This is a partial translation of the original Japanese “Convocation Notice of the 18th 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
June 10, 2021
Dear Shareholders:Eishin Ihori
President
Hokuhoku Financial Group, Inc.
1-2-26 Tsutsumicho-dori, Toyama-city, Toyama
Convocation Notice of the 18th Ordinary General Meeting of Shareholders
This is to inform you that the 18th Ordinary General Meeting of Shareholders of
Hokuhoku Financial Group, Inc. (“the Company”) will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing orby electromagnetic method (using the Internet etc.). Please exercise voting rights after
careful examination of the Reference Documents for the General Meeting of Shareholders
contained herein by 5:00 p.m., Thursday June 24, 2021.
1. Date and time:

June 25, 2021 (Friday) 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 18th Ordinary General Meeting of Shareholders is to be held in Sapporo-city, so
please note that the venue of the meeting is different from that of the last year.
3. Agenda:
Matters to be reported:
The 18th business year (April 1, 2020 through March 31, 2021) 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 Audit andSupervisory Committee Members)
Proposal 3: Election of Four (4) Directors serving as Audit and Supervisory
Committee Members-1-

4. Exercise of Voting Rights(1) If you attend the meeting, please present the enclosed Voting Rights Exercise Form to
the reception desk.
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 attachedwith the Voting Rights Exercise Form to the receptionist.
(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., Thursday
June 24, 2021.
No indication on the voting form of your approval or disapproval for any proposal
shall be treated as an indication of approval.
B. Exercise of Voting Rights by Electromagnetic Method (using the Internet, etc.)
Access the website for exercising voting rights specified by the Company(https://soukai.mizuho-tb.co.jp/) and exercise your voting rights by following thedirections on the screen. Your voting rights are to be exercised by 5:00 p.m.,
Thursday June 24, 2021.
In addition, on the occasion of exercise of voting rights via the Internet, pleaseconfirm "Guidance Notes on the Exercise of Voting Rights by the Internet" on page 3.
(3) Treatment of voting rights exercised multiple times
A. If you send Voting Rights Exercise Form multiple times, the last vote cast shall betreated as the valid vote.
B. Should you exercise your voting rights by completing the Voting Rights Exercise
Form and by using the designated electromagnetic method, the vote cast byelectromagnetic method shall be deemed to be the valid vote regardless of the time
the Voting Rights Exercise Form reaches us.
C. If you exercise your voting rights by electromagnetic method more than once, the lastvote cast shall be the valid vote.
(4) If any revisions are made to the Reference Documents for the Ordinary General
Meeting of Shareholders, the Business Report, the Non-Consolidated Financial
Statements and the Consolidated Financial Statements, the revisions will be posted on
the Company website (https://www.hokuhoku-fg.co.jp/).
(5) The reception desk opens at 9:30 a.m., Friday June 25, 2021.

-2-

Guidance Notes on the Exercise of Voting Rights by the Internet
1. Exercise of Voting Rights via the Internet(1) In substitution for exercise of voting rights in writing, you may exercise your voting
rights via the Internet by accessing the website for exercising voting rights specified
by the Company (the following URL). When exercising your voting rights via theInternet, you will be required to enter the “Code for the Exercise of Voting Rights”
and the “Password” shown in the Voting Rights Exercise Form. Please follow thedirections on the screen.
Please note that you will be prompted to change password when you login following
website for the first time, to ensure security.

https://soukai.mizuho-tb.co.jp/(2)The “Code for the Exercise of Voting Rights” and the “Password” (including the
password changed by shareholders) are valid for this general meeting only. Please notethat new code and password will be issued for the next general meeting.
(3) The password is means to authenticate shareholders. Please note that the Company
does not and will not make any inquiries regarding your password.
(4) The password is locked when you fail to input it correctly more than the predetermined
times. When it is locked, please follow the guidance of the screen.
2.Attention(1) Please exercise your voting rights via the Internet by 5:00 p.m., June 24, 2021
(Thursday).
(2) Should you exercise your voting rights by completing the Voting Rights Exercise
Form and by using the designated electromagnetic method, the vote cast byelectromagnetic method shall be deemed to be the valid vote regardless of the time the
Voting Rights Exercise Form reaches us. If you exercise your voting rights more thanonce, the last vote cast shall be the valid vote.
(3) The costs incurred for the access to the specified website to exercise voting rights shallbe borne by the shareholders.
3. For Inquiries with respect to the Exercise of Voting Rights via the Internet (only inJapan)
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 Saturdays, Sundays and Japanesenational holidays)
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,
based on the public function of financial services that our group companies provide. We
propose the year-end dividend of JPY35.00 per share for common shares, a decrease of
JPY5.00 per share over the previous fiscal year, considering the business results of thisfiscal year and accumulation of internal surplus preparing for the economic deterioration
due to COVID-19.
(1) Type of dividend property:

