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 Japanese 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 7, 2023
(Available electronically from June 1, 2023)
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 17th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 17th Annual Shareholders’ Meeting (the “Meeting”) of
Yamaguchi Financial Group, Inc. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures forelectronic provision and posted the matters subject to the measures for electronic provision on thefollowing website.
The Company’s website (English) https://www.ymfg.co.jp/finance/english.html
In addition to the Company website, matters subject to the measures for electronic provision are
also posted on the website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the TSE website (Listed Company Search) above, perform a search by entering“Yamaguchi Financial Group” as the “Company name” or “8418” as the “Code,” and select “Basic
information” and then “Documents for public inspection/PR information” to view the information.
We will hold the Meeting while taking appropriate measures to prevent COVID-19 infection.
However, if you plan to attend the Meeting, please do so after careful consideration to your physicalcondition and the status of pandemic spread on the date of the Meeting,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 Tuesday, June 27,2023, 5:30 p.m. Japan time.
1. Date and Time:

10:30 a.m., Wednesday, June 28, 2023
(Doors will open at 9:30 a.m.)1

2. Place:

8th Floor Hall of the Head Office of Yamaguchi Bank
located at 2-36, 4-chome Takezaki-cho, Shimonoseki, Yamaguchi2

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 17th fiscal year (from April 1, 2022 toMarch 31, 2023)
2. Details of the Non-Consolidated Financial Statements for the 17th fiscal year (from April 1,
2022 to March 31, 2023)
Matters to be resolved:
Proposal 1: Election of Eight (8) Directors (Excluding Directors Who are Audit and Supervisory
Committee Members)
Proposal 2: Election of Two (2) Directors Who Serve as Audit and Supervisory Committee
Members
Proposal 3: Election of One (1) Substitute Director Who is an 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. In addition, you may exercise your voting rights by proxyby submitting a document certifying the authority of representation to other one (1) shareholderof the Company who has voting right at the Meeting.
● Of the matters subject to the measures for electronic provision, the following items are notincluded in the documents sent to shareholders who requested delivery of documents, inaccordance with laws and regulations as well as Article 17 of the Articles of Incorporation of theCompany. As a result, these documents are a subset of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor to prepare the Audit Reports.:(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 with its Parent Company, Etc.,” “Matters
Concerning the Accounting Advisors,” and “Others,” in the Business 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.
● Any revisions to the matters subject to the measures for electronic provision will be posted on
the above-mentioned Company website (https://www.ymfg.co.jp).

3Request to Shareholders
Measures to Prevent COVID-19 Infection









We will increase the distance between seats; consequently, the number of seats we canprepare is fewer than usual. Therefore, please be aware that seats may not be available
when visiting the location on the day of the Meeting.
We may refuse your entry if you have fever or appear to be in poor health. You also may berequested to wear a mask at the Meeting depending on the status of pandemic spread on thedate of the Meeting.
Please note that from the perspective of preventing the spread of infection, the Meeting will
be shortened.
Please note that we will not be handing out souvenirs.
Any updates to this request due to the status of pandemic spread, government
announcements, or the like prior to the Meeting will be posted on the Company’s website.
A video of the Meeting will be available on the Company’s website at a later date for viewing
at home or elsewhere. Consideration will be given to the privacy protection of shareholder
voices, images, etc.

4

GUIDANCE ON EXERCISE OF VOTING RIGHTS
Voting rights are important rights of shareholders. Therefore, we request that you exercise
your voting 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: Tuesday, June 27, 2023, 5:30 p.m. Japan time
Please access the website for exercise of voting rights (https://evote.tr.mufg.jp/) and enter yourapproval or disapproval of the proposals by the deadline.
By Mail
Exercise Deadline: Tuesday, June 27, 2023, 5:30 p.m. Japan time
Please fill-in your approval or disapproval of the proposals in the enclosed “Voting Rights
Exercise Form,” and sent it back as it arrives prior to the deadline.
For the avoidance of doubt, in case where you fail to fill-in either approval or disapproval of a
proposal, it will be treated as if you voted for “approval.”
By Attending the Meeting
Date and Time of the Meeting: Wednesday, June 28, 2023, 10:30 a.m. Japan time
Please submit the enclosed “Voting Rights Exercise Form” at the reception of the Meeting.

