第四北越フィナンシャルグループ（7327） – Notice of Convocation Annual General Meeting 2022

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, and qualified 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, 2022 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, Japan NOTICE OF CONVOCATION OF THE 4TH 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 4th Annual General Meeting of Shareholders of Daishi Hokuetsu Financial Group, Inc. (the “Company”) will be held for the purposes described below. In view of prevention of spread of novel coronavirus (COVID-19) infections, we have decided to hold the meeting with appropriate preventative measures in place. We would appreciate your understanding that, as last year, the number of seats available for the general meeting of shareholders will be substantially reduced accordingly. From the perspectives of preventing the spread of the infection and prioritizing the health and safety of our shareholders, we request that you refrain from attending in person on the day of the meeting. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights via the Internet, etc. or in writing by 5:20 p.m. on Thursday, June 23, 2022, Japan time. The Company plans to subsequently provide a video record of this General Meeting of Shareholders via its webpage (https://www.dhfg.co.jp/english/). 1. Date and Time: 2. Place: Friday, June 24, 2022, at 10 a.m. Japan time (The reception begins at 9 a.m.) Daishi Hokuetsu Hall on the second floor of Daishi Hokuetsu Bank, Ltd.’s head office located at1071-1, Higashiborimae-dori, 7-bancho, Chuo-ku, Niigata, Japan (Please refer to the “Location of General Meeting of Shareholders” attached at the end of this document (Japanese version only).) 1 3. Agenda: Matters to be reported: Proposals to be resolved: The Business Report, and the Consolidated Financial Statements and Non-consolidated Financial Statements for the Company’s 4th Fiscal Year (April 1, 2021–March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements Proposal 1: Partial Amendments to the Articles of Incorporation Proposal 2: Election of Eight (8) Directors Not Serving as Audit & Supervisory Proposal 3: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members Committee Members Note on the System for Providing General Shareholder Meeting Materials in Electronic Format A System for Providing General Shareholder Meeting Materials in Electronic Format will be implemented on September 1, 2022. Accordingly, we will start providing shareholder meeting materials on our website, etc. starting in the next general meeting of shareholders (in and after March 2023) and shareholders will receive only a simple convocation notice (a notice to the effect that general shareholder meeting materials are posted on the website along with the website address). Shareholders who wish to receive general shareholder meeting materials in paper-based format for the next annual general meeting of shareholders are required to take a procedure for “request for the delivery of materials in paper-based format” during the period from September 1, 2022 to March 31, 2023. Please contact the securities company you have the account with if you wish to make the “request for the delivery of materials in paper-based format” through a securities company, or Mitsubishi UFJ Trust and Banking Corporation (Telephone number exclusive for the system for providing general shareholder meeting materials in electronic format: 0120-696-505 Operating hours: 9:00 to 17:00 on business days, excluding Saturdays, Sundays and national holidays), through the administrator of shareholder registry. ● On the day of the meeting, a video will be filmed from the rear of the venue for later broadcast. We request your understanding in this matter. 2 4. Instructions for the Exercise of Voting Rights (1) Methods for the exercise of voting rights etc., and mailing the Voting Rights Exercise Form. (2) Handling of duplicate votes You can exercise your voting rights by three methods: attending the meeting in person, using the Internet, If you have exercised your voting rights both by the Voting Rights Exercise Form and via the Internet, etc., the vote exercised via the Internet shall be deemed effective. If you have exercised your voting rights more than once via the Internet, etc., only the last vote shall be deemed effective. (3) Handling of diverse exercise If you wish to make a diverse exercise of your voting rights, please notify the Company of your 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 proxy If you are unable to attend the meeting, you may exercise your voting rights by proxy. Such proxy must be a shareholder of the Company who holds voting rights and will be required to submit a document certifying the authority as proxy. (5) Disclosure via the Internet Among the documents to be attached to this notice of convocation, the information listed in 1) to 3) below is disclosed on our website (https://www.dhfg.co.jp/) and not included in the attached documents, pursuant to the relevant laws and regulations and the provision of Article 15 of the Company’s Articles of Incorporation. 