These documents are partial translations of the Japanese originals and are for reference purposes
only.
In the event of any discrepancy between these translated documents and the Japanese originals,
the originals shall prevail. The Company assumes no responsibility for these translations or for any
direct, indirect, or other form of damages arising from these translations.
(Securities Code: 8418)
June 3, 2022
Dear shareholders:
Keisuke Mukunashi
President, Representative Director
and CEO
Yamaguchi Financial Group, Inc.
2-36, 4-chome Takezaki-cho,
Shimonoseki, Yamaguchi

NOTICE OF CONVOCATION OF
THE 16th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 16th Annual Shareholders’ Meeting of Yamaguchi Financial
Group, Inc. (the “Company”) (the “Meeting”) will be held as described below.
In response to the COVID-19 pandemic, as a result of careful consideration, we have decided tohold the Annual Shareholders’ Meeting while taking appropriate infection prevention measures. If
you plan to attend the Meeting, please check the status of pandemic spread and your physicalcondition on the date of the Meeting, and take care to prevent the spread of infection.
We would appreciate it if you would consider exercising your voting rights in advance via theinternet or in writing from the perspective of preventing the spread of infection.
If you intend to exercise your voting rights in advance via the internet or in writing, please review
the reference materials for the Meeting below, and exercise your voting rights by 5:30 p.m. on
Thursday, June 23, 2022, Japan time, in accordance with “GUIDANCE ON EXERCISE OF
VOTING RIGHTS” on page 3 and “GUIDANCE ON EXERCISE OF VOTING RIGHTS VIA THE
INTERNET” on page 4.
1. Date and Time:

10:00 a.m., Friday, June 24, 2022
(Doors will open at 9:00 a.m.)

2. Place:

8th Floor Hall of the Head Office of Yamaguchi Bank
located at 2-36, 4-chome Takezaki-cho, Shimonoseki, Yamaguchi

In order to prevent the spread of infection, we will increase the distance between seats;
consequently, the number of seats we can prepare is fewer than usual. Therefore, please be awarethat you may be denied entry when visiting the location on the day of the Meeting. Entry may also
be refused if we determine that our shareholders are at risk due to the circumstances of thepandemic. We would greatly appreciate your understanding of these policies in advance.
In addition, we will not be handing out souvenirs to the attending shareholders this year. We
would appreciate your understanding of this decision and cooperation.

1

3. Agenda:
Matters to be reported
1. Details of the Business Report, details of the Consolidated Financial Statements , and reportsof the Accounting Auditor and of the Audit and Supervisory Committee on the results ofauditing the Consolidated Financial Statements, for the 16th fiscal year (from April 1, 2021 toMarch 31, 2022)
2. Details of the Non-Consolidated Financial Statements for the 16th fiscal year (from April 1,
2021 to March 31, 2022)
Matters to be resolved
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Eight (8) Directors (Excluding Directors Who Serve as Audit andSupervisory Committee Members)
Proposal 3: Election of One (1) Director Who Serves as Audit and Supervisory Committee
Member
Proposal 4: Election of One (1) Substitute Director Who Serves as Audit and Supervisory
Committee Member~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~● When attending the Meeting, please submit the enclosed “Voting Rights Exercise Form” at thereception on the day of the Meeting. Please also bring this notice of convocation to the meetingwith you for the sake of saving paper resources. In addition, you may exercise your voting rights
by proxy by submitting a document certifying the grant of authority of representation to one
other shareholder of the Company who is entitled to vote at the Meeting.
● The following items are posted on the Company website (https://www.ymfg.co.jp) in accordancewith laws and regulations as well as Article 17 of the Articles of Incorporation of the Company:(i)“Matters Concerning the Company’s Share Options, Etc.,” “Systems for Ensuring Proper
Business Activities,” “Matters Concerning the Specified Wholly-Owned Subsidiary
Companies,” “Matters Concerning Transactions Between the Company and Its Parent
Company, Etc.,” “Matters Concerning the Accounting Advisors,” and “Others,” in theBusiness Report;(ii) “Consolidated Statement of Changes in Net Assets,” and “Notes to the Consolidated
Financial Statements” in the consolidated financial statements; and(iii) Non-Consolidated Statement of Changes in Net Assets” and “Notes to the
Non-Consolidated Financial Statements” in the non-consolidated financial statements.
● Please note that any revisions to the “Reference Materials for the Annual General Meeting of
Shareholders” as well as the “Business Report,” “Consolidated Financial Statements,” and“Non-Consolidated Financial Statements” will be posted on the Company website(https://www.ymfg.co.jp).

2

GUIDANCE ON EXERCISE OF VOTING RIGHTS
Voting rights are important rights of shareholders. Therefore, we request that you exercise yourvoting rights upon careful review of the “Reference Materials for the Annual General Meeting of
Shareholders.”
There are three ways to exercise your voting rights.
Via the Internet
Exercise Deadline: 5:30 p.m. on Thursday, June 23, 2022, Japan time
Please access the website for exercise of voting rights (https://evote.tr.mufg.jp/) and follow theon-screen guidance to indicate your approval or disapproval of the proposals by 5:30 p.m. on
Thursday, June 23, 2022 Japan time.
By Mail
Exercise Deadline: Votes arriving on or before 5:30 p.m. on Thursday, June 23, 2022, Japan time
will be valid.
Please indicate your approval or disapproval of the proposals in the enclosed “Voting Rights
Exercise Form,” and sent it back by 5:30 p.m. on Thursday, June 23, 2022 Japan time.
If you indicate neither approval nor disapproval of a proposal, your vote will be treated as if you
indicated “approval.”
By Attending the Meeting
Date and Time of the Meeting: 10:00 a.m. on Friday, June 24, 2022, Japan time
When attending the meeting, please submit the enclosed “Voting Rights Exercise Form” at thereception of the Meeting.

