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

Securities code: 8363
May 28, 2021
To our shareholders:Shuji Tsuemura
President (Representative Director)
The Hokkoku Bank, Ltd.
2-12-6 Hirooka, Kanazawa, Ishikawa, 920-0031 JapanNOTICE OF THE 113TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 113th Ordinary General Meeting of Shareholders of The Hokkoku Bank, Ltd.
(the “Bank”), which will be held as described below.
You may exercise your voting rights either in writing (by post) or via internet. After reviewing the attached reference
documents for the General Meeting of Shareholders, please exercise your voting rights no later than 5:30 p.m.,
Thursday, June 17, 2021 (Japan Standard Time).
1. Date and Time: Friday, June 18, 2021 at 10:00 a.m. (Japan Standard Time)
2. Venue:
The Bank’s Head Office, 3F, Main Hall,
2-12-6 Hirooka, Kanazawa, Ishikawa
3. Purposes:
Items to be reported:
1. Business Report and Non-Consolidated Financial Statements for the 113th Term (from April 1, 2020 toMarch 31, 2021)
2. Consolidated Financial Statements for the 113th Term (from April 1, 2020 to March 31, 2021), as well as
the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit andSupervisory Committee
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of five (5) Directors who are not Audit and Supervisory Committee Members
Proposal 3:
Election of Six (6) Directors who are Audit and Supervisory Committee Members
Proposal 4:
Establishment of Sole Parent Company Through Share Transfer-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Bank maintains a basic policy to pay dividends of surplus to its shareholders on a stable and continual basis
while striving to improve owned capital by enhancing internal reserves.
Considering the business performance for the current fiscal year and future business development, the Bank proposes
the payment of year-end dividends as follows:
Matters related to year-end dividends:(1) Type of dividend property
To be paid in cash.
(2) Allocation of dividend property and total amount thereof:¥50 per common share of the Bank
Total amount of dividends: ¥1,405,447,900
As the Bank has already paid an interim dividend of ¥30 per share, the annual dividend for the fiscal year willbe ¥80 per share.
(3) Effective date of distribution of dividends of surplus is June 21, 2021

-2-

Proposal 2:

Election of five (5) Directors who are not Audit and Supervisory Committee Members

Mr. Toshiyuki Konishi, Mr. Akira Nishita and Mr. Takayasu Tada resigned as Directors as of March 11, 2021 and theterms of office of other Directors (excluding Directors who are Audit and Supervisory Committee Members; thesame applies hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meeting of
Shareholders.
Therefore, the Bank proposes the election of Five (5) Directors.
Please note that when selecting the candidates for Directors, appropriate procedures, such as deliberation by the
optional Nomination and Compensation Committee (a majority of which is outside Directors) have been performed.
The Audit and Supervisory Committee considers, by taking into account the status of execution of duties by them inthe fiscal year under review, that these candidates are suitable for the position of Director in the Bank.
The candidates for Directors are as follows:
No.
1
2
3
4
5

Name
Hideaki Hamasaki
Shuji Tsuemura
Kazuya Nakamura
Koichi Nakada
Yuji Kakuchi

Current position and responsibilities at the Bank
Chairman (Representative Director)
President (Representative Director)
Director, Senior Executive Officer
Director, Senior Executive Officer
Director, Senior Executive Officer-3-

For reelection
For reelection
For reelection
For reelection
For reelection

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bank
Apr. 1978
June 2007

1

2

Number of theBank’s shares
ownedJoined the Bank
Executive Officer, General Manager of Central
Kanazawa Area and Kanazawa Chuo BranchManager
Apr. 2009
Executive Officer, General Manager of Sales
Supervisory Department
June 2009
Director and Executive Officer, General
Manager of Sales Supervisory Department
Hideaki Hamasaki(Date of birth: June 25, 1954) June 2012Managing Director and Executive Officer,
2,400
For reelection
General Manager of Sales Supervisory
Department
Apr. 2016
Senior Managing Director
June 2020
Chairman (Representative Director) (present
position)
Significant concurrent positions outside the Bank
Director (Outside) and Audit and Supervisory Committee
Member, DAIWA CO., LTD.
Reasons for nomination as candidate for Director
Mr. Hideaki Hamasaki served as the General Manager of multiple sales branches. and after being appointed as adirector, he has demonstrated his skill in the Sales Supervisory Department, and he was appointed as Chairman(Representative Director) in June 2020. He also serves as the chairman of the Kanazawa Association of Corporate
Executives and utilizes his wide range of contacts with local economics experts to contribute significantly to thedevelopment of the regional economy. He was reelected as a candidate for Director because the Bank judges that he will
be able to utilize his many years of experience and knowledge to execute management of the Bank accurately, fairly andefficiently. The Bank expects that he will further strengthen the effectiveness of decision-making and auditing functionof the Board of Directors.
Apr. 1985
Joined the Bank
June 2008
Executive Officer, General Manager of General
Planning Department and System Department
June 2009
Director and Executive Officer, General
Manager of General Planning Department andOperations Department
June 2010
Managing Director and Executive Officer,
General Manager of General Planning
Department and Operations Department
Shuji Tsuemura
Apr. 2011
Managing Director and Executive Officer,(Date of birth: July 6, 1961)
5,800
General Manager of General Planning
For reelection
Department
Apr. 2013
Managing Director and Executive Officer
June 2013
Senior Managing Director
June 2020
President (Representative Director) (present
position)
Significant concurrent positions outside the Bank
Corporate Auditor (Outside), TAKAMATSU MACHINERYCO., LTD.
Reasons for nomination as candidate for Director
Mr. Shuji Tsuemura has long been involved in the field of corporate planning, and he has significantly contributed to
improving corporate value by taking the lead cross-organizationally within projects that form the core of the Bank. He
has vigorously promoted rebuilding of business models and implementation of DX within bank operations, and he wasappointed as President (Representative Director) in June 2020. He was reelected as a candidate for Director because the
Bank judges that he will be able to utilize his many years of experience and knowledge to execute management of the
Bank accurately, fairly and efficiently. The Bank expects that he will further strengthen the effectiveness of decisionmaking and auditing function of the Board of Directors.

-4-

No.

Name
(Date of birth)

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

3

Number of theBank’s shares
ownedJoined the Bank
Executive Officer, Tokyo Branch Manager andGeneral Manager of Tokyo Office, General
Planning Department
Apr. 2013
Executive Officer, General Manager of General
Planning Department and Human Resource
Development Office
June 2013
Director and Executive Officer, General
Manager of General Planning Department andHuman Resource Development Office
Apr. 2016
Director, General Manager of Sales Supervisory
Department
Apr. 2017
Director, General Manager of BranchManagement Department, Overseas BusinessKazuya Nakamura
Strategy Department, Retail Customer Support(Date of birth: July 6, 1959)
2,250
Department, and Public Institution BusinessFor reelection
June 2017Managing Director, General Manager of BranchManagement Department, Overseas Business
Strategy Department, Retail Customer Support
Department, and Public Institution Business
Apr. 2018
Managing Director, General Manager of BranchManagement Department and Public Institution
Business
Apr. 2019
Managing Director, General Manager of Head
Office Sales Department
Mar. 2021
Director, Senior Executive Officer (present
position)
Significant concurrent positions outside the Bank
Company Auditor (Outside), I-O DATA DEVICE, INC.
Reasons for nomination as candidate for Director
In addition to having served as the General Manager of multiple sales branches in key locations, Mr. Kazuya Nakamura
has been involved in fields such as corporate planning, marketing and human resource development. He has both awealth of business experience and wide-ranging, extensive knowledge of corporate management. He was appointed as
Director and Managing Executive Officer in March 2021. He was reelected as a candidate for Director because the
Bank judges that he will be able to execute management of the Bank accurately, fairly and efficiently. The Bank expects
that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors.

-5-

No.

Name
(Date of birth)

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

45

Notes:

Number of theBank’s shares
ownedJoined the Bank
Executive Officer, General Manager ofKomatsu Area and Komatsu Branch Manager
June 2013
Director and Executive Officer, General
Manager of Komatsu Area and Komatsu
Branch Manager
Apr. 2015
Director and Executive Officer, Tokyo Branch
Koichi Nakada
Manager(Date of birth: September 11,
Apr. 2017
Director, General Manager of Management
2,500
1960)
Administration Department and Legal Office
For reelection
June 2017Managing Director, General Manager ofManagement Administration Department andLegal Office
Mar. 2021
Director, Senior Executive Officer (present
position)
Significant concurrent positions outside the Bank
None
Reasons for nomination as candidate for Director
In addition to having served as the General Manager of multiple sales branches in key locations, Mr. Koichi Nakada has
been involved in fields such as risk management, financial strategy and human resource development. He has both awealth of business experience and wide-ranging, extensive knowledge of corporate management. He was appointed as
Director and Managing Executive Officer in March 2021. He was reelected as a candidate for Director because the
Bank judges that he will be able to execute management of the Bank accurately, fairly and efficiently. The Bank expects
that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors.
Apr. 1983
Joined the Bank
Apr. 2014
Executive Officer, General Manager of CapitalMarket Department and International
Department
Apr. 2017
Executive Officer, General Manager of CapitalMarket Department
Yuji Kakuchi
June 2017
Director, General Manager of Capital Market(Date of birth: July 15, 1960)
2,500
Department
For reelection
June 2020
Managing Director, General Manager of CapitalMarket Department
Mar. 2021
Director, Senior Executive Officer (present
position)
Significant concurrent positions outside the Bank
None
Reasons for nomination as candidate for Director
Mr. Yuji Kakuchi has been mainly involved in the fields of financial strategy, overseas business and market operations.
He has a wealth of business experience and wide-ranging, extensive knowledge in corporate management. He wasappointed as Director and Managing Executive Officer in March 2021. He was reelected as a candidate for Director
because the Bank judges that he will be able to execute management of the Bank accurately, fairly and efficiently. The
Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of
Directors.
1. There is no special interest between any of the candidates and the Bank.
2. The Bank plans to conclude an officer, etc. liability insurance agreement provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance agreement covers legal damages and litigation expenses,
etc. in the event that claims for damages are made against the insured due to an act committed by the insured in his/her
position as directors and officers. The insurance premiums are fully borne by the Bank. If each of five candidates for
Directors who are not Audit and Supervisory Committee Members is elected and assumes office as a director, he/she will
be covered by the insurance agreement.

-6-

Proposal 3:

Election of Six (6) Directors who are Audit and Supervisory Committee Members

The terms of office of all Directors who are Audit and Supervisory Committee Members will expire at the conclusionof this Ordinary General Meeting of Shareholders. Therefore, the Bank proposes the election of six (6) Directors who
are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name

Current position and responsibilities at the Bank

1

Nobuhiro Torigoe

Director,

2

Shigeru Nishii

Director, Audit and Supervisory Committee Member

3

Tadashi Onishi

Director, Audit and Supervisory Committee Member

4

Shuji Yamashita

Director, Audit and Supervisory Committee Member

5

Taku Oizumi

6

Naoko Nemoto

For reelection-7-

For reelection
OutsideFor reelection
OutsideFor reelection
OutsideNew candidate
OutsideNew candidate
OutsideNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Bank
Apr. 1982
Apr. 2014

1

2

Number of theBank’s shares
ownedJoined the Bank
Executive Officer, General Manager ofOperations Department
Apr. 2015
Executive Officer, General Manager ofOperations Department and System Department
Apr. 2016
Executive Officer, General Manager of General
Nobuhiro Torigoe
Planning Department(Date of birth: January 2, 1960)
2,400
June 2016
Director, General Manager of General Planning
For reelection
Department
June 2020
Managing Director, General Manager ofGeneral Planning Department
Mar. 2021
Director (present position)
Significant concurrent positions outside the Bank
None
Reasons for nomination as candidate for Director
Mr. Nobuhiro Torigoe has been mainly involved in the fields of corporate planning, financial strategy, human resource
development and IT strategy. He has a wealth of business experience and extensive knowledge in corporate
management. He was appointed as Director in March 2021. He was reelected as a candidate for Director because the
Bank judges that he will be able to execute auditing of legality of management for the Bank accurately, fairly andefficiently. The Bank expects that he will further strengthen the effectiveness of decision-making and auditing functionof the Board of Directors.
Apr. 1984
Registered as an attorney at law and joined
Yamakoshi Law Offices
Apr. 1998
Opened Otemachi Law Office
May 2007Opened Nishii Law Office
Apr. 2012
Director of CHUBU Federation of Bar
Association
Shigeru Nishii
Apr. 2013
Chairperson of Kanazawa Bar Association(Date of birth: March 5, 1953)
Vice President of Japan Federation of Bar
0
For reelection
Associations
Outside
Executive Director of CHUBU Federation of
Bar Association
June 2019
Outside Director, Audit and Supervisory
Committee Member, the Bank (present
position)
Significant concurrent positions outside the Bank
Attorney at law and head of Nishii Law Office
Reasons for nomination as candidate for outside Director and expected role
Mr. Shigeru Nishii possesses a wealth of specialized knowledge cultivated through his activities as an attorney at law
for many years as well as his position working as the Chairperson of Kanazawa Bar Association. He was reelected as a
candidate for outside Director because the Bank expects that he will provide supervision and advice on execution ofbusiness by the Bank from his professional perspective, especially in the fields of risk management, financial strategy
and personnel and labor based on his knowledge. He has never in the past been involved in corporate management otherthan becoming an outside Director, however, the Bank judges that he will be able to appropriately execute his duties as
an outside Director for the above reasons.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bank
Apr. 1983
Apr. 2013

3

4

Number of theBank’s shares
ownedJoined Meiji Life Insurance Company
Executive Officer, General Manager of Human
Resources Department, Meiji Yasuda Life
Insurance Company
Apr. 2014
Managing Executive Officer
Apr. 2016
Senior Managing Executive Officer
Tadashi Onishi
June 2019
Outside Director, Audit and Supervisory(Date of birth: May 24, 1960)
0Committee Member, the Bank (present
For reelection
position)
OutsideApr. 2020
Executive Officer, Deputy President, Meiji
Yasuda Life Insurance Company (present
position)
Significant concurrent positions outside the Bank
Executive Officer, Deputy President, Meiji Yasuda Life
Insurance Company
Reasons for nomination as candidate for outside Director and expected role
Mr. Tadashi Onishi possesses a wealth of specialized knowledge cultivated through his activities in corporate
management that include his work experience as well as his position as Executive Officer and Deputy President of
Meiji Yasuda Life Insurance Company. He was reelected as a candidate for outside Director because the Bank expects
that he will provide supervision and advice on execution of business by the Bank from his professional perspective,
especially in the fields of corporate planning, risk management, marketing and personnel and labor based on his
knowledge.
Apr. 1979
Joined Komatsu Ltd.
Oct. 2000
Director and General Manager of theManagement Department, PT. Komatsu
Indonesia
Apr. 2009
Executive Officer, Oyama Plant Manager,
Komatsu Ltd.
Apr. 2012
Executive Officer, Awazu Plant Manager,
Production Division, Komatsu Ltd.
Apr. 2014
Senior Executive Officer, Vice President of
Production Division, Awazu Plant Manager,
Komatsu Ltd.
Apr. 2016
Senior Executive Officer, Vice President of
Shuji Yamashita
Production Division and President of Parts(Date of birth: July 25, 1955)
0Operation Division, Komatsu Ltd.
For reelection
OutsideJuly 2018
Technical Advisor, Komatsu Ltd.
Oct. 2018
Technical Advisor, Komatsu Ltd. and Corporate
Advisor of Kyushu/Okinawa in-house
Company, Komatsu Customer Support Japan
Ltd.
June 2019
Outside Director, Audit and Supervisory
Committee Member, the Bank (present
position)Mar. 2020
Technical Advisor, Komatsu Ltd. (present
position)
Significant concurrent positions outside the Bank
Technical Advisor, Komatsu Ltd.
Reasons for nomination as candidate for outside Director and expected role
Mr. Shuji Yamashita possesses a wealth of specialized knowledge cultivated through his activities in corporate
management that include his work experience as well as his position as Senior Executive Officer of Komatsu Ltd. He
was reelected as a candidate for outside Director because the Bank expects that he will provide supervision and advice
on execution of business by the Bank from his professional perspective, especially in the fields of corporate planning,risk management, overseas business and IT strategy based on his knowledge.