1) “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 2) Consolidated Statement of Shareholders’ Equity and Notes to the Consolidated Financial Statements 3) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial Statements The Business Report and the Non-consolidated and Consolidated Financial Statements that were audited by the Audit & Supervisory Committee include the above 1) to 3) provided on our website, as well as those attached to this notice of convocation. The Non-consolidated and Consolidated Financial Statements that were audited by the Accounting Auditors include the above 2) and 3) provided on our website, as well as those attached to this notice of convocation. End ● Should any amendments be made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, they will be posted on the Company’s website (https://www.dhfg.co.jp/). ● Matters disclosed via the Internet are available in a printed version (Japanese only). If you wish to receive the documents by mail, These documents are also available at the reception desk on the day of the meeting, so please let us know if you need the documents. please call the head office at 025-224-7111. 3 Reference Documents for the General Meeting of Shareholders Proposals and Reference Documents Proposal 1: Partial Amendment to the Articles of Incorporation 1. Reason for the amendment The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for providing general shareholder meeting materials in electronic format, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 15, Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the Internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related (The amended portion is underlined) After Amendment < Deleted > to the effective date, etc. shall be established. 2. Details of the amendment Details of the amendment are as follows. Current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) Article 15 The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference materials for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the Internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. 4 Current Articles of Incorporation After Amendment < Newly established > (Measures for Electronic Provision, Etc.) Article 15 The Company shall, when convening 2. a general meeting of shareholders, provide information contained in the reference materials for the general meeting of shareholders, etc. electronically. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. Supplementary provisions 1. The amendment to Article 15 of the current Articles of Incorporation shall come into effect on September 1, 2022, the date of enforcement of the amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 15 (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) of the Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. < Newly established > 5 [Supplemental explanation concerning Proposal 1 “Partial Amendments to the Articles of Incorporation”] A system for providing general shareholder meeting materials in electronic format is the system that enables companies to provide their shareholders with general shareholder meeting materials by means of uploading these materials onto their own website, etc. and notifying shareholders in writing of the said website address, etc. Since the system is forcibly applied to listed companies, the Company will use it from the next general meeting of shareholders (in or after March 2023) and will provide shareholders with a simplified convocation notice (which notifies uploading of the materials on the website and the address thereof). Shareholders who wish to receive the general shareholder meeting materials in paper-based format for the next annual general meeting of shareholders are required to take a procedure for “request for delivery of materials in paper-based format” during the period from September 1, 2022 to March 31, 2023. For details of the procedure of “request for delivery of materials in paper-based format,” please contact the securities company with which you have an account, or Mitsubishi UFJ Trust and Banking Corporation (Telephone number exclusive for the system for providing general shareholder meeting materials in electronic format: 0120-696-505 Operating hours: 9:00 to 17:00 on business days, excluding Saturdays, Sundays and National holidays) which serves as the Company’s shareholder registry administrator. 6 Proposal 2: Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit & Supervisory Committee Members; hereinafter the same applies within this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to elect eight (8) Directors. The Company has established the Nomination and Remuneration Committee to ensure the opportunity to receive appropriate involvement and advice from Outside Directors on important matters such as the election and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is an advisory body to the Board of Directors composed of 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. Although this proposal was discussed by the Audit & Supervisory Committee, there were no special matters to note. The candidates for Director are as follows: No. Name Current position in the Company 1 Fujio Namiki Renomination 2 Michiro Ueguri Renomination 3 Kazuyoshi Hirokawa Renomination Chairman and Representative Director President and Representative Director Representative Director and Senior Managing Director 4 Makoto Takahashi Renomination Director 5 Ken Shibata Renomination Director 6 Takayoshi Tanaka Renomination Director 7 Toshiyuki Maki Renomination Director 8 Masami Watanabe Renomination Director Attendance at Meetings of the Board of Directors (4th term) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 7 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Joined The Daishi Bank, Ltd. General Manager, Kashiwazaki Minami