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 29, 2020
To Shareholders with Voting Rights:
Fujio Namiki
President and Representative Director
Daishi Hokuetsu Financial Group, Inc.
2-14 Otedori 2-chome, Nagaoka, Niigata, JapanNOTICE OF CONVOCATION OF
THE 2ND 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 2nd Annual General Meeting of Shareholders of Daishi
Hokuetsu Financial Group, Inc. (the “Company”) will be held for the purposes described below.
Recently, as in the Japanese Government’s declaration of state of emergency and Niigata
Prefecture’s state of emergency measures, the government and prefectural governors have beenstrongly calling on citizens to refrain from going outside in order to prevent the spread of novel
coronavirus (COVID-19) infections. In response to the situation, we have decided, upon carefulconsideration, to hold the meeting with appropriate preventative measures in place. We would
appreciate your understanding that the number of seats available will be substantially reduced
accordingly.
For the meeting, we would like you to exercise your voting rights in advance in writing or via
the Internet, etc. as much as possible. Given that requests have been made to refrain from goingoutside, it is strongly recommended from the viewpoint of preventing the infection that you refrainfrom coming to the meeting on the day regardless of health conditions.
Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:10 p.m. on Tuesday, June 23, 2020, Japan time.

1. Date andTime:
2. Place:

Wednesday, June 24, 2020, at 10 a.m. Japan time
(The reception begins at 9 a.m.)
Daishi Hall on the second floor of The Daishi 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).

13. Agenda:
Matters to be 1. The Business Report and the Consolidated Financial Statements for theCompany’s 2nd Fiscal Year (April 1, 2019-March 31, 2020) and results ofreported:
audits by the Accounting Auditor and the Audit & Supervisory Committee of
the Consolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 2nd Fiscal Year
(April 1, 2019-March 31, 2020)
Proposal
1: Election of Eight (8) Directors Not Serving as Audit & Supervisory
Proposals to
Committee Members
be resolved:
Proposal 2: Election of Five (5) Directors Serving as Audit & Supervisory
Committee Members● For further details on measures to prevent the infection of COVID-19, please refer to the attached document“Requests to Prevent Spread of COVID-19 Infection.” (The details will be posted on the Company’s website(https://www.dhfg.co.jp/).) Any changes to operations of the meeting will be updated on the website.

2

4. Instructions for the Exercise of Voting Rights(1) Methods for the exercise of voting rights
You can exercise your voting rights by three methods: attending the meeting in person, mailing the Voting
Rights Exercise Form or via the Internet, etc. For details, please see page 5~8.
(2) Handling of duplicate votes
If you have exercised your voting rights both by the Voting Rights Exercise Form and via the Internet, etc.,
the vote exercised via the Internet shall be deemed effective.
If you have exercised your voting rights more than once via the Internet, etc., only the last vote shall bedeemed effective.
(3) Handling of diverse exercise
If you wish to make a diverse exercise of your voting rights, please notify the Company in writing of yourintention of making a diverse exercise of your voting rights and the reasons thereof by three (3) days prior to theGeneral Meeting of Shareholders.
(4) Exercise of voting rights by proxyIf you are unable to attend the meeting, you may exercise your voting rights by proxy. Such proxy must bea shareholder of the Company who holds voting rights and will be required to submit a document certifying theauthority as proxy.
(5) Disclosure via the Internet
Among the documents to be attached to this notice of convocation, the information listed in 1) to 3) below
is disclosed on our website (https://www.dhfg.co.jp/) and not included in the attached documents, pursuant to therelevant laws and regulations and the provision of Article 15 of the Company’s Articles of Incorporation.
1) “Note Concerning Share Options, etc.,” “Corporate Structure to Ensure Appropriate Business
Operations,” “Matters concerning Specified Wholly-Owned Subsidiaries,” “Matters concerning
Dealings with Parent Company, etc.,” and “Matters concerning Accounting Advisor” in the Business
Report2) Consolidated Statement of Shareholders’ Equity and Notes to the Consolidated Financial Statements
3) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial
Statements
The Business Report and the Non-consolidated and Consolidated Financial Statements that were audited by the
Audit & Supervisory Committee include the above 1) to 3) provided on our website, as well as those attached tothis notice of convocation. The Non-consolidated and Consolidated Financial Statements that were audited by the
Accounting Auditors include the above 2) and 3) provided on our website, as well as those attached to this noticeof convocation.
End● Should any amendments be made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements and the Consolidated Financial Statements, they will be posted on the Company’s website(https://www.dhfg.co.jp/).
● Matters disclosed via the Internet are available in a printed version (Japanese only). If you wish to receive the documents by mail, pleasecall the head office at 025-224-7111.
These documents are also available at the reception desk on the day of the meeting, so please let us know if you need the documents.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal 1: 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 enhance corporate
governance by ensuring the opportunity to receive 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 an advisory body to the Board of Directors
composed of six (6) members: four (4) Outside Directors and two (2) Representative Directors). The
appointment of the candidates for Director was decided based on the deliberations and findings of thisCommittee.
Although this proposal was discussed by the Audit & Supervisory Committee, there were no special
matters to note.
The candidates for Director are as follows:
No.