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bank
Apr. 1980
Apr. 2008
July 2010
June 2012
Apr. 2014
Oct. 2016

5

6

Notes:

Number of theBank’s shares
ownedJoined Bank of Japan
Director-General of Currency Issue Department
Deputy Director-General of Seven Bank, Ltd.
Director, Executive Officer
Taku Oizumi
Director, Senior Executive Officer(Date of birth: October 24,
Director, Managing Executive Officer, General
1956)
0Manager of International Business Division
New candidate
July 2018
Director, Managing Executive Officer, In
Outsidecharge of Asia Strategic Project
June 2019
Advisor (present position)
Significant concurrent positions outside the Bank
Advisor of Seven Bank, Ltd.
Reasons for nomination as candidate for outside Director and expected role
Mr. Taku Oizumi has abundant financial business experience including his position as Director-General of Currency
Issue Department at the Bank of Japan and possesses a wealth of specialized knowledge cultivated through his activities
in corporate management that include his work experience as well as his position as Managing Executive Officer ofSeven Bank, Ltd. He was selected as a candidate for outside Director because the Bank expects that he will provide
supervision and advice on execution of business by the Bank from his professional perspective, especially in the fields
of corporate planning, risk management, marketing and overseas business based on his knowledge.
Apr. 1983
Joined Bank of Japan
Sept. 1994
Associate Director, Standard & Poor’s Global
Ratings Japan Inc.
Apr. 2015
Managing Director & Research Fellow
Apr. 2016
Economist of Asian Development Bank
Institute (resignation expected on May 31,
2021)
June 2016
Outside Director, the Bank of Yokohama, Ltd.
June 2016
External Director, Chubu Electric Power
Company, Incorporated
Naoko Nemoto
June 2018
Outside Director, Concordia Financial Group,(Date of birth: January 15,
Ltd.
1960)
0
Apr. 2019
Professor of Graduate School of Business andNew candidate
Finance, WASEDA Business School (present
Outsideposition)
June 2020
Outside Director, Audit & Supervisory
Committee Member, Mizuho Bank, Ltd.
(present position)
Significant concurrent positions outside the Bank
Professor of Graduate School of Business and Finance,
WASEDA Business School
Outside Director, Audit & Supervisory Committee Member,
Mizuho Bank, Ltd.
* She will resign as economist at Asian Development Bank
Institute on May 31, 2021.
Reasons for nomination as candidate for outside Director and expected role
Ms. Naoko Nemoto possesses a wealth of specialized knowledge cultivated through her activities as a financial expert,
such as being involved in rating and research work related to financial institutions at Standard & Poor’s Ratings Japan
Inc. for many years. She was selected as a candidate for outside Director because the Bank expects that she will provide
supervision and advice on execution of business by the Bank from her professional perspective, especially in the fieldsof financial strategy, overseas business and market operations based on her knowledge. She has never in the past been
involved in the corporate management other than becoming an outside Director, however, the Bank judges that she will
be able to appropriately execute her duties as an outside Director for the above reasons.
1. There is no special interest between any of the candidates and the Bank.
2. Mr. Shigeru Nishii, Mr. Tadashi Onishi, Mr. Shuji Yamashita, Mr. Taku Oizumia and Ms. Naoko Nemotoi are candidates
for outside Director.
3. Regarding limited liability agreements with candidates for Audit and Supervisory Committee Members- 10 -

4.

5.

6.

7.

If Mr. Nobuhiro Torigoe, candidate for Audit and Supervisory Committee Member, Mr. Taku Oizumi and Ms. Naoko
Nemoto, candidates for outside Audit and Supervisory Committee Members assume the office of Director who is Audit
and Supervisory Committee Member, the Bank plans to enter into limited liability agreements with each of them pursuant
to the provisions of Article 427, paragraph (1) of the Companies Act. The details of the agreement are as follows:
・The maximum amount of liability for damages under this agreement equals to the total amount stipulated in eachprovisions of Article 425, paragraph (1) of the Companies Act.
・The limited liability recognized above is restricted to when the execution of the duties entrusted to a Director who is
Audit and Supervisory Committee Member is conducted with good faith and without gross negligence.
Please note that if the reelection of Mr. Shigeru Nishii, Mr. Tadashi Onishi and Mr. Shuji Yamashita is approved, the Bank
plans to renew the aforementioned agreements with them.
At the conclusion of this Ordinary General Meeting of Shareholders, the tenure of Mr. Shigeru Nishii, Mr. Tadashi Onishiand Mr. Shuji Yamashita as outside Director or Director who is Audit and Supervisory Committee Member will have been
two (2) years.
The Bank has registered Mr. Shigeru Nishii, Mr. Tadashi Onishi and Mr. Shuji Yamashita with the Tokyo Stock Exchange
as independent officers provided for the rules of the Tokyo Stock Exchange.
The Bank plans to register Mr. Taku Oizumi and Ms. Naoko Nemoto as independent officers.
In January 2020, an embezzlement case by a former employee was found out during the term of office of Mr. Shigeru
Nishii, Mr. Tadashi Onishi and Mr. Shuji Yamashita. The Board of Directors and the Audit and Supervisory Committee
have been providing suggestions and advice regularly and appropriately regarding legal compliance including preventionof irregularities. In addition, after the irregularity was discovered, the Bank requested a thorough investigation and strictmeasures, and they have actively provided advice on recurrence prevention measures including creation of a mechanismthat enables early detection throughout the organization and improvement of awareness and follow-up of employees. They
have also monitored its operational status, thus appropriately fulfilling their responsibilities.
The Bank plans to conclude an officer, etc. liability insurance agreement provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance agreement covers legal damages and litigation expenses,
etc. in the event that claims for damages are made against the insured due to an act committed by the insured in his/her
position as directors and officers. The insurance premiums are fully borne by the Bank. If each of six candidates for
Directors who are Audit and Supervisory Committee Members is selected and appointed as Director, he/she will becovered by the insurance agreement.

- 11 -

Reference: Specialization and Experience Required for Candidates for Directors (Skill Matrix)
Specialization and experience

Name of candidate

Directors
who are not
Audit andSupervisory
Committee
Members

Hideaki Hamasaki
Shuji Tsuemura
Kazuya Nakamura
Koichi Nakada
Yuji Kakuchi

Corporateplanning
Management
strategy

◎
◎
◎
●

Risk
management●●

FinancialstrategyMarketing

◎
●
◎

◎

◎
●
●
◎

●

◎

●

Overseasbusiness

Marketoperations

◎
●

◎

◎

Personnel
and labor
Human
resource
development

●
●
◎
◎

DigitalIT strategy

◎
●

◎

●
●
●
●
Nobuhiro Torigoe●●●
Shigeru Nishii●●●●
Tadashi Onishi●●●●
Shuji Yamashita●●●●
Taku Oizumi●●●
Naoko Nemoto* The fields that the Bank highly expects are marked with “◎” for Directors who are not Audit and Supervisory Committee Members.
* The above list does not represent all the knowledge and experience of each Director.
Directors
who areAudit andSupervisory
Committee
Members- 12 -

Reference: Independence Criteria for Outside Directors
The Bank determines that a person to whom none of the following requirements applies satisfies the independence
criteria for an outside Director.
In the event that an outside Director (including a candidate) does not fall under any of the following requirements,
the Bank will determine that he/she has independence.
1. A party who was a business executive at the Bank or its subsidiaries, etc. in the past 10 years (*)
2. A party who has the Bank or its subsidiaries, etc. as a major client or their business executives
A major client or their business executives of the Bank or its subsidiaries, etc.
3. An attorney at law, certified public accountant, tax accountant or other consultant who receives monetary orother property benefits of ¥10 million or more annually from the Bank or its subsidiaries, etc., separately fromofficers’ remuneration
4. A party who is involved in organizations that have received donations or subsidies of ¥10 million or more fromthe Bank or its subsidiaries, etc.
5. A major shareholder holding 10% or more of the Bank’s shares; or if said major shareholder is a corporation,business executive of said major shareholder, its parent company or its significant subsidiary
6. A business executive of a company in which business executive of the Bank or its subsidiary, etc. is appointed
as officer
7. A certified public accountant belonging to an audit corporation that is an accounting auditor of the Bank or its
subsidiaries, etc.
8. A party who falls under any of the above 2 to 7 in the past 3 years
9. Spouse or relative within the second degree of kinship of a party who falls under any of the preceding items
10. Notwithstanding the provisions of the preceding items, a party who is deemed to have other specific reasons that
may cause a permanent and substantial conflict of interest with general shareholders* Business executives includes executive directors, executive officers and significant employees.

- 13 -

Proposal 4:

Establishment of Sole Parent Company Through Share Transfer

At a meeting of the Board of Directors of the Bank held on April 28, 2021, the Bank resolved to establish “Hokkoku
Financial Holdings Inc.” (the “Holding Company”) as a sole parent company via the sole share transfer method (the“Share Transfer”), with a (planned) effective date of October 1, 2021, following the creation of a share transfer plan
related to the Share Transfer (the “Share Transfer Plan”).
In this proposal, the Bank requests approval for the Share Transfer Plan, with the reasons for the Share Transfer, thedetails of the Share Transfer Plan, and other information as follows.
1. Reasons, Objectives, and Procedures, etc. of the Share Transfer(1) Reasons and Objectives
Faced with a financial environment surrounding regional economies that continues to be disordered anduncertain, as well as rapid, structural changes in society due to factors such as declining populations andthe Covid-19 pandemic, we expect our customers’ values and needs to continue to diversify going forward.
In this context, we consider it necessary to shift to a holding company system in order to respond to changes
in the business environment, including deregulation, and to make the contributions expected of us byregional stakeholders, without being bound by the conventional framework of the banking business.
By shifting to a holding company system, we aim to allow our operating companies to develop theirbusiness over a broader area, based on customer-centric corporate and brand philosophies, and resolve avariety of problems while enhancing cooperation and collaboration with regional partners; in other words,
our aim is to create a deeper next-generation integrated regional company.
The value of the Bank’s existence is in supporting the realization of fruitful lifestyles for our customers
and other regional stakeholders, and we believe that these activities will improve the quality of the region
overall and enhance our corporate value. We will continue aiming to maximize our profit and increase
shareholder value by achieving our corporate philosophy: “Trust – a bridge to a fruitful regional future.
Enrich interaction and growth in the region.”- 14 -

(2)Procedures for Moving to a Holding Company Structure
The Bank plans to move to a holding company structure using the following process.

Step 1: Establishment of a Holding Company through Sole Share Transfer
The Holding Company will be established through the Share Transfer with a (planned) effective date of October 1,
2021, pursuant to which the Bank will become the wholly owned subsidiary company of the Holding Company.
HoldingCompany＜持株会社＞㈱北國フィナンシャルホールディングス
The Hokkoku Financial Holdings Co. Ltd.

The Hokkoku
General Leasing Co., Ltd.
北国総合リース㈱The Hokkoku
Bank, Ltd.
㈱北國銀行

㈱北国クレジットサービス
The
Hokkoku Credit Service Co., Ltd.
The Hokkoku
Credit Guarantee Co., Ltd.
北国保証サービス㈱The北國債権回収㈱Hokkoku Servicer, Ltd.
The北國マネジメント㈱Hokkoku Management, Ltd.
The Digital Value, Ltd.
㈱デジタルバリュー

コンサルティング会社
The CC Innovation, Ltd.
(Consulting
company, to be established by October 1)（10月1日までに設立予定）

The投資専門会社
QR Investment, Ltd.
(Specialist（10月1日までに設立予定）
investment company, to be established by October 1)

The
FD Advisory, Ltd.
投資助言会社(Investment
advisory company, to be established by October 1)（10月1日までに設立予定）

非連結子会社
Non-consolidated
subsidiary companies(2companies)（2社）

Notes: The non-consolidated subsidiary companies are Ishikawa Small Business Revitalization No. 2 Fund Investment Limited
Liability Partnership and Ishikawa Small Business Revitalization No. 3 Fund Investment Limited Liability Partnership.

- 15 -

Step 2: Reorganization of Group Operating Companies
・ After the establishment of the Holding Company, all of the subsidiary companies and entities of the Bank
(excluding the two non-consolidated companies) will be reorganized with the Holding Company as the direct owner
through the payment in kind to the Holding Company of all of the shares held by the Bank, and other methods.
HoldingCompany＜持株会社＞㈱北國フィナンシャルホールディングス
The Hokkoku Financial Holdings Co. Ltd.
非連結子会社
Non-consolidated
subsidiary companies(2（2社）
companies)

The Hokkoku
Bank, Ltd.
㈱北國銀行
The Hokkoku
General Leasing Co., Ltd.
北国総合リース㈱The
Hokkoku Credit Service Co., Ltd.
㈱北国クレジットサービス
The Hokkoku
Credit Guarantee Co., Ltd.
北国保証サービス㈱The北國債権回収㈱Hokkoku Servicer, Ltd.
The北國マネジメント㈱Hokkoku Management, Ltd.
The Digital Value, Ltd.
㈱デジタルバリュー
The CC Innovation, Ltd.
コンサルティング会社(Consulting
company, to be established by October 1)（10月1日までに設立予定）

The投資専門会社
QR Investment, Ltd.
(Specialist（10月1日までに設立予定）
investment company, to be established by October 1)

The
FD Advisory, Ltd.
投資助言会社(Investment
advisory company, to be established by October 1)（10月1日までに設立予定）

(3)

Other
The Holding Company will be established as a company with an Audit and Supervisory Committee, andthe Bank intends to transition from a company with an Audit and Supervisory Committee to a company
with a Board of Company Auditors.
Furthermore, the Bank will become a wholly owned subsidiary company of the Holding Company throughthe Share Transfer, and therefore the Bank’s shares will be delisted. However, the Bank intends to apply tolist the shares of the Holding Company delivered to shareholders as consideration for their shares of the
Bank on the First Section of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”). The listingdate will depend on the Tokyo Stock Exchange’s screening process, but the Bank intends for it to be
October 1, 2021, the date of the registration of the establishment of the Holding Company (effective dateof the Share Transfer).