Office April 1975 August 1998 February 2000 General Manager, Business Development Division February 2002 General Manager, Tsubame Office June 2004 June 2005 June 2006 April 2007 April 2008 June 2009 July 2009 June 2010 June 2011 June 2012 October 2018 February 2019 January 2021 April 2021 General Manager, Sanjo Office and General Manager, Sanjo Minami Office Director, General Manager, Sanjo Office Director stationed in Joestsu/General Manager, Takada Office Director and Executive Officer stationed in Joetsu/General Manager, Takada Office Managing Director, General Manager in charge of Business Promotion Division/Retail Business Division/Financial Service Division/Customer Consulting Office Managing Director in charge of Business Promotion Division/Retail Business Division/Financial Service Division/Customer Consulting Office Managing Director in charge of Business Promotion Division/Retail Business Division/Financial Service Division Managing Director in charge of Credit Supervision Division/Loan Examination Division/Loan Administration Division Senior Managing Director in charge of Planning Coordination Division/Credit Supervision Division/Loan Examination Division/Loan Administration Division/Tokyo Representative Office President, Chairman of Board of Directors in charge of Supervision/Secretariat President and Representative Director, Chairman of Board of Directors, Supervision, the Company President, Chairman of Board of Directors in charge of Supervision/Secretariat/Audit and Inspection Division, The Daishi Bank, Ltd. President, Chairman of Board of Directors in charge of Supervision/Secretariat/Audit and Inspection Division, Daishi Hokuetsu Bank, Ltd. Chairman and Representative Director in charge of Supervision/Audit and Inspection Division, the Company (current position) Director in charge of Supervision/Audit and Inspection Division, Daishi Hokuetsu Bank, Ltd. 8,600 Fujio Namiki (June 20, 1951) (Age: 71*) Renomination 1 Years in service as Director: 3 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 of the bank’s Representative Director in June 2011, President in June 2012, the Company’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 and responsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Outside Director, HOKURIKU GAS CO., LTD. Outside Director, Broadcasting System of Niigata Inc. 8 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Michiro Ueguri (December 24, 1962) (Age: 59*) Renomination October 2018 June 2019 June 2020 2 April 1986 April 2008 June 2009 June 2012 June 2015 June 2016 April 2017 June 2017 June 2018 January 2021 April 2021 Joined The Daishi Bank, Ltd. General Manager, Kashiwazaki Minami Office Acting General Manager, Planning Coordination Division General Manager, Planning Coordination Division General Manager, Tokyo Office, and Chief Representative, Tokyo Representative Office Executive Officer, General Manager, Tokyo Office, and Chief Representative, Tokyo Representative Office Executive Officer and General Manager, Group Strategy Planning Division Director, Executive Officer and General Manager, Group Strategy Planning Division Managing Director in charge of Planning Coordination Division/Tokyo Representative Office Director in charge of Corporate Planning Division, the Company Managing Director in charge of Planning Coordination Division/Tokyo Representative Office/General Affairs Division/Human Resources Division, The Daishi Bank, Ltd. Director in charge of Systems Administration Management Division and Business Planning Division, the Company Managing Director, General Manager, Operation Headquarters, in charge of Administration Management Division/System Planning Division/Operation Centralization Division/Operation Support Division, The Daishi Bank, Ltd. Director in charge of Business Planning Division, the Company Managing Director, General Manager, Business Headquarters, Daishi Hokuetsu Bank, Ltd. President and Representative Director, Chairman of Board of Directors, Supervision, the Company (current position) President and Director, Chairman of Board of Directors in charge of Supervision/Secretariat Division, Daishi Hokuetsu Bank, Ltd. (current position) 3,500 Years in service as Director: 3 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, human resources, administration and sales, thereby accumulating considerable experience and broad knowledge. He has served as Director of the Company since its establishment in October 2018, and was appointed President and Representative Director of the Company and President and Director of Daishi Hokuetsu Bank, Ltd. in April 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] President and CEO, Daishi Hokuetsu Bank, Ltd. 9 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held April 1985 July 2008 July 2010 June 2012 June 2015 June 2017 June 2018 October 2018 April 2019 January 2021 April 2021 Joined The Hokuetsu Bank, Ltd. Deputy General Manager, Human Resources Division General Manager, Miyauchi Branch General Manager, Operation Supervision Division Director and General Manager, General Planning Division Senior Managing Director in charge of General Planning Division/Human Resources Division/Secretarial Office/Tokyo Office, Supervision of affiliated companies Senior Managing Director in charge of Human Resources Division/Secretarial Office/Tokyo Office Director in charge of Personnel Planning Division, the Company Senior Managing Director in charge of Risk Control Division/Human Resources