北日本銀行（8551） – Notice of Convocation Annual General Meeting 2022

These documents are partial translations of the Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations. To Shareholders with Voting Rights: (Securities Code: 8551) June 1, 2022 Masamichi Ishizuka Director and President The Kita-Nippon Bank, Ltd. 6-7, Chuodori 1-chome, Morioka, Iwate, Japan NOTICE OF CONVOCATION OF THE 118TH ANNUAL GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 118th Annual General Meeting of Shareholders of the Kita-Nippon Bank, Ltd. (the “Bank”). The meeting will be held in the manner described below. If you are unable to attend the meeting on the day of the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via the Internet. In that case, please review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights by no later than 5:10 p.m. on Thursday, June 23, 2022 Japan time. 1. Date and Time: 2. Place: Friday, June 24, 2022 at 10:00 a.m. Japan time 3F, Large Meeting Room, Head Office of the Bank, 6-7, Chuodori 1-chome, Morioka, Iwate, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report and the Non-consolidated Financial Statements for the Bank’s 118th Fiscal Year (from April 1, 2021 to March 31, 2022) 2. The Consolidated Financial Statements for the Bank’s 118th Fiscal Year (from April 1, 2021 to March 31, 2022) and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members) 1 4. Exercise of Voting Rights: (1) Exercise of Voting Rights in Writing (by mail) Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that the Bank receives it by no later than 5:10 p.m. on Thursday, June 23, 2022 Japan time. (2) Exercise of Voting Rights via the Internet Please read the “Procedures for Exercise of Voting Rights via the Internet” on page 4 (in Japanese), access the voting website for smartphones or the Bank’s designated voting website (https://www.e-sokai.jp), and indicate your vote for or against the proposals following the instructions on the screen by no later than 5:10 p.m. on Thursday, June 23, 2022 Japan time. (3) Handling of Duplicate Voting If you exercise your voting rights both in writing (by mail) and via the Internet, regardless of the dates on which the votes are received, only the vote placed via the Internet is deemed valid. If you exercise your voting rights more than once via the Internet, only the last vote is deemed valid. End of Notice ◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of the Bank’s head office on the day of the meeting for confirmation. ◎ The following items, in accordance with laws and regulations, and Article 16 of the Articles of Incorporation of the Bank, are published on the Bank’s website (https://www.kitagin.co.jp/) and are thus omitted from this notice. (Business Report) 1) Matters related to the Bank’s share subscription rights and others 2) System to ensure appropriateness of business operations (Non-consolidated Financial Statements) 3) Non-consolidated Statement of Changes in Net Assets 4) Notes to Non-consolidated Financial Statements (Consolidated Financial Statements) 5) Consolidated Statement of Changes in Net Assets 6) Notes to Consolidated Financial Statements Accordingly, the Business Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements attached to this notice are part of the documents that have been audited by the Accounting Auditor and the Audit and Supervisory Committee for the preparation of the Audit Report. ◎ Please note that, if there are any corrections to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, the corrected documents will be posted on the Bank’s website (https://www.kitagin.co.jp/). 2 Reference Documents for the General Meeting of Shareholders Proposals and Reference Matters Proposal No. 1: Appropriation of Surplus In order to prepare for changes in the business environment surrounding financial institutions, paying heed to internal reserves to strengthen management structure while also taking into account the continuous provision of stable dividends to shareholders and the business results of this fiscal year in a comprehensive manner, the following payout is proposed. 1. Matters concerning year-end dividends (1) Type of dividend property Cash (2) Matters concerning the allotment of dividend property and the total amount 35 yen per share of common stock of the Bank The total amount of dividends 293,368,320 yen (3) Effective date of distribution of surplus Monday, June 27, 2022 2. Other matters concerning the appropriation of surplus (1) Item and amount of surplus to be decreased Retained earnings brought forward 1,700,000,000 yen (2) Item and amount of surplus to be increased General reserve 1,700,000,000 yen 3 Proposal No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the proposal (1) The amended provisions stipulated in the proviso to 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 electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Bank shall be amended as follows. 1) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. 2) The proposed Article 16, Paragraph 2 establishes 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 documents for the general meeting of shareholders, etc. (Article 16 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 to the effective date, etc. shall be established. The supplementary provisions shall be deleted after the specified date. (2) To enable the appropriate return of profits to shareholders through the implementation of flexible dividend and capital policies, the Articles of Incorporation will be amended to allow the Board of Directors to make decisions regarding the payment of dividends from surplus, etc. by its resolution. 2. Details of the amendments The details of the amendments are as follows. Current Articles of Incorporation Chapter 3. General Meeting of Shareholders Proposed Amendments Chapter 3. General Meeting of Shareholders (The amended sections have been underlined.) (Deleted) (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 16. The Bank 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 documents 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. (Newly added) (Measures for Electronic Provision of Information, Etc.) Article 16. The Bank shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Bank 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 vesting voting rights. 4 Current Articles of Incorporation Chapter 6. Accounting (Newly added) (Dividend Record Date) Article 35. The record date for the year-end dividend shall be March 31 of each year. (Newly added) (Interim Dividend Record Date) Article 36. The Bank may, by resolution of the Board of Directors, pay interim dividends with a record date of September 30 of each year. Supplementary Provisions (Provisional Measures Concerning Agreements to Limit the Liability of Corporate Auditors) Agreements to limit the liability of Outside Auditors (including former Outside Auditors) for damages stipulated in Article 423, Paragraph 1 of the Companies Act arising from actions taken before the conclusion of the 117th Annual General Meeting of Shareholders shall be treated in accordance with the provisions of Article 34 of the Articles of Incorporation before amendment made by resolution of the said General Meeting of Shareholders. Proposed Amendments Chapter 6. Accounting (Decision-making Body for Dividends, etc.) Article 35. The Bank may determine the matters provided in each item of Article 459, Paragraph 1 of the Companies Act, including the distribution of surplus, by resolution of the Board of Directors, except as otherwise provided by laws and regulations. (Dividend Record Date) Article 36. The record date for the Bank’s year-end dividend shall be March 31 of each year. 2. The record date for the Bank’s interim dividend shall be September 30 of each year. (Deleted) Supplementary Provisions (Transitional Measures) 1. The Articles of Incorporation prior to their amendment at the conclusion of the Annual General Meeting of Shareholders for the fiscal year ended March 31, 2022 (hereinafter the “Articles of Incorporation Prior To Amendment”) shall be amended to delete Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) and establish a new Article 16 (Measures for Electronic Provision of Information, Etc.), and shall come into effect on the date of enactment as stipulated in the proviso to Article 1 of the supplementary provisions of Act No. 70 of 2019, “Act Partially Amending the Companies Act” (hereinafter referred to as the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the Articles of Incorporation Prior To Amendment shall remain in force with respect to general meetings of shareholders to be held on a date falling within six (6) months from the Effective Date. 3. These Supplementary Provisions shall be automatically deleted after the lapse of six (6) months from the Effective Date or the lapse of three (3) months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. 5 1 2 3 4 5 6 7 8 Proposal No. 3: Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members) The term of office of all the eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter, the same shall apply in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed. In order to enhance transparency and fairness, the Board of Directors makes decisions on the selection of candidates for Directors based on the report of the Nominating Advisory Committee. The Audit and Supervisory Committee has reviewed this proposal, and there are no special matters that require a statement of opinion at the General Meeting of Shareholders in accordance with the provisions of the Companies Act. Candidates for Directors are as follows: No. Name Reappointment Yasunori Sato Reappointment Masamichi Ishizuka Reappointment Tatsuya Sato