This document has been translated from the Japanese-language original for reference purposes
only. While this English translation is believed to be generally accurate, it is subject to, andqualified by, in its entirety, the Japanese-language original. Such Japanese-language original
shall be the controlling document for all purposes.
[Translation](Stock Exchange Code 7327)
May 31, 2021

To Shareholders with Voting Rights:
Michiro Ueguri
President and Representative Director
Daishi Hokuetsu Financial Group, Inc.
2-14 Otedori 2-chome, Nagaoka, Niigata, JapanNOTICE OF CONVOCATION OF
THE 3RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 3rd Annual General Meeting of Shareholders of Daishi
Hokuetsu Financial Group, Inc. (the “Company”) will be held for the purposes described below.
In view of the unabated spread of novel coronavirus (COVID-19) infections, we have decided
to hold the meeting with appropriate preventative measures in place. We would appreciate yourunderstanding that, as last year, the number of seats available will be substantially reduced
accordingly. From the perspectives of preventing the spread of the infection and prioritizing thehealth and safety of our shareholders, we strongly request that you refrain from attending in personon the day of the meeting.
Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights in writing or via the Internet by 5:20 p.m. on Thursday, June 24, 2021,
Japan time.
The Company plans to subsequently provide a video record of this General Meeting of
Shareholders via its webpage (https://www.dhfg.co.jp/english/).

1. Date andTime:
2. Place:

Friday, June 25, 2021, at 10 a.m. Japan time
(The reception begins at 9 a.m.)
Daishi Hokuetsu Hall on the second floor of The Daishi Hokuetsu Bank, Ltd.’s head
office located at1071-1, Higashiborimae-dori, 7-bancho, Chuo-ku, Niigata, Japan(Please refer to the “Location of General Meeting of Shareholders” attached at theend of this document (Japanese version only).)1

3. Agenda:
Matters to be 1. The Business Report and the Consolidated Financial Statements for theCompany’s 3rd Fiscal Year (April 1, 2020-March 31, 2021) and results ofreported:

audits by the Accounting Auditor and the Audit & Supervisory Committee of
the Consolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 3rd Fiscal Year
(April 1, 2020-March 31, 2021)
Proposal
1: Partial Amendments to the Articles of Incorporation
Proposals tobe resolved: Proposal 2: Election of Eight (8) Directors Not Serving as Audit & Supervisory
Committee Members
Proposal 3: Election of One (1) Director Serving as Audit & Supervisory
Committee Member
Proposal 4: Amount and Contents of Stock Compensation, etc. for Directors Not
Serving as Audit & Supervisory Committee Members● For further details on measures to prevent the infection of COVID-19, please refer to the attached document “Requests

to Prevent Spread of COVID-19 Infection.” (The details will be posted on the Company’s website(https://www.dhfg.co.jp/english/).) Any changes to operations of the meeting will be updated on the website.
● On the day of the meeting, a video of the will be filmed from the rear of the venue for later broadcast. We request
your understanding in this matter.

2

4. Instructions for the Exercise of Voting Rights(1) Methods for the exercise of voting rights
You can exercise your voting rights by three methods: attending the meeting in person, mailing the Voting
Rights Exercise Form or via the Internet, etc.
(2) Handling of duplicate votes
If you have exercised your voting rights both by the Voting Rights Exercise Form and via the Internet, etc.,
the vote exercised via the Internet shall be deemed effective.
If you have exercised your voting rights more than once via the Internet, etc., only the last vote shall bedeemed effective.
(3) Handling of diverse exercise
If you wish to make a diverse exercise of your voting rights, please notify the Company in writing of yourintention of making a diverse exercise of your voting rights and the reasons thereof by three (3) days prior to theGeneral Meeting of Shareholders.
(4) Exercise of voting rights by proxyIf you are unable to attend the meeting, you may exercise your voting rights by proxy. Such proxy must be ashareholder of the Company who holds voting rights and will be required to submit a document certifying theauthority as proxy.
(5) Disclosure via the Internet
Among the documents to be attached to this notice of convocation, the information listed in 1) to 3) below isdisclosed on our website (https://www.dhfg.co.jp/) and not included in the attached documents, pursuant to therelevant laws and regulations and the provision of Article 15 of the Company’s Articles of Incorporation.
1) “Notes concerning Share Options, etc.,” “Corporate Structure to Ensure Appropriate Business
Operations,” “Matters concerning Specified Wholly-Owned Subsidiaries,” and “Matters concerning
Dealings with Parent Company, etc.,” in the Business Report2) Consolidated Statement of Shareholders’ Equity and Notes to the Consolidated Financial Statements
3) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial
Statements
The Business Report and the Non-consolidated and Consolidated Financial Statements that were audited by the
Audit & Supervisory Committee include the above 1) to 3) provided on our website, as well as those attached tothis notice of convocation. The Non-consolidated and Consolidated Financial Statements that were audited by the
Accounting Auditors include the above 2) and 3) provided on our website, as well as those attached to this noticeof convocation.
End● Should any amendments be made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements, they will be posted on the Company’s website(https://www.dhfg.co.jp/).
● Matters disclosed via the Internet are available in a printed version (Japanese only). If you wish to receive the documents by mail, pleasecall the head office at 025-224-7111.
These documents are also available at the reception desk on the day of the meeting, so please let us know if you need the documents.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reason for the amendment
The head office of the Company has been at the address of the head office of The Hokuetsu Bank, Ltd.
in Nagaoka City, Niigata Prefecture since the time of the Company’s establishment. However, pursuant
to the merger of The Daishi Bank, Ltd. and the former The Hokuetsu Bank, Ltd. in January this year, thehead office functions of the Company and its subsidiary bank have been consolidated in Niigata City,
Niigata. The Company therefore proposes to amend the head office address set forth in Article 3 of the
Articles of Incorporation to Niigata City, Niigata Prefecture.
2. Details of the amendment
Details of the amendment are as follows.
This amendment to the Articles of Incorporation will take effect at the conclusion of this General
Meeting of Shareholders.
(The amended portion is underlined)
After Amendment

Current Articles of Incorporation
Chapter 1: General Provisions

Chapter 1: General Provisions(Location of Head Office)
Article 3. The Company’s head office shall belocated in Nagaoka City, Niigata Prefecture.

(Location of Head Office)
Article 3. The Company’s head office shall belocated in Niigata City, Niigata Prefecture.

