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: 8713
May 30, 2024
Start date of measures for electronic provision: May 24, 2024
To our shareholders:
Masahiro Niino
Director and President
FIDEA Holdings Co. Ltd.
3-1-24 Chuo, Aoba-ku, Sendai-shi, Miyagi
NOTICE OF THE 15TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 15th Ordinary General Meeting of Shareholders of FIDEA Holdings Co. Ltd. (the“Company”) will be held as described below.
When convening the General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the website by using the Internet address shown below toreview the information.
The Company’s website: http://www.fidea.co.jp/investor/#block05 (in Japanese)
In addition to the Company’s website, the Electronic Provision Measures Matters are also posted on the website of
the Tokyo Stock Exchange (TSE). To view the information, please access the TSE website by using the internet
address shown below, enter “FIDEA Holdings” in “Issue name (company name)” or the Company’s securities code
“8713” in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for public
inspection/PR information.” Under “Filed information available for public inspection,” click “Click here foraccess” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting].”)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or on theInternet. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of
Shareholders, by 5:00 p.m., Thursday, June 20, 2024 (Japan Standard Time).
1. Date and Time: 10:00 a.m. on Friday, June 21, 2024 (Japan Standard Time) (Reception will start from 9 a.m.)
2. Venue:
Large Conference Room, 4F, main building of The Hokuto Bank’s head office3-1-41 Nakadori, Akita-shi, Akita
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 15th Term (from April 1, 2023 to March 31,2024), as well as the result of audit of the Consolidated Financial Statements by the Accounting Auditor andthe Audit Committee
2. Non-Consolidated Financial Statements for the 15th Term (from April 1, 2023 to March 31, 2024)
Item to be resolved:
Proposal:
Election of fourteen (14) Directors- When attending the meeting, please submit the Voting Rights Exercise Form enclosed with this notice of themeeting at the reception desk.
-1-

- For this General Meeting of Shareholders, regardless of whether or not a request for delivery of paper-based
documents has been made, the Company will uniformly send the documents that state matters concerning
measures for electronic provision. Among the items subject to measures for electronic provision, the Company
excluded the following items from the documents to be delivered to shareholders in accordance with Article 16 of
the Company’s Articles of Incorporation.
(1) “Matters related to stock acquisition rights, etc.,” “Systems and management to ensure the appropriatenessof operations,” “Matters related to specified subsidiaries,” “Matters related to transactions with parent
company etc.,” and “Matters related to accounting advisors” in business report(2) “Consolidated statement of changes in shareholders’ equity” and “Notes to consolidated financial statements”
in consolidated financial statements(3) “Statement of changes in shareholders’ equity” and “Notes to non-consolidated financial statements” in nonconsolidated financial statements
The above information is included in business report, consolidated financial statements and non-consolidated
financial statements, which are audited by the Audit Committee to prepare an audit report and by the Accounting
Auditor to prepare an accounting audit report.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the detailsof the items before and after the revisions will be posted on the Company’s website and the TSE website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal and Reference Items
Proposal:

Election of fourteen (14) Directors

The terms of office of all fourteen (14) of the current Directors will expire at the conclusion of this meeting. Therefore,
the Company proposes the election of fourteen (14) Directors.
The candidates for Directors are as follows:
No.

Name

1

Yuichi Tao

2

Masahiro Niino

3

Arata Ito4

Masahiko Matsuta

5

Hideo Togashi

6

Satoru Nishibori

7

Yutaka Hori

8

Hiroshi Konno

9

Tomoko Nunoi

10

Wataru Hirose

11

Fumio Kai

Current principal position and responsibilities in the Group
Director and Chairman (Corporate Executive)
Director and Chairman (Corporate Executive) and Executive
Officer, The Shonai Bank, Ltd.
Director and President
Chairman of the Management Strategy Committee
Sustainability Committee Member
Director
Sustainability Committee Member
Management Strategy Committee Member
President and Representative Director, The Hokuto Bank, Ltd.
Director
Sustainability Committee Member
Management Strategy Committee Member
President and Representative Director, The Shonai Bank, Ltd.
Director (Non-executive)
Audit Committee Member (Full-time)
Sustainability Committee Member
Director (Non-executive) and Chairman of the Board of
Directors
Nomination Committee Member
Remuneration Committee Member
Risk Committee Member
Sustainability Committee Member
Management Strategy Committee Member
Outside Director
Nomination Committee Member
Remuneration Committee Member
Outside Director
Audit Committee Member
Outside Director
Chairman of the Audit Committee
Risk Committee Member
Sustainability Committee Member
Outside Director
Nomination Committee Member
Remuneration Committee Member
Sustainability Committee Member
Management Strategy Committee Member
Outside Director
Chairman of the Sustainability Committee
Audit Committee Member
Risk Committee Member
Management Strategy Committee Member-3-

Candidate
attribution
Reelection

Reelection

Reelection

Reelection

Reelection
Non-executive

Reelection
Non-executive

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection
OutsideIndependent

No.

