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, 2019
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 1ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 1st Annual General Meeting of Shareholders of Daishi
Hokuetsu Financial Group, Inc. (the “Company”). The meeting will be held for the purposes
described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via
the Internet, etc. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:45 p.m. on Monday, June 24, 2019, Japantime.

1. Date andTime:
2. Place:

Tuesday, June 25, 2019, 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). We have also established a broadcast
venue at the Hokuetsu Bank’s head office (Nagaoka). For details, please see page58of the Japanese version.)3. Agenda:
Matters to be 1. The Business Report and the Consolidated Financial Statements for theCompany’s 1st Fiscal Year (October 1, 2018-March 31, 2019) 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 1st Fiscal Year
(October 1, 2018-March 31, 2019)
Proposal
1: Election of Eight (8) Directors Not Serving as Audit & Supervisory
Proposals to
Committee Members
be resolved:
Proposal 2: Remuneration for Directors Not Serving as Audit & Supervisory
Committee Members
Proposal 3: Remuneration for Directors Serving as Audit & Supervisory
Committee Members
Proposal 4: Remuneration and Contents of Stock Options for Directors Not
Serving as Audit & Supervisory Committee Members● When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk. For the purposeof conserving paper resources, please bring this notice with you.

● If the above-stated place of meeting is full, you will be guided to a secondary or third meeting site.

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.” 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.

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 Meetings ofthe Board of Directors

1

Katsuya Sato

Renomination

6/6 (100%)2

Fujio Namiki

Renomination

3

Satoshi Hasegawa

Renomination

Director

6/6 (100%)4Kazuyoshi Hirokawa

Renomination

Director

6/6 (100%)

5

Takuya Watanabe

Renomination

Director

6/6 (100%)

6

Kiyofumi Obara

Renomination

Director

6/6 (100%)

7

Makoto Takahashi

Renomination

Director

6/6 (100%)

8

Michiro Ueguri

Renomination

Director

6/6 (100%)

6/6 (100%)

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
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

3,000

[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 2017, President and CEO in June 2012, 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.

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
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 in chargeof 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 of Planning
Coordination Division/Credit Supervision
Division/Loan Examination Division/Loan
Administration Division/Tokyo Representative
OfficePresident, Chairman of Board of Directors incharge of Supervision/Secretariat
President and Representative Director, Chairmanof 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

5,600

[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 of the bank’s
Representative Director in June 2011, President in June 2012, and the Company’s President andRepresentative 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.

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1977
February 1998
February 2000
June 2002
June 2004
June 2005
April 2007
April 2008

June 2008

June 2011
Satoshi Hasegawa(July 7, 1953)
Renomination

3

June 2012

June 2015

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 OfficeBusiness 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 of Planning
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

2,600

[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 the Company’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 will continue to be able to contributeto the management of our Group.

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
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

1,100

[Reason for nomination as Director]
Mr. Kazuyoshi Hirokawa assumed the office of The Hokuetsu Bank, Ltd.’s Director in June 2015 andhas supervised the divisions of business planning and human resources, thereby accumulating
considerable experience and broad knowledge. Having assumed the office of the bank’s
Representative Director in June 2017, and the Company’s Director since its establishment in
October 2018, and 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 contribute to the managementof our Group.

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1980
February 2002
June 2003
June 2006
April 2008
June 2010
June 2014

TakuyaWatanabe(September 7,
1956)
Renomination

June 2016

March 2017
June 2018

5
October 2018
February 2019

Joined The Daishi Bank, Ltd.
General Manager, Horinouchi OfficeActing General Manager, Planning Coordination
Division
Personnel Officer
General Manager, Treasury and Capital Markets
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. (current position)

Number ofshares oftheCompany
held

2,800

[Reason for nomination as Director]
Mr. Takuya Watanabe assumed the office of The Daishi Bank, Ltd.’s Director in June 2014 and has
supervised the divisions of securities operation, international business, general affairs, and businesspromotion, thereby accumulating considerable experience and broad knowledge. Having assumed theoffice of the bank’s Representative Director in June 2018, and the Company’s Director since its
establishment in October 2018, and 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 contribute to
the management of our Group.

