Please note that the following purports to be an accurate translation of a part of the original Notice ofConvocation, prepared for the convenience of our shareholders with voting rights outside Japan forreference. In the case of any discrepancy between the translation and the Japanese original, the latter shallprevail.
(Securities Code: 8354)
June 5, 2024:(Commencement date of electronic provision measures:
June 4, 2024)
Dear Shareholders:Hisashi Goto
Director & President
Fukuoka Financial Group, Inc.
8-3, Otemon 1-Chome, Chuo-ku, Fukuoka

Notice of Convocation of the
17th Annual Shareholders Meeting
This is to inform you that the 17th Annual Shareholders Meeting will be held as described below.
In convening this Annual Shareholders Meeting, the Company has adopted electronic provision measureswith regard to the details of the Reference Documents, etc. for the Annual Shareholders Meeting (matterssubject to electronic provision measures), and has posted matters subject to electronic provision measures
as the “Notice of Convocation of the 17th Annual Shareholders Meeting” on the following website:
The Company’s Website:
https://www.fukuoka-fg.com/en/investor/stock/meeting.html
In addition to the above, the information is also posted on the following website:
Tokyo Stock Exchange Website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter our company name or securities code (8354) to perform the search,and select in the order of “Basic information” and “Documents for public inspection/PR information.”
If you choose not to attend on the day of the meeting, you can exercise your voting rights via the Internet orin writing. Please exercise your voting rights in accordance with the instructions on the following page by
5:00 p.m. on Wednesday, June 26, 2024, after careful examination of the Reference Documents for the
Annual Shareholders Meeting posted as the matters subject to electronic provision measures.
1. Date and time:
2. Place:

June 27, 2024 (Thursday) at 10:00 a.m.

3-2, Shimokawabata-machi, Hakata-ku, Fukuoka
Heian Ballroom, 4th Floor, the Hotel Okura Fukuoka-1-

3. Purposes:
Matters to be reported:
1. 17th business year (April 1, 2023 through March 31, 2024) Business Report, Consolidated
Financial Statements, and Audit Report on Consolidated Financial Statements by the Accounting
Auditor and Audit & Supervisory Committee
2. 17th business year (April 1, 2023 through March 31, 2024) Non-Consolidated Financial
Statements
Matters to be acted upon:
Agenda No. 1
Appropriation of Surplus
Agenda No. 2
Election of Eight (8) Directors (Excluding Directors Serving as Audit & Supervisory
Committee Members)
Agenda No. 3
Election of Three (3) Directors Serving as Audit & Supervisory Committee
Members
Agenda No. 4
Election of Two (2) Substitute Directors Serving as Audit & Supervisory Committee
Members-2-

Guidance on Exercise of Voting Rights
Exercise of Voting Rights byAttending the Meeting

Exercise of Voting Rights in
Writing

If you attend the meeting, pleasepresent the enclosed Voting
Rights Exercise Form to thereceptionist.

Please indicate on the Voting
Rights Exercise Form enclosed
herewith your approval ordisapproval of the agendas andreturn the Form so as to ensurethat such completed Formreaches Transfer Agent
Department of Japan Securities
Agents, Ltd.
If no indication of approval ordisapproval for an agenda ismade on the voting form, it willbe treated as an indication of
approval.

Date and time of meeting:
10:00 a.m. on June 27, 2024
(Thursday)

Deadline for exercise:
Forms to be returned no later
than 5:00 p.m. on June 26, 2024
(Wednesday)

(1)

(2)

Treatment of voting rights exercised multiple times
Should you exercise your voting rights both in writing and via the Internet, etc., the vote cast via
the Internet, etc. shall be deemed to be the valid vote regardless of the time the Voting Rights
Exercise Form reaches Japan Securities Agents, Ltd.
If you exercise your voting rights via the Internet, etc. multiple times, the last vote cast shall be
the valid vote.
Exercise of voting rights through a proxyIf you wish to exercise your voting rights through a proxy, such proxy must be a shareholder withvoting rights. You may appoint only one (1) proxy.

·································································································································-3-

◎ For this Annual Shareholders Meeting, paper documents describing most of the matters subject toelectronic provision measures (hereinafter referred to as the “Sent Document”) are sent to allshareholders with voting rights, regardless of whether or not they have requested the delivery of written
information. However, of the matters subject to electronic provision measures, “Matters relating to Share
Acquisition Rights, etc.,” “Basic Policies relating to Persons who Control Decisions on the Company’s
Financial and Business Policies,” “Matters relating to Specified Wholly-owned Subsidiaries,” “Mattersrelating to Transactions with Parent Company, etc.,” “Matters relating to Accounting Advisors,” “System
to Ensure Appropriate Business Operations” of the Business Report as well as “Consolidated Statementsof Changes in Shareholders’ Equity,” and “Notes on Consolidated Financial Statements” of Consolidated
Financial Statements and “Non-Consolidated Statements of Changes in Shareholders’ Equity,” and“Notes on Non-Consolidated Financial Statements” of Non-Consolidated Financial Statements are notincluded in the Sent Document in accordance with the applicable laws, regulations and the Company’s
Articles of Incorporation. Therefore, the items included in the Sent Document are a part of theConsolidated Financial Statements and the Non-Consolidated Financial Statements, etc. that were
subject to the audit by the Accounting Auditor for the purpose of the preparation of Audit Report, as well
as a part of the Business Report, the Consolidated Financial Statements and the Non-Consolidated
Financial Statements, etc. that were subject to the audit by the Audit & Supervisory Committee for the
purpose of the preparation of Audit Report by the Audit & Supervisory Committee. For the matterssubject to electronic provision measures not included in the Sent Document, please refer to theCompany’s website or the Tokyo Stock Exchange website, as described on page.
◎ If any revisions are made to the matters subject to electronic provision measures, the contents of therevisions will be posted on the relevant websites.
◎ Any changes in the operation of this Annual Shareholders Meeting will be announced on the Company’s
website. Please access the website as necessary to confirm the information.
◎ Each website may be temporarily unavailable due to scheduled maintenance or other reasons.
If you are unable to view the website, please access another website or try again later.