Current position at the Bank Director and Chairman Director and President Senior Managing Director Reappointment Hiroshi Shimomura Managing Director Reappointment Tadashi Hamataira Managing Director Kaichi Murata Outside Director Reappointment Yuta Kodera Director Reappointment Outside Director Independent Director Reappointment Outside Director Independent Director Masato Komura Outside Director Attendance at Board of Directors’ meetings 100% (12/12) 100% (12/12) 100% (12/12) 100% (12/12) 100% (12/12) 100% (12/12) 100% (12/12) 100% (10/10) 6 [Reference] [Skills Matrix of Director Candidates] Skill categories of Internal Directors Skill categories that the Bank expects from Outside Directors Name Position Corporate Strategy & Business Planning Risk Management & Compliance Finance & Accounting Human Resources and Staff Development Banking Practice and Sales Credit Supervision Fund Investment Corporate Management Finance & Economics Legal & Compliance Local Economy & Impact Tatsuya Sato ○ ○ ○ ○ ○ ○ ○ Yasunori Sato Director and Chairman Masamichi Ishizuka Director and President Senior Managing Director Managing Director Managing Director Hiroshi Shimomura Tadashi Hamataira Kaichi Murata Director ○ ○ ○ ○ ○ ○ 〇 〇 ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Yuta Kodera Director ○ ○ Masato Komura Director IT Systems, Digital and Administrative ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 7 1 2 Candidate No. Name (Date of birth) Career summary (Positions, responsibilities and significant concurrent positions) Number of shares of the Bank held Yasunori Sato (Feb. 11, 1945) Reappointment 1968 Joined the Bank 1995 Director, Manager of General Affairs Division 1997 Managing Director 1999 Director and President 2017 Director and Chairman (to present) Apr. Jun. Jun. Apr. Jun. [Reason for Nomination as Candidate for Director] Mr. Yasunori Sato possesses the abundant experience, broad insight, and sufficient social credibility to manage a bank in an accurate, fair, and efficient manner, as he has been administering overall management since his appointment as Director and President in April 1999 and as Director and Chairman in June 2017, and therefore the Bank proposes his election as Director. [Special Interests] There are no special interests between candidate Yasunori Sato and the Bank. 30,500 shares Masamichi Ishizuka (Apr. 18, 1960) Reappointment Apr. Jun. Apr. May. Jun. May. Apr. Jun. Feb. 1984 2007 Joined the Bank Director, Branch Manager of Sendai Branch and Head of Sendai Loan Center Director, Branch Manager of Sendai Branch 2008 Director 2009 2009 Managing Director 2011 Managing Director, Manager of Business Management Division 2013 Managing Director 2015 2020 Senior Managing Director Director and President (to present) (In charge of Audit Division) 20,100 shares [Reason for Nomination as Candidate for Director] Mr. Masamichi Ishizuka has abundant operational experience at Head Office and branches, and possesses the abundant experience, broad insight, and sufficient social credibility to manage a bank in an accurate, fair, and efficient manner, as he has been demonstrating leadership at Head Office and branches since his appointment as Director in June 2007 and administering overall management since his appointment as Director and President in February 2020, and therefore the Bank proposes his election as Director. [Special Interests] There are no special interests between candidate Masamichi Ishizuka and the Bank. 8 3 4 Candidate No. Name (Date of birth) Career summary (Positions, responsibilities and significant concurrent positions) Number of shares of the Bank held 16,000 shares Tatsuya Sato (Feb. 4, 1959) Reappointment Apr. Jun. Jun. Oct. Apr. Apr. Jun. Joined the Bank 1981 2009 Director, Manager of Personnel Division 2012 Managing Director, Manager of Personnel Division 2012 Managing Director 2013 Managing Director, Manager of Risk Management and Assessment Division 2015 Managing Director 2015 Senior Managing Director (to present) (In charge of Fund Investment Division, Computer Systems and Operations Division, and Risk Management Division) [Reason for Nomination as Candidate for Director] Mr. Tatsuya Sato possesses the knowledge, experience, and social credibility required to manage a bank in an accurate, fair, and efficient manner, as he has been demonstrating leadership in supervising the personnel and compliance divisions since his appointment as Director in June 2009, and therefore the Bank proposes his election as Director. [Special Interests] There are no special interests between candidate Tatsuya Sato and the Bank. Apr. Oct. Apr. Apr. Jun. Apr. 1990 2008 2012 2015 2017 2019 Oct. 2020 Hiroshi Shimomura (Nov. 22, 1966) Reappointment Joined the Bank Manager of Secretariat Branch Manager of Mizusawa Branch Manager of Corporate Planning Division Director, Manager of Corporate