These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals,
the originals shall prevail. The Company assumes no responsibility for this translation or for
direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 7189)
June 5, 2024
To Shareholders with Voting Rights:
Hideyuki Murakami
President
Nishi-Nippon Financial Holdings, Inc.
1-1, Hakata-ekimae 3-chome, Hakata-ku,
Fukuoka, JapanNOTICE OF CONVOCATION OF
THE 8TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 8th Annual General Meeting of Shareholders of NishiNippon Financial Holdings, Inc. (the “Company,” with its subsidiaries, the “Group”) will be held
for the purposes described below.
In convening this general meeting of shareholders, the Company has taken measures forproviding information in electronic format (the “measures for electronic provision”) and has
posted matters subject to the measures for electronic provision as Shareholders Meeting 2024 on
the website shown below.
The Company’s website
https://www.nnfh.co.jp/english.html

In addition to the website shown above, the Company has also posted the information on thewebsite of Tokyo Stock Exchange (TSE). To view the information, please access the TSE
website (Listed Company Search), input “Nishi-Nippon Financial Holdings” in the “Issue name(company name)” field, or input our securities code “7189” in the “Code” field, and click“Search,” and then click “Basic information” and select “Documents for public inspection/PR
information.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you do not attend the meeting in person, you may exercise your voting rights in wiring or
via the Internet, etc. Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by Wednesday, June 26, 2024 at 5:00 p.m. JST.

1/19

1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. JST(Reception begins: 9:00 a.m. JST)

2. Place:

Meeting Room on the third floor, Annex of Head Office of THE
NISHI-NIPPON CITY BANK, LTD.,
3-6, Hakata-ekimae 1-chome, Hakata-ku, Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for
the Company’s 8th Fiscal Year (from April 1, 2023 toMarch 31, 2024) and the results of the audits of theConsolidated Financial Statements by the Independent
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s
8th Fiscal Year (from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 5 Directors (excluding those who are Audit andSupervisory Committee Members)
Proposal No. 3: Election of 3 Directors who are Audit and Supervisory
Committee Members
Proposal No. 4: Election of 1 Director who is a Substitute Audit and Supervisory
Committee Member

2/19Instructions for Exercise of Voting Rights
If exercising your voting rights in advance
Exercise of Voting Rights by Mail (in Writing)Exercise deadline: Arrival by Wednesday, June 26, 2024 at 5:00 p.m. JST
Voting rights may be exercised by mail. Please review the “Reference Documents for
the General Meeting of Shareholders” posted as the matters subject to the measures forelectronic provision, indicate your vote for or against the proposals on the Voting Rights
Exercise Form, and return it. If neither approval nor disapproval of a proposal isindicated on the Voting Rights Exercise Form, it shall be deemed a vote of approval forthe proposal.
Exercise of Voting Rights Online
Exercise deadline: By Wednesday, June 26, 2024 at 5:00 p.m. JST• The Portal of Shareholders’ Meeting: https://www.soukai-portal.net• Voting website: https://www.e-sokai.jp (both available in Japanese only)
Please access the portal or the voting website online, follow the instructions there, andindicate your vote for or against the proposals.
If you vote both in writing and via the Internet, only your vote placed via the Internet will be valid.
Additionally, if you submit your vote multiple times via the Internet, only the last vote will be valid.

If attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders:
Thursday, June 27, 2024 at 10:00 a.m. JST(The reception is scheduled to begin at 9:00 a.m. JST)
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the
day of the meeting for identification.
For resource-saving, please bring your own copy of this notice of convocation.
End




