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

Securities code: 8524
Date of sending by postal mail: June 4, 2024
Start date of measures for electronic provision: May 28, 2024
To our shareholders:
Hironobu Tsuyama
Director and President
North Pacific Bank, Ltd.
7, Odori Nishi 3-chome, Chuo-ku, Sapporo, Hokkaido

NOTICE OF THE 168TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 168th Ordinary General Meeting of Shareholders of North Pacific Bank, Ltd. (the“Bank”), which will be held as described below. In convening this General Meeting of Shareholders, the Bank hastaken measures to provide electronically the information contained in Reference Documents for the General Meetingof Shareholders, etc. (matters for which electronic provision measures are taken), and has posted the information on
the Bank’s website, etc. Please access the websites by using the Internet address shown below to review the
information.
The Bank’s website:
https://www.hokuyobank.co.jp/ir/shareholder/meeting.html (in Japanese)
In addition to posting matters for which electronic provision measures are taken on the website above, the Bank also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter
website, access the TSE website (Listed Company Search) by using the Internet address shown below, enter “North
Pacific Bank, Ltd.” in the “issue name (company name)” or “8524” in the “securities code,” and click “Search,” andthen click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/8524/teiji/ (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc., or bypostal mail. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m., Tuesday, June 25, 2024 (JST).
Regarding the exercise of your voting rights, please refer to “Instructions on Exercising Voting Rights” on the nextpage.
1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Banquet room “Hou-ou (鳳凰),” 2nd floor, Hotel Sapporo Garden Palace
3-1, Kita 1-jyo Nishi 6-chome, Chuo-ku, Sapporo, Hokkaido, Japan
3. Purposes:
Items to be reported:
1. Business Report and Non-Consolidated Financial Statements for the 168th Term (from April 1, 2023 toMarch 31, 2024)
2. Consolidated Financial Statements for the 168th Term (from April 1, 2023 to March 31, 2024) and the resultsof audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board
-1-

Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Amendments to the Articles of Incorporation
Proposal 3:
Election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 4:
Election of four (4) Directors who are Audit and Supervisory Committee Members
Proposal 5:
Setting remuneration amounts for Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 6:
Setting remuneration amounts for Directors who are Audit and Supervisory Committee
Members
Proposal 7:
Partial revision to remuneration, etc., amounts and contents related to the performancelinked share remuneration system for Directors (excluding Directors who are Audit andSupervisory Committee Members and External Directors)
4. Instructions on Exercising Voting Rights(1) If attending the meeting in person, please present your voting form at the reception desk.
(2) If you exercise your voting rights in writing (by postal mail) and your voting form does not indicate yourapproval or disapproval for the proposals, you will be deemed to have indicated approval.
(3) If you exercise your voting rights in duplicate by voting form and via the Internet, etc., the voting rights
exercised via the Internet, etc., shall be deemed valid. If you exercise your voting rights multiple times via
the Internet, etc., the last exercise of voting rights shall be deemed valid.
(4) If you wish to make a diverse exercise of your voting rights, please notify the Bank in writing of yourintention to do so and the reasons thereof at least three (3) days prior to the date of the ordinary general
meeting of shareholders.
(5) In the case of attendance by proxy, please present your voting form and a letter of proxy at the reception
desk. The qualified proxy is limited to one shareholder having voting rights for this general meeting.
--

Paper-based documents stating matters for which electronic provision measures are taken are sent to shareholders who have requested
the delivery of paper-based documents, however those documents do not include the following matters in accordance with theprovisions of laws and regulations and Article 16, paragraph 2 of the Bank’s Articles of Incorporation.
(i) “Systems to ensure operational appropriateness” in the Business Report(ii) “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” in the NonConsolidated Financial Statements(iii) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements
Accordingly, the Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements included in thepaper-based documents are part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board in preparing
their respective Audit Reports.
If revisions to the matters for which electronic provision measures are taken arise, a notice of the changes and the details of thematters before and after the revisions will be posted on the Bank’s aforementioned website, the TSE website, and the website forposted informational materials for the general meeting of shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of surplus

The Bank’s basic policy is to provide a comprehensive return of profits to shareholders through the performancelinked dividend system which includes stable dividend payments, and repurchase of treasury shares, etc., taking into
consideration such factors as trends in the capital adequacy ratio and performance and changes in the businessenvironment from the perspective of ensuring sound management in view of the public nature of the banking business.
Under this policy, the Bank proposes the year-end dividend of surplus for the fiscal year ended March 31, 2024 as
follows.
(1)
(2)

(3)

Type of dividend property
Cash
Allocation of dividend property and total amount thereof to shareholders
5.0 yen per common share of the Bank
Total amount of dividends: 1,930,540,555 yen
Effective date of distribution of dividends of surplus
Common share of the Bank: June 27, 2024

As a result, the annual dividend for the fiscal year ended March 31, 2024 will be 10.0 yen per common share including
the interim dividend of 5.0 yen per common share, as stated in the dividend forecast announced on May 15, 2023.
Regarding dividends starting in fiscal 2024 (fiscal year ending March 31, 2025), while maintaining a stable dividend,
dividend policy will be integrated with the dividend payout ratio for a system that is easier to understand forshareholders. In addition, we will target a total return ratio* of 50% and work to further enhance profit returns toshareholders by flexibly and agilely repurchasing treasury shares.
*Total return ratio = (total annual dividend + total treasury shares repurchased) / profit attributable to shareholdersof parent<Changes in shareholder returns policy>
Item
Ordinary dividend
Performance-linked dividend
BeforechangeRepurchase of treasury shares

Item
Ordinary dividend
AfterchangePerformance-linked dividend
Repurchase of treasury shares

Contents
We intend to pay an annual dividend of 10 yen per common share in order to be able
to pay stable dividends.
When the profit attributable to shareholders of parent for the entire fiscal year ismore than 15 billion yen, we intend to aim for a payment of 30% of the amount over
15 billion yen.
After the amount of the year-end dividend, which is an item to be resolved in the
Ordinary General Meeting of Shareholders, is approved by the Board of Directors,
the Bank is planning to purchase its own shares to make the total amount of theannual dividends and treasury shares 40% of the profit attributable to shareholders ofparent. If the annual dividend amount exceeds 40% of the profit attributable toshareholders of parent, the Bank will not purchase its own shares.
Contents
Dividend payout ratio of 30% or higher while maintaining an annual dividend of 10
yen per share to be able to pay stable dividends.
- (Abolished)
While considering capital adequacy ratio levels, performance forecasts, and theexternal environment, the total amount of annual dividends and repurchased treasury
shares shall target 50% of the profit attributable to shareholders of parent, andtreasury shares shall be repurchased with flexibility and agility.

-3-

Proposal 2:

Amendments to the Articles of Incorporation

1. Reasons for the amendment(1) The Bank proposes changing to a Company with Audit and Supervisory Committee to further strengthen
corporate governance and to work for sustained growth and to raise corporate value over the medium- tolong-term.
Accordingly, the Bank’s Articles of Incorporation are to be amended to establish new provisions related to
the Audit and Supervisory Committee and Directors who are Audit and Supervisory Committee Members
and to delete provisions on the Audit & Supervisory Board and Audit & Supervisory Board Members. In
addition, a Company with Audit and Supervisory Committee can stipulate in its Articles of Incorporationthat important decisions on business execution be delegated to the Board of Directors in part or in full, so
the new provisions are needed to make it possible to further expedite managerial decision-making andbusiness execution.
(2) For an agile capital policy and dividend policy, provisions are to be changed so that it becomes possible
for the Board of Directors to make resolutions on dividends of surplus, etc., as stipulated in Article 459,
Paragraph 1 of the Companies Act. Provisions will not be established in the Articles of Incorporation basedon Article 460, Paragraph 1 of the Companies Act (Restrictions on Rights of Shareholders), so dividendsof surplus, etc., made by resolution of the Ordinary General Meeting of Shareholders will not be eliminated.
(3) Further, necessary changes are to be made such as revisions to original terms in relation to theaforementioned changes.
2. Details of amendment
The details of amendments are as follows.
This amendment to the Articles of Incorporation will become effective at the close of this General Meeting of
Shareholders.
Current Articles of Incorporation
Chapter I
General Provisions
Article 1 to Article 4 <text omitted>(Underlined parts are amended.)
Proposed Amendment
Chapter I
General Provisions
Article 1 to Article 4 <as currently written>

Chapter II
Stock
Article 5 to Article 9 <text omitted>

Chapter II
Stock
Article 5 to Article 9 <as currently written>(Shareholder Register Administrator)
Article 10(1) The Bank shall have a shareholder register administrator.
(2) The shareholder register administrator and place whereadministration is handled shall be stipulated by resolutionof the Board of Directors and notified publicly.

