These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals shall prevail. The Company assumes no responsibility for these translations or for direct,
indirect or any other forms of damage arising from the translations.
(Securities Code: 8418)
December 3, 2021
Dear Shareholders:
Keisuke Mukunashi
President, Representative
Director and Group CEO
Yamaguchi Financial Group, Inc.
2-36, 4-chome Takezaki-cho
Shimonoseki, Yamaguchi

NOTICE OF CONVOCATION OF
AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that an Extraordinary General Meeting of Shareholders (the “Meeting”)
of Yamaguchi Financial Group, Inc. (the “Company”) will be held as described below.
In response to the recent novel coronavirus (COVID-19) pandemic, as a result of carefulconsideration, we will hold the Meeting after taking appropriate infection prevention measures whenholding the Meeting. If you intend to attend the Meeting in person, please check the status of thepandemic and your physical condition on the day of the Meeting and cooperate with preventing the
spread of infection.
We also recommend that you consider exercising your voting rights for the Meeting in advance via
the Internet or in writing to prevent the spread of infection.
If you exercise your voting rights in advance via the Internet or in writing, please review theReference Materials for the General Meeting of Shareholders (described hereinafter) and exercise
your voting rights by 5:30 p.m. on Thursday, December 23, 2021 Japan time, following the
instructions in “Guidance on Exercise of Voting Rights” and “Guidance on Exercise of Voting Rights
via the Internet” on pages 3 and 4, respectively.
1. Date and Time: 10:00 a.m., Friday, December 24, 2021
(Reception of attendees begins at 9:00 a.m.)
2. Place:

8F Hall, Head Office of Yamaguchi Bank
2-36, 4-chome Takezaki-cho, Shimonoseki, Yamaguchi

In order to prevent the spread of infection, we will secure space between seats at the Meeting, thus
the number of seats available for shareholders will be reduced. Therefore, admission may be
restricted on the day of the Meeting. We may also restrict the admission of shareholders if wedetermine that the pandemic will pose a risk to the health of our shareholders.
In addition, we will not be giving souvenirs to shareholders attending the Meeting. Thank you foryour understanding and cooperation.

1

3. Agenda:
Matters to be resolved:
Proposal 1: Dismissal of Director Takeshi Yoshimura
Proposal 2: Election of One (1) Director (Excluding Directors Who Serve as Audit andSupervisory Committee Members)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~● If you attend the Meeting in person, please submit the enclosed Voting Rights Exercise Form to
reception on the day of the Meeting. Please also bring this Notice of Convocation to the Meeting
to save paper. For attendance by proxy, please present to the Meeting receptionist a document
evidencing the proxy’s authority, together with the Voting Rights Exercise Form. Please note thatthe proxy must be a shareholder of the Company entitled to exercise his or her own voting rights
at the Meeting.
● Any revisions to the Reference Materials for the General Meeting of Shareholders will be postedon the Company’s website (https://www.ymfg.co.jp).

2

GUIDANCE ON EXERCISE OF VOTING RIGHTS
1.

Exercise of Voting Rights via the Internet, Etc.
Please access the website to exercise voting rights (https://evote.tr.mufg.jp/) and follow the onscreen instructions to indicate your approval or disapproval of the proposals by 5:30 p.m. on
Thursday, December 23, 2021 Japan time.

2.

Exercise of Voting Rights by Mail
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it by 5:30 p.m. on Thursday, December 23, 2021 Japan time.
If you do not indicate approval or disapproval of the proposals on the said enclosed voting form,
the Company will deem that you approve these proposals.

3.