Name

12

Jun Aoki

13

Shiro Sato

14

Kyoko Narita

Current principal position and responsibilities in the Group
Outside Director
Nomination Committee Member
Remuneration Committee Member
Sustainability Committee Member
Management Strategy Committee Member

Candidate
attribution
Reelection
OutsideIndependent
New election
OutsideIndependent
New election
OutsideIndependent

-4-

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1981
Oct. 2002
Nov. 2003

Feb. 2005
Feb. 2007
Oct. 2008
Apr. 2009
Yuichi Tao(February 11, 1959)
Reelection
Tenure as Director
8 years1

Apr. 2011
Apr. 2012
Apr. 2016
June 2016
June 2016
June 2016
June 2019
Apr. 2020
Apr. 2022
June 2022
Apr. 2023
Apr. 2023

Joined The Fuji Bank, Limited
General Manager, Nagano Chuo Branch,
Mizuho Bank, Ltd.
General Manager, Nagano Branch, General
Manager, Nagano Chuo Branch, Mizuho Bank,
Ltd.
General Manager, Yotsuya Branch, Mizuho
Bank, Ltd.
General Manager, Aoyama Branch, Mizuho
Bank, Ltd.
General Manager, Aoyama Corporate Division,
Aoyama Branch, Mizuho Bank, Ltd.
Executive Officer, General Manager, BranchBanking Division, Mizuho Bank, Ltd.
Managing Executive Officer, Mizuho Bank,Ltd.
Deputy President and Representative Director,
Mizuho Research Institute
Adviser, FIDEA Holdings Co. Ltd.
Part-time Director, The Shonai Bank, Ltd.
Part-time Director, The Hokuto Bank, Ltd.
Director and President, FIDEA Holdings Co.
Ltd.
Part-time Director and Chairman (Corporate
Executive), The Shonai Bank, Ltd.
President and Representative Director, The
Shonai Bank, Ltd.
Director and Chairman (Corporate Executive),
The Shonai Bank, Ltd.
Part-time Director, The Hokuto Bank, Ltd.
Director and Chairman (Corporate Executive),
FIDEA Holdings Co. Ltd. (present position)
Director and Chairman (Corporate
Executive) and Executive Officer, The
Shonai Bank, Ltd. (present position)

Number of theCompany’s shares
owned

21,290 shares[Reasons for nomination as candidate for Director]
Yuichi Tao has served positions of Managing Executive Officer for Mizuho Bank, Ltd. and Deputy President andRepresentative Director, Mizuho Research Institute. While served as Director and President from 2016 of FIDEA
Holdings Co. Ltd. and appointed Director and Chairman (Corporate Executive) of the Company in April 2023, he has
provided comprehensive management of the Group from the execution point of view as he serves concurrently as
President and Representative Director of The Shonai Bank, Ltd. Due to his experience in the finance industry and asuitable level of insights in management, the Company nominated him as candidate for Director because it expects him
to assist in reinforcing the effectiveness of the decision-making functions and supervision functions of the Board of
Directors by utilizing his abundant knowledge and experience on the Company’s Board of Directors.
[Special relationship of interest]
There is no special relationship of interest between Yuichi Tao and the Company.

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No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1989
Oct. 2008
Apr. 2014

Apr. 2017
Masahiro Niino(August 2, 1964)
Reelection
Tenure as Director
1 year2

Apr. 2019

July 2019
Apr. 2020
Apr. 2022
Apr. 2023
June 2023
June 2023
June 2023

Joined The Fuji Bank, Limited
Deputy General Manager of Loan Business
Promotion Department, Mizuho Bank, Ltd.
General Manager of Takadanobaba Branch and
Takadanobaba Department No.1, Mizuho Bank,
Ltd.
General Manager of Retail & Business
Promotion Department, Mizuho Bank, Ltd.
Executive Councilor of Global Talent Planningand Management Department, Mizuho Bank,
Ltd.
Executive Officer, FIDEA Holdings Co. Ltd.
Managing Executive Officer, FIDEA Holdings
Co. Ltd.
Senior Managing Executive Officer, FIDEA
Holdings Co. Ltd.
President, FIDEA Holdings Co. Ltd.
Part-time Director, The Hokuto Bank, Ltd.
(present position)
Part-time Director, The Shonai Bank, Ltd.
(present position)
Director and President, FIDEA Holdings Co.
Ltd. (present position)

Number of theCompany’s shares
owned

7,130 shares[Reasons for nomination as candidate for Director]
Masahiro Niino has served positions of Branch General Manager and General Manager of Retail & Business Promotion
Department for Mizuho Bank, Ltd. Since 2019, he has served as Executive Officer and Managing Executive Officer of
FIDEA Holdings Co. Ltd. before assuming the role of Senior Managing Executive Officer in control of sales divisions
and human resources and general affairs divisions. He has also been in charge of the Company as President since April
2023. Due to his experience in the finance industry and a suitable level of insights in management, the Company
nominated him as candidate for Director because it expects him to assist in reinforcing the effectiveness of the decisionmaking functions and supervision functions of the Board of Directors by utilizing his knowledge and experience on the
Company’s Board of Directors.
[Special relationship of interest]
There is no special relationship of interest between Masahiro Niino and the Company.

