Corporate Governance Report(June 27, 2025)

Last Update: June 27, 2025

Hisashi Goto Director & President

Contact: Corporate Planning Division, +81-92-723-2502

Securities Code: 8354 https://www.fukuoka-fg.com

The corporate governance of Fukuoka Financial Group, Inc. (the “Company”) is described below.

1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
   1. Basic Views

      As a wide-reaching regional financial group that includes under its umbrella The Bank of Fukuoka, The Kumamoto Bank, The Juhachi-Shinwa Bank, The Fukuoka Chuo Bank, The Minna Bank, and others, the Group offers advanced and diversified financial products and services through its dense sales network, centered primarily in Kyushu, its core business area.

      The Group‟s corporate philosophy framework serves as the foundation for the mindset and behavior expected of each employee. We regard this framework as the cornerstone of Group management.

      Our values

      To be your Bank of choice

      FFG’s purpose

      Create diverse forms of abundance with our communities through advanced ideas

      The society it aims to create

      Economically, materially, and spiritually enriched society

      Under this corporate philosophy framework, the Company, as a holding company to govern the Group, mainly consists of the core subsidiary banks, is working toward the realization of highly effective corporate governance for the purpose of optimizing the management resources of the Group and administering the Group as a whole in a sound and appropriate manner.

      [Reasons for Non-compliance with the Principles of the Corporate Governance Code]

      The Company complies all of the principles set forth in the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code]

This section, including content contained therein regarding the Tokyo Stock Exchange‟s new Prime Market segment, is presented in accordance with the revised Corporate Governance Code released in June 2021.

The Company has formulated the “Fukuoka Financial Group Corporate Governance Guidelines” as its “basic views and operational policies regarding corporate governance” and published them on its website. These guidelines have also been attached at the end of this report.

https://www.fukuoka-fg.com/en/company/governance.html

Please refer to the Company website or the section at the end of this report with regard to the content, etc., detailed in these guidelines for the matters of disclosure as contained in each of the following items.

[Principle 1.4]

The Group has set forth the following basic policies and reduction targets for listed stocks with regard to cross-shareholding investments.

(Basic policies on cross-shareholding investments)

The Group‟s basic policy is to reduce the balance of strategic investments in listed stocks.

However, the Group may retain such holdings on a limited basis only when it determines that doing so contributes to the development of the regional economy by supporting and fostering local businesses or strengthening strategic business alliances, and ultimately enhances the Group‟s corporate value.

(Reduction target for strategically held listed stocks)

The Group aims to reduce the market value of its strategically held listed stocks to below 15% of consolidated net assets by the end of March 2028.

Based on this view, the rationality behind the retention of all stocks is verified regardless of whether they are listed or unlisted when the Group considers the acquisition of shares for cross-shareholding investments, or upon performing yearly reviews of holdings, and the Board of Directors receives and confirms reports on the results of verifications reviewing the holdings of listed stocks.

Specifically, after verifying the significance and economic rationality behind holding each stock, the Group thereafter verifies whether or not it can be rationally explained as contributing to the improvement of the corporate value of the Group. If the rationality of its holding is not recognized as a result of this verification, the stock will not be retained.

Economic rationality is verified from the perspective of whether the RORA (Return on Risk-weighted Assets) of each stock, calculated based on earnings generated through transactions, etc., meets the criteria for RORA that has been calculated based on the target ROE of the Company.

• Basic views on the exercise of voting rights

The Company‟s basic views on the exercise of voting rights on cross-shareholding investments are as follows. “The exercise of voting rights on shares for cross-shareholding investments is performed after a comprehensive determination is made on whether or not it would contribute to the mid- to long-term growth of the issuing company and enhancement of shareholder value. Voting rights are, in principle, exercised for all agenda items upon reaching a decision of approval or disapproval with regard to each issuing company and agenda item.”

The Group confirms the performance, ROE standard, dividend payout ratio, etc., for each cross-shareholding investment, and then reaches a decision on the approval or disapproval for each agenda item based on the view detailed above.

Within these, the following selection of agenda items, which may potentially have a significant impact on the mid- to long-term growth of the issuing company and enhancement of shareholder value, are designated as “important agenda items.” Decisions to approve or disapprove proposals related to these agenda items are made with particular care.

“Important agenda items”

• Dissolution

• Business Transfer

• Merger

• Company Split

• Share Exchange

• Share Transfer

• Other agenda items that are suspected to be contrary to the mid- to long-term growth of the issuing company and enhancing shareholder value

[Principle 1.7]

“Procedures when engaging transactions with related parties” of the Company are detailed in Article 17 (Transactions with Related Parties) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to this source for more information.

[Principle 2.4.1]

The Company believes the direction it should pursue in promoting diversity, equity, and inclusion (DE&I) is to “respect and integrate the diverse „knowledge and experience‟ of human resources with various experiences and backgrounds, and to utilize them to drive organizational growth.”

To meet the increasingly diverse and sophisticated needs of its customers and grow sustainably together with the local communities as a regional financial institution, the Company regards DE&I as the cornerstone of all its management strategies and promotes initiatives to create an environment in which every one of its human resources can maximize their abilities.

For more information regarding the Company‟s human resources strategy, including its “Human Resources Development Policy” and “Internal Environment Improvement Policy,” the status of specific initiatives, and various indicators and targets to visualize it, please refer to the Company‟s securities report, which is available on the Company‟s website.

(Securities report)

https://www.fukuoka-fg.com/investor/library/securities.html (in Japanese)

Note: Please refer to the section entitled “2 Sustainability-related Concepts and Initiatives.”