-4-

Contents

Notice of Convocation of the 17th Annual Shareholders Meeting

1

Contents

5

Reference Documents for the Annual Shareholders Meeting

6

Agenda No. 1

Appropriation of Surplus

Agenda No. 2

Election of Eight (8) Directors (Excluding Directors

6Serving as Audit & Supervisory Committee Members) 7
Agenda No. 3

Election of Three (3) Directors Serving as Audit &Supervisory Committee Members

Agenda No. 4

17Election of Two (2) Substitute Directors Serving as
Audit & Supervisory Committee Members

-5-

23

Reference Documents for the Annual Shareholders Meeting
Agendas and Reference Materials
Agenda No. 1

Appropriation of Surplus

The agenda for the appropriation of surplus is as stated below.
Matters concerning year-end dividends
The Company, which aims to continually enhance its corporate value and further strengthen its corporate
constitution, has introduced a performance-linked dividend policy based on the premise of stable
distributions of dividends in an effort to provide ample returns of profits to its shareholders and a dividend
will be determined in accordance with the level of net income for the year attributable to owners of theparent.

(1) Type of dividend property
Cash(2) Matters concerning allocation and total amount of dividends
With respect to the year-end dividend for common shares for the fiscal year under review, theCompany proposes to pay ¥57.50 per share (¥115 per share annual dividends for the fiscal year underreview, including interim dividends).
In this case, the total amount of year-end dividends for common shares is ¥10,885,554,094 (total
annual dividends of ¥21,692,336,012 for the fiscal year under review, including interim dividends).

(3) Date on which dividends from surplus shall be effective
The Company proposes June 28, 2024.

-6-

Agenda No. 2

Election of Eight (8) Directors (Excluding Directors Serving as Audit &Supervisory Committee Members)

The terms of office of all the eight (8) Directors (excluding Directors Serving as Audit & Supervisory
Committee Members) will expire upon the conclusion of this Annual Shareholders Meeting. Accordingly,
we ask for the election of eight (8) Directors (excluding Directors Serving as Audit & Supervisory
Committee Members and including six (6) candidates for reelection).
This Agenda was deliberated by the Audit & Supervisory Committee but no particular opinions wereexpressed.
The candidates for Directors (excluding Directors Serving as Audit & Supervisory Committee Members)
are as follows:
Candidate
No.

Name

Present position at the Company
Director & Chairman[Representative Director]
Director & President[Representative Director]
Director & Deputy President[Representative Director]

1

Takashige Shibato

Reelection2

Hisashi Goto

Reelection

3

Hiroshi Miyoshi

Reelection

4

Hiroshi Takada

New election

Executive Officer

5

Toshihiro Sakamoto

New election

Executive Officer

6

Nobuhiko Yamakawa

Reelection

Director & Executive Officer

7

Masahiko Fukasawa

8

Toshiya Kosugi

Reelection
External Officer
Independent Director
Reelection
External Officer
Independent Director-7-

Director (External)

Director (External)

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1976:
June 2003:

1

Number of Sharesof the Company
Owned

Joined The Bank of Fukuoka, Ltd.
Director & General Manager of the Corporate
Planning Division of said bank
April 2005:
Managing Director of said bankJune 2006:
Director & Managing Executive Officer of saidbankApril 2007:
Director & Senior Managing Executive Officer ofsaid bank
April 2007:
Director of the Company
June 2008:
External Director of DAIICHI KOUTSU SANGYO
Co., Ltd. (present position)
April 2009:
Director & Executive Officer of the Company
April 2010:
Director & Deputy President of The Bank ofFukuoka, Ltd.
April 2011:
Non-Executive Director of The Shinwa Bank, Ltd.
(currently The Juhachi-Shinwa Bank, Ltd.)
April 2012:
Director, Deputy President & Executive Officer of
the Company
June 2014:
Director, President & Executive Officer of theCompany
June 2014:
Director & President of The Bank of Fukuoka, Ltd.
June 2018:
External Director of RKB MAINICHI HOLDINGS
22,202 shares
CORPORATION (present position)(of which 3,367
Takashige Shibato April 2019:
Director, Chairman, President & Executive Officer
shares are
Born on March 13,of the Company
scheduled to be
1954
April 2019:
Director, Chairman & President of The Bank ofdelivered underFukuoka, Ltd.
the stockJune 2020:
External Director Serving as an Audit &Reelection
compensation
Supervisory Committee Member of Nishi-Nippon
scheme)Railroad Co., Ltd. (present position)
April 2022:
Director & Chairman of the Company (present
position)
April 2022:
Director & Chairman of The Bank of Fukuoka, Ltd.
(present position)(Status of material concurrent positions)
Director & Chairman of The Bank of Fukuoka, Ltd.
(Reasons for appointment of the candidate for Director)
Takashige Shibato has held positions as the officer in charge ofcorporate planning, personnel, auditing, compliance, credit supervisionand general affairs and served as President from June 2014, Chairman& President from April 2019, and Chairman from April 2022 at theGroup company, The Bank of Fukuoka. At the Company, he has served
as the officer in charge of the Group’s corporate planning, personnel,
auditing, risk management and general affairs, and as President from
June 2014, Chairman & President from April 2019, and Chairman from
April 2022. Based on his experience, he possesses the quality and trackrecord to properly manage and supervise general group management.
He is appointed as a candidate for Director in the expectation that hewill utilize his extensive management experience and insightaccumulated so far to contribute to the medium- to long-term
improvement of the corporate value of the Group.