-6-

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1985
July 1991
Feb. 2004
Sep. 2005
July 2006
July 2008

Arata Ito
(July 22, 1961)
Reelection
Tenure as Director
5 years3

Nov. 2012
June 2014
June 2016
Apr. 2017
Apr. 2018
June 2018
June 2018
Apr. 2019
June 2019

Joined The Nippon Credit Bank, Ltd.
Joined The Ugo Bank, Ltd.
General Manager, Yabase Branch, The Hokuto
Bank, Ltd.
General Manager, Akitanishi Branch, The
Hokuto Bank, Ltd.
General Manager, Nikaho Branch, The Hokuto
Bank, Ltd.
General Manager, Corporate Planning Division,
The Hokuto Bank, Ltd.
President and Representative Director, MinamiLife Insurance Co., Ltd.
Executive Officer, General Manager, Yokote
Branch, The Hokuto Bank, Ltd.
Managing Director, The Hokuto Bank, Ltd.
Managing Executive Officer, FIDEA Holdings
Co. Ltd.
Director, Managing Executive Officer, The
Hokuto Bank, Ltd.
Director, Senior Managing Executive Officer,
The Hokuto Bank, Ltd.
Senior Managing Executive Officer, FIDEA
Holdings Co. Ltd.
President and Representative Director, The
Hokuto Bank, Ltd. (present position)
Director, FIDEA Holdings Co. Ltd. (present
position)

Number of theCompany’s shares
owned

17,530 shares[Reasons for nomination as candidate for Director]
Arata Ito has broad business experience through his involvement in positions in control of sales divisions as Executive
Officer of the Company and Director of The Hokuto Bank, Ltd., and has expertise in all areas of operation. He also has
extensive knowledge in management through his experience as President and Representative Director of The Hokuto
Bank, Ltd. The Company nominated him as candidate for Director because it expects him to assist in reinforcing theeffectiveness of the decision-making functions and supervision functions of the Board of Directors by utilizing his
knowledge and experience on the Company’s Board of Directors.
[Special relationship of interest]
There is no special relationship of interest between Arata Ito and the Company.

-7-

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1990
June 2006
Apr. 2009

Oct. 2009
June 2014
Apr. 2017
June 2017

Apr. 2018

Apr. 2018
Masahiko Matsuta(July 2, 1967)
Reelection

Apr. 2019
Apr. 2020

Tenure as Director
2 years
4

Mar. 2021

Apr. 2021

Mar. 2022

Apr. 2022
June 2022

Joined The Shonai Bank, Ltd.
General Manager, Corporate Planning Division,
The Shonai Bank, Ltd.
Representative for Special Missions ofManagement Integration, General Manager,
Corporate Planning Division, The Shonai Bank,
Ltd.
Group Manager, Business Strategy Group,
FIDEA Holdings Co. Ltd.
Executive Officer, Group Manager, Business
Strategy Group, FIDEA Holdings Co. Ltd.
Executive Officer, General Manager, Corporate
Planning Division, The Shonai Bank, Ltd.
Director, Executive Officer, General Manager,
Corporate Planning Division, The Shonai Bank,Ltd.
Director, Managing Executive Officer, General
Manager, Sales Promotion Division, The
Shonai Bank, Ltd.
Managing Executive Officer, FIDEA Holdings
Co. Ltd.
Director, Managing Executive Officer, The
Shonai Bank, Ltd.
Director, Managing Executive Officer, General
Manager, Headquarter Sales Division, Sanze
Branch and Takarada Branch, The Shonai Bank,Ltd.
Director, Managing Executive Officer, General
Manager, Headquarter Sales Division, Sanze
Branch, Takarada Branch, Atsumi Branch, andNezugaseki Branch, The Shonai Bank, Ltd.
Director, Managing Executive Officer, General
Manager, Headquarter Sales Division, Sanze
Branch, Takarada Branch, Atsumi Branch,
Nezugaseki Branch, Tsuruoka Higashi Branch,and Choyomachi Branch, The Shonai Bank,Ltd.
Director, Managing Executive Officer, General
Manager, Headquarter Sales Division, Sanze
Branch, Takarada Branch, Atsumi Branch,
Nezugaseki Branch, Tsuruoka Higashi Branch,
Choyomachi Branch, and Fujishima Branch,
The Shonai Bank, Ltd.
President and Representative Director, The
Shonai Bank, Ltd. (present position)
Director, FIDEA Holdings Co. Ltd. (present
position)

Number of theCompany’s shares
owned

13,230 shares[Reasons for nomination as candidate for Director]
Masahiko Matsuta has broad business experience in finance, corporate planning, risk management, compliance, salesrelated control, etc., as Executive Officer of the Company and Director of The Shonai Bank, Ltd. He also has extensive
knowledge in management through his experience as President and Representative Director of The Shonai Bank, Ltd.
The Company nominated him as candidate for Director because it expects him to assist in reinforcing the effectivenessof the decision-making functions and supervision functions of the Board of Directors by utilizing his knowledge andexperience on the Company’s Board of Directors.
[Special relationship of interest]
There is no special relationship of interest between Masahiko Matsuta and the Company.

