This document has been translated from the Japanese-language original for reference purposes
only. While this English translation is believed to be generally accurate, it is subject to, andqualified by, in its entirety, the Japanese-language original. Such Japanese-language original
shall be the controlling document for all purposes.
[Translation](Stock Exchange Code 7327)
May 31, 2023
(Date of commencement of electronic provision measures: May 17, 2023)
To Shareholders with Voting Rights:
Michiro Ueguri
President and Representative Director
Daishi Hokuetsu Financial Group, Inc.
1071-1 Higashiborimae-dori 7-bancho, Chuo-ku,
Niigata, Niigata, JapanNOTICE OF CONVOCATION OF
THE 5TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 5th Annual General Meeting of Shareholders of Daishi
Hokuetsu Financial Group, Inc. (the “Company”) will be held for the purposes described below.
When convening this general meeting of shareholders, the Company has taken measures forelectronically providing information and has posted the matters subject to the electronic provision
measures on the websites of the Company and the Tokyo Stock Exchange on the Internet. You arekindly requested to access the following websites to view the information.
https://www.dhfg.co.jp/english/[The Company website]

Please access the website above, and then click on “Shareholders’Meeting” to find the information.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show[The Tokyo Stock
Exchange website](Listed Company Search)

Please access the website above, and then enter the Company’s name orstock exchange code (7327), and click on “Search,” “Basic information,”and “Documents for public inspection/PR information” in this order to findthe information.

If you are unable to attend the meeting, you can exercise your voting rights in advance via theInternet, etc. or in writing. Please review the attached Reference Documents for the General Meetingof Shareholders and exercise your voting rights by 5:20 p.m. on Monday, June 26, 2023, Japan
time.

1

1. Date andTime:

Tuesday, June 27, 2023, at 10 a.m. Japan time
(The reception begins at 9 a.m.)

2. Place:

Daishi Hokuetsu Hall on the second floor of Daishi Hokuetsu Bank, Ltd.’s head
office located at 1071-1, Higashiborimae-dori, 7-bancho, Chuo-ku, Niigata, Japan(Please refer to the “Location of General Meeting of Shareholders” attached at theend of this document (Japanese version only).)

3. Agenda:
Matters to be The Business Report, and the Consolidated Financial Statements and Nonreported: consolidated Financial Statements for the Company’s 5th Fiscal Year (April 1,

2022–March 31, 2023) and results of audits by the Accounting Auditor and the
Audit & Supervisory Committee of the Consolidated Financial Statements
Proposals to Proposal 1: Election of Eight (8) Directors Not Serving as Audit & Supervisory
Committee Members
be resolved:
Proposal 2: Election of Two (2) Directors Serving as Audit & Supervisory
Committee Members

4. Instructions for the Exercise of Voting Rights(1) Methods for the exercise of voting rights
You can exercise your voting rights by three methods: attending the meeting in person,
using the Internet, etc., and mailing the Voting Rights Exercise Form.
(2) Handling of duplicate votes
If you have exercised your voting rights both by the Voting Rights Exercise Form and via
the Internet, etc., the vote exercised via the Internet shall be deemed effective.
If you have exercised your voting rights more than once via the Internet, etc., only the lastvote shall be deemed effective.
(3) Handling of diverse exercise
If you wish to make a diverse exercise of your voting rights, please notify the Company ofyour intention of making a diverse exercise of your voting rights and the reasons thereof by
three (3) days prior to the General Meeting of Shareholders.
(4) Exercise of voting rights by proxyIf you are unable to attend the meeting, you may exercise your voting rights by proxy. Suchproxy must be a shareholder of the Company who holds voting rights and will be required tosubmit a document certifying the authority as proxy.
End2

