This is a partial translation of the original Japanese “Convocation Notice of the 20th Ordinary
General Meeting of Shareholders”, prepared for the convenience of non-resident shareholders.
In case of any discrepancy between any part of this translation and the original Japanese text,
the Japanese original shall prevail. The Company assumes no responsibility for this translationor for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 8377
June 5, 2023
Dear Shareholders:
Hiroshi Nakazawa
President
Hokuhoku Financial Group, Inc.
1-2-26 Tsutsumicho-dori, Toyama-city, Toyama
Convocation Notice of the 20th Ordinary General Meeting of Shareholders
This is to inform you that the 20th Ordinary General Meeting of Shareholders of
Hokuhoku Financial Group, Inc. (“the Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures toelectronically provide the matters subject to the electronic provision measures, whichconstitutes the content of the reference documents for the General Meeting of
Shareholders, etc., and has posted the matters subject to the electronic provision measureson the website as Convocation Notice of the 20th Ordinary General Meeting of
Shareholders. To review the information, please access any of the following websites.
[Hokuhoku Financial Group website (“the Company’s website”)]

https://www.hokuhoku-fg.co.jp/stocks/generalmeeting/[Tokyo Stock Exchange website (Listed Company Search) (“TSE website”)]
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access TSE website, and search by “Issue name” (Hokuhoku Financial Group,) or“Code” (8377), select “Basic information” and then “Documents for public inspection/PR
information” to review[Material website for General Meeting of Shareholders (“Material website”)]
https://d.sokai.jp/8377/teiji/
If you are unable to attend the meeting, you may exercise your voting rights in writing orby electromagnetic method (via the Internet etc.). Please exercise voting rights after
careful examination of the Reference Documents for the General Meeting of Shareholders
by 5:00 p.m., on Monday June 26, 2023.
1. Date and time:

Tuesday June 27, 2023 at 10:00 a.m.

2. Place:

6th floor Conference RoomHead office of The Hokuriku Bank, Ltd.
1-2-26 Tsutsumicho-dori, Toyama-city, Toyama-1-3. Agenda:
Matters to be reported:
The 20th business year (April 1, 2022 through March 31, 2023) Business Report, theNon-Consolidated Financial Statements, the Consolidated Financial Statements, and the
Audit Report on Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee.
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven (7) Directors (Excluding Directors serving as Audit andSupervisory Committee Members)
Proposal 3: Election of Four (4) Directors serving as Audit and Supervisory
Committee Members◎In consideration of the fact that this is the first General Meeting of Shareholders of theCompany after the electronic provision system has been introduced, for this General
Meeting of Shareholders, the Company has sent all shareholders the documents
providing the matters subject to the electronic provision measures, regardless of whether
a request for the delivery for the documents is made or not.
Among the matters subject to the electronic provision measures, the following matters
are not provided in the documents delivered to shareholders under the provisions of laws
and regulations and Article 20 paragraph 2 of the Articles of Incorporation of theCompany. Accordingly, the documents delivered to shareholders constitute only part ofthe documents audited by the Audit and Supervisory Committee and Accounting Auditor
in preparing Audit Reports.
i “Matters concerning Share Acquisition Rights, etc.,” and “Corporate Structure to
Ensure Appropriate Business Operations.”
ii Notes to the Consolidated Financial Statements.
iii Notes to the Non-Consolidated Financial Statements.
◎Should any amendments be made to the matters subject to the electronic provision
measures, the Company will post the notice to that effect with matters before and after
the amendment on the Company’s website, TSE website and Material website.
◎If you wish to exercise your voting rights through a proxy, you must appoint only one (1)proxy from shareholders with voting rights and submit a letter of attorney attached with
the Voting Rights Exercise Form to the receptionist. Please note that non-shareholders
cannot attend the meeting.
4. Exercise of Voting Rights(1) If you attend the meeting, please present the enclosed Voting Rights Exercise Form to
the reception desk.
(2) If you are unable to attend the meeting, please exercise voting rights by any of thefollowing methods.
A. Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of the proposals on the Voting Rights
Exercise Form enclosed herewith, and send back to arrive by 5:00 p.m., on Monday
June 26, 2023.
B. Exercise of Voting Rights by Electromagnetic Method (via the Internet, etc.)
Exercise your voting rights by following the instructions on the next page. Yourvoting rights are to be exercised by 5:00 p.m., on Monday June 26, 2023.