(Shareholder Register Administrator)
Article 10(1) The Bank shall have a shareholder register administrator.
(2) The shareholder register administrator and place whereadministration is handled shall be stipulated by resolutionof the Board of Directors or by a Director delegated byresolution of the Board of Directors and notified publicly.
(3) The creation and keeping of the Bank’s shareholder(3) The creation and keeping of the Bank’s shareholder
register and share option register and other share-related
register and share option register and other share-related
administration shall be handled by the shareholder register
administration shall be handled by the shareholder register
administrator and shall not be handled by the Bank.
administrator and shall not be handled by the Bank.

(Share Handling Rules)
Article 11
The Bank’s procedures for exercising stockholder’s rights andother handling related to shares and share acquisition rights
shall accord with the law, regulations, Articles of Incorporationand share handling rules stipulated by the Board of Directors.

(Share Handling Rules)
Article 11
The Bank’s procedures for exercising stockholder’s rights andother handling related to shares and share acquisition rights
shall accord with the law, regulations, Articles of Incorporationand share handling rules stipulated by the Board of Directors or
a Director delegated by resolution of the Board of Directors.

Article 12 <text omitted>

Article 12 <as currently written>-4-Chapter III
General Meeting of Shareholders
Article 13 to Article 19 <text omitted>
Article 20

Chapter III
General Meeting of Shareholders
Article 13 to Article 19 <as currently written>

Deleted<Deleted>

Chapter IV
Directors and Board of Directors(Number of Members)
Article 21
The Bank’s Board of Directors shall have no more than 14
members.

Chapter IV
Directors and Board of Directors(Number of Members)
Article 20(1) The Bank shall have no more than seven (7) Directors(excluding Directors who are Audit and Supervisory
Committee Members (hereinafter referred to as “Audit andSupervisory Committee Members”)).
(2) The Bank’s Audit and Supervisory Committee shall haveno more than six (6) members.

<New>(Election)
Article 22(1) The Bank’s Directors shall be elected by resolution of theGeneral Meeting of Shareholders.

(2) The election resolution referred to in the preceding
paragraph shall take place by a majority vote ofshareholders with at least one-third of the voting rights ofshareholders capable of exercising them in attendance.
(3) Resolutions on the election of Directors shall not be by
cumulative voting.
(Term of Office)
Article 23
The term of office of Directors shall be until the close of the
final General Meeting of Shareholders held within the fiscal
year that ends within one year of election.
<New>

<New>

<New>

Article 24 <text omitted>(Election)
Article 21(1) The Bank’s Directors shall be divided between Audit andSupervisory Committee Members and other Directors andshall be elected by resolution of the General Meeting of
Shareholders.
(2) The election resolution referred to in the preceding
paragraph shall take place by a majority vote ofshareholders with at least one-third of the voting rights ofshareholders capable of exercising them in attendance.
(3) Resolutions on the election of Directors shall not be by
cumulative voting.
(Term of Office)
Article 22(1) The term of office of Directors (excluding Audit andSupervisory Committee Members) shall be until the closeof the final General Meeting of Shareholders held within
the fiscal year that ends within one year of election.
(2) The term of office of Audit and Supervisory Committee
Members shall be until the close of the final General
Meeting of Shareholders held within the fiscal year that
ends within two years of election.
(3) The term of office of an Audit and Supervisory Committee
Member appointed as a substitute for an Audit andSupervisory Committee Member that stepped down before
the end of the term shall be until the end of the term of the
Audit and Supervisory Committee Member that stepped
down.
(4) The effectiveness of the election of an Audit andSupervisory Committee Member appointed as a substituteunder Article 329, Paragraph 3 of the Companies Act shallbe until the close of the final General Meeting of
Shareholders held within the fiscal year that ends within
two years of election.
Article 23 <as currently written>-5-

(Executive Directors)
Article 25
The Board of Directors, by resolution, may select from among
Directors one Director and President or one Director andChairman and one Director and Deputy Chairman and may
select a small number of Directors and Deputy Presidents,
Senior Managing Directors and Managing Directors.

(Executive Directors)
Article 24
The Board of Directors, by resolution, may select from among
Directors (excluding Audit and Supervisory Committee
Members) one Director and President or one Director andChairman and one Director and Deputy Chairman and may
select a small number of Directors and Deputy Presidents,
Senior Managing Directors and Managing Directors.

Article 26 <text omitted>

Article 25 <as currently written>(Remuneration, etc., for Directors)
Article 27
Director remuneration, bonuses, and other financial benefits
received from the Bank as compensation for rendering duties(hereinafter referred to as “Remuneration, etc.”) shall bedecided by resolution of the General Meeting of Shareholders.

(Remuneration, etc., for Directors)
Article 26
Director remuneration, bonuses, and other financial benefits
received from the Bank as compensation for rendering duties
shall have the distinction made between Audit and Supervisory
Committee Members and other Directors and be decided byresolution of the General Meeting of Shareholders.

Article 28 <text omitted>(Convocation Notice for the Board of Directors)

Article 27 <as currently written>(Convocation Notice for the Board of Directors)

Article 29(1) When meetings of the Board of Directors are convened,
Directors and Audit & Supervisory Board Members shallbe notified three days in advance of the meeting.
However, this period may be shortened when matters areurgent.
(2) Meetings of the Board of Directors may be held without
following convocation procedures when there isagreement among all Directors and Audit & Supervisory
Board Members.

Article 28(1) When meetings of the Board of Directors are convened,
Directors shall be notified three days in advance of themeeting. However, this period may be shortened whenmatters are urgent.

Article 30 <text omitted>

Article 29 <as currently written>(2) Meetings of the Board of Directors may be held without
following convocation procedures when there isagreement among all Directors.

(Method of Resolutions)(Method of Resolutions)
Article 31
Article 30(1) Resolutions by the Board of Directors shall be made by(1) Resolutions by the Board of Directors shall be made bymajority vote when a majority of Directors that canmajority vote when a majority of Directors that canparticipate in the vote are in attendance, except in cases
participate in the vote are in attendance, except in cases
otherwise stipulated by law.
otherwise stipulated by law.
(2) Regarding resolutions by the Board of Directors, when(2) Regarding resolutions by the Board of Directors, whenagreement is expressed in writing by all Directors (limited
agreement is expressed in writing or by electronic means
to those Directors capable of participating in the vote), theby all Directors (limited to those Directors capable ofBank shall regard a resolution of the Board of Directors as
participating in the vote), the Bank shall regard ahaving been made approving the matter in question.
resolution of the Board of Directors as having been madeHowever, this does not apply when an Audit &approving the matter in question.
Supervisory Board Member has made an objection to theresolution in question.
<New>(Delegation of Decisions on Important Business Execution to
Directors)
Article 31
In accordance with the provisions of Article 399-13, Paragraph
6 of the Companies Act, the Bank may delegate decisions onimportant business execution (excluding matters enumerated in
Paragraph 5 of the same article) in part or in full to Directors by
resolution of the Board of Directors.

-6-

(Board of Director Meeting Minutes)
Article 32
Minutes to meetings of the Board of Directors shall be createdin accordance with the law and signed or stamped by Directors
and Audit & Supervisory Board Members in attendance.

(Board of Director Meeting Minutes)
Article 32
Minutes to meetings of the Board of Directors shall be createdin accordance with the law and signed or stamped orelectronically signed by Directors in attendance.