Cash(2) Matters concerning the allocation and total amount of dividend property：(Dividend per share)(Dividend amount)
Common shares¥35.00¥ 4,592,842,555
1st series Type 5 preferred shares¥7.50¥ 644,579,040
Total¥ 5,237,421,595(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 ¥ 725,151,422.

(3) Date on which dividends from surplus shall be effective:-4-

June 28, 2021(Monday)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:

CandidateNo.

Current Title in the
CompanyName

1

Eishin Ihori

Reappointment

President

2

Yuji Kanema

Reappointment

Director

3

Hidenori Mugino

Reappointment

Director

4

Yoshimasa Takada

New Appointment−

5

Hiroshi Nakazawa

Reappointment

Director

6

Masahiko Kobayashi

Reappointment

Director

7

Akira Sakai

New Appointment−(Notes) No special interests exist between any of the candidates and the Company.

-5-

No

1

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

Common shares
Reappointment
Eishin Ihori (August 20, 1956)
13,700 shares
April 1979
Joined The Hokuriku Bank, Ltd.
June 2004
Senior Deputy General Manager of Planning Divisionof the said bank (Transferred to and in charge of theCompany)
General Manager of Planning Group andAdministration Group of the Company
June 2009
Director and Executive Officer of the said bank
Director of the Company (In charge of PlanningGroup and Administration Group)
June 2010
Managing Executive Officer of the said bankJune 2013
President and Representative Director of the said bank(present position)
President of the Company (present position)(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 corporate planning for a long time, as a member of the Group since1979. 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 a member of the Board of
Directors, of his experience and expert knowledge is expected to strengthen the effectivenessof both the decision-making and supervisory functions of the Board of Directors.

-6-

No

2

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

Reappointment
Yuji Kanema (June 11, 1964)
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
Head of Managerial Planning Division of the saidbankJuly 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 bank(present position)
June 2017
Director of the Company
June 2019
Executive Officer of The Hokuriku Bank, Ltd.
(present position)
Director of the Company (In charge of PlanningGroup and Administration Group) (present position)
June 2021
President and Representative Director of The
Hokkaido Bank, Ltd. (scheduled)

Common shares
4,719 shares(Important concurrent position of other organization)
President and Representative Director of The Hokkaido Bank, Ltd.
(scheduled)(note) He is scheduled to resign as Executive Officer of The Hokuriku
Bank, Ltd in June 2021.
(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 Director of the Company and the Director andManaging Executive Officer of The Hokkaido Bank, Ltd. The Company has selected him as a
candidate for Director because the utilization, as a member of the Board of Directors, of his
experience and expert knowledge is expected to strengthen the effectiveness of both thedecision-making and supervisory functions of the Board of Directors.

-7-

No

3

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

Hidenori Mugino (March 18, 1957)
Reappointment
April 1979
Joined The Hokuriku Bank, Ltd.
June 2005
Head of Managerial Administration Division of thesaid bankJune 2007
General Manager of Head Office Business Division of
the said bankJune 2009
Director, Executive Officer and General Manager ofHead Office Business Division of the said bankJune 2010
Director, Managing Executive Officer and Head of
Toyama Regional Business Division of the said bankJune 2013
Chairman and Representative Director of the saidbank (present position)
Director of the Company (present position)

Common shares
9,637 shares(Important concurrent position of other organization)
Chairman 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 business administration and business promotion, etc., as a member of
the Group since 1979. Moreover, he has abundant management experience as the Director of
the Company and the Chairman 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 both the decision-making and supervisory functions of theBoard of Directors.

-8-

No

4

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

New Appointment
Yoshimasa Takada (February 28, 1965)
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 Business
Planning Section of the said bankJune 2020
Director, Managing Executive Officer and Head of
Sales Promotion Section of the said bank (present
position)

Common shares
4,862 shares(Important concurrent position of other organization)
Director and Managing Executive Officer 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 business planning, etc., as a member of the Group since 1989.
Moreover, he has abundant management experience as 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 a member of the Board of Directors, of his experience andexpert knowledge is expected to strengthen the effectiveness of both the decision-making andsupervisory functions of the Board of Directors.