Name

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

Attendance at Meetingsof the Board of Directors

1

Katsuya Sato

Renomination

2

Fujio Namiki

Renomination

3

Satoshi Hasegawa

Renomination

Director

12/12 (100%)4Kazuyoshi Hirokawa

Renomination

Director

12/12 (100%)

5

Takuya Watanabe

Renomination

Director

12/12 (100%)

6

Makoto Takahashi

Renomination

Director

12/12 (100%)

7

Michiro Ueguri

Renomination

Director

12/12 (100%)

8

Ken Shibata

New nomination

General Manager, Business
Planning Division4

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

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1978
April 2001
April 2003
April 2006
June 2008
April 2010
June 2012
June 2013
Katsuya Sato
(July 8, 1955)

April 2014

Renomination
June 2015
1

July 2016

June 2017
October 2018

Joined The Hokuetsu Bank, Ltd.
General Manager, Koyo Branch
Deputy General Manager, Planning Division
General Manager, Aramachi Branch, General
Manager, Nagaoka-kita Branch
General Manager, Human Resources Division
General Manager, Loan Division
Director and General Manager, Loan Division
Managing Director in charge of Operation
Supervision Division/Market and Capital
DivisionManaging Director in charge of Operation
Supervision Division/Operation Support
Division/Market and Capital Division
Senior Managing Director in charge of Niigata
OfficeSenior Managing Director in charge of General
Planning Division/Human Resources
Division/Secretarial Office/Tokyo Office,Supervision of affiliates
President and CEO (current position)
Chairman and Representative Director,
Supervision, the Company (current position)

Number ofshares oftheCompany
held

4,400

[Reason for nomination as Director]
Since he assumed the office of Director of The Hokuetsu Bank, Ltd. in June 2012, Mr. Katsuya Sato
has supervised the divisions of loan, operation, securities operation, business planning, and humanresources, thereby accumulating considerable experience and broad knowledge. Having assumed theoffice of the bank’s Representative Director in June 2015, President and CEO in June 2017, and theCompany’s Chairman and Representative Director since its establishment in October 2018, he has
adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director in the
judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent positions]
President and CEO (Representative Director), The Hokuetsu Bank, Ltd.

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1975
August 1998
February 2000
February 2002
June 2004
June 2005
June 2006
April 2007
April 2008

June 2009
Fujio Namiki(June 20, 1951)
July 2009
Renomination
June 20102

June 2011

June 2012
October 2018

February 2019

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

Number ofshares oftheCompany
held

6,500

[Reason for nomination as Director]
Since he assumed the office of Director of The Daishi 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, and the Company’s
President and Representative Director since its establishment in October 2018, he has adequately
fulfilled his duties and responsibilities. He has therefore been nominated as Director in the
judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent positions]
President (Representative Director), The Daishi Bank, Ltd.
Outside Director, HOKURIKU GAS CO., LTD.
Outside Director, Broadcasting System of Niigata Inc.
6

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1977
February 1998
February 2000
June 2002
June 2004
June 2005
April 2007
April 2008