Article 33 <text omitted>

Article 33 <as currently written>

Chapter V
Audit & Supervisory Board Members and the Audit &Supervisory Board(Establishment of Audit & Supervisory Board Members and the
Audit & Supervisory Board)
Article 34
The Bank shall appoint Audit & Supervisory Board Members
and establish the Audit & Supervisory Board.

Chapter V
Audit and Supervisory Committee(Establishment of an Audit and Supervisory Committee)
Article 34
The Bank shall establish the Audit and Supervisory Committee.

(Number of Members)
Article 35
The Bank shall have no more than five (5) Audit & Supervisory
Board Members.

<Deleted>(Election)
Article 36(1) The Bank’s Audit & Supervisory Board Members shall beelected by resolution of the General Meeting of
Shareholders.
(2) The election resolution referred to in the preceding
paragraph shall take place by a majority vote ofshareholders with at least one-third of the voting rights ofshareholders capable of exercising them in attendance.

<Deleted>(Term of Office)
Article 37(1) The term of office of Audit & Supervisory Board
Members shall be until the close of the final General
Meeting of Shareholders held within the fiscal year that
ends within four years of election.
(2) The term of office of Audit & Supervisory Board
Members selected as substitute shall be until the end of theterm of office of the Audit & Supervisory Board Membersthat stepped down.
(Standing Audit & Supervisory Board Members)
Article 38
The Audit & Supervisory Board shall select standing Audit &Supervisory Board Members from among Audit & Supervisory
Board Members.

<Deleted>(Standing Audit and Supervisory Committee Members)
Article 35
The Audit and Supervisory Committee may select standing
Audit and Supervisory Committee Members from among Audit
and Supervisory Committee Members by resolution.

(Audit & Supervisory Board Members remuneration)
Article 39
Remuneration, etc., for Audit & Supervisory Board Members
shall be determined by resolution of the General Meeting of
Shareholders.

<Deleted>-7-

(Convocation of Audit & Supervisory Board Meetings)
Article 40(1) When meetings of the Audit & Supervisory Board areconvened, Audit & Supervisory Board Members shall be
notified three days in advance of the meeting. However,this period may be shortened when matters are urgent.

(Convocation of Audit and Supervisory Committee Meetings)
Article 36(1) When meetings of the Audit and Supervisory Committee
are convened, Audit and Supervisory Committee Members
shall be notified three days in advance of the meeting.
However, this period may be shortened when matters areurgent.
(2) Meetings of the Audit and Supervisory Committee may beheld without following convocation procedures when
there is agreement among all Audit and Supervisory
Committee Members.

(2) Meetings of the Audit & Supervisory Board may be held
without following convocation procedures when there isagreement among all Audit & Supervisory Board
Members.

(Administration)(Rules of the Audit and Supervisory Committee)
Article 41
Article 37
Administration of the Audit & Supervisory Board shall accord
Matters related to the Audit and Supervisory Committee shallwith the law, regulations, Articles of Incorporation and the rules accord with the law, regulations, Articles of Incorporation andof the Audit & Supervisory Board stipulated by the Audit &the rules of the Audit and Supervisory Committee stipulated bySupervisory Board.
the Audit and Supervisory Committee.
(Method of Resolutions)
Article 42
Resolutions by the Audit & Supervisory Board shall be bymajority vote of Audit & Supervisory Board Members unlessotherwise stipulated by law.

(Method of Resolutions)
Article 38
Resolutions by the Audit and Supervisory Committee shall be
by majority vote when a majority of Audit and Supervisory
Committee Members are in attendance unless otherwise
stipulated by law.

(Audit & Supervisory Board Meeting Minutes)(Audit and Supervisory Committee Meeting Minutes)
Article 43
Article 39
Minutes to meetings of the Audit & Supervisory Board shall be
Minutes to meetings of the Audit and Supervisory Committee
created in accordance with the law and signed or stamped byshall be created in accordance with the law and signed or
Audit & Supervisory Board Members in attendance.
stamped, or electronically signed, by Audit and Supervisory
Committee Members in attendance.
(Liability Exemption for External Audit & Supervisory Board
Members)
Article 44
The Bank may enter into agreements with External Audit &Supervisory Board Members limiting liability under Article
423, Paragraph 1 of the Companies Act in accordance with
Article 427, Paragraph 1 of the act. However, the upper limit ofliability based on the agreement is the higher of either the predetermined amount of 10.00 million yen or higher or theamount established by law.

<Deleted>

Chapter VI
Financial Auditor
Article 45 to Article 47 <text omitted>

Chapter VI
Financial Auditor
Article 40 to Article 42 <as currently written>(Remuneration, etc.)
Article 48
Remuneration, etc., for the Financial Auditor shall be
determined by the Representative Director upon approval by
the Audit & Supervisory Board.

(Remuneration, etc.)
Article 43
Remuneration, etc., for the Financial Auditor shall be
determined by the Representative Director upon approval by
the Audit and Supervisory Committee.

Chapter VII
Calculations
Article 49 <text omitted>

Chapter VII
Calculations
Article 44 <as currently written>-8-

(Allocation of Surplus)(Allocation of Surplus)
Article 50
Article 45
The Bank’s surplus shall be allocated by resolution of theUnless otherwise stipulated by law, the Bank may decide on
General Meeting of Shareholders unless otherwise stipulated by matters enumerated in Article 459, Paragraph 1 of thelaw.
Companies Act by resolution of the Board of Directors.
(Appropriation of Surplus)
Article 51
The Bank’s dividend of surplus shall be made to shareholders
or registered pledgees recorded or listed in the final register ofshareholders as of March 31 of each year.
<New>

<New>

(Appropriation of Surplus)
Article 46(1) The Bank’s year-end dividend of surplus shall be made toshareholders or registered pledgees recorded or listed in
the final register of shareholders as of March 31 of eachyear.
(2) The Bank’s interim dividend of surplus may be made toshareholders or registered pledgees recorded or listed in
the final register of shareholders as of September 30 ofeach year.
(3) In addition to the two preceding paragraphs, the Bank may
set a date of record and distribute a dividend of surplus toshareholders or registered pledgees recorded or listed in
the final register of shareholders as of that date.

(Interim Dividends)
Article 52
The Bank may allocate an interim dividend to shareholders or
registered pledgees recorded or listed in the final register ofshareholders as of September 30 of each year by resolution of
the Board Directors.

<Deleted>

Article 53 <text omitted>

Article 47 <as currently written>

Supplementary Provisions
Article 1 to Article 2 <text omitted>

Supplementary Provisions
Article 1 to Article 2 <as currently written>-9-Proposal 3:

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

The term of office for the current ten (10) Directors will expire at the conclusion of the 168th Ordinary General
Meeting of Shareholders. If Proposal 2, “Amendments to the Articles of Incorporation,” is approved as written, theBank will change to a Company with Audit and Supervisory Committee.
The Company therefore proposes to elect six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members) after the change to a Company with Audit and Supervisory Committee.
Regarding the candidates for Director, in order to ensure the objectivity of nominations, candidates were decided by
the Board of Directors following deliberations by the Nomination and Remuneration Advisory Committee, whichhas Independent External Officers as its majorities.
Regarding this proposal, it shall go into effect only if the changes to the Articles of Incorporation in Proposal 2 go
into effect.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are as follows.
No.

Name

1

Mitsuharu Yasuda

2

Hironobu Tsuyama

3

Hitoshi Masuda

Position in theBank
Director andChairman
Director andPresident(Representative
Director)
Senior Managing
Director

Attribute[Reelection]

Responsible for Group and General
Secretariat[Reelection]

Responsible for Personnel Department andRisk Management Department[Reelection]

Head Office Manager

4

Akira Yamada

Director[Reelection]

5

Kazushi Yoneta

Director[Reelection]

6

Toshiaki Kobe

External Director[Reelection][External][Independent]- 10 -

Responsibility

Responsible for Corporate Business
Promotion Department (as General
Manager), Corporate Solutions Department(as General Manager), Local Industry
Support Department, International
Department, and Loan Administration
Department
Responsible for Management Planning
Department, Branch Support Department(as General Manager), Retail Business
Promotion Department, Personal Loan
Department, Digital Marketing
Department, and Retail Consulting
Department
―

No.