-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

Common shares
Reappointment
Hiroshi Nakazawa (March 21, 1963)
11,115 shares
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 (present position)
June 2020
Director, Managing Executive Officer of the said bank(present position)(Important concurrent position of other organization)
Director and 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 General Manager and Head of Regional Business Division, as amember of the Group since 1986. Moreover, he has abundant management experience as
the Director of the Company and the Director and Managing Executive Officer of The
Hokuriku Bank, Ltd. The Company has selected him as a candidate for Director because theutilization, as a member of the Board of Directors, of his experience and expert knowledge is
expected to strengthen the effectiveness of both the decision-making and supervisory
functions of the Board of Directors.

- 10 -

No

6

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

Reappointment
Masahiko Kobayashi (January 4, 1964)
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 saidbank(present position)
Director of the Company (In charge of PlanningGroup and Administration Group) (present position)
Executive Officer of The Hokkaido Bank, Ltd.
(present position)

Common shares
9,100 shares(Important concurrent position of other organization)
Director and Managing Executive Officer of The Hokuriku Bank, Ltd.
Executive Officer 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 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 Managing Executive Officer of The Hokuriku Bank, Ltd. The
Company has selected him as a candidate for Director because the utilization, as a member ofthe Board of Directors, of his experience and expert knowledge is expected to strengthen theeffectiveness of both the decision-making and supervisory functions of the Board of
Directors.

- 11 -

No

7

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

New Appointment
Akira Sakai (February 2, 1961)
April 1984
Joined The Hokkaido Bank, Ltd.
April 2003
General Manager of Tobetsu Branch of the said bank
April 2005
Manager and head of Audit Group of the said bank
October 2005
Head of Audit Division of the said bank
April 2006
General Manager of Hanakawa Branch of the saidbankApril 2008
Deputy General Manager of Kushiro Branch of thesaid bankJune 2010
Supervisor of Otaru area and General Manager ofOtaru Branch of the said bank
April 2013
Supervisor of Kotoni area and General Manager ofKotoni Branch of the said bankMarch 2016
Officer, Supervisor of Kotoni area and General
Manager of Kotoni Branch of the said bankJune 2016
Executive Officer and General Manager of Tokyo
Branch of the said bankJune 2018
Full-time Corporate Auditor of the said bank (present
position)

Common shares
10,050 shares(Important concurrent position of other organization)
Director and Executive Officer of The Hokuriku Bank, Ltd. (scheduled)
Executive Officer of The Hokkaido Bank, Ltd. (scheduled)(note) He is scheduled to resign as Full-time Corporate Auditor of The
Hokkaido Bank, Ltd in June 2021.
(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 Audit Division, as a member of theGroup since 1984. Moreover, he has abundant experience as the Full-time Corporate Auditorof The Hokkaido Bank, Ltd. The Company has selected him as a candidate for Director
because the utilization, as a member of the Board of Directors, of his experience and expert
knowledge is expected to strengthen the effectiveness of both the decision-making andsupervisory functions of the Board of Directors.
(Notes) The company has entered into a directors and officers liability insurance policy with aninsurance company naming all Directors as insured. If Mr.Ihori, Mr.Kanema, Mr.Mugino, Mr.Takada,
Mr.Nakazawa, Mr.Kobayashi and Mr.Sakai 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 1, 2021, which is in the middle of each candidate’s termof office.

- 12 -

Proposal 3: Election of Four (4) Directors serving as Audit and Supervisory
Committee Members
The terms of office of all five (5) Directors serving as Audit and Supervisory Committee
Members will expire upon the conclusion of this Ordinary General Meeting of
Shareholders. Therefore, we propose the election of four (4) Directors serving as Audit
and Supervisory Committee Members.
The Audit and Supervisory Committee has approved this proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as
follows:

CandidateNo.

1

Current
Title in the
Company

Name

Hirokuni Kitagawa

Reappointment

2

Masaaki Manabe

OutsideDirector
Reappointment

3

Nobuya Suzuki

OutsideDirector
Reappointment

4

Kaoru Funamoto

OutsideDirector
New
Appointment

Expertise of Outside Directors
Corporate
Management

Finance

Director
serving as
Full-time
Audit andSupervisory
Committee
MemberDirector
serving as
Audit andSupervisory
Committee
MemberDirector
serving as
Audit andSupervisory
Committee
Member―Government

●

●

●
●

●
●

(Notes) No special interests exist between any of the candidates and the Company.