-2-

Guidance Notes on filling in the Voting Rights Exercise Form
Please indicate for or against about each proposal.
<Company Proposals>
Proposal 1
When you are for the proposed proposal, mark ○ in the “for” box, and when you areagainst the proposal, mark○ in the “against” box.
Proposals 2 and 3
When you are for all of the proposed persons in the proposal, mark ○ in the “for” box,
and when you against all in the proposal, mark ○ in the “against” box.
If you are against certain candidates, mark ○ in the “for” box, and also write thecandidate number for each candidate you are against inside the parentheses.
◎No indication on the voting form of your approval or disapproval for any proposal shallbe treated as an indication of approval.
◎If you send Voting Rights Exercise Form multiple times, the last vote cast shall betreated as the valid vote.
◎If you exercise your voting rights by electromagnetic method more than once, the lastvote cast shall be the valid vote.
◎If you exercise your voting rights both by mail(in writing) and by electromagnetic
method (via the Internet), we will only accept, as effective, the exercise of your voting
rights via the Internet.
Guidance Notes on the Exercise of Voting Rights by the Internet
1. You can access the Voting Rights Exercise Website by scanning the QR code without
entering your Code and Password.
(1) Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form.
※「QR Code」is registered trade mark of DENSO WAVE INCORPORATED(2) Enter for or against following the directions on the website.
(3) You can exercise your voting rights only one time by scanning the QR Code to log in.
If you exercise your voting rights more than once, follow the instructions below toaccess the Voting Rights Exercise Website.
2. You can access the Voting Rights Exercise Website by entering your Code andPassword
Voting Rights Exercise Website: https:soukai.mizuho-tb.co.jp/(1) Access the Voting Rights Exercise Website.
(2) Enter the Code for the Exercise of Voting Rights described on the Voting Rights
Exercise Form, and click the “next” button.
(3) Enter the Password described on the Voting Rights Exercise Form, and register yournew password.
(4) Then, please indicate whether you are for or against each of the items following thedirections on the website.
For Inquiries with respect to the Exercise of Voting Rights via the Internet (onlyin Japan)
Stock Transfer Agency Department
Mizuho Trust and Banking Co., Ltd.
Telephone: 0120-768-524 (toll-free, only in Japan)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding the New Year’s holiday)
Reference: Exercise of Voting Rights via the electronic voting platform
Institutional investors may use the electronic voting platform for institutional investors
operated by Investor Communications Japan, Inc.

-3-

Reference Documents
Proposal 1: Appropriation of Surplus
Our dividend policy is to ensure financial foundation and stable distribution of dividends,
based on the public function of financial services that our group companies provide. We
propose JPY 2.00 increase in year-end dividend per common share as below, considering
the business results of this fiscal year, the future business environment and the importanceof enhancing financial foundation by accumulating internal surplus.
(1) Type of dividend property:

Cash(2) Matters concerning the allocation and total amount of dividend property：(Dividend per share)(Dividend amount)
Common shares¥37.00¥4,740,823,690
1st series Type 5 preferred shares¥7.50¥ 483,434,280
Total¥ 5,224,257,970(Notes) There were no interim dividends for common shares in the end of 2nd quarter. Interim
and year-end dividends for 1st series Type 5 preferred shares are JPY 7.50 per sharerespectively, as specified in advance. Interim dividend amount for 1st series Type 5
preferred shares is ¥ 564,006,663.

(3) Date on which dividends from surplus shall be effective: Wednesday June 28, 2023

-4-

Proposal 2: Election of Seven (7) Directors (Excluding Directors serving as Audit
and Supervisory Committee Members)
The terms of office of all seven (7) Directors (excluding Directors serving as Audit andSupervisory Committee Members; hereinafter referred to as “Director” in this proposal)
will expire upon the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, we propose the election of seven (7) Directors.
The Audit and Supervisory Committee has deliberated on this proposal and has notified
that each candidate is qualified for the position of Director of the Company.
The candidates for Directors are as follows:No.