June 2008

June 2011
June 2012
Satoshi Hasegawa(July 7, 1953)
June 2015
Renomination

3

April 2017

June 2017

June 2018

October 2018
February 2019

Joined The Daishi Bank, Ltd.
General Manager, Shibata Nishi OfficeActing General Manager, Business
Development Division
General Manager, Itoigawa Office
General Manager, Kameda Office
General Manager, Nagaoka Office
Executive Officer and General Manager, Sanjo
OfficeExecutive Officer, General Manager, Head
Office Business Division, and Manager,
Niigata Airport Sub-officeDirector and Executive Officer, General
Manager, Head OfficeBusiness Division and Manager, Niigata
Airport Sub-office
Managing Director, Head of Nagaoka Area incharge of General Affairs Division
Managing Director in charge of Credit
Supervision Division/Loan Examination
Division/Loan Administration Division
Senior Managing Director in charge ofPlanning Coordination
Division/Personnel Division/Tokyo
Representative OfficeSenior Managing Director in charge of Group
Strategy Planning Division/Planning
Coordination Division/Personnel
Division/Tokyo Representative OfficeSenior Managing Director in charge of Group
Strategy Planning Division/Planning
Coordination Division/Tokyo Representative
OfficeDeputy President in charge of Audit andInspection Division/Risk Supervision
Division/Loan Examination Division
Director in charge of Risk Management
Division, the Company (current position)
Deputy President in charge of Risk
Supervision Division/Loan Examination
Division, The Daishi Bank, Ltd. (current
position)

Number ofshares oftheCompany
held

3,300

[Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. in June 2008, Mr. Satoshi
Hasegawa has supervised the divisions of general affairs, credit/loans, management planning,
personnel affairs, and risk management, thereby accumulating considerable experience and broad
knowledge. Having assumed the office of the bank’s Representative Director in June 2015 and theCompany’s Director since its establishment in October 2018, he has adequately fulfilled his duties
and responsibilities. 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 positions]
Deputy President (Representative Director), The Daishi Bank, Ltd.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1985
July 2008
July 2010
June 2012
June 2015
Kazuyoshi
Hirokawa(August 19,
1961)
Renomination
4

June 2017

June 2018

October 2018
April 2019

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

Number ofshares oftheCompany
held

2,500

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

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1980
February 2002
June 2003
June 2006
April 2008
June 2010
June 2014

June 2016
TakuyaWatanabe(September 7,
1956)

March 2017
June 2018

Renomination
5

October 2018
February 2019

June 2019

Joined The Daishi Bank, Ltd.
General Manager, Horinouchi OfficeActing General Manager, Planning
Coordination Division
Personnel Officer
General Manager, Treasury and CapitalMarkets Division
Executive Officer, General Manager, Treasury
and Capital Markets Division
Managing Director in charge of Treasury andCapital Markets Division and International
Division/General Affairs Division
Managing Director in charge of Treasury andCapital Markets Division and International
DivisionManaging Director in charge of Treasury andCapital Markets Division
Senior Managing Director, General Manager,
Business and Regional Revitalization
Headquarters, in charge of Business
Promotion Division/Consulting Promotion
Division
Director in charge of Business Planning
Division, the Company (current position)
Senior Managing Director, General Manager,
Business and Regional Revitalization
Headquarters, in charge of Business
Promotion Division/Consulting Promotion
Division/Treasury and Capital Markets
Division, The Daishi Bank, Ltd.
Senior Managing Director, General Manager,
Regional Revitalization Headquarters, incharge of Business Headquarters and Treasury
and Capital Markets Division, The Daishi
Bank, Ltd. (current position)

Number ofshares oftheCompany
held

3,200

[Reason for nomination as Director]
Mr. Takuya Watanabe assumed the office of The Daishi Bank, Ltd.’s Director in June 2014 andhas supervised the divisions of securities operation, international business, general affairs, andbusiness promotion, thereby accumulating considerable experience and broad knowledge. Having
assumed the office of the bank’s Representative Director in June 2018, and the Company’s
Director since its establishment in October 2018, he has appropriately fulfilled his duties andresponsibilities. 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]
Senior Managing Director (Representative Director), The Daishi Bank, Ltd.

