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 6, 2018
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 2ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 2nd Annual General Meeting of Shareholders of
Nishi-Nippon 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 27, 2018.
*Japan Standard Time (JST)
1. Date and Time:Thursday, June 28, 2018 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 2nd Fiscal Year (from April 1, 2017 toMarch 31, 2018) 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
2nd Fiscal Year (from April 1, 2017 to March 31, 2018)

1/19

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 8 Directors (excluding those who are Audit andSupervisory Committee members)
Proposal No. 3: Election of 4 Directors who are Audit and Supervisory
Committee members
Proposal No. 4: Election of 1 Director who is a substitute Audit and Supervisory
Committee member

2/19Instructions for Exercise of Voting Rights:

If attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders:
Thursday, June 28, 2018 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 27, 2018 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 27, 2018 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
3/19



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/).

4/19

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 2nd 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 2,704,142,297 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 29, 2018

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Proposal No. 2: Election of 8 Directors (excluding those who are Audit and Supervisory Committee
members)
The terms of office of all of the 9 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 one to further streamline the management structure and 8
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)
75 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 from his 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)
64 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

9,300 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 from his experience, capability, personality and knowledge as a toplevel executive.

7/19

No.

Name
(Date of birth)

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

Souichi
Kawamoto(Sep. 19, 1957)
60 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
Deputy President (Representative Director),
THE NISHI-NIPPON CITY BANK, LTD.
Head of Kitakyushu &Yamaguchi Region
Regional Headquarters Management
In charge of the Internal Audit Division, the
IT Strategy Division, the Operations Planning& Management Division, the Bank (current
position)
Apr. 2018
Director,
In charge of the Internal Audit Division,
the Group Strategy Planning Division,
the Company (current position)(Significant concurrent positions)
Deputy President (Representative Director), THE NISHI-NIPPONCITY BANK, LTD.
Director, DAIICHI KOUTSU SANGYO Co., Ltd.
Audit & Supervisory Board member, OHISHI SANGYO 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 theCompany 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 from his experience, capability, personality andknowledge.

8/19

No.

Name
(Date of birth)

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

Kiyota Takata(Jan. 5, 1954)
64 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

13,370 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 from his experience, capability, personality and knowledge.

9/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1977

Shigeru Urayama(Apr. 25, 1953)
65 years old[New appointment]

5

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
Jun. 2007
Director, the Bank
Jun. 2008
Managing Director, the Bank
Jun. 2011
Executive Director, the Bank
Jun. 2013
Executive Director(Representative Director), the Bank
Oct. 2016
Director, the Company (current position)
Apr.2018
Executive Director (Representative Director)
In charge of the Credit Risk Management
Division and the Credit Supervision Division,
the Bank (current position)(Significant concurrent positions)Representative Executive Director (Representative Director)
THE NISHI-NIPPON CITY BANK, LTD.

Number of shares of
the Company held

1,600 shares[Reasons for nomination as a candidate for director]
Since taking office of director in 2007 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Shigeru Urayama has been in charge of the Credit Supervision Division, the Corporate Business Solution Division,and is familiar with the entire business of financing and corporate business solution. 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 from his experience, capability, personality
and knowledge.

10/19

No.

Name
(Date of birth)

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

Hiroyuki Irie
(Nov. 11, 1957)
60 years old

6[Reappointment]

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
Jun. 2010
Director
Deputy Head of Fukuoka Regional
Headquarters
General Manager of Head Office
General Manager of Fukuoka Branch, the Bank
Jun. 2011
Managing Director
Deputy Head of Fukuoka Regional
Headquarters
General Manager of Head Office
General Manager of Fukuoka Branch, the BankMay 2013
Managing Director, the Bank
Jun. 2015
Executive Director, the BankMay 2016
Executive Director
In charge of the Corporate Business Solution
Division and the Regional RelationshipManagement Division, the Bank (current
position)
Oct. 2016
Director, the Company (current position)(Significant concurrent positions)Executive Director, THE NISHI-NIPPON CITY BANK, LTD.
Director, Shinoken Group. Co., Ltd.

Number of shares of
the Company held

4,800 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 sales divisions and the Regional Relationship Management Division etc., andhas 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 cancontribute to the Company’s management from his experience, capability, personality and knowledge.

11/19

No.