5

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 on 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 instructions on the screen and enter yourapproval or disapproval 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 to the website for exercise of voting rights.
(2) Please enter your “Log-in ID and Provisional Password” printed on your “Voting Rights
Exercise Form,” and click “Log in.”
(3) Please register your new password.
(4) After that, please follow the instructions on the screen and enter your approval or disapprovalof each proposal.
[Notes for Exercising Your Voting Rights via the Internet]■ The internet connection charges, communication charges, etc. arising from accessing the voting
rights exercise website shall be borne by the shareholders.
■ 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 thevoting.
 If a voting right is exercised multiple times via the internet, the last voting right exercised
shall 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.

6

REFERENCE MATERIALS FOR THE MEETING
Proposals and References
Proposal 1: Election of Eight (8) Directors (Excluding Directors Who are Audit and Supervisory
Committee Members)
The term of office of all eight (8) 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.
This proposal has been 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

April 11, 1970

2

Narumasa Soga

July 5, 1963

3

Koji Oda

April 13, 1961

4

Mitsuru Kato

April 2, 1961

5

Minako Suematsu

March 17, 1968

Director

6

Yuzuru Yamamoto

March 8, 1953

Director

7

Tomoko Mikami

January 21, 1974

Director

8

Takehiko Ogi

August 8, 1961–

Date of birth

Current position in the Company, etc.
President, Representative
Director and Group CEO
Director(President and Director of
The Yamaguchi Bank, Ltd.)
Director(President and Director of
Momiji Bank, Ltd.)
Director(President and Director of
The Kitakyushu Bank, Ltd.)

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

7

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New appointment
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
positions
April 1995
Joined The Yamaguchi Bank,
June 2020 President, Representative Director
Ltd.
and COO of the Company
January 2012 General Manager, Akasakamon
June 2021 President, Representative Director
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 Supervisoryof The Yamaguchi Bank, Ltd.
Committee Member of Chofu
January 2016 General Manager, Business
Seisakusho Co., Ltd. (Outside
Potential Assessment
director) (present position)
Department of the said bankJune 2017
Representative Director of(Status of material concurrent positions)YMFG ZONE PLANNING CO.,Director, Audit and Supervisory Committee
LTD.
Member of Chofu Seisakusho Co., Ltd.
June 2019
Executive Officer of the(Outside director)
Company
July 2019
Representative Director of YM
Career Inc.

Years ofservice as a
Director:
3 years
Number ofshares of theCompany
owned:
24,900sharesNumber ofpotentiallyowned sharesof theCompany:
21,148shares[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.

8

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 theJune 2022
President and Director of The
Corporate Banking BusinessYamaguchi Bank, Ltd. (presentGroup and General Manager of
position)
the Regional Business(Status of material concurrent positions)
Development Group of theCompany
President and Director of The Yamaguchi Bank,
June 2019
Senior Managing Director ofLtd. (Representative Director)
Momiji Bank, Ltd.
November 2019 Executive Officer and General
Manager of the Corporate
Banking Business Group of theCompany

Years ofservice as a
Director:
1 year and 6
monthsNumber ofshares of theCompany
owned:
32,100sharesNumber ofpotentiallyowned sharesof theCompany:
6,126 shares[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 President and Director of The Yamaguchi Bank, Ltd., one of the three banks in the Group, andpossesses the knowledge and experience required to carry out sound and appropriate operation of the Group, and theCompany has judged that he will continue to appropriately execute the duties of Director of the Company. In
addition, the Company has determined that the focused monitoring of the business execution of the said bank by the
Board of Directors of the Company, with the appointment of Mr. Soga thereto, would constitute an appropriate
governance system for the Group. Accordingly, he has been selected as a candidate for the position of Director.