Candidate’s Name

Number ofYears in
OfficeGenderCurrent
Positionat theCompany

1

Hiroshi Nakazawa

Reappointment

4

Male

President

2

Yuji Kanema

Reappointment

6

Male

Vice
President

3

Masahiko Kobayashi

Reappointment

4

Male

Director

4

Yoshimasa Takada

Reappointment

2

Male

Director

5

Yoshikazu Sakamoto

Reappointment

1

Male

Director

6

Akira Sakai

Reappointment

2

Male

Director

Reappointment

1

Male

-

7

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

OutsideCandidate for Outside Director

Independent

Candidate for Independent Director provided for by the Tokyo Stock
Exchange and the Sapporo Securities Exchange-5-

Number of
concurrent
positionsat listedcompanies

1

No

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

1

Hiroshi Nakazawa (March 21, 1963)

Reappointment

Attendance at meetings of the Board of Directors: 12/12meetings (100%)
April 1986
Joined the Hokuriku Bank, Ltd.
April 2005
General Manager of Ninomiya Branch of the saidbankJune 2007
General Manager of Kotoni Branch of the said bank
April 2009
General Manager of Asakusa Branch of the said bankJune 2011
General Manager of Fukui Branch of the said bankJune 2014
General Manager of Planning Division of the saidbankJune 2016
Executive Officer and General Manager of Head
Office Business Division of the said bankJune 2017
Director, Executive Officer and General Manager ofHead Office Business Division of the said bankJune 2018
Director, Managing Executive Officer and Head of
Toyama Regional Business Division of the said bank
Director of the Company
June 2019
Director and Managing Executive Officer of theJune 2020
Hokuriku Bank, Ltd.
June 2021
Director, Managing Executive Officer and Head ofTokyo Regional Business Division of the said bank
Director of the Company (In charge of Business
Planning Department)
President and Representative Director of the Hokuriku
June 2022
Bank, Ltd. (present position)
President of the Company (present position)

Type and Numberof Shares of theCompany held

Common shares
15,215 shares(Important concurrent position of other organization)
President and Representative Director of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Regional Business Division, as amember of the Group since 1986. Moreover, he has abundant management experience as
the President of the Company and the President and Representative Director of the Hokuriku
Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

-6-

No

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

2

Yuji Kanema (June 11, 1964)

Reappointment

Attendance at meetings of the Board of Directors: 12/12meetings (100%)
April 1987
Joined the Hokkaido Bank, Ltd.
January 2002
General Manager of Hanakawa Branch of the saidbankJuly 2003
Manager and head of Managerial Planning Group of
the said bank
October 2005
Head of Managerial Planning Division of the saidbankJuly 2011
Supervisor of Toriimae area and General Manager ofToriimae Branch of the said bank
April 2013
Executive Officer in charge of sales in Okhotsk
Region and General Manager of Kitami Branch of thesaid bankJune 2015
Executive Officer in charge of sales in Sapporo,
Ishikari and Sorachi Region of the said bank
Director, Managing Executive Officer and Head ofJune 2016
Planning and Management Section of the said bank
Director of the Company
June 2017
June 2019
Director of the Company (In charge of PlanningGroup and Administration Group)
Executive Officer of the Hokuriku Bank, Ltd.
President and Representative Director of theJune 2021
Hokkaido Bank, Ltd. (present position)
Vice President and Representative Director of theCompany
Vice President and Representative Director of theApril 2023
Company(In charge of SX planning Department(present position)

Type and Numberof Shares of theCompany held

Common shares
8,219shares(Important concurrent position of other organization)
President and Representative Director of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in Head of Managerial Planning Division and Executive Officer incharge of sales in several regions, as a member of the Group since 1987. Moreover, he hasabundant management experience as the Vice President and Representative Director of theCompany and the President and Representative Director of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

-7-

No

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

3

Masahiko Kobayashi (January 4, 1964)

Reappointment

Attendance at meetings of the Board of Directors: 12/12meetings (100%)
Joined the Hokuriku Bank, Ltd.
April 1987
Deputy General Manager of Asahikawa Branch of theJanuary 2006
said bankJune 2007
General Manager of Obihiro Branch of the said bank
General Manager of Kanazawa Minami Chuo Branch
June 2010of the said bankJune 2012
General Manager of Shinjuku Branch of the said bankJune 2014
General Manager of Sapporo Branch of the said bankJune 2016
General Manager of Planning Division of the saidbankJune 2017
Executive Officer and General Manager of Planning
Division of the said bankJune 2019
Director and Managing Executive Officer of the saidbank(present position)
Director of the Company (In charge of PlanningGroup and Administration Group)
Executive Officer of the Hokkaido Bank, Ltd.
Director of the Company (In charge of Corporate
June 2021
Planning Department)
Director of the Company (In charge of Business
June 2022
Planning Department) (present position)
Director and Senior Managing Executive Officer ofJune 2023
the Hokuriku bank(scheduled)Type and Numberof Shares of theCompany held