[Note on the Delivery of Paper-based Materials for the General Meeting of Shareholders]
In response to the system for providing materials for the general meeting of shareholders in electronic format that came into
effect in September 2022 as a result of the amendment to the Companies Act, the Company has announced that starting from this
General Meeting of Shareholders, materials for the General Meeting of Shareholders will be posted on the Company website anda “simple convocation notice” will be sent to shareholders who have not made a request for delivery of documents (“request fordelivery for documents”).
However, in consideration of the fact that there have been some “requests for delivery of documents” after the “deadline forrequests for delivery of documents (March 31, 2023)” for this General Meeting of Shareholders and this is the first year of thecommencement of the electronic provision system, for this General Meeting of Shareholders, we have sent all the shareholders
the documents to be delivered to shareholders who have made a “request for delivery of documents.”
For the next Annual General Meeting of Shareholders and beyond, the Company will make a decision on the content ofmaterials for the General Meeting of Shareholders to be delivered, while comprehensively taking into consideration the reductionof global environmental burden by saving paper resources, and other factors.
● Among the matters subject to the electronic provision measures, the following matters will not be provided in the paper copy toshareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and Article
15 of the Articles of Incorporation of the Company. Accordingly, the paper copy to be delivered to shareholders who made arequest for delivery of documents constitutes only part of the documents audited by the Audit & Supervisory Committee and the
Accounting Auditor in preparation of audit reports.
(i) “Matters concerning Share Acquisition Rights, etc.,” “Corporate Structure to Ensure Appropriate Business Operations,”“Matters concerning Specified Wholly-Owned Subsidiaries,” and “Matters concerning Dealings with Parent Company, etc.”
in the Business Report(ii) Consolidated Statement of Shareholders’ Equity and Notes to the Consolidated Financial Statements(iii) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial Statements● Should any amendments be made to the matters subject to the electronic provision measures, the Company will post the notice tothat effect with matters before and after the amendment on the Company website (https://www.dhfg.co.jp/english/) and the Tokyo
Stock Exchange website (Listed Company Search; https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show).

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal 1: Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members
The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit &Supervisory Committee Members; hereinafter the same applies within this proposal) will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to electeight (8) Directors.
The Company has established the Nomination and Remuneration Committee to ensure the opportunity toreceive appropriate involvement and advice from Outside Directors on important matters such as the election
and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is anadvisory body to the Board of Directors composed of eight (8) members: five (5) Outside Directors and three(3) Representative Directors). The appointment of the candidates for Director was decided based on the
deliberations and findings of this Committee.
This proposal was discussed by the Audit & Supervisory Committee, and there were no special matters tonote.
The candidates for Director are as follows:

No.

Name

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

Attendance at Meetingsof the Board of
Directors(5th term)

1

Fujio Namiki

Renomination

11/12 (91%)

2Michiro Ueguri

Renomination

3

Makoto Takahashi

Renomination

Director

12/12 (100%)

4

Ken Shibata

Renomination

Director

12/12 (100%)

5

Takayoshi Tanaka

Renomination

Director

12/12 (100%)6

Toshiyuki Maki

Renomination

Director

12/12 (100%)

7

Takashi Ishizaka

New nomination

Deputy General Manager,
Regional Revitalization
Headquarters

8

Tadanori Miyakoshi

New nomination

12/12 (100%)–

Note： The newly nominated candidates No. 7 to 8 are both Executive Officers of Daishi Hokuetsu Bank, Ltd.

4

–
–

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1975
August 1998
February 2000
February 2002
June 2004