3

GUIDANCE ON EXERCISE OF VOTING RIGHTS VIA THE INTERNET
How to Scan the QR CodeYou can log in to the website for exercise of voting rights without entering your log-in ID orprovisional password printed in your “Voting Rights Exercise Sub-Form.”(1) Please scan the QR code printed on your “Voting Rights Exercise Sub-Form” (on the right side).
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
(2) After scanning the QR code, please follow the on-screen guidance and indicate your approval ordisapproval of each proposal.
You can only log in using the QR code once. If you intend to exercise your voting rights again, or
would like to exercise your voting rights without using the QR code, please follow “How to Enter the
Log-in ID and the Provisional Password” below.
How to Enter the Log-in ID and the Provisional Password
Website for Exercise of Voting Rights: https://evote.tr.mufg.jp/(1) Please Access the website for exercise of voting rights.
(2) Please enter your “Log-in ID and Provisional Password” printed in your “Voting Rights Exercise
Form,” and click “Log in.”
(3) Please register your new password.
(4) After that, please follow the on-screen guidance and indicate your approval or disapproval ofeach proposal.
[Notes for Exercising Your Voting Rights via the Internet]■ Shareholders will be responsible for pay internet connection charges, communication charges,
etc. arising from accessing the voting rights exercise website.
■ Treatment of Voting Rights Exercised Multiple Times If your voting rights are exercised both by mail and via the internet, the votes exercised via
the internet will prevail and be effective, regardless of the arrival date and time of result of
the voting.
 If a voting right is exercised multiple times via the internet, the voting right exercised mostrecently will be treated as effective.
If you have any inquiries on how to operate your computer or smartphone when exercising yourvoting rights via the internet, please call:
Mitsubishi UFJ Trust & Banking Corporation
Securities Agency Division, Help Desk
0120-173-027(Phone Reception Hours: from 9:00 a.m. to 9:00 p.m., Japan time, toll free)
Institutional investors may use the electronic voting platform for institutional investors operated
by ICJ, Inc.

4

REFERENCE MATERIALS FOR THE MEETING
Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reasons for the Proposal(1) Changes to Prepare for the Introduction of System for Electronic Provision of Materials for
the General Meeting of Shareholders
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions
to the “Act Partially Amending the Companies Act” (Act No.70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of a system for theelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation shall be amended as follows.
(a) Proposed Article 17 (Measures for Electronic Provision, Etc.), Paragraph 1 will be newly
established as it will be mandatory to establish in the Articles of Incorporation that themeasures for electronic provision will be taken for the information contained in thereference materials for Shareholders’ Meetings, etc.
(b) Proposed Article 17 (Measures for Electronic Provision, Etc.), Paragraph 2 will be newly
established to enable the limitation of the scope of matters for the electronic provision of
information contained in the reference materials for Shareholders Meetings, etc. which
will be stated in the hard copy delivered to the shareholders who have requested its
delivery, to the scope stipulated in the Ordinance of the Ministry of Justice.
(c) As the provisions of Article 17 (Internet Disclosure and Deemed Provision of Reference
Materials for the General Meeting of Shareholders, Etc.) in the current Articles ofIncorporation will become unnecessary with the introduction of a system for the electronic
provision of materials for general meetings of shareholders, they will be deleted.
(d) In addition, supplementary provisions shall be established in relation to the effectivenessof the above stated provisions to be newly established or deleted. The supplementaryprovisions shall be deleted after their expiry date.
(2) Change in the Number of Directors
The Company believes it is necessary, while having the independent outside Directors
comprise the majority of the Board of Directors and building an effective governance system
incorporating external perspectives, to establish an environment for more active utilizationof the abundant information that the Board of Directors may obtain from the Executive
Directors and to optimize the number of Directors in the future. Accordingly, the number of
Directors prescribed in the Articles of Incorporation will be revised from within ten (10) towithin thirteen (13).
At present, the three banks (The Yamaguchi Bank, Ltd., Momiji Bank, Ltd., and The
Kitakyushu Bank, Ltd.) in the group of the Company (the “Group”) constitute the majorityof the performance and management resources of the Group. The Company believes that
focused monitoring of the business execution of the three banks in the Group is necessary
for the Board of Directors of the Company to supervise the business execution of the wholeGroup. Moreover, with respect to the candidates for the position of Director at the Meeting,
the Company has determined that having the Presidents of the three banks in the Group
serve as Directors of the Company would be an appropriate governance system for theGroup. Accordingly, the Presidents of the three banks (including a candidate) are nominated5as candidates for the position of Director of the Company in Proposal 2.
(3) Establishment of New Provision Regarding Substitute Director Who is an Audit andSupervisory Committee Member
A new provision will be established stipulating that where a substitute Director who is an
Audit and Supervisory Committee Member is elected by way of precaution against avacancy which results in a shortfall in the number of Directors who are Audit andSupervisory Committee Members prescribed under the laws and regulations, the effective
period for the resolution shall be two (2) years.
2. Details of the Amendments
The details of the amendments are as follows.
(Underlines indicate changed sections.)
Current Articles

Proposed Amendments(Internet Disclosure and Deemed Provision ofReference Materials for the General Meetingof Shareholders, Etc.)
Article 17 The
Companymay,
when
convening a general meeting ofshareholders, deem that it has
provided
information
toshareholders pertaining to mattersto be stated or presented in thereference materials for the general
meeting of shareholders, business
report, non-consolidated financial
statements,
andconsolidated
financial statements, by disclosing
such information in a mannerprescribed in the Ordinance of the
Ministry of Justice using theinternet.
(Newly Established)(Deleted)(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference materials for the general
meetingofshareholders,etc.
electronically.
(2) Among the matters to be provided
electronically, the Company may
choose not to state all or part of thematters stipulated in the Ordinanceof the Ministry of Justice in the hard
copy delivered to the shareholders
who have requested its delivery by
the record date for voting rights.