9

3

Koji Oda

Male,
Date of birth: April 13, 1961

(Reappointment)

Years ofservice as a
Director:
1 yearBrief personal history, position and principal duty in the Company, and important concurrent
positions
April 1984
Joined Hiroshima Sogo Bank,
April 2012
Director and General Manager
Ltd.
of Kaita Branch, Momiji Bank,(February 1989: Hiroshima-Sogo
Ltd.
Number ofBank, Ltd.)
June 2014
Managing Director of the said
shares of the(May 2004: Momiji Bank, Ltd.)bank
Company
August 2003
General Manager, Yamaguchi
June 2016
Director and President of the
Branch of Hiroshima-Sogo Bank,
said bank (present position)
owned:
Ltd.
June 2017Managing Director of the
8,400
February 2005 Chief Assistant Manager, Sales
Company
sharesPromotion Department, Momiji
June 2020
Retired as the Managing
Bank, Ltd.
Director of the Company
July 2008
General Manager, Takehara
June 2022
Appointed as Director of the
Number of
Branch of the said bankCompany (present position)
potentiallyJune 2010
General Manager, Corporate
owned shares(Status of material concurrent positions)
Administration Department of
the said bank
Director and President of Momiji Bank, Ltd.
of theJune 2011
General Manager of the(Representative Director)
Company:
Corporate Administration
67,953
Department and Human
Resource Development Office ofsharesthe Company[Reasons for selection as a Director candidate]
He has supervised the overall management of the Group and the Momiji Bank, Ltd., one of the three banks in theGroup, as Director and President of the said bank, and possesses the knowledge and experience required to carry out
sound and appropriate operation of the Group, and the Company has judged that he will continue to appropriately
execute the duties of Director of the Company. In addition, the Company has determined that the focused monitoringof the business execution 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 asa candidate for the position of Director.

10

4

Mitsuru Kato

Male,
Date of birth: April 2, 1961

(Reappointment)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1984
Joined The Yamaguchi Bank,
June 2019
Managing Director of theLtd.
Company
October 2008
General Manager, Moji Branch
June 2019
Director and President of Theof the said bank
Kitakyushu Bank, Ltd.
July 2011
Deputy General Manager,(present position)
Corporate Planning Department June 2020
Retired as the Managingof the said bank
Director of the Company
October 2011
General Manager, Corporate
June 2022
Appointed as Director of the
Administration Department,
Company (present position)
The Kitakyushu Bank, Ltd.
(Status of material concurrent positions)
October 2011
Deputy General Manager,
Corporate Administration
Director and President of The Kitakyushu
Department of the Company
Bank, Ltd. (Representative Director)
June 2016
Director of the Company
June 2018
Senior Managing Director of The
Kitakyushu Bank, Ltd.

Years ofservice as a
Director:
1 yearNumber ofshares of theCompany
owned:
12,400sharesNumber ofpotentiallyowned sharesof theCompany:
33,654 shares[Reasons for selection as a Director candidate]
He has supervised the overall management of the Group and 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 carryout sound and appropriate operation of the Group, and the Company has judged that he will continue toappropriately execute the duties of Director of the Company. In addition, the Company has determined that thefocused monitoring of the business execution of the said bank by the Board of Directors of the Company, with theappointment of Mr. Kato thereto, would constitute appropriate governance system for the Group. Accordingly, he has
been selected as a candidate for the position of Director.

11

5

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(Outside director) (present
position)
position)January 2014 Director of TSUNEISHI(Status of material concurrent positions)
HOLDINGS CORPORATION
June 2017
Representative Director,
Representative Director, Chairman, andChairman of The Japan Times,
President of The Japan Times, Ltd.
Ltd.
Representative Director of News2u Holdings
January 2020 President of JINSEKI KOGEN
Corporation
GAKUEN INSTITUTION
President of JINSEKI KOGEN GAKUEN(present position)
INSTITUTION

Years ofservice as a
Director:
3 years
Number ofshares of theCompany
owned:−
Number ofpotentiallyowned sharesof theCompany:
1,441 shares[[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.

