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 6, 2024
(Available electronically from May 31, 2024)
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 18th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 18th 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 for electronic
provision and posted the matters subject to the measures for electronic provision on the following
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.
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 Wednesday, June
26, 2024, 5:30 p.m. Japan time.
1. Date and Time:

10:00 a.m., Thursday, June 27, 2024 (Doors will open at 9:00 a.m.)

2. Place:

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

1

3. Agenda:
Matters to be reported:
1. Details of the Business Report, details of the Consolidated Financial Statements, and reports of
the Accounting Auditor and the Audit and Supervisory Committee on the results of auditing theConsolidated Financial Statements, for the 18th fiscal year (from April 1, 2023, to March 31,2024)
2. Details of the Non-Consolidated Financial Statements for the 18th fiscal year (from April 1, 2023
to March 31, 2024)
Matters to be resolved:
Proposal 1: Election of Eight (8) Directors (Excluding Directors Who are Audit and Supervisory
Committee Members)
Proposal 2: Election of One (1) 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 another one (1)shareholder of the Company who has voting rights 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 the Articles of Incorporation of the Company.
The Audit and Supervisory Committee and the Accounting Auditor have audited the documents
subject to audit, including the following matters:(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).

2

REQUEST TO SHAREHOLDERSPlease note that to ensure fairness between those shareholders who come to the meetingand those who cannot come to the meeting, we will discontinue the distribution of souvenirs.
We ask for your understanding in this matter.



We may refuse your entry if you have a fever or appear to be in poor health.

A video of the Meeting will be available on the Company’s website at a later date for viewing
at home or elsewhere. When streaming this video the privacy of shareholder’s voices, images,
etc. will be taken into consideration.

3

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: Wednesday, June 26, 2024, 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: Wednesday, June 26, 2024, 5:30 p.m. Japan time
Please fill-in your approval or disapproval of the proposals in the enclosed “Voting Rights
Exercise Form,” and send it back so that the mail 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: Thursday, June 27, 2024, 10:00 a.m. Japan time
Please submit the enclosed “Voting Rights Exercise Form” at the reception of the Meeting.

4

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 the “How to Enterthe Log-in ID and the Provisional Password” method described below.
How to Enter the Log-in ID and the Provisional Password
Website for Exercise of Voting Rights: https://evote.tr.mufg.jp/(1) Please access the website for exercise of voting rights.
(2) Please enter your “Log-in ID and Provisional Password” printed on your “Voting Rights
Exercise Form,” and click “Log in.”(3) 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 by mail.
 If a voting right is exercised multiple times via the internet, the last voted approval ordisapproval shall be treated as your final vote .

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.

5

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

Hirofumi Hiranaka

November 3, 1967

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

Director

Date of birth

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

6

Reappointment
Reappointment
New appointment
Reappointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

1

Keisuke Mukunashi

Male,
Date of birth: April 11,
1970(Reappointment)

Brief personal history, position, and principal duty in the Company, and important concurrent
positions
April 1995
Joined The Yamaguchi Bank,
June 2020 President, Representative
Ltd.
Director, and COO of theJanuary 2012 General Manager, Akasakamon
Company
Branch of The Kitakyushu
June 2021 President, Representative
Bank, Ltd.
Director, and Group CEO of theSeptember 2013 General Manager, Ogori Branch
Company (present position)of The Yamaguchi Bank, Ltd.
March 2022 Outside Director, Audit andJanuary 2016 General Manager, BusinessSupervisory Committee Member
Potential Assessmentof Chofu Seisakusho Co., Ltd.
Department of the said bank(present position)
June 2017
Representative Director of
YMFG ZONE PLANNING CO.,(Status of important concurrent positions)LTD.
June 2019
Executive Officer of theOutside Director, Audit and Supervisory
Company
Committee Member of Chofu Seisakusho Co.,
July 2019
Representative Director of YM
Ltd.
Career Inc.