Division/Secretarial Office/Tokyo Office, The Hokuetsu Bank, Ltd. Senior Managing Director in charge of Human Resources Division, Daishi Hokuetsu Bank, Ltd. Representative Director and Senior Managing Director in charge of Personnel Planning Division/ Risk Management Division, the Company (current position) Senior Managing Director in charge of Human Resources Division/Risk Supervision Division, Daishi Hokuetsu Bank, Ltd. (current position) 5,700 Kazuyoshi Hirokawa (August 19, 1961) (Age: 60*) Renomination 3 Years in service as Director: 3 years and 9 months* [Reason for nomination as Director] Mr. Kazuyoshi Hirokawa assumed the office of Director of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2015 and has supervised the divisions of business planning, human resources and risk management, thereby accumulating considerable experience and broad knowledge. Having assumed the office of the bank’s Representative Director in June 2017, the Company’s Director since its establishment in October 2018, Senior Managing Director of Daishi Hokuetsu Bank, Ltd. since January 2021, and the Company’s Representative Director and Senior Managing Director since April 2021, he has appropriately fulfilled his duties and responsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Senior Managing Director, Daishi Hokuetsu Bank, Ltd. 10 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Makoto Takahashi (February 23, 1962) (Age: 60*) Renomination 4 April 2021 April 1985 July 2008 July 2009 June 2011 July 2012 June 2013 June 2015 June 2017 June 2018 October 2018 April 2019 January 2021 June 2021 Joined The Hokuetsu Bank, Ltd. Senior Manager, General Planning Division General Manager, Gosen Branch Deputy General Manager and Business Promotion Manager, Business Supervision Division Senior Manager, Loan Division General Manager, Loan Division General Manager, Business Supervision Division Director, General Manager, General Planning Division Managing Director, General Manager, General Planning Division, Supervision of affiliates Director in charge of Consolidation Promotion Division, the Company Managing Director in charge of General Planning Division/Consolidation Promotion Division, Supervision of affiliates, The Hokuetsu Bank, Ltd. Director in charge of Consolidation Promotion Division/Systems Operation Administration Division, the Company Managing Director, General Manager, Operation Headquarters, in charge of Operation Administration Division /System Planning Division/Operation Centralization Division/Operation Support Division, Daishi Hokuetsu Bank, Ltd. Director in charge of Regional Revitalization Division /Systems Operation Administration Division Managing Director, General Manager, Operation Headquarters, in charge of Administration Management Division/System Planning Division/Operation Centralization Division/Operation Support Division/Business Headquarters, Daishi Hokuetsu Bank, Ltd. Director in charge of General Affairs Division /Systems Operation Administration Division, the Company (current position) Managing Director, General Manager, Operation Headquarters, in charge of Administration Management Division/System Planning Division/Operation Centralization Division/Operation Support Division/General Affairs Division, Daishi Hokuetsu Bank, Ltd. (current position) 4,150 Years in service as Director: 3 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 the Company in October 2018, he has served as Director, and as Managing Director of Daishi Hokuetsu Bank, Ltd. since January 2021, and has adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Managing Director, Daishi Hokuetsu Bank, Ltd. 11 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Ken Shibata (January 19, 1967) (Age: 55*) Renomination 5 April 1989 February 2011 June 2012 June 2015 June 2018 October 2018 June 2020 January 2021 April 2021 June 2021 Joined The Daishi Bank, Ltd. General Manager, Tsubame Minami Office Acting General Manager, Planning Coordination Division General Manager, Planning Coordination Division Director and Executive Officer, General Manager, Planning Coordination Division General Manager, Business Planning Division, the Company Director, General Manager, Corporate Planning Division, in charge of Risk Management Division, the Company Managing Director, General Manager, Planning Coordination Division, in charge of Tokyo Representative Office/Risk Control Division, The Daishi Bank, Ltd. Director in charge of Corporate Planning Division/Risk Management Division, the Company Managing Director in charge of Planning Coordination Division/Tokyo Representative Office/Risk Supervision Division, Daishi Hokuetsu Bank, Ltd. Director in charge of Corporate Planning Division/Group Strategy Promotion Division, the Company Managing Director in charge of Planning Coordination Division/Tokyo Representative Office, Daishi Hokuetsu Bank, Ltd. Director in charge of Corporate Planning Division/Group Strategy Promotion Division and Treasury and Capital Markets Division , the Company (current position) Managing Director in charge of Planning Coordination Division/Tokyo Representative Office and Treasury and Capital Markets Division, Daishi Hokuetsu Bank, Ltd. (current position) 2,500 Years in service as Director: 2 years* [Reason for nomination as Director] Mr. Ken Shibata assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2018 and has supervised the divisions of corporate planning, risk management, securities operation, thereby accumulating considerable experience and broad knowledge. He has served as Director of the Company and Managing Director of Daishi Hokuetsu Bank, Ltd. since June 2020. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Managing Director, Daishi Hokuetsu Bank, Ltd. 12 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Takayoshi Tanaka (June 15, 1963) (Age: 59*) Renomination 6 April 1987 February 2009 February 2011 June 2013 June 2015 June 2017 October 2018 June 2019 June 2020 January 2021 June 2021 July 2021 Joined The Daishi Bank, Ltd. General Manager, Nagaoka Shiyakushomae Office General Manager, Gosen Office General Manager, Tokamachi Office General Manager, Human Resources Division Executive Officer, General Manager, Human Resources Division General Manager in charge of Personnel Planning Division, the Company Director and Executive Officer, General Manager, Human Resources Division, The Daishi Bank, Ltd. Managing Director, General Manager, Head Office Business Division, and Manager, Niigata Airport Sub-office, in charge of Personnel Division, The Daishi Bank, Ltd. Senior Managing Executive Officer, General Manager, Head Office Business Division and Manager, Niigata Airport Sub-office, Daishi Hokuetsu Bank, Ltd. Director, The Daishi Bank, Ltd. (current position) Managing Executive Officer, General Manager, Head Office Business Division, and Manager, Niigata Airport Sub-office, Daishi Hokuetsu Bank, Ltd. Managing Director, General Manager, Head Office Business Division and Niigata Branch, and Manager, Niigata Airport Sub-office, Daishi Hokuetsu Bank, Ltd. (current position) 4,826 Years in service as Director: 1 year* [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 has served as Director of the Company and Managing Director and General Manager of the Head Office Business Division of Daishi Hokuetsu Bank, Ltd. since June 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Managing Director, Daishi Hokuetsu Bank, Ltd. 13 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held April 1990 April 2013 June 2014 June 2015 June 2017 June 2018 Joined The Daishi Bank, Ltd. Deputy General Manager, Corporate Sales Support Division Deputy General Manager, Loan Examination Division General Manager, Kameda Office General Manager, Sanjo Office and General Manager, Sanjo Higashi Office Executive Officer and General Manager, Consulting Promotion Division October 2018 General Manager, Business Planning Division, the Toshiyuki Maki (December 19, 1966) (Age: 55*) Renomination June 2019 June 2019 June 2020 7 January 2021 April 2021 June 2021 900 Company Director, Executive Officer and General Manager, Consulting Promotion Division, The Daishi Bank, Ltd. Director, Executive Officer and General Manager, Business Headquarters Managing Director, General Manager, Business and Regional Revitalization Headquarters Senior Managing Executive Officer and General Manager, Business and Regional Revitalization Headquarters, Daishi Hokuetsu Bank, Ltd. General Manager, Regional Revitalization Division, the Company Director, General Manager, Regional Revitalization Headquarters and Regional Revitalization Division (current position) Managing Director and General Manager, Business Headquarters, in charge of Consulting Division and Business Development and Planning Division, Daishi Hokuetsu Bank, Ltd. (current position) Years in service as Director: 1 year* [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 Director and General Manager of the Regional Revitalization Headquarters and Regional Revitalization Division, and Managing Director and General Manager of the Business Headquarters of Daishi Hokuetsu Bank, Ltd. since June 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Managing Director, Daishi Hokuetsu Bank, Ltd. 14 No. Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Masami Watanabe (January 23, 1961) (Age 61*) Renomination 8 April 1983 June 2006 Joined The Hokuetsu Bank, Ltd. General Manager, Assessment Management Office, Audit and Inspection Division June 2008 General Manager, Shirone Branch December 2009 Loan Examination Supervisor, No. 2 Loan Division April 2010 June 2012 April 2014 April 2017 June 2017 June 2019 Deputy General Manager, No. 2 Loan Division General Manager, Naoetsu Branch General Manager, No. 2 Loan Division General Manager, Loan Division Director and General Manager, Niigata Branch Managing Director in charge of Loan Division/Market and Capital Division Senior Managing Executive Officer in charge of the Jochuetsu region, Daishi Hokuetsu Bank, Ltd. Senior Managing Executive Officer and General Manager, Nagaoka Head Office Business Division Director, the Company (current position) Senior Managing Executive Officer and General Manager, Nagaoka Head Office Business Division and Nagaoka Main Office, Daishi Hokuetsu Bank, Ltd. (current position) June 2021 July 2021 January 2021 April 2021 1,212 Years in service as Director: 1 year* [Reason for nomination as Director] Mr. Masami Watanabe assumed the office of Director of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2017 and supervised the loan and securities management divisions, thereby accumulating considerable experience and broad knowledge. He has served as Senior Managing Executive Officer of Daishi Hokuetsu Bank, Ltd. since January 2021 and as Director of the Company since June 2021. He has appropriately fulfilled his duties and responsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group. [Significant concurrent positions] Senior Managing Executive Officer, Daishi Hokuetsu Bank, Ltd. *The age and the number of years in service for each candidate 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 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 and passed without alternation, then all candidates for the position of Director will be insured under the contract. The Company intends to renew the directors and officers liability insurance contract under the same terms when it comes due for renewal. 