for determining the remuneration of individual Directors of the Company is to select anappropriate level of remuneration based on each Director’s duties in a way that functions to incentivize
contributing to the development of the regional community and continuously enhancing corporate value withconsideration for aligning with shareholder interests. Specifically, remuneration for Directors who are not Audit
and Supervisory Committee Members consists of fixed-amount remuneration as a fixed remuneration, andmonetary and share-based remuneration as performance-linked remuneration. Remuneration for Directors who
are Audit and Supervisory Committee Members and have a supervisory function consists solely of fixed-amountremuneration based on their duties.
As a holding company, the Company shall establish and operate a remuneration structure integrally with eachgroup company, and in the event that a Director concurrently holds a position at more than one of the groupcompanies, the fixed-amount remuneration shall be apportioned at a fixed rate.
2.

Policy for determining the amount of base remuneration (monetary remuneration) for individual directors(including policy for determining timing and conditions of remuneration)
The fixed-amount remuneration for Directors of the Company is a fixed monthly amount determined throughcomprehensive consideration of each Director’s position and duties, the difficulty of executing Directorial duties,
the weight of Directorial responsibility, the Group’s performance, and balance with the salaries of the Company’s
employees.

3.

Policy for determining the details and calculation method for the amount or number of performance-linked
remuneration, etc. and non-monetary remuneration, etc. (including policy for determining timing and conditionsof remuneration)
In order to incentivize performance improvements each fiscal year, performance-linked remuneration shallconsist of monetary remuneration and stock-based remuneration reflecting performance indicators, and shall becalculated and determined at a specific time each year based on the level of achievement of performance targets.
Specifically, the ROE of the Company is used as a performance indicator, and the monetary remuneration andstocks-based remuneration shall be delivered on the basis of the fixed amount of compensation for eachindividual composition ratio determined by each achievement level for performance indicators based on the fixedamount remuneration for each individual determined by resolution of the Board of Directors.
The composition ratio for remuneration is per outlined in Appendix 1

4.

Policy on determining the ratio of monetary remuneration, performance-linked remuneration, or non-monetary
remuneration amounts to the amount of remuneration for individual Directors
The composition ratio of different types of Directors is determined by the Board of Directors with respect for theopinion of the discretionary Nomination and Compensation Committee in line with the details of the individual
remuneration.

5.

Matters related to determining the details of remuneration for individual Directors
The amount of remuneration for individual Directors (i.e., the fixed-amount remuneration for Directors who are
not Audit and Supervisory Committee Members) is determined after consulting the discretionary Nomination
and Compensation Committee with original proposals and decided by the Board of Directors based on theCommittee’s opinion.

- 16 -

Appendix 1
Director and President
Composition Ratio

ROE

Fixed

8% or higher
7% or higher, but lessthan 8%
6% or higher, but lessthan 7%
5% or higher, but lessthan 6%
4% or higher, but lessthan 5%3% or higher, but lessthan 4%2% or higher, but lessthan 3%
1% or higher, but lessthan 2%Less than 1%

Linked (monetary)

Linked (stock)

Total

45%

30%

105%

180%

45%

30%

75%

150%

45%

30%

45%

120%

45%

30%

25%

100%

45%

25%

20%

90%

45%

20%

15%

80%

45%

15%

10%

70%

45%

10%

5%

60%

45%

0%

0%

45%

Directors (Excluding President)
Composition Ratio

ROE

Fixed

8% or higher
7% or higher, but lessthan 8%
6% or higher, but lessthan 7%
5% or higher, but lessthan 6%
4% or higher, but lessthan 5%3% or higher, but lessthan 4%2% or higher, but lessthan 3%
1% or higher, but lessthan 2%Less than 1%

ROE=

Linked (monetary)

Linked (stock)