Years ofservice as a
Director:
4 years
Number ofshares of theCompany
owned:
30,400sharesNumber ofpotentiallyowned sharesof theCompany:
34,598shares[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
the Group, and as the Company has judged that he will continue to appropriately execute the duties of Director of
the Company, he has been selected as a candidate for the position of Director.

7

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.
June 2019
Managing Executive Officer,
June 2022
President and Director of The
General Manager of the
Yamaguchi Bank, Ltd. (present
Corporate Banking Businessposition)Group, and General Manager of(Status of important concurrent positions)
the Regional Business
Development Group of the
President and Director of The Yamaguchi Bank,
Company
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:
2 years and 6
monthsNumber ofshares of theCompany
owned:
33,500sharesNumber ofpotentiallyowned sharesof theCompany:
15,011 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.

8

3

Hirofumi Hiranaka

Male,
Date of birth:
November 3, 1967

(New
appointment)

Brief personal history, position, and principal duty in the Company, and important concurrent
positions
April 1991
Joined The Yamaguchi Bank, Ltd. January 2019 General Manager, Ogori
July 2010
General Manager, Chofu East
Branch of The Yamaguchi
Branch of the said bankBank, Ltd.
November 2011 General Manager, Shingu Branch June 2020
Executive Officer and Branchof The Kitakyushu Bank, Ltd.
Manager of the Fukuoka
July 2013
General Manager, Kurume
Branch of The Kitakyushu
Branch of the said bankBank, Ltd.
September 2014 General Manager, Customer
August 2021
Executive Officer of theCommunication Department ofCompany
The Yamaguchi Bank, Ltd.
October 2021
Executive Officer and General
January 2016 General Manager, Corporate
Manager of the Corporate
Administration Department ofPlanning Administration
the Company
Group and Human Resource
January 2017 General Manager, Business& General Affair
Strategy Planning Department of
Administration Group of thethe Company
Company
May 2017
General Manager, Corporate
April 2022
Managing Executive Officer
Business Strategy Planning
and General Manager of the
Department of the Company
Financial Business Group ofJune 2017
Executive Officer and General
the Company
Manager of the Corporate
June 2023
Director and Senior Managing
Banking Business Group of the
Executive Officer of Momiji
Company
Bank, Ltd.
June 2018
Executive Officer and General
April 2024
Director and President of theManager of the Retail Banking
said bank (present position)
Business Group of the Company(Status of important concurrent positions)
Director and President of Momiji Bank, Ltd.
(Representative Director)

Years ofservice as a
Director:−
Number ofshares of theCompany
owned:
3,200
sharesNumber ofpotentiallyowned sharesof theCompany:
15,357 shares[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 appropriately execute theduties of Director of the Company. In addition, the Company has determined that the focused monitoring of thebusiness execution of the said bank by the Board of Directors of the Company, with the appointment of Mr. Hiranaka
thereto, would constitute an appropriate governance system for the Group. Accordingly, he has been selected as a
candidate for the position of Director.

9

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
Director and President of The
Ltd.
Kitakyushu Bank, Ltd.
October 2008
General Manager, Moji Branch(present position)of the said bankJune 2020
Retired as the Managing
July 2011
Deputy General Manager,
Director of the Company
Corporate Planning Department June 2022
Appointed as Director of theof the said bankCompany (present position)
October 2011
General Manager, Corporate
May 2023
External Auditor &Administration Department, The
Supervisory Board Member ofKitakyushu Bank, Ltd.
Izutsuya Co., Ltd. (present
October 2011
Deputy General Manager,
position)
Corporate Administration(Status of important concurrent positions)
Department of the Company
June 2016
Director of the Company
Director and President of The Kitakyushu
June 2018
Senior Managing Director of The Bank, Ltd. (Representative Director)
Kitakyushu Bank, Ltd.
External Auditor & Supervisory Board Member
June 2019
Managing Director of theof Izutsuya Co., Ltd.
Company[Reasons for selection as a Director candidate]Years ofservice as a
Director:
2 years
Number ofshares of theCompany
owned:
13,900sharesNumber ofpotentiallyowned sharesof theCompany:
43,400 shares

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 an appropriate governance system for the Group. Accordingly, he
has been selected as a candidate for the position of Director.

