Daishi Hokuetsu Financial Group, Inc. TSE:7327

Daishi Hokuetsu Financial : NOTICE OF CONVOCATION OF THE 7TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Published

Source: MarketScreener

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 30, 2025

(Date of commencement of electronic provision measures: May 19, 2025)

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 7TH 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 7th Annual General Meeting of Shareholders of Daishi Hokuetsu Financial Group, Inc. (the "Company") will be held for the purposes described below.

When convening this general meeting of shareholders, the Company has taken measures for electronically providing information and has posted the matters subject to the electronic provision measures on the websites of the Company and the Tokyo Stock Exchange on the Internet. You are kindly requested to access the following websites to view the information.

[The Company website]

https://www.dhfg.co.jp/english/

Please access the website above, and then click on "Shareholders' Meeting" to find the information.

[The Tokyo Stock Exchange website] (Listed Company Search)

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the website above, and then enter the Company's name or stock exchange code (7327), and click on "Search," "Basic information," and "Documents for public inspection/PR information" in this order to find the information.

If you do not attend the meeting, you can exercise your voting rights in advance via the Internet or in writing. Please review the after-mentioned Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:20 p.m. on Tuesday, June 24, 2025, Japan time.

  1. Date and Time:

    Wednesday, June 25, 2025, at 10 a.m. Japan time (The reception begins at 9 a.m.)

  2. Place: Daishi Hokuetsu Hall, 2nd Floor, Daishi Hokuetsu Bank, Ltd.'s head office located at 1071-1, Higashiborimae-dori, 7-bancho, Chuo-ku, Niigata, Niigata, Japan (Please refer to the "Location of General Meeting of Shareholders" attached at the end of this document (Japanese version only).)

  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 7th Fiscal Year (April 1, 2024-March 31, 2025) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements Proposal 1: Election of Eight (8) Directors Not Serving as Audit & Supervisory

    Committee Members

    Proposal 2: Election of Two (2) Directors Serving as Audit & Supervisory Committee Members
  4. Instructions for the Exercise of Voting Rights
    1. Methods for the exercise of voting rights

      You can exercise your voting rights by three methods: attending the meeting in person, using the Internet, and mailing the Voting Rights Exercise Form.

    2. Handling of duplicate votes

      If you have exercised your voting rights both by the Voting Rights Exercise Form and via the Internet, the vote exercised via the Internet shall be deemed effective.

      If you have exercised your voting rights several times via the Internet, 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.

End

Request for exercising voting rights

Voting rights in a general meeting of shareholders are important rights of our shareholders to participate in our management. We request that you exercise your voting rights.

[Note on the Delivery of Paper-based Materials for the General Meeting of Shareholders]

Considering comprehensively the reduction of global environmental burden by saving paper resources, and other factors, the Company sends a "simple convocation notice" to shareholders who have not made a request for delivery of documents.

A complete set of materials for the General Meeting of Shareholders is available on the websites of the Company and the Tokyo Stock Exchange, the addresses of which are provided on page 1 of this document. Please confirm this information.

  • Among the matters subject to the electronic provision measures, the following matters will not be provided in the paper copy to shareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company. The Audit & Supervisory Committee and the Accounting Auditors audit documents subject to auditing, including the following matters:

    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

  • Should any amendments be made to the matters subject to the electronic provision measures, the Company will post the notice to that effect with matters before and after the amendment on the Company website and the Tokyo Stock Exchange website, the addresses of which are provided on page 1 of this document.

Reference Documents for the General Meeting of Shareholders Proposals and Reference Documents Proposal 1: Election of Eight (8) Directors Not Serving as Audit & Supervisory Committee Members

The term of office of all of the nine (9) 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 seven (7) members: five (5) Outside Directors and two

(2) Representative Directors). The appointment of the candidates for Director was decided based on the deliberations and findings of this Committee.

This proposal was discussed by the Audit & Supervisory Committee, and there were no special matters to note.

The candidates for Director are as follows:

No.

Name

(Sex)

Current position in the Company

Attendance at Meetings of the Board of Directors

(7th term)

1

Fujio Namiki

(Male)

Reappointment

Chairman

12/12 (100%)

2

Michiro Ueguri

(Male)

Reappointment

President and Representative Director

12/12 (100%)

3

Makoto Takahashi

(Male)

Reappointment

Representative Director and

Senior Managing Director

12/12 (100%)

4

Ken Shibata

(Male)

Reappointment

Representative Managing Director

12/12 (100%)

5

Toshiyuki Maki

(Male)

Reappointment

Director

12/12 (100%)

6

Takayoshi Tanaka

(Male)

Reappointment

Director

12/12 (100%)

7

Takashi Ishizaka

(Male)

Reappointment

Director

12/12 (100%)

8

Yoshiko Baba

(Female)

Reappointment

Director

12/12 (100%)

No.

Name (Date of birth)

Brief career summary, positions and responsibilities

Number of

shares of the Company held

1

Fujio Namiki (June 20, 1951)

(Age: 74*) Reappointment

April 1975 Joined The Daishi Bank, Ltd.

August 1998 General Manager, Kashiwazaki Minami Office February 2000 General Manager, Business Development Division February 2002 General Manager, Tsubame Office

June 2004 General Manager, Sanjo Office and General Manager, Sanjo Minami Office

June 2005 Director, General Manager, Sanjo Office

June 2006 Director stationed in Joetsu/General Manager, Takada Office

April 2007 Director and Executive Officer stationed in Joetsu/General Manager, Takada Office

April 2008 Managing Director, General Manager, Business Headquarters

June 2011 Senior Managing Director (Representative Director) June 2012 President (Representative Director)

October 2018 President and Representative Director, the Company January 2021 President (Representative Director), Daishi Hokuetsu

Bank, Ltd.

April 2021 Chairman and Representative Director, the Company Director, Daishi Hokuetsu Bank, Ltd.

June 2024 Chairman, Supervision (current position)

20,000

Years in service as Director: 6 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 (Representative Director) in June 2012, the Company's President and Representative Director since its establishment in October 2018, the Company's Chairman and Representative Director since April 2021, and the Company's Chairman since June 2024, 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 position] None