The Company has delivered the documents containing matters subject to the measures for electronic
provision for this General Meeting of Shareholders to all of our shareholders, regardless of whether they
have requested it or not. However, of the matters subject to the measures for electronic provision, thefollowing matters are not included in the physical documents delivered to the shareholders who requested
it, in accordance with provisions of laws and regulations as well as the Articles of Incorporation of theCompany. The Independent Auditor and the Audit and Supervisory Committee have audited documents
which are in the scope of audit, including the following matters.
1)“The Systems to Secure the Appropriateness of Operations” of the Business Report
2) “Consolidated Statement of Changes in Net Assets” of the Consolidated Financial Statements andNotes to the Consolidated Financial Statements3) “Non-consolidated Statement of Changes in Net Assets” of the Non-consolidated Financial
Statements and the Notes to the Non-consolidated Financial Statements
If any amendments are made to the matters subject to the measures for electronic provision, such
amendments will be posted on the respective websites where the matters are posted.
3/19

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
Concerning the appropriation of surplus, the Company’s basic policy is to strengthen its financial
standing via appropriate enrichment of internal reserves and to conduct stable and continuous dividends.
In the medium term, the Company aims to provide returns to shareholders equivalent to approximately
40% of the net income attributable to shareholders of the Company, and in consideration of factors suchas contemporary economic trends, financial conditions, and business results forecasts, determines thereturns for each fiscal year.
Based on the above policy, the Company proposes the year-end dividend for the 8th fiscal year as
follows:
Matters concerning year-end dividend
1. Kind of dividend property
Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amountthereof30 yen per share of common stock
The total amount of dividends 4,212,855,330 yen
Furthermore, as 25 yen were paid per share as an interim dividend during this fiscal period, theannual dividend will amount to 55 yen per share.
3. Effective date of the distribution of surplus
June 28, 2024

4/19

Proposal No. 2: Election of 5 Directors (excluding those who are Audit and Supervisory Committee Members)
The terms of office of all of the 5 Directors (excluding those who are Audit and Supervisory Committee
members) will expire at the conclusion of this Annual General Meeting of Shareholders. It is proposedthat 5 Directors (excluding those who are Audit and Supervisory Committee members) be elected.
The Audit and Supervisory Committee has stated that the Committee has no objection to this proposal.
The candidates are as follows:(Reference) List of the candidates
No.

Name

Current position, etc. at the Company

1

Hiromichi Tanigawa

Reappointment

Deputy Chairman (Representative Director)

2

Hideyuki Murakami

Reappointment

President (Representative Director)

3

Hiroyuki Irie

Reappointment

Director
In charge of the Internal Audit Division, theCorporate Planning Division and the Group Strategy
Planning Division

4

Hiroyuki Takeo

New appointment

Executive Officer

Reappointment

Director
In charge of the Compliance & Risk Management
Division and Deputy in charge of the Corporate
Planning Division

5

Takashige Honda

5/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1976
Jun. 2005

Hiromichi
Tanigawa(Jul. 17, 1953)[Reappointment]

1

Joined the Ministry of FinanceDirector-General of Yokohama Customs, theMinistry of FinanceJul. 2008
Deputy Director-General of Minister’s
Secretariat, the Ministry of FinanceOct. 2008
Managing Director, Japan Finance Corporation
May 2011
Joined THE NISHI-NIPPON CITY BANK,
LTD. (the “Bank”)
Advisor, the Bank
Jun. 2011
Executive Director, the Bank
Jun. 2012
Representative Executive Director(Representative Director), the BankMay 2013
Representative Executive Director(Representative Director)
Head of Kitakyushu &Yamaguchi Region, theBank
Jun. 2013
Deputy President (Representative Director)
Head of Kitakyushu &Yamaguchi Region, theBank
Jun. 2014
President (Representative Director), the Bank
Oct. 2016
President (Representative Director), theCompany
Jun. 2021
Deputy Chairman (Representative Director),
the Company (current position)
Jun. 2021
Chairman (Representative Director), the Bank
(current position)(Significant concurrent positions)
Chairman (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Chairman of The Fukuoka Chamber of Commerce and Industry

Number of shares of
the Company held

25,600 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2011 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Hiromichi Tanigawa has been in charge of the bank’s core operations, such as the Internal Audit Division, theCorporate Risk Management & Compliance Division, the Corporate Planning Division and Head of Kitakyushu &Yamaguchi Region. Since taking office as president of the bank in June 2014, he has been at the forefront of leading
initiatives toward improving business results of the bank.
Additionally, he was appointed president of the Company in October 2016 and deputy chairman of the Company inJune 2021. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge as a top-level
executive.