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1982
March 2005
June 2006
June 2009
June 2012

June 2015
June 2016
Kiyofumi Obara(September 28,
1958)
Renomination

June 2017

6

June 2018

October 2018

Joined The Daishi Bank, Ltd.
General Manager, Sanjo Kita OfficeActing General Manager, Planning Coordination
Division
General Manager, Planning Coordination
Division
Executive Officer, General Manager, Tokyo
Office, and Chief Representative, Tokyo
Representative Office
Executive Officer, General Manager, Consulting
Promotion Division
Managing Director, General Manager, Businessand Regional Revitalization Headquarters,
General Manager, Consulting Promotion
Division, and in charge of Business Promotion
DivisionManaging Director, General Manager, Businessand Regional Revitalization Headquarters, incharge of Business Promotion Division,
Consulting Promotion Division and System
Planning Division
Managing Director, General Manager, Operation
Headquarters, in charge of Operation
Administration Division/Systems Planning
Division/Operation Centralization
Division/Operation Support Division (current
position)

Number ofshares oftheCompany
held

1,800

Director in charge of System Operation
Supervision Division, the Company (current
position)[Reason for nomination as Director]
Since he assumed the office of The Daishi Bank, Ltd.’s Director in June 2016, Mr. Kiyofumi Obara has
supervised the divisions of business promotion and operation, and since the establishment of theCompany in October 2018, he has served as Director and has adequately fulfilled his duties andresponsibilities. He has therefore been nominated as Director in the judgment that he will continue tobe able to contribute to the management of our Group.

No.

Name
(Date of birth)

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

7

MakotoTakahashi(February 23,
1962)

July 2012
June 2013
June 2015
June 2017

Renomination

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

1,150

[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 division of management planning, and since the establishment of theCompany in October 2018, he has served as Director and has adequately fulfilled his duties andresponsibilities. He has therefore been nominated as Director in the judgment that he will continue tobe able to contribute to the management of our Group.

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1986
April 2008
June 2009
June 2012
June 2015

Michiro Ueguri(December 24,
1962)
Renomination
8

June 2016

April 2017
June 2017
June 2018

October 2018

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
Office (current position)

Number ofshares oftheCompany
held

1,500

Director in charge of Corporate Planning
Division, the Company (current position)[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 management planning division, and since 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.

Proposal 2: Remuneration for Directors Not Serving as Audit & Supervisory Committee Members
As provided in Article 2.1 of the Supplementary Provisions to the Company’s Articles of Incorporation, the total
amount of remunerations, etc., for Directors who are not serving as Audit & Supervisory Committee Members of theCompany for the period from the date of incorporation of the Company until the 1st Annual General Meeting of
Shareholders concludes shall be no more than 300 million yen.
We therefore request the approval of our shareholders for the amount of remunerations, etc., for Directors who are
not serving as Audit & Supervisory Committee Members of the Company after the conclusion of this General Meeting.
This proposal requests the approval of our shareholders in that the amount of remunerations for Directors who are
not serving as Audit & Supervisory Committee Members shall continue to be no more than 300 million yen as a resultof the careful consideration of various circumstances including the state of the Company's management system and theeconomic situation. This proposal has been determined based on the deliberations and findings of the Nomination andRemuneration Committee.
Although this proposal was discussed by the Audit & Supervisory Committee, there were no special matters to note.
The specific amount, payment date, etc., for each Director who is not serving as Audit & Supervisory Committee
Member shall be determined by resolution of the Board of Directors based on the deliberations and findings of theNomination and Remuneration Committee.
Directors’ remuneration does not include any employee remuneration for Directors who are also employees.
If Proposal 1 “Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members” isapproved as proposed, the number of Directors who are not serving as Audit & Supervisory Committee Members will
be eight (8).

Proposal 3: Remuneration for Directors Serving as Audit & Supervisory Committee Members
As provided in Article 2.2 of the Supplementary Provisions to the Company’s Articles of Incorporation, the total
amount of remunerations, etc., for Directors serving as Audit & Supervisory Committee Members of the Company forthe period from the date of incorporation of the Company until the 1st Annual General Meeting of Shareholders
concludes shall be no more than 85 million yen.
We therefore request the approval of our shareholders for the total amount of remunerations, etc., for Directors
serving as Audit & Supervisory Committee Members of the Company after the conclusion of this General Meeting.
This proposal requests the approval of our shareholders in that the amount of remunerations for Directors serving as
Audit & Supervisory Committee Members shall continue to be no more than 85 million yen as a result of the carefulconsideration of various circumstances including the state of the Company's management system and the economic
situation. This proposal has been determined based on the deliberations and findings of the Nomination andRemuneration Committee.
Although this proposal was discussed by the Audit & Supervisory Committee, there were no special matters to note.
The specific amount, payment date, etc., for each Director serving as Audit & Supervisory Committee Member
shall be determined through discussions of the Directors serving as Audit & Supervisory Committee Members.
Current number of Directors serving as Audit & Supervisory Committee Members is five (5) including four (4)Outside Directors.

Proposal 4: Remuneration and Contents of Stock Options for Directors Not Serving as Audit & Supervisory
Committee Members
In addition to the amount of remunerations provided in Article 2.1 of the Supplementary Provisions to theCompany’s Articles of Incorporation, the value of stock options for Directors who are not serving as Audit &Supervisory Committee Members of the Company allotted as share-option based compensation of the remuneration,etc., for the period from the date of incorporation of the Company until the 1st Annual General Meeting of
Shareholders concludes shall be no more than 130 million yen as provided in Article 2.3 of the Supplementary
Provisions to the Company’s Articles of Incorporation.
In addition to our request for the approval of our shareholders of the amount of remunerations for Directors who are
not serving as Audit & Supervisory Committee Members in “Proposal 2 “Remuneration for Directors Not Serving as
Audit & Supervisory Committee Members”, this proposal requests the approval of our shareholders in that the value ofthe share-option based compensation for Directors who are not serving as Audit & Supervisory Committee Members
shall continue to be no more than 130 million yen as a result of the careful consideration of various circumstances
including the state of the Company's management system and the economic situation. This proposal has been
determined based on the deliberations and findings of the Nomination and Remuneration Committee.
Although this proposal was discussed by the Audit & Supervisory Committee, there were no special matters to note.
The value of remuneration in the form of share-option based compensation is calculated by multiplying the fairvalue per share option on the grant date by the number of share options granted.
The payment date, distributions, etc., for each Director who is not serving as Audit & Supervisory Committee
Member shall be determined by resolution of the Board of Directors based on the deliberations and findings of theNomination and Remuneration Committee.
In addition, the Directors’ remuneration, etc., described above does not include any employee remuneration for
Directors who are also employees.
If Proposal 1 “Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members” isapproved as proposed, the number of Directors who are not serving as Audit & Supervisory Committee Members will
be eight (8).
The details of such share options shall be as follows:
1. Type and number of shares underlying share options
The type of shares underlying share options shall be common stock of the Company, and the number of shares
to be issued upon the exercise of one (1) share option (“Number of Shares to be Issued”) shall be ten (10) shares ofstock.
The maximum number of shares that can be issued by exercising stock options within one (1) year from the dateof the Annual General Meeting of Shareholders for each fiscal year shall be 65,000 shares.
The Number of Shares to be Issued shall be adjusted in accordance with the following formula if the Company
conducts a share split (including the allotment without contribution of the Company’s common shares; same
hereinafter) or share consolidation; provided, however, that such adjustment shall be carried out for the Number of
Shares to be Issued for share options that have not been exercised at that time, and fractions of a whole shareresulting from such adjustment shall be rounded down.
Number of Shares to be Issued after adjustment = the Number of Shares to be Issued before adjustment × the
split or consolidation ratio
The Number of Shares to be Issued after adjustment shall apply on and after the day immediately following therecord date for such share split and on and after the effective date in the case of share consolidation.
If it is necessary to adjust the Number of Shares to be Issued in addition to the foregoing, the Number of Shares
to be Issued shall be adjusted within a reasonable scope.
2. Total number of share options
The total number of share options allotted to Directors who are not serving as Audit & Supervisory Committee
Members within one (1) year from the date of the Annual General Meeting of Shareholders for each fiscal year
shall be a maximum of 6,500 share options.
3. Amount to be paid in for share options
The amount to be paid in for each share option shall be the amount determined by the Board of Directors based

on the fair market value of the share options, calculated using a method such as the Black-Scholes model, when theshare options are allotted.
4. Value of property to be contributed when share options are exercised
The value of property to be contributed when each share option is exercised shall be the one (1) yen amount tobe paid in per share in order to be issued shares by exercising the share options multiplied by the Number of Shares
to be Issued.
5. Period when share options may be exercised
The period when share options may be exercised shall be determined by the Board of Directors, with amaximum possible period of 30 years from the date immediately following the share option allotment date.
6. Restrictions on acquisition of share options by assignment
Acquisition of share options by assignment requires the approval of the Board of Directors.
7. Conditions for exercise of share options
Parties allotted share options may exercise the share options from the date immediately following the date thatthey lose their status as a director or executive officer of the Company, The Daishi Bank, Ltd., or The Hokuetsu
Bank, Ltd., and other conditions to the exercise thereof shall be set by the Board of Directors.
8. Other details of share options
The Board of Directors shall determine the details of matters set forth in Subparagraphs 1 through 7 above andother matters regarding share options.