These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals,
the originals shall prevail. The Company assumes no responsibility for this translation or for
direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 7189)
June 5, 2023
To Shareholders with Voting Rights:
Hideyuki Murakami
President
Nishi-Nippon Financial Holdings, Inc.
1-1, Hakata-ekimae 3-chome, Hakata-ku,
Fukuoka, JapanNOTICE OF CONVOCATION OF
THE 7TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 7th Annual General Meeting of Shareholders of NishiNippon Financial Holdings, Inc. (the “Company,” with its subsidiaries, the “Group”) will be held
for the purposes described below.
In convening this general meeting of shareholders, the Company has taken measures forproviding information in electronic format (the “measures for electronic provision”) and has
posted matters subject to the measures for electronic provision as Shareholders Meeting 2023 on
the website shown below.
The Company’s website
https://www.nnfh.co.jp/english.html

In addition to the website shown above, the Company has also posted the information on thewebsite of Tokyo Stock Exchange (TSE). To view the information, please access the TSE
website (Listed Company Search), input “Nishi-Nippon Financial Holdings” in the “Issue name(company name)” field, or input our securities code “7189” in the “Code” field, and click“Search,” and then click “Basic information” and select “Documents for public inspection/PR
information.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you do not attend the meeting in person, you may exercise your voting rights in wiring or
via the Internet, etc. Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by Wednesday, June 28, 2023 at 5:00 p.m. JST.

1/15

1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. JST(Reception begins: 9:00 a.m. JST)

2. Place:

Meeting Room on the third floor, Annex of Head Office of THE
NISHI-NIPPON CITY BANK, LTD.,
3-6, Hakata-ekimae 1-chome, Hakata-ku, Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for
the Company’s 7th Fiscal Year (from April 1, 2022 toMarch 31, 2023) and the results of the audits of theConsolidated Financial Statements by the Independent
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s
7th Fiscal Year (from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 5 Directors (excluding those who are Audit andSupervisory Committee members)
Proposal No. 3: Election of 2 Directors who are Audit and Supervisory
Committee members

2/15

Instructions for Exercise of Voting Rights
If exercising your voting rights in advance
Exercise of Voting Rights by Mail (in Writing)Exercise deadline: Arrival by Wednesday, June 28, 2023 at 5:00 p.m. JST
Voting rights may be exercised by mail. Please review the “Reference Documents for
the General Meeting of Shareholders” posted as the matters subject to the measures forelectronic provision, indicate your vote for or against the proposals on the Voting Rights
Exercise Form, and return it. If neither approval nor disapproval of a proposal isindicated on the Voting Rights Exercise Form, it shall be deemed a vote of approval forthe proposal.
Exercise of Voting Rights via the Internet, etc.
Exercise deadline: By Wednesday, June 28, 2023 at 5:00 p.m. JST
Voting website: https://www.e-sokai.jp (available in Japanese only)
Please access the voting website on the Internet, follow the instructions on the voting
website, and indicate your vote for or against the proposals.
If you vote both in writing and via the Internet, only your vote placed via the Internet will be valid.
Additionally, if you submit your vote multiple times via the Internet, only the last vote will be valid.

If attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders:
Thursday, June 29, 2023 at 10:00 a.m. JST(The reception is scheduled to begin at 9:00 a.m. JST)
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the
day of the meeting for identification.
For resource-saving, please bring your own copy of this notice of convocation.
End
⚫

⚫

Of the matters subject to the measures for electronic provision, “the Systems to Secure theAppropriateness of Operations” of the Business Report, the “Consolidated Statement of Changes in Net
Assets” of the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, “Nonconsolidated Statement of Changes in Net Assets” of the Non-consolidated Financial Statements and theNotes to the Non-consolidated Financial Statements are not included in the physical documents sent toshareholders requesting such documents, in accordance with laws and regulations as well as Article 17 of
the Articles of Incorporation of the Company. Accordingly, such documents include only part of theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements
which have been audited by the Independent Auditor and the Audit and Supervisory Committee during
the course of preparation of the Independent Auditor’s Report and the Audit Report, respectively.
If any amendments are made to the matters subject to the measures for electronic provision, such
amendments will be posted on the respective websites where the matters are posted.
3/15

