These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals,
the originals shall prevail. The Company assumes no responsibility for this translation or for
direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 7189)
June 6, 2022
To Shareholders with Voting Rights:

Hideyuki Murakami
President
Nishi-Nippon Financial Holdings, Inc.
1-1, Hakata-ekimae 3-chome, Hakata-ku,
Fukuoka, JapanNOTICE OF CONVOCATION OF
THE 6TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 6th Annual General Meeting of Shareholders of NishiNippon Financial Holdings, Inc. (the “Company,” with its subsidiaries, the “Group”) will be held
for the purposes described below.
Amid the ongoing spread of the novel coronavirus disease (COVID-19), we have given
the highest priority to ensure the health and safety of shareholders and thereby decided tohold the meeting with appropriate preventative measures in place.
To prevent the spread of the infections, you are kindly asked to exercise your voting
rights in advance in writing or via the Internet, etc. and refrain from attending the meetingin person on the day as much as possible.
We would also like to request those of you who consider attending the meeting to pay
attention to your health condition until the date of the meeting and to avoid attending if
you do not feel well.
1. Date and Time:

Wednesday, June 29, 2022 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 6th Fiscal Year (from April 1, 2021 to
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March 31, 2022) 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
6th Fiscal Year (from April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of 5 Directors (excluding those who are Audit andSupervisory Committee members)
Proposal No. 4: Election of 2 Directors who are Audit and Supervisory
Committee members
Proposal No. 5: Election of 1 Director who is a Substitute Audit and Supervisory
Committee member
Proposal No. 6: Introduction of a Stock-based Remuneration System andRevision of the Amount of Remuneration etc. of Directors(excluding those who are Audit and Supervisory Committee
members)

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Instructions for Exercise of Voting Rights:
If exercising your voting rights in advance
Exercise of Voting Rights by Mail (in Writing)Exercise deadline: Arrival by Tuesday, June 28, 2022 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 Tuesday, June 28, 2022 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.
If attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders:
Wednesday, June 29, 2022 at 10:00 a.m. JST(The reception is scheduled to begin at 9:00 a.m. JST)
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the
day of the meeting for identification.
For resource-saving, please bring your own copy of this notice of convocation.
End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 (https://www.nnfh.co.jp/) in
accordance with laws and regulations as well as Article 17 of the Articles of Incorporation of
the Company. Therefore, they are not included in the Attached Documents to this Notice ofConvocation of the Annual General Meeting of Shareholders.
Accordingly, the Attached Documents to this Notice of Convocation of the Annual General
Meeting of Shareholders include only part of the Consolidated Financial Statements and theNon-consolidated Financial Statements which have been audited by the Independent Auditor
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

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

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
Concerning the appropriation of surplus, the Company’s basic policy is to strengthen its financial
standing via appropriate enrichment of internal reserves and to conduct stable and continuous dividends.
In the medium term, with an annual dividend of 25 yen per share as a base, the Company aims to provide
returns to shareholders equivalent to approximately 30% of the net income attributable to shareholders of
the Company, and in consideration of factors such as contemporary economic trends, financial conditions,and business results forecasts, determines the returns for each fiscal year.
Based on the above policy, the Company proposes the year-end dividends for the 6th 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 amountthereof20 yen per share of common stock
The total amount dividends 2,886,580,880 yen
Furthermore, as 15 yen were paid per share as an interim dividend during this fiscal period,
annual dividends will amount to 35 yen per share.
3. Effective date of the distribution of surplus
June 30, 2022

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Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into full force and effect on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic
provision of materials for the General Meetings of Shareholders, the Articles of Incorporation of theCompany shall be amended as follows.
(1)

The proposed Article 17, Paragraph 1 provides that information contained in the materials for the
General Meeting of Shareholders shall be provided electronically.

(2)

The purpose of the proposed Article 17, Paragraph 2 is to establish a provision limiting the scopeof matters to be included in the physical documents sent to shareholders requesting such documents.