Exercise of Voting Rights by Attending the Meeting
If you attend the Meeting, please submit the enclosed Voting Rights Exercise Form to
reception on the day of the Meeting.
Date and Time: 10:00 a.m. on Friday, December 24, 2021 Japan time3

GUIDANCE ON EXERCISE OF VOTING RIGHTS VIA THE INTERNET
Scanning QR code
You can log in to the Voting Website via a QR code without entering the Log-in ID and provisional
password printed in your Voting Rights Exercise Sub-Form.
(1) Please scan the QR code printed on your Voting Rights Exercise Sub-Form (right portion).
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
(2) After scanning the QR code, please follow the on-screen instructions and indicate your approvalor disapproval of each proposal.
You can log in by using the QR code only once. In case of exercising your voting rights again or
exercising your voting rights without using the QR code, please follow the instruction in “Entering
Log-in ID and provisional password” below.
Entering Log-in ID and provisional password
Voting Website (https://evote.tr.mufg.jp/)(1) Access the Voting Website.
(2) Enter the log-in ID and provisional password printed on your Voting Rights Exercise Form andclick “Log in.”(3) Enter your “New password” and click “Submit” to register.
(4) Follow the on-screen instructions and indicate your approval or disapproval of each proposal.
[Notes for exercising voting rights via the Internet]■ Shareholders will be responsible for the Internet connection charges, communication charges, etc.,
arising from accessing the Voting Web Site.
■ Voting right exercised multiple time Please note that if a voting rights are exercised by both mail and the Internet, only the Internet
vote will be treated as valid irrespective of the arrival date and hour of voting.
 If a voting rights are exercised via the Internet more than one time, the last vote will be treatedas valid.
If you have any inquiries on how to operate your computer or smartphone when exercising yourvoting rights via the Internet, please contact the following.
CONTACT FOR SYSTEM INFORMATION
Help Desk: Security Agency, Mitsubishi UFJ Trust & Banking Corporation
Tel.: 0120-173-027 (9:00–21:00 JST, toll-free in Japan)

Institutional investors can use the electronic voting platform for institutional investors operated
by ICJ, Inc.

4

REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References
Proposal 1:

Dismissal of Director Takeshi Yoshimura

Director subject to dismissal:
Director Mr. Takeshi Yoshimura
Reasons for the proposal:
As explained in the “Notice Concerning the Investigation Report by the Internal Investigation
Division and Next Steps,” released on October 14, 2021, the Internal Investigation Division
examined “how the new bank establishment project had been carried out” and the related events,
with guidance from external legal counsel to ensure the transparency and fairness of theinvestigation. The results were compiled in the “Investigation Report (by the Internal Investigation
Division; hereinafter, the “Investigation Report”),” which determined that Mr. Takeshi Yoshimura
violated the Company’s Board of Directors Regulations and had been executing duties related to the“new bank establishment project” without obtaining any resolution from the Board of Directors anddeviating from his authority, as well as exhibiting conduct that raises concerns over his qualification
as a representative director of a bank holding company.
The report called into question Mr. Takeshi Yoshimura’s qualification as a director of a bank holding
company expected to possess superior characteristics according to the Banking Act and theComprehensive Guidelines for Supervision of Regional Financial Institutions. The report also
recommended that the Company’s Board of Directors (the “Board”), Representative Directors andNomination Committee discuss and review the Company’s management control system, including
the qualifications of Mr. Takeshi Yoshimura’s qualification as a director of a bank holding company.
Furthermore, to carefully discuss and review Mr. Takeshi Yoshimura’s qualification as a Director of
the Company, the Board also needs to ensure the validity of its judgment as well as the objectivity
and transparency of its decision-making process. Accordingly, the Board consulted with theNomination Committee on October 6, 2021 about whether Mr. Takeshi Yoshimura is suitable as a
Director of the Company, and the Committee found him unqualified.
The Board carefully discussed and reviewed Mr. Takeshi Yoshimura’s qualification as a Director of
the Company, duly considering the investigation results and recommendations in the Investigation
Report as well as the Nomination Committee’s findings. The discussion and review concluded Mr.
Takeshi Yoshimura’s overall conduct regarding “how the new bank establishment project had been
carried out” and the related events determined in the Investigation Report are as follows: (1) his
conduct is considered to clearly contradict the philosophy of “being always conscious of the weight ofthe public mission of a financial group and striving to gain unwavering trust through sound business
operations” by “strictly complying with all laws and rules and conducting sincere and fair corporate
activities without deviating from social norms,” as set forth in the YMFG Charter of Conduct, which
the Company’s officers and employees should follow; (2) Mr. Takeshi Yoshimura was in a position
expected to comply with the YMFG Charter of Conduct and all the more set an example for theCompany’s employees as a Director, nevertheless he failed to fulfill his role; (3) his conduct is deemed
to have jeopardized the relationship of trust with other Directors, including Outside Directors, of theBoard, deviated from the rule on the division of authority between the Board, Chairman and
Representative Director, lacked timely and appropriate information sharing with the Board, as wellas undermined the supervisory function of the Board, which requires an extremely high standard ofeffectiveness for a bank holding company; and (4) Mr. Takeshi Yoshimura, serving as the CEO,5