6/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1983

Hideyuki
Murakami(Mar. 14, 1961)[Reappointment]

2

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
May 2007General Manager of Hakataeki Higashi
Branch, the BankMay 2008
General Manager of the Human Resources
Division and the Human Resource
Development Office, the Bank
Jun. 2010
Executive Officer
General Manager of the Human Resources
Division and the Human Resource
Development Office, the BankMay 2012
Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2012
Senior Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2014
Managing Director, the Bank
Oct. 2016
Director, the Company
Jun. 2018
Executive Director, the Bank
Jun. 2021
President (Representative Director), theCompany (current position)
Jun. 2021
President (Representative Director), the Bank
(current position)(Significant concurrent positions)
President (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Director, DAIICHI KOUTSU SANGYO Co., Ltd.
Vice Chairman of Fukuoka Association of Corporate Executives

Number of shares of
the Company held

9,100 shares[Reasons for nomination as a candidate for director]
Mr. Hideyuki Murakami served as General Manager of Hakataeki Higashi Branch, General Manager of the Human
Resources Division and General Manager of the Corporate Planning Division at THE NISHI-NIPPON CITY BANK,
LTD., a bank of the Group. Since taking office as director in 2014 at the bank, he has been in charge of the bank’s
core operations, such as the Head of Tokyo Headquarters, the Internal Audit Division, the Corporate Planning
Division, the Corporate Risk Management & Compliance Division, the Corporate Risk Management Division, theCompliance Risk Supervisory Division, the Treasury & Portfolio Investment Division, the Treasury & Securities
Transaction Division and the International Business Division. Since taking office as president of the bank in June
2021, he has been at the forefront of leading initiatives toward improving business results of the bank.
Additionally, he was appointed director of the Company in October 2016 and president of the Company in June
2021. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge as a top-level
executive.

7/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1981

Hiroyuki Irie
(Nov. 11, 1957)[Reappointment]

3

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
Jun. 2008
Executive Officer
General Manager of the Business Planning
Division, the Bank
Oct. 2009
Executive Officer
Deputy Head of Fukuoka Regional
Headquarters, General Manager of Head
Office, and General Manager of Fukuoka
Branch, the Bank
Jun. 2010
Director, the Bank
Jun. 2011
Managing Director, the Bank
Jun. 2015
Executive Director, the Bank
Oct. 2016
Director, the Company
Jun. 2019
Executive Officer, the Company
Jun. 2020
Deputy President (Representative Director),
the Bank
Apr. 2023
Deputy President (Representative Director)
In charge of the business divisions andRegional Headquarters Management, the Bank
(current position)
Jun. 2023
Director, In charge of the Internal Audit
Division, the Corporate Planning Division and
the Group Strategy Planning Division, theCompany (current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.

Number of shares of
the Company held

8,900 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2010 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Hiroyuki Irie has been in charge of the business divisions, the Regional Relationship Management Headquarters, andthe Corporate Business Solution Division, and is familiar with business operations in general.
Additionally, he was appointed director of the Company in October 2016, executive officer of the Company in June
2019, and director of the Company in June 2023. The Company nominates him as a candidate for director as he has
been judged to be a person who can contribute to the Company’s management from his experience, capability,
personality and knowledge.