Name
(Date of birth)

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

Shinya Hirota(Nov. 30, 1958)
59 years old[Reappointment]

7

Joined The Bank of Tokyo, Ltd. (currently
MUFG Bank, Ltd.)May 2009
Senior Manager of Internal Audit Office, theInternal Audit &Credit Examination DivisionDec. 2009
Joined THE NISHI-NIPPON CITY BANK,
LTD. (the “Bank”)
General Manager assigned to the International
Business Division, the BankMay 2010
General Manager of the International Business
Division, the Bank
Jun. 2011
Executive Officer
General Manager of the International Business
Division, the Bank
Jun. 2012
Senior Executive Officer
General Manager of the International Business
Division, the Bank
Jun. 2013
Managing Director
General Manager of the International Business
Division, the BankMay 2014
Managing Director, the Bank
Oct. 2016
Director, the Company (current position)
Jun. 2017
Executive Director, THE NISHI-NIPPONCITY BANK, LTD.
In charge of the Treasury & Portfolio
Investment Division, the Treasury & Securities
Transaction Division and the International
Business Division, the Bank (current position)(Significant concurrent positions)Executive Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit & Supervisory Board member, OK Food Industry Co., Ltd.

Number of shares of
the Company held

1,100 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2013 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr. Shinya
Hirota has been in charge of the International Business Division, the Treasury & Portfolio Investment Division andthe Treasury & Securities Transaction Division etc., 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.

12/19

No.

Name
(Date of birth)

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

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

8[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)
Apr. 2017Managing Director
Head of Tokyo Headquarters
In charge of the Corporate Planning Division,
the Corporate Risk Management Division and
the Compliance Risk Supervisory Division, theBank (current position)(Significant concurrent positions)Managing Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit & Supervisory Board member, Showa Manufacturing Co., Ltd.

Number of shares of
the Company held

3,000 shares[Reasons for nomination as a candidate for director]
Since taking office as managing 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 etc., 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 cancontribute to the Company’s management from his experience, capability, personality and knowledge.

(Note)

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

13/19

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

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1984

Kiyotaka
Tomoike(Jan. 14, 1960)

May 2010
Apr. 2013
Jun. 2013
Jun. 2015

58 years old
Jul. 2016

1[New appointment]
Apr. 2018

Joined NISHI-NIPPON BANK (currently,
THE NISHI-NIPPON CITY BANK, LTD.)(the “Bank”)
General Manager of the Operations Planning &Management Division, the Bank
General Manager of Hakata Branch, the Bank
Executive Officer
General Manager of Hakata Branch, the Bank
Senior Executive Officer
General Manager of Hakata Branch, the Bank
Senior Executive Officer
Head of Chikugo Regional Headquarters
Head of Chikuho Regional Headquarters,
the Bank
Senior Executive Officer
Office of Audit and Supervisory Committee,
the Bank (current position)

Number of shares of
the Company held

1,875 shares[Reasons for nomination as a candidate for director who is an Audit and Supervisory Committee member]
Mr. Kiyotake Tomoike took office as General Manager of the Operations Planning & Management Division in 2010
at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group. Since taking office as executive officer in 2013,
Mr. Kiyotaka Tomoike has served as General Manager of Hakata Branch, Head of Chikugo Regional Headquarters
and Chikuho Regional Headquarters, and is familiar with the entire banking business. The Company nominates him
as a candidate for director who is an Audit and Supervisory Committee member as he has been judged to be a person
who can contribute to the Company’s management from his experience, capability, personality and knowledge.

14/19

No.

Name
(Date of birth)

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

Apr. 1972
Jun. 2002

Yuji Tanaka(Feb. 26, 1948)
70 years old

2[Reappointment]
OutsideJoined SAIBUGAS Co., Ltd.
Director And General Manager, SAIBUGAS
Co., Ltd.
Jun. 2005
Managing Director, SAIBUGAS Co., Ltd.
Jun. 2007
Senior Managing Director, SAIBUGAS Co.,Ltd.
Apr. 2008
President (Representative Director),
SAIBUGAS Co., Ltd.
Jun. 2010
President, Representative Director and Chief
Executive Officer, SAIBUGAS Co., Ltd.
Jun. 2011
Corporate Auditor, Director, THE NISHINIPPON CITY BANK, LTD.
Apr. 2013
Chairman (Representative Director),
SAIBUGAS Co., Ltd.
(current position)
Oct. 2016
Director, Audit and Supervisory Committee
member, the Company(current position)(Significant concurrent positions)
Chairman, Representative Director, SAIBUGAS Co., Ltd.
Audit & Supervisory Board member, HIROSHIMA GAS CO., LTD.
Director, THE TORIGOE CO., LTD.
Director, WAKACHIKU CONSTRUCTION, CO., LTD.

