This is a partial translation of the original Japanese “Convocation Notice of the 19th Ordinary
General Meeting of Shareholders”, prepared for the convenience of non-resident shareholders.
In case of any discrepancy between any part of this translation and the original Japanese text,
the Japanese original shall prevail. The Company assumes no responsibility for this translationor for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 8377
June 1, 2022
Dear Shareholders:Eishin Ihori
President
Hokuhoku Financial Group, Inc.
1-2-26 Tsutsumicho-dori, Toyama-city, Toyama
Convocation Notice of the 19th Ordinary General Meeting of Shareholders
This is to inform you that the 19th Ordinary General Meeting of Shareholders of
Hokuhoku Financial Group, Inc. (“the Company”) will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing orby electromagnetic method (using the Internet etc.). Please exercise voting rights after
careful examination of the Reference Documents for the General Meeting of Shareholders
contained herein by 5:00 p.m., Wednesday June 22, 2022.
1. Date and time:

June 23, 2022 (Thursday) at 10:00 a.m.

2. Place:

6th floor Conference RoomHead office of The Hokuriku Bank, Ltd.
1-2-26 Tsutsumicho-dori, Toyama-city, Toyama

The 19th Ordinary General Meeting of Shareholders is to be held in Toyama-city, so
please note that the venue of the meeting is different from that of the last year.
3. Agenda:
Matters to be reported:
The 19th business year (April 1, 2021 through March 31, 2022) Business Report, theNon-Consolidated Financial Statements, the Consolidated Financial Statements, and the
Audit Report on Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee.
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Seven (7) Directors (Excluding Directors serving as Audit andSupervisory Committee Members)
Proposal 4: Election of a Director serving as Audit and Supervisory Committee
Member-1-

4. Exercise of Voting Rights(1) If you attend the meeting, please present the enclosed Voting Rights Exercise Form to
the reception desk.
If you wish to exercise your voting rights through a proxy, you must appoint only one(1) proxy from shareholders with voting rights and submit a letter of attorney attachedwith the Voting Rights Exercise Form to the receptionist. Please note that nonshareholders such as accompanying persons and children cannot attend the meeting.
(2) If you are unable to attend the meeting, please exercise voting rights by any of thefollowing methods.
A. Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of the proposals on the Voting Rights
Exercise Form enclosed herewith, and send back to arrive by 5:00 p.m., Wednesday
June 22, 2022.
No indication on the voting form of your approval or disapproval for any proposal
shall be treated as an indication of approval.
B. Exercise of Voting Rights by Electromagnetic Method (using the Internet, etc.)
Access the website for exercising voting rights specified by the Company(https://soukai.mizuho-tb.co.jp/) and exercise your voting rights by following thedirections on the screen. Your voting rights are to be exercised by 5:00 p.m.,
Wednesday June 22, 2022.
In addition, on the occasion of exercise of voting rights via the Internet, pleaseconfirm "Guidance Notes on the Exercise of Voting Rights by the Internet" on page 3.
(3) Treatment of voting rights exercised multiple times
A. If you send Voting Rights Exercise Form multiple times, the last vote cast shall betreated as the valid vote.
B. Should you exercise your voting rights by completing the Voting Rights Exercise
Form and by using the designated electromagnetic method, the vote cast byelectromagnetic method shall be deemed to be the valid vote regardless of the time
the Voting Rights Exercise Form reaches us.
C. If you exercise your voting rights by electromagnetic method more than once, the lastvote cast shall be the valid vote.
(4) If any revisions are made to the Reference Documents for the Ordinary General
Meeting of Shareholders, the Business Report, the Non-Consolidated Financial
Statements and the Consolidated Financial Statements, the revisions will be posted on
the Company website (https://www.hokuhoku-fg.co.jp/).
(5) The reception desk opens at 9:15 a.m., Thursday June 23, 2022.