- 13 -

Law

No

1

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

Common shares
Hirokuni Kitagawa (February 11, 1964) Reappointment
9,155 shares
April 1987
Joined The Hokuriku Bank, Ltd.
January 2006
Deputy Director of Planning Division of the saidbankJune 2007
Deputy General Manager of Kanazawa Branch of
the said bankJanuary 2009
General Manager of Toyama Marunouchi Branchof the said bankJune 2010
Deputy General Manager of First Loan Division of
the said bankJanuary 2012
Deputy General Manager of Planning Division of
the said bank (Transferred to and in charge of theCompany)
General Manager of Planning Group andAdministration Group of the Company
June 2013
Senior Deputy General Manager of Planning
Division of the said bank
General Manager of Planning Division of the said
June 2016bank
June 2019
Director of the Company (Director serving as Audit
and Supervisory Committee Member) (present
positon)(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 corporate planning and business promotion etc., as a member of theGroup since 1987. Moreover, he has abundant experience as the Director serving as Audit
and Supervisory Committee Member of the Company. The Company has selected him as a
candidate for Director serving as Audit and Supervisory Committee Member because theutilization of his experience and expert knowledge is expected to strengthen the audit
functions of the Company and the effectiveness of both the decision-making and supervisory
functions of the Board of Directors.

- 14 -

No

2Name (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

Common shares
Masaaki Manabe (November 27, 1942) Outside Director Reappointment
April 1965
Joined Itino Manabe Gorou Pharmacy Inc. (currently 5,300 shares
HOKUYAKU Inc.)
April 1991
President of Valeo Inc. (currently HOKUYAKU
Inc.)April 1999
President of HOKUYAKU Inc.
June 2003
President and Executive Officer of the said company
September 2006
President of HOKUYAKU TAKEYAMA Holdings, Inc.
President and Executive Officer of the said company
June 2007
Chairman and Representative Director ofJune 2012
HOKUYAKU Inc. (present position)
President and Representative Director ofJune 2015
HOKUYAKU TAKEYAMA Holdings, Inc.
Outside Director of the Company (Director serving
June 2017
as Audit and Supervisory Committee Member)(present position)
Chairman and Representative Director ofJune 2018
HOKUYAKU TAKEYAMA Holdings, Inc.
(present position)(Important concurrent position of other organization)
Chairman and Representative Director of HOKUYAKU TAKEYAMA
Holdings, Inc.
Chairman and Representative Director of HOKUYAKU Inc.
Outside Director of VITAL KSK HOLDINGS, INC.
Member of Sapporo Chamber of Commerce and Industry(Reasons for election of the candidate for Outside Director and overview of expected roles)
Having been engaged in management of HOKUYAKU TAKEYAMA Holdings, Inc. as
Chairman and Representative Director, he has abundant management experience and broad
insight as a top executive, and well versed in the regional economy. The Company has
selected him as a candidate for Outside Director serving as Audit and Supervisory Committee
Member because he is expected to contribute to strengthen the audit functions of theCompany and the effectiveness of both the decision-making and supervisory functions of theBoard of Directors from a perspective independent from that of the management, utilizing his
extensive experience and high level of expertise.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.

- 15 -

No

3

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

Common shares
Nobuya Suzuki (May 21, 1955) Outside Director Reappointment
1,700 shares
April 1979
Joined Yasuda Life Insurance Company
April 1999
General Manager of Yamagata Branch of the said
company
April 2001
Head of Management Research Office of the said
company
January 2004
The said company renamed Meiji Yasuda Life
Insurance Company
General Manager of the Risk Management Control
Department of the said company
July 2006
General Manager of Product Development
Department of the said company
July 2008
Executive Officer and General Manager of ProductDevelopment Department of the said company
April 2010
Managing Executive Officer of the said company
July 2013
Chairman of the Board and Representative
Executive Officer of the said company (present
position)
June 2017
Outside Director of the Company (Director serving
as Audit and Supervisory Committee Member)(present position)(Important concurrent position of other organization)
Chairman of the Board and Representative Executive Officer of Meiji
Yasuda Life Insurance Company
Secretary of Japan Business Federation(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 Chairmanof the Board and 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 Audit and Supervisory Committee Member 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 andhigh level of expertise as an expert in management of a financial institution.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.
Although Mr.Suzuki is currently in office as Chairman of the Board and Representative
Executive Officer of Meiji Yasuda Life Insurance Company which offers insurance fordirectors of the Company, he is considered to work adequately as an Outside Director andIndependent Director of the Company, because the amount of transaction is less than 1% ofconsolidated sales of the said company as well as less than 1% of the consolidated grossbusiness profits of the Company.