repeatedly referred to his own resignation to the Board in relation to the establishment of theinvestigation committee that had conducted the previous internal investigation, which amounts toabandoning his responsibilities as a Director, and since he repeated such remarks, Mr. Takeshi
Yoshimura cannot be expected to fulfill the important responsibilities of being a Director to checkand curb the execution of duties by Representative Directors and to actively participate in thedecision-making and supervision of business execution at the Board. On the basis of the above, theCompany determined that if it failed to address governance issues arising from Mr. Takeshi
Yoshimura’s business execution, it cannot avoid the risk of impairing the Company’s corporate value,
and that Mr. Takeshi Yoshimura is not qualified to serve as a Director of the Company. As a result,the Board meeting held on October 14, 2021 resolved to urge Mr. Takeshi Yoshimura to resign as a
Director of the Company, and the request for resignation was served accordingly. The Company gave
Mr. Takeshi Yoshimura opportunities to present his views at Board meetings held on October 7 and
14, 2021 and from the perspective of improving the Company’s corporate value, hoped that Mr.
Takeshi Yoshimura would decide to take the request for resignation from the Board seriously.
However, Mr. Takeshi Yoshimura has remained adamant that the investigation results in theInvestigation Report are unreasonable and so far has refused to resign, with no offer of resignation
made to date.
The Company believes that the Internal Investigation Division conducted the investigation withtransparency and fairness through guidance from external legal counsel, and the investigation
results were compiled in the Investigation Report accordingly. Moreover, after the Board meeting
held on October 14, 2021, the Company was still after the Board meeting held on October 14, 2021,
the Company is still of the opinion that in consideration of Mr. Takeshi Yoshimura’s overall conduct
regarding “how the new bank establishment project had been carried out” and the related events
described in the Investigation Report as mentioned above, if such governance issues arising from Mr.
Takeshi Yoshimura’s business execution continue to be left unresolved, the sustainable improvementof the Company’s corporate value may be hampered. As such, the Company has determined that Mr.
Takeshi Yoshimura does not have the required qualifications of a Director of the Company.
For the above reasons, the Board proposes to dismiss Mr. Takeshi Yoshimura as a Director of theCompany.
This proposal was reviewed at the Audit and Supervisory Committee with no objections raised.
Furthermore, in submitting this proposal, the Board consulted with the Nomination Committee toensure the validity of its judgement and the objectivity and transparency of the decision-making
process. On October 21, 2021, the Board received a recommendation from the Nomination
Committee that it was right to submit this proposal at the Meeting and propose Mr. Takeshi
Yoshimura’s dismissal to shareholders, as it was determined that he is not suited to be a Director of
the Company.

6

<Dismissal of Director Mr. Takeshi Yoshimura (Summary of Reasons for the Proposal)>
Investigation results
Determined that Mr. Takeshi Yoshimura violated the Board of
Directors Regulations and had been executing duties without
Investigation Report byobtaining any resolution from the Board of Directors
the Internal Investigation ■Conducted that Mr. Takeshi Yoshimura’s conduct raises
Divisionconcerns over his qualifications as a representative director of abank holding company[released on October 14,
Recommendations
2021]■ Recommended that the Company’s Board of Directors,
Representative Directors and Nomination Committee discuss andreview Mr. Takeshi Yoshimura’s qualification as a director of abank holding company and other matters■

To carefully discussion and review, the Board of Directors consulted with
the Nomination Committee on October 6, 2021 regarding Mr. Takeshi
Yoshimura’s qualifications as a Director of the Company, and the Committee’
found him unqualified.