-2-

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

https://soukai.mizuho-tb.co.jp/(2)The “Code for the Exercise of Voting Rights” and the “Password” (including the
password changed by shareholders) are valid for this general meeting only. Please notethat new code and password will be issued for the next general meeting.
(3) The password is means to authenticate shareholders. Please note that the Company
does not and will not make any inquiries regarding your password.
(4) The password is locked when you fail to input it correctly more than the predetermined
times. When it is locked, please follow the guidance of the screen.
2. Attention(1) Please exercise your voting rights via the Internet by 5:00 p.m., June 22, 2022
(Wednesday).
(2) Should you exercise your voting rights by completing the Voting Rights Exercise
Form and by using the designated electromagnetic method, the vote cast byelectromagnetic method shall be deemed to be the valid vote regardless of the time the
Voting Rights Exercise Form reaches us. If you exercise your voting rights more thanonce, the last vote cast shall be the valid vote.
(3) The costs incurred for the access to the specified website to exercise voting rights shallbe borne by the shareholders.
3. For Inquiries with respect to the Exercise of Voting Rights via the Internet (only inJapan)
Stock Transfer Agency Department
Mizuho Trust and Banking Co., Ltd.
Telephone: 0120-768-524 (toll-free, only in Japan)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding the New Year’s holiday)
Reference: Exercise of Voting Rights via the electronic voting platform
Institutional investors may use the electronic voting platform for institutional investors
operated by Investor Communications Japan, Inc.

-3-

Reference Documents
Proposal 1: Appropriation of Surplus
Our dividend policy is to ensure financial foundation and stable distribution of dividends,
based on the public function of financial services that our group companies provide. We
propose the year-end dividend of JPY35.00 per share for common shares, considering thebusiness results of this fiscal year and accumulation of internal surplus preparing for the
economic deterioration due to COVID-19, etc.
(1) Type of dividend property:

Cash(2) Matters concerning the allocation and total amount of dividend property：(Dividend per share)(Dividend amount)
Common shares¥35.00¥4,478,392,380
1st series Type 5 preferred shares¥7.50¥ 564,006,663
Total¥ 5,042,399,043(Notes) There were no interim dividends for common shares in the end of 2nd quarter. Interim
and year-end dividends for 1st series Type 5 preferred shares are JPY 7.50 per sharerespectively, as specified in advance. Interim dividend amount for 1st series Type 5
preferred shares is ¥ 644,579,040.

(3) Date on which dividends from surplus shall be effective: June 24, 2022(Friday)-4-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) In accordance with the amended provisions stipulated in the proviso to Article 1 of the
Supplementary Provisions of the “Act for Partial Amendments of the Companies Act”
(Act No. 70 of 2019), which will come into effect on September 1, 2022, a system forelectronic provision of materials for general meetings of shareholders will be introduced.
Therefore, the Company proposes to make the following necessary amendments to its
Articles of Incorporation.
A. Article 20 (Measures for electronic provision of information. etc.), paragraph 1 of the
proposed amendments is to be newly established, as the Company will be obliged to
stipulate in its Articles of Incorporation that it will take measures for electronic provisionof information contained in reference documents for general meetings of shareholders, etc.
B. Article 20 (Measures for electronic provision of information. etc.), paragraph 2 of the
proposed amendments is to be newly established to allow the Company to limit the scopeof matters to be stated in the documents for shareholders who have requested document
delivery of information, which are contained in reference documents for general meetingsof shareholders, etc., and for which measures for electronic provision of information are to
be taken, as stipulated in the Ordinance of the Ministry of Justice.
C. Article 20 (Disclosure of reference documents for general meetings of shareholders,etc., via the Internet) of the current Articles of Incorporation is to be deleted, as thisprovision will become unnecessary once the system for electronic provision of materials
for general meetings of shareholders is introduced.
D. Supplementary provisions are to be established concerning the effectiveness of theabove newly established and deleted provisions. These supplementary provisions shall bedeleted after the appropriate period has elapsed.
(2) The Company proposes to make necessary amendment to Article 24, paragraph 2 of
the Articles of Incorporation to prepare for the increase in the number of Directors serving
as Audit and Supervisory Committee Members.
2. Details of amendments
The proposed amendments are as follows: (Amended parts are indicated by underlining)
Current Articles of Incorporation
Proposed Amendments(Disclosure of reference documents for(Deleted)
general meetings of shareholders, etc., via
the Internet)
Article 20. In convening a general meetingof shareholders, the Company may deemto have provided shareholders withinformation pertaining to matters to be
specified or displayed in reference
documents for shareholders meeting,business report, non-consolidated financial
statements, and consolidated financial
statements by disclosing it via the Internet
in accordance with the applicable
Ordinance of the Ministry of Justice.
(Newly established)(Measures for electronic provision of
information. etc.)
Article 20. In convening a general meetingof shareholders, the Company shall take-5-