12

6

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(April 2022: UBE Corporation)
Director and Group CEO of theJune 2003
Executive Officer of the said
said company
company
April 2019
Chairman of the Board ofJune 2003
President and Representative
Directors & Representative
Director of Ube Machinery
Director of the said company
Corporation, Ltd.
June 2019
Chairman of the Board of
April 2007
Managing Executive Officer of
Directors & Director of the said
Ube Industries, Ltd.
company (present position)
April 2010
Senior Managing Executive
June 2020
Director of The Yamaguchi
Officer of the said company
Bank, Ltd. (Outside director)
June 2010
Director & Chairman of the Board June 2021
Director of the Company
of Ube Machinery Corporation,(Outside director) (presentLtd.
position)
April 2013
Assistant to President and Group(Status of material concurrent positions)
COO of Ube Industries, Ltd.
June 2013
Representative Director of the
Chairman of the Board of Directors & Director
said company
of UBE Corporation

Years ofservice as a
Director:
2 years
Number ofshares of theCompany
owned:
2,700 shares
Number ofpotentiallyowned sharesof theCompany:
221 shares[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 abusiness executive, and the Group, as the net sales of the said company resulting from transactions with the Groupaccount 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 his independence.

13

7

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. February 2020 Executive Officer, Corporate
August 2001
Joined Dell Co., Ltd.
Cloud Sales Management Group
July 2005
Joined Microsoft Japan Co.,
Lead of the said company
Ltd.
June 2021
Director of the Company
March 2007
Joined Microsoft Corporation of(Outside director) (present
U.S.
position)
September 2009 General Manager of Corporate
January 2022 Managing Executive Officer,
Planning Department ofCorporate Solution Business
Microsoft Japan Co., Ltd.
Group Lead, and Digital Sales
August 2012
Regional Account Director of
Business Group Lead of the said
the said company
company (present position)
September 2014 Windows & Device Business
March 2022
Director of Sun* Inc. (Outside
Group Lead of the said
director)company(Status of material concurrent positions)January 2016
Senior Director, Windows &Device Business Group Lead of Managing Executive Officer, Corporate Solution
the said company
Business Group Lead, and Digital Sales(subsequently, Microsoft365
Business Group Lead, Microsoft Japan Co., Ltd.
Business Group Lead, due toGroup reorganization)
September 2019 Senior Director, Corporate
Cloud Sales Management
Group Lead of the said
company

Years ofservice as a
Director:
2 years
Number ofshares of theCompany
owned:−
Number ofpotentiallyowned sharesof theCompany:−[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.