8/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1983

Hiroyuki Takeo(Sep. 19, 1958)[New appointment]

4

Joined Fukuoka SOGO Bank (Fukuoka City
Bank) (currently, THE NISHI-NIPPON CITY
BANK, LTD.) (the “Bank”)
Dec. 2011
Executive Officer, General Manager ofCorporate Administration Division, the Bank
Apr. 2013
Senior Executive Officer, General Manager ofCorporate Administration Division, the BankMay 2013
Senior Executive Officer, General Manager ofHead Office, and General Manager of Fukuoka
Branch, the Bank
Jun. 2016
Managing Director, the Bank
Oct. 2016
Director, the Company
Jun. 2018
Executive Officer, the Company (current
position)
Apr. 2020
Managing Director, Head of Kitakyushu&Yamaguchi Region, the Bank
Jun. 2020
Executive Director, Head of Kitakyushu&Yamaguchi Region, the Bank
Jun. 2021
Deputy President (Representative Director),
Head of Kitakyushu &Yamaguchi Region, theBank (current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Director serving as Audit and Supervisory Committee member, Ohishi
Sangyo Co., Ltd.
Audit & Supervisory Board Member, DAIEISANGYO Co.,Ltd.

Number of shares of
the Company held

2,310 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2016 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Hiroyuki Takeo has been in charge of the bank’s core operations, such as the credit supervision division and thebusiness division, and is familiar with financing and business operations in general.
Additionally, he was appointed director of the Company in October 2016 and executive officer of the Company inJune 2018. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge.

9/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1988

Takashige Honda(Dec. 23, 1965)[Reappointment]

5

Joined NISHI-NIPPON BANK (currently,
THE NISHI-NIPPON CITY BANK, LTD.)(the “Bank”)
Jun. 2016
Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Oct. 2016
General Manager of the Corporate Planning
Division, the Company
Jun. 2018
Senior Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2020
Executive Officer, the Company
Jun. 2020
Managing Director, the Bank
Jun. 2021
Director
In charge of the Compliance & Risk
Management Division, Deputy in charge of the
Corporate Planning Division, the Company(current position)
Apr. 2024
Managing Director
In charge of the Corporate Planning Division,
the Treasury & Portfolio Investment Division,
the Treasury & Securities Transaction
Division, the Bank (current position)(Significant concurrent positions)Managing Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit & Supervisory Board Member, Showa Manufacturing Co., Ltd.
Audit & Supervisory Board Member, KYUSHU LEASINGSERVICE CO., LTD..

Number of shares of
the Company held

3,231 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2020 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Takashige Honda has been in charge of the Corporate Planning Division, the Treasury & Portfolio Investment
Division, the Treasury & Securities Transaction Division, the Compliance & Risk Management Division, and the
Corporate Administration Division, and has accumulated experience in business operations.
Additionally, after serving as General Manager of the Corporate Planning Division from October 2016, he wasappointed executive officer in June 2020 and director in June 2021 at the Company. The Company nominates him asa candidate for director as he has been judged to be a person who can contribute to the Company’s management fromhis experience, capability, personality and knowledge.

(Notes) 1.
2.
3.

There is no special interest between each candidate for director and the Company.
Mr. Hiroyuki Takeo is a new director candidate.
The Company has entered into a directors and officers liability insurance contract with an insurancecompany under which all of the directors, corporate auditors, and executive officers of the Company and its
subsidiaries are the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said
insurance contract covers compensation for damages (damages under laws and litigation costs) incurred by
the insured due to a claim for damages filed for an act (or omission) of the insured in his or her duties. The
Company bears the entire amount of the premium for the insurance contract. Meanwhile, as a measure toensure that the insured should not be demotivated to appropriately execute his or her duties, the insurance
contract does not cover compensation for damages arising from an event where the insured has unlawfullyreceived personal benefit or advantage, or arising from a criminal act of the insured or any act etc.
performed by the insured while he or she is aware that such act etc. constitutes a violation of laws andregulations. If the appointment of each candidate as director is approved, they will be the insured parties
covered by the said insurance contract and the Company intends to renew the contract during their terms ofoffice.