measures for electronic provision of
information contained in reference
documents for general meeting ofshareholders, etc.
(2) With respect to the matters for whichmeasures for electronic provision of
information are to be taken, the Company
may choose not to include all or part ofsuch matters that are provided for in the
Ordinance of the Ministry of Justice in the
documents to be delivered to shareholders
who have requested for document deliveryof information by the record date forvoting rights.
(Number of Directors)
Article 24. (Text omitted)
2. The Company shall have not more than
five (5) Directors serving as Audit andSupervisory Committee Members.

(Number of Directors)
Article 24. (Text unchanged)
2. The Company shall have not more thanseven (7) Directors serving as Audit andSupervisory Committee Members.

Supplementary Provision (Transitional
measure for Liability Limitation
Agreement with Outside Corporate
Auditors)(Text omitted)(Newly established)

Supplementary Provisions(Transitional measure for Liability
Limitation Agreement with Outside
Corporate Auditors)
Article 1 (Text unchanged)(Transitional measures regarding theelectronic provision of materials forgeneral meetings of shareholders)
Article 2 The deletion of Article 20 of thecurrent Articles of Incorporation(Disclosure of reference documents forgeneral meetings of shareholders, etc., via
the Internet) and the new establishment of
the proposed amended Article 20(Measures for electronic provision of
information. etc.) shall become effective
as of September 1, 2022.
(2) Notwithstanding the provisions of thepreceding paragraph, Article 20 of thecurrent Articles of Incorporation shallremain in effect for any general meeting ofshareholders to be held on a date within
six months from September 1, 2022.
(3) The provisions of this Article shall bedeleted after six months have elapsed from
September 1, 2022, or three months haveelapsed from the date of a general meetingof shareholders as specified in thepreceding paragraph, whichever is later.

-6-

Proposal 3: Election of Seven (7) Directors (Excluding Directors serving as Audit
and Supervisory Committee Members)
The terms of office of all seven (7) Directors (excluding Directors serving as Audit andSupervisory Committee Members; hereinafter referred to as “Director” in this proposal)
will expire upon the conclusion of this Ordinary General Meeting of Shareholders.
In order to strengthen the functions of the Board of Directors, we propose the election ofseven (7) Directors, including one outside director.
The Audit and Supervisory Committee has deliberated on this proposal and has notified
that each candidate is qualified for the position of Director of the Company.
The candidates for Directors are as follows:

Candidate’s Name

No.

Number ofYears in
OfficeCurrent
Positionat theCompany

Number of
concurrent
positionsat listedcompanies

1

Hiroshi Nakazawa

Reappointment

3

Director−

2

Yuji Kanema

Reappointment

5

Vice
President−

3

Masahiko Kobayashi

Reappointment

3

Director−

4

Yoshimasa Takada

Reappointment

1

Director−

5

Yoshikazu Sakamoto

New Appointment−

Executive
Officer−

6

Akira Sakai

Reappointment

1

Director−

New Appointment

−

−

1

7

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

OutsideIndependent

Candidate for Outside Director
Candidate for Independent Director provided for by the Tokyo Stock
Exchange and the Sapporo Securities Exchange

-7-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

1

Hiroshi Nakazawa (March 21, 1963)