9

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1985
July 2008
July 2009
June 2011

MakotoTakahashi(February 23,
1962)
Renomination
6

July 2012
June 2013
June 2015
June 2017
June 2018
October 2018
April 2019

Joined The Hokuetsu Bank, Ltd.
Senior Manager, General Planning Division
General Manager, Gosen Branch
Deputy General Manager and Business
Promotion Manager, Business Supervision
Division
Senior Manager, Loan Division
General Manager, Loan Division
General Manager, Business Supervision
Division
Director, General Manager, General Planning
DivisionManaging Director, General Manager, General
Planning Division, Supervision of affiliates
Director in charge of Consolidation Promotion
Division, the Company (current position)
Managing Director in charge of General
Planning Division/Consolidation Promotion
Division, Supervision of affiliates, The
Hokuetsu Bank, Ltd. (current position)

Number ofshares oftheCompany
held

2,050

[Reason for nomination as Director]
Since he assumed the office of The Hokuetsu Bank, Ltd.’s Director in June 2017, Mr. Makoto
Takahashi has supervised the divisions of management planning and consolidation promotion, andsince the establishment of the Company in October 2018, he has served as Director and has
adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director in
the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent positions]Managing Director, The Hokuetsu Bank, Ltd.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1986
April 2008
June 2009
June 2012
June 2015
June 2016

7

Michiro Ueguri(December 24,
1962)

April 2017

Renomination

June 2017
June 2018

October 2018
June 2019

Joined The Daishi Bank, Ltd.
General Manager, Kashiwazaki Minami
OfficeActing General Manager, Planning
Coordination Division
General Manager, Planning Coordination
Division
General Manager, Tokyo Office, and Chief
Representative, Tokyo Representative Office
Executive Officer, General Manager, Tokyo
Office, and Chief Representative, Tokyo
Representative Office
Executive Officer and General Manager,
Group Strategy Planning Division
Director, Executive Officer and General
Manager, Group Strategy Planning Division
Managing Director in charge of Planning
Coordination Division/Tokyo Representative
OfficeDirector in charge of Corporate Planning
Division, the Company (current position)
Managing Director in charge of Planning
Coordination Division/Tokyo Representative
Office/General Affairs Division/Human
Resources Division, The Daishi Bank, Ltd.
(current position)

Number ofshares oftheCompany
held

1,800

[Reason for nomination as Director]
Since he assumed the office of The Daishi Bank, Ltd.’s Director in June 2017, Mr. Michiro Ueguri
has supervised the divisions of management planning, general affairs and human resources, andsince its establishment in October 2018, he has served as Director of the Company. 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]Managing Director, The Daishi Bank, Ltd.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1989
February 2011
June 2012
Ken Shibata(January 19,
1967)
New nomination

8

June 2015
June 2018

October 2018

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(current position)
General Manager, Business Planning Division,
the Company (current position)

Number ofshares oftheCompany
held

1,200

[Reason for nomination as Director]
Mr. Ken Shibata assumed the office of The Daishi Bank, Ltd.’s General Manager of the Planning
Coordination Division in June 2015 and Director in June 2018, and since its establishment in October
2018, he has served as General Manager of the Business Planning Division of the Company. He has
adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in
the judgment that he will be able to contribute to the management of our Group.
[Significant concurrent positions]
Director and Executive Officer, General Manager, Planning Coordination Division, The Daishi Bank,
Ltd.
Notes: There is no special interest between each candidate for Director and the Company.

12Proposal 2: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members
The term of office of all of the five (5) current Directors serving as Audit & Supervisory Committee
Members will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theCompany proposes to elect five (5) Directors serving as Audit & Supervisory Committee Members.
The Company has established the Nomination and Remuneration Committee to enhance corporate
governance by ensuring the opportunity to receive 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 an advisory body to the Board of Directors
composed of six (6) members: four (4) Outside Directors and two (2) Representative Directors). The
appointment of the candidates for Director was decided based on the deliberations and findings of thisCommittee.
This proposal has been approved by the Audit & Supervisory Committee.
The candidates for Director serving as Audit & Supervisory Committee Members are as follows:
No.