1

Number ofshares of theCompany held

Joined The Daishi Bank, Ltd.
General Manager, Kashiwazaki Minami Office
General Manager, Business Development Division
General Manager, Tsubame Office
General Manager, Sanjo Office and General Manager,
Sanjo Minami Office
June 2005
Director, General Manager, Sanjo Office
June 2006
Director stationed in Joestsu/General Manager, Takada
OfficeApril 2007
Director and Executive Officer stationed in
Joetsu/General Manager, Takada Office
April 2008
Managing Director, General Manager in charge ofBusiness Promotion Division/Retail Business
Division/Financial Service Division/Customer
Consulting Office
June 2009Managing Director in charge of Business Promotion
Division/Retail Business Division/Financial Service
Division/Customer Consulting Office
July 2009Managing Director in charge of Business Promotion
Fujio Namiki
Division/Retail Business Division/Financial Service(June 20, 1951)
Division(Age: 72*)
9,200
June 2010
Managing Director in charge of Credit Supervision
Division/Loan Examination Division/Loan
Renomination
Administration Division
June 2011
Senior Managing Director in charge of Planning
Coordination Division/Credit Supervision
Division/Loan Examination Division/Loan
Administration Division/Tokyo Representative Office
June 2012
President, Chairman of Board of Directors in charge ofSupervision/Secretariat
October 2018
President and Representative Director, Chairman ofBoard of Directors, Supervision, the Company
February 2019 President, Chairman of Board of Directors in charge ofSupervision/Secretariat/Audit and Inspection Division,
The Daishi Bank, Ltd.
January 2021
President, Chairman of Board of Directors in charge ofSupervision/Secretariat/Audit and Inspection Division,
Daishi Hokuetsu Bank, Ltd.
April 2021
Chairman and Representative Director in charge ofSupervision/Audit and Inspection Division, theCompany (current position)
Director in charge of Supervision/Audit and Inspection
Division, Daishi Hokuetsu Bank, Ltd.
Years in service as Director: 4 years and 9 months*[Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in
June 2005, Mr. Fujio Namiki has supervised the divisions of business promotion, credit/loans, and management
planning, thereby accumulating considerable experience and broad knowledge. Having assumed the office ofthe bank’s Representative Director in June 2011, President in June 2012, the Company’s President andRepresentative Director since its establishment in October 2018, and the Company’s Chairman and
Representative Director since April 2021, he has adequately fulfilled his duties and responsibilities. He has
therefore been nominated as Director in the judgment that he will continue to be able to contribute to the
management of our Group.
[Significant concurrent position]
Outside Director, Broadcasting System of Niigata Inc.
*Effective on June 22, 2023, Mr. Fujio Namiki plans to retire from the office of Outside Director of Broadcasting
System of Niigata Inc. (to be renamed to BSN Media Holdings, Inc. effective on June 1, 2023).

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1986
April 2008
June 20092

Number ofshares of theCompany held

Joined The Daishi Bank, Ltd.
General Manager, Kashiwazaki Minami OfficeActing General Manager, Planning Coordination
Division
June 2012
General Manager, Planning Coordination Division
June 2015
General Manager, Tokyo Office, and Chief
Representative, Tokyo Representative Office
June 2016
Executive Officer, General Manager, Tokyo Office,and Chief Representative, Tokyo Representative
OfficeApril 2017
Executive Officer and General Manager, Group
Strategy Planning Division
June 2017
Director, Executive Officer and General Manager,
Group Strategy Planning Division
June 2018
Managing Director in charge of Planning Coordination
Division/Tokyo Representative Office
October 2018
Director in charge of Corporate Planning Division, theCompany
Michiro Ueguri
June
2019
Managing Director in charge of Planning Coordination(December 24,
Division/Tokyo Representative Office/General Affairs
1962)
4,500
Division/Human Resources Division, The Daishi(Age: 60*)
Bank, Ltd.
June 2020
Director in charge of Systems Administration
Renomination
Management Division and Business Planning
Division, the Company
Managing Director, General Manager, Operation
Headquarters, in charge of Administration
Management Division/System Planning
Division/Operation Centralization Division/Operation
Support Division, The Daishi Bank, Ltd.
January 2021
Director in charge of Business Planning Division, theCompany
Managing Director, General Manager, Business
Headquarters, Daishi Hokuetsu Bank, Ltd.
April 2021
President and Representative Director, Chairman ofBoard of Directors, Supervision, the Company (current
position)
President and Director, Chairman of Board of
Directors in charge of Supervision/Secretariat
Division, Daishi Hokuetsu Bank, Ltd. (current
position)
Years in service as Director: 4 years and 9 months*[Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in
June 2017, Mr. Michiro Ueguri has supervised the divisions of management planning, general affairs, humanresources, administration and sales, thereby accumulating considerable experience and broad knowledge. He
has served as Director of the Company since its establishment in October 2018, and was appointed President
and Representative Director of the Company and President and Director of Daishi Hokuetsu Bank, Ltd. in April
2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director
in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent positions]
President and CEO, Daishi Hokuetsu Bank, Ltd.
Outside Director, HOKURIKU GAS CO., LTD.
*Effective on June 22, 2023, Mr. Michiro Ueguri plans to assume the office of Outside Director of Broadcasting
System of Niigata Inc. (to be renamed to BSN Media Holdings, Inc. effective on June 1, 2023).

