This is a partial translation of the original Japanese “Convocation Notice of the 21st Ordinary
General Meeting of Shareholders”, prepared for the convenience of non-resident shareholders.
In case of any discrepancy between any part of this translation and the original Japanese text,
the Japanese original shall prevail. The Company assumes no responsibility for this translationor for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 8377
May 30, 2024
Dear Shareholders:
Hiroshi Nakazawa
President
Hokuhoku Financial Group, Inc.
1-2-26 Tsutsumicho-dori, Toyama-city, Toyama
Convocation Notice of the 21st Ordinary General Meeting of Shareholders

This is to inform you that the 21st Ordinary General Meeting of Shareholders of
Hokuhoku Financial Group, Inc. (“the Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures toelectronically provide the matters subject to the electronic provision measures, whichconstitutes the content of the reference documents for the General Meeting of
Shareholders, etc., and has posted the matters subject to the electronic provision measureson the website as Convocation Notice of the 21st Ordinary General Meeting of
Shareholders. To review the information, please access any of the following websites.
[Hokuhoku Financial Group website (“the Company’s website”)]

https://www.hokuhoku-fg.co.jp/stocks/generalmeeting/[Tokyo Stock Exchange website (Listed Company Search) (“TSE website”)]
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access TSE website, and search by “Issue name” (Hokuhoku Financial Group,) or“Code” (8377), select “Basic information” and then “Documents for public inspection/PR
information” to review
If you are unable to attend the meeting, you may exercise your voting rights in writing orby electromagnetic method (via the Internet etc.). Please exercise voting rights after
careful examination of the Reference Documents for the General Meeting of Shareholders
by 5:00 p.m., on Thursday June 20, 2024.
1. Date and time:

Friday June 21, 2024 at 10:00 a.m.

2. Place:

2nd floor Conference Hall
Hotel Polestar Sapporo
Kita 4-jo Nishi 6-chome Chuo-ku Sapporo-city Hokkaido
The 21st Ordinary General Meeting of Shareholders is to beheld in Sapporo-city, so please note that the venue of themeeting is different from that of the last year.
-1-3. Agenda:
Matters to be reported:
The 21st business year (April 1, 2023 through March 31, 2024) Business Report, theNon-Consolidated Financial Statements, the Consolidated Financial Statements, and the
Audit Report on Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee.
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven (7) Directors (Excluding Directors serving as Memberof Audit and Supervisory Committee)
Proposal 3: Election of Three (3) Directors serving as Member of Audit andSupervisory Committee◎For this General Meeting of Shareholders, the Company has sent all shareholders the
documents providing the matters subject to the electronic provision measures, regardlessof whether a request for the delivery for the documents is made or not.
Among the matters subject to the electronic provision measures, the following matters
are not provided in the documents delivered to shareholders under the provisions of laws
and regulations and Articles of Incorporation of the Company.
In addition, the Audit and Supervisory Committee and Accounting Auditor audits on
audit target documents that include the following matters.
i “Matters concerning Share Acquisition Rights, etc.,” and “Corporate Structure to
Ensure Appropriate Business Operations.”
ii Consolidated statements of changes in shareholder’s equity and Notes on
Consolidated Financial Statements of Consolidated Financial Statements.
iii Non-Consolidated statements of changes in shareholder’s equity and Notes on NonConsolidated Financial Statements of Non-consolidated Financial Statements.
◎Should any amendments be made to the matters subject to the electronic provision
measures, the Company will post the notice to that effect with matters before and after
the amendment on the Company’s website and TSE website.
◎If you wish to exercise your voting rights through a proxy, you must appoint only one (1)proxy from shareholders with voting rights and submit a letter of attorney attached with
the Voting Rights Exercise Form to the receptionist. Please note that non-shareholders
can not attend the meeting.(Excludes accompanying persons with physical disabledshareholders.)
4. Exercise of Voting Rights(1) If you attend the meeting, please present the enclosed Voting Rights Exercise Form to
the reception desk.

(2) If you are unable to attend the meeting, please exercise voting rights by any of thefollowing methods.
A. Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of the proposals on the Voting Rights
Exercise Form enclosed herewith, and send back to arrive by 5:00 p.m., on Thursday
June 20, 2024.
B. Exercise of Voting Rights by Electromagnetic Method (via the Internet, etc.)
Exercise your voting rights by following the instructions on the next page. Yourvoting rights are to be exercised by 5:00 p.m., on Thursday June 20, 2024.