Reappointment

Type and Numberof Shares of theCompany held

Common shares
13,515 shares

Attendance at meetings of the Board of Directors: 13/13meetings (100%)
Joined the Hokuriku Bank, Ltd.
April 1986
General Manager of Ninomiya Branch of the said
April 2005
bank
General Manager of Kotoni Branch of the said bankJune 2007
General Manager of Asakusa Branch of the said bank
April 2009
General Manager of Fukui Branch of the said bankJune 2011
General Manager of Planning Division of the said
June 2014bank
Executive Officer and General Manager of Head
June 2016
Office Business Division of the said bank
Director, Executive Officer and General Manager ofJune 2017
Head Office Business Division of the said bank
Director, Managing Executive Officer and Head ofJune 2018
Toyama Regional Business Division of the said bank
Director of the Company
June 2019
Director and Managing Executive Officer of theJune 2020
Hokuriku Bank, Ltd.
Director, Managing Executive Officer and Head ofJune 2021
Tokyo Regional Business Division of the said bank(present position)
Director of the Company (In charge of Business
Planning Department) (present position)
President and Representative Director of the Hokuriku
June 2022
Bank, Ltd. (scheduled)(Important concurrent position of other organization)
President and Representative Director of the Hokuriku Bank, Ltd.
(scheduled)(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Regional Business Division, as amember of the Group since 1986. Moreover, he has abundant management experience as
the Director of the Company and the Director and Managing Executive Officer of the
Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

-8-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

2

Yuji Kanema (June 11, 1964)

Reappointment

Attendance at meetings of the Board of Directors: 13/13meetings (100%)
Joined the Hokkaido Bank, Ltd.
April 1987
General Manager of Hanakawa Branch of the saidJanuary 2002
bank
Manager and head of Managerial Planning Group of
July 2003
the said bank
Head of Managerial Planning Division of the said
October 2005
bank
Supervisor of Toriimae area and General Manager ofJuly 2011
Toriimae Branch of the said bankExecutive Officer in charge of sales in Okhotsk
April 2013
Region and General Manager of Kitami Branch of thesaid bankExecutive Officer in charge of sales in Sapporo,
June 2015
Ishikari and Sorachi Region of the said bank
Director, Managing Executive Officer and Head ofJune 2016
Planning and Management Section of the said bank
Director of the Company
June 2017
Director of the Company (In charge of Planning
June 2019
Group and Administration Group)
Executive Officer of the Hokuriku Bank, Ltd.
President and Representative Director of theJune 2021
Hokkaido Bank, Ltd. (present position)
Vice President and Representative Director of theCompany (present position)

Type and Numberof Shares of theCompany held

Common shares
6,219shares(Important concurrent position of other organization)
President and Representative Director of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in Head of Managerial Planning Division and Executive Officer incharge of sales in several regions, as a member of the Group since 1987. Moreover, he hasabundant management experience as the Vice President and Representative Director of theCompany and the President and Representative Director of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

-9-

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

3

Masahiko Kobayashi (January 4, 1964)

Reappointment

Attendance at meetings of the Board of Directors: 13/13meetings (100%)
Joined the Hokuriku Bank, Ltd.
April 1987
Deputy General Manager of Asahikawa Branch of theJanuary 2006
said bank
General Manager of Obihiro Branch of the said bankJune 2007
General Manager of Kanazawa Minami Chuo Branch
June 2010of the said bank
General Manager of Shinjuku Branch of the said bankJune 2012
June 2014
General Manager of Sapporo Branch of the said bankJune 2016
General Manager of Planning Division of the saidbankJune 2017
Executive Officer and General Manager of Planning
Division of the said bank
Director and Managing Executive Officer of the said
June 2019bank(present position)
Director of the Company (In charge of PlanningGroup and Administration Group)
Executive Officer of the Hokkaido Bank, Ltd.
(present position)
Director of the Company (In charge of Corporate
June 2021
Planning Department) (present position)

Type and Numberof Shares of theCompany held

Common shares
10,500 shares(Important concurrent position of other organization)
Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
Executive Officer of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in business promotion and corporate planning, etc., as a member of theGroup since 1987. Moreover, he has abundant management experience as the Director of theCompany and the Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

- 10 -

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)4

Yoshimasa Takada (February 28, 1965)

Reappointment

Attendance at meetings of the Board of Directors: 9/9meetings (100%)
Joined the Hokkaido Bank, Ltd.
April 1989
Manager and head of Retail Business Group of theApril 2004
said bank
Head of Retail Business Division of the said bank
October 2005
General Manager of Hayakita Branch of the said bank
October 2006
June 2009
Head of Business Planning Division of the said bank
October 2012
Head of Managerial Planning Division of the saidbankJune 2014
Supervisor of Tsukisamu area and General Manager
of Tsukisamu Branch of the said bankJune 2017
Executive Officer in charge of Business Planning of
the said bankJune 2018
Executive Officer and Deputy Head of Sales
Promotion Section in charge of Business Planning of
the said bankJune 2020
Director, Managing Executive Officer and Head of
Sales Promotion Section of the said bank (present
position)
June 2021
Director of the Company (In charge of Business
Planning Department) (present position)