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
July 2008
July 2009
June 2011

3

Number ofshares of theCompany held

Joined The Hokuetsu Bank, Ltd.
Senior Manager, General Planning Division
General Manager, Gosen Branch
Deputy General Manager and Business Promotion
Manager, Business Supervision Division
July 2012
Senior Manager, Loan Division
June 2013
General Manager, Loan Division
June 2015
General Manager, Business Supervision Division
June 2017
Director, General Manager, General Planning
Division
June 2018
Managing Director, General Manager, General
Planning Division, Supervision of affiliates
October 2018
Director in charge of Consolidation Promotion
Division, the Company
April 2019
Managing Director in charge of General Planning
Division/Consolidation Promotion Division,
Supervision of affiliates, The Hokuetsu Bank, Ltd.
January 2021
Director in charge of Consolidation Promotion
Division/Systems Operation Administration
Division, the Company
Makoto Takahashi
Managing Director, General Manager,(February 23,
Operation Headquarters, in charge of
1962)
5,050
Operation Administration Division /System(Age: 61*)
Planning Division/Operation Centralization
Division/Operation Support Division, Daishi
Renomination
Hokuetsu Bank, Ltd.
April 2021
Director in charge of Regional Revitalization
Division /Systems Operation Administration
DivisionManaging Director, General Manager, Operation
Headquarters, in charge of Administration
Management Division/System Planning
Division/Operation Centralization
Division/Operation Support Division/Business
Headquarters, Daishi Hokuetsu Bank, Ltd.
June 2021
Director in charge of General Affairs Division/Systems Operation Administration Division, theCompany (current position)
Managing Director, General Manager, Operation
Headquarters, in charge of Administration
Management Division/System Planning
Division/Operation Centralization
Division/Operation Support Division/General
Affairs Division, Daishi Hokuetsu Bank, Ltd.
(current position)
Years in service as Director: 4 years and 9 months*[Reason for nomination as Director]
Since he assumed the office of Director of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in
June 2017, Mr. Makoto Takahashi has supervised the divisions of management planning and consolidation
promotion, thereby accumulating considerable experience and broad knowledge. Since the establishment of theCompany in October 2018, he has served as Director, and as Managing Director of Daishi Hokuetsu Bank, Ltd.
since January 2021, and has adequately fulfilled his duties and responsibilities. He has therefore been nominatedas Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.

7

No.

Name
(Date of birth)

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

Ken Shibata(January 19,
1967)(Age: 56*)January 2021

Renomination
4

April 2021

June 2021

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

Number ofshares of theCompany held

3,200

Years in service as Director: 3 years*[Reason for nomination as Director]
Mr. Ken Shibata assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.)in June 2018 and has supervised the divisions of corporate planning, risk management, securities operation,
thereby accumulating considerable experience and broad knowledge. He has served as Director of the Company
and Managing Director of Daishi Hokuetsu Bank, Ltd. since June 2020. He has adequately fulfilled his duties
and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue tobe able to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1987
February 2009
February 2011
June 2013
June 2015
June 2017
October 2018
June 2019

Takayoshi
Tanaka(June 15, 1963)(Age: 60*)
Renomination

5

June 2020

January 2021

June 2021

July 2021

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

Number ofshares of theCompany held

5,026

Years in service as Director: 2 years*[Reason for nomination as Director]
Mr. Takayoshi Tanaka assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu
Bank, Ltd.) in June 2019 and has supervised the Personnel Division, thereby accumulating considerable
experience and broad knowledge. He served as Senior Managing Executive Officer, General Manager, Head
Office Business Division of Daishi Hokuetsu Bank, Ltd. from January 2021 and as Director of the Company
and Managing Director and General Manager of the Head Office Business Division of the said bank since June
2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as
Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.

9

No.