6

Current Articles

Proposed Amendments(Number of Directors)(Number of Directors)
Article 20 The number of Directors of the Article 20 The number of Directors of theCompany shall be ten (10) or
Company shall be thirteen (13) or
less.
less.
(2) Among the Directors of the Company,(2) Among the Directors of thethree (3) or more shall be Directors
Company, three (3) or more shall
who are Audit and Supervisory
be Directors who are Audit andCommittee Members.
Supervisory Committee Members.
(Directors’ Terms of Office)(Directors’ Terms of Office)
Article 22 Directors’ terms of office of other Article 22 Directors’ terms of office of other than
than Directors who are Audit andDirectors who are Audit andSupervisory Committee Members
Supervisory Committee Members
continue until the conclusion of thecontinue until the conclusion of theannual shareholders meeting forannual shareholders meeting for thethe last business year which ends
last business year which ends within
within one year from the time of
one year from the time of their
their election.
election.
(2) Directors’ terms of office of(2) Directors’ terms of office of Directors
Directors who are Audit andwho are Audit and Supervisory
Supervisory Committee Members
Committee Members continue untilcontinue until the conclusion of
the conclusion of the annual
the annual shareholders meetingshareholders meeting for the lastfor the last business year whichbusiness year which ends within two
ends within two years from theyears from the time of their election.
time of their election.
(3) The term of office of a Director who is(3) The term of office of a Director
who is an Audit and Supervisory
an Audit and Supervisory Committee
Committee Member and elected as
Member and elected as substitute for
substitute for a Director who wasa Director who was an Audit and
an
Audit
and
Supervisory
Supervisory Committee Member that
Committee Member that retired
retired before the expiry of his/her
before the expiry of his/her term ofterm of office is to be until the time
office is to be until the time when
when the term of office of the retired
the term of office of the retired
Director who was an Audit andDirector who was an Audit andSupervisory Committee Member
Supervisory Committee Member
expires.
expires.
(4) The term of effectiveness of the(Newly established)
resolution of election of thesubstitute Director who is an Audit
and Supervisory Committee Member
elected pursuant to Article 329,
Paragraph 3 of the Companies Act is
to be until the conclusion of theannual shareholders meeting for thelast business year which ends within
two years from the time of such

7

Current Articles

Proposed Amendments
resolution.

Supplementary Provisions(Newly established)(Newly established)(Newly established)

Supplementary Provisions(Transitional Measures regarding Measures forElectronic Provision, Etc.)
Article 2 Deletion of Article 17 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of the
Articles of Incorporation prior toamendment, and the amended Article
17(Measures
forElectronic
Provision, Etc.) shall come into effecton September 1, 2022.
(2) Notwithstanding the provisions of thepreceding paragraph, Article 17 of the
Articles of Incorporation prior to theamendment shall remain in effectwith respect to a general meeting ofshareholders to be held by the end of
February 2023.
(3) This Article shall be deleted as of thelapse of six months from September
1, 2022, or the lapse of three months
from the general meeting ofshareholders set forth in thepreceding paragraph, whichever islater.

8

Proposal 2: Election of Eight (8) Directors (Excluding Directors Who are as Audit and Supervisory
Committee Members)
The term of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same applies hereinafter) will expire at the conclusion of the Meeting.
The Company hereby proposes to elect eight (8)Directors.
As the three banks (The Yamaguchi Bank, Ltd., Momiji Bank, Ltd, and The Kitakyushu Bank, Ltd.)in the Group constitute the majority of the performance and management resources of the Group,
the Board of Directors of the Company believes that supervision of the business execution of thewhole group requires focused monitoring of business execution of the three banks. The Board has
also determined that it is appropriate for the Group’s governance system to have the Presidents ofthe three banks serve as Directors of the Company while maintaining the structure of the Board
where outside Directors comprise the majority. Accordingly, the Presidents of the three banks(including candidates) will be nominated as candidates for Directors of the Company.
This proposal shall become effective on the condition that “Proposal 1: Partial Amendments to the
Articles of Incorporation” is approved as proposed and the amendments to the Articles ofIncorporation in accordance with the proposal becomes effective.
This proposal was reviewed by the Audit and Supervisory Committee with no objections being
raised.
The candidates for the position of Director are as follows:
Candidate
No.

Name

1

Keisuke Mukunashi

Date of birth

Current position in the Company, etc.
President, Representative
Director and Group CEO
Director

April 11, 1970

(Scheduled to be appointed as the
President and Director(Representative Director) of The
Yamaguchi Bank, Ltd., at its General
Meeting of Shareholders and Board of
Directors Meeting to be held on June24, 2022)

Reappointment

2

Narumasa Soga

July 5, 1963

3

Koji Oda

April 13, 1961

(President and Director of
Momiji Bank, Ltd.)New Appointment

4

Mitsuru Kato

April 2, 1961

(President and Director of
The Kitakyushu Bank, Ltd.)New appointment

5

Yumiko Nagasawa

November 6, 1959

Director

6

Minako Suematsu

March 17, 1968

Director

7

Yuzuru Yamamoto

March 8, 1953

Director

8

Tomoko Mikami

January 21, 1974

Director

Reappointment: Reappointed Director candidate
New appointment: Newly appointed Director candidate
Outside: Outside Director candidate
Independent: Independent Director registered with the Stock Exchanges

9

Reappointment

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

1

Keisuke Mukunashi

Male,
Date of birth: April 11, 1970

(Reappointment)

Brief personal history, position and principal duty in the Company, and important concurrent
positionsYearsofApril 1995
Joined The Yamaguchi Bank,
June 2020 President, Representative Director, service as aLtd.
and COO of the Company
Director:
January 2012 General Manager, Akasakamon
June 2021 President, Representative Director,
2 years
Branch of The Kitakyushu Bank,and Group CEO of the Company
Ltd.
(present position)
September 2013 General Manager, Ogori Branch
March 2022 Director, Audit and Supervisory
Numberofof The Yamaguchi Bank, Ltd.
Committee Member of Chofu
sharesoftheJanuary 2016 General Manager, Business
Seisakusho Co.,Ltd. (present
Potential Assessment
position)
Company
Department of the said bankowned:
June 2017
Representative Director of(Status of material concurrent positions)
17,100YMFG ZONE PLANNING CO.,Director, Audit and Supervisory Committee
sharesLTD.
Member of Chofu Seisakusho Co.,Ltd.
June 2019
Executive Officer of the(Outside director)
Company
July 2019
Representative Director of YM
Career Inc.
[Reasons for selection as a Director candidate]
He has supervised the overall management of the Group as President, Representative Director, and CEO of theCompany, and possesses the knowledge and experience required to carry out sound and appropriate operation of theGroup, and as the Company has judged that he will continue to appropriately execute the duties of Director of theCompany, he has been selected as a candidate for the position of Director.