14

8

Takehiko Ogi

Male,
Date of birth:
August 8, 1961

(New
appointment)(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
April 1984
Joined the Ministry ofMarch 2016
Graduated from the doctoral
Years ofInternational Trade andprogram in Economics,
service as a
Industry (currently the Ministry
Graduate School of
Director:of Economy, Trade and Industry)
Economics, University ofJune 1999
Director, Culture Convenience
Tokyo (PhD in Economics)−
Club Co., Ltd.
April 2016
Senior Advisor, Financial
June 2002
Representative Director andServices Agency
Number ofManaging Director, Culture
September 2017 Member of the Board ofConvenience Club Co., Ltd.
Trustees, Shizenkan
shares of theJuly 2004
Managing Director, Industrial
University (present position)
Company
Revitalization Corporation ofAugust 2018
Director, Ministry of Economy,
owned:
Japan
Trade and Industry
November 2004 President and Representative
October 2020
Professor, Department of−
Executive Officer (seconded),Industrial Management,
Number of
Kanebo Ltd.
Faculty of Economics, Kyushu
potentiallyApril 2007
President and Representative
University (present position)
owned shares
Director, Maruzen Co., Ltd.
December 2020 Director, Japan Platform of(currently Maruzen CHI
Industrial Transformation,of theHoldings Co., Ltd.)
Inc. (Outside director) present
Company:
June 2013
Director, Seibu Holdings Inc.
position)−(Outside director)(Status of material concurrent positions)
June 2015
Director, Misumi Group Inc.
(Outside director)
Professor, Department of Industrial
August 2015
President and Representative
Management, Faculty of Economics, Kyushu
Director, Japan Human
University
Resource Network
Director, Japan Platform of Industrial
Transformation, Inc. (Outside director)
Member of the Board of Trustees, Shizenkan
University[Reasons for selection as a candidate for the position of outside Director and roles expected]
Mr. Takehiko Ogi has served as Representative Director of Kanebo Ltd., Maruzen CHI Holdings Co., Ltd., and Japan
Human Resource Network following his retirement from the Ministry of International Trade and Industry (currently
the Ministry of Economy, Trade and Industry), and currently specializes in organizational theory and corporate
governance as Professor in the Department of Industrial Management, Faculty of Economics, Kyushu University.
The Company expects that Mr. Ogi will provide pertinent recommendations on management, including themaintenance and improvement of corporate governance, his strength, as well as support for the banks in the Group
using his knowledge of corporate revitalization, and thus requests his election as a Director.

15

(Notes)
1. The number of potentially- owned shares of the Company refers to the number of shares that are scheduled to
be delivered equivalent to the number of shares owned in the Company’s officer stock ownership association, thepoints granted under the stock-based remuneration plan, and the stock acquisition rights granted under theformer stock option plan, as of March 31, 2023, and is presented as a reference for the number of shares to beissued in the future.
2. 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.
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).
No special interests exist between the Company and the other candidates.
3. The Company has registered 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 areelected at the Meeting, it is planned that they will remain in office as independent Directors. If Mr. Takehiko Ogi
is elected at the Meeting, the Company plans to register him as an independent Director at the said Exchange.
4. 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 1 of
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. Minako Suematsu, Mr. Yuzuru Yamamoto,and Ms. Tomoko Mikami, and if their election is approved at the Meeting, the Company plans to continue the said
agreement limiting liability with them. If Mr. Takehiko Ogi’s election is approved at the Meeting, the Company
plans to conclude the said agreement limiting liability with him.
5. 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 incurred by
Directors arising from liability for damages assumed when executing their duties. The Company plans to renew
the insurance contract in July 2023, during the terms of office of each of the candidates.

16

Proposal 2: Election of Two (2) Directors Who are Audit and Supervisory Committee Members
The terms of office of Mr. Kazuo Tsukuda and Mr. Michiaki Kunimasa, Directors who are Audit andSupervisory Committee Members, will expire at the conclusion of the Meeting. Accordingly, theCompany proposes that two (2) Directors who are Audit and Supervisory Committee Members beelected. This proposal has been approved by the Audit and Supervisory Committee.
The proposal has been reviewed by each Director who is an Audit and Supervisory Committee
Member with no objections being raised.
The candidates for the position of Directors who are Audit and Supervisory Committee Members
are as follows:
Candidate
No.

Name

Date of birth

Current position in the Company, etc.