Type and Numberof Shares of theCompany held

Common shares
7,062 shares(Important concurrent position of other organization)
Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in business planning, etc., as a member of the Group since 1989.
Moreover, he has abundant management experience as the Director of the Company and the
Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

- 11 -

No

5

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)Type and Numberof Shares of theCompany held

Yoshikazu Sakamoto (September 3, 1963)
New appointment
Joined the Hokuriku Bank, Ltd.
April 1987
General Manager of Mikuni Branch of the said bankJune 2007
General Manager of Kanazawa Toiyamachi Branch ofJanuary 2010
the said bank
General Manager of Toyama Ekimae Branch of theJune 2012
said bank
General Manager of Shibuya Branch of the said bankJune 2015
General Manager of Osaka Branch of the said bankJune 2017
Executive Officer and General Manager of Loan
June 2019
Division of the said bank
Director and Executive Officer of the said bankJune 2021(present position)
Executive Officer of the Company (In charge of Loan
Planning) (present position)

Common shares
2,551shares(Important concurrent position of other organization)
Director and Executive Officer of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Loan Division, as a member of theGroup since 1987. Moreover, he has abundant management experience as the Director andExecutive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

- 12 -

No

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)

6

Akira Sakai (February 2, 1961)

Reappointment

Attendance at meetings of the Board of Directors: 9/9meetings (100%)
Joined the Hokkaido Bank, Ltd.
April 1984
General Manager of Tobetsu Branch of the said bank
April 2003
Manager and head of Audit Group of the said bank
April 2005
Head of Audit Division of the said bank
October 2005
General Manager of Hanakawa Branch of the said
April 2006bank
Deputy General Manager of Kushiro Branch of theApril 2008
said bankSupervisor of Otaru area and General Manager ofJune 2010
Otaru Branch of the said bankSupervisor of Kotoni area and General Manager ofApril 2013
Kotoni Branch of the said bank
Officer, Supervisor of Kotoni area and General
March 2016
Manager of Kotoni Branch of the said bankExecutive Officer and General Manager of Tokyo
June 2016
Branch of the said bank
Full-time Corporate Auditor of the said bankJune 2018
Director and Executive Officer of the Hokuriku Bank,
June 2021
Ltd. (present position)
Executive Officer of the Hokkaido Bank, Ltd.
(present position)
Director of the Company (In charge of Risk
Management Department) (present position)

Type and Numberof Shares of theCompany held

Common shares
11,350 shares(Important concurrent position of other organization)
Director and Executive Officer of the Hokuriku Bank, Ltd.
Executive Officer of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Audit Division, as a member of theGroup since 1984. Moreover, he has abundant experience as the Director of the Company andthe Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

- 13 -

No

7

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)
Yutaka Yokoi (January 10, 1955)
New Appointment
Outside Director Independent Director
Joined the Ministry of Foreign Affairs of Japan
April 1979
September 2006 Minister, Embassy of Japan in the United States ofAmerica
Consul-General of Japan in Shanghai
July 2008
Envoy Extraordinary and Minister Plenipotentiary ofAugust 2010
Japan to the People’s Republic of China
September 2011 Press Secretary/Director-General for Press and Public
RelationsAmbassador Extraordinary and Plenipotentiary ofAugust 2013
Japan to Turkey
Ambassador Extraordinary and Plenipotentiary ofMarch 2016
Japan to the People’s Republic of China
Resigned from the Ministry of Foreign Affairs ofDecember 2020
Japan
Outside Director of the Toyo Ink SC Holdings Co.,Ltd
March 2021
Deputy Director-General of Chiba Institute ofOctober 2021
Technology (present position)
Distinguished Professor of the said University (present
January 2022
position)
March 2022
Director serving as Audit and Supervisory Committee
Member of the Toyo Ink SC Holdings Co.,Ltd.
(outside) (present position)