- 16 -

2. Outline of the Details of the Share Transfer Plan
The details of the Share Transfer Plan are as described in the following “Share Transfer Plan (Copy).”
Share Transfer Plan (Copy)
The Hokkoku Bank, Ltd. (the “Bank”) hereby sets forth a share transfer plan (the “Plan”) in relation to a share transfer
to establish a sole parent company incorporated in the share transfer (the “Holding Company”) with the Bank as thewholly owned subsidiary company resulting from the share transfer, as follows.
(Share Transfer)
Article 1.
In accordance with the provisions of the Plan, the Bank will conduct a share transfer (the “Share
Transfer”) in which the Holding Company acquires all issued shares of the Bank, on the Holding
Company Establishment Date (as defined in Article 6), by the sole share transfer method.
(Purpose, Trade Name, Location of Head Office, Total Number of Shares Authorized to be Issued, and Other Mattersto be Determined in the Articles of Incorporation of the Holding Company)
Article 2.
The purpose, trade name, location of the head office, and total number of shares authorized to be issuedof the Holding Company shall be as follows.
(1)
PurposeThe purpose of the Holding Company shall be as described in Article 2 of the attached“Articles of Incorporation of Hokkoku Financial Holdings Inc.”(2)
Trade Name
The trade name of the Holding Company shall be “Kabushiki Kaisha Hokkoku Financial
Holdings,” and in English it shall be “Hokkoku Financial Holdings, Inc.”(3)
Location of the Head Office
The head office of the Holding Company shall be located in Kanazawa, and its address shallbe 2-12-6 Hirooka, Kanazawa, Ishikawa, 920-0031 Japan.
(4)
Total Number of Shares Authorized to Be Issued
The total number of shares authorized to be issued by the Holding Company shall be
58,250,000.
2. Matters to be determined in the Articles of Incorporation of the Holding Company other than those set
forth in the preceding paragraphs shall be as described in the attached “Articles of Incorporation of
Hokkoku Financial Holdings Inc.”(Names of Directors and Financial Auditor of the Holding Company at the time of Establishment)
Article 3.
The names of the Directors of the Holding Company at the time of its establishment (excluding
Directors who will be Audit and Supervisory Committee Members at the time of establishment) shallbe as follows.
(1)
Shuji Tsuemura, Director(2)
Hideaki Hamasaki, Director(3)
Kazuya Nakamura, Director(4)
Koichi Nakada, Director(5)
Yuji Kakuchi, Director
2. The names of the Directors who will be Audit and Supervisory Committee Members of the Holding
Company at the time of its establishment shall be as follows.
(1)
Nobuhiro Torigoe, Director(2)
Shigeru Nishii, Outside Director(3)
Tadashi Onishi, Outside Director(4)
Shuji Yamashita, Outside Director(5)
Taku Oizumi, Outside Director(6)
Naoko Nemoto, Outside Director
3. The name of the Financial Auditor of the Holding Company at the time of its establishment shall be as
follows.
Ernst & Young ShinNihon LLC- 17 -

(Shares to be Delivered in the Share Transfer and the Allotment Thereof)
Article 4.
Upon the Share Transfer, the Holding Company will deliver to persons who are shareholders of the
Bank immediately prior to its acquisition of all issued shares of the Bank (the “Record Time”) a numberof common shares of the Holding Company equivalent to the total number of shares issued by the Bank
as of the Record Time multiplied by one (1), in place of common shares of the Bank held.
2. When delivering the common shares of the Holding Company as provided for in the preceding
paragraph, the Holding Company shall allot one (1) common share of the Holding Company percommon share of the Bank held by shareholders of the Bank as of the Record Time
(Matters Related to the Stated Capital and Reserves of the Holding Company)
Article 5.
The amounts of stated capital and reserves of the Holding Company at the time of its establishment
shall be as follows.
(1)
Amount of stated capital¥10.0 billion(2)
Amount of legal capital surplus¥2.5 billion(3)
Amount of legal retained earnings¥0(Establishment Date of the Holding Company)
Article 6.
The date of registration of the establishment of the Holding Company (the “Holding Company
Establishment Date”) shall be October 1, 2021; provided, however, that when necessary for procedures
related to the Share Transfer or other reasons, the Holding Company Establishment Date may bechanged by resolution of the Board of Directors of the Bank.
(General Meeting of Shareholders to Approve the Plan)
Article 7.
The Bank shall convene an Ordinary General Meeting of Shareholders to be held on June 18, 2021,
where it shall propose a resolution concerning approval for the Plan and other matters required for the
Share Transfer; provided, however, that when necessary for the progression of the Share Transfer orother reasons, the date of the General Meeting of Shareholders may be changed by resolution of theBoard of Directors of the Bank.
(Securities Exchanges where the Holding Company is to be Listed)
Article 8.
The Holding Company intends to list the common shares that it issues on the First Section of the Tokyo
Stock Exchange, Inc. on the Holding Company Establishment Date.
(Shareholder Register Administrator of the Holding Company)
Article 9.
The shareholder register administrator of the Holding Company shall be the Sumitomo Mitsui Trust
Bank, Limited.
(Retiring of Treasury Shares)
Article 10. By resolution at a meeting of the Board of Directors to be held by the day before the Holding Company
Establishment Date, the Bank shall retire all treasury shares that it holds and that it is practically able
to retire (including treasury shares acquired via the acquisition of shares for which appraisal rights are
exercised when the Share Transfer is conducted, as provided for in Article 806, paragraph (1) of theCompanies Act), by no later than the Record Time.
(Effectiveness of the Plan)
Article 11. The Plan shall lose its effectiveness if a resolution concerning approval for the Plan and other mattersrequired for the Share Transfer is not obtained at the General Meeting of Shareholders of the Bank as
set forth in Article 7; if permissions, approvals, etc. for the Share Transfer are not obtained from related
government agencies, as set forth in domestic and international laws and regulations, by the Holding
Company Establishment Date (including, but not limited to, authorization for the Share Transfer as- 18 -

provided for in Article 52-17 of the Banking Act); or if the Share Transfer is canceled pursuant to theprovisions of the following article.
(Changes to the Plan, etc.)
Article 12. The terms of the Share Transfer and other details may be changed, or the Share Transfer canceled, byresolution of the Board of Directors of the Bank, in the event that, during the period from when the Planis created until the Holding Company Establishment Date, there are significant changes to the assets or
management conditions of the Bank owing to a natural disaster or other reasons, or if it otherwise
becomes difficult to achieve the objectives of the Plan.
(Matters Not Specified Herein)
Article 13. In addition to the matters set forth in the Plan, the Bank shall determine any matters required for the
Share Transfer in accordance with the intent of the Share Transfer.
April 28, 2021
2-12-6 Hirooka, Kanazawa, Ishikawa, 920-0031 JapanThe Hokkoku Bank, Ltd.
Shuji Tsuemura
President (Representative Director)- 19 -

Attachment to the Share Transfer Plan
Articles of Incorporation of Hokkoku Financial Holdings, Inc.
Chapter I
General Provisions(Trade Name)
Article 1.
The name of the Company shall be “Kabushiki Kaisha Hokkoku Financial Holdings,” and in English it
shall be “Hokkoku Financial Holdings, Inc.”(Purpose)
Article 2.

The purpose of the Company shall be to engage in the following businesses as the holding company ofa bank.
(1)
Business management of banks and other companies that the Company may have as its
subsidiaries pursuant to the Banking Act, and any other operations incidental or related
thereto;(2)
Any operations other than the foregoing that a bank holding company may engage in pursuant
to the Banking Act.

(Location of the Head Office)
Article 3.
The head office of the Company shall be located in Kanazawa.
(Organs)
Article 4.

The Company shall have, in addition to the general meeting of shareholders and Directors, the following
organs:(1)
Board of Directors(2)
Audit and Supervisory Committee(3)
Financial Auditor(Method of Public Notice)
Article 5.
The method of public notices of the Company shall be electronic public notices; provided, however,that if the Company is unable to give an electronic public notice because of an accident or any otherunavoidable reason, public notices of the Company may be given in “The Hokkoku Shimbun”
newspaper, which is published in Kanazawa, and “The Nikkei” newspaper.
Chapter II
Shares(Total Number of Shares Authorized to Be Issued)
Article 6.
The total number of shares authorized to be issued by the Company shall be 58,250,000.
(Acquisition of Own Shares)
Article 7.
The Company may, by resolution of the Board of Directors, acquire its own shares through market
trading, etc., as provided for in Article 165, paragraph (2) of the Companies Act.
(Number of Shares per Share Unit)
Article 8.
The number of shares per share unit of the Company shall be 100.
(Rights Regarding Shares Less Than One Unit)
Article 9.
A shareholder of the Company may not exercise any rights other than the rights listed below with regard
to shares less than one unit held by the shareholder:(1)
Rights set forth in each item of Article 189, paragraph (2) of the Companies Act;- 20 -

(2)
(3)
(4)

Right to make a demand pursuant to the provisions of Article 166, paragraph (1) of theCompanies Act;
Right to receive an allotment of offered shares and offered share acquisition rights inproportion to the number of shares held by the shareholder; andThe right to make a demand as provided for in Article 10.

(Additional Purchase of Shares Less Than One Unit)
Article 10. A shareholder of the Company who holds shares less than one unit may, as provided for in the Share
Handling Regulations established by the Board of Directors of the Company, request the Company tosell to the shareholder a number of shares which will, when combined with the number of shares alreadyheld by the shareholder, constitute one share unit.
(Shareholder Register Administrator)
Article 11. The Company shall have a shareholder register administrator.
2. The shareholder register administrator and the place of business thereof shall be designated byresolution of the Board of Directors and public notice thereof shall be given.
3. The preparation and keeping of the shareholder register and the share acquisition right register of theCompany and other administrations relating thereto shall be outsourced to the shareholder register
administrator, and shall not be handled by the Company itself.
(Share Handling Regulations)
Article 12. Handling of the exercise of rights by the Company’s shareholders, the Company’s shares, and shareoptions, as well as the fees therefor shall be governed by the Share Handling Regulations establishedby the Board of Directors, in addition to applicable laws and regulations and these Articles ofIncorporation.
Chapter III
General Meeting of Shareholders(Convocation)
Article 13 .An ordinary general meeting of shareholders of the Company shall be convened within three (3)months of the end of every fiscal year. An extraordinary general meeting of shareholders shall be
convened whenever necessary.
2. The General Meeting of Shareholders of the Company shall be held in Kanazawa.
(Record Date of Annual General Meeting)
Article 14. The record date for voting rights at the Company’s ordinary general meeting of shareholders shall be
March 31 every year.
(Convener and Chairmanship of General Meeting of Shareholders)
Article 15. Unless otherwise provided for by laws and regulations, the Director and President shall convene general
meetings of shareholders and chair the meetings.
2. In cases where the Director and President is prevented from so acting, another Director who isdesignated in accordance with an order of priority determined in advance by the Board of Directors
shall convene a general meeting of shareholders and chair the meeting.
(Internet Disclosure and Deemed Provision of Reference Documents of the General Meeting of Shareholders, Etc.)
Article 16. When the Company convenes a general meeting of shareholders, if it discloses information that is to bestated or indicated in the reference documents of the general meeting of shareholders, business report,
financial statements and/or consolidated financial statements (including the financial audit report andthe audit report of the consolidated financial statements) through the internet in accordance with theprovisions of laws and regulations, it may be deemed that the Company has provided this information
to shareholders.

- 21 -

(Method for Making Resolutions)
Article 17. Unless otherwise provided for by laws and regulations, and these Articles of Incorporation, resolutionsof a general meeting of shareholders shall be made by a majority of the votes of the shareholders whoare present at the meeting and entitled to exercise their votes at such meetings.
2. Notwithstanding the provisions of the preceding paragraph, resolutions of a general meeting ofshareholders as prescribed in Article 309, paragraph (2) of the Companies Act shall be made by at least
two-thirds of the votes of the shareholders present at the meeting where the shareholders holding atleast one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings
are present.
(Proxy Voting)
Article 18. Every shareholder may exercise his/her votes by having one other shareholder of the Company withvoting rights act as a proxy on his/her behalf.
2. In cases described in the preceding item, a shareholder or a proxy must submit to the Company adocument evidencing the proxy’s authority to represent at each general meeting of shareholders.
Chapter IV
Directors and Board of Directors(Number of Directors)
Article 19. The number of Directors of the Company (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter referred to as “Directors who are not Audit and Supervisory
Committee Members”) shall not exceed ten (10).
2. The number of Directors who are Audit and Supervisory Committee Members of the Company shallnot exceed six (6), and a majority thereof shall be outside Directors.
(Election of Directors)
Article 20. Directors shall be elected by resolution of the general meeting of shareholders.
2. When electing Directors as provided for in the preceding item, a distinction must be made between
Directors who are Audit and Supervisory Committee Members and Directors who are not Audit andSupervisory Committee Members.
3. Resolutions on the election of a Director shall be made by a majority of the votes of the shareholders
present at the meeting where the shareholders holding at least one-third of the voting rights of theshareholders entitled to exercise their votes at such meetings are present.
4. Resolutions for the election of Directors shall not be conducted by cumulative voting.
(Term of Office of Directors)
Article 21. The term of office of a Director who is not an Audit and Supervisory Committee Member shall expire
at the conclusion of the ordinary general meeting of shareholders for the last business year out of thebusiness years terminating within one (1) year after the election of the Director.
2. The term of office of a Director who is an Audit and Supervisory Committee Member shall expire at
the conclusion of the ordinary general meeting of shareholders for the last business year out of thebusiness years terminating within two (2) years after the election of the Director.
3. The term of office of a Director who is an Audit and Supervisory Committee Member who is elected
as the substitute for a Director who is an Audit and Supervisory Committee Member who retired fromoffice before the expiration of the term of office shall continue until the time the term of office of the
Director who is an Audit and Supervisory Committee Member who retired from office is to expire.
(Representative Directors and Directors With Special Titles)
Article 22. The Board of Directors shall elect by resolution one or more Representative Directors from among
Directors who are not Audit and Supervisory Committee Members.
2. The Board of Directors may appoint, by its resolution, one Director and Chairman, one Director andPresident, one or a small number of Director and Vice Presidents, one or a small number of Senior- 22 -

Managing Directors, and one or a small number of Managing Directors from among Directors who are
not Audit and Supervisory Committee Members.
(Convener and Chairmanship of Meeting of the Board of Directors)
Article 23. Unless otherwise provided for by laws and regulations, the Director and President shall convene
meetings of the Board of Directors and chair the meetings.
2. In cases where the Director and President is prevented from so acting, another Director who isdesignated in accordance with an order of priority determined in advance by the Board of Directors
shall convene meetings of the Board of Directors and chair the meetings.
3. The provisions of the above two paragraphs notwithstanding, an Audit and Supervisory Committee
Member elected by the Audit and Supervisory Committee may convene a meeting of the Board of
Directors.
(Notice of Meeting of the Board of Directors)
Article 24. Notices of meetings of the Board of Directors shall be sent to each Director at least five (5) days prior
to the day of the meeting. Provided, however, that this period may be shortened when urgency isrequired.
2. With the consent of all Directors, a meeting of the Board of Directors may be held without following
the convening procedures.
(Omission of Resolutions of the Board of Directors)
Article 25. The Company shall deem that a resolution of the Board of Directors has been made in cases where therequirements set forth in Article 370 of the Companies Act have been fulfilled.
(Delegation of Decisions Related to the Execution of Important Business Operations)
Article 26. Pursuant to the provisions of Article 399-13, paragraph (6) of the Companies Act, the Company may,by resolution of the Board of Directors, delegate all or part of decisions related to the execution ofimportant business operations (excluding matters set forth in each item of Article 399-13, paragraph (5)of the Companies Act) to Directors.
(Regulations of the Board of Directors)
Article 27. Matters concerning the Board of Directors shall be governed by the Regulations of the Board of
Directors established by the Board of Directors, in addition to applicable laws and regulations and these
Articles of Incorporation.
(Remuneration, etc. of Directors)
Article 28. Remuneration, bonuses and other economic benefits given by the Company in consideration for the
execution of duties (hereinafter referred to as the “Remuneration, Etc.”) to Directors shall be
determined by resolution of a general meeting of shareholders.
2. When determining matters provided for in each item of Article 361, paragraph (1) of the Companies
Act, a distinction must be made between Directors who are Audit and Supervisory Committee Members
and Directors who are not Audit and Supervisory Committee Members.
(Exemption of Directors From Liability)
Article 29. The Company may into agreements with Directors (excluding Executive Directors, etc.) to limit their
liability for damages as provided for in Article 423, paragraph (1) of the Companies Act, in accordancewith the provisions of Article 427, paragraph (1) of the same. Provided, however, that the maximum
amount of liability for damages under this agreement shall be the total amount set forth in each item of
Article 425, paragraph (1) of the same.
Chapter V
Audit and Supervisory Committee(Notice of Meeting of the Audit and Supervisory Committee)- 23 -

Article 30.

2.

Notices of meetings of the Audit and Supervisory Committee shall be sent to each Audit andSupervisory Committee Member at least five (5) days prior to the day of the meeting. Provided,
however, that this period may be shortened when urgency is required.
With the consent of all Audit and Supervisory Committee Members, a meeting of the Audit andSupervisory Committee may be held without following the convening procedures.