15 Proposal 3: Election of Five (5) Directors Serving as Audit & Supervisory Committee Members The term of office of the five (5) current Directors serving as Audit & Supervisory Committee Members, who are Mr. Yutaka Kimura, Mr. Koichi Masuda, Mr. Hiroshi Fukuhara, Mr. Toshizo Oda, and Mr. Kazuaki Matsumoto, out of the six (6) current Directors serving as Audit & Supervisory Committee Members, will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to elect five (5) Directors serving as Audit & Supervisory Committee Members. The Company has established the Nomination and Remuneration Committee to ensure the opportunity to receive appropriate involvement and advice from Outside Directors on important matters such as the election and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is an advisory body to the Board of Directors composed of 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 2 “Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members” and this proposal are both approved and passed without alteration, then there will be five (5) independent directors based on the regulations of the Tokyo Stock Exchange Inc., and more than one third of 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 Company 1 Yutaka Kimura Renomination 2 Toshizo Oda Renomination 3 Kazuaki Matsumoto Renomination Director (Audit & Supervisory Committee Member) Director (Audit & Supervisory Committee Member) (Outside Director) Director (Audit & Supervisory Committee Member) (Outside Director) 4 Tadashi Shirai New nomination 5 Hiroyuki Kikuchi New nomination – – Attendance at Meetings of the Board of Directors (4th term) 12/12 (100%) 11/12 (91%) 12/12 (100%) – – 16 Name (Date of birth) Yutaka Kimura (June 5, 1963) (Age: 59*) Renomination 1 Past experience, positions and responsibilities April 1986 February 2009 February 2011 February 2013 February 2015 March 2017 October 2018 June 2020 Joined The Daishi Bank, Ltd. General Manager, Kodo Office General Manager, Maki Office General Manager, Murakami Office General Manager, Management Supervision Division General Manager, Risk Supervision Division General Manager, Risk Management Division, the Company Director (Audit and Supervisory Committee Member) (current position) Number of shares of the Company held 1,300 Years in service as Director: 2 years* [Reason for nomination as Director and summary of expected roles] After serving as General Manager at multiple offices of The Daishi Bank Ltd. (currently Daishi Hokuetsu Bank, Ltd.), Mr. Yutaka Kimura assumed the office of General Manager of Management Supervision Division, Risk Supervision Division as well as Risk Management Division of the Company, thereby accumulating considerable experience and broad knowledge in risk management and compliance. Having assumed the office of Director serving as Audit & Supervisory Committee Member of the Company, he has adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director serving as Audit & Supervisory Committee Member 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. [Significant concurrent positions] None 17 Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held Toshizo Oda (June 8, 1950) (Age: 72*) Renomination April 1974 March 2008 March 2010 March 2013 March 2014 June 2014 June 2015 June 2016 October 2018 March 2022 Joined The Niigata Nippo Co., Ltd. (“Niigata Nippo”) Director, Niigata Nippo Managing Director, Niigata Nippo Senior Managing Director, Niigata Nippo Representative Director and President, Niigata Nippo Outside Director, Broadcasting System of Niigata Inc. (current position) Outside Corporate Auditor, The Daishi Bank, Ltd. Outside Director (Audit and Supervisory Committee Member), The Daishi Bank, Ltd. Outside Director (Audit & Supervisory Committee Member), the Company (current position) Representative Director and Chairman, Niigata Nippo (current position) 3,100 2 Years in service as Director: 3 years and 9 months* [Reason for nomination as Outside Director and summary of expected roles] Mr. Toshizo Oda assumed the office of Outside Corporate Auditor of The Daishi Bank Ltd. (currently Daishi Hokuetsu Bank, Ltd.), in June 2015 and Outside Director serving as Audit and Supervisory Committee Member in June 2016. Since its establishment in October 2018, he has adequately fulfilled his duties and responsibilities as Outside Director serving as Audit & Supervisory Committee Member of the Company by utilizing his ample experience and broad knowledge as a manager of a news medium of highly public and ethical nature. 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. [Significant concurrent positions] Representative Director and Chairman, The Niigata Nippo Co., Ltd Outside Director, Broadcasting System of Niigata Inc. * Mr. Toshizo Oda plans to retire as Outside Director of Broadcasting System of Niigata Inc. on June 23, 2022, and to assume the office of Corporate Auditor of the same company on the same day. [Independence] Mr. Toshizo Oda satisfies the Independence Criteria” (please see Reference 1 on Page 22) prescribed by the Company. Mr. Toshizo Oda currently serves as Representative Director and Chairman of The Niigata Nippo Co., Ltd., but the transactional amount for fiscal 2021 between The Niigata Nippo Co., Ltd and the Company accounts for less than 1% of the net sales of The Niigata Nippo Co., Ltd. as well as of the consolidated gross profits of the Company. Therefore, his independence is not affected. 