-8-

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1985:
April 2012:2

Hisashi Goto
Born on February
3, 1962
Reelection

Number of Sharesof the Company
Owned

Joined The Bank of Fukuoka, Ltd.
General Manager of the Corporate Planning
Division of said bank
April 2015:
Executive Officer & General Manager of the Sales
Promotion Division of said bank
October 2016:
Executive Officer & General Manager of the Sales
Strategy Division and General Manager of the
Financial Consultation Promotion Division of saidbank
October 2016:
General Manager of the Sales Strategy Division andGeneral Manager of the Financial Consultation
Planning Division of the Company
April 2017:Managing Executive Officer of The Bank ofFukuoka, Ltd.
April 2017:
Executive Officer of the Company
April 2019:
Director & Managing Executive Officer of The
Bank of Fukuoka, Ltd.
April 2020:
Director & Senior Managing Executive Officer ofsaid bank
11,715 shares
April 2020:
Non-Executive Director of The Kumamoto Bank,(ofwhich 3,367
Ltd.
shares areJune 2021:
Director & Executive Officer of the Company
scheduled to be
April 2022:
Director, President & Executive Officer of theCompany (present position)delivered under
April 2022:
Director & President of The Bank of Fukuoka, Ltd.
the stock(present position)compensation(Status of material concurrent positions)
scheme)Director & President of The Bank of Fukuoka, Ltd.
(Divisions in charge of at the Company)
Executive Secretariat, Internal Audit Division(Reasons for appointment of the candidate for Director)
Hisashi Goto has held positions as the general manager of divisions ofcorporate planning, sales planning and business strategy, and the officer
in charge of personnel, auditing, compliance, risk management, sales
planning and general affairs, and served as Senior Managing Executive
Officer from April 2020 and President from April 2022 at the Group
company, The Bank of Fukuoka. At the Company, he has served as theofficer in charge of the Group’s corporate planning, personnel, auditing,compliance (CCO), risk management, sales planning and generalaffairs, and served as President from April 2022. Based on his
experience, he possesses the quality and track record to properly
manage and supervise general group management.
He is appointed as a candidate for Director in the expectation that hewill utilize his extensive management experience and insightaccumulated so far to contribute to the medium- to long-term
improvement of the corporate value of the Group.

-9-Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1986:
April 2013:

3

Hiroshi Miyoshi
Born on June 18,
1962
Reelection

Number of Sharesof the Company
Owned

Joined The Bank of Fukuoka, Ltd.
General Manager of the Credit Supervision
Division of said bankJanuary 2014:
General Manager of the Public Solutions Divisionof said bank
April 2015:
General Manager of the Corporate Planning
Division of said bank
April 2015:
General Manager of the Corporate Planning
Division of the Company
April 2017:
Executive Officer & General Manager of the
Corporate Planning Division of The Bank ofFukuoka, Ltd.
April 2017:
Executive Officer & General Manager of the
Corporate Planning Division of the Company
April 2018:
Executive Officer of The Bank of Fukuoka, Ltd.
April 2018:
Executive Officer of the Company
April 2019:
Director & Managing Executive Officer of The
Bank of Fukuoka, Ltd.
April 2020:
Director & Senior Managing Executive Officer ofsaid bankDecember 2020: Non-Executive Director of Minna Bank, Ltd.
10,049 shares(present position)(of which 2,388
June 2021:
Director & Executive Officer of the Company
shares are
April 2022:
Director & Deputy President of the Company
scheduled to be(present position)delivered under
April 2022:
Director & Deputy President of The Bank of
the stock
Fukuoka, Ltd. (present position)compensation(Status of material concurrent positions)
scheme)Director & Deputy President of The Bank of Fukuoka, Ltd.
Non-Executive Director of the Minna Bank, Ltd.
(Divisions in charge of at the Company)
Corporate Planning Division, DX Promotion Headquarters, Solution
Business Headquarters(Reasons for appointment of the candidate for Director)
Hiroshi Miyoshi has held positions as the general manager of divisionsof corporate planning, public solutions and credit supervision, and theofficer in charge of corporate planning, auditing, business strategy, DX
strategy, sales planning and solution business, and served as Senior
Managing Executive Officer from April 2020 and Deputy President
from April 2022 at the Group company, The Bank of Fukuoka. At theCompany he has served as the officer in charge of the Group’s corporate
planning, auditing, business strategy, DX strategy, sales planning andsolution business, and served as Deputy President from April 2022.
Based on his experience, he possesses the quality and track record toproperly manage and supervise general group management.
He is appointed as a candidate for Director in the expectation that hewill utilize his extensive management experience and insightaccumulated so far to contribute to the medium- to long-term
improvement of the corporate value of the Group.

-10-Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1988:
April 2010:
April 2012:
April 2014:
April 2016:

4

Hiroshi Takada
Born on May 17,
1964
New election

Number of Sharesof the Company
Owned

Joined The Bank of Fukuoka, Ltd.
General Manager of Hiroshima Branch of said bank
General Manager of Tobata Branch of said bank
General Manager of Tokyo Branch of said bank
General Manager of the Head Office Business
Promotion Division of said bank
April 2019:
Executive Officer & Executive General Manager ofthe Head Office Business Promotion Division ofsaid bank
April 2021:
Executive Officer & Executive General Manager ofKyushu Business Administrative Headquarters of
said bank
April 2021:
Executive Officer of the Company (present
position)
April 2022:
Managing Executive Officer & Executive General
Manager of Fukuoka District Administrative
Headquarters of The Bank of Fukuoka, Ltd.
April 2023:
Director & Managing Executive Officer &4,500 shares
Executive General Manager of Fukuoka District
(of
which
907
Administrative Headquarters of said bankshares are
April 2024:
Director & Senior Managing Executive Officer &scheduled to be
Executive General Manager of Fukuoka District
Administrative Headquarters of said bank (present
delivered underposition)
the stock(Status of material concurrent positions)compensation
Director & Senior Managing Executive Officer of The Bank ofscheme)Fukuoka, Ltd.
(Divisions in charge of at the Company)
Sales Administration Division (Regional Revitalization Promotion
Group)(Reasons for appointment of the candidate for Director)
Hiroshi Takada has held positions as the executive general manager ofthe head office business promotion division and the district
administrative headquarters, and the officer in charge of regional
finance and general affairs, and served as Senior Managing Executive
Officer from April 2024 at the Group company, The Bank of Fukuoka.
At the Company, he has served as the officer in charge of the Group’s
regional finance and general affairs. Based on his experience, hepossesses the quality and track record to properly supervise generalgroup management and overall bank operations as a Director.
He is appointed as a candidate for Director in the expectation that hewill utilize his extensive management experience and insightaccumulated so far to contribute to the medium- to long-term
improvement of the corporate value of the Group.