Type and Numberof Shares of theCompany held−

(Important concurrent position of other organization)
Director serving as Audit and Supervisory Committee Member of the
Toyo Ink SC Holdings Co.,Ltd
Senior Executive Board Member of the Japanese Olympic Committee
Deputy Director-General of Chiba Institute of Technology
Distinguished Professor of Chiba Institute of Technology(Reasons for election of the candidate for Outside Director and overview of expected roles)
He has long served in important positions at the Ministry of Foreign Affairs of Japan and has
specialized international insight fostered through his experience as diplomat and has
extensive expertise about the international affairs, economy and business environment.
The company has selected him as a candidate for Outside Director because he is expected tocontribute to strengthen the effectiveness of the decision-making and supervisory functions of
the Board of Directors by supervising and advising the executives from global perspectives,
utilizing his extensive experience and expertise.
Although he has not been directly engaged in the management of a corporation other than as
an outside officer in his career, the company believes that he is well qualified to perform his
duties as an outside director because of the reason stated above.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.

- 14 -

(Matters to be stated regarding candidates for directors)
The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Mr. Nakazawa, Mr. Kanema, Mr. Kobayashi, Mr. Takada,
Mr. Sakamoto, Mr. Sakai and Mr. Yokoi are elected as Directors at this General Meeting of Shareholders,
they will be insured under the said insurance policy. The insurance policy shall cover damages that may
occur due to the insured officer, etc., assuming responsibility for the execution of his/her duties or
receiving claim related to the pursuit of such responsibility. However, there are certain exemptions thatare not covered, such as damages caused by his/her violation of laws and regulations. The insurance
premiums are fully paid by the company, and the insured does not bear the actual cost of insurance. The
insurance policy has a deductible, and any damage up to the deductible will not be covered. The company
plans to renew the policy on July 2022, which is in the middle of each candidate’s term of office.
(Matters to be stated regarding candidate for outside director)(1)Mr. Yokoi is a candidate for Outside Director. The company shall register Mr. Yokoi as an Independent
Director provided for by the Tokyo Stock Exchange and the Sapporo Securities Exchange, subject tothe approval of election at this General Meeting of Shareholders.
(2)The Company has entered into liability limitation agreements with Outside Directors to the effect that
the Company ensures that Outside Directors shall assume the liability for damages with limits ofminimum amount prescribed in Article 425, paragraph 1 of the Companies Act, as long as acting ingood faith and without gross negligence in performing their duties. If Mr. Yokoi is elected as Outside
Director at this General Meeting of Shareholders, the Company shall sign the said agreements withhim.

- 15 -

Proposal 4: Election of a Director serving as Audit and Supervisory Committee
MemberIn order to strengthen the functions of the Audit and Supervisory Committee, we propose
the election of one (1) Outside Director serving as Audit and Supervisory Committee
Member.
There are currently four (4) Directors serving as Audit and Supervisory Committee
Members (including three (3) Outside Directors). Subject to the approval of this proposal,
the number of Directors serving as Audit and Supervisory Committee Members shall befive (5) (including four (4) Outside Directors).
The Audit and Supervisory Committee has approved this proposal.
The candidate for Director serving as Audit and Supervisory Committee Member is asfollows:

Candidate’s Name

No.

1Marie Ogawa
OutsideIndependent

New Appointment

Number ofYears in
OfficeCurrent
Positionat theCompany

Number of
concurrent
positionsat listedcompanies−−−(Notes) No special interests exist between the candidate and the Company.

OutsideIndependent

Candidate for Outside Director
Candidate for Independent Director provided for by the Tokyo Stock
Exchange and the Sapporo Securities Exchange- 16 -