-2-

Guidance Notes on filling in the Voting Rights Exercise Form
Please indicate for or against about each proposal.
<Company Proposals>
Proposal 1
When you are for the proposed proposal, mark ○ in the “for” box, and when you areagainst the proposal, mark○ in the “against” box.

Proposals 2 and 3
When you are for all of the proposed persons in the proposal, mark ○ in the “for” box,
and when you against all in the proposal, mark ○ in the “against” box.
If you are against certain candidates, mark ○ in the “for” box, and also write thecandidate number for each candidate you are against inside the parentheses.

◎No indication on the voting form of your approval or disapproval for any proposal shallbe treated as an indication of approval.
◎If you send Voting Rights Exercise Form multiple times, the last vote cast shall betreated as the valid vote.
◎If you exercise your voting rights by electromagnetic method more than once, the lastvote cast shall be the valid vote.
◎If you exercise your voting rights both by mail(in writing) and by electromagnetic
method (via the Internet), we will only accept, as effective, the exercise of your voting
rights via the Internet.
Guidance Notes on the Exercise of Voting Rights by the Internet
1. You can access the Voting Rights Exercise Website by scanning the QR code without
entering your Code and Password.
(1) Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form.
※「QR Code」is registered trade mark of DENSO WAVE INCORPORATED(2) Enter for or against following the directions on the website.
(3) You can exercise your voting rights only one time by scanning the QR Code to log in.
If you exercise your voting rights more than once, follow the instructions below toaccess the Voting Rights Exercise Website.

2. You can access the Voting Rights Exercise Website by entering your Code andPassword
Voting Rights Exercise Website: https://soukai.mizuho-tb.co.jp/(1) Access the Voting Rights Exercise Website.
(2) Enter the Code for the Exercise of Voting Rights described on the Voting Rights
Exercise Form, and click the “next” button.
(3) Enter the Password described on the Voting Rights Exercise Form, and register yournew password.
(4) Then, please indicate whether you are for or against each of the items following thedirections on the website.
For Inquiries with respect to the Exercise of Voting Rights via the Internet (onlyin Japan)
Stock Transfer Agency Department
Mizuho Trust and Banking Co., Ltd.
Telephone: 0120-768-524 (toll-free, only in Japan)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding the New Year’s holiday)
Reference: Exercise of Voting Rights via the electronic voting platform
Institutional investors may use the electronic voting platform for institutional investors
operated by Investor Communications Japan, Inc.

-3-

Reference Documents
Proposal 1: Appropriation of Surplus
Our dividend policy is to ensure financial foundation and stable distribution of dividends,
aiming for medium to long-term growth and improvement of corporate value of the group.
We propose JPY 3.00 increase in year-end dividend per common share to JPY 40.00 as
below, considering the business results of this fiscal year.

(1) Type of dividend property:

Cash(2) Matters concerning the allocation and total amount of dividend property：(Dividend per share)(Dividend amount)
Common shares¥40.00¥4,983,349,160
1st series Type 5 preferred shares¥7.50¥ 402,861,903
Total¥ 5,386,211,063(Notes) There were no interim dividends for common shares in the end of 2nd quarter. Interim
and year-end dividends for 1st series Type 5 preferred shares are JPY 7.50 per sharerespectively, as specified in advance. Interim dividend amount for 1st series Type 5
preferred shares is ¥ 483,434,280.

(3) Date on which dividends from surplus shall be effective: Monday June 24, 2024

-4-

Proposal 2: Election of Seven (7) Directors (Excluding Directors serving as Audit
and Supervisory Committee Members)

The terms of office of all seven (7) Directors (excluding Directors serving as Audit andSupervisory Committee Members; hereinafter referred to as “Director” in this proposal)
will expire upon the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, we propose the election of seven (7) Directors.
The Audit and Supervisory Committee has deliberated on this proposal and has notified
that each candidate is qualified for the position of Director of the Company.
The candidates for Directors are as follows:No.