-11-Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1987:

5

Toshihiro
Sakamoto
Born on July 31,
1963
New election

Number of Sharesof the Company
Owned

Joined The Kumamoto Mutual Bank, Ltd.
(currently The Kumamoto Bank, Ltd.)
April 2006:
General Manager of Tasaki Branch of said bank
April 2007:
General Manager of Higashitakuma Branch of saidbankApril 2010:
General Manager of Suizenji Branch of said bank
April 2013:
General Manager of Kagoshima Branch of saidbankApril 2016:
General Manager of the Corporate Planning
Division of said bank
April 2018:
Executive Officer & Executive General Manager ofthe Head Office Business Promotion Division ofsaid bankMarch 2019:
Executive Officer & Executive General Manager ofthe Head Office Business Promotion Division &General Manager of Prefectural Branch of saidbank1,417 shares
April 2021:
Director & Managing Executive Officer of said
(of
which
446
bank
October 2023:
Director & Managing Executive Officer & General shares are
Manager of the Operations and the IT Management scheduled to be
Divisions of said bankdelivered under
April 2024:
Director & President of said bank (present position) the stock
April 2024:
Executive Officer of the Company (present
compensation
position)
scheme)(Status of material concurrent positions)
Director & President of The Kumamoto Bank, Ltd.
(Reasons for appointment of the candidate for Director)
Toshihiro Sakamoto has held positions as the executive generalmanager of the head office business promotion division and the generalmanager of divisions of corporate planning, operations management andIT, and the officer in charge of corporate planning, personnel, auditing,sales planning, solution business, operations management and IT, andserved as President from April 2024 at the Group company, The
Kumamoto Bank, Ltd. At the Company, he has served as Executive
Officer from April 2024. Based on his experience, he possesses thequality and track record to properly supervise general groupmanagement and overall bank operations as a Director.
He is appointed as a candidate for Director in the expectation that hewill utilize his extensive management experience and insightaccumulated so far to contribute to the medium- to long-term
improvement of the corporate value of the Group.

-12-Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1989:

6

Nobuhiko
Yamakawa
Born on October
27, 1965
Reelection

Number of Sharesof the Company
Owned

Joined The Shinwa Bank, Ltd. (currently The
Juhachi-Shinwa Bank, Ltd.)
April 2013:
Deputy General Manager of the Corporate Planning
Division of said bank
April 2016:
General Manager of the Sales Promotion Divisionof said bank
April 2018:
General Manager of the Nagasaki Business
Promotion Division of said bank
April 2020:
Executive Officer & General Manager of the Sales
Promotion Division of said bank
April 2020:
Executive Officer & General Manager of the Sales
Administration Division of The Eighteenth Bank,
Limited (currently The Juhachi-Shinwa Bank, Ltd.)
October 2020:
Executive Officer & General Manager of the Sales
7,377 shares
Promotion Division of The Juhachi-Shinwa Bank,(of which 968
Ltd.
shares are
April 2022:
Director & President of said bank (present position)scheduled to be
April 2022:
Executive Officer of the Company
delivered underJune 2022:
Director & Executive Officer of the Company
the stock(present position)compensation(Status of material concurrent positions)
scheme)Director & President of The Juhachi-Shinwa Bank, Ltd.
(Reasons for appointment of the candidate for Director)
Nobuhiko Yamakawa has held positions as the general manager of thedivision of sales planning and the general manager of the Nagasaki
Business Promotion Division, and served as President from April 2022
at the Group company, The Juhachi-Shinwa Bank, Ltd. At theCompany, he has served as Executive Officer from April 2022, and as a
Director from June 2022. Based on his experience, he possesses thequality and track record to properly supervise general groupmanagement and overall bank operations as a Director.
He is appointed as a candidate for Director in the expectation that hewill utilize his extensive management experience and insightaccumulated so far to contribute to the medium- to long-term
improvement of the corporate value of the Group.

-13-

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1984:

7

Joined Sumitomo Bank (currently Sumitomo Mitsui
Banking Corporation)
April 1993:
Joined A.T. Kearney, Inc.
May 2002:
Japan Representative of A.T. Kearney, Inc.
(concurrently served as Chairman of Korea Officesince 2005)
January 2007:
Chairman of China Office of A.T. Kearney, Inc.
May 2012:
Joint Representative of Japan of AlixPartners Asia,
LLC
February 2014: Joint Representative of Asia and Joint
Representative of Japan of AlixPartners Asia, LLC
June 2016:
External Director of the Company (present position)
June 2016:
Non-Executive Director of The Bank of Fukuoka,
MasahikoLtd. (present position)
Fukasawa
January 2021:
Managing Director of AlixPartners Asia, LLC
Senior Advisor of AlixPartners Asia, LLC
Born on November July 2023:
April 2024:
Managing Director & Head of Global Portfolio
25, 1960
Solutions Japan of Carlyle Japan Equity
Management LLC (present position)
Reelection(Status of material concurrent positions)
Non-Executive Director of The Bank of Fukuoka, Ltd.
External Officer(Reasons for appointment of the candidate for External Director andexpected roles)
Independent
Masahiko Fukasawa has held positions as the Japan Representative
Director(concurrently served as Chairman of Korea Office) and the Chairman ofChina Office of A.T. Kearney. He, also, has held positions as the Joint
Attendance at the Representative of Asia and Joint Representative of Japan, Managing
meetings of the
Director and Senior Advisor of AlixPartners Asia, LLC. He has served
Board of Directors: as Managing Director & Head of Global Portfolio Solutions Japan of
Carlyle Japan Equity Management LLC from April 2024. As such, he
14/14 (100%)possesses extensive practical experience and specialized knowledge in
consulting on management strategy and business revitalization of a wide
variety of companies.
Additionally, he meets all the requirements of independence criteria set
forth by the Company, and there is no issue with his independence(Note 7).
He is appointed as a candidate for External Director in the expectationthat he will supervise Directors and management of the Company froman independent and objective standpoint, while utilizing his extensive
practical experience and insight accumulated so far to provide opinions,guidance, and advice to our top management in a timely and appropriatemanner, thereby contributing to the medium- to long-term improvementof the corporate value of the Group.