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
Concerning the appropriation of surplus, the Company’s basic policy is to strengthen its financial
standing via appropriate enrichment of internal reserves and to conduct stable and continuous dividends.
In the medium term, with an annual dividend of 25 yen per share as a base, the Company aims to provide
returns to shareholders equivalent to approximately 30% of the net income attributable to shareholders of
the Company, and in consideration of factors such as contemporary economic trends, financial conditions,and business results forecasts, determines the returns for each fiscal year.
Based on the above policy, the Company proposes the year-end dividend for the 7th fiscal year as
follows:
Matters concerning year-end dividend
1. Kind of dividend property
Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amountthereof27.50 yen per share of common stock
The total amount of dividends 3,895,015,218 yen
Furthermore, as 17.50 yen were paid per share as an interim dividend during this fiscal period,
the annual dividend will amount to 45 yen per share.
3. Effective date of the distribution of surplus
June 30, 2023

4/15

Proposal No. 2: Election of 5 Directors (excluding those who are Audit and Supervisory Committee
members)
The terms of office of all of the 5 Directors (excluding those who are Audit and Supervisory Committee
members) will expire at the conclusion of this Annual General Meeting of Shareholders. It is proposedthat 5 Directors (excluding those who are Audit and Supervisory Committee members) be elected.
The Audit and Supervisory Committee has stated that the Committee has no objection to this proposal.
The candidates are as follows:(Reference) List of the candidates
Current position andresponsibility at the Company
Chairman (Representative
Director)

No.

Name

1

Isao Kubota

Reappointment

2

Hiromichi Tanigawa

Reappointment

Deputy Chairman(Representative Director)

6 years and9 months

3

Hideyuki Murakami

Reappointment

President (Representative
Director)

6 years and9 months

4

Hiroyuki Irie

New appointment

Executive Officer

Reappointment

Director
In charge of the Compliance& Risk Management Division
and Deputy in charge of the
Corporate Planning Division

5

Takashige Honda

5/15

Term of office
6 years and9 months—

2 yearsNo.

Name(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1966
Jun. 1995

Isao Kubota(Dec. 6, 1942)[Reappointment]

1

Joined the Ministry of FinanceDirector General of the Customs and Tariff
Bureau, the Ministry of FinanceJul. 1997
Deputy Vice Minister of Director-General’s
Secretariat, the National Land Agency
Jul. 1999
Administrative Vice-Minister, the National
Land Agency
Sep. 2000
Vice-president, Urban Development
Corporation
Jul. 2002
Chairman, Lone Star Japan Acquisitions, LLC
May 2006
Joined THE NISHI-NIPPON CITY BANK,
LTD. (the “Bank”)
Advisor, the Bank
Jun. 2006
President (Representative Director), the Bank
Jun. 2014
Chairman (Representative Director), the Bank
Oct. 2016
Chairman (Representative Director), theCompany (current position)
Jun. 2021
Director, the Bank (current position)(Significant concurrent positions)
Director, THE NISHI-NIPPON CITY BANK, LTD.

Number of shares of
the Company held

2,000 shares[Reasons for nomination as a candidate for director]
Since taking office as president in 2006 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr. Isao
Kubota has contributed to the performance improvement of the bank by exercising strong leadership, as well as
overcoming various issues in connection with the merger, paying off public funds and adopting core-banking systemshared by regional banks.
Additionally, he was appointed chairman of the Company in October 2016. The Company nominates him as a
candidate for director as he has been judged to be a person who can contribute to the Company’s management fromhis experience, capability, personality and knowledge as a top-level executive.

6/15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1976
Jun. 2005

Hiromichi
Tanigawa(Jul. 17, 1953)[Reappointment]

2

Joined the Ministry of FinanceDirector-General of Yokohama Customs, theMinistry of FinanceJul. 2008
Deputy Director-General of Minister’s
Secretariat, the Ministry of FinanceOct. 2008
Managing Director, Japan Finance Corporation
May 2011
Joined THE NISHI-NIPPON CITY BANK,
LTD. (the “Bank”)
Advisor, the Bank
Jun. 2011
Executive Director, the Bank
Jun. 2012
Representative Executive Director(Representative Director), the BankMay 2013
Representative Executive Director(Representative Director)
Head of Kitakyushu &Yamaguchi Region, theBank
Jun. 2013
Deputy President (Representative Director)
Head of Kitakyushu &Yamaguchi Region, theBank
Jun. 2014
President (Representative Director), the Bank
Oct. 2016
President (Representative Director), theCompany
Jun. 2021
Deputy Chairman (Representative Director),
the Company (current position)
Jun. 2021
Chairman (Representative Director), the Bank
(current position)(Significant concurrent positions)
Chairman (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Chairman of The Fukuoka Chamber of Commerce and Industry

Number of shares of
the Company held

25,600 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2011 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Hiromichi Tanigawa has been in charge of the bank’s core operations, such as the Internal Audit Division, theCorporate Risk Management & Compliance Division, the Corporate Planning Division and Head of Kitakyushu &Yamaguchi Region. Since taking office as president of the bank in June 2014, he has been at the forefront of leading
initiatives toward improving business results of the bank.
Additionally, he was appointed president of the Company in October 2016 and deputy chairman of the Company inJune 2021. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge as a top-level
executive.

7/15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1983

Hideyuki
Murakami(Mar. 14, 1961)[Reappointment]

3

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
May 2007General Manager of Hakataeki Higashi
Branch, the BankMay 2008
General Manager of the Human Resources
Division and the Human Resource
Development Office, the Bank
Jun. 2010
Executive Officer
General Manager of the Human Resources
Division and the Human Resource
Development Office, the BankMay 2012
Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2012
Senior Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2014
Managing Director, the Bank
Oct. 2016
Director, the Company
Jun. 2018
Executive Director, the Bank
Jun. 2021
President (Representative Director), theCompany (current position)
Jun. 2021
President (Representative Director), the Bank
(current position)(Significant concurrent positions)
President (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Director, DAIICHI KOUTSU SANGYO Co., Ltd.
Vice Chairman of Fukuoka Association of Corporate Executives

Number of shares of
the Company held

8,200 shares[Reasons for nomination as a candidate for director]
Mr. Hideyuki Murakami served as General Manager of Hakataeki Higashi Branch, General Manager of the Human
Resources Division and General Manager of the Corporate Planning Division at THE NISHI-NIPPON CITY BANK,
LTD., a bank of the Group. Since taking office as director in 2014 at the bank, he has been in charge of the bank’s
core operations, such as the Head of Tokyo Headquarters, the Internal Audit Division, the Corporate Planning
Division, the Corporate Risk Management & Compliance Division, the Corporate Risk Management Division, theCompliance Risk Supervisory Division, the Treasury & Portfolio Investment Division, the Treasury & Securities
Transaction Division and the International Business Division. Since taking office as president of the bank in June
2021, he has been at the forefront of leading initiatives toward improving business results of the bank.
Additionally, he was appointed director of the Company in October 2016 and president of the Company in June
2021. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge as a top-level
executive.

8/15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1981

Hiroyuki Irie
(Nov. 11, 1957)[New appointment]

4

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
Jun. 2008
Executive Officer
General Manager of the Business Planning
Division, the Bank
Oct. 2009
Executive Officer
Deputy Head of Fukuoka Regional
Headquarters, General Manager of Head
Office, and General Manager of Fukuoka
Branch, the Bank
Jun. 2010
Director, the Bank
Jun. 2011
Managing Director, the Bank
Jun. 2015
Executive Director, the Bank
Oct. 2016
Director, the Company
Jun. 2019
Executive Officer, the Company (current
position)
Jun. 2020
Deputy President (Representative Director),
the Bank
Apr. 2023
Deputy President (Representative Director)
In charge of the business divisions andRegional Headquarters Management, the Bank
(current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.

Number of shares of
the Company held

8,500 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2010 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Hiroyuki Irie has been in charge of the business divisions, the Regional Relationship Management Headquarters, andthe Corporate Business Solution Division, and is familiar with business operations in general.
Additionally, he was appointed director of the Company in October 2016 and executive officer of the Company in2019. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge.

9/15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1988

Takashige Honda(Dec. 23, 1965)[Reappointment]

5

Joined NISHI-NIPPON BANK (currently,
THE NISHI-NIPPON CITY BANK, LTD.)(the “Bank”)
Jun. 2016
Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Oct. 2016
General Manager of the Corporate Planning
Division, the Company
Jun. 2018
Senior Executive Officer
General Manager of the Corporate Planning
Division, the Bank
Jun. 2020
Executive Officer, the Company
Jun. 2020
Managing Director, the Bank
Jun. 2021
Director
In charge of the Compliance & Risk
Management Division, Deputy in charge of the
Corporate Planning Division, the Company(current position)
Jun. 2021
Managing Director
Head of Tokyo Headquarters
In charge of the Corporate Planning Division,
the Treasury & Portfolio Investment Division,
the Treasury & Securities Transaction
Division, the Compliance & Risk Management
Division, and the Corporate Administration
Division, the Bank (current position)(Significant concurrent positions)Managing Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit and Supervisory Committee member, Showa ManufacturingCo., Ltd.

Number of shares of
the Company held

2,431 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2020 at THE NISHI-NIPPON CITY BANK, LTD., a bank of the Group, Mr.
Takashige Honda has been in charge of the Corporate Planning Division, the Treasury & Portfolio Investment
Division, the Treasury & Securities Transaction Division, the Compliance & Risk Management Division, and the
Corporate Administration Division, and has accumulated experience in business operations.
Additionally, after serving as General Manager of the Corporate Planning Division from October 2016, he wasappointed executive officer in 2020 and director in 2021 at the Company. The Company nominates him as a
candidate for director as he has been judged to be a person who can contribute to the Company’s management fromhis experience, capability, personality and knowledge.

(Notes) 1.
2.
3.

There is no special interest between each candidate for director and the Company.
Mr. Hiroyuki Irie is a new director candidate.
The Company has entered into a directors and officers liability insurance contract with an insurancecompany under which all of the directors, corporate auditors, and executive officers of the Company and its
subsidiaries are the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said
insurance contract covers compensation for damages (damages under laws and litigation costs) incurred by
the insured due to a claim for damages filed for an act (or omission) of the insured in his or her duties. The
Company bears the entire amount of the premium for the insurance contract. Meanwhile, as a measure toensure that the insured should not be demotivated to appropriately execute his or her duties, the insurance
contract does not cover compensation for damages arising from an event where the insured has unlawfullyreceived personal benefit or advantage, or arising from a criminal act of the insured or any act etc.
performed by the insured while he or she is aware that such act etc. constitutes a violation of laws andregulations. If the appointment of each candidate as director is approved, they will be the insured parties
covered by the said insurance contract and the Company intends to renew the contract during their terms ofoffice.

10/15

Proposal No. 3: Election of 2 Directors who are Audit and Supervisory Committee members
Of the 4 Directors who are Audit and Supervisory Committee members, the terms of office of Mr. Toshio
Sakemi and Mr. Chiharu Kubo will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 2 Directors who are Audit and Supervisory Committee
members is proposed.
This proposal has been approved by the Audit and Supervisory Committee.
The candidates are as follows:
No.

Name

1

Toshio Sakemi

2Chiharu Kubo

Reappointment
OutsideIndependent Director
Reappointment
OutsideIndependent Director