4

Proposal 2: Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members
The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit &Supervisory Committee Members; hereinafter the same applies within this proposal) will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to electeight (8) Directors.
The Company has established the Nomination and Remuneration Committee to ensure the opportunity toreceive appropriate involvement and advice from Outside Directors on important matters such as the election
and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is anadvisory body to the Board of Directors composed of seven (7) members: four (4) Outside Directors and three(3) Representative Directors). The appointment of the candidates for Director was decided based on the
deliberations and findings of this Committee.
Although this proposal was discussed by the Audit & Supervisory Committee, there were no special
matters to note.
The candidates for Director are as follows:
No.

Name

Current position in the Company
Chairman and Representative
Director
President and Representative
Director
Representative Director andSenior Managing Director

Attendance at Meetingsof the Board of
Directors

1

Fujio Namiki

Renomination

2

Michiro Ueguri

Renomination

3

Kazuyoshi
Hirokawa

Renomination

4

Makoto Takahashi

Renomination

Director

12/12 (100%)

5Ken Shibata

Renomination

Director

12/12 (100%)

6

Takayoshi Tanaka

New nomination

7

Toshiyuki Maki

New nomination

8

Masami Watanabe

New nomination

General Manager, Regional
Revitalization Division-

12/12 (100%)
12/12 (100%)
12/12 (100%)-

Note： Candidates No. 6 to 8 are all Senior Managing Executive Officers of Daishi Hokuetsu Bank, Ltd.

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1975
August 1998
February 2000
February 2002
June 2004
June 2005
June 2006
April 2007
April 2008

June 2009

July 20091

Fujio Namiki(June 20, 1951)
Renomination

June 2010
June 2011

June 2012
October 2018
February 2019
January 2021

April 2021

Joined The Daishi Bank, Ltd.
General Manager, Kashiwazaki Minami Office
General Manager, Business Development
Division
General Manager, Tsubame Office
General Manager, Sanjo Office and General
Manager, Sanjo Minami OfficeDirector, General Manager, Sanjo OfficeDirector stationed in Joestsu/General Manager,
Takada OfficeDirector and Executive Officer stationed in
Joetsu/General Manager, Takada Office
Managing Director, General Manager incharge of Business Promotion Division/Retail
Business Division/Financial Service
Division/Customer Consulting Office
Managing Director in charge of Business
Promotion Division/Retail Business
Division/Financial Service Division/Customer
Consulting Office
Managing Director in charge of Business
Promotion Division/Retail Business
Division/Financial Service Division
Managing Director in charge of Credit
Supervision Division/Loan Examination
Division/Loan Administration Division
Senior Managing Director in charge ofPlanning Coordination Division/Credit
Supervision Division/Loan Examination
Division/Loan Administration Division/Tokyo
Representative Office
President, Chairman of Board of Directors incharge of Supervision/Secretariat
President and Representative Director,
Chairman of Board of Directors, Supervision,
the Company
President, Chairman of Board of Directors incharge of Supervision/Secretariat/Audit andInspection Division, The Daishi Bank, Ltd.
President, Chairman of Board of Directors incharge of Supervision/Secretariat/Audit andInspection Division, Daishi Hokuetsu Bank,
Ltd.
Chairman and Representative Director in
charge of Supervision/Audit and Inspection
Division, the Company (current position)
Director in charge of Supervision/Audit andInspection Division, Daishi Hokuetsu Bank,
Ltd. (current position)

6

Number ofshares oftheCompany
held

8,000

[Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank,Ltd.) in June 2005, Mr. Fujio Namiki has supervised the divisions of business promotion,
credit/loans, and management planning, thereby accumulating considerable experience and broad
knowledge. Having assumed the office of the bank’s Representative Director in June 2011, President
in June 2012, the Company’s President and Representative Director since its establishment in
October 2018, and the Company’s Chairman and Representative Director since April 2021, he has
adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director in
the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent positions]
Director, Daishi Hokuetsu Bank, Ltd.
Outside Director, HOKURIKU GAS CO., LTD.
Outside Director, Broadcasting System of Niigata Inc.
* Mr. Fujio Namiki plans to retire as Director of Daishi Hokuetsu Bank, Ltd. on June 17, 2021.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1986
April 2008
June 2009
June 2012
June 2015
June 2016
April 2017
June 2017
June 2018
October 2018

Michiro Ueguri(December 24,
1962)
Renomination
2

June 2019

June 2020

January 2021

April 2021

Joined The Daishi Bank, Ltd.
General Manager, Kashiwazaki Minami
OfficeActing General Manager, Planning
Coordination Division
General Manager, Planning Coordination
Division
General Manager, Tokyo Office, and Chief
Representative, Tokyo Representative Office
Executive Officer, General Manager, Tokyo
Office, and Chief Representative, Tokyo
Representative Office
Executive Officer and General Manager,
Group Strategy Planning Division
Director, Executive Officer and General
Manager, Group Strategy Planning Division
Managing Director in charge of Planning
Coordination Division/Tokyo Representative
OfficeDirector in charge of Corporate Planning
Division, the Company
Managing Director in charge of Planning
Coordination Division/Tokyo Representative
Office/General Affairs Division/Human
Resources Division, The Daishi Bank, Ltd.
Director in charge of Systems Administration
Management Division and Business Planning
Division, the Company
Managing Director, General Manager,
Operation Headquarters, in charge of
Administration Management Division/System
Planning Division/Operation Centralization
Division/Operation Support Division, The
Daishi Bank, Ltd.
Director in charge of Business Planning
Division, the Company
Managing Director, General Manager,
Business Headquarters, Daishi Hokuetsu
Bank, Ltd.
President and Representative Director,
Chairman of Board of Directors, Supervision,
the Company (current position)
President and Director, Chairman of Board of
Directors in charge of Supervision/Secretariat
Division, Daishi Hokuetsu Bank, Ltd. (current
position)

Number ofshares oftheCompany
held

2,400

[Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank,Ltd.) in June 2017, Mr. Michiro Ueguri has supervised the divisions of management planning,
general affairs, human resources, administration and sales, thereby accumulating considerable
experience and broad knowledge. He has served as Director of the Company since its establishment
in October 2018, and was appointed President and Representative Director of the Company andPresident and Director of Daishi Hokuetsu Bank, Ltd. in April 2021. He has adequately fulfilled his

8duties and responsibilities, and he has therefore been nominated as Director in the judgment that hewill continue to be able to contribute to the management of our Group.
[Significant concurrent positions]
President and Director (Representative Director), Daishi Hokuetsu Bank, Ltd.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
July 2008
July 2010
June 2012
June 2015
June 2017