102

Narumasa Soga

Male,
Date of birth: July 5, 1963

(Reappointment)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1987
Joined The Yamaguchi Bank,
June 2020
President and Representative
Ltd.
Director of YM CONSULTING
April 2006
General Manager, Hatsukaichi
CORPORATION
Branch of the said bankJune 2021
Senior Managing Executive
May 2008
General Manager, Kobe Branch
Officer and General Managerof the said bankof the Financial Unit of theApril 2010
General Manager, BusinessCompany
Strategy Planning Department
December 2021 Director, Senior Managingof the Company
Executive Officer, and General
April 2014
General Manager, Tokyo BranchManager of the Financial Unitof The Yamaguchi Bank, Ltd.
of the Company
June 2015
Director and General Manager,
April 2022
Director of the Company
Tokyo Branch of the said bank(present position)
June 2017
Director and General Manager,
April 2022
Senior Executive Officer of The
Ube Branch of the said Bank
Yamaguchi Bank, Ltd. (present
June 2019
Managing Executive Officer,
position)
General Manager of the(Status of material concurrent positions)
Corporate Banking BusinessGroup, and General Manager ofSenior Executive Officer of The Yamaguchi
the Regional Business
Bank, Ltd. (Scheduled to assume the position of
Development Group of the
Director and President (Representative
Company
Director) of The Yamaguchi Bank, Ltd. at theJune 2019
Senior Managing Director of
General Meeting of Shareholders and the Board
Momiji Bank, Ltd.
of Directors Meeting of the said bank to be held
November 2019 Executive Officer and Generalon June 24, 2022)
Manager of the Corporate
Banking Business Group of theCompany

Yearsofservice as a
Director:
6 months
Numberofshares of theCompany
owned:
30,600shares[Reasons for selection as a Director candidate]
He has supervised the overall management of the Group and The Yamaguchi Bank, Ltd. as a Director of theCompany and Senior Executive Officer of The Yamaguchi Bank, Ltd., and possesses the knowledge and experience
required to carry out sound and appropriate operation of the Group, and the Company has judged that he willcontinue to appropriately execute the duties of Director of the Company. In addition, considering that Mr. Soga isscheduled to assume the position of Director and President of the Yamaguchi Bank, Ltd., the Company has
determined that the focused monitoring of the business execution of the said bank by the Board of Directors of theCompany, with the appointment of Mr. Soga thereto, would constitute an appropriate governance system for theGroup. Accordingly, he has been selected as a candidate for the position of Director.

11

3

Koji Oda

Male,
Date of birth: April 13, 1961

(New
appointment)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1984
Joined Hiroshima Sogo Bank,
April 2012
Director and General
Years
of
Ltd.
Manager of Kaita Branch,(February 1989: Hiroshima-Sogo
Momiji Bank, Ltd.
service as aBank, Ltd.)
June 2014
Managing Director of the said
Director:(May 2004: Momiji Bank, Ltd.)bank−
August 2003
General Manager, Yamaguchi
June 2016
Director and President of the
Branch of Hiroshima-Sogo Bank,
said bank (present position)
Ltd.
June 2017Managing Director of the
Numberof
February 2005 Chief Assistant Manager, Sales
Company
sharesofthePromotion Department, Momiji
June 2020
Retired as the Managing
Bank, Ltd.
Director of the Company
Company
July 2008
General Manager, Takehara
owned:(Status of material concurrent positions)
Branch of the said bank
6,700
June 2010
General Manager, Corporate
Director and President of Momiji Bank, Ltd.
sharesAdministration Department of(Representative Director)
the said bankJune 2011
General Manager of the
Corporate Administration
Department and Human
Resource Development Office of
the Company[Reasons for selection as a Director candidate]
He has supervised the overall management of Momiji Bank, Ltd., one of the three banks in the Group, as Director
and President of the said bank, and possesses the knowledge and experience required to carry out sound andappropriate operation of the Group, and the Company has judged that he will appropriately execute the duties of
Director of the Company. In addition, the Company has determined that the focused monitoring of the businessexecution of the said bank by the Board of Directors of the Company, with the appointment of Mr. Oda thereto, would
constitute an appropriate governance system for the Group. Accordingly, he has been selected as a candidate for the
position of Director.

12

4

Mitsuru Kato

Male,
Date of birth: April 2, 1961

(New
appointment)

Years
of
Brief personal history, position and principal duty in the Company, and important concurrent
service as apositions
Director:
April 1984
Joined The Yamaguchi Bank, Ltd. June 2018
Senior Managing Director of−
October 2008
General Manager, Moji Branch of
The Kitakyushu Bank, Ltd.
the said bankJune 2019
Managing Director of theJuly 2011
Deputy General Manager,
Company
NumberofCorporate Planning Department
June 2019
Director and President of The
sharesoftheof the said bank
Kitakyushu Bank, Ltd.
October 2011
General Manager, Corporate(present position)
Company
Administration Department, The
June 2020
Retired as the Managing
owned:
Kitakyushu Bank, Ltd.
Director of the Company
10,900
October 2011
Deputy General Manager,
shares(Status of material concurrent positions)
Corporate Administration
Department of the Company
Director and President of The Kitakyushu
June 2016
Director of the Company
Bank, Ltd. (Representative Director)[Reasons for selection as a Director candidate]
He has supervised the overall management of The Kitakyushu Bank, Ltd., one of the three banks in the Group, as
Director and President of the said bank, and possesses the knowledge and experience required to carry out soundand appropriate operation of the Group, and the Company has judged that he will appropriately execute the duties of
Director of the Company. In addition, the Company has determined that the focused monitoring of the businessexecution of the said bank by the Board of Directors of the Company, with the appointment of Mr. Kato thereto,
would constitute appropriate governance system for the Group. Accordingly, he has been selected as a candidate forthe position of Director.