Common shares
11,800 shares(Important concurrent position of other organization)
Director and Senior Managing Executive Officer of the Hokuriku Bank,
Ltd. (scheduled)(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in business promotion and corporate planning, etc., as a member of theGroup since 1987. Moreover, he has abundant management experience as the Director of theCompany and the Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

-8-

No

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

Yoshimasa Takada (February 28, 1965)

Reappointment

Attendance at meetings of the Board of Directors: 12/12meetings (100%)
April 1989
Joined the Hokkaido Bank, Ltd.
April 2004
Manager and head of Retail Business Group of thesaid bank
October 2005
Head of Retail Business Division of the said bank
October 2006
General Manager of Hayakita Branch of the said bankJune 2009
Head of Business Planning Division of the said bank
October 2012
Head of Managerial Planning Division of the saidbankJune 2014
Supervisor of Tsukisamu area and General Manager
of Tsukisamu Branch of the said bankJune 2017
Executive Officer in charge of Business Planning of
the said bankJune 2018
Executive Officer and Deputy Head of Sales
Promotion Section in charge of Business Planning of
the said bank
Director, Managing Executive Officer and Head ofJune 2020
Sales Promotion Section of the said bank (present
position)
Director of the Company (In charge of Business
June 2021
Planning Department) (present position)

Type and Numberof Shares of theCompany held

Common shares
9,762 shares(Important concurrent position of other organization)
Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in business planning, etc., as a member of the Group since 1989.
Moreover, he has abundant management experience as the Director of the Company and the
Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

-9-

No

5

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

Reappointment
Yoshikazu Sakamoto (September 3, 1963)
Attendance at meetings of the Board of Directors: 10/10meetings (100%)
April 1987
Joined the Hokuriku Bank, Ltd.
June 2007
General Manager of Mikuni Branch of the said bankJanuary 2010
General Manager of Kanazawa Tonyamachi Branchof the said bankJune 2012
General Manager of Toyama Ekimae Branch of thesaid bankJune 2015
General Manager of Shibuya Branch of the said bankJune 2017
General Manager of Osaka Branch of the said bankJune 2019
Executive Officer and General Manager of Loan
Division of the said bankJune 2021
Director and Executive Officer of the said bankExecutive Officer of the Company (In charge of Loan
Planning)
June 2022
Director and Managing Executive Officer of the saidbank (present position)
Director of the Company (In charge of Loan
Planning) (present position)

Common shares
2,951shares(Important concurrent position of other organization)
Director and Executive Officer of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Loan Division, as a member of theGroup since 1987. Moreover, he has abundant management experience as the Director of theCompany and the Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

- 10 -

No

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

6

Akira Sakai (February 2, 1961)

Reappointment

Attendance at meetings of the Board of Directors: 12/12meetings (100%)
April 1984
Joined the Hokkaido Bank, Ltd.
April 2003
General Manager of Tobetsu Branch of the said bank
Manager and head of Audit Group of the said bank
April 2005
Head of Audit Division of the said bank
October 2005
April 2006
General Manager of Hanakawa Branch of the saidbankApril 2008
Deputy General Manager of Kushiro Branch of thesaid bankSupervisor of Otaru area and General Manager ofJune 2010
Otaru Branch of the said bank
April 2013
Supervisor of Kotoni area and General Manager ofKotoni Branch of the said bankMarch 2016
Officer, Supervisor of Kotoni area and General
Manager of Kotoni Branch of the said bankExecutive Officer and General Manager of Tokyo
June 2016
Branch of the said bank
Full-time Corporate Auditor of the said bankJune 2018
June 2021
Director and Executive Officer of the Hokuriku Bank,
Ltd. (present position)
Executive Officer of the Hokkaido Bank, Ltd.
(present position)
Director of the Company (In charge of Risk
Management Department) (present position)

Type and Numberof Shares of theCompany held

Common shares
11,550 shares(Important concurrent position of other organization)
Director and Executive Officer of the Hokuriku Bank, Ltd.
Executive Officer of the Hokkaido Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in General Manager and Head of Audit Division, as a member of theGroup since 1984. Moreover, he has abundant experience as the Director of the Company andthe Director and Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as amember of the Board of Directors, of his experience and expert knowledge is expected tostrengthen the effectiveness of the decision-making and supervisory functions of the Board of
Directors.