No

1Name (Date of birth)Type and Number
Career Summary (Titles and Assignments in the Company and subsidiary of Shares of theCompany heldbanks and concurrent positions of other organizations)Marie Ogawa (November 22, 1962)
New Appointment−
Outside Director Independent Director
April 1986
Joined the Bank of JapanMay 2001
Assistant Director of Public Relations Department of
the said bank
July 2004
Director of Public Relations Department of the saidbankDirector of Administration Department of the said
November 2006bank
Director of Personnel and Corporate Affairs
August 2010
Department of the said bankPart-time Instructor of Otuma Women’s University
April 2015
Junior College Division (Concurrent post)
Director of Administration Department of the Bank
June 2017of Japan
Chief Representative, Toyama Office
June 2019
Resigned from the Bank of Japan
March 2022
Head of Diversity Promotion Office of Corporate
April 2022
Headquarters of J.F. Oberlin Schools (present
position)
General Manager of Career Development Center of
J.F. Oberlin University (present position)(Important concurrent position of other organization)
Head of Diversity Promotion Office of Corporate Headquarters of J.F.
Oberlin Schools
General Manager of Career Development Center of J.F. Oberlin
University(Reasons for election of the candidate for Outside Director and overview of expected roles)
She has long served in important positions at the Bank of Japan and has extensive experienceand expertise in the fields of finance and legal affairs. She is also familiar with the local
economy and has extensive insight on diversity and inclusion.
The company has selected her as a candidate for Outside Director serving as Audit andSupervisory Committee Member because she is expected to contribute to strengthen theeffectiveness of the decision-making and supervisory functions of the Board of Directors aswell as the functions of the Audit and Supervisory Committee by supervising and advising
the executives from diverse perspectives, utilizing her extensive experience and expertise.
Although she has not been directly engaged in the management of a corporation, thecompany believes that she is well qualified to perform her duties as an outside director
because of the reason stated above.
(Independence of the candidate)
She satisfies the Independence Standards for Outside Directors of the Company.

(Notes)(1) Ms. Marie Ogawa is candidate for Outside Director. The company shall register Ms. Ogawa as an
Independent Director provided for by the Tokyo Stock Exchange and the Sapporo Securities
Exchange, subject to the approval of election at this General Meeting of Shareholders.
(2) The Company has entered into liability limitation agreements with Outside Directors to the effectthat the Company ensures that Outside Directors shall assume the liability for damages with limitsof minimum amount prescribed in Article 425, paragraph 1 of the Companies Act, as long as acting
in good faith and without gross negligence in performing their duties. If Ms. Ogawa is elected as
Outside Director at this General Meeting of Shareholders, the Company shall sign the said
agreement with her.
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(3) The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Ms. Ogawa is elected as Director at this General
Meeting of Shareholders, she will be insured under the said insurance policy. The insurance policy
shall cover damages that may occur due to the insured officer, etc., assuming responsibility for the
execution of his/her duties or receiving claim related to the pursuit of such responsibility. However,there are certain exemptions that are not covered, such as damages caused by his/her violation oflaws and regulations. The insurance premiums are fully paid by the company, and the insured does
not bear the actual cost of insurance. The insurance policy has a deductible, and any damage up to
the deductible will not be covered. The company plans to renew the policy on July, 2022, which isin the middle of candidate’s term of office.
(Reference)
1. Policy on the composition and size of the Board of Directors
The Board of Directors shall have a balanced composition with diverse knowledge and expertise, andshall maintain an appropriate number of members to enable the Board of Directors to function
effectively and efficiently and to engage in constructive discussions.
The number of Directors shall be twelve (12), of which five (5) will be outside directors (41% of thetotal) and one (1) will be female director, upon the conclusion of this General Meeting of Shareholders.
2. Nomination Policy and Procedures for Director candidates[Directors (excluding Directors serving as Audit and Supervisory Committee Members)]
The company shall select as candidates those who have knowledge andNomination
experience that enable them to accurately, fairly and efficiently carry out the
Policybusiness management of the bank, or those who have a high level of ability
and knowledge necessary to carry out their duties, considering their work
experience outside the Group. Moreover, the candidates must have sufficientsocial credibility, and be expected to enhance the corporate value of the Group
based on the management philosophy.
To ensure fairness and transparency, decisions are made by the Board ofProcedures
Directors after receiving advice from the Nomination and Compensation
Committee.
(note) The Board of Directors have established the Nomination andCompensation Committee as an advisory body, which examines matters related
to nomination and compensation of directors and executives and provides
appropriate advice to the Board of Directors.
(Role)(1)Advise on matters related to nomination and compensation of Directors(excluding Directors serving as Audit and Supervisory Committee
Members) and executives(2) Advise on matters related to nomination and compensation of Directors
serving as Audit and Supervisory Committee Members(Composition)
The Nomination and Compensation Committee consists of three or more
directors. Majority of them shall be outside directors and the chairman
shall be chosen from such outside directors to ensure its independence.
[Directors serving as Audit and Supervisory Committee Members]
The company shall select as candidates those who have knowledge andNomination
experience that enable them to accurately, fairly and efficiently audit the
Policyexecution of duties by directors, or those who have a high level of ability andknowledge necessary to carry out their duties, considering their work
experience outside the Group. Moreover, the candidates must have sufficientsocial credibility, and be expected to enhance the corporate value of the Group
based on the management philosophy.
The decision is made by the Board of Directors with the consent of the Audit
Procedures
and Supervisory Committee based on the selection criteria.