13

5

Yumiko Nagasawa

Female,Date of birth:
November 6, 1959

(Reappointment)(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1984
Joined The Nikko Securities Co., June 2018
Director of The Yamaguchi
Ltd.
Bank, Ltd.
July 1997
Vice President, Retail
June 2020
Director of the Company
Investment Department of(present position)
Citibank N.A. (Tokyo)
June 2021
Director of Yakult Honsha Co.,
June 2000
Vice President, SSB Citi AssetLtd. (present position)
Management Co., Ltd.
June 2021
Director, Audit and Supervisory
December 2004 Secretary General of Foster
Committee Member of GL
Forum (Forum for Fostering
Sciences Inc. (present position)
High-quality Financial(Status of material concurrent positions)
Instruments)
June 2018
Facilitator of the said forum
Facilitator of Foster Forum (Forum for(present position)
Fostering High-quality Financial Instruments)
June 2018
Representative Commissioner
Director of Yakult Honsha Co., Ltd. (outsideand Deputy Chairman of Nippon director)
Association of Consumer
Director, Audit and Supervisory Committee
Specialists (present position)
Member of GL Sciences Inc. (outside director)
June 2018
Director of Japan Industrial
Association (present position)

Years
of
service as a
Director:
2 years
Numberofshares of theCompany
owned:−[Reasons for selection as a candidate for the position of outside Director and roles expected]
She has been conducting corporate management supervision of the Company from a fair and objective standpoint as
an outside Director. She possesses a wealth of experience regarding financial instruments such as establishing a
citizen group “Foster Forum (Forum for Fostering High-quality Financial Instruments)” after serving at financial
institutions. The Company expects that she will continue to strengthen the effectiveness of the decision-making
functions and supervisory functions of the Board of Directors of the Company and also further strengthen corporate
governance of the Group by providing pertinent recommendations toward overall management based on her
professional insight as well as the perspective of a citizen, and thus requests her election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between GL Sciences Inc., where Ms. Yumiko Nagasawa serves as adirector (audit and supervisory board member) (outside director) and the Group, as the net sales of the said company
resulting from transactions with the Group account for less than 1% of the consolidated net sales of the said
company, and the income of the Group resulting from transactions with said company and its group companies
account for less than 1% of the consolidated ordinary income of the Group , there is no effect on her independence.

14

6

Minako Suematsu

Female,Date of birth:
March 17, 1968

(Reappointment)(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
March 1993 Established Kaps Co., Ltd.
March 2020
Representative Director,
Representative Director
Chairman, and President of The
March 2001 Established News2u Co., Ltd.
Japan Times, Ltd. (present(currently News2u Holdings
position)
Corporation)
June 2020
Director of the Company
Representative Director (present(present position)
position)(Status of material concurrent positions)January 2014 Director of TSUNEISHIHOLDINGS CORPORATION
Representative Director, Chairman, andJune 2017
Representative Director,
President of The Japan Times, Ltd.
Chairman of The Japan Times,
Representative Director of News2u Holdings
Ltd.
Corporation
January 2020 President of JINSEKI KOGENGAKUEN INSTITUTION(present position)

Years
of
service as a
Director:
2 years
Numberofshares of theCompany
owned:−[Reasons for selection as a candidate for the position of outside Director and roles expected]
She has been conducting corporate management supervision of the Company from a fair and objective standpoint as
an outside Director. She has offered information on the present conditions of Japan and global trends on a daily basis
as Representative Director, Chairman, and President of The Japan Times, Ltd. She also has advanced knowledge on
online business development, evidenced by matters such as her establishment of an internet-related business, and isactively working to increase the brand value of her hometown, the Setouchi area. The Company expects that she willcontinue to strengthen the effectiveness of the decision-making functions and supervisory functions of the Board of
Directors of the Company and also further strengthen corporate governance of the Group by providing pertinent
recommendations on the Company’s current initiatives to increase the value of regional communities, and thus
requests her election as a Director.

15

7

Yuzuru Yamamoto

Male,
Date of birth:
March 8, 1953

(Reappointment)(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1977
Joined Ube Industries, Ltd.
April 2015
President & Representative
Yearsof(April 2022: UBE Corporation)
Director and Group CEO of theservice as aJune 2003
Executive Officer of the said
said company
company
April 2019
Chairman of the Board of
Director:
June 2003
President and Representative
Directors & Representative
1 yearDirector of Ube Machinery
Director of the said company
Corporation, Ltd.
June 2019
Chairman of the Board of
Numberof
April 2007
Managing Executive Officer of
Directors & Director of the said
Ube Industries, Ltd.
company (present position)
shares of theApril 2010
Senior Managing Executive
June 2019
Director of Seibu Oil Company
Company
Officer of the said company
Limited (present position)
owned:
June 2010
Director & Chairman of the Board June 2020
Director of The Yamaguchi
of Ube Machinery Corporation,
Bank, Ltd.
−
Ltd.
June 2021
Director of the Company
April 2013
Assistant to President and Group(present position)
COO of Ube Industries, Ltd.
(Status of material concurrent positions)
June 2013
Representative Director of thesaid company
Chairman of the Board of Directors & Directorof UBE Corporation
Director of Seibu Oil Company Limited[Reasons for selection as a candidate for the position of outside Director and roles expected]
He has been conducting corporate management supervision of the Company from a fair and objective standpoint as
an outside Director. Based on his advanced insight and wealth of experience as a corporate manager, having served
as President & Representative Director of UBE Corporation and in other executive positions, the Company expects
that he will strengthen the effectiveness of the decision-making functions and supervisory functions of the Board of
Directors of the Company and also further strengthen corporate governance of the Group by providing pertinent
recommendations toward overall management taking into account local economic conditions, etc., and thus requests
his election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between UBE Corporation where Mr. Yuzuru Yamamoto serves as
the Chairman of the Board and Seibu Oil Company Limited, where he serves as a Director, respectively, and theGroup, as the net sales of the said companies resulting from transactions with the Group account for less than 1 % of
the consolidated net sales of the said companies, and the income of the Group resulting from transactions with said
companies and its group companies account for less than 1 % of the consolidated ordinary income of the Company,
there is no effect on his independence.

