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 7, 2021
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 5TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 5th 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.
Lately, the number of people infected with the COVID-19 variant has been increasing,which is considered to be more infections than conventional types. 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. as much as possible and refrain from attending the meeting in personon the day. Especially, we strongly request elderly people and those with underlying disease
to refrain from attending the meeting in person.
1. Date and Time:

Tuesday, June 29, 2021 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 5th Fiscal Year (from April 1, 2020 to
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March 31, 2021) 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
5th Fiscal Year (from April 1, 2020 to March 31, 2021)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of 5 Directors (excluding those who are Audit andSupervisory Committee members)
Proposal No. 3: Election of 2 Directors who are Audit and Supervisory
Committee members

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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 Monday, June 28, 2021 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 Monday, June 28, 2021 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:
Tuesday, June 29, 2021 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 5th 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 amountthereof15 yen per share of common stock
The total amount dividends 2,222,619,315 yen
Furthermore, as 15 yen were paid per share as an interim dividend during this fiscal period,
annual dividends will amount to 30 yen per share.
3. Effective date of the distribution of surplus
June 30, 2021

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Proposal No. 2: Election of 5 Directors (excluding those who are Audit and Supervisory Committee
members)
The terms of office of all of the 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 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)[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
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 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)[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
(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 The Fukuoka Chamber of Commerce and Industry
Vice Chairman of Fukuoka Association of Corporate Executives

Number of shares of
the Company held

28,200 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.

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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,
In charge of the Compliance & Risk
Management Division, Deputy in charge of the
Corporate Planning Division, the Company(current position)
Jun. 2018
Executive Director, the Bank
Jun. 2020
Executive Director
Head of Tokyo Headquarters
In charge of the Corporate Planning Division,
the Corporate Risk Management Division andthe International Business Division, the Bank
(current position)(Significant concurrent positions)Executive Director, THE NISHI-NIPPON CITY BANK, LTD.
Audit and Supervisory Committee member, Showa Manufacturing Co.,
Ltd.

Number of shares of
the Company held

5,200 shares[Reasons for nomination as a candidate for director]
Mr. Hideyuki Murakami served as General Manager of Hakataeki Higashi Branch, General Manager of the Human
Resources Division and General Manager of the Corporate Planning Division at THE NISHI-NIPPON CITY BANK,
LTD, a bank of the Group. Since taking office as director in 2014 at the Bank, he has been in charge of the bank’s
core operations, such as the Head of Tokyo Headquarters, the Internal Audit Division, the Corporate Planning
Division, the Corporate Risk Management & Compliance Division, the Corporate Risk Management Division, theCompliance Risk Supervisory Division, the Treasury & Portfolio Investment Division, the Treasury & Securities
Transaction Division and the International Business Division. 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.

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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
General Manager of Executive Secretariat, theBank
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
In charge of the Corporate Planning Division,
the Company
Apr. 2021
Deputy President (Representative Director)
In charge of the Corporate Administration
Division, the Internal Audit Division, thePublic Relations Division, the Executive
Secretariat and the Human Resources Division,
the Bank (current position)
Apr. 2021
Director
In charge of the Internal Audit Division, theCorporate Planning Division and the Group
Strategy 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

15,470 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.

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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)[New appointment]

5

Joined NISHI-NIPPON BANK (currently,
THE NISHI-NIPPON CITY BANK, LTD.)(the “Bank”)
May 2014
General Manager of the Corporate Planning
Division, 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
Managing Director
General Manager of the Corporate Planning
Division, the Bank
Jun. 2020
Managing Director, the Bank
Jun. 2020
Executive Officer
Deputy in charge of the Corporate Planning
Division, the Company (current position)
Apr. 2021
Managing Director
In charge of the Corporate Planning Division,
the Treasury & Portfolio Investment Division,
the Treasury & Securities Transaction Divisionand the Corporate Administration Division,
the Bank (current position)(Significant concurrent positions)Managing Director, THE NISHI-NIPPON CITY BANK, 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, and has accumulated experience in business
operations. Additionally, he was appointed executive officer of the Company in 2020 after serving as General
Manager of the Corporate Planning Division from October 2016 and is familiar with corporate planning. The
Company nominates him as a candidate for director as he has been judged to be qualified as director bycomprehensively assessing his experience, capability, personality and knowledge.

(Notes) 1.
2.
3.

There is no special interest between each candidate for director and the Company.
Mr. Takashige Honda is a new director candidate.
The Company has entered into a directors and officers liability insurance contract under which all of thedirectors are the insured parties. The said insurance contract covers damages that may arise from the insured
directors assuming responsibilities concerning the execution of their duties or receiving claims made againstthem pertaining to the pursuit of such responsibilities. If the appointment of each candidate as director isapproved, they will be the insured parties covered by the said insurance contract and the Company intends
to renew the contract during their terms of office.