Name

1

Yutaka Kimura

New
Nomination

2

Koichi Masuda

Renomination

3

Hiroshi Fukuhara

Renomination

4

Toshizo Oda

Renomination

5

Kazuaki Matsumoto

Renomination

Current position in the
Company
General Manager, Risk
Management Division
Director (Audit &Supervisory Committee
Member) (Outside Director)
Director (Audit &Supervisory Committee
Member) (Outside Director)
Director (Audit &Supervisory Committee
Member) (Outside Director)
Director (Audit &Supervisory Committee
Member) (Outside Director)

13

Attendance at Meetings ofthe Board of Directors
11/12 (91%)

12/12 (100%)

11/12 (91%)

12/12 (100%)

No.

Name
(Date of birth)

Yutaka Kimura(June 5, 1963)
New nomination

Past experience, positions and responsibilities

April 1986
February 2009
February 2011
February 2013
February 2015
March 2017
October 2018

1

Joined The Daishi Bank, Ltd.
General Manager, Kodo Office
General Manager, Maki Office
General Manager, Murakami Office
General Manager, Management Supervision
Division
General Manager, Risk Supervision Division(current position)
General Manager, Risk Management Division,
the Company (current position)

Number ofshares oftheCompany
held0[Reason for nomination as Director]
After serving as General Manager at multiple offices of The Daishi Bank Ltd., Mr. Yutaka Kimura
assumed the office of General Manager of Management Supervision Division and Risk Supervision
Division, thereby accumulating considerable experience and broad knowledge in risk management andcompliance. Having assumed the office of the Company’s General Manager of the Risk Management
Division since its establishment in October 2018, he has adequately fulfilled his duties andresponsibilities. 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 theeffectiveness of our Group’s auditing function as well as decision-making and supervisory functions of
its Board of Directors.
[Significant concurrent positions]
None* Mr. Yutaka Kimura is scheduled to retire from the Company’s subsidiary The Daishi Bank, Ltd. on
June 23, 2020.

14

No.

Name
(Date of birth)

Past experience, positions and responsibilities

November 1969
September 1978
July 1992

2

Number ofshares oftheCompany
held

Registered as a Certified Public Accountant
Partner, Shinwa Audit Corporation
Representative Partner, Asahi Shinwa Audit
Corporation (currently KPMG AZSA LLC)
July 2007
Chairman and President, The Japanese Instituteof Certified Public Accountants
October 2009
Auditor, Enterprise Turnaround Initiative
Corporation of Japan (currently Regional
Economy Vitalization Corporation of Japan(REVIC))
Koichi Masuda(January 23,
July 2010
Advisor, The Japanese Institute of Certified
1944)
Public Accountants (current position)
200
June 2011
Outside Corporate Auditor, The Daishi Bank,
Renomination
Ltd.
June 2012
Outside Audit & Supervisory Board Member,
Independent
Sumitomo Riko Company Limited (current
position)
June 2016
Outside Director (Audit and Supervisory
Committee Member), The Daishi Bank, Ltd.
October 2016
Outside Director (Audit and Supervisory
Committee Member), Dai-ichi Life Holdings,
Inc. (current position)
October 2018
Outside Director (Audit & Supervisory
Committee Member), the Company (current
position)[Reason for nomination as Outside Director]
Mr. Koichi Masuda assumed the office of Outside Corporate Auditor of The Daishi Bank, Ltd. inJune 2011 and Outside Director (Audit and Supervisory Committee Member) in June 2016. Since its
establishment in October 2018, he has adequately fulfilled his duties and responsibilities as Outside
Director serving as Audit & Supervisory Committee Member of the Company by utilizing his
expertise in financial and accounting matters as a certified public accountant. He has therefore been
nominated as Outside Director in the judgment that he will continue to be able to contribute to theenhancement of the effectiveness of our Group’s auditing function as well as decision-making andsupervisory functions of its Board of Directors.
For this reason, although he has never been directly involved in corporate management other than as
an outside officer, Mr. Koichi Masuda has been judged to continue to adequately fulfill his duties as
Outside Director.
[Significant concurrent positions]
Outside Director (Audit and Supervisory Committee Member), Dai-ichi Life Holdings, Inc.
* Mr. Koichi Masuda is scheduled to retire from Outside Audit & Supervisory Board Member of
Sumitomo Riko Company Limited on June 18, 2020.
[Independence]
Mr. Koichi Masuda was once employed by KPMG AZSA LLC, which is responsible for the audit of
the Company but resigned therefrom in 2007. Additionally, he holds shares of the Company but
satisfies the “independence criteria” (please refer to <Reference> on Page 20) prescribed by theCompany.