10

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
Representative Director (present
position)
position)
June 2020
Outside Director of the(currently News2u Holdings
Company (present position)
Corporation)(Status of important concurrent positions)January 2014 Director of TSUNEISHIHOLDINGS CORPORATION
Representative Director, Chairman, andJune 2017
Representative Director,
President of The Japan Times, Ltd.
Chairman of The Japan Times,
Representative Director of News2u Holdings
Ltd.
Corporation
January 2020 President of JINSEKI KOGEN
President of JINSEKI KOGEN GAKUENGAKUEN INSTITUTION
INSTITUTION(present position)

Years ofservice as a
Director:
4 years
Number ofshares of theCompany
owned:−
Number ofpotentiallyowned sharesof theCompany:
1,785 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 of online business development, evidenced by matters such as her establishment of an internet-related
business, and is actively working to increase the brand value of her hometown, the Setouchi area. 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 the corporate governance of theGroup by providing pertinent recommendations on the Company’s current initiatives to increase the value ofregional communities, and thus requests her election as a Director.

11

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
Outside Director of The
Officer of the said company
Yamaguchi Bank, Ltd.
June 2010
Director & Chairman of the Board June 2021
Outside Director of the Company
of Ube Machinery Corporation,(present position)
Ltd.
April 2013
Assistant to President, and Group (Status of important concurrent positions)
CCO of Ube Industries, Ltd.
Chairman of the Board of Directors & Director
June 2013
Representative Director of theof UBE Corporation
said company

Years ofservice as a
Director:
3 years
Number ofshares of theCompany
owned:
3,800 shares
Number ofpotentiallyowned sharesof theCompany:
153 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.

12

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.
May 2020
Executive Officer, Corporate
March 2007
Joined Microsoft Corporation of
Solution Business Group Lead
U.S.
June 2021
Outside Director of theSeptember 2009 General Manager of Corporate
Company (present position)
Planning Department ofJanuary 2022 Managing Executive Officer,
Microsoft Japan Co., Ltd.
Corporate Solution BusinessAugust 2012
Regional Account Director ofGroup Lead, and Digital Sales
the said company
Business Group Lead ofSeptember 2014 Windows & Device Business
Microsoft Japan Co., Ltd.
Group Lead of the saidJanuary 2024 Managing Executive Officer,
companyEnterprise Service Business
January 2016
Senior Director, Windows &Lead of the said company
Device Business Group Lead of(present position)
the said company(Status of important concurrent positions)(subsequently, Microsoft365
Business Group Lead, due toManaging Executive Officer, Enterprise Service
Group reorganization)
Business Group Lead, Microsoft Japan Co., Ltd.
September 2019 Senior Director, Corporate
Cloud Sales Management
Group Lead of the said
company

Years ofservice as a
Director:
3 years
Number ofshares of theCompany
owned:−
Number ofpotentiallyowned sharesof theCompany:
205 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 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.

13

8

Takehiko Ogi

Male,
Date of birth:
August 8, 1961

(Reappointment)(Outside)(Independent)