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3. Main experience/ expertise of directors, expected fields(Position after the conclusion of this General Meeting of Shareholders is shown in the table below.)(1)Inside Directors
Corporate
Risk
Sales/
HR
Financial
Name
Position
IT
Planning management Finance management
marketHiroshiNakazawa

President

〇

〇

Yuji
KanemaVice
President〇〇〇

Masahiko
Kobayashi

Director〇〇〇

Yoshimasa
TakadaDirector〇〇

Yoshikazu
Sakamoto

Director

Akira
Sakai

Director

Hirokuni
Kitagawa

Director
serving as
Audit andSupervisory
Committee
Member

〇

〇

〇

〇

〇

〇

〇

〇

〇

(2)Outside Directors
Name

Position

Corporate
management

MasaakiManabeDirector serving as Audit
and Supervisory Committee
Member〇SuzukiNobuyaDirector serving as Audit
and Supervisory Committee
Member〇

Kaoru
Funamoto

Director serving as Audit
and Supervisory Committee
Member

〇

〇

Marie
Ogawa

Director serving as Audit
and Supervisory Committee
Member〇〇YutakaYokoi

Director

FinanceLegalaffairs

Globalaffairs〇〇(Notes) The table above does not represent all of the experience and expertise of each Director.

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4. Independence Standards for Outside Directors of the Company
A candidate for Outside Directors shall be, in principle, a person who does not fall under or has notrecently fallen under any of the following:(i)A person who has the Company or its subsidiary as a major business partner, or a person engaged in
the execution of business of a corporation etc., which has the Company or its subsidiary as a major
business partner.
(ii)A person who is a major business partner of the Company or its subsidiary, or a person engaged in
the execution of business of a corporation etc., which is a major business partner of the Company or its
subsidiary.
(iii)A consultant, an accounting expert or a legal expert etc., who receives a large amount of money orother property excluding remuneration received as Directors or Corporate Auditors from the Company
or its subsidiary.
(iv)An employee of consulting office, accounting office or law office which has the Company or its
subsidiary as major business partner.
(v)A person who receives large donation from the Company or its subsidiary or a person engaged in theexecution of business of a corporation etc., which receives large donation from the Company or its
subsidiary.
(vi)A major shareholder of the Company (shareholder who possesses voting rights more than 10% ofthat of total shareholders), or a person engaged in the execution of business of a corporation etc., which
is a major shareholder of the Company.
(vii)A close relative of the following person (excluding non-material person)
A. A person who falls under any of (i) through (vi) above
B. A Director, a Corporate Auditor, an Executive Officer and a material employee of theCompany or its subsidiary
The definition of “recently”“Recently” denotes a time that can be deemed to be substantively the same as the present; for example,
a person is not independent if that person was major business partner at the time when the proposal
electing that person as an Outside Director was decided.
The definition of “major”
More than 1% of consolidated sales (consolidated gross business profits as for the Company) of themost recent business term
The definition of “corporation etc.”
Institution other than corporation is included
The definition of “large (amount of money or other property, donation)”
More than 10 million yen per year on average over the last 3 years
The definition of “close relative”
Family member within the second degree of kinshipThe definition of “non-material person”
A Person who is “material” means an officer or a manager, or a certified public accountant or a lawyer
in case that person belongs to an accounting office or a law office.

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