-8-

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1981
July 2003
June 2010
June 2014

June 2016
Hideo Togashi(August 16, 1957)
Reelection
Non-executive

June 2017

June 2017
Tenure as Director
3 years

Apr. 2018

5
Apr. 2020
Apr. 2020
Apr. 2021
Apr. 2021
June 2021
June 2022

Joined The Shonai Bank, Ltd.
General Manager, Treasury and Securities
Division, The Shonai Bank, Ltd.
Executive Officer, General Manager, Treasury
and Securities Division, The Shonai Bank, Ltd.
Managing Executive Officer, General Manager,
Treasury and Securities Division, The Shonai
Bank, Ltd.
Managing Director, Managing Executive
Officer, General Manager, Treasury andSecurities Division, The Shonai Bank, Ltd.
Managing Director, Managing Executive
Officer, General Manager, The Shonai Bank,Ltd.
Managing Executive Officer, FIDEA Holdings
Co. Ltd.
Director, Managing Executive Officer, The
Shonai Bank, Ltd.
Director, Senior Managing Executive Officer,
The Shonai Bank, Ltd.
Senior Managing Executive Officer, FIDEA
Holdings Co. Ltd.
Director, The Shonai Bank, Ltd.
Trustee, FIDEA Holdings Co. Ltd.
Director, FIDEA Holdings Co. Ltd.
Director (Non-executive), FIDEA Holdings Co.
Ltd. (present position)

Number of theCompany’s shares
owned

8,378 shares[Reasons for nomination as candidate for Director]
Hideo Togashi has broad experience as Executive Officer of the Company and as the Director of The Shonai Bank, Ltd.
responsible for securities management and branch operations over many years. The Company nominated him as
candidate for Director because it expects him to assist in reinforcing the effectiveness of the decision-making functions
and supervision functions, etc. of the Board of Directors by utilizing his abundant knowledge and advanced insight andexpertise.
[Special relationship of interest]
There is no special relationship of interest between Hideo Togashi and the Company.

-9-

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1975
Apr. 2002

Dec. 2002

June 2004

Apr. 2008

Satoru Nishibori(March 2, 1953)
Reelection
Non-executive
Tenure as Director
9 years

Apr. 2009
June 2009
June 2011
June 2015
June 2016
June 2016
June 20176

Sep. 2017
Apr. 2019
June 2022

July 2023

Joined The Fuji Bank, Limited
Executive Officer, General Manager, Financial
Planning Division, Mizuho Corporate Bank,
Ltd.
Executive Officer, Senior Corporate Officer,
Finance and Accounting Group, Mizuho
Corporate Bank, Ltd.
Managing Director, Group Manager, Financeand Accounting Group, Mizuho Financial
Group, Inc.
Deputy President (Representative Director),
Mizuho Bank, Ltd.
President & CEO (Representative Director),
Mizuho Bank, Ltd.
Member of the Board of Directors, Mizuho
Financial Group, Inc.
Advisor, Mizuho Financial Group, Inc.
Outside Director, FIDEA Holdings Co. Ltd.
Part-time Director, The Shonai Bank, Ltd.
(present position)
Outside Director, Chairman of the Board of
Directors, FIDEA Holdings Co. Ltd.
Part-time Director, The Hokuto Bank, Ltd.
(present position)
Senior Advisor, Mizuho Bank, Ltd.
Honorary Advisor, Mizuho Financial Group,
Inc.
Director (Non-executive), Chairman of theBoard of Directors, FIDEA Holdings Co. Ltd.
(present position)
Senior Advisor, Mizuho Financial Group,
Inc. (present position)

Number of theCompany’s shares
owned

13,030 shares[Reasons for nomination as candidate for Director]
Satoru Nishibori served to assist in reinforcing the effectiveness of the Company’s supervision functions as an
Independent Outside Director and shared information and understanding with executives as a Chairman of the Board of
Directors. The Company nominates him to be an Internal Non-executive Director since it decides it is appropriate torequests him to continuously promote the business innovation of the Group based on his knowledge and experiencefrom his activities as an Outside Director in order to speed up the business innovation required for a regional bank.
Satoru Nishibori has served as Managing Director and Group Manager of Finance and Accounting Group (CFO) of
Mizuho Financial Group, Inc., and as President & CEO of Mizuho Bank, Ltd. The Company proposes his election as
Outside Director because it expects him to continuously contribute greatly to the development of the Group by using his
broad experience and advanced insight as an executive manager in a role independent from executive management. If
he is elected, the Company plans for him to continue to be a Chairman of the Board of Directors and a member of theNomination Committee, the Remuneration Committee, the Risk Committee, the Sustainability Committee andManagement Strategy Committee, and be involved in the business management from an objective view as a nonexecutive director.
[Special relationship of interest]
There is no special relationship of interest between Satoru Nishibori and the Company.