Name
(Date of birth)

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

Toshiyuki Maki
(December 19,
1966)(Age: 56*)

June 2019
June 2019
June 2020

Renomination
January 2021
6

April 2021

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

June 2021

Number ofshares of theCompany held

900

Director, General Manager, Regional Revitalization
Headquarters and Regional Revitalization Division(current position)
Managing Director and General Manager, Business
Headquarters, in charge of Consulting Division andBusiness Development and Planning Division, Daishi
Hokuetsu Bank, Ltd. (current position)
Years in service as Director: 2 years*[Reason for nomination as Director]
Mr. Toshiyuki Maki assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu
Bank, Ltd.) in June 2019 and supervised the division of business promotion, thereby accumulating
considerable experience and broad knowledge. He has served as Senior Managing Executive Officer andGeneral Manager, Business Headquarters of Daishi Hokuetsu Bank, Ltd. from January 2021, and as Director
and General Manager of the Regional Revitalization Headquarters of the Company, and Managing Director
and General Manager, Business Headquarters of the said bank since June 2021. He has adequately fulfilled his
duties and responsibilities, and he has therefore been nominated as Director in the judgment that he willcontinue to be able to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1986
October 2007
June 2009
April 2011

Takashi Ishizaka(January 22,
1964)(Age 59*)
New nomination

7

April 2014
April 2015
June 2016
April 2017
October 2018
April 2019
June 2019
January 2021
June 2021

Joined The Hokuetsu Bank, Ltd.
General Manager, Yoshida Branch
General Manager, Ichinokido Branch
Deputy General Manager, Business Supervision
Division
General Manager, Niitsu Branch
Senior Manager, Loan Division
General Manager, Consulting Business Division
General Manager, Solution Business Division
General Manager in charge of Business Planning
Division, the Company
General Manager, Business Supervision Division,
The Hokuetsu Bank, Ltd.
Executive Officer, General Manager, BusinessSupervision Division
Executive Officer, Deputy General Manager,
Business Headquarters, Daishi Hokuetsu Bank, Ltd.
Deputy General Manager, Regional Revitalization
Headquarters, General Manager in charge ofRegional Revitalization Division, the Company(current position)
Executive Officer, Deputy General Manager,
Business Headquarters, and General Manager,
Business Development and Planning Division,
Daishi Hokuetsu Bank, Ltd. (current position)

Number ofshares of theCompany held

1,500

[Reason for nomination as Director]
After serving as General Manager at multiple branches of The Hokuetsu Bank, Ltd. (currently Daishi
Hokuetsu Bank, Ltd.), Mr. Takashi Ishizaka assumed the office of General Manager of Solution Business
Division, and Executive Officer and General Manager of Business Supervision Division, thereby
accumulating considerable experience and broad knowledge in the sales divisions. He served as Executive
Officer and Deputy General Manager of Business Headquarters, Daishi Hokuetsu Bank, Ltd. from January
2021 and has served as Deputy General Manager of Regional Revitalization Headquarters of the Company
since June 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been
nominated as Director in the judgment that he will be able to contribute to the management of our Group.
[Significant concurrent position]
Executive Officer, Deputy General Manager, Business Headquarters, and General Manager, Business
Development and Planning Division, Daishi Hokuetsu Bank, Ltd.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1984
April 2008
June 20098

Tadanori
Miyakoshi(February 12,
1962)(Age 61*)

April 2010
October 2011
April 2014
June 2017
April 2019
April 2019

New nomination

June 2019
January 2021
June 2021
September 2021

Joined The Hokuetsu Bank, Ltd.
Deputy General Manager, Market and Capital
Division
Deputy General Manager, Head Office Business
Division
General Manager, Raikoji Branch
General Manager, Shirone Branch
General Manager, Market and Capital Division
General Manager, Niigata Ekimae Branch
General Manager, Market and Capital Division
General Manager in charge of Corporate Planning
Division, the Company
Executive Officer, General Manager, Market andCapital Division, The Hokuetsu Bank, Ltd.
Executive Officer, Daishi Hokuetsu Bank, Ltd.
Executive Officer, General Manager, Tokyo Branch
Executive Officer, General Manager, Tokyo Branch
and Tokyo Chuo Branch (current position)