Kazuyoshi
Hirokawa(August 19,
1961)
Renomination

3

June 2018
October 2018
April 2019

January 2021
April 2021

Joined The Hokuetsu Bank, Ltd.
Deputy General Manager, Human Resources
Division
General Manager, Miyauchi Branch
General Manager, Operation Supervision
Division
Director and General Manager, General
Planning Division
Senior Managing Director in charge of General
Planning Division/Human Resources
Division/Secretarial Office/Tokyo Office,Supervision of affiliated companies
Senior Managing Director in charge of Human
Resources Division/Secretarial Office/Tokyo
OfficeDirector in charge of Personnel Planning
Division, the Company
Senior Managing Director in charge of Risk
Control Division/Human Resources
Division/Secretarial Office/Tokyo Office, The
Hokuetsu Bank, Ltd.
Senior Managing Director in charge of Human
Resources Division, Daishi Hokuetsu Bank,
Ltd.
Representative Director and Senior Managing
Director in charge of Personnel Planning
Division/ Risk Management Division, theCompany (current position)
Senior Managing Director in charge of Human
Resources Division/Risk Supervision Division,
Daishi Hokuetsu Bank, Ltd. (current position)

Number ofshares oftheCompany
held

4,200

[Reason for nomination as Director]
Mr. Kazuyoshi Hirokawa assumed the office of Director of The Hokuetsu Bank, Ltd. (currently
Daishi Hokuetsu Bank, Ltd.) in June 2015 and has supervised the divisions of business planning,
human resources and risk management, thereby accumulating considerable experience and broad
knowledge. Having assumed the office of the bank’s Representative Director in June 2017, theCompany’s Director since its establishment in October 2018, Senior Managing Director of Daishi
Hokuetsu Bank, Ltd. since January 2021, and the Company’s Representative Director and Senior
Managing Director since April 2021, he has appropriately fulfilled his duties and responsibilities.
He has therefore been nominated as Director in the judgment that he will continue to be able tocontribute to the management of our Group.
[Significant concurrent positions]
Senior Managing Director, Daishi Hokuetsu Bank, Ltd.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
July 2008
July 2009
June 2011
July 2012
June 2013
June 2015
June 2017
June 2018
October 2018

MakotoTakahashi(February 23,
1962)

April 2019

January 2021

Renomination
4

April 2021

Joined The Hokuetsu Bank, Ltd.
Senior Manager, General Planning Division
General Manager, Gosen Branch
Deputy General Manager and Business
Promotion Manager, Business Supervision
Division
Senior Manager, Loan Division
General Manager, Loan Division
General Manager, Business Supervision
Division
Director, General Manager, General Planning
DivisionManaging Director, General Manager, General
Planning Division, Supervision of affiliates
Director in charge of Consolidation Promotion
Division, the Company
Managing Director in charge of General
Planning Division/Consolidation Promotion
Division, Supervision of affiliates, The
Hokuetsu Bank, Ltd.
Director in charge of Consolidation Promotion
Division/Systems Operation Administration
Division, the Company
Managing Director, General Manager,
Operation Headquarters, in charge ofOperation Administration Division /System
Planning Division/Operation Centralization
Division/Operation Support Division, Daishi
Hokuetsu Bank, Ltd.
Director in charge of Regional Revitalization
Division /Systems Operation Administration
Division, the Company (current position)
Managing Director, General Manager,
Operation Headquarters, in charge of
Administration Management Division/System
Planning Division/Operation Centralization
Division/Operation Support Division/Business
Headquarters, Daishi Hokuetsu Bank, Ltd.
(current position)

Number ofshares oftheCompany
held

3,150

[Reason for nomination as Director]
Since he assumed the office of Director of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu
Bank, Ltd.) in June 2017, Mr. Makoto Takahashi has supervised the divisions of management
planning and consolidation promotion, thereby accumulating considerable experience and broad
knowledge. Since the establishment of the Company in October 2018, he has served as Director, andas Managing Director of Daishi Hokuetsu Bank, Ltd. since January 2021, and has adequately fulfilled
his duties and responsibilities. He has therefore been nominated as Director in the judgment that hewill continue to be able to contribute to the management of our Group.
[Significant concurrent positions]Managing Director, Daishi Hokuetsu Bank, Ltd.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1989
February 2011
June 2012
June 2015
June 2018
October 2018
June 2020

Ken Shibata(January 19,
1967)
Renomination

January 2021

5

April 2021

Joined The Daishi Bank, Ltd.
General Manager, Tsubame Minami OfficeActing General Manager, Planning
Coordination Division
General Manager, Planning Coordination
Division
Director and Executive Officer, General
Manager, Planning Coordination Division
General Manager, Business Planning
Division, the Company
Director, General Manager, Corporate
Planning Division, in charge of Risk
Management Division, the Company
Managing Director, General Manager,
Planning Coordination Division, in chargeof Tokyo Representative Office/Risk
Control Division, The Daishi Bank, Ltd.
Director in charge of Corporate Planning
Division/Risk Management Division, theCompany
Managing Director in charge of Planning
Coordination Division/Tokyo
Representative Office/Risk Supervision
Division, Daishi Hokuetsu Bank, Ltd.
Director in charge of Corporate Planning
Division/Group Strategy Promotion
Division, the Company (current position)
Managing Director in charge of Planning
Coordination Division/Tokyo
Representative Office, Daishi Hokuetsu
Bank, Ltd. (current position)

Number ofshares of theCompany
held

1,800

[Reason for nomination as Director]
Mr. Ken Shibata assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu
Bank, Ltd.) in June 2018, supervising corporate Planning and risk management, thereby accumulating
considerable experience and broad knowledge. He has served as Director of the Company andManaging Director of the bank since June 2020. He has adequately fulfilled his duties andresponsibilities, and he has therefore been nominated as Director in the judgment that he will be able
to contribute to the management of our Group.
[Significant concurrent positions]Managing Director, Daishi Hokuetsu Bank, Ltd.