Name
Date of birth[Career summary and position]
Apr. 1983

1

2

Number of theBank’s shares
ownedJoined Hokuyo Sogo Bank, Ltd. (currently theBank)
Mitsuharu Yasuda
June 2013
Executive Officer and General Manager, Loan
(date of birth: October 5, 1959)
Administration Department I, the Bank
[Reelection]
June 2014
Director and General Manager, Management
Attendance at meetings of the
Planning Department, the Bank
Board of Directors
June 2016
Managing Director, the Bank
121,200
13/13 (100%)
Apr. 2018
Director and President, the Bank
Number of years in office as a
Apr. 2024
Director and Chairman, the Bank (present
Directorposition)
10 years[Significant concurrent positions outside the Bank]
Male
Audit & Supervisory Board Member (External), Hokkaido
Railway Company[Reason for selection as Director nominee]
Mitsuharu Yasuda has successively held positions such as General Manager of the Loan Administration Department I
and General Manager of the Management Planning Department. He has broad knowledge and experience regarding thebanking operations. He held positions such as General Manager of the Corporate Banking Promotion Headquarters andwas responsible for the Business Strategy Department and the banking departments in his capacity as Managing
Director from June 2016, and was Director and President from April 2018 to March 2024. He has been appropriately
fulfilling those duties and responsibilities so the Bank concluded that he can continue to contribute to the Bank’s
continued growth and increase in medium- to long-term corporate value as well as to make contribution to local
economy and so made him a candidate for Director.
Apr. 1991
Joined The Hokkaido Takushoku Bank, Ltd.
Nov. 1998
Joined the Bank
Hironobu Tsuyama
Apr. 2019
Executive Officer and General Manager,(date of birth: February 17,
Management Planning Department, the Bank
1968)
[Reelection]
Apr. 2020
Executive Officer and Deputy Head OfficeAttendance at meetings of theManager, the Bank
Board of Directors
14,500June 2021
Managing Executive Officer and Branch
10/10 (100%)
Manager, Obihiro-Chuo Branch, Branch
Number of years in office as aManager, Obihiro-Nishi Branch, and Branch
Director
Manager, Obihiro-Minami Branch, the Bank
1 yearJune 2023
Managing Director, the Bank
Male
Apr. 2024
Director and President, the Bank (present
position)[Reason for selection as Director nominee]
Hironobu Tsuyama has successively held positions such as General Manager of the Management Planning Department
and Branch Manager of the Obihiro-Chuo Branch. He has broad knowledge and experience regarding the banking
operations. He has been responsible for the Management Planning Department and Personnel Department, etc., in his
capacity as Managing Director since June 2023, and has been appropriately fulfilling those duties and responsibilities.
He assumed the office of president in April 2024, and the Bank concluded based on the new perception for the future of
the Bank that he can continue to contribute to the Bank’s continued growth and increase in medium- to long-term
corporate value as well as to make contribution to local economy and so made him a candidate for Director.

- 11 -

No.

3

4

Name
Date of birth[Career summary and position]

Number of theBank’s shares
owned

Hitoshi Masuda
Apr. 1987
Joined Hokuyo Sogo Bank, Ltd. (currently the(date of birth: October 30, 1964)
Bank)[Reelection]
Apr. 2017
Executive Officer and Branch Manager,
Attendance at meetings of theTomakomai-Chuo Branch, the Bank
Board of Directors
Apr. 2019
Managing Executive Officer and Branch
28,80013/13 (100%)
Manager, Obihiro-Chuo Branch, the Bank
Number of years in office as a June 2021
Managing Director, the Bank
Director
June 2022
Senior Managing Director, the Bank (present
3 years
position)
Male[Reason for selection as Director nominee]
Hitoshi Masuda has successively held positions such as Branch Manager of the Tomakomai-Chuo Branch, and BranchManager of Obihiro-Chuo Branch. He has broad knowledge and experience regarding the banking operations. He has
worked as Head Office Manager in his capacity as Senior Managing Director since June 2022, and has been
appropriately fulfilling those duties and responsibilities. Therefore, the Bank concluded based on the new perception for
the future of the Bank while being attentive to our customers, that he can continue to contribute to the Bank’s continued
growth and increase in medium- to long-term corporate value as well as to make a contribution to the local economy
and so made him a candidate for Director.
Apr. 1990
Joined The Hokkaido Takushoku Bank, Ltd.
Nov. 1998
Joined the Bank
Apr. 2019
Executive Officer and Deputy Head Office
Akira Yamada
Manager, the Bank(date of birth: July 2, 1966)
Mar. 2020
Executive Officer and Deputy Head Office[Reelection]
Manager, and General Manager, Corporate
Attendance at meetings of theBusiness Department, the Bank
Board of Directors
11,800
Apr. 2020
Managing Executive Officer and Branch
13/13 (100%)
Manager, Hakodate-Chuo Branch, and Branch
Number of years in office as aManager, Suehirocho Branch, the Bank
Director
Apr. 2022
Managing Executive Officer and General
2 years
Manager, Corporate Business Promotion
Male
Department, and General Manager, Corporate
Solutions Department, the Bank
June 2022
Director, the Bank (present position)[Reason for selection as Director nominee]
Akira Yamada has successively held positions such as Deputy Head Office Manager and Branch Manager of the
Hakodate-Chuo Branch. He has broad knowledge and experience regarding the banking operations. Currently he works
as General Manager of the Corporate Business Promotion Department and General Manager of the Corporate Solutions
Department in his capacity as Director and has been appropriately fulfilling those duties and responsibilities. Therefore,
the Bank concluded based on the new perception for the future of the Bank that he can continue to contribute to the
Bank’s continued growth and increase in medium- to long-term corporate value as well as to make a contribution to the
local economy and so made him a candidate for Director.

- 12 -

No.

5

6

Name
Date of birth

Kazushi Yoneta(date of birth: March 27, 1965)[Reelection]
Attendance at meetings of theBoard of Directors
10/10 (100%)
Number of years in office as a
Director
1 year
Male[Career summary and position]
Apr. 1989
Nov. 1998
June 2020
June 2021

Apr. 2022

Joined The Hokkaido Takushoku Bank, Ltd.
Joined the Bank
Executive Officer and General Manager,
Corporate Solutions Department, the BankManaging Executive Officer and General
Manager, Corporate Solutions Department, andGeneral Manager, Corporate Business
Promotion Department, the BankManaging Executive Officer and BranchManager, Hakodate-Chuo Branch, and BranchManager, Suehirocho Branch, the Bank
Director, the Bank (present position)

Number of theBank’s shares
owned

16,000June 2023[Reason for selection as Director nominee]
Kazushi Yoneta has successively held positions such as General Manager of the Corporate Solutions Department andGeneral Manager of the Corporate Business Promotion Department. He has broad knowledge and experience regarding
the banking operations. He currently works as General Manager of the Branch Support Department in his capacity as
Director, and has been appropriately fulfilling those duties and responsibilities. Therefore, the Bank concluded based on
the new perception for the future of the Bank that he can contribute to the Bank’s continued growth and increase inmedium- to long-term corporate value as well as to make a contribution to the local economy and so made him acandidate for Director.
Apr. 1988
Joined The Hokkaido Takushoku Bank, Ltd.
Dec. 1997
Retired from The Hokkaido Takushoku Bank,
Toshiaki Kobe
Ltd.
(date of birth: January 9, 1964) Oct. 2002
Registered as an attorney[Reelection]
Oct. 2006
Established Kobe Law Office[External]
Jan. 2009
Established Kobe Law Office, LPC[Independent]
Oct. 2014
Office name changed to Kobe Manji and
Attendance at meetings of the–
Fukuda Law Office
Board of Directors
Representative Partner (present position)
10/10 (100%)
June 2018
Director (External), Nippon Grande Co., Ltd.
Number of years in office as a(present position)
Director
June
2023
Director(External), the Bank (present position)
1 year[Significant
concurrent
positionsoutside the Bank]
Male
Representative Partner, Kobe Manji and Fukuda Law OfficeDirector (External), Nippon Grande Co., Ltd.
[Reason for selection as Director nominee and overview of expected roles]
Toshiaki Kobe is a leading attorney and has varied experiences and specialized knowledge on legal operations. The
Bank places the highest priority on compliance management, and so has concluded that he can continue to contribute toactive proposals to management and constructive discussions at meetings of the Board of Directors, etc., andsupervision of the management through his expertise in legal risk, compliance, and corporate legal operations and somade him a candidate for External Director.