(3)

The provisions of Article 17 of the current Articles of Incorporation relating to internet disclosureand deemed provision of the reference documents for the General Meeting of Shareholders, etc.
will become obsolete due to the introduction of the system for electronic provision of materials andwill, therefore, be deleted.

(4) In line with the amendments above, supplementary provisions in connection with the effective date,etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provisionof Reference Documents for the General
Meeting of Shareholders, Etc.)<Deleted>

Article 17 The Company may, whenconvening a General Meeting of
Shareholders, deem that it has provided
information to shareholders pertaining tomatters to be described or indicated in thereference documents for the General
Meeting of Shareholders, business report,
non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.

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Current Articles of Incorporation

Proposed Amendments<Newly established>(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening a
General Meeting of Shareholders, provide
information contained in the reference documents
for the General Meeting of Shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include in thephysical documents to be sent to shareholders
requesting such documents by the record date forvoting rights, all or part of the matters stipulated in
the Ordinance of the Ministry of Justice.

<Newly established>

Supplementary provisions
1.

The deletion of Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and the proposed
Article 17 (Measures for Electronic Provision,Etc.) shall come into full force and effect on
September 1, 2022.

2.

Notwithstanding the provisions of the preceding
paragraph, Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation shall remain inforce with respect to a General Meeting of
Shareholders to be held by the end of February
2023.

3.

These supplementary provisions shall be deleted
by the later of (i) March 1, 2023 or (ii) the lapse of
three months from the date of the General Meetingof Shareholders set forth in the preceding
paragraph.

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Proposal No. 3: Election of 5 Directors (excluding those who are Audit and Supervisory Committee
members)
The terms of office of all of the 5 Directors (excluding those who are Audit and Supervisory Committee
members) will expire at the conclusion of this Annual General Meeting of Shareholders. It is proposedthat 5 Directors (excluding those who are Audit and Supervisory Committee members) be elected.
The Audit and Supervisory Committee has stated that the Committee has no objection to this proposal.
The candidates are as follows:(Reference) List of the candidates
Name

Position at theCompany

Term ofofficeChairman(Representative
Director)
Deputy Chairman(Representative
Director)
President(Representative
Director)

5 yearsand9 months
5 yearsand9 months
5 yearsand9 months
5 yearsand9 months

Isao
KubotaReappointment

Hiromichi
Tanigawa

Reappointment

Hideyuki
Murakami

Reappointment

KiyotaTakataReappointment

Director

Takashige
Honda

Reappointment

Director

1 year

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Corporate
management

Specialty
Financial
Finance andaffairs andeconomyaccounting

Legal affairs
and riskmanagement

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

No.

Name
(Date of birth)

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

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

1

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

Number of shares of
the Company held

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

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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)[Reappointment]

2

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

Number of shares of
the Company held

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

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No.

Name
(Date of birth)

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

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

3

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

Number of shares of
the Company held

6,800 shares[Reasons for nomination as a candidate for director]
Mr. Hideyuki Murakami served as General Manager of Hakataeki Higashi Branch, General Manager of the Human
Resources Division and General Manager of the Corporate Planning Division at THE NISHI-NIPPON CITY BANK,
LTD, a bank of the Group. Since taking office as director in 2014 at the Bank, he has been in charge of the bank’s
core operations, such as the Head of Tokyo Headquarters, the Internal Audit Division, the Corporate Planning
Division, the Corporate Risk Management & Compliance Division, the Corporate Risk Management Division, theCompliance Risk Supervisory Division, the Treasury & Portfolio Investment Division, the Treasury & Securities
Transaction Division and the International Business Division. Since taking office as president of the Bank in June
2021, he has been at the forefront of leading initiatives toward improving business results of the Bank.
Additionally, he was appointed director of the Company in October 2016 and president of the Company in June
2021. The Company nominates him as a candidate for director as he has been judged to be a person who cancontribute to the Company’s management from his experience, capability, personality and knowledge as a top-level
executive.

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No.