■■■
Resolution of the Board of
Directors to urge Mr.
Takeshi Yoshimura to
resign■[held on October 14, 2021]

Reasons for the request for resignation
Mr. Takeshi Yoshimura’s conduct is considered to clearly
contradict the philosophy of the YMFG Charter of Conduct, which
the Company’s officers and employees should follow
Mr. Takeshi Yoshimura was in a position expected to comply with
the YMFG Charter of Conduct and all the more set an example asa Director, but he failed to do so
His conduct jeopardized the relationship of trust with other
Directors of the Board, deviated from the rule on the division of
authority between the Board, Chairman and Representative
Director, lacked timely and appropriate information sharing with
the Board, as well as undermined the supervisory function of theBoard of Directors
Mr. Takeshi Yoshimura, serving as the CEO, repeatedly referred
to his own resignation, which amounts to abandoning his
responsibilities as a Director, and since he repeated suchremarks, he cannot be expected to fulfill important
responsibilities of being a Director
The Company determined that if it failed to address governanceissues arising from Mr. Takeshi Yoshimura’s business execution,
it cannot avoid the risk of impairing the Company’s corporate
value, and that Mr. Takeshi Yoshimura is not qualified to serve
as a Director of the Company. Accordingly, the Board of Directors
resolved to urge Mr. Takeshi Yoshimura resign as a Director of
the Company

7

For submitting this proposal to the Extraordinary General Meeting of
Shareholders, the Board of Directors consulted with the Nomination
Committee on October 21, 2021 to ensure the validity of its judgment and theobjectivity and transparency of the decision-making process, and received arecommendation that it was right to propose Mr. Takeshi Yoshimura’s
dismissal to shareholders, as it was determined that he is not suited to be a
Director■
Resolution of the proposal
at the Extraordinary
General Meeting of
Shareholders[held on November 1,
2021]

ProposalDismissal of Director Takeshi Yoshimura

Reasons for the proposal■
The Board meeting held on October 14, 2021 resolved to urge
Mr. Takeshi Yoshimura to resign as a Director, and the request
for resignation was served accordingly■
Mr. Takeshi Yoshimura so far has refused to resign and has not
yet offered his resignation■
The Board of Directors is still of the opinion that governanceissues arising from Mr. Takeshi Yoshimura’s business execution
cannot be left unresolved and that he does not have the required
qualifications of a Director

For the “Investigation Report by the Internal Investigation Division,”
please scan the QR code on the right.

8

Proposal 2:

Election of One (1) Director (Excluding Directors Who Serve as Audit andSupervisory Committee Members)

Reasons for the proposal:
If Proposal 1 for the Meeting is passed, President and Representative Director Keisuke Mukunashi
will be the only internal Director of the Company. If for some reason it becomes difficult for President
and Representative Director Keisuke Mukunashi executing to continue his duties as a Director,
there will be no internal Director, posing a risk that the continuation of the Company’s businessexecution may be hampered. In addition, as described in “Reasons for selection as candidate for
Director” below, there is a need to further strengthen the management system for the purpose ofsustainably improving the Company’s corporate value through the steady formulation,
implementation, and achievement of the next medium-term management plan currently being
prepared.
For the above reasons, the Company proposes the election of one (1) candidate for Director described
below. This proposal shall take effect on the condition that Proposal 1: Dismissal of Director Takeshi
Yoshimura is approved as originally proposed and the dismissal of Mr. Takeshi Yoshimura based on
Proposal 1 results.
This proposal was reviewed at the Audit and Supervisory Committee with no objections raised.
Furthermore, in presenting this proposal, the Board of Directors consulted with the Nomination
Committee to ensure the validity of its judgment and the objectivity and transparency of thedecision-making process. On October 21, 2021, the Board of Directors received a recommendationfrom the Nomination Committee that in accordance with the criteria for electing Directors set forth
by the Board of Directors, the Director candidate described below has the required qualifications
and is suitable as a Director of the Company.
The candidate for Director is as follows:
Narumasa Soga (New appointment)(Male, date of birth: July 5, 1963)