Number ofYears in
OfficeCandidate’s Name

GenderCurrent Positionat the Company
President
Member of theNomination andCompensation
Committee
Deputy President
Member of theNomination andCompensation
Committee

1

Hiroshi Nakazawa

Reappointment

5

Male

2

Yuji Kanema

Reappointment

7

Male

3

Masahiko Kobayashi

Reappointment

5

Male

Director

4

Yoshimasa Takada

Reappointment

3

Male

Director

5

Yoshikazu Sakamoto

Reappointment

2

Male

Director

6

Taro NishinoNew
Appointment

―

Male

Executive officer

7

Naohisa Otsuka

NewAppointment

―

Male

Executive officer

-5-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

1

Hiroshi Nakazawa(March 21, 1963)

Reappointment

Attendance at meetings of the Board of Directors: 11/11meetings (100%)
Attendance at meetings of the Nomination and Compensation
Committee: 7/7meetings (100%)
April 1986
Joined the Hokuriku Bank, Ltd.
April 2005
General Manager of Ninomiya Branch of the saidbankJune 2007
General Manager of Kotoni Branch of the said bank
April 2009
General Manager of Asakusa Branch of the said bankJune 2011
General Manager of Fukui Branch of the said bankJune 2014
General Manager of Planning Division of the saidbankJune 2016
Executive Officer and General Manager of Head
Office Business Division of the said bankJune 2017
Director, Executive Officer and General Manager ofHead Office Business Division of the said bankJune 2018
Director, Managing Executive Officer and Head of
Toyama Regional Business Division of the said bankJune 2019
Director of the Company
June 2020
Director and Managing Executive Officer of the
Hokuriku Bank, Ltd.
June 2021
Director, Managing Executive Officer and Head ofTokyo Regional Business Division of the said bank
Director of the Company (In charge of Business
Planning Department)
June 2022
President and Representative Director of the Hokuriku
Bank, Ltd. (present position)
President of the Company (present position)

Type and Numberof Shares of theCompany held

Common shares
16,815 shares(Important concurrent position of other organization)
President and Representative Director of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Regional Business Division, as amember of the Group since 1986. Moreover, he has abundant management experience as
the President of the Company and the President and Representative Director of the Hokuriku
Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
Corporate management, Consulting, Financial market, Global affairs, IT/DX, GX, Finance,
Financial Accounting

-6-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

2

Yuji Kanema(June 11, 1964)

Reappointment

Attendance at meetings of the Board of Directors: 11/11meetings (100%)
Attendance at meetings of the Nomination and Compensation
Committee: 6/7meetings (86%)
April 1987
Joined the Hokkaido Bank, Ltd.
January 2002
General Manager of Hanakawa Branch of the saidbankJuly 2003
Manager and head of Managerial Planning Group of
the said bank
October 2005
General Manager of Managerial Planning Division of
the said bank
July 2011
Supervisor of Toriimae area and General Manager ofToriimae Branch of the said bank
April 2013
Executive Officer in charge of sales in Okhotsk
Region and General Manager of Kitami Branch of thesaid bankJune 2015
Executive Officer in charge of sales in Sapporo,
Ishikari and Sorachi Region of the said bankJune 2016
Director, Managing Executive Officer and Head ofPlanning and Management Section of the said bankJune 2017
Director of the Company
June 2019
Director of the Company (Deputy in charge ofPlanning Group and Administration Group)
Executive Officer of the Hokuriku Bank, Ltd.
June 2021
President and Representative Director of the
Hokkaido Bank, Ltd. (present position)
Deputy President and Representative Director of theCompany
April 2023
Deputy President and Representative Director of theCompany(In charge of SX Promotion Department)(present position)

Type and Numberof Shares of theCompany held

Common shares
9,819shares(Important concurrent position of other organization)
President and Representative Director of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in Head of Managerial Planning Division and Executive Officer incharge of sales in several regions, as a member of the Group since 1987. Moreover, he hasabundant management experience as the Deputy President and Representative Director of theCompany and the President and Representative Director of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
Corporate management, HR management, Consulting, Financial market, IT/DX, GX,
Finance, Financial Accounting

-7-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

3

Masahiko Kobayashi(January 4, 1964)

Reappointment

Attendance at meetings of the Board of Directors: 11/11meetings (100%)
April 1987
Joined the Hokuriku Bank, Ltd.
January 2006
Deputy General Manager of Asahikawa Branch of thesaid bankJune 2007
General Manager of Obihiro Branch of the said bankJune 2010
General Manager of Kanazawa Minami Chuo Branchof the said bankJune 2012
General Manager of Shinjuku Branch of the said bankJune 2014
General Manager of Sapporo Branch of the said bankJune 2016
General Manager of Planning Division of the saidbankJune 2017
Executive Officer and General Manager of Planning
Division of the said bankJune 2019
Director and Managing Executive Officer of the saidbankDirector of the Company (In charge of PlanningGroup and Administration Group)
Executive Officer of the Hokkaido Bank, Ltd.
June 2021
Director of the Company (In charge of Corporate
Planning Department)
June 2022
Director of the Company (In charge of Business
Planning Department)
June 2023
Director of the Company (In charge of Business
Planning Department and DX Promotion
Department/Deputy in charge of SX Promotion
Department) (present position)
Director and Senior Managing Executive Officer ofthe Hokuriku Bank, Ltd. (present position)