Brief personal history, position, and principal duty in the Company, and important concurrent
positions
April 1984
Joined the Ministry of
April 2016
Senior Advisor, Financial
International Trade andServices Agency
Industry (currently the Ministry August 2018
Director, Ministry of Economy,of Economy, Trade and Industry)
Trade and Industry
June 1999
Director, Culture Convenience
October 2020
Professor, Department ofClub Co., Ltd.
Industrial Management,
June 2002
Representative Director andFaculty of Economics, Kyushu
Managing Director, Culture
University (present position)
Convenience Club Co., Ltd.
December 2020 Outside Director, Japan
July 2004
Managing Director, Industrial
Platform of Industrial
Revitalization Corporation ofTransformation, Inc. (presentJapanposition)
November 2004 President and Representative
June 2023
Outside Director of the
Executive Officer (seconded),Company (present position)
Kanebo Ltd.
June 2023
Outside Director, ICMG Co.,
April 2007
President and Representative
Ltd. (present position)
Director, Maruzen Co., Ltd.
(Status of important concurrent positions)(currently Maruzen CHI
Holdings Co., Ltd.)
June 2013
Outside Director, Seibu Holdings Professor, Department of Industrial
Inc.
Management, Faculty of Economics, Kyushu
June 2015
Outside Director, Misumi Group
University
Inc.
Outside Director, Japan Platform of Industrial
August 2015
President and Representative
Transformation, Inc.
Director, Japan Human
Outside Director, ICMG Co., Ltd.
Resource Network
March 2016
Graduated from the doctoral
program in Economics,
Graduate School of Economics,
University of Tokyo (PhD in
Economics)

Years ofservice as a
Director:
1 yearNumber ofshares of theCompany
owned:−
Number ofpotentiallyowned sharesof theCompany:
2,408 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. He has served as Representative Director of Kanebo Ltd., Maruzen CHI Holdings Co., Ltd., andJapan 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 andcorporate 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
the maintenance and improvement of corporate governance, his strength, as well as support for the banks in theGroup using his knowledge of corporate revitalization, and thus requests his election as a Director.
[Independence of the candidate]With respect to transactional relationships, etc., between Japan Platform of Industrial Transformation, Inc. and
ICMG Co., Ltd. where Mr. Takehiko Ogi serves as an Outside Director, and the Group, as the net sales of each of thesaid companies resulting from transactions with the Group account for less than 1 % of the consolidated net sales ofeach of the said companies, and the income of the Group resulting from transactions with each of the said companies
and their group companies account for less than 1 % of the consolidated ordinary income of the Company, there is noeffect on his independence.

14

(Notes)
1. The number of potentially-owned shares of the Company refers to the number of shares owned in the Company’s
officer stock ownership association and the points granted under the stock-based remuneration plan, as ofMarch 31, 2024, and is presented as a reference for the number of shares to be issued in the future.
2. The Group has 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 has business transactions with Microsoft Japan Co., Ltd., where Ms. Tomoko Mikami serves as
Managing Executive Officer, including purchases of its products and comprehensive alliance regarding thepromotion of regional digital transformation (DX).
The Group has equity transactions with Japan Platform of Industrial Transformation, Inc. where Mr. TakehikoOgi serves as Outside Director, and business transactions involving employee training with ICMG Co., Ltd.
where he also serves as Outside Director.
No special interests exist between the Company and the other candidates.
3. The Company has registered Ms. Minako Suematsu, Mr. Yuzuru Yamamoto, Ms. Tomoko Mikami, and Mr.
Takehiko Ogi as independent Directors at the TSE , as provided for in the rules of the TSE. If they are elected at
the Meeting, it is planned that they will remain in office as independent Directors.
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,Ms. Tomoko Mikami, and Mr. Takehiko Ogi, and if their election is approved at the Meeting, the Company plans
to continue the said agreement limiting liability with them.
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 2024, during the terms of office of each of the candidates.