16

8

Tomoko Mikami

Female,Date of birth:January 21, 1974

(Reappointment)(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1997
Joined FUJI KEIZAI CO., LTD.
June 2021
Director of the Company
August 2001 Joined Dell Co., Ltd.
(present position)
July 2005
Joined Microsoft Japan Co., Ltd.
December 2021 Executive Officer, Corporate
March 2007
Joined Microsoft Corporation of
Solution Business Group Lead,
Years
of
U.S.
and Digital Sales Business
September 2009
General Manager ofGroup Lead, Microsoft Japan
service as a
Corporate Planning Department
Co., Ltd.
Director:of Microsoft Japan Co., Ltd.
January 2022 Managing Executive Officer,
1 yearAugust 2012 Regional Account Director of the
Corporate Solution Businesssaid company
Group Lead, and Digital Sales
September 2014
Windows & Device BusinessBusiness Group Lead of the said NumberofGroup Lead of the said company
company (present position)
shares of theJanuary 2016 Senior Director, Windows &March 2022
Director, Sun* Inc. (present
Device Business Group Lead of
position)
Company
the said company (subsequently,
owned:(Status of material concurrent positions)
Microsoft365 Business Group−
Lead, due to GroupManaging Executive Officer, Corporate Solution
reorganization)
Business Group Lead, and Digital Sales
September 2019
Senior Director, Corporate
Business Group Lead, Microsoft Japan Co., Ltd.
Cloud Sales Management Group
Director, Sun* Inc. (outside director)
Lead of the said company
February 2020 Executive Officer, Corporate
Cloud Sales Management Group
Lead of the said company
May 2020
Executive Officer, Corporate
Solution Business Group Lead of
the said company[Reasons for selection as a candidate for the position of outside Director and roles expected]
She has been conducting corporate management supervision of the Company from a fair and objective standpoint as
an Outside Director. She has been engaged in the promotion of digital transformation (DX) utilizing IT as Managing
Executive Officer of Microsoft Japan Co., Ltd., particularly in the DX promotion of local enterprises. The Company
expects that she will strengthen the effectiveness of the decision-making functions and supervisory functions of theBoard of Directors of the Company and also further strengthen corporate governance of the Group by providing
pertinent recommendations on the Company’s current initiatives to provide DX support to client corporations as well
as DX within the Company, and thus requests her election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between Microsoft Japan Co., Ltd., where Ms. Tomoko Mikami
serves as a business executive, and the Group, as the net sales of the said company resulting from transactions with
the Group account for less than 1 % of the consolidated net sales of the said company, and the income of the Group
resulting from transactions with said company and its group companies account for less than 1 % of the consolidated
ordinary income of the Company, there is no effect on her independence.

17

(Notes)
1. The Group banks have business transactions including deposit and loan transactions with GL Sciences Inc.,
where Ms. Yumiko Nagasawa serves as a Director (Audit and Supervisory Committee Member) (outside
Director).
The Group banks have business transactions including deposit and loan transactions with UBE Corporation,
where Mr. Yuzuru Yamamoto serves as Chairman of the Board of Directors & Director, and Seibu Oil Company
Limited, where he serves as Director.
The Group banks have business transactions with Microsoft Japan Co., Ltd., where Ms. Tomoko Mikami serves
as Executive Officer, including purchases of its products and comprehensive alliance regarding the promotion ofregional digital transformation (DX).
2.

3.

4.

5.

No special interests exist between the Company and the other candidates.
Mr. Narumasa Soga is scheduled to assume the position of President (Representative Director) of The
Yamaguchi Bank, Ltd. at the Annual General Meeting of Shareholders and the Board of Directors meeting of
the said bank to be held on June 24, 2022.
The Company has registered Ms. Yumiko Nagasawa, Ms. Minako Suematsu, Mr. Yuzuru Yamamoto, and Ms.
Tomoko Mikami as independent Directors at the Tokyo Stock Exchange, Inc., as provided for in the exchange’s
rules. If they are elected at the Meeting, it is planned that they will remain in office as independent Directors.
With respect to the liabilities of Article 423, Paragraph 1 of the Companies Act, as defined in the Articles ofIncorporation, the Company may conclude agreements limiting liability with Directors (excluding Executive
Directors) to limit their liability for damages to the minimum liability as stipulated in Article 425, Paragraph 1of the Companies Act, provided that duties were performed in good faith and without gross negligence. The
Company has concluded the said agreement limiting liability with Ms. Yumiko Nagasawa, Ms. Minako
Suematsu, Mr. Yuzuru Yamamoto, and Ms. Tomoko Mikami, and if their election is approved at the Meeting, theCompany plans to continue the said agreement limiting liability with them.
The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act insuring all its Directors. If each of the candidates is elected as Director at
the Meeting, they will be insured under the insurance contract. The insurance contract covers damages incurredby Directors arising from liability for damages assumed when executing their duties. The Company plans torenew the insurance contract in July 2022, during the terms of office of each of the candidates.