1

Yumiko Nagasawa

November 6, 1959

Director

2

Kenko Shikichi

January 19, 1968−

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

17

New appointment
OutsideIndependent
New appointment
OutsideIndependent

1

Yumiko Nagasawa

Female,Date of birth:
November 6, 1959

(New
appointment)(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent Years of
positionsservice as a
April 1984
Joined The Nikko Securities Co., June 2018
Director of the Yamaguchi
Director:
Ltd.
Bank, Ltd. (Outside director)
3 years
July 1997
Vice President, Retail
June 2020
Director of the Company
Investment Department of(Outside director) (present
Citibank N.A. (Tokyo)
position)
Number ofJune 2000
Vice President, SSB Citi Asset
June 2021
Director of Yakult Honsha Co.,Management Co., Ltd.
Ltd. (Outside director) (present shares of theCompany
December 2004 Secretary General of Foster
position)
Forum (Forum for Fostering
June 2021
Director, Audit andowned:
High-quality Financial
Supervisory Committee−
Instruments)
Member of GL Sciences Inc.
Number ofAugust 2008
Representative Director of(Outside director) (present
Nagasawa Building Co., Ltd.
position)
potentially(present position)
owned shares(Status of material concurrent positions)January 2016 Deputy Director-General ofof theFinancial Services Agency
Facilitator of Foster Forum (Forum forJune 2018
Facilitator of the said forum
Fostering High-quality Financial Instruments
Company:(present position)
Director of Yakult Honsha Co., Ltd. (outside
1,615 shares
June 2018
Representative Commissioner
director)and Deputy Chairman of Nippon Director, Audit and Supervisory Committee
Association of Consumer
Member of GL Sciences Inc. (outside director)
Specialists (present position)
Representative Director of Nagasawa Building
June 2018
Director of Japan IndustrialCo., Ltd.
Association (present position)[Reasons for selection as the candidate for the position of outside Director who serves as an Audit and Supervisory
Committee Member]
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 Member of the Audit
and Supervisory Committee.
[Independence of the candidate]With respect to transactional relationships, etc., between GL Sciences Inc. where Ms. Yumiko Nagasawa serves as an
outside director who serves as an audit and supervisory committee member, and the Group, as the net sales of thesaid company resulting from transactions with the Group account for less than 1 % of the consolidated net sales ofthe said company, and the income of the Group resulting from transactions with the said company and its groupcompanies account for less than 1 % of the consolidated ordinary income of the Company, there is no effect on his
independence.

18

2

Kenko Shikichi

Male,
Date of birth:January 19, 1968

(New appointment)(Outside)(Independent)

Years ofservice as a
Director:−

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. (Outside auditor)
Association, joined Kitahama
May 2019 Director and Audit and Supervisory
Number of
Law OfficeCommittee Member of the said
April 2006
Transferred registration tocompany (Outside director) (present shares of the
Fukuoka Prefecture Bar
position)
Company
Association
owned:(Status of important concurrent positions)January 2007 Partner, attorney at law,−
Kitahama Partners L.P.C.
Partner, attorney at law and certified tax(present position)accountant at Kitahama Partners L.P.C.
Number ofJuly 2012
Company Auditor, Vega
Director and Audit and Supervisory Committee
potentiallyCorporation Co., Ltd. (Outside
Member, Vega Corporation, Co., Ltd. (Outside
owned shares
auditor)director)
July 2015
Director and Audit andDirector and Audit and Supervisory Committeeof theSupervisory Committee Member Member, JTC Inc. (Outside director)
Company:of the said company (Outside−
director) (present position)[Reasons for selection as the candidate for the position of Outside Director who serves as an Audit and Supervisory
Committee Member and roles expected]
Mr. Kenko Shikichi has conducted mainly community-based attorney activities in Fukuoka City as partner ofKitahama Law Office, and is registered as a certified tax accountant with the Kyushu-hokubu Certified Public Tax
Accountants’ Association. The Company expects that he will further strengthen the evaluation of the effectiveness ofthe decision-making functions and supervisory functions of the Board of Directors of the Company as well as thecorporate governance of the Company by providing his pertinent recommendations based on his wealth of experienceand professional knowledge as a legal expert, and thus requests his election as a Director who is an Audit andSupervisory Committee Member.
(Notes)1.

The number of potentially-owned shares of the Company refers to the number of shares that are scheduled to bedelivered equivalent to the number of shares owned in the Company’s officer stock ownership association, thepoints granted under the stock-based remuneration plan, and the stock acquisition rights granted under theformer stock option plan, as of March 31, 2023, and is presented as a reference for the number of shares to beissued in the future.