Name
(Date of birth)

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

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

4

Joined NISHI-NIPPON SOGO BANK(NISHI-NIPPON BANK) (currently, THE
NISHI-NIPPON CITY BANK, LTD.) (the“Bank”)
Jun. 2006
Executive Officer
General Manager of Executive Secretariat, theBank
Jun. 2007
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),
the Bank
Oct. 2016
Director, the Company
Apr. 2021
Director
In charge of the Internal Audit Division, theCorporate Planning Division and the Group
Strategy Planning Division, the Company(current position)
Apr. 2022
Deputy President (Representative Director)
In charge of the Corporate Administration
Division, the Internal Audit Division, thePublic Relations Division, the Executive
Secretariat, the Human Resources Division andthe International Business Division, the Bank
(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

16,270 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, the International Business Division, and the Corporate Administration
Division, 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.

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No.

Name
(Date of birth)

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

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

5

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

Number of shares of
the Company held

2,431 shares[Reasons for nomination as a candidate for director]
Since taking office as director in 2020 at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group, Mr.
Takashige Honda has been in charge of the Corporate Planning Division, the Treasury & Portfolio Investment
Division and the Treasury & Securities Transaction Division, the Compliance & Risk Management Division, and the
Corporate Administration Division, and has accumulated experience in business operations.
Additionally, after serving as General Manager of the Corporate Planning Division from October 2016, he wasappointed executive officer in 2020 and director in 2021 at the Company. The Company nominates him as a
candidate for director as he has been judged to be a person who can contribute to the Company’s management fromhis experience, capability, personality and knowledge.
(Notes) 1.
2.

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

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Proposal No. 4: Election of 2 Directors who are Audit and Supervisory Committee members
Of the 4 Directors who are Audit and Supervisory Committee members, the term of office of Mr.
Kiyotaka Tomoike and Ms. Nobuko Takahashi will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of 2 Directors who are Audit and Supervisory
Committee members is proposed.
This proposal has been approved by 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
May 2010

1

Kiyotaka
TomoikeApr. 2013
Jun. 2013(Jan. 14, 1960)

Jun. 2015[Reappointment]

Jul. 2016

Apr. 2018
Jun. 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
Director, Audit and Supervisory Committee
member, the Company (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. Kiyotaka Tomoike was in charge of the Corporate Planning Division and took office as Manager of several
branch offices at THE NISHI-NIPPON CITY BANK, LTD, a bank of the Group. He was appointed General
Manager of the Operations Planning & Management Division in 2010. After taking office as executive officer in
2013, he served as General Manager of Hakata Branch, Head of Chikugo Regional Headquarters and Chikuho
Regional Headquarters, and has accumulated experience in business operations.
Additionally, he was appointed a Director, Audit and Supervisory Committee member of the Company in June 2018.
The Company nominates him as a candidate for director who is an Audit and Supervisory Committee member as hehas been judged to be a person who can contribute to the Company’s management from his experience, capability,
personality and knowledge.

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No.

Name
(Date of birth)

SachikoMiyamoto

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1991
Jul. 1997(Jun. 22, 1968)[New appointment]

2

OutsideIndependent Director

Jun. 2002
Jul. 2006
Apr. 2010
Jun. 2022
Jul. 2022

Joined Nomura Research Institute, Ltd.
(“NRI”)
Assigned to Personnel Division, NRI (won thecorporate scholarship to study abroad andearned the MA in Economics from Boston
University)
Economist, Nomura Research Institute Europe
LimitedJoined Nomura Institute of Capital Markets
Research (“NICMR”) (transfer due to NRI’s
reorganization)
Senior Economist NICMR (current position)
To resign from NICMR (scheduled)
Financial economist (scheduled)