18 Name (Date of birth) Past experience, positions and responsibilities Number of shares of the Company held April 1999 April 2005 April 2006 April 2007 April 2011 April 2012 April 2015 April 2016 April 2017 October 2018 April 2019 Full-time Lecturer, Department of Management and Information, Nagaoka Junior College Assistant Professor, Department of Industry and Management, Faculty of Industry and Management, Nagaoka University Part-time Lecturer, National Institute of Technology, Nagaoka College Associate Professor, Department of Management, Faculty of Economy and Management, Nagaoka University Part-time Lecturer, Graduate School of Business Administration, Meiji University (current position) Professor, Department of Management, Faculty of Economy and Management, Nagaoka University Part-time Lecturer, School of Engineering, Nagaoka University of Technology Part-time Lecturer, Faculty of International Studies, Niigata University of International and Information Studies Professor, Department of Economy and Management, Faculty of Economy and Management, Nagaoka University Outside Director (Audit & Supervisory Committee Member), the Company (current position) Professor, Department of Management, Faculty of Business Administration, Kyoto Sangyo University (current position) 100 Kazuaki Matsumoto (November 4, 1970) (Age: 51*) Renomination 3 Years in service as Director: 3 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 and responsibilities as Outside Director serving as Audit & Supervisory Committee Member of the Company by utilizing a wide range of knowledge and expertise in the study of economy and management as well as of management 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 the Board of Directors. For this reason, although he has never been directly involved in corporate management other than as an outside officer, Mr. Kazuaki Matsumoto has been judged to continue to be able to adequately fulfill his duties as Outside Director. [Significant concurrent positions] Professor, Department of Management, Faculty of Business Administration, Kyoto Sangyo University [Independence] Mr. Kazuaki Matsumoto satisfies the Independence Criteria” (please see Reference 1 on Page 22) 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. 19 Name (Date of birth) Tadashi Shirai (January 18, 1957) (Age: 65*) New nomination Past experience, positions and responsibilities September 1981 April 1984 April 1992 June 1993 June 2007 October 2015 October 2018 October 2020 Joined Deloitte Haskins & Sells LLP Accountant Office (currently Deloitte Touche Tohmatsu LLC) Registered as Certified Public Accountant Chair of Information System Committee of The Japanese Institute of Certified Public Accountants Partner, Deloitte Touche Tohmatsu LLC General Manager, Niigata Office, Deloitte Touche Tohmatsu LLC Board Member and Chairman of Audit Committee, Deloitte Touche Tohmatsu LLC Director, Audit Innovation & Delivery Center, Deloitte Touche Tohmatsu LLC Supervisor, Kanade Partnership (current position) Number of shares of the Company held 0 4 [Reason for nomination as Outside Director and summary of expected roles] Mr. Tadashi Shirai possesses extensive knowledge and advanced insight 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 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 by utilizing these experiences and insights. For this reason, although he has not been directly involved in corporate management, Mr. Tadashi Shirai has been judged to continue to be able to adequately fulfill his duties as Outside Director. [Significant concurrent positions] Supervisor, Kanade Partnership [Independence] Mr. Tadashi Shirai satisfies the Independence Criteria” (please see Reference 1 on Page 22) prescribed by the Company. Mr. Tadashi Shirai serves as auditor of Kanade Partnership, but the Partnership has no business relationship with 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 2021 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. 20 5 Name (Date of birth) Hiroyuki Kikuchi (January 6, 1965) (Age: 57*) New nomination Past experience, positions and responsibilities April 1996 June 2004 April 2005 April 2006 August 2016 Registered as an attorney (Member of Niigata Bar Association) Principal, Masayakoji Law & Patent Office (current position) Registered as a patent attorney Registered as a tax accountant President, Niigata Bar Association Executive Governor, Kanto Federation of Bar Associations Number of shares of the Company held 0 [Reason for nomination as Outside Director and summary of expected roles] Mr. Hiroyuki Kikuchi possesses extensive knowledge and advanced insight regarding laws from his long-term work as an attorney. He has therefore been nominated as Outside Director in the judgment that he will be able to contribute to the enhancement of the effectiveness of our Group’s auditing function as well as decision-making and supervisory functions of its Board of Directors by utilizing these experiences and insights. For this reason, although he has not been directly involved in corporate management, Mr. Hiroyuki Kikuchi has been judged to continue to be able to adequately fulfill his duties as Outside Director. [Significant concurrent positions] Principal, Masayakoji Law & Patent Office [Independence] Mr. Hiroyuki Kikuchi satisfies the Independence Criteria (please see Reference 1 on Page 22) prescribed by the Company. Mr. Kazuaki Matsumoto serves as Principal of Masayakoji Law & Patent Office, but neither he nor the office has received any monetary or other economic benefits from the Group companies. *The age and the number of years in service for each candidate are at the closing of this General Meeting Shareholders. Notes: 1. There is no special interest between each candidate for Director serving as Audit & Supervisory Committee Members and the Company. for Outside Director. 