12

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1987
February 2009
February 2011
June 2013
June 2015
June 2017

Takayoshi
Tanaka(June 15, 1963)

October 2018
June 2019

New nomination
June 2020
6
January 2021

Joined The Daishi Bank, Ltd.
General Manager, Nagaoka Shiyakushomae
OfficeGeneral Manager, Gosen Office
General Manager, Tokamachi Office
General Manager, Human Resources
Division
Executive Officer, General Manager, Human
Resources Division
General Manager in charge of Personnel
Planning Division, the Company
Director and Executive Officer, General
Manager, Human Resources Division, The
Daishi Bank, Ltd.
Managing Director, General Manager, Head
Office Business Division, and Manager,
Niigata Airport Sub-office, in charge of
Personnel Division, The Daishi Bank, Ltd.
Senior Managing Executive Officer, General
Manager, Head Office Business Division andManager, Niigata Airport Sub-office, Daishi
Hokuetsu Bank, Ltd. (current position)

Number ofshares of theCompany
held

4,626

[Reason for nomination as Director]
Mr. Takayoshi Tanaka served as General Manager of the Personnel Division of The Daishi Bank,
Ltd. (currently Daishi Hokuetsu Bank, Ltd.) from June 2015, and assumed the office of Director in
June 2019. He served as Managing Director and General Manager of the Head Office Business
Division from June 2020, and has served as Senior Managing Executive Officer and General
Manager of the Head Office Business Division of Daishi Hokuetsu Bank, Ltd. since January 2021.
He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as
Director in the judgment that he will be able to contribute to the management of our Group.
[Significant concurrent positions]
Senior Managing Executive Officer, General Manager, Head Office Business Division and Manager,
Niigata Airport Sub-office, Daishi Hokuetsu Bank, Ltd.

13

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1990
April 2013
June 2014
June 2015
June 2017
June 2018

Toshiyuki Maki
(December 19,
1966)
New nomination

October 2018
June 2019
June 2019
June 2020

7
January 2021

April 2021

Joined The Daishi Bank, Ltd.
Deputy General Manager, Corporate Sales
Support Division
Deputy General Manager, Loan Examination
Division
General Manager, Kameda Office
General Manager, Sanjo Office and General
Manager, Sanjo Higashi Office
Executive Officer and General Manager,
Consulting Promotion Division
General Manager, Business Planning Division,
the Company
Director, Executive Officer and General
Manager, Consulting Promotion Division, The
Daishi Bank, Ltd.
Director, Executive Officer and General
Manager, Business Headquarters
Managing Director, General Manager,
Business and Regional Revitalization
Headquarters
Senior Managing Executive Officer andGeneral Manager, Business and Regional
Revitalization Headquarters, Daishi Hokuetsu
Bank, Ltd. (current position)
General Manager, Regional Revitalization
Division, the Company (current position)

Number ofshares oftheCompany
held

800[Reason for nomination as Director]
Mr. Toshiyuki Maki served as Executive Officer and General Manager of the Consulting Promotion
Division of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) from June 2018, andassumed the office of Director in June 2019. He served as Managing Director and General Managerof the Business and Regional Revitalization Headquarters from June 2020, and has served as Senior
Managing Executive Officer and General Manager of the Business and Regional Revitalization
Headquarters of Daishi Hokuetsu Bank, Ltd. since January 2021. He has adequately fulfilled his duties
and responsibilities, and he has therefore been nominated as Director in the judgment that he will beable to contribute to the management of our Group.
[Significant concurrent positions]
Senior Managing Executive Officer and General Manager, Business and Regional Revitalization
Headquarters, Daishi Hokuetsu Bank, Ltd.

14

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1983
June 2006
June 2008
December 2009

Masami
Watanabe(January 23,
1961)
New nomination
8

April 2010
June 2012
April 2014
April 2017
June 2017
June 2019
January 2021
April 2021

Joined The Hokuetsu Bank, Ltd.
General Manager, Assessment Management
Office, Audit and Inspection Division
General Manager, Shirone Branch
Loan Examination Supervisor, No. 2 Loan
Division
Deputy General Manager, No. 2 Loan
Division
General Manager, Naoetsu Branch
General Manager, No. 2 Loan Division
General Manager, Loan Division
Director and General Manager, Niigata BranchManaging Director in charge of Loan
Division/Market and Capital Division
Senior Managing Executive Officer in chargeof the Jochuetsu region, Daishi Hokuetsu
Bank, Ltd.
Senior Managing Executive Officer andGeneral Manager, Nagaoka Head OfficeBusiness Division (current position)

Number ofshares oftheCompany
held

912[Reason for nomination as Director]
Mr. Masami Watanabe assumed the office of Director of The Hokuetsu Bank, Ltd. (currently Daishi
Hokuetsu Bank, Ltd.) in June 2017 and supervised the loan and securities management divisions as
Managing Director from June 2019. He has served as Senior Managing Executive Officer of Daishi
Hokuetsu Bank, Ltd. since January 2021, and has appropriately fulfilled his duties and responsibilities.
He has therefore been nominated as Director in the judgment that he will continue to be able tocontribute to the management of our Group.
[Significant concurrent positions]
Senior Managing Executive Officer and General Manager, Nagaoka Head Office Business Division,
Daishi Hokuetsu Bank, Ltd.
Notes:
1. There is no special interest between each candidate for Director and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurancecompany to cover legal damages and litigation expenses in the event that a claim for damages is madeagainst the insured parties.
Directors of the Company, Directors and Executive Officers of the Company’s subsidiary bank are theinsured parties under the insurance contract. The insurance premiums are fully paid by the Company andits subsidiary bank, in proportion to their respective number of insured parties. If this proposal isapproved and passed without alteration, then all candidates for the position of Director will be insured
under the contract.
The Company intends to renew the directors and officers liability insurance contract under the sameterms when it comes due for renewal.