- 13 -

Note:

1. There is currently no special interest between each of the candidates and the Bank.
2. A limited liability agreement under the provision of Article 427, paragraph 1 of the Companies Act has been concluded
between Toshiaki Kobe and the Bank. The Bank intends to continue this agreement with Toshiaki Kobe in the event that
his reappointment is approved.
An overview of the limited liability agreements is as follows.
- In the event of damage to the Bank caused by failure to perform duties as External Directors, they will be liable to the
maximum amount below so long as their duties are performed in good faith and without gross negligence.
- The maximum amount of liability shall be whichever is the higher of 20 million yen or the amount provided for bylegislation (the minimum liability provided for under Article 425, paragraph 1, of the Companies Act).
3. The Bank has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph 1of the Companies Act with an insurance company. If the election of the candidates for Director is approved, they will be
included as insureds in the said insurance policy.
In addition, the Bank plans to renew the said insurance policy at the time of next expiration of the policy period.
An overview of the directors and officers liability insurance policy is as follows.
- All premiums are borne by the Bank.
- The insurance covers damages that may arise should the insured assume liability for the execution of his or her duties
or be subject to a claim related to the pursuit of such liability, and is renewed annually.
- As measures to prevent undermining the appropriateness of the insured director’s execution of duties, the insurance
includes certain disclaimers such as limiting the coverage and setting the indemnity limit.
4. Matters pertaining to candidates for External Directors provided for under Article 74, paragraph 4 of the Ordinance for
Enforcement of the Companies Act(1) Toshiaki Kobe is a candidate for External Director.
(2) Toshiaki Kobe has no previous experience of being involved in corporate management other than serving as External
Director or External Audit & Supervisory Board Member. However, it is deemed that he is able to execute duties
appropriately as described in the “Reason for selection as Director nominee and overview of expected roles.”(3) With reference to the specific standards for determination that the Bank has established regarding stock exchange
criteria for independence (“Independence Determination Standards” as described below), Toshiaki Kobe is
independent from the executive management team. Therefore, the Bank has designated him as an Independent
Director stipulated under Rule 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange and Rule 52 of the Corporate Conduct Rules of the Sapporo Securities Exchange. In the event that his reappointment is approved,
the Bank intends to continue this designation.
Although the Bank has general business transactions with Kobe Manji and Fukuda Law Office, where Toshiaki Kobe
is a Representative Partner, and with Nippon Grande Co., Ltd. where Toshiaki Kobe serves as an External Director,
those organizations are not applicable to the “major trading partner” defined in the Bank’s Independence
Determination Standards (a partner for which transactions account for 2% or more of the Bank’s consolidated grossprofit or the trading partner’s consolidated net sales of the most recent fiscal year) and therefore will not affect his
independence.
(4) The term of office of Toshiaki Kobe as External Director shall be one (1) year at the conclusion of this General
Meeting of Shareholders.

- 14 -

Proposal 4:

Election of four (4) Directors who are Audit and Supervisory Committee Members

If Proposal 2, “Amendments to the Articles of Incorporation,” is approved as written, the Bank will change to a
Company with Audit and Supervisory Committee. Accordingly, the Bank proposes that four (4) Directors who are
Audit and Supervisory Committee Members be elected.
Regarding the candidates for Director, in order to ensure the objectivity of nominations, candidates were decided by
the Board of Directors following deliberations by the Nomination and Remuneration Advisory Committee, whichhas Independent External Officers as its majorities. Furthermore, this proposal has received the consent of the Audit& Supervisory Board.
Note that this proposal shall go into effect only if the changes to the Articles of Incorporation in Proposal 2 go into
effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Note:

Name

Position in the
BankStanding Audit &Supervisory Board
Member1

Hitoshi Oshino

2

Naoki Nishita

External Director

3

Masako Taniguchi

External Director

4

Sakuyo Tahara

External Director

Sakuyo Tahara’s registered name is Sakuyo Ikeda.

- 15 -

Attribute

Responsibility[New election]―[New election][External][Independent][New election][External][Independent][New election][External][Independent]

―

―

―

No.

1

Name
Date of birth

Hitoshi Oshino(date of birth: August 4, 1962)[New election]
Attendance at meetings of the
Audit & Supervisory Board
16/16 (100%)
Number of years in office as an
Audit & Supervisory Board
Member
3 years
Male[Career summary and position]
Apr. 1985
Nov. 1998
June 2014
Apr. 2016
Apr. 2017
Oct. 2018

June 2021

Joined The Hokkaido Takushoku Bank, Ltd.
Joined the Bank
General Manager, Audit & Supervisory Board
Members’ Office, the Bank
General Manager, Legal and ComplianceDepartment, the Bank
Executive Officer and General Manager, Audit
and Inspection Department, the BankManaging Executive Officer and General
Manager, Audit and Inspection Department, theBankStanding Audit & Supervisory Board Member,the Bank (present position)

Number of theBank’s shares
owned

26,600[Reason for selection as Director nominee]
Hitoshi Oshino has held successive positions such as General Manager of the Audit & Supervisory Board Members’
Office and General Manager of the Legal and Compliance Department. He served as Executive Officer from April
2017, and has served as Managing Executive Officer and General Manager of the Audit and Inspection Department
since October 2018, and as Audit & Supervisory Board Member since June 2021, and has been appropriately fulfillingthose duties and responsibilities. The Bank concluded that he can use his abundant knowledge of banking and extensive
experience in internal audits and compliance to conduct highly effective audits and supervision of the management andgreatly contribute to securing managerial health of the Bank, so made him a candidate for Director who is Audit andSupervisory Committee Member.

- 16 -

No.

Name
Date of birth[Career summary and position]
Apr. 1982

2

Number of theBank’s shares
ownedJoined Tokai Local Finance Bureau, Ministry of
Finance
July 2001
Director, Financial Cooperatives Office,Planning and Management Division,
Supervision Bureau, Financial Services Agency
July 2003
Director, Postal Savings Supervision, Planningand Management Division, Supervision Bureau,
Financial Services Agency
Naoki Nishita
Director, Deposit Insurance and Resolution(date of birth: April 21, 1959) July 2006
Framework Office, Planning and Management[New election]
Division, Supervision Bureau, Financial[External]
Services Agency[Independent]
Director, Banking Business Division II,
Attendance at meetings of the July 2008–
Supervision Bureau, Financial Services Agency
Board of Directors
13/13 (100%)
July 2012
Director, Planning and Management Division,
Number of years in office as a
Supervision Bureau, Financial Services Agency
Director
July 2014
Deputy Director-General, Planning and4 years
Coordination Bureau, Financial Services
Male
AgencyJuly 2018
Director-General, Hokuriku Local Finance
Bureau, Ministry of Finance (retired in July
2019)
June 2020
Director (External), the Bank (present position)
June 2022
Director (External), Organization for
restructuring businesses after Great East Japan
Earthquake (present position)[Reason for selection as Director nominee and overview of expected roles]
Naoki Nishita has held successive positions in the Financial Services Agency such as Director of Financial
Cooperatives Office, Director of Banking Business Division II and Deputy Director-General of Planning and
Coordination Bureau, and has in-depth knowledge on community-based financial initiatives and management strategies
of regional financial institutions. The Bank concluded that he can continue to use his varied experiences and specialist’s
knowledge on financial administration and can continue to contribute to discussions on the picture of the Bank’s future
at meetings of the Board of Directors, etc., and supervision of the management for the sustainable growth of the Bankand the region, and also contribute to ensure the soundness of management through objective and impartial audits, andso made him a candidate for External Director who is an Audit and Supervisory Committee Member.

- 17 -

No.