(Regulations of the Audit and Supervisory Committee)
Article 31. Matters concerning the Audit and Supervisory Committee shall be governed by the Regulations of the
Audit and Supervisory Committee established by the Audit and Supervisory Committee, in addition toapplicable laws and regulations and these Articles of Incorporation.
(Full-time Audit and Supervisory Committee Members)
Article 32. The Board of Directors shall elect one or more Full-time Audit and Supervisory Committee Members
from among Audit and Supervisory Committee Members.
Chapter VI
Financial Auditor(Election of Financial Auditor)
Article 33. A Financial Auditor shall be elected by resolution of the general meeting of shareholders.
(Term of Office of Financial Auditor)
Article 34. The term of office of the Financial Auditor shall expire at the conclusion of the ordinary general meetingof shareholders for the last business year out of the business years terminating within one (1) year after
the election of the Financial Auditor.
2. Unless otherwise resolved at an ordinary general meeting of shareholders as provided for in thepreceding paragraph, the Financial Auditor shall be deemed to have been reelected at the ordinary
general meeting of shareholders.
Chapter VII
Accounts(Business Year)
Article 35. The business year of the Company shall commence on April 1 of each year and end on March 31 of thefollowing year.
(Record Date for Dividends of Surplus)
Article 36. The record date for year-end dividends of the Company shall be March 31 of each year.
2. In addition to the provisions of the preceding paragraphs, the Company may pay dividends of surplus
by setting a record date.
(Organizational Body to Determine Dividends of Surplus, Etc.)
Article 37. Unless otherwise provided for by laws and regulations, dividends of surplus and other matters set forthin each item of Article 459, paragraph (1) of the Companies Act may be determined by resolution of
the Board of Directors.
(Interim Dividend)
Article 38. The Company may, by resolution of the Board of Directors, pay an interim dividend pursuant to Article
454, paragraph (5) of the Companies Act, with a record date of September 30 of each year.
(Prescription for Payment of Dividends)
Article 39. In cases where the dividend property is monetary and the dividends have not been received after thelapse of five (5) full years from the date of commencement of payment thereof, the Company shall be
exempt from the obligation to pay such dividends.
- 24 -

SUPPLEMENTARY PROVISIONS(First Fiscal Year)
Article 1.
The provisions of Article 35 notwithstanding, the first fiscal year of the Company shall last from theday of the establishment of the Company until March 31, 2022.
(Initial Remuneration, etc. of Directors)
Article 2.
The provisions of Article 28 notwithstanding, the total amount of remuneration to be paid as cash to
Directors (excluding Directors who are Audit and Supervisory Committee Members) for the period
from the establishment of the Company until the conclusion of the first ordinary general meeting ofshareholders shall not exceed ¥60 million yen per year (not including salary as an employee paid to
Directors serving concurrently as employees).
2. The provisions of Article 28 notwithstanding, the total amount of remuneration to be paid as cash to
Directors (excluding Directors who are Audit and Supervisory Committee Members) for the period
from the establishment of the Company until the conclusion of the first ordinary general meeting ofshareholders shall not exceed ¥65 million yen per year (not including salary as an employee paid to
Directors serving concurrently as employees).
(Removal of Supplementary Provisions)
Article 3.
These supplementary provisions shall be removed at the conclusion of the first ordinary general meetingof shareholders held after the establishment of the Company.
End- 25 -

3. Outline of the Details of Matters Listed in Each Item of Article 206 of the Regulation for Enforcement of
the Companies Act(1) Matters Related to the Appropriateness of the Consideration for the Share Transfer
1) Matters Related to the Total Number of Shares for Consideration and the Allotment Thereofa. Share transfer ratio
All shareholders of the Bank listed or recorded in the shareholder register of the Bank
immediately prior to the Holding Company’s acquisition of all issued shares of the Bank throughthe Share Transfer will receive an allotment of one (1) share of the common stock of the Holding
Company per share of common stock of the Bank that they hold.
b. Number of shares per unit
The Holding Company will adopt a share unit system, with one unit equaling 100 shares.
c. Basis for calculation of the share transfer ratio
The Share Transfer is a sole share transfer to establish a sole parent company of the Bank, andthere is no change in the shareholding structure of the Bank at the time of the Share Transfer andthe Holding Company; therefore, and with the principal concern that no disadvantage be incurredby the shareholders of the Bank, each shareholder will receive an allotment of one (1) share of
the common stock of the Holding Company per share of the common stock of the Bank that it
holds.
d. Results of Calculation by Third Party, Calculation Method, and Basis for Calculation
For the reasons described in the above item c., no third-party calculation of the share transfer
ratio has been conducted.
e. Number of new shares (planned) to be delivered via the share transfer
28,108,958 shares
However, if there is a change in the total number of issued shares of the Bank prior to the Share
Transfer taking effect, there will also be a change in the above number of new shares to bedelivered by the Holding Company. Because all of the treasury shares held by the Bank that canpractically be retired will be retired as of immediately prior to the Holding Company’s acquisitionof all of the issued shares of the Bank (the “Record Time”), the 6,239 treasury shares held by the
Bank as of March 31, 2021 are excluded from the above calculation of new shares to be delivered.
If the number of treasury shares held by the Bank changes between March 31, 2021 and theRecord Time due to the exercise of appraisal rights by the shareholders of the Bank, the numberof new shares to be delivered by the Holding Company will change accordingly.
2) Matters Related to the Amounts of Stated Capital, Reserves, etc.
The amounts of stated capital and reserves of the Holding Company have been determined within thelimits provided for in laws and regulations, and the Bank has judged that they are appropriate in viewof factors such as the purpose of the Holding Company, its size, and capital policies after
establishment.
(2) Matters Related to the Wholly Owned Subsidiary Resulting from the Share Transfer
No events that materially affect the status of the Bank’s assets have occurred since the final day of the last
fiscal year of the Bank.

- 26 -

4. Matters Related to Directors who are not Audit and Supervisory Committee Members of the Holding
Company
The persons who will be Directors who are not Audit and Supervisory Committee Members of the Holding
Company are as follows.

No.

1

1. Number of the Bank’s
shares owned
Name
Career summary, positions and responsibilities at the Bank 2. Number of shares of the(Date of birth)
Holding Company to be
allotted
Apr. 1985
Joined the Bank
June 2008
Executive Officer, General Manager ofGeneral Planning Department and System
Department
June 2009
Director and Executive Officer, General
Manager of General Planning Department
and Operations Department
June 2010
Managing Director and Executive Officer,
General Manager of General Planning
Department and Operations Department
Shuji Tsuemura
1. 5,800
Apr.
2011Managing
Director and Executive Officer,(Date of birth: July 6, 1961)
2. 5,800
General Manager of General Planning
Department
Apr. 2013
Managing Director and Executive Officer
June 2013
Senior Managing Director
June 2020
President (Representative Director)(present position)
Significant concurrent positions outside the Bank
Corporate Auditor (Outside), TAKAMATSU
MACHINERY CO., LTD.
Reasons for nomination as candidate for Director
Mr. Shuji Tsuemura has long been involved in the field of corporate planning, and he has significantly contributed to
improving corporate value by taking the lead cross-organizationally within projects that form the core of the Bank. He
has vigorously promoted rebuilding of business models and implementation of DX within bank operations, and he wasappointed as President (Representative Director) in June 2020. He was selected as a candidate for Director because the
Bank judges that he will be able to utilize his many years of experience and knowledge to manage the Holding
Company accurately, fairly and efficiently. The Bank expects that he will further strengthen the effectiveness ofdecision-making and audit function of the Board of Directors.

- 27 -

No.

2

1. Number of the Bank’s
shares owned
Name
Career summary, positions and responsibilities at the Bank 2. Number of shares of the(Date of birth)
Holding Company to be
allotted
Apr. 1978
Joined the Bank
June 2007
Executive Officer, General Manager ofCentral Kanazawa Area and Kanazawa
Chuo Branch Manager
Apr. 2009
Executive Officer, General Manager ofSales Supervisory Department
June 2009
Director and Executive Officer, General
Manager of Sales Supervisory Department
Hideaki Hamasaki
1. 2,400(Date of birth: June 25,
June 2012Managing Director and Executive Officer,
2. 2,400
1954)
General Manager of Sales Supervisory
Department
Apr. 2016
Senior Managing Director
June 2020
Chairman (Representative Director)(present position)
Significant concurrent positions outside the Bank
Director (Outside) and Audit and Supervisory Committee
Member, DAIWA CO., LTD.
Reasons for nomination as candidate for Director
Mr. Hideaki Hamasaki served as the General Manager of multiple sales branches, and after being appointed as adirector, he has demonstrated his skill in the Sales Supervisory Department, and he was appointed as Chairman(Representative Director) in June 2020. He also serves as the chairman of the Kanazawa Association of Corporate
Executives and utilizes his wide range of contacts with local economics experts to contribute significantly to thedevelopment of the regional economy. He was selected as a candidate for Director because the Bank judges that he will
be able to utilize his many years of experience and knowledge to manage the Holding Company accurately, fairly andefficiently. The Bank expects that he will further strengthen the effectiveness of decision-making and audit function of
the Board of Directors.

- 28 -

No.

3

1. Number of the Bank’s
shares owned
Name
Career summary, positions and responsibilities at the Bank 2. Number of shares of the(Date of birth)
Holding Company to be
allotted
Apr. 1983
Joined the Bank
Apr. 2011
Executive Officer, Tokyo Branch Manager
and General Manager of Tokyo Office,General Planning Department
Apr. 2013
Executive Officer, General Manager ofGeneral Planning Department and Human
Resource Development Office
June 2013
Director and Executive Officer, General
Manager of General Planning Department
and Human Resource Development Office
Apr. 2016
Director, General Manager of Sales
Supervisory Department
Apr. 2017
Director, General Manager of BranchManagement Department, Overseas
Business Strategy Department, RetailKazuya Nakamura
1. 2,250
Customer Support Department, and Public(Date of birth: July 6, 1959)
2. 2,250
Institution Business
June 2017Managing Director, General Manager ofBranch Management Department,
Overseas Business Strategy Department,
Retail Customer Support Department, andPublic Institution Business
Apr. 2018
Managing Director, General Manager ofBranch Management Department andPublic Institution Business
Apr. 2019
Managing Director, General Manager ofHead Office Sales Department
Mar. 2021
Director, Senior Executive Officer (present
position)
Significant concurrent positions outside the Bank
Company Auditor (Outside), I-O DATA DEVICE, INC.
Reasons for nomination as candidate for Director
In addition to having served as the General Manager of multiple sales branches in key locations, Mr. Kazuya Nakamura
has been involved in fields such as corporate planning, marketing and human resource development. He has both awealth of business experience and wide-ranging, extensive knowledge of corporate management. He was appointed as
Director, Senior Executive Officer in March 2021. He was selected as a candidate for Director because the Bank judgesthat he will be able to manage the Holding Company accurately, fairly and efficiently. The Bank expects that he willfurther strengthen the effectiveness of decision-making and audit function of the Board of Directors.

- 29 -

1. Number of the Bank’s
shares owned
NameNo.
Career summary, positions and responsibilities at the Bank 2. Number of shares of the(Date of birth)
Holding Company to be
allotted
Apr. 1983
Joined the Bank
Apr. 2011
Executive Officer, General Manager ofKomatsu Area and Komatsu BranchManagerJune 2013
Director and Executive Officer, General
Manager of Komatsu Area and Komatsu
Branch Manager
Apr. 2015
Director and Executive Officer, Tokyo
Branch Manager
Koichi Nakada
1. 2,500(Date of birth: September Apr. 2017
Director, General Manager of Management
2. 2,500
11, 1960)
Administration Department and Legal
OfficeJune 2017Managing Director, General Manager of4Management Administration Department
and Legal Office
Mar. 2021
Director, Senior Executive Officer (present
position)
Significant concurrent positions outside the Bank
None
Reasons for nomination as candidate for Director
In addition to having served as the General Manager of multiple sales branches in key locations, Mr. Koichi Nakada has
been involved in fields such as risk management, financial strategy and human resource development. He has both awealth of business experience and wide-ranging, extensive knowledge of corporate management. He was appointed as
Director, Senior Executive Officer in March 2021. He was selected as a candidate for Director because the Bank judgesthat he will be able to manage the Holding Company accurately, fairly and efficiently. The Bank expects that he willfurther strengthen the effectiveness of decision-making and audit function of the Board of Directors.
Apr. 1983
Joined the Bank
Apr. 2014
Executive Officer, General Manager ofCapital Market Department andInternational Department
Apr. 2017
Executive Officer, General Manager ofCapital Market Department
Yuji Kakuchi
June 2017
Director, General Manager of Capital
1. 2,500(Date of birth: July 15,
Market Department
2. 2,500
1960)
June 2020
Managing Director, General Manager ofCapital Market Department
5Mar. 2021
Director, Senior Executive Officer (present
position)
Significant concurrent positions outside the Bank
None
Reasons for nomination as candidate for Director
Mr. Yuji Kakuchi has been mainly involved in fields such as financial strategy, overseas business and market
operations. He has a wealth of business experience and wide-ranging, extensive knowledge of corporate management.
He was appointed as Director, Senior Executive Officer in March 2021. He was selected as a candidate for Director
because the Bank judges that he will be able to manage the Holding Company accurately, fairly and efficiently. The
Bank expects that he will further strengthen the effectiveness of decision-making and audit function of the Board of
Directors.
Notes: 1. The number of shares of the Bank held is based on holdings as of March 31, 2021, and the number of the Holding
Company’s shares to be allotted is based on these holdings, after taking into consideration the share transfer ratio.
Accordingly, the number of shares of the Holding Company that will actually be allotted may fluctuate in accordance withholdings until immediately prior to the date the Holding Company is established.
2. There is no special interest between any of the candidates and the Bank, and no special interests are expected to arise
between any of the candidates and the Holding Company.

- 30 -

3.

If this proposal is approved, the Holding Company plans to conclude an officer, etc. liability insurance agreement provided
for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance agreement covers
legal damages and litigation expenses, etc. in the event that claims for damages are made against the insured due to an act
committed by the insured in his/her position as directors and officers. The insurance premiums are fully borne by theHolding Company. If each of the five Directors who are not Audit and Supervisory Committee Members is elected andassumes office as a director, he will be covered by the insurance agreement.

5. Matters Related to Directors who are Audit and Supervisory Committee Members of the Holding
Company
The persons who will be Directors who are Audit and Supervisory Committee Members of the Holding Company
are as follows.

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Bank

Apr. 1982
Apr. 2014

1

1. Number of the Bank’s
shares owned
2. Number of shares ofthe Holding Company
to be allotted

Joined the Bank
Executive Officer, General Manager ofOperations Department
Apr. 2015
Executive Officer, General Manager ofOperations Department and System
Department
Apr. 2016
Executive Officer, General Manager ofNobuhiro Torigoe
1. 2,400
General Planning Department(Date of birth: January 2,
2. 2,400
1960)
June 2016
Director, General Manager of General
Planning Department
June 2020
Managing Director, General Manager ofGeneral Planning Department
Mar. 2021
Director (present position)
Significant concurrent positions outside the Bank
None
Reasons for nomination as candidate for Director
Mr. Nobuhiro Torigoe has been mainly involved in the fields of corporate planning, financial strategy, human resource
development and IT strategy. He has a wealth of business experience and extensive knowledge in corporate
management. He was appointed as Director in March 2021. He was selected as a candidate for Director because the
Bank judges that he will be able to execute auditing of legality of management accurately, fairly and efficiently. The
Bank expects that he will strengthen the effectiveness of decision-making and auditing function of the Board of
Directors of the Holding Company.