Type and Numberof Shares of theCompany held

Common shares
12,700 shares(Important concurrent position of other organization)
Director and Senior Managing Executive Officer of the Hokuriku Bank,
Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in business promotion and corporate planning, etc., as a member of theGroup since 1987. Moreover, he has abundant management experience as the Director of theCompany and the Director and Senior Managing Executive Officer of the Hokuriku Bank,Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
Corporate management, HR management, Consulting, IT/DX, GX, Finance,
Financial accounting

-8-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)4

Yoshimasa Takada(February 28, 1965)

Reappointment

Attendance at meetings of the Board of Directors: 11/11meetings (100%)
April 1989
Joined the Hokkaido Bank, Ltd.
April 2004
Manager and head of Retail Business Group of thesaid bank
October 2005
Head of Retail Business Division of the said bank
October 2006
General Manager of Hayakita Branch of the said bankJune 2009
Head of Business Planning Division of the said bank
October 2012
Head of Managerial Planning Division of the saidbankJune 2014
Supervisor of Tsukisamu area and General Manager
of Tsukisamu Branch of the said bankJune 2017
Executive Officer in charge of Business Planning of
the said bankJune 2018
Executive Officer and Deputy Head of Sales
Promotion Section in charge of Business Planning of
the said bankJune 2020
Director, Managing Executive Officer and Head of
Sales Promotion Section of the said bank (present
position)
June 2021
Director of the Company (Deputy in charge ofBusiness Planning Department)
June 2023
Director of the Company (Deputy in charge ofBusiness Planning Department, SX Promotion
Department, and DX Promotion Department)(present position)
June 2024
Deputy President and Representative Director of the
Hokkaido Bank, Ltd. (scheduled)Type and Numberof Shares of theCompany held

Common shares
11,562 shares(Important concurrent position of other organization)
Deputy President and Representative Director of the Hokkaido Bank, Ltd.
(scheduled)(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in business planning, etc., as a member of the Group since 1989.
Moreover, he has abundant management experience as the Director of the Company and the
Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
Corporate management, Consulting, Global affairs, IT/DX, GX, Finance,
Financial accounting

-9-

No

5

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)Type and Numberof Shares of theCompany held

Yoshikazu Sakamoto (September 3, 1963)
Reappointment
Attendance at meetings of the Board of Directors: 11/11meetings (100%)
April 1987
Joined the Hokuriku Bank, Ltd.
June 2007
General Manager of Mikuni Branch of the said bankJanuary 2010
General Manager of Kanazawa Tonyamachi Branchof the said bankJune 2012
General Manager of Toyama Ekimae Branch of thesaid bankJune 2015
General Manager of Shibuya Branch of the said bankJune 2017
General Manager of Osaka Branch of the said bankJune 2019
Executive Officer and General Manager of Loan
Division of the said bankJune 2021
Director and Executive Officer of the said bankExecutive Officer of the Company (In charge of Loan
Planning)
June 2022
Director and Managing Executive Officer of the saidbank (present position)
Director of the Company (In charge of Loan
Planning) (present position)

Common shares
3,251shares(Important concurrent position of other organization)
Director and Executive Officer of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Loan Division, as a member of theGroup since 1987. Moreover, he has abundant management experience as the Director of theCompany and the Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
Consulting, Finance- 10 -

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

6

Taro Nishino(June 25, 1963)