18

Proposal 3: Election of One (1) Director Who is an Audit and Supervisory Committee Member
The term of office of Mr. Susumu Fukuda, a Director who is an Audit and Supervisory Committee
Member, will expire at the conclusion of the Meeting. Accordingly, the Company proposes that one(1)Director who is an Audit and Supervisory Committee Member be elected. This proposal hasreceived the approval of the Audit and Supervisory Committee.
The proposal was reviewed by each Director who is an Audit and Supervisory Committee Member
with no objections being raised.
The candidate for the position of Director who is an Audit and Supervisory Committee Member is asfollows:

Susumu Fukuda

Male,
Date of birth:January 12, 1962

(Reappointment)

Years
of
service as a
Director:
6 years

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1984
Joined The Yamaguchi Bank,
April 2013
General Manager, Risk
Ltd.
Administration Department of
NumberofJune 2011
General Manager, Compliance &the Company
Risk Administration
June 2013
General Manager, Audit andshares of the
Department of the said bankInspection Department of theCompany
June 2011
General Manager, Compliance &Company
Risk Administration
June 2016
Director who serves as an Audit owned:
13,900Department of the Company
and Supervisory Committee
April 2013
General Manager, Risk
Member of the Company
sharesAdministration Department of(present position)
The Yamaguchi Bank, Ltd.
[Reasons for selection as the candidate for the position of Director who serves as an Audit and Supervisory
Committee Member]
He has appropriately audited the execution of duties by the Directors as a Director who is an Audit and Supervisory
Committee Member of the Company. He has experience serving as the General Manager of the Audit and Inspection
Department and General Manager of the Risk Administration Department of the Company and a Group bank, andpossesses the knowledge and experience required to carry out sound and appropriate operation of the Group, and as
the Company has judged that he can appropriately execute the duties of an Audit and Supervisory Committee
Member, he has been selected as the candidate for the position of Director who is an Audit and Supervisory
Committee Member.
(Notes)1.

No special interests exist between the candidate and the Company.

2.

The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act insuring all its Directors. If the candidate is elected as a Director who is an
Audit and Supervisory Committee Member at the Meeting, he will be insured under the insurance contract. The
insurance contract covers damages incurred by Directors arising from liability for damages assumed when
executing their duties. The Company plans to renew the insurance contract in July 2022, during the term ofoffice of the candidate.

19

Proposal 4:

Election of One (1)Substitute Director Who is an Audit and Supervisory Committee
MemberBy way of precaution against a vacancy which results in a shortfall in the number of Directors who
are Audit and Supervisory Committee Members prescribed under the laws and regulations, theCompany proposes to elect one (1) substitute Director who is an Audit and Supervisory Committee
Member in advance.
The candidate, Mr. Kenko Shikichi, is to assume the position of Director who is an Audit andSupervisory Committee Member on the condition that there is a vacancy that results in a shortfallin the number of Directors who are Audit and Supervisory Committee Members prescribed under
the laws and regulations and the Articles of Incorporation, and the term of office shall be until the
expiry of the term of office of the retired Director who was an Audit and Supervisory Committee
Member. The resolution for election based on this proposal shall be effective until the time of theconclusion of the Annual General Meeting of Shareholders for the latest fiscal year to end within
two years from the election on the condition that Proposal 1 “Partial Amendment to the Articles ofIncorporation” is approved. However, the election may be revoked by resolution of the Board of
Directors subject to consent by the Audit and Supervisory Committee, only prior to his assumptionof the office of Director who is an Audit and Supervisory Committee Member.
This proposal has received the approval of the Audit and Supervisory Committee.
The proposal was reviewed by each Director who is an Audit and Supervisory Committee Member
with no objections being raised.
The candidate for the position of substitute Director who is an Audit and Supervisory Committee
Member is as follows:

Kenko Shikichi

Male,
Date of birth:January 19, 1968

(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1998
Registered with Osaka Bar
July 2015 Auditor, JTC Inc.
Association, joined Kitahama
May 2019 Director and Audit and Supervisory
Numberof
Law OfficeCommittee Member of the said
shares of theApril 2006
Transferred registration tocompany (present position)
Company
Fukuoka Prefecture Bar(Status of important concurrent positions)
Association
owned:
January 2007 Partner, attorney at law,
Partner, attorney at law and certified tax−
Kitahama Partners L.P.C.
accountant at Kitahama Partners L.P.C.
(present position)
Director and Audit and Supervisory Committee
July 2012
Company Auditor, Vega
Member, Vega Corporation, Co., Ltd.
Corporation Co., Ltd.
Director and Audit and Supervisory Committee
July 2015
Director and Audit andMember, JTC Inc.
Supervisory Committee Memberof the said company (present
position)[Reasons for selection as the candidate for the position of substitute Outside Director who serves as an Audit andSupervisory Committee Member and roles expected]
The Company expects that he will further strengthen the evaluation of the effectiveness of the decision-making
functions and supervisory functions of the Board of Directors of the Company as well as the corporate governance of
the Company by providing his pertinent recommendations based on his wealth of experience and professional
knowledge as a lawyer, and thus requests his election as a substitute Director who is an Audit and Supervisory
Committee Member.

20

(Notes)1.

No special interests exist between Mr. Kenko Shikichi and the Company.

2.

Mr. Kenko Shikichi is the candidate for the position of substitute outside Director who is an Audit andSupervisory Committee Member. If he assumes the position of outside Director who is an Audit and Supervisory
Committee Member, the Company plans to register him as an independent Officer as provided for in the rules of
the Tokyo Stock Exchange.

3.

With respect to the liabilities of Article 423, Paragraph 1 of the Companies Act, as defined in the Articles ofIncorporation, the Company may conclude agreements limiting liability with Directors (excluding Executive
Directors) to limit their liability for damages to the minimum liability as stipulated in Article 425, Paragraph 1of the Companies Act, provided that duties were performed in good faith and without gross negligence. If Mr.
Kenko Shikichi assumes the position of Director who is an Audit and Supervisory Committee Member, theCompany plans to conclude the said agreement limiting liability with him.

4.

The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act insuring all its Directors. If Mr. Kenko Shikichi assumes the position of
Director who is an Audit and Supervisory Committee Member, he will be insured under the insurance contract.
The insurance contract covers damages incurred by Directors arising from liability for damages assumed when
executing their duties. The insurance contract is scheduled to be renewed in July 2022.