Number of Sharesof the Company
Owned

-14-

8,013 shares

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1982:
August 1991:
October 1992:

8

Joined Nippon Electric Company, Limited
Joined McKinsey & Company, Inc.
General Manager of Personnel and General Affairs
Division of Uniden Corp.
August 1994:
Sr. Director of Human Resources Division of Apple
Computer, Inc. and Director in charge of Human
Resources of Apple Inc.
May 2010:
Representative Partner of Truth, Human Science &Management Organization Laboratory LLC (present
position)
April 2016:
Project Professor of Graduate School of Science andTechnology of Keio University
June 2017:
External Director of the Company (present position)
Toshiya Kosugi
June 2017:
Non-Executive Director of The Bank of Fukuoka,
Ltd. (present position)
Born on July 30,
April 2021:
Visiting Professor of Professional Graduate School
1958
of Business Breakthrough University (present
position)
Reelection
June 2023:
External Auditor of the Board of NIKKOCOMPANY (present position)
External Officer(Status of material concurrent positions)
Non-Executive Director of The Bank of Fukuoka, Ltd.
Independent(Reasons for appointment of the candidate for External Director andDirector
expected roles)
Toshiya Kosugi has held managerial positions of personnel and general
Attendance at the affairs divisions at Uniden Corp. and Apple Inc. and other major
meetings of thedomestic and foreign companies. He currently serves as Representative
Board of Directors: Partner of Truth, Human Science & Management Organization
Laboratory LLC. He also serves as professor at graduate school. As
14/14 (100%)such, he possesses extensive practical experience and specialized
knowledge in organizational reform, development and management of
human resources.
Additionally, he meets all the requirements of independence criteria set
forth by the Company, and there is no issue with his independence(Note 8).
He is appointed as a candidate for External Director in the expectationthat he will supervise Directors and management of the Company froman independent and objective standpoint, while utilizing his extensive
practical experience and insight accumulated so far to provide opinions,guidance, and advice to our top management in a timely andappropriate manner, thereby contributing to the medium- to long-term
improvement of the corporate value of the Group.

Number of Sharesof the Company
Owned

-15-

2,492 shares

(Notes) 1. No special interests exist between the candidates for the positions of Directors and the Company.
2. Mr. Hisashi Goto, as of May 13, 2024, is scheduled to be appointed as Outside Director Serving as an Audit andSupervisory Committee Member of Saibu Gas Holdings Co., Ltd., effective June 26, 2024.
3. Mr. Masahiko Fukasawa and Mr. Toshiya Kosugi are Non-Executive Directors of The Bank of Fukuoka, which isa business operator that has a special relationship with the Company (a subsidiary of the Company).
4. Mr. Masahiko Fukasawa and Mr. Toshiya Kosugi are candidates for External Directors. They are registered as
Independent Directors as stipulated in the Securities Listing Regulations, having no potential conflict with theinterests of general shareholders.
5. Mr. Masahiko Fukasawa is an External Director for the Company with term of office of 8 years as of theconclusion of this Annual Shareholders Meeting.
6. Mr. Toshiya Kosugi is an External Director for the Company with term of office of 7 years as of the conclusion ofthis Annual Shareholders Meeting.
7. Transactions between Mr. Masahiko Fukasawa as individual and the Group, and between the company to which
Mr. Masahiko Fukasawa belongs and the Group• There are no advisory contracts, consulting contracts or business relationships between Mr. Masahiko
Fukasawa as individual and the Group, and between Carlyle Japan Equity Management LLC to which Mr.
Masahiko Fukasawa belongs and the Group (except for a stationary relationship as a general depositor with Mr.
Masahiko Fukasawa as individual).
8. Transactions between Mr. Toshiya Kosugi as individual and the Group, and between the company to which Mr.
Toshiya Kosugi belongs and the Group• There are no advisory contracts, consulting contracts or business relationships between Mr. Toshiya Kosugi as
individual and the Group, and between Truth, Human Science & Management Organization Laboratory LLC towhich Mr. Toshiya Kosugi belongs and the Group (except for a stationary relationship as a general depositor
with Mr. Toshiya Kosugi as individual).
9. Liability Limitation Agreements with External Directors• The Company has executed agreements with Mr. Masahiko Fukasawa and Mr. Toshiya Kosugi to the effect that
their liabilities shall be limited to the amount prescribed in Article 425, Paragraph 1 of the Companies Act, aslong as they are in good faith and without gross negligence in performing their duties.
• If elected as External Directors at this Annual Shareholders Meeting, the Company shall continue said
agreement with Mr. Masahiko Fukasawa and Mr. Toshiya Kosugi.
10. Directors and officers liability insurance insuring all of the candidates for Directors• The Company executed a Directors and officers liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act and each Director is included thereunder as aninsured party. The agreement covers damages and legal fees borne by the insured persons arising from an act or
failure to act by those insured persons in connection with their positions, and the insurance premiums for all of
the insured persons are paid in full by the Company. If the election of each of the candidates for Directors inthis Agenda is approved, each of the candidates for Directors will be insured under said agreement. The
Company intends to renew said agreement with the same conditions at the next renewal.

-16-

Agenda No. 3

Election of Three (3) Directors Serving as Audit & Supervisory Committee
Members

The terms of office of all the three (3) Directors Serving as Audit & Supervisory Committee Members will
expire upon the conclusion of this Annual Shareholders Meeting. Accordingly, we ask for the election of
three (3) Directors Serving as Audit & Supervisory Committee Members.
The Audit & Supervisory Committee approved this Agenda.
The candidates for Directors Serving as Audit & Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Tetsuya Maruta

2

Hideo Yamada

3

Nobuko Ishibashi

Present position at the Company
Reelection
Reelection
External Officer
Independent Director
Reelection
External Officer
Independent Director-17-

Director Serving as an Audit &Supervisory Committee Member
Director Serving as an Audit &Supervisory Committee Member(External)
Director Serving as an Audit &Supervisory Committee Member(External)

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1990:
January 2005:

1

Tetsuya Maruta
Born on August 8,
1966
Reelection

Joined The Bank of Fukuoka, Ltd.
Senior Manager of the Human Resources andGeneral Affairs Division of said bank
April 2014:
Deputy General Manager of the Human Resources
Administration Division of the Company
April 2015:
General Manager of Nagasaki Branch of The Bankof Fukuoka, Ltd.
April 2017:
General Manager of the Financial Consultation
Promotion Division of said bank
April 2019:
General Manager of the Investment Trust Business
Division of said bank
April 2020:
General Manager of the Sales Administration
Division of said bank
April 2023:
Assistant to the Human Resources Division of saidbankJune 2023:
Director Serving as an Audit & Supervisory
Committee Member of the Company (present
position)(Reasons for appointment of the candidate for Director Serving as an
Audit & Supervisory Committee Member)
Tetsuya Maruta has held positions in the human resources division andserved as branch manager and general manager of the sales division at
the Group company, The Bank of Fukuoka. At the Company, he hasserved as the deputy general manager of the Group’s human resources
division. Based on his experience, he possesses the quality and trackrecord to properly fulfill the role and responsibilities as a Director
Serving as an Audit & Supervisory Committee Member for generalgroup management and overall banking operations.
He is appointed as a candidate for Director Serving as an Audit &Supervisory Committee Member in the expectation that he will utilize
his extensive management experience and insight in financial practice
to contribute to the establishment of a quality corporate governancestructure that responds to social trust.

Number of Sharesof the Company
Owned

-18-

1,597 shares

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1981:
April 1989:

2

Joined Mitsubishi Research Institute, Inc.
Joined Systems Science Institute of Waseda
University
April 1997:
Professor at said instituteJune 2001:
External Audit & Supervisory Board Member of
Yamanouchi Pharmaceutical Co., Ltd. (currently
Astellas Pharma Inc.)
April 2005:
External Audit & Supervisory Board Member of
Hideo Yamada
Astellas Pharma Inc.
Born on February April 2007:
Professor of Graduate School of Commerce of23, 1955
Waseda University
June 2011:
External Audit & Supervisory Board Member of
NEC Corporation
Reelection
June 2015:
External Audit & Supervisory Board Member of theCompany
External Officer
April 2016:
Professor of Graduate School of Business andFinance of Waseda University (present position)
Independent
June
2020:
External Director Serving as an Audit & Supervisory
Director
Committee Member of the Company (present
position)
Attendance at the(Reasons for appointment of the candidate for External Director Serving
meetings of theas an Audit & Supervisory Committee Member and expected roles)
Board of Directors: Although Hideo Yamada has never been directly involved in the
14/14 (100%)management of a corporation, he possesses extensive practicalexperience and advanced capabilities and insight in the corporate
Attendance at the management strategies, finance and accounting fields gained throughhis extensive career including Professor of Graduate School of Businessmeetings of theand Finance of Waseda University.
Audit &
Additionally, he meets all the requirements of independence criteria set
Supervisory
forth by the Company, and there is no issue with his independence
Committee:(Note 5).
11/11 (100%)
He is appointed as a candidate for External Director Serving as an Audit& Supervisory Committee Member in the expectation that he will
provide valuable advice to the Board of Directors and conduct objective
and neutral audits of the Company to ensure legal compliance andappropriateness of business executions of the Company by utilizing his
extensive practical experience and professional insight, thereby
contributing to the establishment of a quality corporate governancestructure that responds to social trust.

Number of Sharesof the Company
Owned

-19-

500 shares

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1989:
October 1995:

Number of Sharesof the Company
Owned

Registered as lawyer
Established the Iguchi & Ishibashi Law Office(currently Kobe City Law Office)October 2004:
Representative Employee Lawyer of Kobe City
Law Office (present position)
Nobuko Ishibashi
June 2015:
External Director of Kansai Urban Banking
Born on June 12,
Corporation (currently Kansai Mirai Bank, Limited)
1961
June 2019:
External Director of Kamigumi Co., Ltd. (present
position)
Reelection
External Auditor of the Board of Takamatsu
Construction Group Co., Ltd.
External Officer
June 2020:
External Director Serving as an Audit &Supervisory Committee Member of the Company
Independent(present position)
Director
June 2022:
External Director of Takamatsu Construction Group
Co., Ltd. (present position)
3975 shares
Attendance at the (Reasons for appointment of the candidate for External Director Serving
as an Audit & Supervisory Committee Member and expected roles)
meetings of theBoard of Directors: Although Nobuko Ishibashi has never been directly involved in the
management of a corporation, she possesses extensive practical
14/14 (100%)experience and advanced capabilities and insight in legal affairs ingeneral as an attorney.
Additionally, she meets all the requirements of independence criteria
Attendance at theset forth by the Company, and there is no issue with her independence
meetings of the(Note 6).
Audit &She is appointed as a candidate for External Director Serving as an
Supervisory
Audit & Supervisory Committee Member in the expectation that she
Committee:
will provide valuable advice to the Board of Directors and conduct
11/11 (100%)
objective and neutral audits of the Company to ensure legal complianceand appropriateness of business executions of the Company by utilizing
her extensive practical experience and professional insight, thereby
contributing to the establishment of a quality corporate governancestructure that responds to social trust.
(Notes) 1. No special interests exist between the candidates for the positions of Directors Serving as Audit & Supervisory
Committee Members and the Company.
2. Mr. Hideo Yamada and Ms. Nobuko Ishibashi are candidates for External Directors Serving as Audit &Supervisory Committee Members. They are registered as Independent Directors as stipulated in the Securities
Listing Regulations, having no potential conflict with the interests of general shareholders.
3. Mr. Hideo Yamada is an External Director Serving as an Audit & Supervisory Committee Member of theCompany with term of office of 4 years as of the conclusion of this Annual Shareholders Meeting.
4. Ms. Nobuko Ishibashi is an External Director Serving as an Audit & Supervisory Committee Member of theCompany with term of office of 4 years as of the conclusion of this Annual Shareholders Meeting.
5. Transactions between Mr. Hideo Yamada as individual and the Group, and between the entity to which Mr. Hideo
Yamada belongs and the Group• There are no donations or business relationships between Mr. Hideo Yamada as individual and the Group, andbetween Waseda University to which Mr. Hideo Yamada belongs and the Group (except for a stationary
relationship as a general depositor with Mr. Hideo Yamada as an individual).
6. Transactions between Ms. Nobuko Ishibashi as individual and the Group, and between the entity to which Ms.
Nobuko Ishibashi belongs and the Group• There are no advisory contracts, consulting contracts or business relationships between Ms. Nobuko Ishibashi
as individual and the Group, and between Kobe City Law Office to which Ms. Nobuko Ishibashi belongs andthe Group (except for a stationary relationship as a general depositor with Ms. Nobuko Ishibashi as anindividual).
7. Liability Limitation Agreements with External Directors• The Company has executed agreements with Mr. Hideo Yamada and Ms. Nobuko Ishibashi to the effect that
their liabilities shall be limited to the amount prescribed in Article 425, Paragraph 1 of the Companies Act, aslong as they are in good faith and without gross negligence in performing their duties.
• If elected as External Directors Serving as Audit & Supervisory Committee Members at this Annual
Shareholders Meeting, the Company shall continue said agreement with Mr. Hideo Yamada and Ms. Nobuko
Ishibashi.