- 10 -

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1979

7

8

Number of theCompany’s shares
ownedRegistered as an attorney at law with theDaiichi Tokyo Bar Association
Dec. 1989
Representative Attorney, Hori Yutaka Law
Office (currently Hori General Law Office)(present position)
June 1999
Lecturer, International Corporate Strategy,
Hitotsubashi University
Apr. 2004
Vice President, Member of Council ofManagement, Chiba University (present
Yutaka Hori
position)(October 5, 1949)
Mar. 2005
Guest Professor, Law School, Chiba University
Reelection
Apr. 2010
Member of Public Interest Corporation
OutsideCommission, Cabinet Office, Government of–
IndependentJapan
Mar. 2016
Outside Director, Juki Corporation
Tenure as Director
June 2016
Outside Director, FIDEA Holdings Co. Ltd.
8 years(present position)
Aug. 2017
Outside Director, Pasona Group Inc.
June 2021
Chairman of the Nomination and Compensation
Committee, Pasona Group Inc. (present
position)Mar. 2023
Outside Director and Chairman of the
Designation and Reward Advisory
Committee, Juki Corporation (present
position)[Reasons for nomination as candidate for Director and overview of expected roles]
Yutaka Hori has broad experience and advanced insight in overall legal affairs as an attorney. Although his tenure as
Director exceeds eight years, the Company proposes his election as Outside Director because it expects him tocontribute greatly to reinforcing the effectiveness of the decision-making function and supervisory function of theCompany’s Board of Directors by using his broad experience and advanced insight and expertise in financial legal
affairs in a role independent from executive management. If he is elected, the Company plans for him to be involved in
the selection of officer candidates for the Company and to decide officer remuneration, etc. from an objective andneutral standpoint as a member of the Nomination Committee and the Remuneration Committee.
[Special relationship of interest]
There is no special relationship of interest between Yutaka Hori and the Company.
Apr. 1970
Deloitte Haskins & Sells LLP accounting office
Hiroshi Konno
Jan. 1974
Clover Certified Public Accountant Firm
(May 25, 1947)
June 1976
Shuwa Certified Public Accountant Firm
Reelection
June 2007
External Audit & Supervisory Board Member,
Outside–ACHILLES CORPORATION
Independent
Feb. 2011
Hiroshi Konno Certified Public Accountant
Office (present position)
Tenure as Director
June 2020
Outside Director, FIDEA Holdings Co. Ltd.
4 years(present position)[Reasons for nomination as candidate for Director and overview of expected roles]
Hiroshi Konno has broad experience as a certified public accountant and many years of experience as an External Audit& Supervisory Board Member of ACHILLES CORPORATION. The Company proposes his election as Outside
Director because it expects him to contribute greatly to reinforcing the effectiveness of the decision-making function
and supervisory function of the Company’s Board of Directors by using his broad experience and advanced insight andexpertise in a role independent from executive management. If he is elected, the Company plans for him to be involvedin the validity and effectiveness, etc. of the execution of duties from an objective and neutral standpoint as an Audit
Committee Member.
[Special relationship of interest]
There is no special relationship of interest between Hiroshi Konno and the Company.

- 11 -

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Feb. 1986
June 1994

9

Number of theCompany’s shares
ownedJoined Paribas (London) Capital Markets
Head of Market Risk Management, Paribas
Capital Markets, Tokyo Branch
June 1996
Chief Administrative Officer, Paribas Group,
Tokyo
Tomoko Nunoi
May 2000
Chief Administrative Officer, BNP Paribas(January 29, 1951)
Group, Tokyo
Reelection
Mar. 2002
Head of Human Resources, BNP Paribas CIB,
OutsideParis–
Independent
July 2006
Head of Compliance, BNP Paribas CIB, Paris
Aug. 2008
Chief Administrative Officer, BNP Paribas,
Tenure as Director
Tokyo Branch
4 years
Jan. 2010
Chief of Staff, BNP Paribas Securities (Japan)
LimitedJan. 2016
Executive Director, Earthwatch Japan
June 2020
Outside Director, FIDEA Holdings Co. Ltd.
(present position)[Reasons for nomination as candidate for Director and overview of expected roles]
Tomoko Nunoi has served as the global Head of Compliance and Human Resources at the BNP Paribas Group, hasexperience in a wide range of financial operations at the Group, and served as the Executive Director of Earthwatch
Japan, an International Environmental NGO and authorized NPO in Japan. The Company proposes her election as
Outside Director because it expects her to contribute greatly to reinforcing the effectiveness of the decision-making
function and supervisory function of the Company’s Board of Directors by using her broad experience, advanced
insight, and international awareness developed in her work at overseas companies in a role independent from executive
management. If she is elected, the Company plans for her to be involved in the validity and effectiveness, etc. of theexecution of duties and to make decisions and provide oversight in risk governance from an objective and neutral
standpoint as the Chairman of the Audit Committee and a member of the Risk Committee and the Sustainability
Committee.
[Special relationship of interest]
There is no special relationship of interest between Tomoko Nunoi and the Company.