Number of shares of
the Company held

- shares[Reasons for nomination as a candidate for outside director who is an Audit and Supervisory Committee member andexpected roles]
Ms. Sachiko Miyamoto has experience of 30 years in research work with respect to domestic and international
financial and capital markets as she has engaged in corporate analysis as an analyst as well as in research andanalysis as an investment strategist and a macroeconomist. The Company nominates her as a candidate for outside
director who is an Audit and Supervisory Committee member in the expectation that with her professional
knowledge on corporate analysis and financial analysis, she will contribute to strengthening the supervisory function.
(Notes) 1. There are banking transactions between Mr. Kiyotaka Tomoike and the Group. However, they are ordinarybanking transactions and there is no special interest between this candidate and the Group.
2. Ms. Sachiko Miyamoto is a candidate for outside director who is an Audit and Supervisory Committee
member.
3. Ms. Sachiko Miyamoto is a new director candidate.
4. The name of Ms. Sachiko Miyamoto on the family register is Sachiko Miki.
5. There are no transactions or special interest between Ms. Sachiko Miyamoto and the Group.
6. There are no transactions between Nomura Institute of Capital Markets Research, where Ms. Sachiko
Miyamoto is employed and serves as Senior Economist, and the Group.
7. Ms. Sachiko Miyamoto has not been directly involved in corporate management. Nevertheless, theCompany believes that she has the capabilities to appropriately execute duties as outside director who is an
Audit and Supervisory Committee member, because she has a wealth of expertise as a corporate analysist,an investment strategist, and a macroeconomist and professional knowledge on corporate analysis andfinancial analysis.
8. The Company has entered into an agreement with Mr. Kiyotaka Tomoike, a director who is an Audit andSupervisory Committee member, pursuant to Article 427, Paragraph 1 of the Companies Act to limit his
liabilities to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Act when he is ingood faith and without gross negligence in performing duties as non-executive director. If this proposal isapproved as originally proposed, the Company plans to continue the liability limitation agreement with him.
9. If the appointment of Ms. Sachiko Miyamoto as Director who is an Audit and Supervisory Committee
member is approved, the Company will enter into an agreement with her pursuant to Article 427, Paragraph
1 of the Companies Act to limit her liabilities to the minimum liability amount stipulated in Article 425,
Paragraph 1 of the Act when she is in good faith and without gross negligence in performing duties as nonexecutive director.
10. The Company has entered into a directors and officers liability insurance contract with an insurancecompany under which all of the directors and executive officers of the Company and its subsidiaries are theinsured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract
covers compensation for damages (damages under laws and litigation costs) incurred by the insured due to aclaim for damages filed for an act (or omission) of the insured in his or her duties. The Company bears theentire amount of the premium for the insurance contract. Meanwhile, as a measure to ensure that the insured
should not be demotivated to appropriately execute his or her duties, the insurance contract does not covercompensation for damages arising from an event where the insured has unlawfully received personal benefit
or advantage, or arising from a criminal act of the insured or any act etc. performed by the insured while heor she is aware that such act etc. constitutes a violation of laws and regulations. If the appointment of eachcandidate as director is approved, they will be the insured parties covered by the said insurance contract andthe Company intends to renew the contract during their terms of office.

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11. If the appointment of Ms. Sachiko Miyamoto as Director who is an Audit and Supervisory Committee
member is approved, the Company intends to register her as Independent Director with the Tokyo Stock
Exchange and the Fukuoka Stock Exchange.

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(Reference)
Composition of the Audit and Supervisory Committee after the director candidates are elected
Name

Kiyotaka
TomoikeToshioSakemi

Chiharu
Kubo

SachikoMiyamoto

Position at
the Company
Director,
Audit andSupervisory
Committee
memberDirector,
Audit andSupervisory
Committee
memberDirector,
Audit andSupervisory
Committee
memberDirector,
Audit andSupervisory
Committee
memberAttribute

Term ofofficeCorporate
management

4 years

Specialty
Financial
Finance andaffairs andeconomyaccounting●

Legal affairs
and riskmanagement●●

Outsideindependent
director

3 years●●●

Outsideindependent
director

1 year●●●Outsideindependent
directorNew
appointment

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●

●

Proposal No. 5: 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 is requested in advance if Proposal 4
is approved as originally proposed.
This proposal has been approved by Audit and Supervisory Committee.
The candidate is as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company(significant concurrent positions)Apr. 1988
May 2015
Apr. 2018
Apr. 2018

Tomoko Ito(Dec. 22, 1965)