10/19

Proposal No. 3: Election of 3 Directors who are Audit and Supervisory Committee Members
Of the 4 Directors who are Audit and Supervisory Committee members, the terms of office of Mr.
Kiyotaka Tomoike and Ms. Sachiko Miyamoto will expire at the conclusion of this Annual General
Meeting of Shareholders and Mr. Toshio Sakemi will resign from the post. Accordingly, the election of 3
Directors who are Audit and Supervisory Committee members is proposed.
This proposal has been approved by the Audit and Supervisory Committee.
The candidates are as follows:
No.

Name

1

Tomoko Ito

2

Hiroshi Fujioka

3

Sachiko Miyamoto

Current position at the Company, etc.
New appointment
New appointment
OutsideIndependent Director
Reappointment
OutsideIndependent Director

Director, Audit and Supervisory Committee member

11/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1988
May 2015
Apr. 2018
Apr. 2018

Tomoko Ito(Dec. 22, 1965)

Jun. 2018
Jun. 2019[New appointment]

1

Apr. 2020
Apr. 2020
Apr. 2022
Jun. 2022

Joined NISHI-NIPPON BANK (currently, THE
NISHI-NIPPON CITY BANK, LTD. (the “Bank”)
General Manager of the Credit Risk
Management Division, the Bank
General Manager of the IT Strategy Division,
the Bank
General Manager of the Group Strategy
Planning Division, the Company
Executive Officer, General Manager of the IT
Strategy Division, the Bank
Senior Executive Officer, General Manager of
the IT Strategy Division, the Bank
Senior Executive Officer, General Manager of
the Corporate Risk Management Division, theBank
General Manager of the Compliance & Risk
Management Division, the Company
Senior Executive Officer, Office of Audit andSupervisory Committee, the Bank
Director, Audit and Supervisory Committee
member, the Bank (current position)

Number of shares of
the Company held

1,400 shares[Reasons for nomination as a candidate for director who is an Audit and Supervisory Committee member]
Ms. Tomoko Ito took office as General Manager of the Credit Risk Management Division at THE NISHI-NIPPONCITY BANK, LTD, a bank of the Group, in 2015, and thereafter served as General Manager of the IT Strategy
Division. After taking office as executive officer in 2018, she served as General Manager of the IT Strategy Division
and General Manager of the Corporate Risk Management Division, and has accumulated experience in business
operations.
She was appointed director, Audit and Supervisory Committee member in June 2022 at THE NISHI-NIPPON CITY
BANK, LTD. The Company nominates her as a candidate for director who is an Audit and Supervisory Committee
member as she has been judged to be a person who can contribute to the Company’s management from her
experience, capability, personality and knowledge.

12/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1977
Jul. 2008

Hiroshi Fujioka(Jun. 2, 1954)[New appointment]
Outside2

Independent Director

Joined Ministry of FinanceDirector-General of the Customs andTariff Bureau, the Ministry of FinanceJul. 2009
Director-General for Policy Planning, theMinistry of Land, Infrastructure, Transport andTourismJan. 2012
Senior Executive Vice President, Japan
Housing Finance Agency
Jan. 2014
Councilor of the Minister’s Secretariat,
the Ministry of FinanceJun. 2014
Audit & Supervisory Board Member, ElectricPower Development Co., Ltd.
Jun. 2015
Senior Audit & Supervisory Board
Member, Electric Power Development
Co., Ltd.
Jun. 2016
Audit & Supervisory Board Member,
THE NISHI-NIPPON CITY BANK,
LTD. (the “Bank”)
Oct. 2016
Director, Audit and Supervisory
Committee member, the Bank (current
position)
Jun. 2022
Director, Audit and Supervisory
Committee Member, Electric Power
Development Co., Ltd. (current
position)(Significant concurrent position)
Director, Audit and Supervisory Committee Member, Electric Power
Development Co., Ltd.