Number of shares of

0 shares
Attendance at themeeting of the Boardof Directors: 76.9%(10 times / 13 times)
Attendance at themeeting of the Audit
and Supervisory
Committee: 100%
(8 times / 8 times)[Reasons for nomination as a candidate for director who is an Outside Audit and Supervisory Committee member]
Mr. Yuji Tanaka 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.

15/19

No.

Name
(Date of birth)

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

Attendance at Meeting

Apr. 1964
Jan. 1972
Jun. 1989

Hirohiko
Okumura(Mar. 6, 1942)
76 years old

3[Reappointment]
OutsideJoined The Bank of Japan
Joined Nomura Research Institute, Ltd.
Member of the Board and General Manager of
Economic Research Department, Nomura
Research Institute, Ltd.
Jun. 1991
Executive Fellow, Nomura Research Institute,
Ltd.
Jul. 1995
Professor, the Faculty of Economics,
Gakushuin University
Oct. 2002
Executive Director, Gakushuin School
Corporation(Professor, the Faculty of Economics,
Gakushuin University)
Sep. 2005
Resigned as Executive Director, Gakushuin
School Corporation
Jun. 2011
Corporate Auditor, THE NISHI-NIPPONCITY BANK, LTD.
Apr. 2012
Professor Emeritus, Gakushuin University(current position)
Oct. 2016
Director, Audit and Supervisory Committee
member, the Company(current position)(Significant concurrent positions)
Professor Emeritus, Gakushuin University

Number of shares of
the Company held/

0 shares
Attendance at themeeting of the Boardof Directors: 100%
(13 times / 13 times)
Attendance at themeeting of the Audit
and Supervisory
Committee: 100%
(8 times / 8 times)[Reasons for nomination as a candidate for director who is an Outside Audit and Supervisory Committee member]
Mr. Hirohiko Okumura has considerable experience and extensive knowledge as academic expert. 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.

16/19

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1976
Apr. 1986

Jun. 2009

NobukoTakahashi

Mar. 2015(Nov. 17, 1953)
Apr. 2015
64 years old
Jun. 2015

4[Reappointment]
Oct. 2016
OutsideJoined SHUFUNOTOMO, Co., Ltd.
Became a freelance life and economy
Journalist(current position)
Audit & Supervisory Board member, Japan
Finance Corporation(current position)
Statutory Auditor, Tonen General Sekiyu K.K.
(currently, JXTG Holdings, Inc.)(current position)
Director, Aioi Nissay Dowa Insurance Co. Ltd(current position)
Director, THE NISHI-NIPPON CITY BANK,
LTD.
Director, Audit and Supervisory Committee
member, the Company(current position)(Significant concurrent positions)Life and Economy Journalist
Audit & Supervisory Board member, Japan Finance Corporation
Statutory Auditor, JXTG Holdings, Inc.
Director, Aioi Nissay Dowa Insurance Co., Ltd

Number of shares of
the Company held/
Attendance at Meeting

1,000 shares
Attendance at themeeting of the Boardof Directors: 100%
(13 times / 13 times)
Attendance at themeeting of the Audit
and Supervisory
Committee: 100%
(8 times / 8 times)[Reasons for nomination as a candidate for director who is an Outside Audit and Supervisory Committee member]
Ms. Nobuko Takahashi has perspective of a longtime journalist and specialist on lifestyle economics, as well as
extensive knowledge of economy and finance. 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 theperspective of strengthening the supervising function.

(Notes) 1.

2.

3.

4.

5.
6.

7.