-20-

8. Directors and officers liability insurance insuring all of the candidates for Directors Serving as Audit &Supervisory Committee Members• The Company executed a Directors and officers liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act and each Director Serving as an Audit &Supervisory Committee Member is included thereunder as an insured party. The agreement covers damages andlegal fees borne by the insured persons arising from an act or failure to act by those insured persons inconnection with their positions, and the insurance premiums for all of the insured persons are paid in full by theCompany. If the election of each of the candidates for Directors Serving as Audit & Supervisory Committee
Members in this Agenda is approved, each of the candidates for Directors Serving as Audit & Supervisory
Committee Members will be insured under said agreement. The Company intends to renew said agreement withthe same conditions at the next renewal.

-21-

(Reference)

Board of Directors Skill Matrix
The Company’s basic stance is to compose its Board of Directors so that their overall knowledge,
experience, capabilities, and other qualities are well-balanced in order to realize sustainable growth andmedium- to long-term improvement in corporate value of the Company.
Based on the long-term vision of being “the best regional bank contributing to growth for all stakeholders
through finance and consulting”, the following matrix indicates the knowledge, experience, capabilities,
and other qualities that the Company believes its Board of Directors should possess, and the knowledge,
experience, capabilities, and other qualities possessed by the candidates for Directors proposed for election
as Directors at this Annual Shareholders Meeting:Knowledge, experience, capabilities, etc. that the Company’s Board of Directors should possess
Name

Corporate
Finance/ Legal affairs/
Risk
Consulting/management Accounting Compliance management Marketing

○

○

○

○

○

Marketoperations

Human
resources/
Diversity

IT/Digital

○

○

○

Takashige Shibato○

Hisashi Goto○

Hiroshi Miyoshi○

Hiroshi Takada

○

○

○

Toshihiro Sakamoto

○

○

○

Nobuhiko Yamakawa○

Masahiko Fukasawa○

Toshiya Kosugi○○

Nobuko Ishibashi

○

○

○
○

○

○

○

○

Tetsuya Maruta

Hideo Yamada

○

○

○

○

○

○

○
○

○

-22-

○

Agenda No. 4

Election of Two (2) Substitute Directors Serving as Audit & Supervisory
Committee Members

The appointment of the current Substitute Directors Serving as Audit & Supervisory Committee Members
remains in effect until the holding of this Annual Shareholders Meeting. Accordingly, in preparation for
instances in which the number of Directors Serving as Audit & Supervisory Committee Members is shortof the statutory minimum, we once again ask for the election of two (2) Substitute Directors Serving as
Audit & Supervisory Committee Members.
The following are the candidates for Substitute Directors Serving as Audit & Supervisory Committee
Members. Subject to Agenda No. 3 “Election of Three (3) Directors Serving as Audit & Supervisory
Committee Members” being approved as proposed, we ask for the election of Mr. Ryuichi Fukunaga as thesubstitute for Director Serving as an Audit & Supervisory Committee Member Mr. Tetsuya Maruta, and Ms.
Yoshiko Namitome as the substitute for External Director Serving as an Audit & Supervisory Committee
Member Mr. Hideo Yamada and External Director Serving as an Audit & Supervisory Committee Member
Ms. Nobuko Ishibashi. The resolution for this Agenda shall remain in effect until the holding of the next
Annual Shareholders Meeting.
The Audit & Supervisory Committee approved this Agenda.

-23-

Candidate
No.

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)
April 1992:
October 2011:

1

Joined The Bank of Fukuoka, Ltd.
Assistant General Manager of the Corporate
Planning Division of said bank
April 2016:
General Manager of Oita Branch of said bank
April 2018:
ALM General Manager of the Corporate Planning
Division of said bank
April 2019:
General Manager of the Corporate Business of saidbankApril 2020:
General Manager of the Sales Administration
Division of said bank
April 2021:
General Manager of the Operations Management
Division of said bank
April 2023:
General Manager of the Internal Audit Division of
the Company
April 2024:
Director Serving as an Audit & Supervisory
Committee Member of The Bank of Fukuoka, Ltd.
(present position)
Ryuichi Fukunaga (Status of material concurrent positions)
Born on September Director Serving as an Audit & Supervisory Committee Member of The
Bank of Fukuoka, Ltd.
27, 1969(Reasons for appointment of the candidate for Substitute Director
Serving as an Audit & Supervisory Committee Member)
Ryuichi Fukunaga has worked in the planning division and held
positions as the general manager of the branch and the general manager
of divisions of sales and operations management, and served as Director
Serving as an Audit & Supervisory Committee Member from April
2024 at the Group company, The Bank of Fukuoka. At the Company, he
has served as the general manager of the internal audit division. Basedon his experience, he possesses the quality and track record to properly
fulfill the role and responsibilities as a Director Serving as an Audit &Supervisory Committee Member for general group management andoverall banking operations.
He is appointed as a candidate for Substitute Director Serving as an
Audit & Supervisory Committee Member in the expectation that he will
utilize his extensive management experience and insight in financial
practice to contribute to the establishment of a quality corporate
governance structure that responds to social trust.