Jun. 2018
Jun. 2019
Apr. 2020

1

Apr. 2020
Apr. 2022
Jun. 2022

Joined NISHI-NIPPON BANK (currently,
THE NISHI-NIPPON CITY BANK, LTD.)(the “Bank”)
General Manager of the Credit Risk
Management Division, the Bank
General Manager of the IT Strategy Division,
the Bank
General Manager of the Group Strategy
Planning Division, the Company
Executive Officer, General Manager of the IT
Strategy Division, the Bank
Senior Executive Officer, General Manager of
the IT Strategy Division, the Bank
Senior Executive Officer, General Manager of
the Corporate Risk Management Division, theBank
General Manager of the Compliance & Risk
Management Division, the Company
Senior Executive Officer, Office of Audit andSupervisory Committee, the Bank (current
position)
Director, Audit and Supervisory Committee
member, the Bank (planned)

Number of shares of
the Company held

400 shares[Reasons for nomination as a candidate for director who is a substitute Audit and Supervisory Committee member]
Ms. Tomoko Ito took office as General Manager of the Credit Risk Management Division at THE NISHI-NIPPONCITY BANK, LTD, a bank of the Group, in 2015, and thereafter served as General Manager of the IT Strategy
Division. After taking office as executive officer in 2018, she served as General Manager of the IT Strategy Division
and General Manager of the Corporate Risk Management Division, and has accumulated experience in business
operations.
The Company nominates her as a candidate for director who is a substitute Audit and Supervisory Committee
member as she has been judged to be a person who can contribute to the Company’s management from her
experience, capability, personality and knowledge.

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(Notes) 1.
2.

3.

There are banking transactions between Ms. Tomoko Ito and the Group. However, they are ordinarybanking transactions and there is no special interest between Ms. Tomoko Ito and the Group.
If the appointment of Ms. Tomoko Ito is approved and she assumes the office as Director who is an Audit
and Supervisory Committee member, the Company will enter into an agreement with her pursuant to Article
427, Paragraph 1 of the Companies Act to limit her liabilities to the minimum liability amount stipulated in
Article 425, Paragraph 1 of the Act when she is in good faith and without gross negligence in performing
duties as non-executive director.
The Company has entered into a directors and officers liability insurance contract with an insurancecompany under which all of the directors and executive officers of the Company and its subsidiaries are theinsured, as provided for in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract
covers compensation for damages (damages under laws and litigation costs) incurred by the insured due to aclaim for damages filed for an act (or omission) of the insured in his or her duties. The Company bears theentire amount of the premium for the insurance contract. Meanwhile, as a measure to ensure that the insured
should not be demotivated to appropriately execute his or her duties, the insurance contract does not covercompensation for damages arising from an event where the insured has unlawfully received personal benefit
or advantage, or arising from a criminal act of the insured or any act etc. performed by the insured while heor she is aware that such act etc. constitutes a violation of laws and regulations. If the appointment of Ms.
Tomoko Ito is approved and she assumes the office as Director who is an Audit and Supervisory Committee
member, she will be the insured party covered by the said insurance contract and the Company intends torenew the contract during her term of office.