2. The Group banks have business transactions including deposit and loan transactions with GL Sciences Inc.,
where Ms. Yumiko Nagasawa serves as Director, Audit and Supervisory Committee Member (outside director).
No special interests exist between the Company and Mr. Kenko Shikichi.
3.

The Company has registered Ms. Yumiko Nagasawa as an independent Director at the Tokyo Stock Exchange,
Inc., as provided for in the exchange’s rules. If she is elected at the Meeting, it is planned that she will remain in
office as an independent Director. If Mr. Kenko Shikichi is elected at the Meeting, the Company plans to register
him as an independent Director at the said exchange.

4.

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, and if her election isapproved at the Meeting, the Company plans to continue the said agreement limiting liability with her. If Mr.
Kenko Shikichi’s election is approved at the Meeting, the Company plans to conclude the said agreement
limiting liability with him.

5.

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 incurred19

by Directors arising from liability for damages assumed when executing their duties. The Company plans torenew the insurance contract in July 2023, during the terms of office of each of the candidates.

20

Proposal 3:

Election of One (1) Substitute Director Who is an Audit and Supervisory Committee
Member

The Company may elect in advance, one (1) substitute Director who is an Audit and Supervisory
Committee Member as a precaution against cases where a vacancy results in a shortfall in thenumber of Directors who are Audit and Supervisory Committee Members prescribed under the laws
and regulations.
The candidate, Mr. Daisuke Fujii, 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. 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 been approved by the Audit and Supervisory Committee.
The proposal has been 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:

Daisuke Fujii

Male,
Date of birth:
March 7, 1975

(Outside)(Independent)

Brief personal history, position and principal duty in the Company, and important concurrent
positions
October 2004
Registered with Fukuoka Bar
April 2017 Opened Fujii Takada Law Office
Association, joined Mannen Law(May 2023 Fujii Law Office)
Office(Status of important concurrent positions)
October 2014
Partner, attorney at law,
Mannen Law Office
Attorney at law, Fujii Law Office

Number ofshares of theCompany
owned:−

Number ofpotentiallyowned sharesof theCompany:−[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. Although Mr. Daisuke Fujii has not been directly involved in the management of a company inthe past, for the above reasons, the Company has determined that he will be able to appropriately perform his duties
as an Outside Director who serves as an Audit and Supervisory Committee Member.
(Notes)21

1.

No special interests exist between Mr. Daisuke Fujii and the Company.

2.

Mr. Daisuke Fujii 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.
Daisuke Fujii 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. Daisuke Fujii 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 2023.

22

Corporate Governance System after the Meeting Held on June 28, 2023 (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 and 2 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〇23FemaleOfficers

Female Ratio

Female: 3

Female: 27%

Male: 8

Male: 73%

Composition ofNomination
Committee

Classification
Name

Position

Expected Priority Areas of Expertise

Corporate
Governance

MinakoSuematsu

Outside Directors
TomokoTakehiko Ogi
Mikami

〇

〇

〇

〇

〇

YumikoNagasawa〇〇

Internal: 0Outside: 3

Kenko
ShikichiDirector,
Audit andSupervisory
Committee
Member(Part-time)
〇

〇

〇

〇

Macroeconomics〇〇

FinanceDX

Outside: 3

Composition ofCompensation
Committee

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

Sustainability
Regional
Economy/Administration

YuzuruYamamoto

Internal: 0

〇

〇

〇

Corporate Legal
Affairs〇24

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 are as below.
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 ended 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 2024, as in the previous fiscal year,
has gone through a process that secured objectivity and transparency, with the executive proposal
which was drafted by utilizing nominations by Group Officers, the skills matrix that provides an
overview of the overall balance 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 themajority and determined by the Board of Directors of the Company, from the perspective of
increasing the corporate value of the Group 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 with25

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 document26