Number of shares of
the Company held

– shares[Reasons for nomination as a candidate for outside director who is an Audit and Supervisory Committee member andexpected roles]
Mr. Hiroshi Fujioka has long years of experience and extensive knowledge in administrative practice in financial andmonetary affairs. The Company nominates him as a candidate for outside director who is an Audit and Supervisory
Committee member in the expectation that he will contribute to strengthening the supervisory function of theCompany.

13/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1991

SachikoMiyamoto(Jun. 22, 1968)[Reappointment]
Outside3

Independent Director

Joined Nomura Research Institute, Ltd.
(“NRI”)
Jul. 1997
Assigned to Personnel Division, NRI (won thecorporate scholarship)
Jun. 2002
Economist, Nomura Research Institute Europe
LimitedJul. 2006
Joined Nomura Institute of Capital Markets
Research (“NICMR”) (transfer due to NRI’s
reorganization)
Apr. 2010
Senior Economist NICMR (resigned in June 2022)
Jun. 2022
Director, Audit and Supervisory Committee
member, the Company (current position)
Jul. 2022
Financial economist (current post)(Significant concurrent position)
Financial economist

Number of shares of
the Company held

132 shares[Reasons for nomination as a candidate for outside director who is an Audit and Supervisory Committee member andexpected roles]
Ms. Sachiko Miyamoto has experience of 30 years in research work with respect to domestic and international
financial and capital markets as she has engaged in corporate analysis as an analyst as well as in research andanalysis as an investment strategist and a macroeconomist. The Company nominates her as a candidate for outside
director who is an Audit and Supervisory Committee member in the expectation that with her professional
knowledge on corporate analysis and financial analysis, she will contribute to strengthening the supervisory function.

(Notes)1.

There are banking transactions between Ms. Tomoko Ito, Mr. Hiroshi Fujioka and Ms. Sachiko Miyamoto
and the Group. However, they are ordinary banking transactions, and there is no special interest between
these candidates and the Group.
2. There are ordinary banking transactions between the Group and Electric Power Development Co., Ltd.,of which Mr. Hiroshi Fujioka, a candidate for director who is an Audit and Supervisory Committee member,serves as officer. However, concerning the company, the sales from transactions with the Group accounts
for less than 1% of the operating revenue, and the gross operating profit gained from transactions with thecompany also accounts for less than 1% of the total gross operating profit of the Company on a consolidated
basis.
3. There are no transactions between Nomura Institute of Capital Markets Research, of which Ms. Sachiko
Miyamoto, a candidate for director who is an Audit and Supervisory Committee member, was employed
and served as Senior Economist, and the Group.
4. Mr. Hiroshi Fujioka and Ms. Sachiko Miyamoto are candidates for outside directors who are Audit andSupervisory Committee members.
5. Mr. Hiroshi Fujioka has not been directly involved in corporate management. Nevertheless, the Company
believes that he has the capabilities to appropriately execute duties as outside director who is an Audit andSupervisory Committee member, because he has long years of experience and extensive knowledge inadministrative practice in financial and monetary affairs.
6. Ms. Tomoko Ito and Mr. Hiroshi Fujioka are new candidates for directors.
7. The name of Ms. Sachiko Miyamoto on the family register is Sachiko Miki.
8. The term of office of Ms. Sachiko Miyamoto as outside director will have been two (2) years at theconclusion of this Annual General Meeting of Shareholders.
9. Ms. Sachiko Miyamoto has not been directly involved in corporate management. Nevertheless, theCompany believes that she has the capabilities to appropriately execute duties as outside director who is an
Audit and Supervisory Committee member, because she has a wealth of experience as a corporate analysist,an investment strategist, and a macroeconomist and professional knowledge on corporate analysis andfinancial analysis.
10. The Company has already entered into an agreement with Ms. Sachiko Miyamoto, a director who is Audit
and Supervisory Committee member, pursuant to Article 427, Paragraph 1 of the Companies Act to limit her
liabilities to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Act when she is ingood faith and without gross negligence in performing duties as a non-executive director. In addition, if this
proposal is approved as originally proposed, the Company plans to continue the same agreement to limit
liabilities with her.
14/19