- 31 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Bank

Apr. 1984

2

3

1. Number of the Bank’s
shares owned
2. Number of shares ofthe Holding Company
to be allotted

Registered as an attorney at law and joined
Yamakoshi Law Offices
Apr. 1998
Opened Otemachi Law Office
May 2007Opened Nishii Law Office
Apr. 2012
Director of CHUBU Federation of Bar
Association
Shigeru Nishii
Apr. 2013
Chairperson of Kanazawa Bar Association(Date of birth: March 5,
1. 0Vice President of Japan Federation of Bar
1953)
2. 0
Associations
Outside
Executive Director of CHUBU Federation of
Bar Association
June 2019
Outside Director, Audit and Supervisory
Committee Member, the Bank (present
position)
Significant concurrent positions outside the Bank
Attorney at law and head of Nishii Law Office
Reasons for nomination as candidate for outside Director and expected role
Mr. Shigeru Nishii possesses a wealth of specialized knowledge cultivated through his activities as an attorney at law
for many years as well as his position working as the Chairperson of Kanazawa Bar Association. He was selected as a
candidate for outside Director because the Bank expects that he will provide supervision and advice on execution ofbusiness by the Holding Company from his professional perspective, especially in the fields of risk management,
financial strategy and personnel and labor based on his knowledge. He has never in the past been involved in thecorporate management other than becoming an outside Director, however, the Bank judges that he will be able toappropriately execute her duties as an outside Director for the above reasons.
Apr. 1983
Joined Meiji Life Insurance Company
Apr. 2013
Executive Officer, General Manager of Human
Resources Department, Meiji Yasuda Life
Insurance Company
Apr. 2014
Managing Executive Officer
Apr. 2016
Senior Managing Executive Officer
Tadashi Onishi
June 2019
Outside Director, Audit and Supervisory(Date of birth: May 24,
1. 0
Committee Member, the Bank (present
1960)
2. 0
position)
OutsideApr. 2020
Executive Officer, Deputy President, Meiji
Yasuda Life Insurance Company (present
position)
Significant concurrent positions outside the Bank
Executive Officer, Deputy President, Meiji Yasuda Life
Insurance Company
Reasons for nomination as candidate for outside Director and expected role
Mr. Tadashi Onishi possesses a wealth of specialized knowledge cultivated through his activities in corporate
management that include his work experience as well as his position as Executive Officer and Deputy President of
Meiji Yasuda Life Insurance Company. He was selected as a candidate for outside Director because the Bank expects
that he will provide supervision and advice on execution of business by the Holding Company from his professional
perspective, especially in the fields of corporate planning, risk management, marketing and personnel and labor basedon his knowledge.

- 32 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Bank

Apr. 1979
Oct. 2000

4

5

1. Number of the Bank’s
shares owned
2. Number of shares ofthe Holding Company
to be allotted

Joined Komatsu Ltd.
Director and General Manager of theManagement Department, PT. Komatsu
Indonesia
Apr. 2009
Executive Officer, Oyama Plant Manager,
Komatsu Ltd.
Apr. 2012
Executive Officer, Awazu Plant Manager,
Production Division, Komatsu Ltd.
Apr. 2014
Senior Executive Officer, Vice President of
Production Division, Awazu Plant Manager,
Komatsu Ltd.
Apr. 2016
Senior Executive Officer, Vice President of
Shuji Yamashita
Production Division and President of Parts(Date of birth: July 25,
1. 0Operation Division, Komatsu Ltd.
1955)
2. 0
OutsideJuly 2018
Technical Advisor, Komatsu Ltd.
Oct. 2018
Technical Advisor, Komatsu Ltd. andCorporate Advisor of Kyushu/Okinawa inhouse Company, Komatsu Customer Support
Japan Ltd.
June 2019
Outside Director, Audit and Supervisory
Committee Member, the Bank (present
position)Mar. 2020
Technical Advisor, Komatsu Ltd. (present
position)
Significant concurrent positions outside the Bank
Technical Advisor, Komatsu Ltd.
Reasons for nomination as candidate for outside Director and expected role
Mr. Shuji Yamashita possesses a wealth of specialized knowledge cultivated through his activities in corporate
management that include his work experience as well as his position as Senior Executive Officer of Komatsu Ltd. He
was selected as a candidate for outside Director because the Bank expects that he will provide supervision and advice
on execution of business by the Holding Company from his professional perspective, especially in the fields ofcorporate planning, risk management, overseas business and IT strategy based on his knowledge.
Apr. 1980
Joined Bank of Japan
Apr. 2008
Director-General of Currency Issue
Department
July 2010
Deputy Director-General of Seven Bank, Ltd.
June 2012
Director, Executive Officer
Taku Oizumi
Apr. 2014
Director, Senior Executive Officer(Date of birth: October 24,
1. 0
Oct. 2016
Director, Managing Executive Officer, General
1956)
2. 0
Manager of International Business Division
OutsideJuly 2018
Director, Managing Executive Officer, In
charge of Asia Strategic Project
June 2019
Advisor (present position)
Significant concurrent positions outside the Bank
Advisor of Seven Bank, Ltd.
Reasons for nomination as candidate for outside Director and expected role
Mr. Taku Oizumi has abundant financial business experience including his position as Director-General of Currency
Issue Department at the Bank of Japan and possesses a wealth of specialized knowledge cultivated through his activities
in corporate management that include his work experience as well as his position as Managing Executive Officer ofSeven Bank, Ltd. He was selected as a candidate for outside Director because the Bank expects that he will provide
supervision and advice on execution of business by the Holding Company from his professional perspective, especiallyin the fields of corporate planning, risk management, marketing and overseas businesses based on his knowledge.

- 33 -

Name(Date of birth)

No.

Career summary, positions and responsibilities at the Bank

Apr. 1983
Sept. 1994

6

Notes:

1.

2.
3.
4.

5.

1. Number of the Bank’s
shares owned
2. Number of shares ofthe Holding Company
to be allotted

Joined Bank of Japan
Associate Director, Standard & Poor’s Global
Ratings Japan Inc.
Apr. 2015
Managing Director & Research Fellow
Apr. 2016
Economist of Asian Development Bank
Institute (resignation expected on May 31,
2021)
June 2016
Outside Director, the Bank of Yokohama, Ltd.
June 2016
External Director, Chubu Electric Power
Company, Incorporated
June 2018
Outside Director, Concordia Financial Group,
Naoko Nemoto
Ltd.
(Date of birth: January 15,
1. 0
Apr. 2019
Professor of Graduate School of Business and
1960)
2. 0
Finance, WASEDA Business School (present
Outsideposition)
June 2020
Outside Director, Audit & Supervisory
Committee Member, Mizuho Bank, Ltd.
(present position)
Significant concurrent positions outside the Bank
Professor of Graduate School of Business and Finance,
WASEDA Business School
Outside Director, Audit & Supervisory Committee Member,
Mizuho Bank, Ltd.
* She will resign as economist at Asian Development Bank
Institute on May 31, 2021.
Reasons for nomination as candidate for outside Director and expected role
Ms. Naoko Nemoto possesses a wealth of specialized knowledge cultivated through her activities as a financial expert,
such as being involved in rating and research work related to financial institutions at Standard & Poor’s Ratings Japan
Inc. for many years. She was selected as a candidate for outside Director because the Bank expects that she will provide
supervision and advice on execution of business by the Holding Company from her professional perspective, especiallyin the fields of financial strategy, overseas business and market operations based on her knowledge. She has never in thepast been involved in the corporate management other than becoming an outside Director, however, the Bank judgesthat she will be able to appropriately execute her duties as an outside Director for the above reasons.
The number of shares of the Bank held is based on holdings as of March 31, 2021, and the number of the Holding
Company’s shares to be allotted is based on these holdings, after taking into consideration the share transfer ratio.
Accordingly, the number of shares of the Holding Company that will actually be allotted may fluctuate in accordance withholdings until immediately prior to the date the Holding Company is established.
There is no special interest between any of the candidates and the Bank, and no special interests are expected to arise
between any of the candidates and the Holding Company.
Mr. Shigeru Nishii, Mr. Tadashi Onishi, Mr. Shuji Yamashita, Mr. Taku Oizumi and Ms. Naoko Nemoto are candidates
for outside Director of the Holding Company.
Regarding limited liability agreements with candidates for Audit and Supervisory Committee Members
・ If Mr. Nobuhiro Torigoe, candidate for Audit and Supervisory Committee Member, Mr. Shigeru Nishii, Mr. Tadashi
Onishi, Mr. Shuji Yamashita, Mr. Taku Oizumi, and Ms. Naoko Nemoto, candidates for outside Audit and Supervisory
Committee Members assume the office of Director who is Audit and Supervisory Committee Member, the Holding
Company plans to enter into limited liability agreements with each of them pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act. The details of the agreement are as follows:
・The maximum amount of liability for damages under this agreement equals to the total amount stipulated in eachprovisions of Article 425, paragraph (1) of the Companies Act.
・The limited liability recognized above is restricted to when the execution of the duties entrusted to a Director who is
Audit and Supervisory Committee Member is conducted with good faith and without gross negligence.
At the conclusion of this Ordinary General Meeting of Shareholders, the tenure of Mr. Shigeru Nishii, Mr. Tadashi Onishiand Mr. Shuji Yamashita, who are candidates for outside Directors of the Holding Company, as outside Director or Director
who is Audit and Supervisory Committee Member of the Bank will have been two (2) years.

- 34 -

6. The Holding Company intends to register Mr. Shigeru Nishii, Mr. Tadashi Onishi, Mr. Shuji Yamashita, Mr. Taku Oizumi,
and Ms. Naoko Nemoto with the Tokyo Stock Exchange as independent officers provided for the rules of the Tokyo Stock
Exchange.
7. Mr. Nobuhiro Torigoe, Mr. Shigeru Nishii, Mr. Tadashi Onishi, Mr. Shuji Yamashita, Mr. Taku Oizumi, and Ms. Naoko
Nemoto are candidates for Directors who are Audit and Supervisory Committee Members of the Bank at this General
Meeting of Shareholders, but if they are elected as Directors who are Audit and Supervisory Committee Members of the
Bank via Proposal 3 and this proposal is approved, they will resign from their positions as Directors who are Audit andSupervisory Committee Members of the Bank on the day before the effective date of the Share Transfer (expected to be
September 30, 2021).
8. In January 2020, an embezzlement case by a former employee was found out at the Bank during the term of office of Mr.
Shigeru Nishii, Mr. Tadashi Onishi and Mr. Shuji Yamashita. The Bank’s Board of Directors and the Audit and Supervisory
Committee have been providing suggestions and advice regularly and appropriately regarding legal compliance including
prevention of irregularities. In addition, after the irregularity was discovered, the Bank requested a thorough investigationand strict measures, and they have actively provided advice on recurrence prevention measures including creation of amechanism that enables early detection throughout the organization and improvement of awareness and follow-up of
employees. They have also monitored its operational status, thus appropriately fulfilling their responsibilities.
9. If this proposal is approved, the Holding Company plans to sign an officer, etc. liability insurance agreement provided forin Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance agreement covers legal
damages and litigation expenses, etc. in the event that claims for damages are made against the insured due to an act
committed by the insured in his/her position as directors and officers. The insurance premiums are fully borne by theHolding Company. If each of six candidates for Directors who are Audit and Supervisory Committee Members is selected
and appointed as Director, he/she will be covered by the insurance agreement.

6. Matters Related to the Financial Auditor of the Holding Company
The Financial Auditor of the Holding Company will be as follows.
Name
Main business location

Ernst & Young ShinNihon LLC
1-1-2 Yurakucho, Chiyoda, Tokyo, 100,0006 JapanTokyo Midtown Hibiya, Hibiya Mitsui Tower
History
1967
Tetsuzo Ota & Co. established
1969
Showa Audit Corporation established1985
Tetsuzo Ota & Co. and Showa Audit Corporation merged, and name changed toShowa Ota & Co.
2000
Merged with Century Audit Corporation (established 1986) and name changed toCentury Ota Showa & Co.
2001
Name changed to Shin Nihon & Co.
2008
Transitioned to limited liability auditing corporation and name changed to Ernst &Young ShinNihon LLC
2018
Japanese name changed to EY ShinNihon LLC
Companies audited
3,770 (as of March 31, 2021)
Stated capital¥1,060 million (as of March 31, 2021)
Employees
5,649 (as of March 31, 2021)[Breakdown]
Partners Certified public accountants:
540
Other:
10
Staff
Certified public accountants:
2,461
Persons who have passed the certified public accountant examination, etc.:
1,179
Other:
1,459
Total
5,649
Note: Ernst & Young ShinNihon LLC has been selected as a candidate for the Financial Auditor of the Holding Company because it
was judged to be appropriately qualified based on the results of a comprehensive consideration of the appropriateness of theBank’s own audits, as well as the audit corporation’s size, experience, and other factors contributing to its ability to execute its
duties, together with its independence, internal management systems, and other factors.

End- 35 -

Attached Document

Business Report for the 113th Term
1.

(April 1, 2020 through March 31, 2021)

Matters Related to the Bank’s Current Situation(1) Progress and results of business, Etc.
Description of principal business:
The Bank provides a wide range of financial products and services to regional customers through its deposit
business, lending business, securities investment business, domestic exchange business, foreign exchange
business, and government bond, investment trust and insurance product trading business.
General economy
The Japanese economy saw significant negative growth in 2020 due to the impact of COVID-19. A gradual
recovery is expected in 2021 as a result of easing fiscal and monetary policy by the national government andthe Bank of Japan and the rollout of vaccines, but the impact of COVID-19 is expected to remain, and any
recovery will be weak compared to last year’s decline.
Local economy
The local economy experienced the same difficulties as the national economy in 2020. The outlook for 2021
remains less than positive. The impact on hotels, ryokan and other tourism-related businesses is of particularconcern due to the suspension of the “Go To Campaign.” On the other hand, there are some positive signs in
the manufacturing industry, particularly construction machinery and machine tools, due to increased demand
resulting from China’s policies to support economic activity.
The Bank’s performance
Under these circumstances, the Bank has made a variety of efforts to achieve its corporate philosophy of“Trust – a bridge to a fruitful regional future. Enrich interaction and growth in the region” and its aim of
becoming a “next-generation integrated regional company” through communication and collaboration basedon accurate identification of changes in society and customers’ needs. As a result of our efforts to resolve thechallenges faced by the region as a whole, the Bank’s performance was as follows.
Individual and corporate deposits have done well, up ¥334.9 billion on the previous term for a balance at theend of the term of ¥3,976.4 billion. Business and consumption loans have also remained strong, up ¥15.9
billion on the previous term for a balance at the end of the term of ¥2,633.9 billion.
Securities increased ¥207.2 billion on the previous term for a final balance of ¥1,195.7 billion, and foreignexchange transaction volume decreased by $224 million to $1.51 billion.
In terms of profit and loss, the Bank’s ordinary profit decreased by ¥693 million on the previous term to¥11.283 billion due to an increase in credit-related expenses. Current net income decreased by ¥721 million
on the previous term to ¥5.954 billion.
During that period, the Bank worked on consulting services to support overall regional productivity, as wellas high value-added services, such as establishing the “Hokkoku DX Cashless Fund” in order to speed up
the adoption of cashless systems and expanding the leasing business by the Bank itself, in addition to its
existing deposit and lending services. Around 100 consulting specialist staff worked together as a sales office
to provide solutions and support to corporate and business customers. In overseas business support, the Bank
established a representative office in Ho Chi Minh City in Vietnam in March 2021 in order to further expand
its network in Southeast Asia. For individual customers, the Bank launched a new service, “HOKKOKU
LIFE+,” in February 2021. This has improved the convenience of contactless transactions and steadily
increased the number of Hokkoku Visa Debit cards issued and the total settlement amounts by continuing towork with local communities since last year, such as through numerous campaigns in collaboration withlocal companies and retailers. The Bank considers its brand to be “existing for the world and for the people,
and working for a better life and a better society for all,” and will continue to put effort into regional
development.
During the increasing evolution of information technology, the Bank was the first in Japan to put its fullbanking system on the public cloud in May 2021. By fully leveraging cloud services, the Bank will expand- 36 -

into new business areas, provide new added value to customers, improve productivity, adapt to new work
styles in line with the new normal, and reduce IT costs, while striving to further enhance regional
productivity and vitality by supporting customer digitalization.
In terms of corporate social responsibility (CSR) efforts based on our ESG policy, the Bank has given talks
and tours to members of the public, from elementary students to adults, to support local financial literacy,
and has provided informational seminars on asset formation and the diverse range of settlement methods thathave recently emerged. As part of its efforts to increase contact with the local community, since last year, theBank has been holding professional musical performances at preschools and other venues (Hokkoku Happy!
Concert 2020) and a range of other activities that contribute to the community through its offices. The Bank’senvironmental initiatives include promoting a paperless system and reducing electricity use, and forest
cleanup activities such as undergrowth removal through the “Hokkoku no Mori” activities at Ishikawa Forest
Park.
In order to clarify its policy on returning profits to shareholders, from the record date at the end of March
2021, the Bank shifted its target indicator to total shareholder return, including dividends and stock buybacks,
and abolished gifts for shareholders.
For more on these policies, please see the annual Integrated Report and the Bank’s website. The Bank willcontinue to proactively disclose information and strive to enhance its relationship with shareholders.
Future challenges and efforts
The environment surrounding the Bank has become more challenging due to long-term low interest rates,
increased credit risk as a result of a declining economy, and strong competition from other businesses. Amida changing social structure such as decreasing population, and diversifying customer needs and values, theBank must identify and swiftly implement innovative solutions in order to achieve its corporate philosophyof “serving the local community.”
We will transition to a holding company structure to further advance group governance and maximize
synergies, and expand the axis of our operations through the establishment of new companies to support
sustainable regional development while expanding the business of our existing subsidiaries under theumbrella of the holding company in order to remain the bank of choice for our customers and grow with theregion.
We will continue to provide high-quality services to customers as a “next-generation integrated regional
company” to contribute to the improving quality of the region as a whole and meet the expectations of ourcommunity stakeholders in order to uphold our corporate principles.
(2) Status of capital expenditurea. Total capital expenditure(units: ¥ million)
Total capital expenditure

b.