- 16 -

No

4

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

Common shares
Kaoru Funamoto (May 29, 1955) Outside Director New Appointment
April 1979
Joined National Police Agency
September 2000
Chief of Saga Prefectural Police Headquarters
August 2007
Director of Criminal Investigation Bureau,
Metropolitan Police Department
April 2010
Chief of Osaka Prefectural Police Headquarters
October 2011
Director of Criminal Affairs Bureau, National Police
AgencyAugust 2013
Senior Managing Director of The Resolution andCollection Corporation
June 2020
Outside Director of The Hokuriku Bank, Ltd.
(present position)(Important concurrent position of other organization)(note) He is scheduled to resign as Outside Director of The Hokuriku
Bank, Ltd. in June 2021.
(Reasons for election of the candidate for Outside Director and overview of expected roles)
He has extensive experience at National Police Agency, and has served in positions as
Director of Criminal Affairs Bureau. Also, having engaged in management of The Resolution
and Collection Corporation as a senior managing director, he has extensive experience andinsight in the financial sector. The company has selected him as a candidate for Outside
Director serving as Audit and Supervisory Committee Member because he is expected tocontribute to strengthen the audit functions of the Company 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.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.

(Notes)(1) Mr. Masaaki Manabe, Mr. Nobuya Suzuki and Mr. Kaoru Funamoto are candidates for Outside
Directors. Mr.Manabe and Mr.Suzuki 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 register
Mr.Funamoto as an Independent Director of the rules prescribed by Tokyo Stock Exchange andSapporo Securities Exchange subject to the approval of election at this General Meeting of
Shareholders.
(2) The term of office of Mr.Manabe and Mr.Suzuki as Outside Directors of the Company will be 4
years as of the conclusion of this General Meeting of Shareholders.
(3) The Company has entered into liability limitation agreements with Mr.Manabe and Mr.Suzuki 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, as long as
acting in good faith and without gross negligence in performing in their duties. If Mr.Manabe,
Mr.Suzuki and Mr.Funamoto are elected as Outside Directors at this General Meeting of
Shareholders, the Company shall sign the said agreements with them.
(4) The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Mr.Kitagawa, Mr.Manabe, Mr.Suzuki, andMr.Funamoto are elected as Directors 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 theinsured 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 notcovered, 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.
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The company plans to renew the policy on July 1, 2021, which is in the middle of each candidate’s
term of office.
(Reference)■Policy on the composition and size of the Board of Directors
The Board of Directors shall have a balanced composition with diverse knowledge and expertise, andshall maintain an appropriate number of members including at least two outside directors to enable theBoard of Directors to function effectively and efficiently and to engage in constructive discussions.
■Selection Policy and Procedures for Director candidates[Directors (excluding Directors serving as Audit and Supervisory Committee Members)]
Selection Policy The company shall select as candidates those who have knowledge andexperience that enable them to accurately, fairly and efficiently carry out thebusiness management of the bank, or those who have a high level of ability
and knowledge necessary to carry out their duties, considering their work
experience outside the Group. Moreover, the candidates must have sufficientsocial credibility, and be expected to enhance the corporate value of the Group
based on the management philosophy.
To ensure fairness and transparency, decisions are made by the Board ofProcedures
Directors after receiving advice from the Corporate Governance Committee.
[Directors serving as Audit and Supervisory Committee Members]
Selection Policy The company shall select as candidates those who have knowledge andexperience that enable them to accurately, fairly and efficiently audit theexecution of duties by directors, or those who have a high level of ability andknowledge necessary to carry out their duties, considering their work
experience outside the Group. Moreover, the candidates must have sufficientsocial credibility, and be expected to enhance the corporate value of the Group
based on the management philosophy.
The decision is made by the Board of Directors with the consent of the Audit
Procedures
and Supervisory Committee based on the selection criteria.
■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 the Company
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 theexecution 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- 18 -

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.

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