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Proposal No. 6: Introduction of a Stock-based Remuneration System and Revision of the Amount of
Remuneration etc. of Directors (excluding those who are Audit and Supervisory Committee members)
1. Reasons for the proposal and the Company considering the proposal appropriate
The Company hereby proposes for approval that a new stock-based remuneration system “Stock Benefit
Trust” (hereinafter “the System”) be introduced for Directors of the Company (excluding those who are
Audit and Supervisory Committee members).
The introduction of the System is intended to make the remuneration of Directors and the market value of
the Company more closely linked and further enhance the motivation of Directors to contribute to themedium- to long-term improvement of the corporate value of the Company. In view of this purpose, theCompany considers the specifics of this proposal concerning the introduction of the System (item 3
below) appropriate. The Company will entrust the Board of Directors to decide the details of the System
within the framework set forth in item 3 below, considering reports issued by the Nomination andRemuneration Advisory Committee.
In addition, the Company hereby proposes that as the amount of the stock-based remuneration provided
under the System will be calculated for each fiscal year, the limit on the total amount of remuneration etc.
of Directors (excluding those who are Audit and Supervisory Committee members) that was approved at
the General Meeting of Shareholders of June 29, 2017 be revised, upon the introduction of the System,from a monthly to an annual basis and that within the limit, the “Fixed Price Remuneration (cashremuneration),” which has been paid on a monthly basis, and the new stock-based remuneration beprovided for Directors of the Company (excluding those who are Audit and Supervisory Committee
members).
The Company also considers the specifics of this proposal concerning the revision of the amount of
remuneration etc. (item 2 below) appropriate as the annualized amount of the limit on a monthly basis
before the revision is equal to the amount of the limit on an annual basis after the revision, as set forth initem 2 below.
Subject to the approval of this proposal, the Board of Directors plans to resolve a partial amendment to
the policy concerning the determination of the specifics of the remuneration etc. of each individual
Director of the Company at the first Board of Directors meeting to be held after the conclusion of thisAnnual General Meeting of Shareholders. The draft policy which, subject to the approval of this proposal,
will be resolved by the Board of Directors is indicated at the end of these Reference Materials.
If Proposal No. 3, “Election of 5 Directors (excluding those who are Audit and Supervisory Committee
members),” is approved as originally proposed, the number of Directors (excluding those who are Audit
and Supervisory Committee members) receiving the “Fixed Price Remuneration (cash remuneration)” andthe number of Directors (excluding those who are Audit and Supervisory Committee members) receiving
remuneration etc. under the System (stock-based remuneration) will each be equal to 5.
The Audit and Supervisory Committee has stated that it has no objection to this proposal.