15

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1975

3

Number ofshares oftheCompany
held

Registered as an attorney (Member of Tokyo
Bar Association)
April 1978
Established law office
Head of Toranomon College Law Office
June 2005
Outside Corporate Auditor, MARUSHO CO.,HiroshiLTD. (currently MARUSHO HOTTA CO.,Fukuhara
LTD.)(January 1,
June 2007
Outside Corporate Auditor, Yamano Holdings
1946)
Corporation (current position)
2,050
June 2012
Outside Corporate Auditor, The Hokuetsu
Renomination
Bank, Ltd.
July 2012
Outside Corporate Auditor, SYSTEM
Independent
INFORMATION CO., LTD.
June 2014
Outside Director, The Hokuetsu Bank, Ltd.
October 2018
Outside Director (Audit & Supervisory
Committee Member), the Company (current
position)[Reason for nomination as Outside Director]
Mr. Hiroshi Fukuhara assumed the office of Outside Corporate Auditor of The Hokuetsu Bank, Ltd.
in June 2012 and Outside Director in June 2014. Since its establishment in October 2018, he has
adequately fulfilled his duties and responsibilities as Outside Director serving as Audit &Supervisory Committee Member of the Company by utilizing his expertise in law as an attorney. He
has therefore been nominated as Outside Director in the judgment that he will continue to be able tocontribute to the enhancement of the effectiveness of our Group’s auditing function as well as
decision-making and supervisory functions of its Board of Directors.
For this reason, although he has never been directly involved in corporate management other than as
an outside officer, Mr. Hiroshi Fukuhara has been judged to continue to adequately fulfill his duties
as Outside Director.
[Significant concurrent positions]
Outside Corporate Auditor, Yamano Holdings Corporation[Independence]
The Group companies have no business relationship with Toranomon Courage law office, for which
Mr. Hiroshi Fukuhara serves.
He carries out normal banking transactions with Group companies and also holds shares of theCompany, but satisfies the “independence criteria” (please refer to <Reference> on Page 20)
prescribed by the Company.

16

Number ofshares oftheCompany
held

No.

Name
(Date of birth)4Joined The Niigata Nippo Co., Ltd. (“Niigata
Nippo”)March 2008
Director, Niigata Nippo
March 2010
Managing Director, Niigata Nippo
March 2013
Senior Managing Director, Niigata Nippo
Toshizo Oda
March 2014
Representative Director and President, Niigata(June 8, 1950)
Nippo (current position)
June 2014
Outside Director, Broadcasting System of
1,000
Renomination
Niigata Inc. (current position)
June 2015
Outside Corporate Auditor, The Daishi Bank,
Independent
Ltd.
June 2016
Outside Director (Audit and Supervisory
Committee Member), The Daishi Bank, Ltd.
October 2018
Outside Director (Audit & Supervisory
Committee Member), the Company (current
position)[Reason for nomination as Outside Director]
Mr. Toshizo Oda assumed the office of Outside Corporate Auditor of The Daishi Bank, Ltd. in June2015 and Outside Director serving as Audit and Supervisory Committee Member in June 2016.
Since its establishment in October 2018, he has adequately fulfilled his duties and responsibilities as
Outside Director serving as Audit & Supervisory Committee Member of the Company by utilizing
his ample experience and broad knowledge as a manager of a news medium of highly public andethical nature. He has therefore been nominated as Outside Director in the judgment that he willcontinue 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.
[Significant concurrent positions]Representative Director and President, The Niigata Nippo Co., Ltd.
Outside Director, Broadcasting System of Niigata Inc.
[Independence]
Mr. Toshizo Oda serves as Representative Director of The Niigata Nippo Co., Ltd. and carries out
normal banking transactions with Group companies. He also holds shares of the Company but
satisfies the “independence criteria” (please refer to <Reference> on Page 20) prescribed by theCompany.