- 12 -

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1977
Apr. 201010

Number of theCompany’s shares
ownedJoined Yamagata Prefectural Government
General Manager, Commerce, Labor & Tourism
Department, Yamagata Prefectural Government
Apr. 2012
General Manager, Planning & Development
Department, Yamagata Prefectural Government
Apr. 2014
Enterprise Manager, Yamagata Prefectural
Wataru Hirose
Government(September 22, 1954)
Apr. 2016
Educational Manager, Education Committee,
Reelection
Yamagata Prefectural Government
Outside–Apr. 2019
Chairman, Yamagata Constructional
Independent
Engineering Center
Tenure as Director
June 2020
Outside Director, The Shonai Bank, Ltd.
May 2021
Outside Audit & Supervisory Board Member,
3 years
Yamazawa Co., Ltd. (present position)
June 2021
Part-time Director, The Shonai Bank, Ltd.
(present position)
June 2021
Outside Director, FIDEA Holdings Co. Ltd.
(present position)[Reasons for nomination as candidate for Director and overview of expected roles]
Wataru Hirose has served as the General Manager of the Commerce, Labor & Tourism Department, the General
Manager of the Planning & Development Department, a corporate manager, and the Educational Manager of the
Education Committee at the Yamagata Prefectural Government, as well as the Chairman of the Yamagata Constructional
Engineering Center from 2019 and as Outside Director of The Shonai Bank, Ltd. from 2020. The Company proposes hiselection as Outside Director because it expects him to contribute greatly to reinforcing the effectiveness of the decisionmaking function and supervisory function of the Company’s Board of Directors using his broad experience cultivated in
his duties at the Yamagata Prefectural Government and his advanced insight and administrative awareness in vendor
support in a role independent from executive management. If he is elected, the Company plans for him to be involved in
the selection of officer candidates for the Company and to decide officer remuneration, etc. from an objective andneutral standpoint as the Chairman of the Nomination Committee and the Remuneration Committee and a member of
the Sustainability Committee and the Management Strategy Committee.
[Special relationship of interest]
There is no special relationship of interest between Wataru Hirose and the Company.

- 13 -

No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1983
June 2007

11

Number of theCompany’s shares
ownedJoined Bank of Japan
Deputy Director General, Financial Systems
Dept. (in charge of Review and Planning),
Bank of Japan
Oct. 2008
General Manager, Akita Branch, Bank of Japan
Apr. 2013
General Manager, Deposit Insurance
Department, Deposit Insurance Corporation of
Fumio KaiJapan
(June 23, 1959)
June 2015
Full-Time Auditor, Chuo Labour Bank
Reelection
June 2019
Policy Research Director, The Tokyo
Outside–Foundation for Policy Research
Independent
June 2021
Outside Director, FIDEA Holdings Co. Ltd.
Tenure as Director(present position)
July 2021
Advisor, Sompo Japan Insurance Inc. (present
3 years
position)
Dec. 2021
External Director, Audit and Supervisory
Committee Member, GMO Payment Gateway,
Inc.
Dec. 2023
External Director, GMO Payment Gateway,
Inc. (present position)[Reasons for nomination as candidate for Director and overview of expected roles]
Fumio Kai has served as Deputy Director General of the Financial Systems Dept. (in charge of Review and Planning) at
the Bank of Japan, as the General Manager of the Akita Branch of the Bank of Japan, and as the General Manager of the
Deposit Insurance Department of the Deposit Insurance Corporation of Japan. The Company proposes his election as
Outside Director because it expects him to contribute greatly to reinforcing the effectiveness of the decision-making
function and supervisory function of the Company’s Board of Directors using his broad experience and advanced
insight in a role independent from executive management. If he is elected, the Company plans for him to be involved in
the validity and effectiveness, etc. of the execution of duties and to make decisions and provide oversight in risk
governance from an objective and neutral standpoint as the Chairman of the Sustainability Committee and a member ofthe Audit Committee, the Risk Committee and the Management Strategy Committee.
[Special relationship of interest]
There is no special relationship of interest between Fumio Kai and the Company.

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No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1980
Apr. 1991
July 1993

12

Number of theCompany’s shares
ownedJoined Maki and Associates
Joined McKinsey & Company, Inc.
Engagement Manager, McKinsey & Company,
Inc.
July 1995
Senior Engagement Manager, McKinsey &Company, Inc.
Feb. 1999
CEO, BNP Paribas Cardif Japan
Nov. 2011
Head of International Human Resources, BNP
Paribas Cardif Japan
Nov. 2014
Corporate Advisor, Shiseido Company, Limited
Apr. 2015
Corporate Officer and Chief People Officer,
Shiseido Company, Limited
Jun AokiJan. 2017
Corporate Executive Officer, Chief People(April 30, 1957)
Officer and Chief Creative Officer, Shiseido
Reelection
Company, Limited
Outside–Mar.
2017
Director, Corporate Executive Officer, Chief
Independent
People Officer and Chief Creative Officer,
Shiseido Company, Limited
Tenure as Director
Jan.
2018
Representative Director, Corporate Executive
1 yearOfficer and Chief People Officer, Shiseido
Company, Limited
Jan. 2019
Director, Corporate Executive Officer, Chief
People Officer and Chief Social Value Creation
Officer, Shiseido Company, Limited
Jan. 2020
Corporate Executive Officer and Chief Social
Value Creation Officer, Shiseido Company,
LimitedJan. 2022
Representative Director, Junpumanpan Inc.
(present position)
June 2023
Outside Director, FIDEA Holdings Co. Ltd.
(present position)[Reasons for nomination as candidate for Director and overview of expected roles]
Jun Aoki has many years of experience in the consulting industry as well as extensive experience in human resources
strategy. The Company proposes his election as Outside Director because it expects him to contribute greatly toreinforcing the effectiveness of the decision-making function and supervisory function of the Company’s Board of
Directors by using his advanced insight in a role independent from executive management. If he is elected, theCompany plans for him to be involved in the selection of officer candidates for the Company and to decide officer
remuneration, etc. from an objective and neutral standpoint as a member of the Nomination Committee, theRemuneration Committee, the Sustainability Committee and the Management Strategy Committee.
[Special relationship of interest]
There is no special relationship of interest between Jun Aoki and the Company.