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Proposal No. 3: Election of 2 Directors who are Audit and Supervisory Committee members
The term of office of Mr. Toshio Sakemi, Director who is an Audit and Supervisory Committee member,will expire and Mr. Hirohiko Okumura, Director who is an Audit and Supervisory Committee member,will resign 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. 1975

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

1

OutsideIndependent Director

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

Number of shares of
the Company held

0 shares
Attendance at themeeting of the Boardof Directors: 92.3 %(12 times/13 times)
Attendance at themeeting of the Audit
and Supervisory
Committee: 87.5%(7 times/ 8 times)[Reasons for nomination as a candidate for outside director who is an Audit and Supervisory Committee member andexpected roles]
Mr. Toshio Sakemi has considerable experience and extensive knowledge as a corporate manager. The Company
nominates him as a candidate for outside director who is an Audit and Supervisory Committee member in the
expectation that he will contribute to strengthening the supervisory function.

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No.

Name
(Date of birth)

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

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

Independent Director

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

Number of shares of
the Company held

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

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(Notes) 1.

There are banking transactions between Mr. Toshio Sakemi and Mr. Chiharu Kubo, and the Group.
However, they are ordinary banking transactions and there is no special interest between these candidates
and the Group.
2. There are ordinary banking transactions between the Group and SAIBU GAS HOLDINGS CO., LTD. andHiroshima Gas Co. Ltd., of which Mr. Toshio Sakemi, a candidate for director who is an Audit andSupervisory Committee member, serves as officer. However, concerning each of the 2 companies, the sales
from transactions with the Group accounts for less than 1% of the total sales, and the gross operating profit
gained from transactions with each of the 2 companies also accounts for less than 1% of the total grossoperating profit of the Company on a consolidated basis. There are no transactions between THE TORIGOE
CO.,LTD. and the Group.
3. There are ordinary banking transactions between Nakamura Gakuen University, of which Mr. Chiharu Kubo,
a candidate for director who is an Audit and Supervisory Committee member, serves as President andKyushu University, of which he served as President, and the Group. However, concerning each of the 2universities, the sales from transactions with the Group accounts for less than 1% of the total sales, and thegross operating profit from transactions with each of the 2 universities also accounts for less than 1% of thetotal gross operating profit of the Company on a consolidated basis.
4. Mr. Toshio Sakemi and Mr. Chiharu Kubo are candidates for outside directors who are Audit andSupervisory Committee members.
5. Some employees of Kyudenko Corporation, where Mr. Toshio Sakemi served as Outside Corporate Auditor,
were prosecuted and convicted in March and April 2019 in connection with the construction work of anight-soil treatment plant ordered by Chikujomachi, Fukuoka Prefecture in 2016.
Although Mr. Sakemi had not been aware of the incident beforehand, he had been giving recommendations
as necessary concerning the importance of compliance and thorough legal compliance on a regular basis.
After having become aware of the fact, he requested an investigation on the facts and offered opinions on
how to further enhance the compliance system of the corporate group as a whole and promote complianceactivities as well as to prevent a recurrence of such incident, thereby fully performing his duties.
6. Mr. Chiharu Kubo has not been directly involved in corporate management. Nevertheless, the Company
believes that he has the capabilities to appropriately execute duties as outside director who is an Audit andSupervisory Committee member, because he has expertise as a doctor and a university professor as well as
extensive experience and comprehensive knowledge as a university manager.
7. The term of office of Mr. Toshio Sakemi as outside director will have been two (2) years at the conclusionof this Annual General Meeting of Shareholders.
8. Mr. Chiharu Kubo is a new director candidate.
9. The Company has already entered into an agreement with Mr.Toshio Sakemi, 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. In addition, if this
proposal is approved as originally proposed, the Company plans to continue the same agreement to limit
liabilities with him.
10. If the appointment of Mr. Chiharu Kubo as Director who is an Audit and Supervisory Committee member isapproved, the Company will enter into an agreement with him pursuant to Article 427, Paragraph 1 of theCompanies Act to limit his liabilities to the minimum liability amount stipulated in Article 425, Paragraph 1of the Act when he is in good faith and without gross negligence in performing duties as non-executive
director.
11. The Company has entered into a directors and officers liability insurance contract under which all of thedirectors are the insured parties. The said insurance contract covers damages that may arise from the insured
directors assuming responsibilities concerning the execution of their duties or receiving claims made againstthem pertaining to the pursuit of such responsibilities. If the appointment of each candidate as director isapproved, they will be the insured parties covered by the said insurance contract and the Company intends
to renew the contract during their terms of office.
12. Mr. Toshio Sakemi is an Outside Director as stipulated in Article 2, Item 15 of the Companies Act. He has
been registered as Independent Director with the Tokyo Stock Exchange and the Fukuoka Stock Exchange.
13. If the appointment of Mr. Chiharu Kubo as Director who is an Audit and Supervisory Committee member isapproved, the Company intends to register him as Independent Director with the Tokyo Stock Exchange andthe Fukuoka Stock Exchange.

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