15

Proposal 3: Election of One (1) Director Serving as Audit & Supervisory Committee Member
The Company proposes to elect one (1) Director serving as Audit & Supervisory Committee Member, inorder to further strengthen the corporate governance structure, with the aim of further improving thetransparence, soundness and diversity of the Board of Directors, and enhancing the Company’s medium- andlong-term corporate value.
The Company has established the Nomination and Remuneration Committee to ensure the opportunity toreceive appropriate involvement and advice from Outside Directors on important matters such as the election
and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is anadvisory body to the Board of Directors composed of seven (7) members: four (4) Outside Directors and three(3) Representative Directors). The appointment of the candidates for Director was decided based on the
deliberations and findings of this Committee.
This proposal has been approved by the Audit & Supervisory Committee.
If Proposal 2 “Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members”
and this proposal are both approved and passed without alteration, then there will be five (5) independent
directors based on the regulations of the Tokyo Stock Exchange Inc., and more than one third of theCompany’s directors will be independent directors.
The candidate for Director serving as Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions and responsibilities
April 1971
April 2005

Number ofshares of theCompany held

Joined the Niigata Prefectural Government Office
General Manager, General Affairs Division, Niigata
Prefecture
April 2008
Deputy Governor, Niigata Prefecture
Kunio Mori
(March 26, 1949)
April 2016
Director, Niigata Industrial Creation Organization0
June 2018
Deputy Representative Director, The Economic
New nomination
Research Institute for Northeast Asia (current
position)
June 2020
Outside Director, Bourbon Corporation (current
position)[Reason for nomination as Outside Director and summary of expected roles]
Mr. Kunio Mori possesses extensive knowledge and advanced insight from his work in regional administration,
including serving as Deputy Governor of Niigata Prefecture for eight (8) years from April 2008. He has been
nominated as Outside Director be because he can be expected to utilize this experience and insight to provide usefulsuggestions and advice to fulfill the Company’s management philosophy of continuing to contribute to regionalsociety. He is also judged to be capable of contributing to the enhancement of the effectiveness of our Group’s auditing
function as well as decision-making and supervisory functions of its Board of Directors.
For this reason, although he has never been directly involved in corporate management other than as an outside officer,
Mr. Kunio Mori has been judged capable of adequately fulfilling his duties as Outside Director for the reasons above.
[Significant concurrent positions]
Outside Director, Bourbon Corporation[Independence]
Mr. Kunio Mori served in the Niigata prefectural government, which has normal transactions with Group companies,
but he retired in 2016. He also has normal banking transactions with Group companies, but satisfies the “independence
criteria” (please refer to <Reference> on Page 18) prescribed by the Company.

16

Notes:1. There is no special interest between Mr. Kunio Mori and the Company.
2. Mr. Kunio Mori is a candidate for Outside Director.
3. The Company intends to enter into a limited liability agreement pursuant to Article 423, Paragraph 1of the Companies Act with Mr. Kunio Mori. The maximum amount of liability in accordance withsaid agreement shall be the minimum amount of liability stipulated in Article 425, Paragraph 1 ofsaid Act.
4. The Company has concluded a directors and officers liability insurance contract with an insurancecompany to cover legal damages and litigation expenses in the event that a claim for damages is madeagainst the insured parties.
Directors of the Company, Directors and Executive Officers of the Company’s subsidiary bank are
the insured parties under the insurance contract. The insurance premiums are fully paid by theCompany and its subsidiary bank, in proportion to their respective number of insured parties. If this
proposal is approved and passed without alteration, then Mr. Kunio Mori will be insured under thecontract.
The Company intends to renew the directors and officers liability insurance contract under the sameterms when it comes due for renewal.
5. If this proposal is accepted and passed unaltered, then the Company will designate Mr. Kunio Mori
as an independent director based on the criteria established by the Tokyo Stock Exchange Inc., andregister him with the said exchange.
End

17

<Reference>
In addition to fulfilling the independence criteria established by the Tokyo Stock Exchange Inc. on theappointment of outside directors, the candidates must also satisfy the following “independence criteria.”<Independence Criteria>
As a general rule, candidates for outside directors must not currently or recently*1 qualify in any of thefollowing requirements listed below.
(1) Major*2 customers of the Group or the executive officer of such customers;(2) Business operators whose major*2 customer is the Group, or the executive officer of such business
operators;(3) Those who are either consultants, financial experts or legal experts who receive large monetarysums*3 or other assets from the Group other than a director’s compensation (where the entity inreceipt of such assets are legal entities or any other associations, those who are affiliated to such
entities are also included);(4) Those who are in receipt of large sums*3 of donations from the Group or is the executive officer ofsuch entities;(5) Major shareholder*4 of the Group or executive officer of such shareholders; and(6) Relatives*6 of the following (excluding those who are considered to be not important*5)・ Those who qualify under (1) to (5) above;・ A director of the Group who is not an executive officer or an executive officer of a
subsidiary.
Definitions:*1 “recent” means a situation that can substantially mean current where, for instance, it would
apply in the event of approving the resolutions at the Annual General Meeting of Shareholders
where a new outside director was appointed.
*2 “major” means recording more than 1% of the consolidated net proceeds (in the case of theGroup, consolidated gross profits) of the most recent fiscal year.
*3 “large sums” means more than 10 million yen per year for the average of the previous three
years.
*4 “major shareholders” means a shareholding equity of more than 10%.
*5 “those who are considered to be not important” means those who do not hold positions as
directors or general managers of a company, and for individuals whose affiliations are withaccounting or law firms, those individuals who are not qualified as accountants or lawyers.
*6 “relatives” mean an individual’s spouse and relatives within a second degree of kinship.

18

<Reference>・ The fields in which the internal candidates for Director have experience, and the fields in which Outside
Directors (including candidates) are particularly expected to contribute, are shown below.
Fields in which the internal candidates for Director have experience(as a corporate officer or general manager)
Management
Risk
HR
Corporate
MarketSales
strategy
management management
audit
operations
Directors not serving as Audit & Supervisory Committee Members
Fujio Namiki●●●●[Renomination]
Michiro Ueguri●●●[Renomination]
Kazuyoshi Hirokawa●●●[Renomination]
Makoto Takahashi●●●[Renomination]
Ken Shibata●●●[Renomination]
Takayoshi Tanaka●[New Nomination]
Toshiyuki Maki●
[New Nomination]
Masami Watanabe●●[New Nomination]
Directors serving as Audit & Supervisory Committee Members
Name

Yutaka Kimura

Systemadministration

●
●
●

●

Koichi Masuda[Outside]
Hiroshi Fukuhara[Outside]
Toshizo Oda[Outside]Kazuaki Matsumoto[Outside]
Kunio Mori
[New Nomination][Outside]
Fields in which the Company’s Outside Directors (including candidates)
are particularly expected to contribute
Corporate
Management
Finance andRegional
Legal affairs
management
theoryaccounting
administration
Directors serving as Audit & Supervisory Committee Members
Name

Yutaka Kimura
Koichi Masuda[Outside]
Hiroshi Fukuhara[Outside]
Toshizo Oda[Outside]Kazuaki Matsumoto[Outside]
Kunio Mori
[New Nomination][Outside]

●
●
●
●
●

Notes:

1. [Outside] indicates an Outside Director who fulfills the independence criteria established by the
Tokyo Stock Exchange Inc.
2. The table above does not represent all of the expertise possessed by the Company’s Outside Directors.
3. Mr. Yutaka Kimura, Mr. Koichi Masuda, Mr. Hiroshi Fukuhara, Mr. Toshizo Oda and Mr. Kazuaki
Matsumoto are incumbent Directors serving as Audit & Supervisory Committee Members

19

Proposal 4: Amount and Contents of Stock Compensation, etc. for Directors Not Serving as Audit &Supervisory Committee Members[Overview of the Share-option Based Compensation Plan]
The share-option based compensation plan is a system whereby a trust established throughmonetary contributions by the Company and its consolidated subsidiary, Daishi Hokuetsu Bank,
Ltd., acquires shares of the Company, and delivers (hereinafter “delivery, etc.”) shares of theCompany and cash equivalent to the realizable disposal value of shares of the Company (hereinafter“the Company’s shares, etc.”) to Directors of the Company (excluding Directors serving as Audit& Supervisory Committee Members, Outside Directors and Directors who do not reside in Japan),and Directors (excluding Directors serving as Audit & Supervisory Committee Members, Outside
Directors and Directors who do not reside in Japan) and Executive Officers (excluding those who
do not reside in Japan) of the Company’s consolidated subsidiary, Daishi Hokuetsu Bank, Ltd., at
the time of their retirement. (Details are presented in 2. below.)
1. Reasons for the proposal and justification for the proposed compensation
Remuneration for Directors of the Company (excluding Audit & Supervisory Committee Members andOutside Directors) is currently composed of “fixed remuneration,” “bonuses” and “share-option based
compensation.” The Company proposes to introduce a new stock compensation plan (hereinafter the“Plan”) in place of the existing share-option based compensation plan. Under the Plan, shares of theCompany’s stock will be delivered to the Company’s Directors (excluding Directors serving as Audit &Supervisory Committee Members, Outside Directors and Directors who do not reside in Japan; the same
applies throughout this proposal), and Directors (excluding Directors serving as Audit & Supervisory
Committee Members, Outside Directors and Directors who do not reside in Japan; the same applies
throughout this proposal) and Executive Officers (excluding those who do not reside in Japan) of theCompany’s consolidated subsidiary, Daishi Hokuetsu Bank, Ltd. (hereinafter referred to as the “Eligible
Subsidiary,” and together with the Company as the “Eligible Companies;” hereinafter the said Directors
and Executive Officers of the Eligible Subsidiary are referred to as “Directors, etc. of the Eligible
Subsidiary,” and, together with Directors of the Company are referred to as “Eligible Directors, etc.”).
The Company considers the introduction of the Plan appropriate in view of its purpose, which is tofurther clarify the link between compensation for Eligible Directors, etc. and the Company’s share price,
to function as a healthy incentive for Eligible Directors to practice the Group’s management philosophy,
achieve the goals of the medium-term management plan, and thus strive for sustainable growth, based onJapan's Corporate Governance Code, for which revisions are planned in June this year, and the revisions
to the Companies Act enforced in March this year.
Under this proposal, the Company proposes to pay stock compensation to Eligible Directors, etc.,
separate from the compensation limit (up to 300 million yen per annum) for Directors not serving as Audit& Supervisory Committee Members, approved by the 1st Annual General Meeting of Shareholders heldon June 25, 2019.
Subject to the approval and passing of this proposal, the compensation limit (up to 130 million yen per
fiscal year; no more than 6,500 units of share acquisition rights, corresponding to 65,000 shares of theCompany’s common stock) pertaining to the system of share-option based compensation approved by the
1st Annual General Meeting of Shareholders held on June 25, 2019 shall be abolished, and no further grantof share acquisition rights as share-option based compensation shall be made. Moreover, any Eligible
Director, etc. eligible for the Plan who holds previously granted and unexercised share acquisition rights
granted as share-option based compensation shall be deemed to have relinquished these rights, subject tothe approval and passing of this proposal unaltered, and the commencement of operation of the Plan. As aprovisional measure for the transition from share-option based compensation, the Company shall award
points under the Plan corresponding to the number shares for which unexercised share acquisition rights
have been relinquished in this way.
However, an Eligible Director, etc. who no longer serves as either a Director (not serving as an Audit &Supervisory Committee Member) or an Executive Officer of an Eligible Company after the conclusion ofthis General Meeting of Shareholders may exercise any share acquisition rights already granted as share20

option based compensation during a period of ten (10) days commencing from the day following day on
which he or she retired.
This proposal has been decided after deliberation and recommendations by the Nomination andRemuneration Committee. This proposal was also considered by the Audit & Supervisory Committee, andno particular issues were identified.
If Proposal 2 “Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members”
is approved and passed without alteration, then the Company will have eight (8) Directors not serving as
Audit & Supervisory Committee Members eligible under the plan.

21

2. Amount and details of compensation, etc. under the Plan
(1) Overview of the Plan

1) Persons eligible for thedelivery, etc. of theCompany's shares, etc. under
this proposal

・ Directors not serving as Audit & Supervisory
Committee Members (excluding Outside Directors andDirectors who do not reside in Japan) of the Company
・ Directors not serving as Audit & Supervisory
Committee Members (excluding Outside Directors andDirectors who do not reside in Japan) and Executive
Officers (excluding Executive Officers who do notreside in Japan) of Daishi Hokuetsu Bank, Ltd.

・A total of 975 million yen over the eligible period of
three fiscal years(Including 390 million yen for the Company)
2) Maximum amount of money to・However,an amount not exceeding 540 million yen
be contributed by the Eligible(including 16 million yen for the Company) shall beCompanies
contributed to fund the acquisition of shares of the(As in (2) below)
Company corresponding to points awarded to Eligible
Directors, etc., as a provisional measure for the transition
from share-option based compensation

3) Maximum number of theCompany's shares, etc. to beacquired by Eligible
Directors, etc.
(As in (3) below)

・The maximum total number of points to be awarded to
Eligible Directors, etc. each fiscal year shall be 230,000
points (including a maximum of 90,000 points for
Directors of the Company not serving as Audit &Supervisory Committee Members)
・ However, a maximum of 156,900 points shall beawarded in the fiscal year ending March 31, 2022
(including a maximum of 4,500 points for Directors of
the Company not serving as Audit & Supervisory
Committee Members), as a provisional measure for thetransition from stock options granted as stock-based
compensation.