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No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1981

13

Number of theCompany’s shares
ownedJoined Yasuda Fire & Marine Insurance Co.,Ltd.
Apr. 2004
General Manager, Kobe Automobile Sales
Department, Sompo Japan Insurance Inc.
Apr. 2007
General Manager, Automobile Development
Department II, Sompo Japan Insurance Inc.
Apr. 2010
Executive Officer, General Manager, Sapporo
Branch, Sompo Japan Insurance Inc.
Apr. 2011
Executive Officer, Sompo Japan Insurance Inc.
Apr. 2012Managing Executive Officer, Sompo Japan
Insurance Inc.
Apr. 2013
Managing Executive Officer, NIPPONKOA
Insurance Co., Ltd.
Shiro Sato
(December 21, 1957)
Sep. 2014
Managing Executive Officer, Sompo Japan
New election
Nipponkoa Insurance Inc.
OutsideSep. 2014
Executive Officer, General Manager, South–
Independent
Asia Department, Sompo Japan Nipponkoa
Holdings, Inc.
Tenure as Director
Apr. 2015
Director and Senior Managing Executive– years
Officer, Sompo Japan Nipponkoa Insurance
Inc.
Apr. 2016
Representative Director and Senior Managing
Executive Officer, Sompo Japan Nipponkoa
Insurance Inc.
Apr. 2018
Representative Director and Executive Vice
President, Sompo Japan Nipponkoa InsuranceInc.
President and Representative Director,
Apr. 2020
SAISON AUTOMOBILE AND FIRE
INSURANCE COMPANY, LIMITED
Apr. 2024
Advisor, Credit Saison Co., Ltd. (present
position)[Reasons for nomination as candidate for Director and overview of expected roles]
Shiro Sato has served as Representative Director and Executive Vice President of Sompo Japan Nipponkoa Insurance
Inc. and President and Representative Director of SAISON AUTOMOBILE AND FIRE INSURANCE COMPANY,
LIMITED. The Company proposes his election as Outside Director because it expects him to contribute greatly toreinforcing the effectiveness of the decision-making function and supervisory function of the Company’s Board of
Directors by using his broad experience and advanced insight and expertise developed in the insurance industry in a role
independent from executive management. If he is elected, the Company plans for him to be involved in the selection of
officer candidates for the Company and to decide officer remuneration, etc. from an objective and neutral standpoint asa member of the Nomination Committee, the Remuneration Committee and the Management Strategy Committee.
[Special relationship of interest]
There is no special relationship of interest between Shiro Sato and the Company.

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No.

Name (Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company (in bold)
Apr. 1981
Apr. 1989

14

Notes

1.

2.

3.

4.

5.
6.

Number of theCompany’s shares
ownedJoined The Chase Manhattan Bank
General Manager, Credit Rating Department,
Japan Credit Rating Agency, Ltd.
Oct. 2000
Director, Senior Credit Analyst, Deutsche
Securities Inc., Tokyo BranchAug. 2001
Co-Head of Credit Research, BNP Paribas
Kyoko Narita
Securities (Japan) Limited, Tokyo Branch(July 23, 1958)
Sep. 2006
Sector Specialist, Credit Trading, BNP Paribas
New election
Securities (Japan) Limited, Tokyo Branch
Outside–Sep. 2010
Senior Credit Analyst, Fixed Income
Independent
Investment Dept., T&D Asset Management Co.,Ltd.
Tenure as Director
July 2015
Fund Manager/Senior Credit Analyst, Fixed– years
Income Investment Dept. and Senior ESG
Analyst, Equity Investment Dept., T&D AssetManagement Co., Ltd.
Apr. 2017
Joint Secretary General, CFA Society Japan
Jan. 2018
Senior Manager, CDP Worldwide-Japan
June 2023
Capital Markets Lead, CDP Worldwide-Japan[Reasons for nomination as candidate for Director and overview of expected roles]
Kyoko Narita has many years of experience as an analyst and fund manager at securities companies as well as
experience in participating in the activities of CDP Worldwide-Japan, a Japan base of an international environmental
NGO. The Company proposes her election as Outside Director because it expects her to contribute greatly to reinforcing
the effectiveness of the decision-making function and supervisory function of the Company’s Board of Directors byusing her advanced insight and expertise in a role independent from executive management. If she is elected, theCompany plans for her to be involved in the validity and effectiveness, etc. of the execution of duties from an objective
and neutral standpoint as a member of the Audit Committee, the Risk Committee, the Sustainability Committee and theManagement Strategy Committee.
[Special relationship of interest]
There is no special relationship of interest between Kyoko Narita and the Company.
Yutaka Hori, Hiroshi Konno, Tomoko Nunoi, Wataru Hirose, Fumio Kai, Jun Aoki, Shiro Sato, and Kyoko Narita are
candidates for Outside Director provided for in Article 2, paragraph (3), item (vii) of the Regulation for Enforcement of
the Companies Act.
Hideo Togashi and Satoru Nishibori are candidates for Non-executive Directors, among Internal Directors, who do notserve concurrently as Executive Officers or employees of the Company, or executive directors, corporate officers, or
employees of the Company’s subsidiaries.
The Company has entered into agreements with Yutaka Hori, Hiroshi Konno, Tomoko Nunoi, Wataru Hirose, Fumio Kai,
and Jun Aoki based on the provision in Article 427, paragraph (1) of the Companies Act to limit liability for damages
under Article 423, paragraph (1) of the Companies Act. Under these agreements, the maximum amount of liability fordamages is the upper limit of the total amounts listed in each item of Article 425, paragraph (1) of the Companies Act, andthe Company intends to continue these agreements if the reelection of Yutaka Hori, Hiroshi Konno, Tomoko Nunoi, Wataru
Hirose, Fumio Kai, and Jun Aoki is approved. The Company also intends to enter into the same type of agreement with
Shiro Sato and Kyoko Narita if their election is approved.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company, and a summary of the details of the policy is provided on page 43(in Japanese only). If the election of each candidate is approved at the meeting, the Company plans to include each ofthem as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy
with the same terms.
The number of the Company’s common shares owned is based on ownership as of the date of preparation of this Noticeof Convocation and the Reference Documents for the General Meeting of Shareholders.
The Company has registered Yutaka Hori, Hiroshi Konno, Tomoko Nunoi, Wataru Hirose, Fumio Kai, and Jun Aoki as
Independent Directors based on the stipulations of Tokyo Stock Exchange, Inc. The Company intends to continue theregistration of Yutaka Hori, Hiroshi Konno, Tomoko Nunoi, Wataru Hirose, Fumio Kai, and Jun Aoki as Independent
Directors if their reelection is approved. Shiro Sato and Kyoko Narita satisfy the requirements for Independent Directors
as provided for by Tokyo Stock Exchange, Inc. and if their election is approved, the Company intends to register them as
Independent Directors. Please refer to page 19 for Independence Criteria of the Company.