11. If the appointment of Ms. Tomoko Ito and Mr. Hiroshi Fujioka as directors who are Audit and Supervisory
Committee members is approved, the Company will enter into an agreement with them pursuant to Article
427, Paragraph 1 of the Companies Act to limit their liabilities to the minimum liability amount stipulated in
Article 425, Paragraph 1 of the Act when they are in good faith and without gross negligence in performing
duties as non-executive directors.
12. The Company has entered into a directors and officers liability insurance contract with an insurancecompany under which all of the directors, corporate auditors, and executive officers of the Company and its
subsidiaries are the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said
insurance contract covers compensation for damages (damages under laws and litigation costs) incurred by
the insured due to a claim for damages filed for an act (or omission) of the insured in his or her duties. The
Company bears the entire amount of the premium for the insurance contract. Meanwhile, as a measure toensure that the insured should not be demotivated to appropriately execute his or her duties, the insurance
contract does not cover compensation for damages arising from an event where the insured has unlawfullyreceived personal benefit or advantage, or arising from a criminal act of the insured or any act etc.
performed by the insured while he or she is aware that such act etc. constitutes a violation of laws andregulations. If the appointment of each candidate as director is approved, they will be the insured parties
covered by the said insurance contract and the Company intends to renew the contract during their terms ofoffice.
13. Ms. Sachiko Miyamoto is an outside director as stipulated in Article 2, Item 15 of the Companies Act. She
has been registered as an independent director with the Tokyo Stock Exchange and the Fukuoka Stock
Exchange.
14. If the appointment of Mr. Hiroshi Fujioka as director who is an Audit and Supervisory Committee member
is approved, the Company intends to register him as independent director with the Tokyo Stock Exchange
and the Fukuoka Stock Exchange.

15/19

(Reference) Skills Matrix of Candidates
If proposals Nos. 2 and 3 are approved as originally proposed, the skills matrix of directors will be as follows:
1. Directors (excluding those who are Audit and Supervisory Committee members)
Specialty
Name

Position, etc. at the Company

Corporate
management

Finance Financial Legal affairs
IT andandaffairs and and risk
digitaleconomy accounting management

Human
resource
anddiversity

Regional
revitalization
and regional
sales

●

●

●

●

Hiromichi
Tanigawa

Chairman (Representative
Director)

Male

●

●

●

●

Hideyuki
Murakami

President (Representative
Director)

Male

●

●

●

●

Hiroyuki Irie

Director
In charge of the Corporate
Planning Division and theGroup Strategy Planning
Division

Male

●

●

●

●

Hiroyuki
Takeo

Director
In charge of the Internal
Audit Division

Male

●

●

●

●

Takashige
Honda

Director
In charge of theCompliance & Risk
Management Division and
Deputy in charge of the
Corporate Planning
Division

Male

●

●

16/19

●

●

●

●

2. Directors who are Audit and Supervisory Committee members
Specialty
Name

Tomoko Ito

HiroshiFujioka

Chiharu Kubo

SachikoMiyamoto(Notes)Position, etc. at the Company

Director
Audit andSupervisory
Committee
memberDirector
Audit andSupervisory
Committee
memberDirector
Audit andSupervisory
Committee
memberDirector
Audit andSupervisory
Committee
memberCorporate
management

Finance Financial Legal affairs
IT andandaffairs and and risk
digitaleconomy accounting management

Female●●●OutsideIndependent
Director

Male

●

●

●

OutsideIndependent
Director

Male

●

●

OutsideIndependent
DirectorFemale

●

●

●

●

●

●

Regional
Revitalization
and regional
sales

●

●

1. The above areas of specialty do not represent all of the knowledge and experience that directors possess.
2. The position of each director states a planned position for a respective director to assume.