4) Method used to acquire sharesof the Company(As in (2) below)

・ Shares of the Company shall be acquired throughmarket transactions or (through the disposal of treasury
stock) from the Company
・The number of shares corresponding to the maximum
number of points to be awarded to Eligible Directors,
etc. each fiscal year is equivalent to approximately
0.50% of the total number of issued shares (after
deducting treasury stock; as of March 31, 2021)

5) Timing of the delivery, etc. of
the Company's shares, etc. to
Eligible Directors, etc.
(As in (4) below)

・When the Eligible Director, etc. ceases to serve as either
Director (including as Director serving as an Audit &Supervisory Committee Member) or Executive Officerof the Eligible Companies(2) Maximum amount of money to be contributed by the Eligible Companies
The period of the Plan (hereinafter the “Plan Period”) shall comprise three consecutive fiscal years (theinitial Plan Period shall comprise the three fiscal years beginning from the fiscal year ending March 31,
2022, and concluding with the fiscal year ending March 31, 2024, and shall be extended in units of three22fiscal years if the trust period is extended as set forth in “Continuation of the Trust,” below).
In each Plan Period, the Company shall contribute an amount of money as compensation for its Directors
not serving as Audit & Supervisory Committee Members (the Company shall contribute a maximum of
390 million yen) which, together with the money contributed by the Eligible Subsidiary as compensation
for its Directors, etc., shall not exceed 975 million yen in total. This shall be used to establish a trust(hereinafter “the Trust”; including the extension of the trust period set forth in “Continuation of the Trust,”
below) with a trust period of three years. Eligible Directors, etc. who fulfill the requirements forbeneficiaries shall be the beneficiaries of the Trust.

23

The monetary limit (975 million yen) corresponds to three years at a total of 325 million yen per year,
which is the sum of the compensation limits for share-option based compensation (130 million yen eachfiscal year for the Company, and 130 million yen each fiscal year for Daishi Hokuetsu Bank, Ltd.), which
are to be abolished, as shown in the table below, and 65 million yen, which is an amount based on theactual compensation paid as share-option based compensation each fiscal year to Executive Officers of the
Eligible Subsidiary.
<Basis for the monetary limits>
Recipient

Share-option based compensation
Compensation limit per
Approval by the General Meeting offiscal year
Shareholders

Directors of theCompany notserving as Audit &June 25, 20191)
130 million yen
Supervisory
1st Annual General Meeting of Shareholders
Committee
Members
Directors of Daishi
June 24, 2010
Hokuetsu Bank not
199th Annual General Meeting of
Shareholders of The Daishi Bank
serving as Audit &2)
130 million yen
June 24, 2016
Supervisory
Committee
205th Annual General Meeting ofMembers
Shareholders of The Daishi Bank
Executive Officers3) of Daishi Hokuetsu
65 million yen(Amount based on past compensation)Bank
Per fiscal year:4)1) 130 million yen + 2) 130 million yen + 3) 65 million yen ＝ 4) 325 million yen
5)

Total for 3 fiscal years: 4) 325 million × 3 years ＝ 975 million yen

Note: Resubmitted as limits for Directors not serving as Audit & Supervisory Committee Members, pursuant
to the transition to a company with an Audit & Supervisory Committee (no change in the amount of thelimits)Provisional measures for the transition from share-option based compensation
For the initial Plan Period, the Trust shall be established through the contribution of a maximum of 540
million yen to fund the acquisition of shares corresponding to the points granted as a provisional measurefor the transition from share-option based compensation, in addition to the compensation limit of 975
million yen over three fiscal years. (The Company shall contribute a maximum of 16 million yen to fundthe acquisition of shares corresponding to the points granted as a provisional measure for the transition
from share-option based compensation, in addition to the compensation limit of 390 million yen over threefiscal years, as compensation for its Directors not serving as Audit & Supervisory Committee Members.)
Method used to acquire shares of the Company
Under the Plan, shares of the Company shall be acquired through market transactions or from theCompany (through the disposal of treasury stock), using money contributed to the Trust, in accordancewith the directions of the trustee. The Eligible Companies shall award points to Eligible Directors, etc. (asset forth in (3) below) during the trust period, and the Trust shall complete the delivery, etc. of theCompany's shares, etc.

24

Continuation of the TrustAt the conclusion of the period of the Trust, the Trust may be continued through the amendment of thetrust agreement and additional contribution to the Trust. In this case, the trust period shall be extended bythree years, and the Plan Period shall comprise the three fiscal years commencing from the time when the
period was extended. For each trust period after extension, the Eligible Subsidiary shall make newcontributions to the Company within the limits approved by resolution of the General Meeting of
Shareholders of the Eligible Subsidiary. The Eligible Companies shall make a total additional contributionof up to 975 million yen (including up to 390 million yen for the Company) for each trust period after
extension, and shall continue to award points to Eligible Directors, etc. during trust periods as they areextended. The Trust shall continue the delivery, etc. of the Company's shares, etc. after the extension of
the trust period. The trust period may be extended multiple times, by the same method. However, wherean additional contribution is made by the Company, and where shares of the Company (excluding shares
awaiting delivery to an Eligible Director, etc. who holds a corresponding number of points) or cash
(hereinafter “residual shares, etc.”) remain among the trust assets as of the final day of the trust period
immediately before extension, the sum of the value of these residual shares, etc. and the additional
contribution paid as compensation to Eligible Directors, etc. must not exceed 975 million yen (including
up to 390 million yen for the Company).
In the event that the trust agreement is not amended, nor an additional trust established at the conclusionof the trust period (or at the conclusion of the extended trust period, should the trust period be extended as
described above), then no further points shall be awarded to Eligible Directors, etc. from that time on. If,
however, at that time, there is a possibility that an incumbent Eligible Director, etc. may satisfy therequirements for eligible beneficiaries, then the period of the Trust may be extended temporarily for the
purpose of completing the delivery, etc. of the Company’s shares, etc. to this Eligible Director, etc.
(3) Calculation method and maximum number of the Company's shares, etc. to be acquired by Eligible Directors,
etc.
During the trust period, a certain number of points are awarded to Eligible Directors, etc. at each Eligible
Company, in accordance with their rank. Moreover, as set forth above, as a provisional measure for thetransition from share-option based compensation, the Company shall, promptly after the establishment of
the Trust, award points under the Plan to Eligible Directors, etc. who relinquish share acquisition rights
granted as share-option based compensation pursuant to the introduction of the Plan, in an amountcorresponding to the number shares for which unexercised share acquisition rights they relinquish in thisway. Delivery, etc. of the Company’s shares, etc. shall be made to each Eligible Director, etc. at the timeof his or her retirement, in accordance with the number of points he or she has accumulated (hereinafter
the “Accumulated Points”).
Each point shall correspond to one share of the Company’s stock. However, the number of theCompany’s shares, etc. per point may be adjusted, where adjustment is deemed reasonable due to an event
such as a stock split or stock consolidation of the Company’s shares, in accordance with the stock split
ratio, consolidation ratio, or the like.
The maximum total number of points to be awarded to Eligible Directors, etc. each fiscal year shall be
230,000 points (of which, a maximum of 90,000 points shall be awarded to Directors of the Company notserving as Audit & Supervisory Committee Members). However, a maximum of 156,900 points (including
up to 4,500 points for Directors of the Company not serving as Audit & Supervisory Committee Members)
shall be awarded to Eligible Directors, etc. this fiscal year, in addition to the maximum number of points
to be awarded each fiscal year stated above, as a provisional measure for the transition from share-option
based compensation.
(4) Method and timing for the delivery, etc. of the Company’s shares, etc. to Eligible Directors, etc.
An Eligible Director, etc. who has satisfied the requirements for eligible beneficiaries shall receive thedelivery, etc. of a number of the Company’s shares, etc. calculated based on (3) above, at the time of hisor her retirement from the position of both Director (including Director serving as Audit & Supervisory
Committee Member) and Executive Officer of the Eligible Companies.
The said Eligible Director, etc. shall receive the delivery of a number of shares of the Company’s stock(rounded down to the nearest trading unit) equivalent to 50% of his or her accumulated points. The shares25