There are ordinary banking transactions between SAIBUGAS Co., Ltd., HIROSHIMA GAS CO., LTD. and
WAKACHIKU CONSTRUCTION, CO., LTD., of which Mr. Yuji Tanaka, a candidate for director, serves
as Director, and the Group. However, concerning each of the 3 companies, the sales from transactions with
the Company on a consolidated basis accounts for less than 1% of the total sales, and the gross operating
profit of the Company gained from each of the 3 companies also accounts for less than 1% of the total grossoperating profit of the Company on a consolidated basis.
There are no business transactions between THE TORIGOE CO., LTD. and the Group.
There are no business transactions between Gakushuin University, of which Mr. Hirohiko Okumura, acandidate for director who is an Audit and Supervisory Committee member, serves as Professor Emeritus,
and the Group.
There are ordinary banking transactions between Japan Finance Corporation, JXTG Holdings, Inc. and Aioi
Nissay Dowa Insurance Co., Ltd, of which Ms. Nobuko Takahashi, a candidate for director who is an Audit
and Supervisory Committee member, serves as Director, and the Group. However, concerning each of the 3companies, the sales from transactions with the Company on a consolidated basis accounts for less than 1%of the total sales, and the gross operating profit of the Company gained from each of the 3 companies also
accounts for less than 1% of the total gross operating profit of the Company on a consolidated basis.
There are banking transactions between Mr. Kiyotaka Tomoike, Mr. Yuji Tanaka, Hirohiko Okumura and
Ms. Nobuko Takahashi, and the Group. However, they are ordinary banking transactions and there is no
special interest between these candidates and the Group.
Mr. Yuji Tanaka, Mr. Hirohiko Okumura and Ms. Nobuko Takahashi are candidates for directors who are
Outside Audit and Supervisory Committee members.
The terms of office of Mr. Yuji Tanaka, Mr. Hirohiko Okumura and Ms. Nobuko Takahashi as outside
directors (Audit and Supervisory Committee members) will have been one (1) year and nine (9) months at
the conclusion of this annual general meeting of shareholders.
If the appointment of Mr. Kiyotaka Tomoike 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 the Companies Act to limit his liabilities to the minimum liability amount stipulated in Article 425,

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8.

9.

Paragraph 1 of the Act when he is in good faith and without gross negligence in performing duties as nonexecutive director.
The Company has already entered into an agreement with each of Mr. Yuji Tanaka, Mr. Hirohiko Okumura
and Ms. Nobuko Takahashi pursuant to Article 427, Paragraph 1 of the Companies Act to limit their
liabilities to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Act when they are ingood 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 executing thesame agreement to limit liabilities with each of them.
Mr. Yuji Tanaka, Mt. Hirohiko Okumura and Ms. Nobuko Takahashi have been registered as an
Independent Director with the Tokyo Stock Exchange and the Fukuoka Stock Exchange.

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Proposal No. 4: Election of 1 Director who is a substitute Audit and Supervisory Committee member
The effective tenure of Mr. Seiji Ino, Director who is a substitute Audit and Supervisory Committee
member, expires at the beginning of this Annual General Meeting of Shareholders. Therefore, in casewhere the number of serving Directors who are Audit and Supervisory Committee members falls short of
the number stipulated by laws and regulations or the Articles of Incorporation, the election of 1 director
who is a substitute Audit and Supervisory Committee member, as a substitute for Mr. Kiyotaka Tomoike,
who will be a director who is an Audit and Supervisory Committee if Proposal 3 is approved as originallyproposed, 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. 1984

May 2011
May 2012

Seiji Ino(Oct. 26, 1960)

Jan. 201457 years old
Jan. 2015

May 2015
Jun. 2015
Oct. 2016

Joined Fukuoka SOGO Bank (Fukuoka City
Bank) (currently, THE NISHI-NIPPON CITY
BANK, LTD.) (the “Bank”)
General Manager of Corporate Planning
Division, the Bank
General Manager of Executive Secretariat,
the Bank
Executive Officer
General Manager of Corporate Risk
Management & Compliance Division, theBank
Senior Executive Officer
General Manager of Corporate Risk
Management & Compliance Division,
the Bank
Senior Executive Officer, the Bank
Corporate Auditor, the Bank
Director, Audit and Supervisory Committee
member, the Bank
(current position)

Number of shares of
the Company held

2,412 shares[Reasons for nomination as a candidate for director who is a substitute Audit and Supervisory Committee member]
Mr. Seiji Ino took office as General Manager of Corporate Planning in May 2011 and thereafter became General
Manager of Executive Secretariat at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group. Mr. Seiji Ino
has served as Executive Officer in charge of Corporate Risk Management & Compliance Division from 2014,
Corporate Auditor from June 2015 and Director, Audit and Supervisory Committee member from October 2016, has
accumulated experiences in business operations and is familiar with the banking business. The Company nominates
him as a candidate for director who is a substitute Audit and Supervisory Committee member as he has been judged
to be a person who can contribute to the Company’s management from his experience, capability, personality andknowledge.

(Notes) 1. There is no special interest between Mr. Seiji Ino and the Company.
2. If the Mr. Seiji Ino is appointed as director who is an Audit and Supervisory Committee member, theCompany will enter into an agreement with him pursuant to Article 427, Paragraph 1 of the Companies Act tolimit his liabilities to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Act when heis in good faith and without gross negligence in performing duties as non-executive director.

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