Planning Division Director, Manager of Business Management Division Managing Director, Manager of Business Management Division (to present) (In charge of Business Management Division, Personnel Division, and Digital Strategy Office) 6,600 shares [Reason for Nomination as Candidate for Director] Mr. Hiroshi Shimomura has abundant operational experience at Head Office and branches, and possesses the knowledge, experience, and social credibility required to manage a bank in an accurate, fair, and efficient manner, as he has been serving as a manager in the corporate planning and business management divisions since his appointment as Director in June 2017, and therefore the Bank proposes his election as Director. [Special Interests] There are no special interests between candidate Hiroshi Shimomura and the Bank. 9 5 6 Candidate No. Name (Date of birth) Career summary (Positions, responsibilities and significant concurrent positions) Number of shares of the Bank held 6,300 shares Apr. Oct. Apr. Apr. Apr. Jun. Apr. Jun. Joined the Bank Branch Manager of Minami-Oodori Branch 1983 2004 2008 Deputy Manager of Business Management Division Branch Manager of Honcho Branch 2014 2017 Manager of Credit Supervision Division 2019 Director, Manager of Credit Supervision Division 2021 Director, assigned to President 2021 Managing Director (to present) Tadashi Hamataira (Sep. 11, 1964) Reappointment (In charge of General Affairs Division, Credit Supervision Division, and Corporate Planning Division) [Reason for Nomination as Candidate for Director] Mr. Tadashi Hamataira has abundant operational experience at Head Office and branches, and possesses the knowledge, experience, and social credibility required to manage a bank in an accurate, fair, and efficient manner, as he has been serving as a manager in the credit supervision division since his appointment as Director in June 2019, and therefore the Bank proposes his election as Director. [Special Interests] There are no special interests between candidate Tadashi Hamataira and the Bank. Kaichi Murata (Mar. 6, 1941) Reappointment Outside Director Independent Director Apr. Jun. Apr. Jun. Jun. Apr. Jun. 1999 Joined Hitachi, Ltd. 1963 1997 Director, General Manager of Finance Department of Hitachi, Ltd. Senior Managing Director, General Manager of Finance Department of Hitachi, Ltd. President and Representative Director of Hitachi Capital Corporation (currently Mitsubishi HC Capital Inc.) 2001 2006 Honorary Advisor of Hitachi, Ltd. 2008 Director of Meiji University 2011 Director of the Bank (to present) 4,300 shares [Reason for Nomination as Candidate for Outside Director and Expected Role] After retiring as Senior Managing Director of Hitachi, Ltd., Mr. Kaichi Murata served as President and Representative Director of Hitachi Capital Corporation. To utilize his knowledge and experience, etc., fostered at a core financial company of the Hitachi group in the management of the Bank from a wide perspective, the Bank proposes his election as Outside Director. [Term of Office] Mr. Kaichi Murata has served as Outside Director for eleven (11) years as of the conclusion of this General Meeting of Shareholders. [Special Interests and Independence] There are no special interests between candidate Kaichi Murata and the Bank. 10 7 Candidate No. Name (Date of birth) Career summary (Positions, responsibilities and significant concurrent positions) Number of shares of the Bank held 3,200 shares Yuta Kodera (Jun. 6, 1968) Reappointment Apr. 1991 Joined The Long-Term Credit Bank of Japan, Limited (currently Shinsei Bank, Limited) Sep. 2007 Joined The Sumitomo Trust and Banking Co., Ltd. (currently Sumitomo Mitsui Trust Bank, Limited) May. 2020 Joined the Bank, Adviser to Corporate Planning Division Jun. Apr. 2020 Director, Manager of Corporate Planning Division 2022 Director, Branch Manager of Tokyo Branch and Head of Tokyo Liaison Office (to present) [Reason for Nomination as Candidate for Director] Mr. Yuta Kodera has long years of experience in the financial industry and deep insight into laws and regulations applicable to banks and corporate management as well as financial market transactions both inside and outside Japan and risk management operation. He possesses the knowledge, experience, and social credibility required to manage a bank in an accurate, fair, and efficient manner, as he has been serving as a manager in the corporate planning division since his appointment as Director in June 2020, and therefore the Bank proposes his election as Director [Special Interests] There are no special interests between candidate Yuta Kodera and the Bank. 11 Candidate No. Name (Date of birth) Career summary (Positions, responsibilities and significant concurrent positions) Number of shares of the Bank held 200 shares Apr. 1971 Joined Meiji Life Insurance Company (currently Meiji Yasuda Life