Past experience, positions and responsibilities

April 1974

17

No.

Name
(Date of birth)

Past experience, positions and responsibilities

April 1999

5

Number ofshares oftheCompany
held

Full-time Lecturer, Department ofManagement and Information, Nagaoka JuniorCollege
April 2005
Assistant Professor, Department of Industry
and Management, Faculty of Industry andManagement, Nagaoka University
April 2006
Part-time Lecturer, National Institute ofTechnology, Nagaoka College
April 2007
Associate Professor, Department ofManagement, Faculty of Economy andManagement, Nagaoka University
April 2011
Part-time Lecturer, Graduate School of
KazuakiBusiness Administration, Meiji University
Matsumoto(current position)(November 4,
April 2012
Professor, Department of Management,
1970)
Faculty of Economy and Management,0
Nagaoka University
Renomination
April 2015
Part-time Lecturer, School of Engineering,
Nagaoka University of Technology
Independent
April 2016
Part-time Lecturer, Faculty of International
Studies, Niigata University of Internationaland Information Studies
April 2017
Professor, Department of Economy andManagement, Faculty of Economy andManagement, Nagaoka University
October 2018
Outside Director (Audit & Supervisory
Committee Member), the Company (current
position)
April 2019
Professor, Department of Management,
Faculty of Business Administration, Kyoto
Sangyo University (current position)[Reason for nomination as Outside Director]
Since its establishment in October 2018, Mr. Kazuaki Matsumoto has adequately fulfilled his duties
and responsibilities as Outside Director serving as Audit & Supervisory Committee Member of theCompany by utilizing a wide range of knowledge and expertise in the study of economy andmanagement as a university professor. He has therefore been nominated as Outside Director in the
judgment that he will continue to be able to contribute to the enhancement of the effectiveness of ourGroup’s auditing function as well as decision-making and supervisory functions of the Board of
Directors.
For this reason, although he has never been directly involved in corporate management other than as
an outside officer, Mr. Kazuaki Matsumoto has been judged to continue to adequately fulfill his
duties as Outside Director.
[Significant concurrent positions]
Professor, Department of Management, Faculty of Business Administration, Kyoto Sangyo
University[Independence]
Mr. Kazuaki Matsumoto teaches as a professor at Faculty of Business Administration of Kyoto
Sangyo University, but the university has no business relationship with the Group companies.
He carries out normal banking transactions with Group companies but satisfies the “independence
criteria” (please refer to <Reference> on Page 20) prescribed by the Company.

18

Notes:1. There is no special interest between each candidate for Director serving as Audit & Supervisory
Committee Members and the Company.
2. Mr. Koichi Masuda, Mr. Hiroshi Fukuhara, Mr. Toshizo Oda and Mr. Kazuaki Matsumoto are
candidates for Outside Director.
3. The Company has entered into a limited liability agreement pursuant to Article 423, Paragraph 1 of
the Companies Act with Mr. Koichi Masuda, Mr. Hiroshi Fukuhara, Mr. Toshizo Oda and Mr.
Kazuaki Matsumoto. 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 four candidates is approved, the Company plans to continue the above limited
liability agreement with each of them.
4. The Company has designated Mr. Koichi Masuda, Mr. Hiroshi Fukuhara, Mr. Toshizo Oda and Mr.
Kazuaki Matsumoto as independent directors in accordance with the regulations of the Tokyo Stock
Exchange Inc., and notified the exchange to that effect.
5. The terms of office of Mr. Koichi Masuda, Mr. Hiroshi Fukuhara, Mr. Toshizo Oda and Mr.
Kazuaki Matsumoto as Outside Director serving as Audit & Supervisory Committee Members of
the Company will have been one (1) year and nine (9) months at the closing of this Annual General
Meeting of Shareholders.
End

19

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

20