5,888

New material assets, etc.
(units: ¥ million)

Description
Construction of Fukui branch
Reconstruction of Nanao branch
Replacement of ATMs, etc.
VehiclesSoftwareAmount
225
73
920
102
3,501

(3) Status of material parent and subsidiary companies, etc.
a. Status of parent companies
Not applicable.
b.

Status of subsidiary companies- 37 -

Company

The Hokkoku
GeneralLeasing Co.,Ltd.
The Hokkoku
Credit Service
Co., Ltd.
The Hokkoku
CreditGuarantee Co.,Ltd.
The Hokkoku
Management,
Ltd.

Address

Description of business

2-2-15
Katamachi,
Kanazawa-shi

Leasing business,instalment purchasebusiness

2-2-15
Katamachi,
Kanazawa-shi

Credit card business, loanbusiness

2-12-6
Hirooka,Kanazawa-shi

Consumer finance credit
guarantee business

1-16
Musashimachi,
Kanazawa-shi

Corporate rehabilitation
fund management business,
administrative services for
the Bank and affiliatedcompanies, EC mall
management businessStatedcapital¥90
million

Percentageofvotingrightsofsubsidiary
held by theBank
50.35%

Other

–

¥90
million75.49%¥90
million18.33%¥100
million100.00%–––2-2-15¥500
95.00%
Debt collection andKatamachi,
million–management services
Kanazawa-shi
1-3-1
¥90
90.00%
Systems development,
The Digital
Kyobashi,millionoperation, and maintenance–Value, Ltd.
Chuo-ku,business
Tokyo
Notes: 1.
The “percentage of voting rights of subsidiary held by the Bank” is rounded down to two decimal places.
2. The above six material subsidiary companies are consolidated subsidiary companies and subsidiarycorporations, etc.
The Hokkoku
Servicer, Ltd.

Status of material business alliances
1. Automated system for cash withdrawals, etc. (ACS) allowing ATMs to be used interchangeably through analliance between 62 regional banks
2. Automated system for cash withdrawals (MICS) allowing ATMs to be used interchangeably through analliance between 62 regional banks and city banks, trust banks, member banks of the Second Association ofRegional Banks, credit unions, credit cooperatives, agricultural cooperatives and marine banks (including
Norinchukin Bank and federations of agricultural cooperatives), and workers' credit union banks
3. Service for communicating remittances, transfers, transaction history, and other data between partnercompanies by data transmission through Chigin Network Service Co., Ltd. (CNS), a joint venture by 62
regional banks
4. Automated system for cash withdrawals and deposits allowing ATMs to be used interchangeably through analliance with Japan Post Bank Co., Ltd.
5. Automated system for cash withdrawals and deposits allowing ATMs to be used interchangeably for no fee(excluding transfer fees) through an alliance with The Fukui Bank, Ltd. and The First Bank of Toyama, Ltd.
(FIT Net)
6. Automated system for cash withdrawals allowing ATMs to be used interchangeably for no fee through analliance with JA Bank Ishikawa (Ishikawa Mynet)- 38 -

7.

8.

2.

Automated system for cash withdrawals and deposits allowing joint ATMs in convenience stores and otherin-store locations to be used through an alliance with E-Net Co., Ltd., Seven Bank, Ltd., and Lawson Bank,Inc.
Automated system for cash withdrawals allowing ATMs to be used interchangeably through an alliance with
AEON Bank, Ltd.

Matters Related to Officers(1) Status of corporate officers(as of the end of the fiscal year)

Name
HideakiHamasaki
Shuji
TsuemuraKazuyaNakamura

Koichi Nakada

Yuji Kakuchi
Nobuhiro
Torigoe
Hidehiro
Yamamoto
Shigeru Nishii

Masako Osuna

Tadashi Onishi
Shuji
Yamashita
TakakoIshihara

Position andresponsibilities at theBank
Chairman(Representative
Director)
President(Representative
Director)
Director
Senior Executive
Officer(Representative
Director)
Director
Senior Executive
Officer
Director
Senior Executive
Officer

Significant concurrent positions
outside the Bank
Director (Outside) and Audit andSupervisory Committee Member,
DAIWA CO., LTD.
Corporate Auditor (Outside),
Takamatsu Machinery Co., Ltd.

Company Auditor (Outside), I-O
DATA DEVICE, INC.

Director
Director
Audit and Supervisory
Committee Member
Director (Outside)
Audit and Supervisory
Committee Member
Director (Outside)
Audit and Supervisory
Committee Member
Director (Outside)
Audit and Supervisory
Committee Member
Director (Outside)
Audit and Supervisory
Committee Member
Director (Outside)
Audit and Supervisory
Committee Member

Managing Partner, Nishii Law Office
Professor, Kanazawa Institute ofTechnology
Director (Outside), Hibiya
Engineering, Ltd.
Corporate Auditor (Outside), C.I.
TAKIRON Corporation
Executive Officer and Deputy
President, Meiji Yasuda Life
Insurance Company
Technical Adviser, KOMATSU LTD.
Director (Outside), Takamatsu
Machinery Co., Ltd.

- 39 -

Other

Notes: 1.

The positions and responsibilities of the Directors changed as follows on March 12, 2021:
Position and responsibilities at the Bank

Name

FormerManaging
Director(Representative
Director)

KazuyaNakamura

Koichi Nakada

Managing
Director

Yuji Kakuchi

Managing
Director

Nobuhiro
TorigoeManaging
Director

2.
3.

4.

5.
6.

7.

8.

Current
General Manager
of Head Office
Sales Department

Director, Senior Executive Officer(Representative Director)

General Manager
of Management
Administration
Director, Senior Executive Officer
Department andLegal Office
General Manager
of Capital Market Director, Senior Executive Officer
Department
General Manager
ofGeneral
Director
Planning
Department

Outside Director Takako Ishihara stepped down from her position as Part-time Auditor at Kanazawa
University as of August 31, 2020.
The Bank has submitted notification to the Tokyo Stock Exchange that Outside Directors Shigeru Nishii,
Masako Osuna, Tadashi Onishi, Shuji Yamashita, and Takako Ishihara have been appointed as
independent officers pursuant to the requirements of the Tokyo Stock Exchange.
Director Hidehiro Yamamoto is a full-time Audit and Supervisory Committee Member. The reason forappointing a full-time Audit and Supervisory Committee Member is for that member to attend important
meetings of the executive department and continuously and practically gather material information andreceive reports.
President Tateki Ataka and Senior Managing Director Junichi Maeda resigned as Directors at the closeof the 112th Ordinary General Meeting of Shareholders on June 19, 2020.
Director Toshiyuki Konishi resigned as Director as of March 11, 2021, and assumed office as Senior
Executive Officer as of March 12, 2021. His responsibilities at the time of his resignation were General
Manager of the Branch Management Department and General Manager of the Public Institution Business.
Director Akira Nishita resigned as Director as of March 11, 2021, and assumed office as Senior
Executive Officer as of March 12, 2021. His responsibilities at the time of his resignation were General
Manager of the Credit Department.
Director Takayasu Tada resigned as Director as of March 11, 2021, and assumed office as Senior
Executive Officer as of March 12, 2021. His responsibilities at the time of his resignation were General
Manager of the Consulting Department.

Reference:
The Bank has an executive officer system in place. The names, positions and responsibilities of the non-Director
executive officers are as follows.
(as of the end of the fiscal year)
Name
Toshiyuki Konishi
Akira Nishita
Takayasu Tada

Positions and responsibilities at the Bank
Senior Executive Officer and General Manager of Head Office Sales
Department
Senior Executive Officer and General Manager of Corporate Banking
Department
Senior Executive Officer and General Manager of Corporate Solutions
Department and General Manager of Consulting Department- 40 -

Takeshi Igawa
Harushige
Sanbonmatsu
Hirokatsu Yamada

Senior Executive Officer and General Manager of Komatsu Area andKomatsu Branch Manager
Senior Executive Officer and Manager of System Department
Executive Officer and General Manager of Management Administration
Department
Executive Officer

Shoichi Kashimi

Executive Officer

Susumu Taniguchi(as of the end of the fiscal year)
Name

Position and responsibilities at the Bank

Yoshiro Komatsu

Executive Officer

Kenya Tatsuno

Executive Officer and Fukui Branch Manager

Tatsuo Shintani

Executive Officer and General Manager of Takaoka Area and Takaoka
Branch Manager

Yutaka Hosono

Executive Officer and Osaka Branch Manager

Daisuke Nakaso

Executive Officer and General Manager of Komatsu Chuo Area andKomatsu Chuo Branch Manager

Tomohiko Kikuzawa

Executive Officer and General Manager of General Planning Department

Kazuki Yamamori

Executive Officer and General Manager of Consulting Department

Masayuki Kita

Executive Officer and Toyama Branch Manager

Seiichi Sagiike

Executive Officer and General Manager of Capital Market Department

Takayuki Yamamoto

Executive Officer and General Manager of Personal Banking Department

Naotaka Terai

Executive Officer and General Manager of Human Resource
Development Department

Haruhiko Kometani

Executive Officer and Tokyo Branch Manager

Masaru Yamazaki
Toshimi Kitagawa
Akihisa Nitta

Executive Officer and General Manager of Mattou Area and Mattou
Branch Manager
Executive Officer and General Manager of Nanao Area and Nanao BranchManager
Executive Officer and General Manager of Operations Department(2) Amount of Director remuneration in this fiscal year(i) Total amount of Director remuneration

Director type

Non-Audit andSupervisory
Committee
MemberAudit andSupervisory

Total amountof
remuneration(¥ million)

Total amount of remuneration by type(¥ million)
Performancelinked
Non-monetaryBaseremuneration, remuneration,
remuneration
etc.
etc.

Number ofapplicable
Directors

257

159

50

47

11

49
(29)

49
(29)

–

–

6
(5)

- 41 -

Committee
Member(including Outside
Directors)
Notes: 1.

2.

The above table includes two Directors who are not Audit and Supervisory Committee Members who
resigned at the close of the 112th Ordinary General Meeting of Shareholders on June 19, 2020 and three
Directors who are not Audit and Supervisory Committee Members who resigned as of March 11, 2021.
In addition to the above, ¥48 million in employee salaries (including ¥11 million in bonuses) was paid
to the five Directors with concurrent employee positions at the Bank this fiscal year.

- 42 -

(ii) Matters related to performance-linked remuneration
In order to incentivize performance improvements each year, Directors who are not Audit and Supervisory
Committee Members are paid monetary remuneration at a specific time each year based on the current net
income for that year. The reason for choosing current net income as the performance indicator is that the
Bank determined that this is an appropriate indicator of the Bank’s management performance in a given
fiscal year.
The amount of performance-linked remuneration paid is within the range specified in the following tablebased on the current net income in each fiscal year.
Ranges for performance-linked remuneration
Current net income
Remuneration range
Up to ¥2 billion¥0More than ¥2 billion, up to ¥4
Up to ¥30 million
billionMore than ¥4 billion, up to ¥6
Up to ¥50 million
billionMore than ¥6 billion, up to ¥8
Up to ¥60 million
billionMore than ¥8 billion, up to ¥10
Up to ¥70 million
billionOver ¥10 billion
Up to ¥80 million
The current net income for this fiscal year is ¥5.9 billion.
(iii) Details of non-monetary remuneration, etc.
In order to increase Directors’ desire and morale to improve performance and promote the continuous
enhancement of corporate value, Directors who are not Audit and Supervisory Committee Members receive
share-based remuneration through a trust. The conditions for granting that remuneration are described in“(v) Policy for determining the details of remuneration, etc. for individual Directors.”(iv) Matters related to shareholder meeting resolutions regarding Director remuneration, etc.
A. Remuneration, etc. for Directors who are not Audit and Supervisory Committee Members
At the 107th Ordinary General Meeting of Shareholders held on June 26, 2015, it was resolved to set
the amount of monetary remuneration for Directors who are not Audit and Supervisory Committee
Members at up to ¥220 million per year for fixed remuneration, and up to the amount determined basedon the performance-linked remuneration ranges specified in the table in “(ii) Matters related toperformance-linked remuneration” above based on the current net income level. The number of
Directors who were not Audit and Supervisory Committee Members as of the close of that Ordinary
General Meeting of Shareholders was 10. Separate to monetary remuneration, at the 109th Ordinary
General Meeting of Shareholders held on June 23, 2017, it was resolved to pay share-based
remuneration through a trust, with Directors who are not Audit and Supervisory Committee Members
and executive officers being granted a total number of shares and points up to the value of ¥500 million
every five years, which is the trust period of the trust, or up to 25,000 points per fiscal year (with one
point equal to one share of the Bank). The number of Directors who were not Audit and Supervisory
Committee Members as of the close of that Ordinary General Meeting of Shareholders was 11.
B.

Remuneration, etc. for Directors who are Audit and Supervisory Committee Members
At the 107th Ordinary General Meeting of Shareholders held on June 26, 2015, it was resolved to set
the amount of monetary remuneration of Directors who are Audit and Supervisory Committee Members
at up to ¥65 million per year. The number of Directors who were Audit and Supervisory Committee
Members as of the close of that Ordinary General Meeting of Shareholders was 6.

(v) Policy for determining the details of remuneration, etc. for individual Directors- 43 -

A.

Method for determining policy for determining the details of remuneration, etc. for individual
Directors
In order to create a remuneration structure that functions sufficiently to incentivize contributing to thedevelopment of the regional community and continuously enhancing corporate value withconsideration for aligning with shareholder interests, the Bank prepared a policy for determining thedetails of remuneration for individual Directors (the “Remuneration Policy”), which it referred to theoptional Nomination and Compensation Committee, and was approved at a meeting of the Board of
Directors held on February 26, 2021.