- 11 -

No

7

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)
Yutaka Yokoi (January 10, 1955) Outside Director Independent Director
Reappointment

Type and Numberof Shares of theCompany held

Common shares
700 shares

Attendance at meetings of the Board of Directors: 10/10meetings (100%)
April 1979
September 2006
July 2008
August 2010
September 2011
August 2013
March 2016
December 2020
March 2021
October 2021
January 2022
March 2022

June 2022

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

- 12 -

(Matters to be stated regarding candidates for directors)
The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Mr. Nakazawa, Mr. Kanema, Mr. Kobayashi, Mr. Takada,
Mr. Sakamoto, Mr. Sakai and Mr. Yokoi are elected as Directors at this General Meeting of Shareholders,
they will be insured under the said insurance policy. The insurance policy shall cover damages that may
occur due to the insured officer, etc., assuming responsibility for the execution of his/her duties or
receiving claim related to the pursuit of such responsibility. However, there are certain exemptions thatare not covered, such as damages caused by his/her violation of laws and regulations. The insurance
premiums are fully paid by the company, and the insured does not bear the actual cost of insurance. The
insurance policy has a deductible, and any damage up to the deductible will not be covered. The company
plans to renew the policy on July 2023, which is in the middle of each candidate’s term of office.
(Matters to be stated regarding candidate for outside director)(1) Mr. Yokoi is a candidate for Outside Director. Mr. Yokoi is currently registered as Independent
Director of the rules prescribed by Tokyo Stock Exchange and Sapporo Securities Exchange. If reelected, the Company shall continue to appoint him as Independent Director.
(2) The term of office of Mr. Yokoi as Outside Director of the Company will be 1 year as of the conclusionof this General Meeting of Shareholders.
(3) The Company has entered into liability limitation agreements with Mr. Yokoi to the effect that
the Company ensures that Outside Directors shall assume the liability for damages with limits ofminimum amount prescribed in Article 425, paragraph 1 of the Companies Act, as long as acting ingood faith and without gross negligence in performing their duties. If Mr. Yokoi is elected as Outside
Director at this General Meeting of Shareholders, the Company shall sign the said agreements withhim.

- 13 -

Proposal 3: Election of four (4) Directors serving as Audit and Supervisory Committee
Members
The terms of office of four (4) Directors serving as Audit and Supervisory Committee
Members will expire upon the conclusion of this Ordinary General Meeting of
Shareholders. Therefore, we propose the election of four (4) Directors serving as Audit
and Supervisory Committee Members.
The Audit and Supervisory Committee has approved this proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as
follows:

No.

1

2

3

4

Number ofYears in
OfficeCandidate’s Name

Hirokuni Kitagawa

Masaaki Manabe
OutsideIndependent

Nobuya Suzuki
OutsideIndependent

Kaoru Funamoto
Outside Independent

Reappointment

Reappointment

Reappointment

Reappointment

4

6

6

2

GenderMale

Director serving
as Full-time
Audit andSupervisory
Committee
MemberMale

Director serving
as Audit andSupervisory
Committee
Member1

Male

Director serving
as Audit andSupervisory
Committee
Member1

Male

Director serving
as Audit andSupervisory
Committee
Member0(Notes) No special interests exist between the candidates and the Company.