21

Corporate Governance System after the Meeting Held on June 24, 2022 (Plan)
An effective corporate governance system incorporating external perspectives is built withindependent outside Directors comprising the majority of the Board of Directors and the Audit andSupervisory Committee.
Compositionof Board of
Directors

Internal: 5
Outside: 6

Ratio of Outside Directors
Internal: 45%
Outside: 55%

Compositionof Audit andSupervisory
Committee

Internal: 1
Outside: 2

Ratio of Outside
Members
Internal: 33%
Outside: 67%

Skills Matrix
The expected priority areas of the skills of Directors of the Company upon the approval of Proposals
1, 2, and 3 at the Meeting are as follows.
(Note) The skills matrix below does not represent all of the knowledge and experience possessed byeach Director, but indicates up to three priority areas where expertise is expected based on
their experiences, etc.

Expected Priority Areas of ExpertiseClassification

Internal Directors

Name

Keisuke
Mukunashi

Narumasa
Soga

Koji Oda

Mitsuru Kato

Position

President,
Representative
Director

Director

Director

Director

Corporate
Governance

〇

〇

〇

〇

Corporate
Strategy〇

Business
Strategy/Regional
Revitalization

〇

〇

〇

〇

MarketInvestment〇

SusumuFukudaDirector, Audit
andSupervisory
Committee
Member(Full-time)〇〇

Human Resource
Development〇〇

DX / Systems

Compliance/Risk
Management〇22Female Officers

FemaleRatio

Female:3

Female:27%

Male: 8Male:
73%

CompositionofNomination
Committee

Classification
Name

Expected Priority Areas of Expertise

Position

YumikoNagasawa

MinakoSuematsu

CompositionofCompensation
Committee

Internal: 0Outside: 3

Outside Directors
YuzuruTomokoYamamoto
Mikami

Director
Director
Director
Director(Independent) (Independent) (Independent) (Independent)

Corporate
Governance〇

Sustainability〇

Regional
Economy/Administration

〇

〇

〇

DX

Outside: 3

Kazuo
TsukudaDirector,
Audit andSupervisory
Committee
Member(Part-time)

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

〇

〇

〇

〇

〇

〇

Macroeconomics

Finance

Internal: 0

〇

〇

〇

〇

Corporate Legal
Affairs〇23

Policy on Election of Directors
Composition of the Board of Directors and the Policy and Procedures for the Selection of Candidates
for the Position of Director
The Board of Directors shall secure a balance of knowledge, experience, and abilities of the
Directors as a whole, as well as the diversity needed for the Board of Directors to achieve their roles
and responsibilities. The composition of the Board of Directors of the Company has transitioned to amonitoring board where outside Directors comprise the majority in June 2020.
For the fiscal year ending March 31, 2023, the Board of Directors of the Company must robustly
monitor the status of execution by the three banks that account for the majority of the performanceand management resources of the Group. In addition, under the organizational reform that became
effective on April 1, 2022, the previous internal control system, where the Company was responsible
for a part of the business execution of subsidiary banks, was reviewed and revised to a system
whereby the President of a subsidiary bank is responsible for all of its business execution.
Accordingly, the Company believes that appointment of the Presidents of subsidiary banks as
Directors of the Company is appropriate in light of the circumstances, and nominates the
Presidents of the three banks as candidates for Directors of the Company.
The Company believes that the transition to the new system will enable us to further reflect thevoices of our customers in the whole Group, more quickly provide services that stand closer to ourcustomers, and steadily implement the “YMFG Medium-Term Management Plan 2022.”
The election of Group Officers for the fiscal year ending March 2023 has gone through a processthat secured objectivity and transparency, with the executive proposal which was drafted byutilizing nominations by Group Officers, the skills matrix that provides an overview of the overallbalance including the Executive Officers, the introduction of one-on-one meetings between the
President and Group Officer candidates, etc., and then the matters being deliberated multiple times
by the Nomination Committee of which Outside Directors comprise the majority and determined by
the Board of Directors of the Company, from the perspective of increasing the corporate value of theGroup as a whole.
The “Expected Priority Areas of Expertise” for internal Directors have been selected based onpriority measures for the YMFG Medium-Term Management Plan 2022, etc., and the “Expected
Priority Areas of Expertise” for outside Directors have been selected with a focus on diverse
knowledge, experience, and expertise.
Category

YMFG Medium-Term Management Plan 2022 Priority Measures, etc.
Establish a Group management structure with a system where the banks
proactively engage in business execution by expanding the executive authority andCorporate Governanceresponsibilities of the banks and enable them to demonstrate front-line initiatives.
Strengthen the link between the Group’s sustainable growth and increase inregional value by promoting sustainable management.

Corporate Strategy

Effectively utilize capital as a new growth driver, including by investing in areasthat contribute to the expansion of areas of business and improve profitability for
the Group.

Business Strategy /RegionalStrengthen support for corporate rehabilitation and business succession with

24

Revitalization

equity, hands-on, and corporate business succession support to assist the local
economy in recovering and returning to growth following the COVID-19 pandemic
and to improve sustainability.


Clearly identify life events that require consulting, and provide sincere financial
planning and asset management services to each customer leveraging on skills
assimilated throughout the organization.



Review the customer touchpoints and provide “easy” and “convenient” services.



Achieve both higher quality solutions for customers and efficient branch operation
through the slimming of branch offices by expanding centralized processing at theheadquarters, making changes to the sales systems, etc.



Deepen the understanding of customers by using data analysis, and improve thequality of feasibility studies and financial planning activities.



Support business reform including by building digital hubs available for use by local
corporations.

Market Investment

Rebuild the securities portfolio with appropriate risk-taking and risk management
and convert to a stable profit structure.

Promote DX across the Group through the development of next-generation financial
businesses using the latest technology, the formation of alliances with DX players,

DX / Systems

etc.


Jointly create an environment and opportunities for each employee to thrive andgrow with good job satisfaction, thereby transforming the organizational culture

Human Resource
Development(behavior). The Group as a whole is to engage in the “maximization of the provisionof value to the region and the customers” and the “creation of new values.”Build a compliance system that covers risks of damage to the interests andexpectations of customers and local communities. Strengthen the establishment
and operation of the RAF management structure using stress tests and scenario

Compliance / Risk
Management

analysis.


Build a forward-looking credit risk management framework and strengthen the risk
management framework of each Group company.

End of document25