B.

Outline of Remuneration Policya. Basic policy
The basic policy for determining the remuneration of individual Directors of the Bank is to select anappropriate level of remuneration based on each Director’s duties in a way that functions to incentivize
contributing to the development of the regional community and continuously enhancing corporate value
with consideration for aligning with shareholder interests. Specifically, remuneration for Directors who
are not Audit and Supervisory Committee Members consists of fixed-amount remuneration as a fixed
remuneration, performance-linked remuneration, and share-based remuneration, and the remuneration
for Directors who are Audit and Supervisory Committee Members and have a supervisory function
consists solely of fixed-amount remuneration based on their duties.
b.

Policy for determining the amount of base remuneration (monetary remuneration)for individual
Directors (including policy for determining timing and conditions of remuneration)
The fixed-amount remuneration for Directors of the Bank is a fixed monthly amount determinedthrough comprehensive consideration of each Director’s position and duties, the difficulty of executing
Directorial duties, the weight of Directorial responsibility, the Bank’s performance, and the balancewith the salaries of the Bank’s employees.

c.

Policy for determining the details and calculation method for the amount or number of
performance-linked remuneration, etc. and non-monetary remuneration, etc. (including policy for
determining timing and conditions of remuneration)
In order to incentivize performance improvements each fiscal year, monetary remuneration reflecting
performance indicators is paid as performance-linked remuneration at a specific time each year. The
amount of performance-linked remuneration paid is the amount determined by the Board of Directors
after referral to the optional Nomination and Compensation Committee, within the range specified in
the table in “(ii) Matters related to performance-linked remuneration,” based on the net income in eachfiscal year.
Share-based remuneration is granted through a trust, and each Director who is not an Audit andSupervisory Committee member receives a number of shares of the Bank corresponding to the numberof points granted by the Bank upon resignation. The number of points granted to Directors who are not
Audit and Supervisory Committee Members of the Bank is calculated based on the rules for granting
shares established by the Board of Directors and determined after referral to the optional Nomination
and Compensation Committee.

d.

Policy on determining the ratio of monetary remuneration, performance-linked remuneration, or
non-monetary remuneration amounts to the amount of remuneration for of individual Directors
The ratio of different types of remuneration for Directors who are not Audit and Supervisory Committee
Members is determined by the Board of Directors with respect for the opinion of the optional
Nomination and Compensation Committee in line with the details of the individual remuneration.

e. Matters related to determining the details of remuneration for individual Directors
The amount of remuneration for individual Directors (i.e., the fixed-amount remuneration for Directors
who are not Audit and Supervisory Committee Members and the performance-linked remuneration
based on the net income each fiscal year) is referred to the original plan of the optional Nomination and- 44 -

Compensation Committee and determined by resolution of the Board of Directors based on thecommittee’s opinion. For share-based remuneration, a number of points per Director who is not an
Audit and Supervisory Committee Member is calculated based on the rules for granting sharesestablished by the Board of Directors and determined after referral to the optional Nomination andCompensation Committee.
C.

Reason for Board of Directors determining the details of remuneration, etc. for individual Directors
this fiscal year is in line with the Remuneration Policy
The optional Nomination and Compensation Committee has confirmed that the determination of thedetails of remuneration, etc. for individual Directors who are not Audit and Supervisory Committee
Members is in line with the Remuneration Policy, and reported to the Board of Directors to that effect.
The Board of Directors passed a resolution regarding the Remuneration Policy for this fiscal year on
February 26, 2021, and prior to that the fixed-amount remuneration and performance-linked
remuneration of each Director who is not an Audit and Supervisory Committee Member were
determined by the President as delegated by the Board of Directors (see (vi) below), and therefore was
not consistent with the Remuneration Policy.

(vi) Matters regarding the delegation of determining remuneration for individual Directors
This fiscal year, the Board of Directors resolved at its meeting on May 15, 2020 to delegate to President
Tateki Ataka the determination of the specific details of the amount of performance-linked remuneration
for individual Directors who are not Audit and Supervisory Committee Members. The Board of Directors
then resolved at its meeting on June 19, 2020 to delegate to President Shuji Tsuemura the determination of
the specific details of the amount of fixed-amount remuneration for individual Directors who are not Audit
and Supervisory Committee Members. The reason for delegating this authority is that the President is best
suited to evaluate Directors who are not Audit and Supervisory Committee Members with an overall viewto the performance of the Bank as a whole. In order to ensure that the President’s decision is appropriate,
the matter is also referred to the optional Nomination and Compensation Committee. The Bank has now
changed its policy, and from the 114th Term (the fiscal year ending March 2022) remuneration will be
determined by the Board of Directors without delegation to the President.
For share-based remuneration, the number of points to be granted is calculated based on the rules for
granting shares established by the Board of Directors and determined after referral to the optional
Nomination and Compensation Committee, and that decision is not delegated.
(3) Limited liability agreements
Name
Hidehiro Yamamoto
Director (Audit andSupervisory Committee
Member)Shigeru Nishii
Outside Director (Audit
and Supervisory
Committee Member)
Masako Osuna
Outside Director (Audit
and Supervisory
Committee Member)
Tadashi Onishi
Outside Director (Audit
and Supervisory
Committee Member)

Summary of terms of limited liability agreement
Agreement limiting liability under Article 427, paragraph (1) of theCompanies Act. The maximum amount of liability for damages under
the agreement equals to the total amount stated in each provision of
Article 425, paragraph (1) of the Companies Act.

Shuji Yamashita

Same as above

Same as above

Same as above

Same as above- 45 -

Outside Director (Audit
and Supervisory
Committee Member)
Takako Ishihara
Outside Director (Audit
and Supervisory
Committee Member)Same as above- 46 -

3.

Matters Related to Outside Officers(1) Concurrent positions and other status of outside Directors

Name
Shigeru Nishii
Outside Director(AuditandSupervisory
Committee
Member)
Masako Osuna
Outside Director(AuditandSupervisory
Committee
Member)Tadashi Onishi
Outside Director(AuditandSupervisory
Committee
Member)Shuji Yamashita
Outside Director(AuditandSupervisory
Committee
Member)Takako Ishihara
Outside Director(AuditandSupervisory
Committee
Member)Note:

Concurrent positions and other status
Attorney at law [Managing Partner of Nishii Law Office] (This firm has normalbanking business with the Bank, but no retainer agreement or similar
relationship.)Professor, Kanazawa Institute of Technology (This institute has normal banking
business with the Bank.)
Outside Director, Hibiya Engineering, Ltd. (This company has normal banking
business with the Bank.)
Outside Corporate Auditor, C.I. TAKIRON Corporation

Executive Officer and Deputy President, Meiji Yasuda Life Insurance
Company (This company has normal banking business with the Bank, andowns 5.56% of the Bank’s shares.)

Technical Adviser, KOMATSU LTD. (This company has transactions with the
Bank including borrowings.)

Outside Director, Takamatsu Machinery Co., Ltd. (This company has
transactions with the Bank including borrowings.)

Outside Director Takako Ishihara stepped down from her position as Part-time Auditor at Kanazawa
University as of August 31, 2020.

(2) Status of principal activities of outside Directors

Name

Shigeru
Nishii
OutsideDirector(AuditandSupervisory

TenureasDirector

1 year 9
monthsAttendance atBoard ofDirectors
meetings

Participation in Board of Directors meetings andother activities and summary of role expected ofoutside Director

Attended all
11 meetingsof the Boardof Directors
and all 12
meetings of
the Audit and

Mr. Shigeru Nishii possesses a wealth of specialized
knowledge cultivated through his activities as an
attorney at law for many years as well as his position
working as the Chairperson of Kanazawa Bar
Association. The Bank expects that he will provide
supervision of the Bank’s execution of business froman objective standpoint. He has proactively made- 47 -

Committee
Member)Supervisory
Committee

MasakoOsuna
OutsideDirector(AuditandSupervisory
Committee
Member)5 years 9
monthsAttended all
11 meetingsof the Boardof Directors
and all 12
meetings of
the Audit andSupervisory
Committee

1 year 9
monthsAttended all
11 meetingsof the Boardof Directors
and all 12
meetings of
the Audit andSupervisory
Committee

1 year 9
monthsAttended all
11 meetingsof the Boardof Directors
and all 12
meetings of
the Audit andSupervisory
Committee

1 year 9
monthsAttended all
11 meetingsof the Boardof Directors
and all 12
meetings of
the Audit andSupervisory
Committee

TadashiOnishi
OutsideDirector(AuditandSupervisory
Committee
Member)Shuji
Yamashita
OutsideDirector(AuditandSupervisory
Committee
Member)TakakoIshihara
OutsideDirector(AuditandSupervisory
Committee
Member)comments from his professional perspective at Boardof Directors and other meetings regarding thehandling of legal amendments and other matters, andhas supervised the Bank’s execution of business.
Ms. Masako Osuna possesses a wealth of specialized
knowledge cultivated through her many years ofexperience working at JETRO and her activities inJapan and overseas as a professor at the Kanazawa
Institute of Technology. The Bank expects that she
will provide supervision of the Bank’s execution ofbusiness from an objective standpoint. She has
proactively made comments from her professional
perspective at Board of Directors and other meetings
regarding overseas business strategy and othermatters, and has supervised the Bank’s execution ofbusiness.
Mr. Tadashi Onishi possesses a wealth of specialized
knowledge cultivated through his activities incorporate management that include his position as
Executive Officer and Deputy President of Meiji
Yasuda Life Insurance Company. The Bank expects
that he will provide supervision of the Bank’s
execution of business from an objective standpoint.
He has proactively made comments from his
professional perspective at Board of Directors andother meetings regarding management strategy, risk
management systems, and other matters, and has
supervised the Bank’s execution of business.
Mr. Shuji Yamashita possesses a wealth of specialized
knowledge cultivated through his activities incorporate management that include his work
experience as well as his position as Senior Executive
Officer of Komatsu Ltd. The Bank expects that hewill provide supervision of the Bank’s execution ofbusiness from an objective standpoint. He has
proactively made comments from his professional
perspective at Board of Directors and other meetings
regarding management strategy, compliance systems,
and other matters, and has supervised the Bank’s
execution of business.
Ms. Takako Ishihara possesses a wealth of specialized
knowledge cultivated through her experience
working as Superintendent of the Kanazawa City
Board of Education and her activities as outside
Director of Takamatsu Machinery Co., Ltd. The Bank
expects that she will provide supervision of theBank’s execution of business from an objective
standpoint. She has proactively made comments fromher professional perspective at Board of Directors andother meetings regarding personnel training and othermatters, and has supervised the Bank’s execution ofbusiness.

- 48 -

(3)Totalamountofremuneration, etc.

Matters related to remuneration of outside officers, etc.

Number of recipients

Remuneration, etc. fromthe Bank

5

29- 49 -(units: ¥ million)
Remuneration,etc. from theBank’s parent
company–

4.

Matters Related to Shares(1) Number ofsharesTotal number of authorized 58,250,000
sharessharesTotal number of issued
28,115,000
sharessharesNote: The number of shares is rounded down to the nearest 1,000 shares.
(2) Number of shareholders at the end of this fiscal
year(including 6,000
treasury shares)

9,238(3) Major shareholders
Name of shareholder
Custody Bank of Japan, Ltd. (trust account)
Meiji Yasuda Life Insurance Company
Nippon Life Insurance Company
The Master Trust Bank of Japan, Ltd. (trust account)
Sumitomo Life Insurance Company
Hokuriku Electric Power Company
DFA INTL SMALL CAP VALUE PORTFOLIOThe Hokkoku Bank Employee Shareholding
Association
Daido Kogyo Co., Ltd.
Sawade Corporation
Notes: 1.
2.
3.

Equity in the Bank
Number of shares, etc.
held (thousand shares)
1,620
1,564
1,311
1,271
770
669
576

Shareholding
ratio (%)
5.76
5.56
4.66
4.52
2.74
2.38
2.05

552

1.96

369
324

1.31
1.15

Number of shares, etc. held is rounded down to the nearest 1,000 shares.
The shareholding ratio is a percentage of the total after deduction of the 6,000 treasury shares androunded down to two decimal places.
The Bank has implemented a “share grant trust” as a share-based remuneration plan. The Custody Bankof Japan, Ltd. (trust account) has acquired 135,000 shares of the Bank, which are not included in treasury
shares.

(4) Status of shares granted to officers as consideration for the execution of duties in this fiscal year
Number of shares
Number of recipients
Directors (excluding Audit and Supervisory
37,727
2
Committee Members and outside Directors)
Directors who are Audit and Supervisory
Committee Members (including outside00
Directors)(5) Other material matters related to shares
Retirement of treasury shares
The Bank retired treasury shares as follows pursuant to a resolution at the Bank’s Board of Directors meeting
held on March 30, 2020:
Class and number of retired shares
995,000 shares of common stock
Date of retirement
April 6, 2020
Purchase of treasury shares
A resolution was made at the Bank’s Board of Directors meeting held on April 28, 2021 to purchase treasury
shares as follows:
Class and number of purchased shares
200,000 shares of common stock (maximum)- 50 -

Total purchase value
Purchase period¥740 million (maximum)
May 6, 2021 through July 30, 2021

- 51 -

 Financial Statements
113th Term

(as at March 31, 2021) Balance Sheet(units: ¥ million)

Item
Assets:Cash and due from banks
Cash
Due from banks
Call loans
Monetary claims bought
Trading account securities
Tradingaccount
local
government bonds
Money held in trusts
Securities
National government bonds
Local government bonds
Corporate bonds
SharesOther securities
Loans and bills discounted
Bills discounted
Loans on notes
Loans on deeds
Overdrafts
Foreign exchanges
Foreign deposits paid
Foreign bills bought
Foreign bills receivable
Other assets
Prepaid expenses
Accrued income
Financial derivatives
Cash collateral paid forfinancial instruments
Lease investment assets
Other assets
Tangible fixed assets
Buildings
Land
Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Goodwill
Other intangible fixed assets
Customers’
liabilities
foracceptances and guarantees
Reserve for possible loan losses

AmountItem
1,483,350
37,134
1,446,215
118,000
1,312
105
105
13,513
1,195,702
184,831
322,592
193,932
172,566
321,778
2,633,905
6,901
1,120
2,205,045
420,837
10,778
8,994
1,690
93
46,494
407
3,194
1,242
1,900
9,762
29,98730,34911,127
15,68427
3,510
12,182
11,81046
326
17,345(52,559)- 52 -

Liabilities:
Deposits
Current account deposits
Ordinary deposits
Savings deposits
Call deposits
Term deposits
Other deposits
Negotiablecertificatesof
depositCall money
Guarantee deposit received
under
securities
lendingtransactions
Borrowed money
Borrowings
Foreign exchanges
Foreign bills soldBonds payable
Borrowed money from trust
account
Other liabilities
Income taxes payable
Accrued expenses
Unearned revenue
Financial derivatives
Cash collateral received forfinancial instruments
Asset retirement obligations
Other liabilities
Reserve for bonuses
Reserve for retirement benefits
Reserve for management board
benefit trust
Reserve for reimbursement ofdeposits
Reserve for customer service
pointsDeferred tax liabilities
Deferred tax liabilities for land
revaluation
Acceptances and guarantees
Total liabilities
Net assets:
Stated capital
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for reduction entry
General reserve

Amount3,976,489
238,144
2,357,134
14,663
6,891
1,272,319
87,33775,557
718,694
230,366

135,998
135,998
2
2
20,000145
38,931
3,032
849
1,099
3,796
39
306
29,805
757
9,452
460
172
276
14,584
1,473
17,3455,240,709
26,673
11,28911,289168,092
20,751
147,340
365
100,900