April 1987
April 2004
June 2005
October 2005
June 2006
June 2009
July 2013

April 2014
April 2016
July 2018
June 2019

July 2019
June 2020

June 2023
June 2024

New Appointment

Type and Numberof Shares of theCompany held

Common shares
2,000 shares

Joined the Hokkaido Bank, Ltd.
Manager of the Direct Banking Center of the said bank
Manager and head of Corporate Sales Group of
the said bank
Deputy Manager of Corporate Sales Department of
the said bank
General Manager of Bibai Branch of the said bankSupervisor of Teine area and General Manager of Teine
Branch of the said bank
Assistant of Executive Officer in charge of sales in
Sorachi Region and General Manager of Iwamisawa
Branch of the said bank
General Manager of Iwamisawa Branch of the said bank
General Manager of General Administration Department
Officer, General Manager of General Administration
Department
Officer, General Manager of General Administration
Department and General Manager of General
Administration Center
Officer, General Manager of General Administration
Department
Executive Officer of the said bank (In charge of Risk
Management Division)
Executive Officer of the Hokuriku Bank, Ltd. (present
position)
Executive Officer of the Company (Deputy in charge ofGeneral Administration Division) (present position)
Managing Executive Officer of the said bank (In chargeof Risk Management Division) (present position)
Director and Managing Executive Officer of the saidbank (scheduled)(Important concurrent position of other organization)
Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
(scheduled)
Executive Officer of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of General Administration Department,
as a member of the Group since 1987.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
Consulting, Risk management/Compliance, IT/DX, Finance- 11 -

No

7

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)
Naohisa Otsuka (February 8, 1968)
New Appointment
April 1990
January 2014
June 2015
January 2017
January 2019
October 2020
June 2022

January 2023
June 2023
June 2024

Type and Numberof Shares of theCompany held

Common shares
1,720 shares

Joined the Hokuriku Bank, Ltd.
Head of Human Resources Strategy Division of thesaid bank
Deputy General Manager of Tokyo Branch of the saidbankGeneral Manager of Shinjuku Branch of the said bank
Manager of Integrated Risk Management Departmentof the said bank
General Manager of Integrated Risk Management
Department of the said bankExecutive Officer and General Manager of Integrated
Risk Management Department of the said bank
General Manager of Integrated Risk Management
Department of the Company
Executive Officer of the said bank (present position)
Executive Officer of the Company (Deputy in chargeof Risk Management Department)
Director and Executive officer of the Hokuriku Bank,
Ltd (scheduled)
Executive Officer of the Hokkaido Bank, Ltd.
(scheduled)(Important concurrent position of other organization)
Director and Executive officer of the Hokuriku Bank, Ltd (scheduled)
Executive Officer of the Hokkaido Bank, Ltd. (scheduled)(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in Human Resources Management and Risk Management, as a memberof the Group since 1990.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.
(Especially Expected Skills)
HR management, Consulting, Risk management/Compliance, Financial market, Finance- 12 -

(Matters to be stated regarding candidates for directors)
The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Mr. Nakazawa, Mr. Kanema, Mr. Kobayashi, Mr. Takada,
Mr. Sakamoto, Mr. Nishino and Mr. Otsuka are elected as Directors at this General Meeting of
Shareholders, they will be insured under the said insurance policy. The insurance policy shall coverdamages that may occur due to the insured officer, etc., assuming responsibility for the execution of
his/her duties or receiving claim related to the pursuit of such responsibility. However, there are certain
exemptions that are not covered, such as damages caused by his/her violation of laws and regulations.
The insurance premiums are fully paid by the company, and the insured does not bear the actual cost of
insurance. The insurance policy has a deductible, and any damage up to the deductible will not be covered.
The company plans to renew the policy on July 2024, which is in the middle of each candidate’s term ofoffice.

- 13 -

Proposal 3: Election of three (3) Directors serving as Audit and Supervisory
Committee Members

The term of office of Ms. Marie Ogawa serving as Audit and Supervisory Committee
Member will expire upon the conclusion of this Ordinary General Meeting of
Shareholders. Mr. Nobuya Suzuki will resign. We will add one person as Member ofAudit and Supervisory Committee and therefore, we propose the election of three (3)Directors serving as Members of Audit and Supervisory Committee.
The Audit and Supervisory Committee has approved this proposal.
The candidates for Directors serving as Members of Audit and Supervisory Committee areas follows:

No.

1

2

3

Number ofYears in
OfficeCandidate’s NameMarie Ogawa
OutsideIndependent

Yutaka Yokoi
OutsideIndependent

Shinya Makino
Outside Independent

GenderReappointment2

FemaleNew Appointment

-

Male

New Appointment

-

Male

Current
Positionat theCompany
Director serving
as Audit andSupervisory
Committee
MemberMember of
Nomination andCompensation
Committee
Director
Member of theNomination andCompensation
Committee-(Notes) No special interests exist between the candidates and the Company.