Number of the Company’s shares held
Years as a Director

29,400—Brief personal profile, position and principal duty in the Company, and important concurrent positions
April 1987
Joined The Yamaguchi Bank, Ltd.
June 2019
Managing Executive Officer, General
April 2006
General Manager, Hatsukaichi BranchManager of the Corporate Bankingof the said bankBusiness Group and General Manager
May 2008
General Manager, Kobe Branch of theof the Regional Business Development
said bankGroup of the Company
April 2010
General Manager, Business Strategy
June 2019
Senior Managing Director of Momiji
Planning Department of the Company
Bank, Ltd.
April 2014
General Manager, Tokyo Branch of The November 2019 Executive Officer and General
Yamaguchi Bank, Ltd.
Manager of the Corporate Banking
June 2015
Director and General Manager, Tokyo
Business Group of the Company
Branch of the said bankJune 2020
President and Representative Director
June 2017
Director and General Manager, Ubeof YM CONSULTING CORPORATION
Branch of the said bankJune 2021
Senior Managing Executive Officer andGeneral Manager of the Financial Unitof the Company (present position)[Reasons for selection as candidate for Director]
The Company takes to heart the findings of the “Investigation Report (by the Internal Investigation Division),”which was prepared by the Internal Investigation Division and released on October 14, 2021, and the investigation
report by the investigation committee established in May 2021, which found the need for an investigation by theInternal Investigation Division, as well as recommendations for improvement. Preparation is currently under way
to promptly formulate and implement improvement measures. Under such circumstances, the Company faces theneed to enhance more than ever the governance system that forms the basis of management and to further increase
the effectiveness of each measure currently being implemented under a sound governance system. The specific9details of these efforts will be presented in the next medium-term management plan (hereinafter, the “MTP”), whichis already under preparation.
Steadily formulating, implementing and achieving the MTP are the most important tasks for sustainably improving
the Company’s corporate value. The analysis of the skills possessed by the current Directors of the Company led tothe conclusion that, to steadily formulate, implement and achieve the MTP, it is necessary to add a person who has
the knowledge and experience to organically link the financial division, which was the starting point for establishing
the group of the Company (hereinafter, the “Group”) as a financial holding company and is still a dominant sourceof earnings, and the consulting/life planning division, which is positioned as a field targeted for future businessexpansion. In this regard, Mr. Narumasa Soga has a wealth of knowledge and experience in business
implementation/strategy and corporate strategies, through having served as a general manager of several largescale branches as a Director and Executive Officer of subsidiaries of the Company, and having held important
positions equivalent to General Manager of the Financial Unit and General Manager of the Regional Co-creation
Unit in the current organizational structure and served as an executive of an affiliated company. Thus, he supplies
the skills lacking in the Board of Directors, brings new perspectives and can be relied on to drive the formulation,
implementation and achievement of the MTP. The Company also believes that as Mr. Narumasa Soga has held
important positions in both business and administrative divisions, he can be expected to engage in business
operations from the perspectives of a wide range of stakeholders, from a standpoint that the current Directors do
not have, and thus sustainably improve the Company’s corporate value.
In light of Mr. Narumasa Soga’s professional experience and the abilities mentioned above, it can be said that hepossesses excellent qualifications and abundant experience necessary for the sound and effective operation of theGroup, as he is familiar with the Group’s business and has a deep understanding of the Company’s governancesystem. Accordingly, the Company deems him capable of appropriately executing the duties of Director of theCompany and selected him as a candidate for Director. The above-mentioned expertise of Directors of the Company
and their roles within the Company are also shown in the attached Skills Matrix.
(Notes)1. No special interests exist between Mr. Narumasa Soga and the Company.
2.

The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3 of
the Companies Act insuring all its Directors. If Mr. Narumasa Soga is elected as Director at the Meeting, he will
be insured under the insurance contract. The insurance contract covers damages incurred by Directors arisingfrom legal liability assumed when executing their duties.