Number of Sharesof the Company
Owned

-24-

232 shares

Candidate
No.

2

Name
Date of Birth

Career Summary (Position and Divisions in charge of at the Company
and Status of Material Concurrent Positions)

December 2014: Registered as lawyer
December 2014: Joined Mitsukado Law Office (present position)(Reasons for appointment of the candidate for Substitute External
Director Serving as an Audit & Supervisory Committee Member andexpected roles)
Although Yoshiko Namitome has not been directly involved in the
Yoshiko Namitome management of a corporation, she possesses extensive practical
Born on August 18, experience and professional insight in the overall legal affairs as an
1976
attorney.
Additionally, she meets all the requirements of independence criteria set
forth by the Company, and there is no issue with her independence (NoteExternal Officer
4).
She is appointed as a candidate for Substitute Director Serving as an
Independent
Audit & Supervisory Committee Member in the expectation that she will
Director
provide valuable advice to the Board of Directors and conduct objective
and neutral audits of the Company to ensure legal compliance andappropriateness of the operation executions of the Company by utilizing
her extensive practical experience and professional insight, thereby
contributing to the establishment of a quality corporate governancestructure that responds to social trust.

Number of
Shares of theCompany
Owned

0 shares(Notes) 1. No special interests exist between the candidates for the positions of Substitute Directors Serving as Audit &Supervisory Committee Members and the Company.
2. Ms. Yoshiko Namitome is a candidate for Substitute External Director Serving as an Audit & Supervisory
Committee Member.
3. If Ms. Yoshiko Namitome assumes the office of External Director Serving as an Audit & Supervisory Committee
Member, she is scheduled to be registered as an Independent Director as stipulated in the Securities Listing
Regulations, having no potential conflict with the interest of general shareholders.
4. Transactions between Ms. Yoshiko Namitome as individual and the Group, and between the law firm to which
Ms. Yoshiko Namitome belongs and the Group• There are no advisory contracts, consulting contracts or business relationships between Ms. Yoshiko Namitome
as individual and the Group, and between Mitsukado Law Office to which Ms. Yoshiko Namitome belongs andthe Group (except for a stationary relationship as a general depositor with Ms. Yoshiko Namitome as anindividual).
5. Liability Limitation Agreements with Substitute External Directors Serving as Audit & Supervisory Committee
Members• The Company plans to execute an agreement with Ms. Yoshiko Namitome, should she assume the office ofExternal Director Serving as an Audit & Supervisory Committee Member, to the effect that her liability shall belimited to the amount prescribed in Article 425, Paragraph 1 of the Companies Act, as long as she is in goodfaith and without gross negligence in performing her duties.
6. Directors and officers liability insurance insuring all of the candidates for Substitute Directors Serving as Audit &Supervisory Committee Members• The Company executed a Directors and officers liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act and each Director Serving as an Audit &Supervisory Committee Member is included thereunder as an insured party. The agreement covers damages andlegal fees borne by the insured persons arising from an act or failure to act by those insured persons inconnection with their positions, and the insurance premiums for all of the insured persons are paid in full by theCompany. If the election of each of the candidates for Substitute Directors Serving as Audit & Supervisory
Committee Members in this Agenda is approved and those candidates assume office as Directors Serving as
Audit & Supervisory Committee Members, they will be insured under said agreement. The Company intends torenew said agreement with the same conditions at the next renewal.

-25-

(Reference)

Fukuoka Financial Group
Criteria for Independence
To be deemed to have independence from the Company, the External Directors of the Company must fulfill the following
requirements.
1.

One cannot be a person or an entity whose principal customer is the Company or its subsidiary bank (Note 1)(hereinafter referred to as the Company or its subsidiaries) (Note 2) or cannot be an operating officer of such person orentity.

2.

One cannot be a principal customer of the Company or its subsidiaries (Note 3) or cannot be an operating officer ofsuch customer.

3.

One cannot be a legal professional, accounting professional or consultant who receives a significant amount of cash orother form of asset (Note 4) other than Directors’ compensation from the Company (in the case a recipient is an entity,
such as a corporation or partnership, one cannot be an individual belonging to such entity).

4.

One cannot be a principal shareholder of the Company (holding 10% or more of the total shareholder voting rights) orcannot be an operating officer of such shareholder.

5.

One cannot be a relative within the third degree of kinship of persons described below (unless insignificant (Note 5).
(1) Any person who does not meet the requirements listed in the items from 1 to 4 above(2) Director, an operating officer such as Executive Officer, etc. of the Company or its subsidiaries

6.

The Company may determine a person not meeting the requirements of items 1 through 5 above as being appropriately
independent and elect that person as an External Director on condition that the Company provides reasons for theappropriateness.

(Notes) 1. “Subsidiary bank”
The banks that are subsidiaries of Fukuoka Financial Group, Inc.
2. “A person or an entity whose principal customer is the Company or its subsidiaries”
Judgment shall be determined by either of the following criteria:• Annual transaction amount between such person or entity and the Company or its subsidiaries exceeds 2% of
the annual consolidated sales of that person or entity• When such person or entity is dependent on the Company or its subsidiaries in terms of financing to the extent
that the person or entity has no alternative sources, such as a case where that person or entity has difficulty inborrowing funds from financial institutions other than the Company or its subsidiaries
3. “A principal customer of the Company or its subsidiaries”
Judgment shall be made based on whether annual operating gross profit resulting from transactions with suchcustomer exceeds 2% of the annual consolidated operating gross profit of the Company
4. “Significant amount of cash or other form of asset”
Judgment shall be made based on the average for the past three fiscal years whether an individual recipient
receives 10 million yen or more per annum or an entity recipient receives the amount equal to 2% or more of its
annual sales.
5. “Insignificant”
An individual below the rank of Director, Executive Officer, Audit & Supervisory Board Members, ordepartmental head (for an individual from an entity such as a law firm or audit firm, an individual without aprofessional license such as an attorney at law or public accountant)-26-