Total assets

Retained earnings brought
forwardTreasury shares
Total shareholders' equity
Net unrealized gains onavailable-for-sale securities
Net deferred losses on hedging
instruments
Land revaluation surplus
Total valuation and translation
adjustments
Total net assets
Total liabilities and net assets

5,510,480- 53 -

46,075(663)
205,392
62,110(3)
2,272
64,378
269,771
5,510,480

113th Term(April 1, 2020 through March 31, 2021)

Statement of Income(units: ¥ million)

Item

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans
Interest on deposits paid
Other interest income
Trust fees
Fees and commissions
Fund transfer fees received
Other fees and commissions
Other operating income
Foreign exchange trading income
Securities trading income
Gain on sale of national government
bonds
Income from financial derivatives
Other operating income
Other ordinary income
Gain on loan losses recovered
Gain on sale of equity
Gain on investments in money heldin trust
Other ordinary income
Ordinary expenses
Interest expenses
Interest on deposits received
Interest on negotiable certificates ofdepositInterest on call money
Interest on securities lendingtransactions
Interest on borrowings
Interest on bonds
Interest on interest rate swaps
Other interest expenses
Fees and commissions
Fund transfer fees paid
Other fees and commissions
Other operating expenses
Loss on sale of national government
bonds
Loss on reimbursement of national
government bonds
Other operating expenses
General and administrative expenses
Other expenses
Provision for reserve for possible
loan losses
Amortization of loans and discounts
Loss on sale of equity
Amortization of equity
Other ordinary expenses
Ordinary profit
Extraordinary profit
Gain on disposal of fixed assets

68,41434,79925,090
9,204
6
484
13
0
9,341
2,857
6,484
6,593
266
0
3,373
8
2,945
17,68072
16,338110
1,158
57,131
540
219
4
26
84
0
69
132
1
3,604
555
3,048
7,862
4,739
859
2,263
30,11315,01011,308
16
2,776
322
586
11,2831
0- 54 -

Gain on reversal of asset retirement
obligations
Extraordinary loss
Loss on disposal of fixed assets
Impairment loss
Current net income before income taxes
Income taxes - current
Income taxes - deferred
Income taxes - total
Current net income

1
898
248
650
10,385
5,588(1,156)
4,431
5,954

- 55 -

 Consolidated Financial Statements
Consolidated Balance Sheet
Item
Assets:Cash and due from banks
Call loans and bills bought
Monetary claims bought
Trading account securities
Money held in trusts
Securities
Loans and bills discounted
Foreign exchanges
Lease
receivables
andinvestment assets
Other assets
Tangible fixed assets
Buildings
Land
Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Other intangible fixed assets
Deferred tax assets
Customers’
liabilities
foracceptances and guarantees
Reserve for possible loan losses

Total assets(as at March 31, 2021)
AmountItem
Liabilities:

1,483,423
118,000
3,096
105
13,513
1,198,610
2,614,865
10,77835,84639,342
31,428
11,142
15,68427
4,573
12,108
11,778330
197
17,345(54,148)

5,524,513- 56 -

Deposits
Negotiablecertificatesof
depositCall money and bills sold
Guarantee deposit received
under
securities
lendingtransactions
Borrowed money
Foreign exchanges
Bonds payable
Borrowed money from trust
account
Other liabilities
Reserve for bonuses
Reserve for retirement benefits
Reservefordirectors’
retirement benefits
Reserve for management board
benefit trust
Reserve for reimbursement ofdeposits
Reserve for loss on refund ofinterest
Reserve for customer service
pointsDeferred tax liabilities
Deferred tax liabilities for land
revaluation
Acceptances and guarantees
Total liabilities
Net assets:
Stated capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
Net unrealized gains onavailable-for-sale securities
Net deferred losses on hedging
instruments
Land revaluation surplus
Remeasurements of defined
benefit plans
Total
cumulativeothercomprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets(units: ¥ million)
Amount3,969,004
69,707
718,694
230,366

136,3462
20,000145
45,638773
13,040
31
460
172
33
324
14,681
1,473
17,3455,238,244
26,673
13,053
176,013(663)
215,077
63,560(3)
2,272(2,443)63,385
7,806
286,269
5,524,513

Consolidated Statement of Income(April 1, 2020 through March 31, 2021)(units: ¥ million)

Item
Ordinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans and bills boughtInterest on deposits paid
Other interest income
Trust fees
Fees and commissions
Other operating income
Other ordinary income
Gain on loan losses recovered
Other ordinary income
Ordinary expenses
Interest expenses
Interest on deposits received
Interest on negotiable certificates ofdepositInterest on call money and bills soldInterest on securities lendingtransactions
Interest on borrowings
Interest on bonds
Other interest expenses
Fees and commissions
Other operating expenses
General and administrative expenses
Other expenses
Provision for reserve for possible
loan losses
Other ordinary expenses
Ordinary profit
Extraordinary profit
Gain on disposal of fixed assets
Gain on reversal of asset retirement
obligations
Other
Extraordinary losses
Loss on disposal of fixed assets
Impairment loss
Current net income before income tax
adjustment
Income taxes - current
Income taxes - deferred
Income taxes - total
Current net income
Current net income attributable to noncontrolling interests
Current net income attributable toowners of parent

Amount79,09834,88225,091
9,286
6
484
13
0
10,13015,835
18,249595
17,653
66,207
542
219
3
26
84
3
69
134
3,547
16,10831,261
14,746
11,007
3,738
12,890
1
0
1
0
899
248
650
11,993
6,052(1,136)
4,916
7,076
324
6,752

- 57 -

 Audit Report
Transcript of audit report by financial auditor
Audit Report by Independent Auditor
May 13, 2021
Attention: Board of Directors
The Hokkoku Bank, Ltd.
Ernst & Young ShinNihon LLC
Tokyo Office
Designated Limited Liability
Partner and Engagement
Partner
Designated Limited Liability
Partner and Engagement
Partner
Designated Limited Liability
Partner and Engagement
Partner

CertifiedPublicAccountant
CertifiedPublicAccountant
CertifiedPublicAccountant

Masashi Nezu

[seal]

Hiroyuki Ikeda[seal]

Tetsuro Tone

[seal]

Audit Opinion
We have audited the financial statements of The Hokkoku Bank, Ltd. for the 113th Term (April 1, 2020 throughMarch 31, 2021), which comprise the balance sheet, the statements of income, statement of changes in equity,material accounting policy, other explanatory notes, and annexed detailed statements to the financial statements (the“Financial Statements”), pursuant to the provisions of Article 436, paragraph (2), item (1) of the Companies Act ofJapan.
In our opinion, the Financial Statements present fairly, in all material respects, the assets, income, and losses of thecompany for the relevant period in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are described in the Auditor’s Responsibilities for the Audit of Financial Statements section below.
We are independent of the company in accordance with the professional ethics requirements in Japan, and we havefulfilled our other ethical responsibilities as an auditor. We have determined that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance withaccounting principles generally accepted in Japan, and for implementing and operating internal control as
management determines is necessary to enable the preparation of Financial Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is responsible for assessing the company’s ability to continue asa going concern and disclosing, as required by accounting principles generally accepted in Japan, matters related toa going concern.
The Audit and Supervisory Committee is responsible for overseeing the performance of duties by Directors inconnection with the implementation and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of Financial Statements
Our responsibility as auditor is to obtain reasonable assurance through the audit about whether the Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent
auditor’s report that includes our opinion on the Financial Statements. Misstatements can arise from fraud or error- 58 -

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence thedecisions of users taken on the basis of the Financial Statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:•
Identify and assess the risks of material misstatement in the Financial Statements, whether due to fraud or error,
and design and perform audit procedures responsive to those risks. The selection and application of the audit
procedures are decided by the auditor. We then obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion.
•
Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the Financial Statements is not to
express an opinion on the effectiveness of the company’s internal control.
•
Evaluate the appropriateness of accounting policies used by management and their application, and thereasonableness of accounting estimates and related disclosures made by management.
•
Come to a conclusion on the appropriateness of management’s use of the going concern basis of accounting toprepare the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the company’s ability to continue as agoing concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures,and whether the Financial Statements represent the underlying transactions and events in a manner that achieves
fair presentation in accordance with accounting principles generally accepted in Japan.
We report to the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the professional
ethics requirements regarding independence in Japan, and communicate with them all relationships and other mattersthat may reasonably be thought to bear on our independence, and where applicable, related safeguards to remove or
reduce obstructions.
Disclosure of Interests
We and our engagement partners do not have any interest in the company that is required to be disclosed pursuant to
the provisions of the Certified Public Accountants Act of Japan.
END- 59 -

Transcript of audit report of consolidated financial statements by financial auditor
Audit Report by Independent Auditor
May 13, 2021
Attention: Board of Directors
The Hokkoku Bank, Ltd.
Ernst & Young ShinNihon LLC
Tokyo Office
Designated Limited Liability
Partner and Engagement
Partner
Designated Limited Liability
Partner and Engagement
Partner
Designated Limited Liability
Partner and Engagement
Partner

CertifiedPublicAccountant
CertifiedPublicAccountant
CertifiedPublicAccountant

Masashi Nezu

[seal]

Hiroyuki Ikeda[seal]

Tetsuro Tone

[seal]

Audit Opinion
We have audited the consolidated financial statements of The Hokkoku Bank, Ltd. for the consolidated financial year
from April 1, 2020 through March 31, 2021, which comprise the consolidated balance sheet, consolidated statements
of income, consolidated statement of changes in equity, material matters that form the basis for the preparation of theconsolidated financial statements, and other explanatory notes to the consolidated financial statements, pursuant to
the provisions of Article 444, paragraph (4) of the Companies Act of Japan.
In our opinion, the consolidated financial statements present fairly, in all material respects, the assets, income, andlosses of the corporate group comprising The Hokkoku Bank, Ltd. and its consolidated subsidiaries for the relevant
period in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are described in the Auditor’s Responsibilities for the Audit of Consolidated Financial Statements
section below. We are independent of the company and its subsidiaries in accordance with the professional ethics
requirements in Japan, and we have fulfilled our other ethical responsibilities as an auditor. We have determined thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for implementing and operating internal
control as management determines is necessary to enable the preparation of consolidated financial statements thatare free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the company’s ability tocontinue as a going concern and disclosing, as required by accounting principles generally accepted in Japan, mattersrelated to a going concern.
The Audit and Supervisory Committee is responsible for overseeing the performance of duties by Directors inconnection with the implementation and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of Consolidated Financial Statements
Our responsibility as auditor is to obtain reasonable assurance through the audit about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
independent auditor’s report that includes our opinion on the consolidated financial statements. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the decisions of users taken on the basis of the consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:- 60 -

•

Identify and assess the risks of material misstatement in the consolidated financial statements, whether due tofraud or error, and design and perform audit procedures responsive to those risks. The selection and applicationof the audit procedures are decided by the auditor. We then obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
•
Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the consolidated financial statements
is not to express an opinion on the effectiveness of the company’s internal control.
•
Evaluate the appropriateness of accounting policies used by management and their application, and thereasonableness of accounting estimates and related disclosures made by management.
•
Come to a conclusion on the appropriateness of management’s use of the going concern basis of accounting toprepare the consolidated financial statements and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the company to cease to continue as agoing concern.
•
Evaluate the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation in accordance with accounting principles generally accepted in Japan.
•
Obtain sufficient, appropriate audit evidence regarding the financial information of the company and its
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision, and performance of the audit of the consolidated financial statements. We remain solely responsible
for our audit opinion.
We report to the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the professional
ethics requirements regarding independence in Japan, and communicate with them all relationships and other mattersthat may reasonably be thought to bear on our independence, and where applicable, related safeguards to remove or
reduce obstructions.
Disclosure of Interests
We and our designated engagement partners do not have any interest in the company or its consolidated subsidiarycompanies that is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
END- 61 -

Transcript of audit report by the Audit and Supervisory Committee
Audit Report
The following is a report on the methods and results of the Audit and Supervisory Committee’s audit of theperformance of duties by Directors in the 113th Term (April 1, 2020 through March 31, 2021).
1. Method and details of audit
The Audit and Supervisory Committee received periodic reports from Directors, employees, etc. regarding thecontent of the Board of Directors resolution related to Article 399-13. paragraph (1), item (1)(b) and (c) of theCompanies Act and the structure and operation of the system established pursuant to that resolution (the internal
control system), requested explanations as necessary, expressed opinions, and conducted its audit by the following
method.
(i) Attended material meetings including the Board of Directors and strategic meetings, received reports from
Directors and employees, etc. regarding matters with respect to their performance of duties, requested
explanations as necessary, viewed the minutes and approval documents of material meetings, andinvestigated the status of the business and assets of the head office and major sales offices based on the Audit
and Supervisory Committee standards established by the Audit and Supervisory Committee and pursuant tothe audit policy and division of duties, in collaboration with the Bank’s Audit Department and Internal
Control Department. With respect to subsidiaries, came to a mutual understanding and exchanged
information with Directors of subsidiaries and received reports on business from subsidiaries as necessary.
(ii) Supervised and monitored whether the financial auditor remains independent and is conducting its audit
fairly, received reports from the financial auditor regarding its performance of duties and requested
explanations as necessary. Received a notice from the financial auditor to the effect that “systems for
ensuring that the performance of the duties of financial auditors is being carried out correctly” (mattersspecified in each item of Article 131 of the Rules of Corporate Accounting) are established in accordancewith the “standards for audit quality control” (Business Accounting Council of October 28, 2005), andrequested explanations as necessary.
Based on the above method, the Audit and Supervisory Committee examined the business report and annexed detailed
statement, financial statements (i.e., the balance sheet, statement of income, and statement of changes in equity) andannexed detailed statement, and the consolidated financial statements (consolidated balance sheet, consolidated
statement of income, and consolidated statement of changes in equity) for this fiscal year.
2. Results of audit(1) Results of audit of the business report, etc.
(i) In our opinion, the business report and the annexed detailed statement comply with laws and ordinances
and the articles of incorporation and accurately reflect the situation of the company.
(ii) In our opinion, there has been no material misconduct or breach of laws and regulations or the articles ofincorporation by a Director in the course of performing duties.
(iii) In our opinion, the content of the resolutions of the Board of Directors related to the internal control
system is appropriate, and there are no matters requiring comment with respect to the statements in thebusiness report and the Directors’ performance of duties related to the internal control system.
(2) Results of auditing the financial statements and annexed detailed statement
In our opinion, the method and results of the audit conducted by Ernst & Young ShinNihon LLC are
appropriate.
(3) Results of audit of consolidated financial statements
In our opinion, the method and results of the audit conducted by Ernst & Young ShinNihon LLC are
appropriate.
May 14, 2021
The Hokkoku Bank, Ltd. Audit and Supervisory Committee
Full-time Audit andSupervisory Committee
Hidehiro Yamamoto
MemberAudit and Supervisory
Shigeru Nishii
Committee Member- 62 -

Audit and Supervisory
Committee Member
Audit and Supervisory
Committee Member
Audit and Supervisory
Committee Member
Audit and Supervisory
Committee Member

Masako Osuna
Tadashi Onishi
Shuji Yamashita
Takako Ishihara

Note: Audit and Supervisory Committee Members Shigeru Nishii, Masako Osuna, Tadashi Onishi, Shuji Yamashita,
and Takako Ishihara are outside Directors defined in Article 2, item (15) and Article 331, paragraph (6) of
the Companies Act.
END

- 63 -

Map of Shareholder Meeting Venue
Venue

Main Hall, 3F, Head Office of the Bank

(Reception is scheduled to commence
at 9:00 a.m. on the day of the meeting)

2-12-6 Hirooka, Kanazawa-shi Tel: 076-263-1111* Parking is limited, so please use public transport where possible.
There is an underground walkway between the head office and Kanazawa Station’s Kanazawa Port Gate (the exit
labeled “Hirooka 2-chome District Gate”).

- 64 -