OutsideCandidate for Outside Director

Independent

Candidate for Independent Director provided for by the Tokyo Stock
Exchange and the Sapporo Securities Exchange- 14 -

Number of
concurrent
positionsat listedcompanies

0

1

1

No

1

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)Marie Ogawa (November 22, 1962)
Reappointment
Outside Director Independent Director
Attendance at meetings of the Board of Directors: 11/11meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee:
10/10meetings (100%)
Attendance at meetings of the Nomination and Compensation committee:
7/7meetings (100%)
April 1986
Joined the Bank of JapanMay 2001
Assistant Director of Public Relations Department of
the said bank
July 2004
Director of Public Relations Department of the saidbankNovember 2006
Director of Administration Department of the saidbankAugust 2010
Director of Personnel and Corporate Affairs
Department of the said bank
April 2015
Part-time Instructor of Otsuma Women’s University
Junior College Division (Concurrent post)
June 2017
Director of Administration Department of the Bankof JapanJune 2019
Chief Representative, Toyama Office
March 2022
Resigned from the Bank of Japan
April 2022
Head of Diversity Promotion Office of Corporate
Headquarters of J.F. Oberlin Schools (present
position)
General Manager of Career Development Center of
J.F. Oberlin University (present position)
June 2022
Outside Director of the Company (Director serving
as Member of Audit and Supervisory Committee)(present position)

Type and Numberof Shares of theCompany held

Common shares
800 shares(Important concurrent position of other organization)
Head of Diversity Promotion Office of Corporate Headquarters of J.F.
Oberlin Schools
General Manager of Career Development Center of J.F. Oberlin
University(Reasons for election of the candidate for Outside Director and overview of expected roles)
She has long served in important positions at the Bank of Japan and has extensive experienceand expertise in the fields of finance and legal affairs. She is also familiar with the local
economy and has extensive insight on diversity and inclusion.
The company has selected her as a candidate for Outside Director serving as Member ofAudit and Supervisory Committee because she is expected to contribute to strengthen theaudit functions of the Company from diverse perspectives and the effectiveness of both thedecision-making and supervisory functions of the Board of Directors from a perspective
independent from that of the management, utilizing her extensive experience and high levelof expertise.
Although she has not been directly engaged in the management of a corporation other than as
an outside officer in her career, the company believes that she is well qualified to perform her
duties as an outside director because of the reason stated above.
- 15 -

No

Name (Date of birth)Type and Number
Career Summary (Titles and Assignments in the Company and subsidiary of Shares of theCompany heldbanks and concurrent positions of other organizations)(Independence of the candidate)
She satisfies the Independence Standards for Outside Directors of the Company.
(Especially expected skills)
HR management, Risk management/Compliance, Finance- 16 -

No

2Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)
Yutaka Yokoi (January 10, 1955)
New Appointment
Outside Director Independent Director

Type and Numberof Shares of theCompany held

Common shares
1,600 shares

Attendance at meetings of the Board of Directors: 11/11meetings (100%)
Attendance at meetings of the Nomination and Compensation Committee:
7/7meetings (100%)
April 1979
Joined the Ministry of Foreign Affairs of Japan
September 2006
Minister, Embassy of Japan in the United States ofAmericaJuly 2008
Consul-General of Japan in Shanghai
August 2010
Envoy Extraordinary and Minister Plenipotentiary ofJapan to the People’s Republic of China
September 2011
Press Secretary/Director-General for Press andPublic Relations
August 2013
Ambassador Extraordinary and Plenipotentiary ofJapan to Turkey
March 2016
Ambassador Extraordinary and Plenipotentiary ofJapan to the People’s Republic of China
December 2020
Resigned from the Ministry of Foreign Affairs ofJapan
March 2021
Outside Director of the Toyo Ink SC Holdings Co.
Ltd (present artience Co. Ltd. )October 2021
Deputy Director-General of Chiba Institute ofTechnology School corporation (present position)
January 2022
Distinguished Professor of the said University(present position)
March 2022
Director serving as Member of Audit andSupervisory Committee of the artience Co. Ltd.
(outside) (present position)
June 2022
Outside Director of the Company (present position)(Important concurrent position of other organization)
Director serving as Member of Audit and Supervisory Committee of theartience Co. Ltd
Deputy President of the Japanese Olympic Committee
Deputy Director-General and Distinguished Professor of Chiba Instituteof Technology School corporation※He is scheduled to retire Outside Director of the Company in June
2024.
(Reasons for election of the candidate for Outside Director and overview of expected roles)
He has long served in important positions at the Ministry of Foreign Affairs of Japan and has
specialized international insight fostered through his experience as diplomat and has
extensive expertise about the international affairs, economy and business environment.
The company has selected him as a candidate for Outside Director serving as Member ofAudit and Supervisory Committee because he is expected to contribute to strengthen theaudit functions of the Company from global perspectives and the effectiveness of both thedecision-making and supervisory functions of the Board of Directors from a perspective
independent from that of the management, utilizing his extensive experience and high levelof expertise.
- 17 -