Total

50%

25%

90%

165%

50%

25%

65%

140%

50%

25%

40%

115%

50%

25%

25%

100%

50%

20%

20%

90%

50%

15%

15%

80%

50%

10%

10%

70%

50%

5%

5%

60%

50%

0%

0%

50%

(Consolidated) Current net income attributable to owners of parent
Amount of Core Capital per Basel Accord- 17 -

Proposal 5:

Amount of Remuneration for Directors who are Audit and Supervisory Committee Members

It was provided for in the supplementary provisions of the Articles of Incorporation, which were established on
October 1, 2021, that the amount among the compensation, etc. for the current Directors who are Audit andSupervisory Committee Members of the Company to be paid in cash for the period from the establishment of theCompany until the conclusion of the first ordinary general meeting of shareholders shall not exceed ¥65 million per
year.
Accordingly, the Company again proposes to set the total amount for items paid in cash among the remuneration, etc.
for Directors who are Audit and Supervisory Committee Members of the Company after the conclusion of the General
Meeting of Shareholders at an amount not exceeding ¥65 million per year, in consideration of matters including
economic circumstances, etc.
Note that the current number of Directors who are Audit and Supervisory Committee Members is six (6) (of which
five (5) are Outside Directors)- 18 -

Reference: Specialization and Experience Required for Directors (Skill Matrix)
Name of Director(expected at conclusion of the Ordinary General Meeting of Shareholders)Specialization and experience
Corporate
Governance andplanning/
Financial and
ESG andrisk
Management
capital strategy sustainability
management
strategyMarketingConsulting

Overseasbusiness

Marketoperations

Human resource
strategy

DigitalIT strategy

Shuji
◎
●
◎
◎
●
◎
◎
◎
TsuemuraKazuyaare not Audit
◎
●
◎
●
●
●
●
◎
Nakamura
andSupervisory
Koichi●◎◎●
Committee
NakadaMembers
Yuji
●
●
●
◎
◎
KakuchiNobuhiro●●●●●
Torigoe
Shigeru●●●
Nishii
Directors who
Tadashi●●●●are Audit andOnishiSupervisory
Shuji
●
●
●
●
●
Committee
Yamashita
Members
Taku
●
●
●
●
●
Oizumi
Naoko
●
●
●
●
Nemoto* Fields that the Company highly expects candidates for Directors who are not Audit and Supervisory Committee Members tocontribute to are marked with “◎.”* The above list does not represent all the knowledge and experience of each Director.
Directors who- 19 -

Reference: Independence Criteria for Outside Directors
The Company judges that a person to whom none of the following conditions applies satisfies the independence
criteria for Outside Director.
In the event that none of the following conditions apply to an Outside Director (including a candidate), the Company
judges that the Outside Director is an Independent Outside Director.
1. A party who was a business executive at the Company or its subsidiaries, etc., in the past 10 years (*)
2. A party who has or is a business executive at a company that has the Company or its subsidiaries, etc., as a majorclientA major client or party who is a business executive at a company that is a major client of the Company or its
subsidiaries, etc.
3. An attorney at law, certified public accountant, tax accountant or other consultant who receives monetary orother property benefits of ¥10 million or more annually from the Company or its subsidiaries, etc., separatelyfrom officers’ remuneration
4. A party who is involved in organizations that have received donations or subsidies of ¥10 million or more fromthe Company or its subsidiaries, etc.
5. A major shareholder holding 10% or more of the Company’s shares; or if said major shareholder is a corporation,business executive of said major shareholder, its parent company, or its significant subsidiary
6. A business executive of a company at which a business executive of the Company or its subsidiary, etc., is an
officer
7. A certified public accountant who belongs to an audit corporation that is an accounting auditor of the Company
or its subsidiaries, etc.
8. A party for whom any of the items 2 through 7 applies to in the past 3 years
9. Spouse or second-degree-or-closer relative of a party that any of the preceding items applies to
10. Notwithstanding the provisions of the preceding items, a party who is deemed to have other specific reasons that
may cause a permanent and substantial conflict of interest with general shareholders* Business executives includes executive directors, executive officers, and significant employees.

- 20 -