OutsideIndependent

Candidate for Outside Director
Candidate for Independent Director provided for by the Tokyo Stock
Exchange and the Sapporo Securities Exchange- 14 -

Number of
concurrent
positionsat listedcompanies

Current
Positionat theCompany

No

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

1

Hirokuni Kitagawa (February 11, 1964) Reappointment

Common shares
9,755 shares

Attendance at meetings of the Board of Directors: 12/12meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee:
11/11meetings (100%)
Joined The Hokuriku Bank, Ltd.
April 1987
Deputy Director of Planning Division of the saidJanuary 2006bank
Deputy General Manager of Kanazawa Branch ofJune 2007
the said bankJanuary 2009
General Manager of Toyama Marunouchi Branchof the said bank
Deputy General Manager of First Loan Division ofJune 2010
the said bank
Deputy General Manager of Planning Division ofJanuary 2012
the said bank
General Manager of Planning Group andAdministration Group of the Company
June 2013
Senior Deputy General Manager of Planning
Division of the Hokuriku bankJune 2016
General Manager of Planning Division of the saidbankJune 2019
Director of the Company (Director serving as Audit
and Supervisory Committee Member) (present
position)(Important concurrent position of other organization)-(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience,
having been engaged in corporate planning and business promotion etc., as a member of theGroup since 1987. Moreover, he has abundant experience as the Director serving as Audit
and Supervisory Committee Member of the Company. The Company has selected him as a
candidate for Director serving as Audit and Supervisory Committee Member because theutilization of his experience and expert knowledge is expected to strengthen the audit
functions of the Company and the effectiveness of both the decision-making and supervisory
functions of the Board of Directors.

- 15 -

No

2Name (Date of birth)Type and Number
Career Summary (Titles and Assignments in the Company and subsidiary of Shares of theCompany heldbanks and concurrent positions of other organizations)
Masaaki Manabe (November 27, 1942) Outside Director Independent Director Common shares
Reappointment
9,300 shares
Attendance at meetings of the Board of Directors: 12/12meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee:
11/11meetings (100%)
April 1965
Joined Itino Manabe Gorou Pharmacy Inc. (currently
HOKUYAKU Inc.)
April 1991
President of Valeo Inc. (currently HOKUYAKU
Inc.)April 1999
President of HOKUYAKU Inc.
June 2003
President and Executive Officer of the said company
President of HOKUYAKU TAKEYAMA Holdings, Inc.
September 2006
President and Executive Officer of the said company
June 2007
Chairman and Representative Director ofJune 2012
HOKUYAKU Inc. (present position)
President and Representative Director ofJune 2015
HOKUYAKU TAKEYAMA Holdings, Inc.
Outside Director of the Company (Director serving
June 2017
as Audit and Supervisory Committee Member)(present position)
June 2018
Chairman and Representative Director of
HOKUYAKU TAKEYAMA Holdings, Inc.
(present position)(Important concurrent position of other organization)
Chairman and Representative Director of HOKUYAKU TAKEYAMA
Holdings, Inc.
Chairman and Representative Director of HOKUYAKU Inc.
Member of Sapporo Chamber of Commerce and Industry(Reasons for election of the candidate for Outside Director and overview of expected roles)
Having been engaged in management of HOKUYAKU TAKEYAMA Holdings, Inc. as
Chairman and Representative Director, he has abundant management experience and broad
insight as a top executive, and well versed in the regional economy. The Company has
selected him as a candidate for Outside Director serving as Audit and Supervisory Committee
Member because he is expected to contribute to strengthen the audit functions of theCompany and the effectiveness of both the decision-making and supervisory functions of theBoard of Directors from a perspective independent from that of the management, utilizing his
extensive experience and high level of expertise.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.

- 16 -

No

3

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)Nobuya Suzuki (May 21, 1955) Outside Director Independent Director
Reappointment
Attendance at meetings of the Board of Directors: 12/12meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee:
11/11meetings (100%)
April 1979
Joined Yasuda Life Insurance Company
April 1999
General Manager of Yamagata Branch of the said company
April 2001
Head of Management Research Office of the said
company
January 2004
The said company renamed Meiji Yasuda Life
Insurance Company
General Manager of the Risk Management Control
Department of the said company
July 2006
General Manager of Product Development
Department of the said company
Executive Officer and General Manager of Product
July 2008
Development Department of the said company
April 2010
Managing Executive Officer of the said company
July 2013
Chairman of the Board and Representative
Executive Officer of the said company
June 2017
Outside Director of the Company (Director serving
as Audit and Supervisory Committee Member)(present position)
July 2021
Senior adviser of Meiji Yasuda Life Insurance
Company(present position)
Outside Director of the Kyushu Financial Group,
June 2023
Inc. (Director serving as Audit and Supervisory
Committee Member)(scheduled)Type and Numberof Shares of theCompany held