Number ofshares of theCompany held

750

[Reason for nomination as Director]
After serving as General Manager at multiple branches of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu
Bank, Ltd.), Mr. Tadanori Miyakoshi served as Executive Officer and General Manager of Market and Capital
Division, thereby accumulating considerable experience and broad knowledge in the securities management
divisions. He has served as Executive Officer of Daishi Hokuetsu Bank, Ltd. from January 2021 and as
Executive Officer and General Manager of Tokyo Branch of the said bank since June 2021. He has adequately
fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that hewill be able to contribute to the management of our Group.
[Significant concurrent position]
Executive Officer, General Manager, Tokyo Branch and Tokyo Chuo Branch* The age and the number of years in service as Director for the renominated candidates and the age of newly
nominated candidates are at the closing of this General Meeting Shareholders.
Notes: 1. There is no special interest between each candidate for Director and the Company.
2. The Company has concluded a directors and officers liability insurance contract based on Article 430,
Paragraph 3, Item 1 of the Companies Act with an insurance company to cover legal damages andlitigation expenses in the event that a claim for damages is made against the insured parties.
The insured parties under the insurance contract are Directors of the Company, Directors and Executive
Officers of the Company’s subsidiary bank. The insurance premiums are fully paid by the Company and its
subsidiary bank, in proportion to their respective number of insured parties. If this proposal is approved andpassed without alternation, then all candidates for the position of Director will be insured under the contract.
The Company intends to renew the directors and officers liability insurance contract under the same terms
when it comes due for renewal.

12Proposal 2: Election of Two (2) Directors Serving as Audit & Supervisory Committee Members
Of the six (6) current Directors serving as Audit & Supervisory Committee Members, Mr. Yutaka Kimura
will resign at the conclusion of this Annual General Meeting of Shareholders and the term of office of Mr.
Kunio Mori will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theCompany proposes to elect two (2) Directors serving as Audit & Supervisory Committee Members.
The Company has established the Nomination and Remuneration Committee to ensure the opportunity toreceive appropriate involvement and advice from Outside Directors on important matters such as the election
and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is anadvisory body to the Board of Directors composed of eight (8) members: five (5) Outside Directors and three(3) Representative Directors). The appointment of the candidates for Director was decided based on the
deliberations and findings of this Committee.
This proposal has been approved by the Audit & Supervisory Committee.
If Proposal 1 “Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members”
and this proposal are both approved and passed without alteration, then there will be five (5) independent
directors based on the regulations of the Tokyo Stock Exchange Inc., and more than one third of theCompany’s directors will be independent directors.
The candidate for Director serving as Audit & Supervisory Committee Member is as follows:

No.

Name

1

Takayoshi Konomura

New nomination

2

Kunio Mori

Renomination

Current position in the Company

Attendance at
Meetings ofthe Board of
Directors(5th term)––

Director (Audit & Supervisory
Committee Member) (Outside
Director)

12/12 (100%)

Note： The newly nominated candidate No. 1 is a Director (Audit & Supervisory Committee Member) of Daishi Hokuetsu Bank, Ltd.

13

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
June 2009
February 2011

1

Number ofshares of theCompany held

Joined The Daishi Bank, Ltd.
General Manager, Ryutsu Center Office
Deputy General Manager, Loan Examination
Division
Takayoshi
February 2014
General Manager, Credit Supervision Division
Konomura
June 2015
General Manager, Loan Examination Division(November 10,
June 2017
General Manager, Audit and Inspection Division
1962)
1,900
October
2018
GeneralManager, Audit and Inspection Division,(Age: 60*)
the Company
June
2020
Director (Audit and Supervisory Committee
New nomination
Member), The Daishi Bank, Ltd.
January 2021
Director (Audit and Supervisory Committee
Member), Daishi Hokuetsu Bank, Ltd. (current
position)[Reason for nomination as Director and summary of expected roles]
Mr. Takayoshi Konomura served as General Manager of an office and divisions of Credit Supervision, Loan
Examination, and Audit and Inspection of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.),
thereby accumulating considerable experience and broad knowledge in the divisions of risk management, andcredit and loans. He served as General Manager of Audit and Inspection Division of the Company from
October 2018 and as Director servicing as Audit and Supervisory Committee Member of The Daishi Bank,
Ltd. from June 2020, and has served as Director serving as Audit and Supervisory Committee Member ofDaishi Hokuetsu Bank, Ltd. since January 2021. He has adequately fulfilled his duties and responsibilities,
and he has therefore been nominated as Director serving as Audit & Supervisory Committee Member in the
judgment that he will be able to contribute to the enhancement of the effectiveness of our Group’s auditing
function as well as decision-making and supervisory functions of its Board of Directors.
[Significant concurrent position]
None*Mr. Takayoshi Konomura plans to resign as Director (Audit and Supervisory Committee Member) of Daishi
Hokuetsu Bank, Ltd. on June 20, 2023.