Name
Date of birth[Career summary and position]
Oct. 1990
Mar. 1994
Aug. 2007
July 2010
July 2013

Number of theBank’s shares
ownedJoined Chuo Shinko Audit Corporation
Registered as a certified public accountant
Masako Taniguchi
Joined Ernst & Young ShinNihon LLC(date of birth: December 11,
Appeals Judge, Sapporo National Tax Tribunal
1960)
Established Masako Taniguchi CPA Office[New election](present position)[External]
Aug. 2013
Registered as a certified public tax accountant[Independent]
Dec. 2013
Joined Ginga Audit Corporation
Attendance at meetings of the
16,700
Apr. 2016
Auditor, Kitami Institute of Technology
Board of Directors
Apr. 2016
Auditor, Sapporo City University (present
13/13 (100%)
position)
Number of years in office as a3Aug. 2017
Representative partner, Ginga Audit
Director
Corporation(present position)
4 years
June
2020
Director(External),
the Bank (present position)
Female[Significant concurrent positions outside the Bank]
Representative Partner, Ginga Audit Corporation[Reason for selection as Director nominee and overview of expected roles]
Masako Taniguchi has been engaged in the duties of certified public accountant and certified tax accountant for many
years, and has specialist’s knowledge on finance and accounting. The Bank concluded that she can use those varied
experiences and knowledge and can contribute to active proposals to management from the perspective of financial risk
and corporate accounting at meetings of the Board of Directors, etc., and supervision of the management, and also
contribute to ensure the soundness of management through objective and impartial audits, and so made her a candidate
for External Director who is an Audit and Supervisory Committee Member.
Apr. 1994
Joined the Ministry of Labor (currently the
Ministry of Health, Labour and Welfare)Apr. 1998
Specialist for Welfare of Women Workers,
Sakuyo Tahara
Hokkaido Labour Bureau, Ministry of Health,(date of birth: June 21, 1968)
Labour and Welfare[New election]
Apr. 2006
Instructor for Employment Coordination,[External]
Employment Security Department, Hokkaido[Independent]
Labour Bureau, Ministry of Health, Labour andAttendance at meetings of the–
WelfareBoard of Directors
10/10 (100%)
Apr. 2008
Registered as a public consultant on social andNumber of years in office as alabor insurance
Director
Established HOKUOH Labor Legal Affairs
4
1 yearOffice (present position)
FemaleAug. 2012
Member of Municipal City Planning Council of
Kitahiroshima City
June 2023
Director (External), the Bank (present position)[Reason for selection as Director nominee and overview of expected roles]
Sakuyo Tahara has been engaged in the duties of public consultant on social and labor insurance for many years, andhas specialist’s knowledge on corporate working environment and personnel system. The Bank concluded that she cancontinue to use those varied experiences and knowledge to contribute to supervision of the management throughmaking active proposals to management on human resource development and diversity initiatives and leading
discussions concerning human resource strategies at meetings of the Board of Directors, etc., and also contribute toensure the soundness of management through objective and impartial audits, and so made her a candidate for External
Director who is an Audit and Supervisory Committee Member.
Note: Sakuyo Tahara’s registered name is Sakuyo Ikeda.

- 18 -

Notes:1. There is currently no special interest between each of the candidates and the Bank.
2. A limited liability agreement under the provision of Article 427, paragraph 1 of the Companies Act has been concluded
between Naoki Nishita, Masako Taniguchi, and Sakuyo Tahara, and the Bank. The Bank intends to continue this agreementwith Naoki Nishita, Masako Taniguchi, and Sakuyo Tahara in the event that their elections are approved.
An overview of the limited liability agreements is as follows.
- In the event of damage to the Bank caused by failure to perform duties as External Directors, they will be liable to the
maximum amount below so long as their duties are performed in good faith and without gross negligence.
- The maximum amount of liability shall be whichever is the higher of 20 million yen or the amount provided for bylegislation (the minimum liability provided for under Article 425, paragraph 1, of the Companies Act).
3. The Bank has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph 1of the Companies Act with an insurance company. If the election of the candidates for Director is approved, they will be
included as insureds in the said insurance policy.
In addition, the Bank plans to renew the said insurance policy at the time of next expiration of the policy period.
An overview of the directors and officers liability insurance policy is as follows.
- All premiums are borne by the Bank.
- The insurance covers damages that may arise should the insured assume liability for the execution of his or her duties
or be subject to a claim related to the pursuit of such liability, and is renewed annually.
- As measures to prevent undermining the appropriateness of the insured director’s execution of duties, the insurance
includes certain disclaimers such as limiting the coverage and setting the indemnity limit.
4. Matters pertaining to candidates for External Directors provided for under Article 74-3, paragraph 4 of the Ordinance for
Enforcement of the Companies Act(1) Naoki Nishita, Masako Taniguchi, and Sakuyo Tahara are candidates for External Director.
(2) Naoki Nishita, Masako Taniguchi, and Sakuyo Tahara have no previous experience of being involved in corporate
management other than serving as External Director or External Audit & Supervisory Board Member. However, it isdeemed that they are able to execute duties appropriately as described in the “Reason for selection as Director
nominee and overview of expected roles.”(3) With reference to the Independence Determination Standards (listed on the next page), Naoki Nishita, Masako
Taniguchi, and Sakuyo Tahara are independent from the executive management team. Therefore, the Bank has
designated them as Independent Directors stipulated under Rule 436-2 of the Securities Listing Regulations of theTokyo Stock Exchange and Rule 5-2 of the Corporate Conduct Rules of the Sapporo Securities Exchange. If theirelections are approved, the Bank intends to continue this designation.
Although the Bank has general business transactions with Ginga Audit Corporation where Masako Taniguchi holds
the position of Representative Partner, the organization is not applicable to the “major trading partner” defined in the
Bank’s Independence Determination Standards (a partner for which transactions account for 2% or more of theBank’s consolidated gross profit or the trading partner’s consolidated net sales of the most recent fiscal year) andtherefore will not affect her independence.
(4) The term of office of Naoki Nishita and Masako Taniguchi as External Directors shall be four (4) years at theconclusion of this General Meeting of Shareholders. Also, the term of office of Sakuyo Tahara as External Director
shall be one (1) year at the conclusion of this General Meeting of Shareholders.

- 19 -

<Reference> Independence Determination Standards
At the Bank, if none of the following conditions apply to External Directors for the past one (1) year, it is decided
that the concerned External Director has independence.
1. A person or entity to whom the Bank is a major trading partner (*1), or an Executive for such person or entity(an executive director, executive officer or any other officer or employee who executes the business of a company,
etc. The same shall apply hereinafter).
2. A major trading partner (*1) of the Bank or an Executive of such entity.
3. Consultant, accounting specialist or legal specialist who receives large amounts (*2) of monies or other assets
other than Officer Remuneration from the Bank (if the recipient of the applicable assets is a corporation or groupsuch as an Association, refers to a person belonging to that organization).
4. A major shareholder of the Bank (*3) or an Executive for such person or entity.
5. An entity which receives large amounts (*2) of donations from the Bank, or an Executive for such person orentity.
6. A closely related person (*5) of any of the following people (limited to important (*4) persons):(1) A person to whom any of 1-5 above applies(2) An Executive of the Bank or one of its subsidiaries(3) A director who is not an Executive of the Bank or one of its subsidiaries (limited to determining theindependence of External Directors who are Audit and Supervisory Committee Members)*1. Definition of “major trading partner” (a partner to which any of the following applies)a. A partner for which transactions account for 2% or more of the Bank’s consolidated gross profit or the trading partner’s
consolidated net sales of the most recent fiscal year (however, excludes regional public organizations)b. A partner for whom the Bank is the largest lender and it is thought that procurement from another financial institution would
be difficult for the concerned partner*2. Definition of “large amount”
An annual amount averaging 10 million yen or more over the past three (3) years*3. Definition of “major shareholder”
A shareholder with voting rights of 10% or more of the Bank’s total voting rights*4. Examples of “important person”- An officer or person of general manager level of a company- The accounting specialist and legal specialist in 3. above, are persons with the specialized qualifications of a Certified Public
Accountant or Attorney at Law*5. Definition of “closely related person”
A spouse or relative in the second degree- 20 -