10

<Skills Matrix> Internal Directors’ skill categories and areas of financial business experience, as
well as expected priority areas of Outside Directors
Skills, etc., of Directors of the Company upon approval of Proposals 1 and 2 at the Meeting are as
follows:

Skill Categories/Financial Business Experience (internal directors)
Name

Position
Corporate
governance/
Sustainability

Regional
revitalization

Corporatebanking sales

Keisuke Mukunashi Director and Group CEO

〇

〇

〇

Narumasa Soga

Director〇〇〇

Susumu Fukuda

Director, Audit andSupervisory Committee
Member (Full-time)

President, Representative

Retail banking
sales

〇

Director

Noriyuki Yanagawa (Outside, Independent)

Director
Minako Suematsu (Outside, Independent)
Director(Outside, Independent)
Yuzuru Yamamoto ＊Chairs of the Nomination
Committee andCompensation Committee
Director(Outside, Independent)

Kazuo Tsukuda

Director, Audit andSupervisory Committee
Member (Part-time,
Outside, Independent)〇

Corporate
strategy/
Planning

Personnel/
Human resource Risk management
development

〇

〇

〇

〇

Director, Audit andSupervisory Committee
Michiaki Kunimasa Member (Part-time,
Outside, Independent)

11

New businessdevelopment〇〇

Director
Yumiko Nagasawa (Outside, Independent)

Tomoko MikamiMarket investment

Digitaltransformation(DX)Expected Priority Areas (outside directors)
Name

Position

Corporate
management/
Corporate
governance

Sustainability

Financing(theory,administration,market)

〇

〇

〇

〇

〇

Director
Minako Suematsu (Outside, Independent)〇〇

Director(Outside, Independent)
Yuzuru Yamamoto ＊Chairs of the Nomination
Committee andCompensation Committee

〇

〇

〇

Corporate legal
affairs
Macroeconomics(practice, theory)

Digitaltransformation(DX)

Regional
economy/Administration

President, Representative

Keisuke Mukunashi Director and Group CEO

Narumasa Soga

Director

Susumu Fukuda

Director, Audit andSupervisory Committee
Member (Full-time)

Director
Yumiko Nagasawa (Outside, Independent)
Director

Noriyuki Yanagawa (Outside, Independent)

Tomoko Mikami

Director(Outside, Independent)〇

Kazuo Tsukuda

Director, Audit andSupervisory Committee
Member (Part-time,
Outside, Independent)〇

Director, Audit andSupervisory Committee
Michiaki Kunimasa Member (Part-time,
Outside, Independent)

〇

〇

〇

〇

〇

〇

〇

〇

〇

12

〇

〇

<Executive Officers of Yamaguchi Financial Group>

Department in Charge
Name

Position
Title

Shuji Tanabe

Senior Managing
Executive Officer

General Manager of Audit and Inspection Department

Narumasa Soga

Senior Managing
Executive Officer

General Manager of Financial Unit

Hideyuki Taga

Senior Managing
Executive Officer

General Manager of Compliance & Risk Administration
Group

Yoshichika Araki

Senior Managing
Executive Officer

General Manager of Capital Markets and Treasury BusinessGroup

Koji Hamada

Managing Executive
Officer

General Manager of Innovation Investment Strategy
Business Group, General Manager of Investment Cocreation Department

Daisuke Yoshinaka

Executive Officer

General Manager of Retail Banking Business Group

Takeki Kaneko

Executive Officer

General Manager of Regional Co-creation Unit

Yoshiro Yasudomi

Executive Officer

General Manager of IT & Operations AdministrationGroup

Rie Ohmoto

Executive Officer

In charge of Corporate Strategy Planning Department,
Overseas Strategy Planning Department and Mobility
Strategy Planning Department

Yuko Ogawa

Executive Officer

In charge of Retail Banking Business affiliates

Hirofumi Hiranaka

Executive Officer

General Manager of Corporate Planning Administration
Group and General Manager of Human Resource &General Affairs Administration Group

13