2. Mr. Toshizo Oda, Mr. Kazuaki Matsumoto, Mr. Tadashi Shirai Oda and Mr. Hiroyuki Kikuchi are candidates 3. The Company has entered into a limited liability agreement pursuant to Article 423, Paragraph 1 of the Companies Act with Mr. Toshizo Oda and Mr. Kazuaki Matsumoto. The maximum amount of liability in accordance with said agreement shall be the minimum amount of liability stipulated in Article 425, Paragraph 1 of said Act. If the renomination of the two candidates is approved and passed, the Company plans to continue the above limited liability agreement with each of them. If the election of Mr. Tadashi Shirai and Mr. Hiroyuki Kikuchi is approved and passed, the Company plans to conclude a limited liability agreement under the same terms with each of them. 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 and passed 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. Toshizo Oda and Mr. Kazuaki Matsumoto as independent directors in accordance with the regulations of the Tokyo Stock Exchange Inc., and notified the exchange to that effect. If the renomination of these two candidates is approved and passed, the Company plans to continue to designate them as independent directors. Mr. Tadashi Shirai and Mr. Hiroyuki Kikuchi also satisfies the requirements for independent directors based on the regulations of the Tokyo Stock Exchange Inc. If the election of these two persons is approved and passed, the Company plans to designate them as independent directors and notify the exchange to that effect. End 21 Reference 1 In addition to fulfilling the independence criteria established by the Tokyo Stock Exchange Inc. on the appointment 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 the following 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; such entities; (3) Those who are either consultants, financial experts or legal experts who receive large monetary sums*3 or other assets from the Group other than a director’s compensation (where the entity in receipt 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 of (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 in the event of approving the resolutions at the Annual General Meeting of Shareholders where a new outside director was appointed. *2 “major” means recording more than 1% of the consolidated net proceeds (in the case of the Group, consolidated gross profits) of the most recent fiscal year. *3 “large sums” means more than 10 million yen per year for the average of the previous three years. *4 “major shareholders” means a shareholding equity of more than 10%. *5 “those who are considered to be not important” means those who do not hold positions as directors or general managers of a company, and for individuals whose affiliations are with accounting or law firms, those individuals who are not qualified as accountants or lawyers. *6 “relatives” mean an individual’s spouse and relatives within a second degree of kinship. 22 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 and four (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 and realize the Medium-Term Management plan. Name (2) Management strategy and sustainability Fields in which the internal candidates for Director have experience (as a corporate officer or general manager) (5) (10) (11) (4) (3) (12) Risk management HR management Sales Corporate audit Market operations System administration Directors not serving as Audit & Supervisory Committee Members Directors serving as Audit & Supervisory Committee Members ● ● Fujio Namiki [Renomination] Michiro Ueguri [Renomination] Kazuyoshi Hirokawa [Renomination] Makoto Takahashi [Renomination] Ken Shibata [Renomination] Takayoshi Tanaka [Renomination] Toshiyuki Maki [Renomination] Masami Watanabe [Renomination] Yutaka Kimura [Renomination] Toshizo Oda [Renomination] [Outside] Kazuaki Matsumoto [Renomination] [Outside] Kunio Mori [Outside] Tadashi Shirai [New Nomination] [Outside] Hiroyuki Kikuchi [New Nomination] [Outside] ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● 23 Fields in which the Company’s Outside Directors (including candidates) are particularly expected to contribute Name (1) Corporate management (6) Management theory (7) Finance and accounting (8) (9) Legal affairs IT systems (13) Regional administration Directors serving as Audit & Supervisory Committee Members Yutaka Kimura [Renomination] Toshizo Oda [Renomination] [Outside] Kazuaki Matsumoto [Renomination] [Outside] Kunio Mori [Outside] Tadashi Shirai [New Nomination] [Outside] Hiroyuki Kikuchi [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. Kunio Mori is an incumbent Director serving as Audit & Supervisory Committee Members. 24