[Principle 2.6]

The Fukuoka Financial Group Corporate Pension Fund is responsible for the payment, operation, and other management of pension assets related to the defined benefit corporate pension plan at the Company.

The Corporate Pension Fund is managed by personnel who maintain sufficient operational knowledge and have experience in the treasury divisions at subsidiary banks, and the Group has established the Asset Management Committee composed of members well versed in operational and risk management affairs, etc., as an advisory body that regularly deliberates on topics such as basic operational policies and specific operational procedures.

In addition, while paying sufficient attention to the independence of the corporation pension fund and protecting employees, etc., rights to benefits, and considering that its operation may potentially impact the financial standing of the Company, the Company has established the Pension Committee composed of Directors, Executive Officers, and general managers in charge of divisions of corporate planning, treasury, risk management, and personnel as a body for performing comprehensive discussions on retirement benefits. The Pension Committee has established a system to realize stable asset formation for beneficiaries and proper management of the corporate pension fund by leveraging expertise to monitor operational performance and risk related to operations, and provide advice, proposals, and information for the corporate pension fund.

[Principle 3.1 (1)]

The Company has formulated the Group‟s Corporate philosophy framework and a Mid-Term Management Plan, and made both of these documents available through its website. Please refer to these sources for more information.

(Group‟s Corporate philosophy framework) https://www.fukuoka-fg.com/en/vision/ (Mid-Term Management Plan)

Please refer to "Formulation of the Fukuoka Financial Group's 8th Medium-Term Management Plan " disclosed on May 12, 2025.

[Principle 3.1 (2)]

The Company has formulated the “Fukuoka Financial Group Corporate Governance Guidelines” as “basic views and operational policies regarding corporate governance” and published them on its website. These guidelines have also been attached to the end of this report. Please refer to this source for more information.

[Principle 3.1 (3)]

“Policies and procedures on determining the compensation of the Directors” of the Company are detailed in Article 10 (Policies on Determining Compensation for Directors, etc.) of the “Fukuoka Financial Group Corporate Governance Guidelines” and in “1. Organizational Composition and Operation [Director Remuneration] under II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management” of this report. Please refer to this source for more information.

[Principle 3.1 (4)]

The Company‟s policies on election of senior management, procedures on election and dismissal of senior management, and policies and procedures in nominating candidates for Directors are detailed in Article 7 (Policies on Nominating Candidates for Director (excluding Director serving as Audit & Supervisory Committee Member)), Article 9 (Policies on Nominating Candidates for Director serving as Audit & Supervisory Committee Member), and Article 15 (Roles of Advisory Committee) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to these sources for more information.

The Company‟s policies on dismissal of senior management are based on the reasons for disqualification established under the internal rules titled the “Executive Officers Regulations” set forth by the Board of Directors, and if this case arises, dismissal may be determined by the decision of the Board of Directors.

[Principle 3.1 (5)]

The individual reasons for election and nomination of Directors are detailed in the “Reference Documents for the Annual Shareholders Meeting,” which is attached to the Notice of Convocation of the Annual Shareholders Meeting and available on the Company‟s website. These bases are also detailed in “1. Organizational Composition and Operation [Directors] under II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management” of this report. Please refer to these sources for more information.

(The Notice of Convocation of the Annual Shareholders Meeting)

https://www.fukuoka-fg.com/en/investor/stock/meeting.html

[Principle 3.1.3]

[Sustainability initiatives]

The Company regards the resolution of environmental and social challenges as a key management priority in achieving sustainable local communities. Guided by its “sustainability policy,” the Company is advancing various initiatives through business activities grounded in its corporate philosophy framework.

[Response to climate change]

The Company addresses climate change as a priority issue and aims to implement agile and effective initiatives.

Since endorsing the TCFD recommendations in 2020, the Company has worked to understand and assess the impact of climate-related risks and opportunities on the Group while enhancing disclosures across the four pillars of Governance, Strategy, Risk Management, and Metrics and Targets. For details on specific initiatives, please refer to the Company‟s securities reports, integrated reports, and website.

[Investment in human resources and intellectual property, etc.]

In support of its management strategy, which facilitates the realization of truly prosperous local communities, the Company is also committed to investing in human capital and intellectual property in accordance with its “Human Resource Strategy” and “DX Strategy.”

Under its “Human Resource Strategy,” the Company implements various measures based on the pillars of “building a human resource portfolio that realizes its business strategies” and “improving employee engagement,” underpinned by the foundations of “promoting DE&I” and “fostering an organizational culture.” In addition, it undertakes various initiatives to maximize the capabilities of its human resources to support diverse individuals in expressing their abilities to the fullest and build a vibrant, autonomous, self-driven organization, thereby ensuring sustainable growth for its organization. Under its “DX Strategy,” the Company

is going beyond mere digitalization and efficiency enhancements by pursuing “self-transformation centered on customers.” This involves initiatives to develop services and transform business processes with a stronger focus on customer perspectives than ever before. Specific information regarding the statuses of these efforts can be found in the Company‟s securities report and annual report, which are available on the Company‟s website.

(Securities report)

https://www.fukuoka-fg.com/investor/library/securities.html (in Japanese)

Note: Please refer to the section entitled "2 Sustainability-related Concepts and Initiatives." (Annual report)

https://www.fukuoka-fg.com/investor/library/integrated_report/(in Japanese)

[Principle 4.1.1]

“Summary of delegation to management” of the Company is detailed Article 4 (Roles and Responsibilities of the Board of Directors) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to this source for more information.

[Principle 4.9]

“Criteria for Independence” of the Company is detailed in the Appendix to the “Fukuoka Financial Group Corporate Governance Guidelines,” the “Fukuoka Financial Group Criteria for Independence.” