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 Japaneseoriginals, the originals shall prevail. The Company assumes no responsibility for thistranslation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 7189)
June 5, 2019
To Shareholders with Voting Rights:

Hiromichi Tanigawa
President
Nishi-Nippon Financial Holdings, Inc.
1-1, Hakata-ekimae 3-chome, Hakata-ku,
Fukuoka, JapanNOTICE OF CONVOCATION OF
THE 3RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 3rd Annual General Meeting of Shareholders of NishiNippon Financial Holdings, Inc. (the “Company,” with its subsidiaries, the “Group”). The
meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writingor via electromagnetic means (the Internet, etc.). Please review the Reference Documents
for the General Meeting of Shareholders attached to this document and exercise yourvoting rights by 5:00* p.m. on Wednesday, June 26, 2019.
*Japan Standard Time (JST)
1. Date and Time:Thursday, June 27, 2019 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. The Business Report and Consolidated Financial Statements
for the Company’s 3rd Fiscal Year (from April 1, 2018 toMarch 31, 2019) 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
3rd Fiscal Year (from April 1, 2018 to March 31, 2019)

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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 1 Director who is an Audit and Supervisory
Committee member

2/12Instructions for Exercise of Voting Rights:

If attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders:
Thursday, June 27, 2019 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.
If not attending the General Meeting of Shareholders
Exercise of Voting Rights by Mail (in Writing)Exercise deadline: Arrival by Wednesday, June 26, 2019 at 5:00 p.m. JST
Voting rights may be exercised by mail. Please review the “Reference Documents for
the General Meeting of Shareholders” , indicate your vote for or against the proposals on
the Voting Rights Exercise Form, and return it.
Exercise of Voting Rights via the Internet, etc.
Exercise deadline: By Wednesday, June 26, 2019 at 5:00 p.m. JST
Voting website: https://www.e-sokai.jp
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.
EndAmong the documents to be provided with this notice of convocation, “the Systems to
Secure the Appropriateness of Operations” of the Business Report, the “Consolidated
Statement of Changes in Net Assets” of the Consolidated Financial Statements, Notes to theConsolidated Financial Statements, “Non-consolidated Statement of Changes in Net Assets”
of the Non-consolidated Financial Statements and the Notes to the Non-consolidated
Financial Statements are posted on the Company’s website (http://www.nnfh.co.jp/) in
accordance with laws and regulations as well as Article 17 of the Articles of Incorporation of
the Company. Therefore, they are not included in the Attached Documents to this Notice ofConvocation of the Annual General Meeting of Shareholders.
Accordingly, the Attached Documents to this Notice of Convocation of the Annual General
Meeting of Shareholders include only part of the Consolidated Financial Statements and theNon-consolidated Financial Statements which have been audited by the Independent Auditor
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

and the Audit and Supervisory Committee during the course of preparation of the
Independent Auditor’s Report and the Audit Report, respectively.
Any correction to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements will be posted on the Company’s website (http://www.nnfh.co.jp/).

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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 dividends for the 3rd fiscal year as
follows:
Matters concerning year-end dividends
1. Kind of dividend property
Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amountthereof17.50 yen per share of common stock
The total amount dividends 2,664,745,860 yen
Furthermore, as 12.50 yen were paid per share as an interim dividend during this fiscal period,
annual dividends will amount to 30.00 yen per share.
3. Effective date of the distribution of surplus
June 28, 2019

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Proposal No. 2: Election of 5 Directors (excluding those who are Audit and Supervisory Committee
members)
The terms of office of all of the 8 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 the number of Directors be reduced by three to further streamline the management structure and 5
Directors (excluding those who are Audit and Supervisory Committee members) be elected.
The candidates are as follows:
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)
76 years old[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
(current position)
Oct. 2016
Chairman (Representative Director), theCompany(current position)(Significant concurrent positions)
Chairman (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Chairman of Fukuoka Association of Corporate Executives

Number of shares of theCompany 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.

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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)
65 years old[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
May 2014
Deputy President (Representative Director),
the Bank
Jun. 2014
President (Representative Director), the Bank
(current position)
Oct. 2016
President (Representative Director), theCompany (current position)(Significant concurrent positions)
President (Representative Director), THE NISHI-NIPPON CITY
BANK, LTD.
Vice Chairman of Fukuoka Association of Corporate Executives

Number of shares of theCompany held

12,300 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. 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.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1980

Souichi
Kawamoto(Sep. 19, 1957)
61 years old

3[Reappointment]

Joined Fukuoka SOGO Bank (Fukuoka City
Bank) (currently, THE NISHI-NIPPON CITY
BANK, LTD.) (the “Bank”)
Jun. 2008
Director
Deputy Head of Kita-Kyushu Regional
Headquarters
General Manager of Kita-Kyushu Head Office
General Manager of Kokura Branch, the BankMay 2010
Director
Head of Kita-Kyushu General Headquarters,
the Bank
Jun. 2010
Managing Director
Head of Kita-Kyushu General Headquarters,
the Bank
Jun. 2011
Managing Director
Head of Kita-Kyushu General Headquarters,
the Bank
Jun. 2012
Executive Director
Head of Kita-Kyushu General Headquarters,
the Bank
May 2014
Executive Director
Head of Kitakyushu &Yamaguchi Region, theBank
Jun. 2014
Deputy President (Representative Director)
Head of Kitakyushu &Yamaguchi Region, theBankOct. 2014
Deputy President (Representative Director)
Head of Kitakyushu &Yamaguchi Region
Regional Headquarters Management, the Bank
Oct. 2016
Director, the Company
Apr. 2018
Director,
In charge of the Internal Audit Division,
the Group Strategy Planning Division,
the Company (current position)
Jun. 2018
Deputy President (Representative Director),
THE NISHI-NIPPON CITY BANK, LTD.
Head of Kitakyushu &Yamaguchi Region
In charge of Regional Headquarters, the IT
Strategy Division, the Operations Planning &Management Division, the Internal Audit
Division, the Bank (current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Director, DAIICHI KOUTSU SANGYO Co., Ltd.
Director serving as Audit and Supervisory Committee member, OHISHISANGYO CO., LTD.

Number of shares of theCompany held

1,260 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2008 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Souichi Kawamoto has served as Head of Kitakyushu & Yamaguchi Region and has been in charge of the sales
divisions, and he has accumulated experience in business operations.
Additionally, he was appointed director 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.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1978

Kiyota Takata(Jan. 5, 1954)
65 years old[Reappointment]

4

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
Jun. 2007
Director
General Manager of Executive Secretariat, theBank
May 2009
Director, the Bank
Jun. 2010
Managing Director, the Bank
Jun. 2011
Managing Director, the Bank
Jun. 2012
Executive Director, the Bank
Jun. 2016
Deputy President (Representative Director)
In charge of the Public Relations Division, theExecutive Secretariat, the Human Resources
Division, and the Corporate Administration
Division, the Bank (current position)
Oct. 2016
Director,
In charge of the Corporate Planning Division,
the Company (current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Director, PIETRO Co., Ltd.

Number of shares of
the Company held

13,870 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2007 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr. Kiyota
Takata has been in charge of the Public Relations Division, the Executive Secretariat, the Human Resources
Division, the Internal Audit Division and the International Business Division, and has accumulated experience inbusiness operations.
Additionally, he was appointed director 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.

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No.

Name
(Date of birth)

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

Apr. 1983

Hideyuki
Murakami(Mar. 14, 1961)
58 years old

5[Reappointment]

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (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 BankMay 2014
Senior Executive Officer, the Bank
Jun. 2014
Managing Director, the BankMay 2016
Managing Director
Head of Tokyo Headquarters, the Bank
Oct. 2016
Director,
In charge of the Compliance & Risk
Management Division, Deputy in charge of the
Corporate Planning Division, the Company(current position)
Jun. 2018
Executive Director
Head of Tokyo Headquarters
In charge of the Corporate Planning Divisionand the Corporate Risk Management Division,
the Bank (current position)(Significant concurrent positions)Executive Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit and Supervisory Committee member, Showa Manufacturing Co.,
Ltd.

Number of shares of

3,000 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2014 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Hideyuki Murakami has been in charge of the corporate planning and management divisions, and has accumulated
experience in business operations.
Additionally, he was appointed director 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.

(Note)

There is no special interest between each candidate for director and the Company.

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Proposal No. 3: Election of 1 Director who is an Audit and Supervisory Committee member
Mr. Yuji Tanaka, a Director who is an Audit and Supervisory Committee member, will resign at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the new election of 1 Director
who is an Audit and Supervisory Committee member is proposed.
This proposal has been approved by Audit and Supervisory Committee.
The candidate is as follows:
Name(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1975
Jun. 2008

Toshio Sakemi(Feb. 27, 1953)
66 years old[New appointment]
OutsideIndependent Director

Joined SAIBUGAS Co., Ltd.
Executive Officer
General Manager of the Living Energy
Division, Energy Management Headquarters,
SAIBUGAS Co., Ltd.
Apr. 2009
Resigned from Executive Officer, SAIBUGAS
Co., Ltd.
Apr. 2009
President and Representative Director,
MARUTAI Co,. LTD.
Apr. 2011
Resigned from President and Representative
Director, MARUTAI Co., LTD.
Apr. 2011
Managing Executive Officer, SAIBUGAS Co.,
Ltd.
Jun. 2011
Director, Managing Executive Officer,
SAIBUGAS Co., Ltd.
Apr. 2013
President, Representative Director and Chief
Executive Officer, SAIBUGAS Co., Ltd.
Apr. 2019
Chairman (Representative Director), SAIBUGAS
Co., Ltd. (current position)(Significant concurrent positions)
Chairman (Representative Director), SAIBUGAS Co., Ltd.
Corporate Auditor, Kyudenko Corporation (scheduled to resign in lateJune 2019)
Corporate Auditor, Hiroshima Gas Co., Ltd. (expected to be appointed inJune 2019)

Number of shares of
the Company held

0 shares[Reasons for nomination as a candidate for director who is an Outside Audit and Supervisory Committee member]
Mr. Toshio Sakemi has considerable experience and extensive knowledge as a corporate manager. The Company
nominates him as a candidate for director who is an Outside Audit and Supervisory Committee member as he has
been judged to be qualified as Director from the perspective of strengthening the supervising function.

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(Notes) 1.

2.
3.
4.

5.

6.
7.

There are transactions such as ordinary banking transactions between SAIBUGAS Co., Ltd. and Kyudenko
Corporation, of which Mr. Toshio Sakemi, a candidate for director who is an Audit and Supervisory
Committee member, serves as officer, and the Group. Also, there are transactions such as ordinary banking
transactions between Hiroshima Gas Co. Ltd., of which Mr. Toshio Sakemi, a candidate for director who is
an Audit and Supervisory Committee member, is expected to be appointed as officer in June 2019, and theGroup. However, concerning each of the 3 companies, the sales from transactions with the Group accounts
for less than 1% of the total sales, and the gross operating profit of the Company gained from each of the 3companies also accounts for less than 1% of the total gross operating profit of the Company on aconsolidated basis.
There are banking transactions between Mr. Toshio Sakemi and the Group. However, they are ordinarybanking transactions and there is no special interest between the candidate and the Group.
Mr. Toshio Sakemi is a candidate for Outside Director who is an Audit and Supervisory Committee
member.
Some employees of Kyudenko Corporation, where Mr. Toshio Sakemi serves as Outside Corporate Auditor,
were prosecuted in March and April 2019 in connection with the construction 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 has requested an investigation on the facts and offered opinions
on how to further enhance the compliance system of the corporate group in its entirety and promote its
activities as well as to prevent a recurrence of such incident, thereby fully performing his duties.
If the appointment of Mr. Toshio Sakemi as Director who is an Audit and Supervisory Committee member
is approved, the Company will enter into an agreement with him pursuant to Article 427, Paragraph 1 of theCompanies Act to limit his liabilities to the minimum liability amount stipulated in Article 425, Paragraph 1of the Act when he is in good faith and without gross negligence in performing duties as non-executive
director.
If the appointment of Mr. Toshio Sakemi as Director who is an Audit and Supervisory Committee member
is approved, the Company intends to register him as an Independent Director with the Tokyo Stock
Exchange and the Fukuoka Stock Exchange.
Mr. Toshio Sakemi is a new director candidate.

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