14

Name
(Date of birth)

Past experience, positions and responsibilities
April 1971
April 2005

Kunio Mori
(March 26,
1949)(Age: 74*)
Renomination
Independent

April 2008
April 2016
June 2018
June 2020
June 2021

Joined the Niigata Prefectural Government Office
General Manager, General Affairs Division, Niigata
Prefecture
Deputy Governor, Niigata Prefecture
Director, Niigata Industrial Creation Organization
Deputy Representative Director, The Economic
Research Institute for Northeast Asia
Outside Director, Bourbon Corporation (current
position)
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)

Number ofshares of theCompany held

200

Years in service as Director: 2 years*[Reason for nomination as Outside Director and summary of expected roles]
Mr. Kunio Mori has served as Outside Director serving as Audit and Supervisory Committee Member of the2Company since June 2021 and has adequately fulfilled his duties and responsibilities by utilizing his extensive
experience and broad knowledge from his involvement in regional administration, including eight years as
Deputy Governor of Niigata Prefecture. He has therefore been nominated as Outside Director in the judgmentthat he will continue to be able to contribute to the enhancement of the effectiveness of our Group’s auditing
function as well as decision-making and supervisory functions of its Board of Directors.
Although he has never been directly involved in corporate management other than as an outside officer, Mr.
Kunio Mori has been judged capable of adequately fulfilling his duties as Outside Director for the reasons
above.
[Significant concurrent positions]
Outside Director, Bourbon Corporation[Note on independence]
Mr. Kunio Mori satisfies the “Independence Criteria” (please see Reference 1 on Page 17) prescribed by theCompany.
Mr. Kunio Mori served as Deputy Governor of Niigata Prefecture, but he retired in March 2016.
The Group companies have normal transactions as well as transactions as designated financial institutions with
Niigata Prefecture, but the transactional amount for fiscal 2022 between Niigata Prefecture and the Group
companies accounts for less than 1% of the consolidated gross profits of the Company. Therefore, his
independence is not affected.
* The age and the number of years in service as Director for the renominated candidate and the age of newly
nominated candidate are at the closing of this General Meeting Shareholders.
Notes: 1. There is no special interest between each candidate for Director serving as Audit & Supervisory
Committee Member and the Company.
2. Mr. Kunio Mori is a candidate for Outside Director.
3. The Company has entered into a limited liability agreement pursuant to Article 423, Paragraph 1 of theCompanies Act with Mr. Kunio Mori. The maximum amount of liability in accordance with said agreement
shall be the minimum amount of liability stipulated in Article 425, Paragraph 1 of said Act. If therenomination of the candidate is approved and passed, the Company plans to continue the above limited
liability agreement with him.
4. The Company has concluded a directors and officers liability insurance contract based on Article 430,
Paragraph 3, Item 1 of the Companies Act with an insurance company to cover legal damages and litigation
expenses in the event that a claim for damages is made against the insured parties.
The insured parties under the insurance contract are Directors of the Company, Directors and Executive
Officers of the Company’s subsidiary bank. The insurance premiums are fully paid by the Company and its
subsidiary bank, in proportion to their respective number of insured parties. If this proposal is approved andpassed without alteration, then each of the candidates for Director serving as Audit & Supervisory Committee
Member will be insured under the contract.
The Company intends to renew the directors and officers liability insurance contract under the same terms
when it comes due for renewal.

15

5. The Company has designated Mr. Kunio Mori as an independent director in accordance with the regulationsof the Tokyo Stock Exchange Inc., and notified the exchange to that effect. If his renomination is approved
and passed, the Company plans to continue to designate him as independent director.
End

16

Reference 1
In addition to fulfilling the independence criteria established by the Tokyo Stock Exchange Inc. on theappointment of outside directors, the candidates must also satisfy the following “independence criteria.”
Independence Criteria
As a general rule, candidates for outside directors must not currently or recently*1 qualify in any of thefollowing requirements listed below.
(1) Major*2 customers of the Group or the executive officer of such customers;(2) Business operators whose major*2 customer is the Group, or the executive officer of such business
operators;(3) Those who are either consultants, financial experts or legal experts who receive large monetarysums*3 or other assets from the Group other than a director’s compensation (where the entity inreceipt of such assets are legal entities or any other associations, those who are affiliated to such
entities are also included);(4) Those who are in receipt of large sums*3 of donations from the Group or is the executive officer ofsuch entities;(5) Major shareholder*4 of the Group or executive officer of such shareholders; and(6) Relatives*6 of the following (excluding those who are considered to be not important*5)
A. Those who qualify under (1) to (5) above;
B. A director of the Group who is not an executive officer or an executive officer of a subsidiary.