<Reference>
The Skills Matrix of the Board of Directors (as scheduled after the 168th Ordinary General Meeting of Shareholders)Experience and expertise
Corpo-

SkillsName, title, and gender

rate

Regio-

mana-

Consul-

SX &

IT &

nal

Human

gement

ting

GX

DX

devel-

capitalGover-

opmentFinancialmarkets

Legal

Finan-&

cial

compli- accoun-

Risk
management

ance

ting

○

○

○

○

○

nance

Mitsuharu
YasudaDirector andChairman

Male

○

○

○

Director andPresident(Representative
Director)

Male

○

○

○

Hitoshi Masuda

Director and
DeputyPresident(Representative
Director)

Male

○

○

Akira Yamada

Managing
Director

Male

○

○

○

Kazushi Yoneta

Managing
Director

Male

○

○

○

Toshiaki Kobe

External
Director

Male○

Hitoshi Oshino

Director
Audit andSupervisory
Committee
MemberMale○

Naoki Nishita

External
Director
Audit andSupervisory
Committee
MemberMale○

External
Director
Audit andSupervisory
Committee
MemberFemale○○External
Director
Audit andSupervisory
Committee
MemberFemale○○Hironobu
Tsuyama

Board of Directors

MasakoTaniguchi

Sakuyo Tahara

Note:

○

○

○

○

○

○

○

○

○

○

○

○

○
○
○

○

○

○

○

○

○

○

○

○

○

The above list does not represent all the experience and expertise possessed by each Director and Audit and Supervisory
Committee Member.

- 21 -

<Knowledge, experience, and skills necessary to support the banking business>
Corporate management andgovernance
Human capital
Financial markets
Legal & compliance
Financial accounting
Risk management

Possesses advanced and specialized knowledge, experience, and skills in building relationships andsolving issues related to corporate management and sustainability.
Possesses specialized knowledge and practical experience in overall human resources, including
human resource development, remuneration and compensation, benefits, and the promotion ofdiversity and inclusion.
Possesses specialized knowledge and practical experience in the financial environment, international
operations, and market operations.
Possesses specialized knowledge and practical experience in legal systems and various regulations.
Possesses sufficient knowledge of finance and accounting, such as holding professional qualifications
like Certified Public Accountant (CPA) or having practical experience in accounting and financedepartments.
Possesses specialized knowledge and practical experience in risk management and the establishmentof crisis management systems for overall corporate activities.

<Knowledge, experience, and skills necessary to realize value for customers>
Consulting
SX & GX
IT & DX
Regional development

Possesses knowledge, experience, and skills in providing corporate solutions, including businessgrowth proposals, SX and DX support, and startup discovery and development.
Possesses knowledge, experience, and skills in new businesses, sustainable loans, and fundinvestments in response to changes in the business environment, including SX and GX advances.
Possesses knowledge, experience, and skills in product development to improve convenience and informing alliances to enhance productivity.
Possesses knowledge, experience, and skills to realize a sustainable society through the linking ofregions and growth industries and the development of key industries such as tourism and food.

- 22 -

Proposal 5:

Setting remuneration amounts for Directors (excluding Directors who are Audit andSupervisory Committee Members)

If Proposal 2, “Amendments to the Articles of Incorporation,” is approved as written, the Bank will change to a
Company with Audit and Supervisory Committee.
At the 156th Ordinary General Meeting of Shareholders, held on June 26, 2012, it was resolved that the amount of
Remuneration, etc., for the Bank’s Directors would be within 340 million yen per year. However, with the transition
to a Company with Audit and Supervisory Committee, we seek approval to abolish the current provisions regarding
the amount of Remuneration, etc., for Directors and to newly set the amount of remuneration for Directors (excluding
Directors who are Audit and Supervisory Committee Members) at within 310 million yen per year (of which theportion for External Directors is within 30 million yen per year). Please note that this Remuneration, etc., does notinclude the salaries for employees who concurrently serve as Directors.
This proposal has been judged to be appropriate and it has been approved by the Board of Directors upon consultation
with the Nomination and Remuneration Advisory Committee, whose majority is comprised of Independent External
Officers, taking into consideration the number of Directors (excluding Directors who are Audit and Supervisory
Committee Members) and the economic situation.
Additionally, we plan to make terminology changes in the <Policy on Determining the Content of Individual
Remuneration, etc., for Directors> as mentioned in the Business Report “2. Matters Concerning Company Officers(Directors and Audit & Supervisory Board Members) (2) Remuneration, etc., for Company Officers” due to thetransition to a Company with Audit and Supervisory Committee.
If Proposal 2 “Amendments to the Articles of Incorporation” and Proposal 3 “Election of six (6) Directors (excluding
Directors who are Audit and Supervisory Committee Members)” are approved as originally proposed, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members) will be six (6) (including one
External Director).
This proposal shall go into effect only if the changes to the Articles of Incorporation in Proposal 2 go into effect.

- 23 -

Proposal 6:

Setting remuneration amounts for Directors who are Audit and Supervisory Committee
Members

If Proposal 2, “Amendments to the Articles of Incorporation,” is approved as written, the Bank will change to a
Company with Audit and Supervisory Committee.
Therefore, we seek approval to set the amount of remuneration for Directors who are Audit and Supervisory
Committee Members at within 100 million yen per year.
This proposal has been judged to be appropriate and it has been approved by the Board of Directors upon consultation
with the Nomination and Remuneration Advisory Committee, whose majority is comprised of Independent External
Officers, taking into consideration the number of Directors who are Audit and Supervisory Committee Members andthe economic situation.
If Proposal 2 “Amendments to the Articles of Incorporation” and Proposal 4 “Election of four (4) Directors who are
Audit and Supervisory Committee Members” are approved as originally proposed, the number of Directors who are
Audit and Supervisory Committee Members will be four (4) (including three (3) External Directors).
This proposal shall go into effect only if the changes to the Articles of Incorporation in Proposal 2 go into effect.

- 24 -

Proposal 7:

Partial revision to Remuneration, etc., amounts and contents related to the performance-linked
share remuneration system for Directors (excluding Directors who are Audit and Supervisory
Committee Members and External Directors)

1. Reason for the proposal and reason for considering the partial revision of remuneration appropriate
At the 162nd Ordinary General Meeting of Shareholders held on June 26, 2018, the Bank received approval tointroduce a share remuneration system (hereinafter referred to as “the System”) for Directors excluding External
Directors and those residing abroad, and this system is currently in place. This time, if Proposal 2 “Amendments
to the Articles of Incorporation” is approved as originally proposed, the Bank will transition to a Company with
Audit and Supervisory Committee. However, if the persons eligible under the System remain unchanged, Internal
Directors who are Audit and Supervisory Committee Members will also be included in the System. Therefore,
we seek approval to revise the System to exclude Internal Directors who are Audit and Supervisory Committee
Members, in addition to External Directors and those residing abroad.
This proposal has been judged to be appropriate and it has been approved by the Board of Directors upon
consultation with the Nomination and Remuneration Advisory Committee, whose majority is comprised ofIndependent External Officers, taking into consideration the number of Directors (excluding Internal Directors
who are Audit and Supervisory Committee Members and External Directors) and the economic situation, and inview of the facts that it is a procedural matter accompanying the transition to a Company with Audit andSupervisory Committee, and the substantive content remains as approved at the 162nd Ordinary General Meetingof Shareholders.
Additionally, we plan to make terminology changes in the <Policy on Determining the Content of Individual
Remuneration, etc., for Directors> as mentioned in the Business Report “2. Matters Concerning Company
Officers (Directors and Audit & Supervisory Board Members) (2) Remuneration, etc., for Company Officers”
due to the transition to a Company with Audit and Supervisory Committee.
If Proposal 2 “Amendments to the Articles of Incorporation” and Proposal 3 “Election of six (6) Directors(excluding Directors who are Audit and Supervisory Committee Members)” are approved as originally proposed,
the number of Directors eligible under the System will be five (5).
This proposal shall go into effect only if the changes to the Articles of Incorporation in Proposal 2 “Amendments
to the Articles of Incorporation” go into effect.
2. Amount and details of Remuneration, etc., under the System(1) Overview of the System
The System is a share remuneration system under which the Bank’s shares are acquired through a trust
funded by the amount of remuneration for Directors contributed by the Bank, and the Bank’s shares andthe equivalent amount of cash from the disposal of the Bank’s shares (hereinafter referred to as “the Bank’s
Shares, etc.”) are issued and paid (hereinafter referred to as “Issuance, etc.”) to Directors (excluding
External Directors, Internal Directors who are Audit and Supervisory Committee Members, and thoseresiding abroad, hereinafter referred to as “Directors”). (Details are as described in (2) and beyond below.)
(i)