- 17 -

Characteristics of the Company’s Governance System
A company with nominating committee, etc.
Isolated supervisory and execution functions

Skill Matrix for Candidates for Director
Of the skills possessed by each candidate for Director, fields with special expectations are as follows.

Yuichi Tao
Masahiro Niino
Arata Ito
Masahiko Matsuta
Hideo Togashi
Satoru Nishibori
Yutaka Hori
Hiroshi Konno
Tomoko Nunoi
Wataru Hirose
Fumio Kai
Jun Aoki
Shiro Sato
Kyoko Narita*

Financialaffairs andaccounting

Humanresources
Legal affairs
strategy
Risk
and
Human
management
complianceresourcesdevelopment

Corporate
management

FinanceBusinessstrategy

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

Regional
economy

●
●

●

●

●

●
●

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●

●
●
The above chart does not represent all the knowledge possessed by the candidates.

- 18 -●

<Reference> FIDEA Group’s Independence Criteria for Outside Directors
To ensure the independence of Outside Directors, they need to meet the following criteria:
1. In terms of a party related to the Group officers, employees, or shareholders(1) A person who is not an executive director, executive officer, corporate officer, or other employee of theGroup (hereinafter, “executive”) and who has not been an executive in the past.
(2) A party who is not currently a major shareholder (a shareholder with possession of at least 10% of thevoting rights) and companies that are not the parent company or important subsidiary of such, or if such aparty is a company, a person who is not an executive of said company, and has not been an executive forthe most recent five-year period.
2. In terms of a party related as a supplier/client(1) A party who considers the Group to be a major supplier/client and companies that are not the parent
company or important subsidiary of such, or if such party is a company, a person who is not an executiveof said company, and has not been an executive for the most recent five-year period.
(2) A party who is not currently a major supplier/client of the Group and companies that are not the parent
company or important subsidiary of such, or if such a party is a company, a person who is not an executiveof said company, and has not been an executive for the most recent five-year period.
(3) A person who is not an executive of an organization that receives donations or subsidies exceeding a certain
amount from the Group (10 million yen per annum on average over the past three business years or 30%of the total annual average costs of the said organization, whichever is greater).
(4) A person who is not an officer of a company, or said company’s parent company or subsidiary, that accepts
a Director from the Group.
3. In terms of specialized service providers(1) Not currently the Group’s accounting auditor or employee of said accounting auditor and who has not beenin charge of the audit of the Group as said employee over the most recent five-year period.
(2) A person who has not received cash or other financial interests of 10 million yen or greater annually on
average over the past three years as an attorney at law or consultant from the Group, excluding
remuneration for officers.
4. Others(1) A person who is not the spouse or relative within the second degree of kinship of the person cited in 1. to
3. above.
(2) A person without constant concern of a substantial conflict of interest with the Company’s overall generalshareholders due to reasons outside of those considered above.
(3) Major suppliers/clients stipulated in 2. above shall be defined by the criteria of 2% or more of its
consolidated sales in each of the most recent three business years (consolidated ordinary profit in case of
the Company).
(4) Even a person who does not fulfill either of the conditions set forth in 2. to 4- (1) above, if the Company
believes that the person is suitable as Outside Director with sufficient independence from the Company,
because of his/her personality and insight, the person can be nominated as candidate for Outside Director
under the condition that he/she fulfills the requirements of Outside Director under the Companies Act andthe Company explains externally the reason for considering the person suitable as Outside Director with
sufficient independence from the Company.

- 19 -