Common shares
3,100 shares(Important concurrent position of other organization)
Senior adviser of Meiji Yasuda Life Insurance Company
Outside Director of the Kyushu Financial Group, Inc. (Director serving as
Audit and Supervisory Committee Member)(scheduled)(Reasons for election of the candidate for Outside Director and overview of expected roles)
Having been engaged in management of Meiji Yasuda Life Insurance Company as Chairmanof the Board and Representative Executive Officer, he has abundant management experienceand broad insight as a top executive. The company has selected him as a candidate for
Outside Director serving as Audit and Supervisory Committee Member because he isexpected to contribute to strengthen the audit functions of the Company and the effectivenessof both the decision-making and supervisory functions of the Board of Directors from aperspective independent from that of the management, utilizing his extensive experience andhigh level of expertise as an expert in management of a financial institution.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.
Although he had served as Chairman of the Board and Representative Executive Officer of
Meiji Yasuda Life Insurance Company by July 2021 which offers insurance for directors of
the Company, he is considered to work adequately as an Outside Director and Independent
Director of the Company, because the amount of transaction is less than 1% of consolidated
sales of the said company as well as less than 1% of the consolidated gross business profits of
the Company.
- 17 -

No

4

Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiarybanks and concurrent positions of other organizations)
Kaoru Funamoto (May 29, 1955) Outside Director Independent Director
Reappointment
Attendance at meetings of the Board of Directors: 12/12meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee:
11/11meetings (100%)
April 1979
Joined National Police Agency
September 2000
Chief of Saga Prefectural Police Headquarters
August 2007
Director of Criminal Investigation Bureau,
Metropolitan Police Department
April 2010
Chief of Osaka Prefectural Police Headquarters
October 2011
Director of Criminal Affairs Bureau, National Police
AgencyAugust 2013
Senior Managing Director of The Resolution andCollection Corporation
June 2020
Outside Director of The Hokuriku Bank, Ltd.
June 2021
Outside Director of the Company (Director serving
as Audit and Supervisory Committee Member)(present position)

Type and Numberof Shares of theCompany held

Common shares
300 shares(Important concurrent position of other organization)―(Reasons for election of the candidate for Outside Director and overview of expected roles)
He has extensive experience at National Police Agency, and has served in positions as
Director of Criminal Affairs Bureau. Also, having engaged in management of The Resolution
and Collection Corporation as a senior managing director, he has extensive experience andinsight in the financial sector. The company has selected him as a candidate for Outside
Director serving as Audit and Supervisory Committee Member because he is expected tocontribute to strengthen the audit functions of the Company and the effectiveness of both thedecision-making and supervisory functions of the Board of Directors from a perspective
independent from that of the management, utilizing his extensive experience and high levelof expertise.
(Independence of the candidate)He satisfies the Independence Standards for Outside Directors of the Company.
(Matters to be stated regarding candidates for directors)
The company has entered into a directors and officers liability insurance policy with an insurancecompany naming all Directors as insured. If Mr. Kitagawa, Mr. Manabe, Mr. Suzuki and Mr. Funamoto
are selected as Director at this General Meeting of Shareholders, they will be insured under the said
insurance policy. The insurance policy shall cover damages that may occur due to the insured officer,
etc., assuming responsibility for the execution of his/her duties or receiving claim related to the pursuitof such responsibility. However, there are certain exemptions that are not covered, such as damages
caused by his/her violation of laws and regulations. The insurance premiums are fully paid by thecompany, and the insured does not bear the actual cost of insurance. The insurance policy has adeductible, and any damage up to the deductible will not be covered. The company plans to renew thepolicy on July, 2023, which is in the middle of candidate’s term of office.
(Matters to be stated regarding candidate for outside directors)(1) Mr. Manabe, Mr. Suzuki and Mr. Funamoto are candidates for Outside Directors. They are
currently registered as Independent Directors of the rules prescribed by Tokyo Stock Exchange andSapporo Securities Exchange. If re-elected, the Company shall continue to appoint them as
Independent Directors.