Definitions:*1 “recent” means a situation that can substantially mean current where, for instance, it would apply inthe event of approving the resolutions at the Annual General Meeting of Shareholders where a newoutside director was appointed.
*2 “major” means recording more than 1% of the consolidated net proceeds (in the case of the Group,
consolidated gross profits) of the most recent fiscal year.
*3 “large sums” means more than 10 million yen per year for the average of the previous three years.
*4 “major shareholders” means a shareholding equity of more than 10%.
*5 “those who are considered to be not important” means those who do not hold positions as directors
or general managers of a company, and for individuals whose affiliations are with accounting or law
firms, those individuals who are not qualified as accountants or lawyers.
*6 “relatives” mean an individual’s spouse and relatives within a second degree of kinship.

17

Reference 2・ The Company has identified thirteen (13) items as knowledge, experience and ability the Board of
Directors need to be equipped with, consisting of nine (9) items common to ordinary corporations andfour (4) items special to the Company as a regional financial group.

Common to ordinary
corporations
Special to a regional
financial group

Knowledge, experience and ability to be equipped with
(1) Corporate management, (2) Management strategy and sustainability, (3) Risk
management, (4) HR management, (5) Sales, (6) Management theory, (7)Finance and accounting, (8) Legal affairs and (9) IT systems(10) Corporate audit, (11) Market operations, (12) System administration and(13) Regional administration

・ The fields in which the internal candidates for Director have experience, and the fields in which Outside
Directors (including candidates) are particularly expected to contribute, are shown below. The Board of
Directors as a whole has secured necessary skills for the Company to practice management theory andrealize the Medium-Term Management plan.
Fields in which the internal candidates for Director have experience(as a corporate officer or general manager)
(3)
(4)
(5)
(10)
(11)

(2)
Management
RiskHR
strategy andmanagement management
sustainability
Directors not serving as Audit & Supervisory Committee Members
Fujio Namiki●●[Renomination]
Michiro Ueguri●●[Renomination]
Makoto Takahashi●[Renomination]
Ken Shibata●●[Renomination]
Takayoshi Tanaka●[Renomination]
Toshiyuki Maki
[Renomination]
Takashi Ishizaka[New Nomination]
Tadanori Miyakoshi[New Nomination]
Directors serving as Audit & Supervisory Committee Members
Takayoshi Konomura●[New Nomination]
Toshizo Oda[Outside]Kazuaki Matsumoto[Outside]
Kunio Mori
[Renomination][Outside]
Tadashi Shirai[Outside]
Hiroyuki Kikuchi[Outside]
Name

18

Sales

Corporate
audit

●

●

Marketoperations

●
●

(12)
Systemadministration

●
●

●
●

●
●
●
●

Fields in which the Company’s Outside Directors (including candidates)
are particularly expected to contribute
Name
(1)
(6)
(7)
(8)
(9)
(13)
Corporate
Management
Finance andRegional
Legal affairs
IT systems
management
theoryaccounting
administration
Directors serving as Audit & Supervisory Committee Members
Takayoshi Konomura[New Nomination]
Toshizo Oda●[Outside]Kazuaki Matsumoto●[Outside]
Kunio Mori
[Renomination]●[Outside]
Tadashi Shirai●●[Outside]
Hiroyuki Kikuchi●[Outside]

Notes: 1. [Outside] indicates an Outside Director who fulfills the independence criteria established by the
Tokyo Stock Exchange Inc.
2. The table above does not represent all of the expertise possessed by the Company’s Outside
Directors.
3. Mr. Toshizo Oda, Mr. Kazuaki Matsumoto, Mr. Tadashi Shirai and Mr. Hiroyuki Kikuchi areincumbent Directors serving as Audit & Supervisory Committee Members.

19