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2. Revision of the amount of remuneration etc. of Directors (excluding those who are Audit andSupervisory Committee members)
The Company hereby proposes that upon the introduction of the System, the limit on the total amount of
remuneration etc. of Directors (excluding those who are Audit and Supervisory Committee members) be
revised from a monthly basis (of not more than 25 million yen per month) to an annual basis and that the
total amount of the remuneration etc. comprising the “Fixed Price Remuneration (cash remuneration),”which is paid on a monthly basis, and the stock-based remuneration shall not exceed 300 million yen per
year; provided, that the total amount of the remuneration etc. after this revision shall not include thesalaries paid to Directors who are also employees for their services as employees and that, unlessotherwise provided for in this proposal, the Board of Directors be entrusted to decide the timing ofprovision and distribution, etc. of the remuneration etc.
3. Specifics of the remuneration etc. to be provided under the Stock-Based Remuneration System(1) Summary of the System
Under the System, shares of common stock of the Company (hereinafter “Company Shares”) are
acquired through a trust (the trust established under the System shall be hereinafter referred to as “theTrust”) by using cash contributed by the Company as funds. The Company Shares and the amount ofcash that is equivalent to the market value of the Company Shares (hereinafter collectively “theCompany Shares Etc.”) are provided through the Trust to the Directors (excluding those who are
Audit and Supervisory Committee members; the same shall apply in this item) in accordance with
the Director Stock Benefit Rules established by the Company; provided that in principle, the timingof the provision of the Company Shares Etc. to the Directors is when they retire from their position
as Directors.
(2) Persons eligible for the System
Directors (excluding those who are Audit and Supervisory Committee members)(3) Term of trust
The term of trust shall be from August 2022 (scheduled) to the time of termination of the Trust(provided that any specific expiry date of the term of trust of the Trust shall not be determined andthat the Trust shall continue to exist as long as the System continues; provided, however, that theTrust shall terminate, as set forth in item (10) below, in the event of the delisting of the Company
Shares, the abolition of the Director Stock Benefit Rules, etc.).
(4) Amount of trust
Subject to the approval of this proposal, the Company shall introduce the System for the three fiscal
years of the fiscal year ending March 31, 2023 to the fiscal year ending March 31, 2025 (hereinafter
these three fiscal years shall be referred to as “the Initial Period,” and the Initial Period and each of
the three fiscal year periods ensuing the Initial Period as “the Period”) and each of the Periods
thereafter, and shall contribute the following cash to the Trust as funds to be used by the Trust for
acquiring Company Shares to provide the Company Shares Etc. for Directors.
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The Company shall, at the time of establishment of the Trust (scheduled for August 2022), contributea maximum of 90 million yen in cash to the Trust as funds to be used for the Initial Period.
The Company shall additionally contribute a maximum of 90 million yen in cash for, in principle,
each of the Periods ensuing the Initial Period until the termination of the System; provided that foreach such additional contribution, if any Company Shares (excluding the Company Shares to beprovide for Directors in proportion to the points granted to Directors for each of the preceding
Periods) or cash remains in the trust property of the Trust (hereinafter collectively “the Remaining
Shares Etc.”), the sum of the amount of the Remaining Shares Etc. (of which the amount of thoseCompany Shares shall be the market value as of the last day of the immediately preceding Period)
and the amount of the additional contribution shall not exceed 90 million yen.
(Note) The actual amount of the cash contributed by the Company to the Trust will be the sum of theabove funds for acquiring shares and the estimated amount of necessary expenses, such as trust fees.
(5) The process of the acquisition of Company Shares by the Trust and the number of shares to beacquired
The Trust shall acquire Company Shares either by purchasing them from the stock exchange or by
subscribing for treasury shares offered by the Company, and use the cash contributed as set forth initem (4) above as funds for the acquisition.
As the points to be granted to Directors for each fiscal year shall not exceed 42,000 points in total as
set forth in item (6) below, the number of Company Shares to be acquired by the Trust for each
Period will not exceed 126,000 shares, which is equivalent to the limit on the points for each fiscal
year multiplied by 3, the number of years included in each Period. The limit on the total points andthe limit on the number of Company Shares to be acquired have been determined in view of the limiton the contribution to the Trust set forth in item (4) above.
Details of any acquisition of Company Shares by the Trust will be disclosed in a timely andappropriate manner.
(6) The limit on the number of Company Shares Etc. to be provided for Directors
Directors shall be granted points based on their respective duty for each fiscal year in accordancewith the Director Stock Benefit Rules; provided that the points to be granted to Directors for eachfiscal year shall not exceed 42,000 points in total. The Company considers this limit appropriate as it
has been determined in view of the level of the market price of Company Shares, the level of
remuneration of eligible Directors etc., the trend in and the outlook for the number of eligible
Directors, etc. as a whole.
In providing the Company Shares Etc. as set forth in item (7) below, the number of points granted to
Directors shall be converted into the number of Company Shares at the ratio of one point to one
share (provided that if, after this proposal is approved, share split, share allotment without
contribution, consolidation of shares , etc. is carried out for Company Shares, reasonable adjustments
shall be made, based on the ratio etc. applied thereto, to the limit on the points to be granted, thepoints that have been granted, or the ratio for converting the number of points into the number of
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Company Shares).
The number of Company Shares that is equivalent to the limit on the points to be granted to
Directors for each fiscal year (42,000 shares) accounts for approximately 0.03% of the total numberof the shares outstanding (as of March 31, 2022) less the number of treasury shares.
The points to be used as the base in providing the Company Shares Etc. for each Director as set forthin item (7) below shall be, in principle, the points that will have been granted to the Director by thetime of his or her retirement as a Director (hereinafter “the Definite Points”).
(7) Provision of the Company Shares Etc. and the process of determining the amount of remuneration
etc.
If a retired Director meets the requirements for the beneficiary provided for in the Director Stock
Benefit Rules, such Director shall be entitled to, in principle, receive from the Trust, after retirement,
the provision of the number of Company Shares that is equivalent to the Definite Points determined
as set forth in item (6) above, by completing a designated procedure for determining the eligibility as
the beneficiary; provided, however, that if relevant requirements provided for in the Director Stock
Benefit Rules are met, such Director shall, with respect to 30% of the Definite Points, receive theprovision of the amount of cash that is equivalent to the market value of the corresponding number ofCompany Shares instead of the provision of Company Shares. The Trust may sell Company Sharesto provide the cash for such Director.
The amount of remuneration etc. to be received by each individual Director shall be based on theamount that is obtained by multiplying the total points to be granted to each individual Director by
the book value per share of the Company Shares held by the Trust at the time of granting the points(provided that if share split, consolidation of shares, etc. is carried out for Company Shares,
reasonable adjustments shall be made based on the ratio etc. applied to such share split, consolidationof shares, etc.). The Company shall, under the System, limit the amount of remuneration etc. to bereceived by Directors, which is the sum of the amount calculated by this method and the amount of
the “Fixed Price Remuneration (cash remuneration)” paid on a monthly basis, to a maximum of 300
million yen per year, the amount proposed in item 2 above for approval.
(8) Exercise of voting rights
Based on an instruction from a trust administrator, none of the voting rights pertaining to theCompany Shares on the account of the Trust shall be exercised, in order to ensure neutrality about
the management of the Company.
(9) Handling of dividends
Dividends pertaining to the Company Shares on the account of the Trust shall be received by theTrust and be appropriated for the payment for the acquisition of Company Shares by the Trust, trust
fees paid to the trustee, etc.; provided that if the Trust terminates, the dividends etc. remaining in the
Trust shall be prorated and provided for each of the then incumbent Directors in proportion to thepoints held by each of the Directors in accordance with the provisions of the Director Stock Benefit
Rules.
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(10) Handling of trust property in case of the termination of the Trust
The Trust shall terminate in the event of the delisting of the Company Shares, the abolition of the
Director Stock Benefit Rules, etc.
The Company plans to acquire, free of charge, all Company Shares in the property of the Trust
remaining at the time of the termination of the Trust and thereafter cancel the same subject to a
resolution of the Board of Directors. Cash in the property of the Trust remaining at the time of thetermination of the Trust, less the cash provided for Directors as set forth in item (9) above, shall be
provided for the Company.
(11) Other specifics of the System
Other specifics of the System shall be determined by the Board of Directors when the Trust isestablished, the trust agreement is revised or an additional contribution to the Trust is made.