Insurance Company) Jul. Apr. 1997 Director, General Manager, Finance Division of Meiji Life Insurance Company (currently Meiji Yasuda Life Insurance Company) 1998 Director, Deputy General Manager, Tokyo Marketing Headquarters of Meiji Life Insurance Company (currently Meiji Yasuda Life Insurance Company) Apr. 1999 Director, General Manager, Group Pension Management Division of Meiji Yasuda Life Insurance Company (currently Meiji Yasuda Life Insurance Company) Apr. 2000 Executive Managing Director of Meiji Life Insurance Company (currently Meiji Yasuda Life Insurance Company) Jan. 2004 Senior Executive Director, General Manager, Asset Management Division of Meiji Yasuda Life Insurance Company Jun. 2006 Representative Director and Chairman of Towa Kosan, Ltd. Jun. 2007 Director and Senior Executive Officer, General Manager, CSR Promotion Division of SANKI ENGINEERING CO., LTD. Jun. 2014 Full-time Audit & Supervisory Board Member of SANKI ENGINEERING CO., LTD. Jun. Jun. 2018 Director of SANKI ENGINEERING CO., LTD. 2020 Full-time Advisor of SANKI ENGINEERING CO., LTD. (to present) Jun. 2021 Director of the Bank (to present) Masato Komura (Jul. 12, 1947) Reappointment Outside Director Independent Director 8 (Significant concurrent position) Full-time Advisor of SANKI ENGINEERING CO., LTD. [Reason for Nomination as Candidate for Outside Director and Expected Role] Mr. Masato Komura has long been involved in investment management business at financial institutions and served as a director of several companies. To utilize his abundant experience and broad insight fostered in his career in the management of the Bank from a wide perspective, the Bank proposes his election as Outside Director. [Term of Office] Mr. Masato Komura has served as Outside Director for one (1) year as of the conclusion of this General Meeting of Shareholders. [Special Interests] There are no special interests between candidate Masato Komura and the Bank. (Notes) 1. Mr. Kaichi Murata and Mr. Masato Komura have been notified as Independent Directors to the Tokyo Stock Exchange. 2. Regarding Liability Limitation Agreements with Outside Directors The Bank has entered into a liability limitation agreement with each of Mr. Kaichi Murata and Mr. Masato Komura in accordance with Article 427, Paragraph 1 of the Companies Act (the “Act”) and the Articles of Incorporation to limit their liability for damages under Article 423, Paragraph 1 of the Act. The amount of their liability under the agreement is the minimum liability amount stipulated by laws and regulations in cases where their actions were made in good faith and no gross negligence is found. If this Proposal is approved and passed, the Bank intends to continue the said agreements. 3. The Bank has concluded a directors and officers liability insurance contract with an insurance company and each candidate will be insured under the said insurance contract. Please refer to page 18 of the Business Report (in Japanese) for an outline of the content of the said insurance contract. The Bank intends to retain the contract with the same terms and conditions at the time of the next renewal. 12 (Reference) Independence Criteria for Outside Officers In cases where the results of the Bank’s investigation of a reasonably possible scope determine that an Outside Officer does not fall under any of the following, said Outside Officer shall be judged to be independent. 1. An officer or employee of the corporate group consisting of the Bank and its subsidiaries (hereinafter the “Group”) 2. A major shareholder with 5% or greater stake of the Bank, or its executive officers (Note 1) 3. A business partner whose sum of transactions with the Group exceeds 2% of the consolidated sales volume of that business partner’s group in the most recent fiscal year, or its executive officers 4. An individual who, as of the end of the most recent fiscal year, has transactions with the Bank in the form of deposits or loans and the remaining balance of such deposits and loans with whom exceeds 1% of the Group’s consolidated total assets, or its executive officers 5. A consultant, accounting professional, or legal professional who receives over 10 million yen in a year in monetary or other compensation from the Group aside from officer’s compensation (If the legal entity or association that he/she belongs to receives compensation that meets this criterion, the same shall apply to him/her.) 6. An individual who has fallen under any of the above items 1 through 5 in the past 10 years 7. A close relative of an individual who has fallen under any of items 1 through 6 (a spouse or relative within the second degree) (Note 1) “Executive officers” refer to executive officers as stipulated in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of the Companies Act and includes not only executive directors but employees as well. 13