Current position at the Company

Term of officeDirector, Audit and Supervisory
Committee member

4 years

Director, Audit and Supervisory
Committee member

2 years

11/15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1975

Toshio Sakemi(Feb. 27, 1953)[Reappointment]
Outside1
Independent Director

Joined Saibu Gas Co., Ltd. (currently,
SAIBU GAS HOLDINGS CO., LTD.)
Jun. 2008
Executive Officer
Head of the Living Energy Division, Energy
Management Headquarters, Saibu Gas Co.,Ltd.
Apr. 2009
President and Representative Director,
MARUTAI Co., LTD. (resigned in April
2011)
Apr. 2011
Associate Senior Executive Officer, Saibu
Gas Co., Ltd. (currently, SAIBU GASHOLDINGS CO., LTD.)
Jun. 2011
Director, Associate Senior Executive Officer,
Saibu Gas Co., Ltd.
Apr. 2013
President (Representative Director) and Chief
Executive Officer, Saibu Gas Co., Ltd.
Jun. 2017
Corporate Auditor, KYUDENKOCORPORATION (resigned in June 2019)
Apr. 2019
Chairman (Representative Director), Saibu
Gas Co., Ltd. (currently, SAIBU GASHOLDINGS CO., LTD.) (current position)
Jun. 2019
Corporate Auditor, HIROSHIMA GAS Co.,
Ltd. (current position)
Jun. 2019
Director, Audit and Supervisory Committee
member, the Company (current position)
Mar. 2021
Director, THE TORIGOE CO., LTD.
(current position)(Significant concurrent positions)
Chairman (Representative Director), SAIBU GAS HOLDINGS CO.,LTD.
Corporate Auditor, HIROSHIMA GAS Co., Ltd.
Director, THE TORIGOE CO., LTD.

Number of shares of
the Company held

– shares[Reasons for nomination as a candidate for outside director who is an Audit and Supervisory Committee member andexpected roles]
Mr. Toshio Sakemi has considerable experience and extensive knowledge as a corporate manager. The Company
nominates him as a candidate for outside director who is an Audit and Supervisory Committee member in the
expectation that he will contribute to strengthening the supervisory function.

12/15

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)
May 1973

Chiharu Kubo
(Mar. 9, 1948)[Reappointment]
Outside2

Independent Director

Joined Department of Psychosomatic
Medicine, School of Medicine, Kyushu
University
Feb. 1993
Professor of Medical Sciences, School of
Medicine, Kyushu University
Apr. 2008
Director, Kyushu University Hospital
Apr. 2014
Vice President, International University of
Health and Welfare (resigned in September
2014)
Oct. 2014
President, Kyushu University (resigned in
September 2020)
Oct. 2020
Professor, Nakamura Gakuen University
Nov. 2020
President, Nakamura Gakuen University(current position)
Jun. 2021
Director, Audit and Supervisory
Committee member, the Company(current position)(Significant concurrent positions)
President, Nakamura Gakuen University
Chairman and President, KYUSHU CITIZENS’ COLLEGE
Chairman, Japanese Society of Psychosomatic Internal Medicine

Number of shares of
the Company held

– shares[Reasons for nomination as a candidate for outside director who is an Audit and Supervisory Committee member andexpected roles]
Mr. Chiharu Kubo has expertise as a doctor and a university professor as well as considerable experience andcomprehensive knowledge as a university manager such as Director of Kyushu University Hospital and President of
Kyushu University. The Company nominates him as a candidate for outside director who is an Audit andSupervisory Committee member in the expectation that he will contribute to strengthening the supervisory function.

13/15

(Notes)

1.