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<Reference>
Subject to the approval of this proposal, the Board of Directors plans to resolve the following draft policy
at the first Board of Directors meeting to be held after the conclusion of this Annual General Meeting of
Shareholders.
[Draft policy concerning the determination of specifics of remuneration etc. for each individual
Director]
In order to ensure objectivity and transparency about the determination of remuneration etc. for Directors(excluding those who are Audit and Supervisory Committee members; the same shall apply in thispolicy), the Company has established the Nomination and Remuneration Advisory Committee, themajority of the members of which comprises outside directors of the Company and its consolidated
subsidiaries.
Remuneration of Directors shall comprise the “Fixed Price Remuneration,” which shall be paid on amonthly basis, and the “Stock-Based Remuneration,” which is provided with the aim of incentivizing
Directors to improve corporate value over the medium- to long-term, and the total amount of the
remuneration etc. shall be not more than 300 million yen per year, as approved at the General Meeting of
Shareholders of June 29, 2022.
i) Fixed Price Remuneration (cash remuneration)
The amount of the remuneration etc. for each individual Director shall be determined according to theduty of the Director by a resolution of the Board of Directors and in consideration of reports from theNomination and Remuneration Advisory Committee, and shall be paid on a monthly basis.
ii) Stock-Based Remuneration (non-cash remuneration)
With respect to the Stock-Based Remuneration, each individual Director shall, at a designated time ofeach fiscal year, be granted points determined according to the duty of the Director (with one point
corresponding to one share) based on the Director Stock Benefit Regulations established by theCompany and shall, at the time of retirement, be provided with the number of Company Shares that
corresponds to the cumulative number of those points granted to the Director (if the Director retires atthe expiration of his or her term of office, 30% of those Company Shares shall be replaced by theamount of cash that is equivalent to the market value of that 30% of those Company Shares). The
Stock-Based Remuneration shall be determined so as to account for approximately 10% of the total
amount of the remuneration etc., which is the sum of the Fixed Price Remuneration (cashremuneration) and the Stock-Based Remuneration.

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