corresponding to the remaining accumulated points shall be converted to cash within the Trust, and the
Eligible Director, etc. shall receive cash equivalent to the realizable disposal value of the shares.
In the event of the death of an Eligible Director, etc., a number of shares of the Company corresponding
to all accumulated points already awarded to that individual at that time shall be converted to cash within
the Trust, and the heirs of the deceased Director, etc. shall receive cash equivalent to the realizable disposal
value of the shares.
(5) Voting rights pertaining to shares of the Company held in the Trust
Voting rights pertaining to shares of the Company held in the Trust shall not be exercised for the durationof the trust period, in order to ensure neutrality with respect to the Company’s management.
(6) Other details of the Plan
Other details of the Plan shall be determined by the Board of Directors when the Trust is established,when the trust agreement is amended, and when additional contributions are made to the Trust.

26

The Board of Directors, at its meeting held on May 14, 2021, revised the “Decision Policy on
Compensation, etc. for Directors,” subject to the approval and passing of this proposal without alteration.
The main revised content related to this proposal is shown below.
Decision Policy on Compensation, etc. for Directors (Excerpt)(Policy on the determination of officers’ compensation for Directors)
Officers’ compensation for each Director of the Company shall be decided each fiscal year based on thefollowing policy, within the overall limits approved by the General Meeting of Shareholders. The amountsof compensation for individual Directors not serving as Audit & Supervisory Committee Members shallbe determined by resolution of the Board of Directors, after deliberation and recommendations by the
Nomination and Remuneration Committee. The amounts of compensation for individual Directors serving
as Audit & Supervisory Committee Members shall be determined through discussion among Directors
serving as Audit & Supervisory Committee Members.
・The content of compensation shall be fair and reasonable, and ensure accountability to the Company’s
shareholders and other stakeholders.
・The level of compensation shall be set, with consideration to the levels at other companies, at a levelthat is commensurate with the roles and responsibilities of the officers of the Group, which is afinancial group that contributes to the local economy and society, with sustainable and stable growththrough honest business operations.
・ Compensation for Directors not serving as Audit & Supervisory Committee Members shall becomposed so as to secure outstanding human resources to serve as the Group’s senior management,
and increase motivation to improve annual business performance and enhance medium- to long-term
corporate value.
・Specifically, with the exception of Outside Directors, in addition to basic compensation paid inaccordance with roles and responsibilities, compensation for Directors not serving as Audit &Supervisory Committee Members shall be composed of bonuses linked to the achievement of targets
for performance indicators in each fiscal year, and trust-based stock compensation as an incentive toenhance medium- to long-term corporate value.
・The basic salary for Directors who are Audit & Supervisory Committee Members shall only comprise
fixed compensation, in view of their audit and supervisory function, as well as independence.
(Details and amount or number, or calculation method, of non-cash compensation (including the policy for
determining the timing and conditions for granting compensation))
1) Full-time Directors not serving as Audit & Supervisory Committee Members
・Non-cash compensation shall consist of trust-based stock compensation. Benchmark compensation
amounts for each rank shall be decided by the Board of Directors, after deliberation andrecommendations by the Nomination and Remuneration Committee. Points corresponding to the amountof compensation shall be awarded annually. When the Director ceases to serve in the either of thepositions of Director of Executive Officer of the Company or its subsidiary bank, he or she shall receive
a number of the Company’s shares corresponding to the number of accumulated points, and an amountof money equivalent to the realizable disposal value of the Company’s shares.

272) Directors not serving as Audit & Supervisory Committee Members who concurrently serve as Directorsof both the Company and its subsidiary bank・Non-cash compensation shall consist of trust-based stock compensation. The amount shall, in principle,
be equal to the amount of trust-based stock compensation for the subsidiary bank, increased by a certain
proportion, and shall be decided by the Board of Directors, after deliberation and recommendations by
the Nomination and Remuneration Committee. Points corresponding to the amount of compensation
shall be awarded annually. When the Director ceases to serve in the either of the positions of Directorof Executive Officer of the Company or its subsidiary bank, he or she shall receive a number of theCompany’s shares corresponding to the number of accumulated points, and an amount of money
equivalent to the realizable disposal value of the Company’s shares.
(Policy on deciding the proportionate amounts of basic compensation, bonuses, and non-cash compensation
for individual Directors)
・Compensation for Directors not serving as Audit & Supervisory Committee Members shall comprisebasic compensation, bonuses, and trust-based stock compensation, a form of non-cash compensation.
Benchmark compensation amounts shall be determined for each component of compensation, for eachrank. If the performance-linked coefficient for bonuses is 100%, then the proportional composition ofeach component of compensation (fixed compensation : bonuses : trust-based stock compensation) shallbe in the vicinity of 50 : 25 : 25.
End28