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(2) The term of office of Mr.Manabe and Mr.Suzuki as Outside Directors of the Company will be 6
years and Mr. Funamoto as Outside Directors of the Company will be 2 years as of the conclusionof this General Meeting of Shareholders.
(3) The Company has entered into liability limitation agreements with Mr.Manabe, Mr.Suzuki and Mr.
Funamoto to the effect that the Company ensures that Outside Directors shall assume the liability
for damages with limits of minimum amount prescribed in Article 425, paragraph 1 of theCompanies Act and, as long as acting in good faith and without gross negligence in performing
their duties. If Mr.Manabe, Mr.Suzuki and Mr.Funamoto are elected as Outside Directors at this
General Meeting of Shareholders, the Company shall sign the said agreements with them.
(Reference)■Independence Standards for Outside Directors of the Company
A candidate for Outside Directors shall be, in principle, a person who does not fall under or has notrecently fallen under any of the following:(i) A person who has the Company or its subsidiary as a major business partner, or a person engaged in
the execution of business of a corporation etc., which has the Company or its subsidiary as a major
business partner.
(ii) A person who is a major business partner of the Company or its subsidiary, or a person engaged in
the execution of business of a corporation etc., which is a major business partner of the Company or
its subsidiary.
(iii) A consultant, an accounting expert or a legal expert etc., who receives a large amount of money orother property excluding remuneration received as Directors or Corporate Auditors from theCompany or its subsidiary.
(iv) An employee of consulting office, accounting office or law office which has the Company or its
subsidiary as major business partner.
(v) A person who receives large donation from the Company or its subsidiary or a person engaged in
the execution of business of a corporation etc., which receives large donation from the Company or
its subsidiary.
(vi) A major shareholder of the Company (shareholder who possesses voting rights more than 10% ofthat of total shareholders), or a person engaged in the execution of business of a corporation etc.,
which is a major shareholder of the Company.
(vii) A close relative of the following person (excluding non-material person)
A. A person who falls under any of (i) through (vi) above
B. A Director, a Corporate Auditor, an Executive Officer and a material employee of theCompany or its subsidiary
The definition of “recently”“Recently” denotes a time that can be deemed to be substantively the same as the present; for example,
a person is not independent if that person was major business partner at the time when the proposal
electing that person as an Outside Director was decided.
The definition of “major”
More than 1% of consolidated sales (consolidated gross business profits as for the Company) of themost recent business term
The definition of “corporation etc.”
Institution other than corporation is included
The definition of “large (amount of money or other property, donation)”
More than 10 million yen per year on average over the last 3 years
The definition of “close relative”
Family member within the second degree of kinshipThe definition of “non-material person”
A Person who is “material” means an officer or a manager, or a certified public accountant or a lawyer
in case that person belongs to an accounting office or a law office.

- 19 -

■Main experience/ expertise of directors, expected fields(Position after the conclusion of this General Meeting of Shareholders is shown in the table below.)
HiroshiYuji
Masahiko Yoshimasa Yoshikazu
Akira
Name
Nakazawa
KanemaKobayashi
TakadaSakamoto
Sakai
Position

President

Vice
President

Director

Director

Director

Director

Number ofyears in
office4 years

6 years

4 years

2 years

1 year

2 years

Corporate
management

●

●

●

●

●

●

●

●

HR
management
Consulting

●

●
●

●

●

Risk
management/
Compliance●

FinancialMarket●Globalaffairs

●

IT/DX

●

●

●

●

GX

●

●

●

●

Finance

●

●

●

●

●

●

●

Financialaccounting●●●- 20 -●●

Yutaka
Yokoi

Hirokuni
Kitagawa

Position

Number ofyears in
officeName

Director

Director
serving as
Audit andSupervisory
Committee
Member

MasaakiManabeDirector
serving as
Audit andSupervisory
Committee
MemberNobuyaSuzuki
Director
serving as
Audit andSupervisory
Committee
Member

Kaoru
Funamoto
Director
serving as
Audit andSupervisory
Committee
MemberMarie
Ogawa
Director
serving as
Audit andSupervisory
Committee
Member

1 year

4 years

6 years

6 years

2 years

1 year

●

●

●

●

●

●

●

Corporate
management
HRmanagement●

Consulting
Riskmanagement/
Compliance
FinancialMarketGlobalaffairs

●

●

●

●

IT/DX
GX
Finance●Financialaccounting●●- 21 -