There are banking transactions between Mr. Toshio Sakemi and Mr. Chiharu Kubo and the Group.
However, they are ordinary banking transactions, and there is no special interest between these candidates
and the Group.
2. There are ordinary banking transactions between the Group and SAIBU GAS HOLDINGS CO., LTD. and
HIROSHIMA GAS Co. Ltd., of which Mr. Toshio Sakemi, a candidate for director who is an Audit andSupervisory Committee member, serves as officer. However, concerning each of the 2 companies, the sales
from transactions with the Group accounts for less than 1% of the total sales, and the gross operating profit
gained from transactions with each of the 2 companies also accounts for less than 1% of the total grossoperating profit of the Company on a consolidated basis. There are no transactions between THE TORIGOE
CO., LTD. and the Group.
3. There are ordinary banking transactions between Nakamura Gakuen University, of which Mr. Chiharu
Kubo, a candidate for director who is an Audit and Supervisory Committee member, serves as President andKyushu University, of which he served as President, and the Group. However, concerning each of the 2universities, the sales from transactions with the Group accounts for less than 1% of the total sales, and thegross operating profit from transactions with each of the 2 universities also accounts for less than 1% of thetotal gross operating profit of the Company on a consolidated basis.
4. Mr. Toshio Sakemi and Mr. Chiharu Kubo are candidates for outside directors who are Audit andSupervisory Committee members.
5. Some employees of KYUDENKO CORPORATION, where Mr. Toshio Sakemi served as Outside
Corporate Auditor, were prosecuted and convicted in March and April 2019 in connection with theconstruction work of a night-soil treatment plant ordered by Chikujomachi, Fukuoka Prefecture in 2016.
Although Mr. Sakemi had not been aware of the incident beforehand, he had been giving recommendations
as necessary concerning the importance of compliance and thorough legal compliance on a regular basis.
After having become aware of the fact, he requested an investigation on the facts and offered opinions on
how to further enhance the compliance system of the corporate group as a whole and promote complianceactivities as well as to prevent a recurrence of such incident, thereby fully performing his duties.
6. Mr. Chiharu Kubo has not been directly involved in corporate management. Nevertheless, the Company
believes that he has the capabilities to appropriately execute duties as outside director who is an Audit andSupervisory Committee member, because he has expertise as a doctor and a university professor as well as
extensive experience and comprehensive knowledge as a university manager.
7. The term of office of Mr. Toshio Sakemi as outside director will have been four (4) years at the conclusionof this Annual General Meeting of Shareholders.
8. The term of office of Mr. Chiharu Kubo as outside director will have been two (2) years at the conclusion ofthis Annual General Meeting of Shareholders.
9. The Company has already entered into an agreement with Mr. Toshio Sakemi and Mr. Chiharu Kubo,
directors who are Audit and Supervisory Committee members, pursuant to Article 427, Paragraph 1 of theCompanies Act to limit their liabilities to the minimum liability amount stipulated in Article 425, Paragraph
1 of the Act when they are in good faith and without gross negligence in performing duties as non-executive
directors. In addition, if this proposal is approved as originally proposed, the Company plans to continue thesame agreement to limit liabilities with them.
10. The Company has entered into a directors and officers liability insurance contract with an insurancecompany under which all of the directors, corporate auditors, and executive officers of the Company and its
subsidiaries are the insured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said
insurance contract covers compensation for damages (damages under laws and litigation costs) incurred by
the insured due to a claim for damages filed for an act (or omission) of the insured in his or her duties. The
Company bears the entire amount of the premium for the insurance contract. Meanwhile, as a measure toensure that the insured should not be demotivated to appropriately execute his or her duties, the insurance
contract does not cover compensation for damages arising from an event where the insured has unlawfullyreceived personal benefit or advantage, or arising from a criminal act of the insured or any act etc.
performed by the insured while he or she is aware that such act etc. constitutes a violation of laws andregulations. If the appointment of each candidate as director is approved, they will be the insured parties
covered by the said insurance contract and the Company intends to renew the contract during their terms ofoffice.
11. Mr. Toshio Sakemi and Mr. Chiharu Kubo are outside directors as stipulated in Article 2, Item 15 of theCompanies Act. They have been registered as independent directors with the Tokyo Stock Exchange and the
Fukuoka Stock Exchange.

14/15

(Reference) Skills Matrix
If proposals Nos. 2 and 3 are approved as originally proposed, the skills matrix of directors will be as
follows:

Name

Position

Attribute

Corporate
management

Specialty
Financial
Finance andaffairs andeconomyaccounting

Legal affairs
and riskmanagement

Chairman(Representative Director)
Deputy Chairman(Representative Director)
President (Representative
Director)

●

●

●

●

●

●

●

●

●

●

●

●

Hiroyuki Irie

Director●●●

Takashige Honda

Director

●

●

●

●

●

●

●

●

●

●

●

●

Isao Kubota
Hiromichi Tanigawa
Hideyuki Murakami

Kiyotaka Tomoike

Toshio Sakemi

Chiharu Kubo

Sachiko Miyamoto(Notes)Director, Audit andSupervisory Committee
memberDirector, Audit andSupervisory Committee
memberDirector, Audit andSupervisory Committee
memberDirector, Audit andSupervisory Committee
memberOutsideIndependent
director
OutsideIndependent
director
OutsideIndependent
director●●

1. The name of Ms. Sachiko Miyamoto on the family register is Sachiko Miki.
2. The above areas of specialty do not represent all of the knowledge and experience that directors possess.

End

15/15