17/19

Human
resource
anddiversity●Proposal No. 4: Election of 1 Director who is a Substitute Audit and Supervisory Committee Member
The effective tenure of Ms. Tomoko Ito, director who is a substitute Audit and Supervisory Committee
member, expires at the beginning of this Annual General Meeting of Shareholders. Therefore, in casewhere the number of serving directors who are Audit and Supervisory Committee members falls short of
the number stipulated by laws and regulations or the Articles of Incorporation, the election of 1 director
who is a substitute Audit and Supervisory Committee member, as a substitute for Ms. Tomoko Ito, whowill be a director who is an Audit and Supervisory Committee member is requested in advance if
Proposal 3 is approved as originally proposed.
This proposal has been approved by Audit and Supervisory Committee.
The candidate is as follows:

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1990
Apr. 2019
Apr. 2019

MakotoUchitomi(Jan. 3, 1967)

Apr. 2021
Jun. 2021
Apr. 2023

1

Apr. 2024
Jun. 2024

Joined NISHI-NIPPON BANK (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the “Bank”)
General Manager of Corporate Administration
Division, the Bank
General Manager of the Corporate Planning
Division, the Company
Deputy Head of Regional Relationship Management
Headquarters, the Bank
Executive Officer, Deputy Head of Regional
Relationship Management Headquarters, the Bank
General Manager of the Group Strategy
Planning Division, the Company
Executive Officer, Office of Audit and Supervisory
Committee, the Bank (current position)
Director, Audit and Supervisory Committee
member, the Bank (planned)

Number of shares of
the Company held

1,604 shares[Reasons for nomination as a candidate for director who is a substitute Audit and Supervisory Committee member]
Mr. Makoto Uchitomi took office as General Manager of the Corporate Planning Division at THE NISHI-NIPPONCITY BANK, LTD, a bank of the Group, in 2019, and thereafter served as Deputy Head of Regional RelationshipManagement Headquarters. Also after taking office as executive officer in 2021, he served as Deputy Head ofRegional Relationship Management Headquarters, etc., and has accumulated experience in business operations.
The Company nominates him as a candidate for director who is a substitute Audit and Supervisory Committee
member as he has been judged to be a person who can contribute to the Company’s management from his
experience, capability, personality and knowledge.

(Notes) 1. There are banking transactions between Mr. Makoto Uchitomi and the Group. However, they are ordinary banking
transactions and there is no special interest between Mr. Makoto Uchitomi and the Group.
2. If the appointment of Mr. Makoto Uchitomi is approved and he assumes the office as director who is an Audit andSupervisory Committee member, the Company will enter into an agreement with him pursuant to Article 427,
Paragraph 1 of the Companies Act to limit his liabilities to the minimum liability amount stipulated in Article 425,
Paragraph 1 of the Act when he is in good faith and without gross negligence in performing duties as a non-executive
director.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company underwhich all of the directors, corporate auditors and executive officers of the Company and its subsidiaries are theinsured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers
compensation for damages (damages under laws and litigation costs) incurred by the insured due to a claim fordamages filed for an act (or omission) of the insured in his or her duties. The Company bears the entire amount of thepremium for the insurance contract. Meanwhile, as a measure to ensure that the insured should not be demotivated to

18/19

appropriately execute his or her duties, the insurance contract does not cover compensation for damages arising froman event where the insured has unlawfully received personal benefit or advantage, or arising from a criminal act of
the insured or any act etc. performed by the insured while he or she is aware that such act etc. constitutes a violationof laws and regulations. If the appointment of Mr. Makoto Uchitomi is approved and he assumes the office as director
who is an Audit and Supervisory Committee member, he will be the insured party covered by the said insurance
contract and the Company intends to renew the contract during his term of office.

End

19/19