15

Proposal 2: Election of One (1) Director Who is an Audit and Supervisory Committee Member
The term of office of Mr. Susumu Fukuda, Director who is an Audit and Supervisory Committee
Member, will expire at the conclusion of the Meeting. Accordingly, the Company proposes that one(1) Director who is an Audit and Supervisory Committee Member be elected. This proposal 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 Director who is an Audit and Supervisory Committee Member is asfollows:

16

Takeki Kaneko

Male,Date of birth:
June 12, 1965

(New
appointment)

Years ofservice as a
Director:−

Brief personal history, position, and principal duty in the Company, and important concurrent
positions
April 1989
Joined The Yamaguchi Bank,
April 2021
Executive Officer of the
Number ofLtd.
Company
shares of the
March 2013
General Manager, ImabariJune 2021
Executive Officer and GeneralCompany
Branch of the said bank
Manager of the Regional
June 2015
General Manager,
Co-creation Unit of theowned:
Shinshimonoseki EkimaeCompany
6,200 shares
Branch of the said bank
April 2022
Executive Officer and General
October 2016
General Manager, Regional
Manager of the Compliance &Development Department of the
Risk Administration Group of
Number ofsaid bankthe Company
potentiallyMay 2017
General Manager, Risk
April 2024
Member of the Audit andowned shares
Administration Department ofSupervisory Committee of thethe Company
Company (present position)of theJune 2018
General Manager, Compliance
Company:
Administration Department of
7,940 shares
the Company[Reasons for selection as the candidate for the position of Outside Director who serves as an Audit and Supervisory
Committee Member]
He has experience serving as Executive Officer and General Manager of the Risk Administration Group and otherdivisions of the Company and General Manager of Group bank branches. He possesses the knowledge and experience
required to carry out sound and appropriate operation of the Group, and as the Company has determined that he canappropriately execute the duties of an Audit and Supervisory Committee Member, he has been selected as thecandidate for the position of Director who is an Audit and Supervisory Committee Member.

17

(Notes)
1. The number of potentially-owned shares of the Company refers to the number of shares owned in the Company’s
officer stock ownership association and the points granted under the stock-based remuneration plan, as ofMarch 31, 2024, and is presented as a reference for the number of shares to be issued in the future.
2.

No special interests exist between the Company and the candidate.

3.

The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act insuring all its Directors. If the candidate is elected as Director at the
Meeting, he will be insured under the insurance contract. The insurance contract covers damages incurred by
Directors arising from liability for damages assumed when executing their duties. The Company plans to renew
the insurance contract in July 2024, during the term of office of the candidate.

18

Corporate Governance System after the Meeting Held on June 27, 2024 (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 the 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.
Classification

Expected Priority Areas of Expertise

Name

Keisuke
Mukunashi

Narumasa
Soga

Internal Directors
Hirofumi
Mitsuru Kato
Hiranaka

Takeki Kaneko

Position

President,
Representative
Director

Director

Director

Director

Director, Audit
andSupervisory
Committee
Member(Full-time)

Corporate
Governance

〇

〇

〇

〇

〇

Corporate
Strategy〇

Business
Strategy/Regional
Revitalization

〇

〇

〇

〇

〇

〇

〇

MarketInvestment〇

Human Resource
Development

DX / Systems

Compliance/Risk
Management〇

19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

Sustainability
Regional
Economy/Administration

Outside Directors
TomokoTakehiko Ogi
Mikami

〇

〇

〇

〇

〇

〇

〇

〇

〇

Internal: 0Outside: 3

Kenko
ShikichiDirector,
Audit andSupervisory
Committee
Member(Independent)〇〇

Macroeconomics〇

FinanceDX

Outside: 3

Composition ofCompensation
Committee

YumikoNagasawa
Director,
Audit andSupervisory
Director
Director
Director
Director
Committee(Independent) (Independent) (Independent) (Independent)
Member(Independent)〇

YuzuruYamamoto

Internal: 0

〇

〇

〇

Corporate Legal
Affairs〇

20

Policy on Election of Directors
The 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 that 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 31, 2025, as in the fiscal years ended
March 31, 2023, and March 31, 2024, has gone through a process that secured objectivity andtransparency, 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 the majority and determined by the Board of
Directors of the Company, from the perspective of increasing the corporate value of the Group as awhole.
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.

21Strengthen support for corporate rehabilitation and business succession withequity, 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

Business Strategy /Regional
Revitalization

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 document22