No

Name (Date of birth)Type and Number
Career Summary (Titles and Assignments in the Company and subsidiary of Shares of theCompany heldbanks and concurrent positions of other organizations)
Although he has not been directly engaged in the management of a corporation other than as
an outside officer in his career, the company believes that he is well qualified to perform his
duties as an outside director because of the reason stated above.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.
(Especially expected skills)
Risk management/Compliance, Global affairs- 18 -

No

3

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)Shinya Makino (March 19, 1961)
New Appointment
Outside Director Independent Director
April 1983
Joined Yasuda Life Insurance Company
January 2004
The said company renamed Meiji Yasuda Life Insurance
Company
December 2005
General Manager of Toyama Branch of the said
company
April 2009
General Manager of Sales personnel Department of
the said company
April 2012
General Manager of Product Development
Department of the said company
July 2013
Executive Officer and General Manager of ProductDevelopment Department of the said company
April 2015
Managing Executive Officer of the said company
April 2017
Senior Managing Executive Officer of the said
company
April 2020
Deputy President, Executive Officer of the said
company
July 2020
Director, Deputy President, Executive Officer of thesaid company
July 2021
Director, Deputy President, Representative
Executive Officer of the said company
April 2024
Director of the said company (present position)
June 2024
TOPY Industries, Ltd. (scheduled)Type and Numberof Shares of theCompany held-

(Important concurrent position of other organization)
Director of Meiji Yasuda Life Insurance Company
Outside Auditor of the TOPY Industries, Ltd (scheduled)※Scheduled to take office in June 2024.
(Reasons for election of the candidate for Outside Director and overview of expected roles)
Having been engaged in management of Meiji Yasuda Life Insurance Company as Director,
Deputy President, Representative Executive Officer, he has abundant management experienceand broad insight as a top executive. The company has selected him as a candidate for
Outside Director serving as Member of Audit and Supervisory Committee because he isexpected to contribute to strengthen the audit functions of the Company and the effectivenessof both the decision-making and supervisory functions of the Board of Directors from aperspective independent from that of the management, utilizing his extensive experience as
an expert in financial institution management.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.
Although he is currently in office as Director of Meiji Yasuda Life Insurance Company which
offers insurance for directors of the Company, he is considered to work adequately as an
Outside Director and Independent Director of the Company, because the amount oftransaction is less than 1% of consolidated sales of the said company as well as less than 1%of the consolidated gross business profits of the Company.
(Especially expected skills)
Corporate management, HR management, IT/DX, Finance, Financial accounting- 19 -

