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, 2024
(Date of commencement of electronic provision measures: May 20, 2024)
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 6TH 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 6th 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 do not attend the meeting, you can exercise your voting rights in advance via the Internet
or in writing. Please review the after-mentioned Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:20 p.m. on Monday, June 24, 2024, Japan time.

11. Date andTime:

Tuesday, June 25, 2024, 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, 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 6th Fiscal Year (April 1,

2023–March 31, 2024) and results of audits by the Accounting Auditor and the
Audit & Supervisory Committee of the Consolidated Financial Statements
Proposals to Proposal 1: Election of Nine (9) Directors Not Serving as Audit & Supervisory
Committee Members
be resolved:
Proposal 2: Election of Four (4) 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, 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, the vote exercised via the Internet shall be deemed effective.
If you have exercised your voting rights more than once via the Internet, only the last voteshall 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.
End
Request for exercising voting rights
Voting rights in a general meeting of shareholders are important rights of our shareholders
to participate in our management. We request that you exercise your voting rights.

2

[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 as a result of the amendment to the Companies Act, the Company has changed the way it provides materials for the General
Meeting of Shareholders to posting the information on the Company website.
Considering comprehensively the reduction of global environmental burden by saving paper resources, and other factors,
the Company will begin from this General Meeting of Shareholders to send a “simple convocation notice” to shareholders who
have not made a request for delivery of documents.
A complete set of materials for the General Meeting of Shareholders is available on the websites of the Company and theTokyo Stock Exchange, the addresses of which are provided on page 1 of this document. Please confirm this information.
● 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 the
Articles of Incorporation of the Company. The Audit & Supervisory Committee and the Accounting Auditors audit documents
subject to auditing, including the following matters:(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 and the Tokyo Stock Exchange website, theaddresses of which are provided on page 1 of this document.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal 1: Election of Nine (9) 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. To further reinforce and improve themanagement system and secure the diversity of the Board of Directors, the Company will add a new female
Director and accordingly proposes to elect nine (9) 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:

Current position in the
Company

Attendance at
Meetings ofthe Board of
Directors(6th term)

No.

Name

(Sex)

1

Fujio Namiki(Male)

Renomination

2

Michiro Ueguri(Male)

Renomination

3

Makoto Takahashi(Male)

Renomination

4

Ken Shibata(Male)

Renomination

Director

12/12 (100%)

5Toshiyuki Maki

(Male)

Renomination

Director

12/12 (100%)

6

Takayoshi Tanaka(Male)

Renomination

Director

12/12 (100%)

7

Takashi Ishizaka(Male)

Renomination

Director

11/12 (91%)

8

Tadanori Miyakoshi (Male)

Renomination

Director

12/12 (100%)

9

Yoshiko Baba

New
nomination(Female)Chairman and Representative
Director
President and Representative
Director
Representative Director andSenior Managing Director–

Note： The newly nominated candidate No. 9 is a Director of Daishi Hokuetsu Bank, Ltd.

4

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

–

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 Joetsu/General Manager, Takada
OfficeFujio Namiki
April 2007
Director and Executive Officer stationed in(June 20, 1951)
Joetsu/General Manager, Takada Office(Age: 73*)
9,600
April 2008
Managing Director, General Manager, Business
Headquarters
Renomination
June 2011
Senior Managing Director (Representative Director)
June 2012
President (Representative Director)
October 2018
President and Representative Director, the Company
January 2021
President (Representative Director), Daishi Hokuetsu
Bank, Ltd.
April 2021
Chairman and Representative Director, in charge ofsupervision/Audit and Inspection Division, theCompany (current position)
Director, Daishi Hokuetsu Bank, Ltd.
Years in service as Director: 5 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 (Representative Director) in June 2012, theCompany’s President and Representative Director since its establishment in October 2018, and the Company’s
Chairman and Representative Director since April 2021, he has adequately fulfilled his duties andresponsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able tocontribute to the management of our Group.
[Significant concurrent position]
None

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1986
April 2008
June 2012
June 2015

2

Number ofshares of theCompany held

Joined The Daishi Bank, Ltd.
General Manager, Kashiwazaki Minami Office
General Manager, Planning Coordination Division
General Manager, Tokyo Office, and Chief
Representative, Tokyo Representative Office
June 2016
Executive Officer, General Manager, Tokyo Office,and Chief Representative, Tokyo Representative
OfficeMichiro Ueguri
April 2017
Executive Officer and General Manager, Group(December 24,
Strategy Planning Division
1962)
5,400
June
2017
Director, Executive Officer and General Manager,(Age: 61*)Group Strategy Planning Division
June 2018
Managing Director
Renomination
October 2018
Director, the Company
April 2021
President and Representative Director, Chairman ofBoard of Directors, Supervision, the Company (current
position)
President (Representative Director), Chairman ofBoard of Directors in charge ofSupervision/Secretariat Division, Daishi Hokuetsu
Bank, Ltd. (current position)
Years in service as Director: 5 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 (Representative 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 ourGroup.
[Significant concurrent positions]
President (Representative Director), Daishi Hokuetsu Bank, Ltd.
Outside Director, HOKURIKU GAS CO., LTD.
Outside Director, BSN Media Holdings, Inc.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
July 2009
June 2013
June 2015
June 2017

3

Number ofshares of theCompany held

Joined The Hokuetsu Bank, Ltd.
General Manager, Gosen Office
General Manager, Loan Division
General Manager, Business Supervision Division
Director, General Manager, General Planning
Division
June 2018
Managing Director, General Manager, General
Planning Division
October 2018
Director, the Company
Makoto Takahashi January 2021
Managing Director, General Manager,(February 23,
Operation Headquarters, Daishi Hokuetsu Bank,
1962)
Ltd.
5,950
(Age: 62*)
June 2023
Representative Director and Senior Managing
Director in charge of Risk Management Division
Renomination/Systems Operation Administration Division, theCompany (current position)
Senior Managing Director (Representative
Director), General Manager, Operation
Headquarters, in charge of Administration
Management Division/System Planning
Division/Operation Centralization
Division/Operation Support Division/Risk Control
Division, Daishi Hokuetsu Bank, Ltd. (current
position)
Years in service as Director: 5 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, since June 2023, as Representative Director andSenior Managing Director of the Company and Senior Managing Director (Representative Director) of Daishi
Hokuetsu Bank 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 position]
Senior Managing Director (Representative Director), Daishi Hokuetsu Bank, Ltd.

7

No.

Name
(Date of birth)

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

Ken Shibata(January 19,
1967)(Age: 57*)
Renomination

June 2020

June 2021

4
June 2023

Joined The Daishi Bank, Ltd.
General Manager, Tsubame Minami Office
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, the Company
Managing Director, General Manager,
Planning Coordination Division, The Daishi Bank,Ltd.
Director in charge of Corporate Planning
Division/Group Strategy Promotion Division andTreasury and Capital Markets Division, the Company(current position)
Managing Director, Daishi Hokuetsu Bank, Ltd.
Senior Managing Director (Representative Director),in charge of Planning Coordination Division/Tokyo
Representative Office and Treasury and CapitalMarkets Division, Daishi Hokuetsu Bank, Ltd.
(current position)

Number ofshares of theCompany held

4,000

Years in service as Director: 4 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
since June 2020 and as Senior Managing Director (Representative Director) of Daishi Hokuetsu Bank, Ltd.
since June 2023. He has adequately fulfilled his duties and responsibilities, and 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]
Senior Managing Director (Representative Director), Daishi Hokuetsu Bank, Ltd.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1990
June 2015
June 2017

5

Number ofshares of theCompany held

Joined The Daishi Bank, Ltd.
General Manager, Kameda Office
General Manager, Sanjo Office and General Manager,
Sanjo Higashi Office
June 2018
Executive Officer and General Manager, Consulting
Promotion Division
October 2018
General Manager, Business Planning Division, theCompany
June 2019
Director, Executive Officer and General Manager,
Consulting Promotion Division, The Daishi Bank, Ltd.
Director, Executive Officer and General Manager,
Toshiyuki Maki
Business Headquarters(December 19,
June 2020
Managing Director, General Manager, Business and1966)
Regional Revitalization Headquarters
1,300(Age: 57*)
January 2021
Senior Managing Executive Officer and General
Manager, Business and Regional Revitalization
Renomination
Headquarters, Daishi Hokuetsu Bank, Ltd.
April 2021
General Manager, Regional Revitalization Division,
the Company
June 2021
Director, General Manager, Regional Revitalization
Headquarters and General Manager, Regional
Revitalization Division
Managing Director and General Manager, Business
Headquarters, in charge of Consulting Division andBusiness Development and Planning Division, Daishi
Hokuetsu Bank, Ltd. (current position)
June 2023
Director, General Manager, Regional Revitalization
Headquarters, the Company (current position)
Years in service as Director: 3 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.

9

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: 61*)

June 2020
January 2021

Renomination
June 2021
6
June 2023

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, 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
Managing Director, General Manager, Head OfficeBusiness Division, and Manager, Niigata Airport
Sub-office, Daishi Hokuetsu Bank, Ltd.
Director in charge of Personnel Planning Division
and General Affairs Division, the Company(current position)
Managing Director, in charge of General Affairs
Division and Deputy in charge of Personnel
Division, Daishi Hokuetsu Bank, Ltd. (current
position)

Number ofshares of theCompany held

5,126

Years in service as Director: 3 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 of the said bank since June 2021. He has adequately fulfilled his duties andresponsibilities, and he has therefore been nominated as Director in the judgment that he will continue to beable 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 2014
April 2017
October 2018
April 2019
June 2019

Takashi Ishizaka(January 22,
1964)(Age 60*)

January 2021
June 2021

Renomination

7

October 2021
June 2023

Joined The Hokuetsu Bank, Ltd.
General Manager, Yoshida Office
General Manager, Ichinokido Office
General Manager, Niitsu Office
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, and General Manager in charge ofRegional Revitalization Division, the Company
Executive Officer, Deputy General Manager,
Business Headquarters, and General Manager,
Business Development and Planning Division,
Daishi Hokuetsu Bank, Ltd.
President and Representative Director, Daishi
Hokuetsu Capital Partners, Co., Ltd.
Director, Deputy General Manager, Regional
Revitalization Headquarters, and General Manager,
Regional Revitalization Division, the Company(current position)
Managing Director, Deputy General Manager,
Business Headquarters, and General Manager,
Business Development and Planning Division,
Daishi Hokuetsu Bank, Ltd. (current position)

Number ofshares of theCompany held

1,600

Years in service as Director: 1 year*[Reason for nomination as Director]
After serving as General Manager at multiple offices of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu
Bank, Ltd.), Mr. Takashi Ishizaka assumed the office of General Manager of Solution Business Division, andExecutive Officer and General Manager of Business Supervision Division, thereby accumulating considerable
experience and broad knowledge in the sales divisions. He has served as Director and Deputy General
Manager of Regional Revitalization Headquarters of the Company and as Managing Director and Deputy
General Manager of Business Headquarters of Daishi Hokuetsu Bank, Ltd. since June 2023. He has
adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the
judgment that he can continue to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1984
April 2010
October 2011
April 2014
June 2017
April 2019

Tadanori
Miyakoshi(February 12,
1962)(Age 62*)

June 2019
January 2021
June 2023

Renomination
October 2023
8

Joined The Hokuetsu Bank, Ltd.
General Manager, Raikoji Office
General Manager, Shirone Office
General Manager, Market and Capital Division
General Manager, Niigata Ekimae Office
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.
Director, the Company (current position)
Senior Managing Executive Officer, General
Manager, Nagaoka Head Office Business Division
and Nagaoka Main Office, Daishi Hokuetsu Bank,
Ltd.
Senior Managing Executive Officer, General
Manager, Nagaoka Head Office Business Division,
Nagaoka Main Office, Senju Office and Kanda
Office, Daishi Hokuetsu Bank, Ltd. (current
position)

Number ofshares of theCompany held

950

Years in service as Director: 1 year*[Reason for nomination as Director]
After serving as General Manager at multiple offices 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, since June
2023, as Director of the Company and Senior Managing Executive Officer and General Manager of Nagaoka
Head Office Business Division and Nagaoka Main Office of the said bank. He has adequately fulfilled his duties
and responsibilities, and he has therefore been nominated as Director in the judgment that he can continue tocontribute to the management of our Group.
[Significant concurrent position]
Senior Managing Executive Officer, General Manager, Nagaoka Head Office Business Division, Nagaoka Main
Office, Senju Office and Kanda Office, Daishi Hokuetsu Bank, Ltd.

12

No.

Name
(Date of birth)
Yoshiko Baba
(April 1, 1969)(Age 55*)
New nomination

Past experience, positions and responsibilities
April 1991
February 2016
May 2019
June 2022
June 2023

Joined The Daishi Bank, Ltd.
General Manager, Inada Office
President and Representative Director, Daishi
Hokuetsu Career Bridge Co., Ltd.
Executive Officer, Daishi Hokuetsu Bank, Ltd.
Director, General Manager, Minami Niigata Office,
Daishi Hokuetsu Bank, Ltd. (current position)

Number ofshares of theCompany held

514

[Reason for nomination as Director]
After serving as General Manager at an office of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.),9
Ms. Yoshiko Baba worked as Deputy General Manager of the Human Resources Division and then exercised
her abilities to launch Daishi Hokuetsu Career Bridge Co., Ltd. as its President and Representative Director untilthat company got off the ground, thereby accumulating considerable experience and broad knowledge in humanresources. Since June 2022, she has served as Executive Officer of Daishi Hokuetsu Bank, Ltd. and, since June
2023, as Director and General Manager of Minami Niigata Office of the said bank. She has adequately fulfilled
her duties and responsibilities and has therefore been nominated as Director in the judgment that she cancontribute to the management of the Group as our first female Director.
[Significant concurrent position]
Director, General Manager, Minami Niigata Office, Daishi Hokuetsu Bank, Ltd.
* 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
and passed without alternation, then all candidates for the position of Director will be insured under thecontract.
The Company intends to renew the directors and officers liability insurance contract under the same terms
when it comes due for renewal.

13

Proposal 2: Election of Four (4) Directors Serving as Audit & Supervisory Committee Members
Of the six (6) current Directors serving as Audit & Supervisory Committee Members, four (4) Directors,
Mr. Toshizo Oda, Mr. Kazuaki Matsumoto, Mr. Tadashi Shirai, and Mr. Hiroyuki Kikuchi, will complete
their term of office at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theCompany proposes to elect four (4) 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 Nine (9) 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 one third or more of the Company’s
directors will be independent directors.
The candidate for Director serving as Audit & Supervisory Committee Member is as follows:

No.

Name

Current position in the
CompanySex

1

Kazuaki Matsumoto

Male

Renomination

2

Tadashi Shirai

Male

Renomination

3

Hiroyuki Kikuchi

Male

Renomination

4

Akira Sato

Male

New
nomination

14

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

Attendance at
Meetings ofthe Board of
Directors(6th term)
12/12 (100%)

12/12 (100%)

12/12 (100%)–

Name(Date of birth)

Past experience, positions and responsibilities
April 2011

1

Number ofshares of theCompany held

Part-time Lecturer, Graduate School of Business
Administration, Meiji University (current position)
KazuakiApril 2012
Professor, Department of Management, Faculty ofMatsumoto
Economy and Management, Nagaoka University(November 4,
April 2017
Professor, Department of Economy and1970)
Management, Faculty of Economy and200(Age: 53*)
Management, Nagaoka University
October 2018
Outside Director (Audit & Supervisory Committee
Renomination
Member), the Company (current position)
Independent
April 2019
Professor, Department of Management, Faculty ofBusiness Administration, Kyoto Sangyo University(current position)
Years in service as Director (Audit & Supervisory Committee Member): 5 years and 9 months*[Reason for nomination as Outside Director and summary of expected roles]
Since its establishment in October 2018, Mr. Kazuaki Matsumoto has adequately fulfilled his duties andresponsibilities as Outside Director serving as Audit & Supervisory Committee Member of the Company byutilizing a wide range of knowledge and expertise in the study of economy and management as well as ofmanagement theory 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 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. Kazuaki Matsumoto has been judged to continue to be able to adequately fulfill his duties
as Outside Director.
[Significant concurrent position]
Professor, Department of Management, Faculty of Business Administration, Kyoto Sangyo University[Note on independence]
Mr. Kazuaki Matsumoto satisfies the Independence Criteria (please see Reference 1 on Page 19) prescribed by
the Company.
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.

15

Name
(Date of birth)

Number ofshares of theCompany held

Joined Deloitte Haskins & Sells LLP Accountant
Office (currently Deloitte Touche Tohmatsu LLC)
Registered as Certified Public Accountant
April 1984
Partner, Deloitte Touche Tohmatsu LLC
June 1993
600
Board Member and Chairman of Audit Committee
October 2015
Deloitte Touche Tohmatsu LLC
Renomination
Supervisor, Kanade Partnership (current position)
October 2020
Independent
Outside Director (Audit & Supervisory Committee
June 2022
Member), the Company (current position)
Years in service as Director (Audit & Supervisory Committee Member): 2 years*[Reason for nomination as Outside Director and summary of expected roles]
Since June 2022, Mr. Tadashi Shirai has adequately fulfilled his duties and responsibilities as Outside
Director serving as Audit & Supervisory Committee Member of the Company by utilizing extensive
experience and broad knowledge from his long-term work as certified public accountant and information
processing system engineer in accounting audit and system consulting services for corporations. 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 our Group’s auditing function as well as decision-making andsupervisory functions of its Board of Directors.
For this reason, although he has not been directly involved in corporate management other than as an outside
officer, Mr. Tadashi Shirai has been judged to continue to be able to adequately fulfill his duties as Outside
Director.
[Significant concurrent position]
Supervisor, Kanade Partnership[Note on independence]
Mr. Tadashi Shirai satisfies the Independence Criteria (please see Reference 1 on Page 19) prescribed by theCompany.
Mr. Tadashi Shirai serves as auditor of Kanade Partnership, but the Partnership has no business relationshipwith the Group companies.
Mr. Tadashi Shirai was once employed by Deloitte Touche Tohmatsu LLC, but resigned therefrom in September
2020. The transactional amount of the Group companies with Deloitte Touche Tohmatsu LLC for fiscal 2023
accounted for less than 1% of the net sales of Deloitte Touche Tohmatsu LLC as well as of the consolidated
gross profits of the Company. Therefore, his independence is not affected.
Tadashi Shirai(January 18,
1957)(Age: 67*)

2

Past experience, positions and responsibilities
September 1981

16

Name
(Date of birth)

Number ofshares of theCompany held

Registered as an attorney (Member of Niigata Bar
Association)
Principal, Masayakoji Law & Patent Office (current
June 2004
position)
Registered as a patent attorney
April 2005
0
Registered as a tax accountant
April 2006
President, Niigata Bar Association Executive
August 2016
Renomination
Governor, Kanto Federation of Bar Associations
Outside Director (Audit & Supervisory Committee
Independent
June 2022
Member), the Company (current position)
Years in service as Director (Audit & Supervisory Committee Member): 2 years*[Reason for nomination as Outside Director and summary of expected roles]
Since June 2022, Mr. Hiroyuki Kikuchi has adequately fulfilled his duties and responsibilities as Outside
Director serving as Audit & Supervisory Committee Member of the Company by utilizing extensive
experience and broad knowledge regarding laws from his long-term work as an attorney. 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 and supervisory
functions of its Board of Directors.
For this reason, although he has not been directly involved in corporate management other than as an outside
officer, Mr. Hiroyuki Kikuchi has been judged to continue to be able to adequately fulfill his duties as Outside
Director.
[Significant concurrent position]
Principal, Masayakoji Law & Patent Office[Note on independence]
Mr. Hiroyuki Kikuchi satisfies the Independence Criteria (please see Reference 1 on Page 19) prescribed by theCompany.
Mr. Hiroyuki Kikuchi serves as Principal of Masayakoji Law & Patent Office, but neither he nor the office hasreceived any monetary or other economic benefits from the Group companies.
Hiroyuki
Kikuchi(January 6,
1965)(Age: 59*)

3

Past experience, positions and responsibilities
April 1996

17

Name
(Date of birth)

Past experience, positions and responsibilities

Number ofshares of theCompany held

Joined The Niigata Nippo, Inc.
Director
Managing Director
Senior Managing Director
0
President and Representative Director (current
position)New
Outside Director,Broadcasting System of Niigata
June 2022
nomination
Inc. (currently BSN Media Holdings,Inc.) (current
Independent
position)[Reason for nomination as Outside Director and summary of expected roles]
Since March 2022, Mr. Akira Sato has served as President and Representative Director of a highly public and4ethical news medium by utilizing extensive experience and broad knowledge as a company manager. He has
therefore been nominated as Outside Director in the judgment that he will be able to contribute to theenhancement 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]
President and Representative Director, The Niigata Nippo, Inc.
Outside Director, BSN Media Holdings, Inc.
[Note on independence]
Mr. Akira Sato satisfies the Independence Criteria (please see Reference 1 on Page 19) prescribed by theCompany.
Mr. Akira Sato serves as President and Representative Director of The Niigata Nippo, Inc., but the transactionalamount of the Group companies with The Niigata Nippo, Inc. for fiscal 2023 accounted for less than 1% of the
net sales of The Niigata Nippo, Inc. as well as 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 candidates and the age of newly nominatedcandidates 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. Kazuaki Matsumoto, Mr. Tadashi Shirai, Mr. Hiroyuki Kikuchi, and Mr. Akira Sato are candidates for
Outside Director.
3. The Company has entered into a limited liability agreement pursuant to Article 423, Paragraph 1 of theCompanies Act with Mr. Kazuaki Matsumoto, Mr. Tadashi Shirai, and Mr. Hiroyuki Kikuchi. 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 the renomination of the three candidates is approved and passed, theCompany plans to continue the above limited liability agreement with each of them. If the election of Mr. Akira
Sato is approved and passed, the Company plans to conclude a limited liability agreement under the same terms.
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.
5. The Company has designated Mr. Kazuaki Matsumoto, Mr. Tadashi Shirai, and Mr. Hiroyuki Kikuchi as
independent directors in accordance with the regulations of the Tokyo Stock Exchange Inc., and notified theexchange to that effect. If the renomination of the three candidates is approved and passed, the Company
plans to continue to designate them as independent directors. Mr. Akira Sato also satisfies the requirements
for an independent director based on the regulations of the Tokyo Stock Exchange Inc. If his election isapproved and passed, the Company plans to designate him as an independent director and notify the exchange
to that effect.
Akira Sato
(January 4,
1958)(Age: 66*)

April 1981
March 2016
March 2018
March 2020
March 2022

End

18

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 1% or more of the consolidated net proceeds (in the case of the Group,
consolidated gross profits) of the most recent fiscal year.
*3 “large sums” means 10 million yen or more per year for the average of the previous three years.
*4 “major shareholders” means a shareholding equity of 10% or more.
*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.

19

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, general manager, or group company president)
(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]
Toshiyuki Maki
[Renomination]
Takayoshi Tanaka●[Renomination]
Takashi Ishizaka[Renomination]
Tadanori Miyakoshi[Renomination]
Yoshiko Baba●
[New Nomination]
Directors serving as Audit & Supervisory Committee Members
Takayoshi Konomura●
Name

Kazuaki Matsumoto[Renomination][Outside]
Kunio Mori
[Outside]
Tadashi Shirai[Renomination][Outside]
Hiroyuki Kikuchi[Renomination][Outside]
Akira Sato
[New Nomination][Outside]

20

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
Kazuaki Matsumoto[Renomination][Outside]
Kunio Mori
[Outside]
Tadashi Shirai[Renomination][Outside]
Hiroyuki Kikuchi[Renomination][Outside]
Akira Sato
[New Nomination][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. Takayoshi Konomura and Mr. Kunio Mori are incumbent Directors serving as Audit &Supervisory Committee Members.

21