Item
Persons eligible for the Issuance, etc., of the Bank’s Shares,
etc., under the System(ii) Period covered by the System (as described in (2) below)(iii) Upper limit of funds contributed by the Bank (as describedin (2) below)(iv) Upper limit of the number of the Bank’s Shares, etc., issued
to Directors (as described in (3) below)

Overview of the content of the System
・ The Bank’s Directors (excluding External Directors, Internal
Directors who are Audit and Supervisory Committee Members,
and those residing abroad)・ Three (3) consecutive fiscal years (hereinafter referred to as
the “Applicable Period”)
・ The upper limit of funds contributed for the applicable periodof three (3) fiscal years is 300 million yen.
・ The upper limit of the total number of points granted to
Directors per fiscal year is 600,000 points, and the upper limit of
the total number of the Bank’s Shares, etc., issued to Directors
for the Applicable Period of three (3) fiscal years is 1,800,000
shares.
・ The number of shares equivalent to the upper limit of thenumber of points granted to Directors per fiscal year (600,000
shares) is approximately 0.15% of the total number of issued
shares (as of March 31, 2024, excluding treasury shares).

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(v) Method of repurchasing the Bank’s shares (as described in(2) below)(vi) Content of performance achievement conditions (asdescribed in (3) below)(vii) Timing of the Issuance, etc., of the Bank’s Shares, etc. (asdescribed in (4) below)

・ The Bank’s shares are expected to be repurchased throughpurchases from the stock market or the disposal of the Bank’streasury shares.
・ Varies according to the degree of achievement of
performance targets (such as profit attributable to shareholders ofparent) for each fiscal year.
・ Upon the resignation of the Director* In the event of the Director’s death, the cash equivalent to thedisposal value of the Bank’s shares corresponding to theaccumulated points granted to the Director at the time of deathwill be paid to the heirs.

(2)Upper limit of funds contributed by the BankThe System covers an Applicable Period consisting of three (3) consecutive fiscal years. Currently, a trust
has been established for Directors (excluding External Directors and those residing abroad) for the three(3) fiscal years ending March 31, 2024, to March 31, 2026. Therefore, the Applicable Period immediately
after the revision by this proposal will be the three (3) fiscal years from the fiscal year ending March 31,
2024, to the fiscal year ending March 31, 2026.
The Bank will contribute funds up to the upper limit of 300 million yen for each Applicable Period as
remuneration for its Directors and will establish a trust for a trust period of three (3) years (hereinafterreferred to as “the Trust”), with Directors who meet the requirements for beneficiaries (including theextension of the trust period as stated in the fourth paragraph of (2), the same hereinafter).
The Trust will acquire the Bank’s shares using the funds entrusted, either through purchases from the stock
market or the disposal of the Bank’s treasury shares, under the instructions of the trust administrator. During
the trust period, the Bank will grant points to the Directors (as described in (3) below), and the Trust will
issue the Bank’s Shares, etc., accordingly.
At the expiration of the trust period of the Trust, the Trust may be continued by amending the trust
agreement and making an additional trust instead of establishing a new trust. In such a case, the trust periodof the Trust will be extended by three (3) years, and the three (3) fiscal years starting from the businessyear to which the commencement date of the extended trust period belongs will become the new Applicable
Period. For each extended trust period, the Bank will make additional contributions within the limit of 300
million yen and will continue to grant points to the Directors during the extended trust period, and the Trust
will continue to issue the Bank’s Shares, etc., during the extended trust period.
However, in the case of such additional contributions, if there are any remaining Bank shares within thetrust property as of the end date of the trust period before the extension (excluding the Bank sharescorresponding to the points granted to Directors for which Issuance, etc., has not been completed) and cash
(hereinafter referred to as “Remaining Shares, etc.”), the total amount of the value of the Remaining Shares,
etc., and the additional trust money will be within the limit of 300 million yen.
The extension of the trust period is not limited to one time only; the trust period may be further extended
in a similar manner thereafter. In addition, even in the event of termination of the Trust, the trust period
may be extended for a certain period of time without immediately terminating the Trust, if at the expirationof the trust period there are Directors in office who may satisfy the requirements for beneficiaries.

(3)

Method of calculating the number of the Bank’s Shares, etc., issued to Directors and the upper limit
At a certain time each year during the trust period, Directors will be granted “fixed points” based on theirposition and “performance-linked points” based on the degree of achievement of performance targets foreach fiscal year, calculated according to the points calculation formula defined separately by the Bank in
the Share Issuance Regulations. Upon the resignation of the Director, the Bank’s Shares, etc., will be issued
based on the cumulative value of the points (hereinafter referred to as “Cumulative Points”).
(Fixed points)
Share remuneration base amount of fixed points*1 ÷ Average acquisition unit price*2(Performance-linked points)
Share remuneration base amount of performance-linked points*1 ÷ Average acquisition unit price*2 ×
Performance-linked coefficient*3- 26 -

*1.

The “Share remuneration base amount of fixed points” and the “Share remuneration base amount of
performance-linked points” are determined considering the director’s position, base compensation,
the ratio of cash compensation to share remuneration, the performance-linked ratio, etc.
*2. The average acquisition unit price of the Bank’s shares acquired by the Trust. If the trust period of
the Trust is extended by amending the trust agreement and making additional trusts, the averageacquisition unit price will be based on the Bank’s shares acquired by the Trust after the extension.
*3. The performance-linked coefficient varies according to the degree of achievement of performancetargets (such as profit attributable to shareholders of parent).
One point corresponds to one share of the Bank’s stock. However, if during the trust period, events suchas stock splits or reverse stock splits of the Bank’s shares occur, which necessitate adjusting the points forfairness, the number of shares per point will be adjusted according to the split or reverse split ratio, etc.
The total number of points granted to Directors per fiscal year is capped at 600,000 points. This upper limiton the total number of points is set with reference to past share prices, etc., considering the upper limit of
the trust money mentioned in (2), the current level of remuneration for the Bank’s Directors, trends andfuture prospects regarding the number of Directors, the status and contribution of the Directors’ businessexecution, and the share price level of the Bank, and is deemed appropriate.
(4)

Timing of Issuance, etc., of the Bank’s Shares, etc., to Directors
Directors who meet the requirements for beneficiaries will receive the Issuance, etc., of the Bank’s Shares,
etc., corresponding to the Cumulative Points calculated based on (3) upon their resignation. At this time,
the Director will receive the issuance of the number of the Bank’s shares equivalent to 50% of the
Cumulative Points (rounded up to the nearest whole share for fractional shares), and the remaining sharescorresponding to the Cumulative Points will be converted into cash within the Trust, and the Director will
receive payment of the equivalent amount of cash.
In the event that a Director’s death during the trust period, all the Bank’s shares corresponding to the
Cumulative Points granted at that time will be converted into cash within the Trust, and the Director’s heirs
will receive payment of the equivalent amount of cash. Additionally, if a Director becomes a resident
abroad during the trust period, all the Bank’s shares corresponding to the Cumulative Points granted at thattime will be converted into cash within the Trust, and the Director will receive payment of the equivalentamount of cash.

(5)

Voting rights pertaining to the Bank’s shares
To ensure neutrality in management, the voting rights of the Bank’s shares within the Trust will not be
exercised during the trust period.

(6)

Other content of the System
Other contents of the System will be determined by the Board of Directors each time the Trust is established,
the trust agreement is amended, or additional contributions are made to the Trust.

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