(Matters to be stated regarding candidates for directors)
The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Ms. Ogawa, Mr. Yokoi and Mr. Makino are selected as
Director at this General Meeting of Shareholders, they will be insured under the said insurance policy.
The insurance policy shall cover damages that may occur due to the insured officer, etc., assuming
responsibility for the execution of his/her duties or receiving claim related to the pursuit of such
responsibility. However, there are certain exemptions that are not covered, such as damages caused by
his/her violation of laws and regulations. The insurance premiums are fully paid by the company, andthe insured does not bear the actual cost of insurance. The insurance policy has a deductible, and any
damage up to the deductible will not be covered. The company plans to renew the policy on July, 2024,
which is in the middle of candidate’s term of office.
(Matters to be stated regarding candidates for outside directors)(1) Ms. Ogawa, Mr. Yokoi and Mr. Makino are candidates for Outside Directors. Ms. Ogawa and Mr.
Yokoi are currently registered as Independent Directors of the rules prescribed by Tokyo Stock
Exchange and Sapporo Securities Exchange. If re-elected, the Company shall continue to appoint
them as Independent Directors. Also, the Company shall appoint Mr. Makino as an Independent
Director provided for by the Tokyo Stock Exchange and the Sapporo Securities Exchange, subject
to the approval of election at this General Meeting of Shareholders(2) Currently Ms. Ogawa is Outside Director of the Company (Director serving as Member of Audit
and Supervisory Committee) The term of office of Ms. Ogawa as Outside Director of the Company.
(Director serving as Member of Audit and Supervisory Committee) will be 2 years as of theconclusion of this General Meeting of Shareholders. Also Mr. Yokoi is Outside Director of theCompany. The term of office of Mr. Yokoi as Outside Director of the Company will be 2 years as of
the conclusion of this General Meeting of Shareholders.
(3) The Company has entered into liability limitation agreements with Ms. Ogawa and Mr. Yokoi to theeffect that the Company ensures that Outside Directors shall assume the liability for damages withlimits of minimum amount prescribed in Article 425, paragraph 1 of the Companies Act and, aslong as acting in good faith and without gross negligence in performing their duties. If Ms. Ogawa
and Mr. Yokoi are elected as Outside Directors at this General Meeting of Shareholders, theCompany shall sign the said agreements with them. If Mr. Makino is elected as Outside Director at
this General Meeting of Shareholders, the Company shall sign the said agreement with him.
(Reference)■Independence Standards for Outside Directors of the Company
A candidate for Outside Directors shall be, in principle, a person who does not fall under or has notrecently fallen under any of the following:(i) A person who has the Company or its subsidiary as a major business partner, or a person engaged in
the execution of business of a corporation etc., which has the Company or its subsidiary as a major
business partner.
(ii) A person who is a major business partner of the Company or its subsidiary, or a person engaged in
the execution of business of a corporation etc., which is a major business partner of the Company or
its subsidiary.
(iii) A consultant, an accounting expert or a legal expert etc., who receives a large amount of money orother property excluding remuneration received as Directors or Corporate Auditors from theCompany or its subsidiary.
(iv) An employee of consulting office, accounting office or law office which has the Company or its
subsidiary as major business partner.
(v) A person who receives large donation from the Company or its subsidiary or a person engaged in
the execution of business of a corporation etc., which receives large donation from the Company or
its subsidiary.
(vi) A major shareholder of the Company (shareholder who possesses voting rights more than 10% ofthat of total shareholders), or a person engaged in the execution of business of a corporation etc.,
which is a major shareholder of the Company.
(vii) A close relative of the following person (excluding non-material person)
A. A person who falls under any of (i) through (vi) above
B. A Director, a Corporate Auditor, an Executive Officer and a material employee of theCompany or its subsidiary- 20 -

The definition of “recently”“Recently” denotes a time that can be deemed to be substantively the same as the present; for example,
a person is not independent if that person was major business partner at the time when the proposal
electing that person as an Outside Director was decided.
The definition of “major”
More than 1% of consolidated sales (consolidated gross business profits as for the Company) of themost recent business term
The definition of “corporation etc.”
Institution other than corporation is included
The definition of “large (amount of money or other property, donation)”
More than 10 million yen per year on average over the last 3 years
The definition of “close relative”
Family member within the second degree of kinshipThe definition of “non-material person”
A Person who is “material” means an officer or a manager, or a certified public accountant or a lawyer
in case that person belongs to an accounting office or a law office.
■Main experience/ expertise of directors, expected fields(The structure of the Board of Directors after approval of this proposal and the skills of each Director
are as follows. Position after the conclusion of this General Meeting of Shareholders is shown in thetable below.)●Board of Directors●Audit and Supervisory Committee●Nomination and Compensation Committee
Masahiko Yoshimasa Yoshikazu
Taro
Kobayashi
TakadaSakamoto
Nishino●●●●Meeting

HiroshiNakazawa●●

Yuji
Kanema●●Position
GenderInsideMale

InsideMale

InsideMale

InsideMale

InsideMale

InsideMale

Number ofyears in
office5 years

7 years

5 years

3 years

2 years-

Corporate
management

●

●

●

●

●

●

●

●

●

●

Name

HR
management
Consulting

●

●

Risk
management/
Compliance
Financialmarket●Globalaffairs

●

IT/DX

●

●

●

●

GX

●

●

●

●

Finance

●

●

●

●

●

●

●

Financialaccounting●●●- 21 -

●

●

●

Name

Naohisa
OtsukaHirokuni
Kitagawa

MasaakiManabeKaoru
Funamoto

Marie
Ogawa

YutakaYokoi

ShinyaMakinoMeeting

●

●●

●●●

●●●

●●●

●●●

●●●

Position

InsideMale

InsideMale

OutsideMale

OutsideMale

OutsideFemaleOutsideMale

OutsideMale

Number ofyears in
office-5 years

7 years

3 years

2 years

2 years

-

●

●

●

Corporate
management
HRmanagement●

Consulting

●

●

●

●

Risk
management/
Compliance
Financialmarket

●
●

●

●

●

●

●

Globalaffairs

●

●
●

IT/DX
GX
FinanceFinancialaccounting

●

●

●

●

●

●
●

- 22 -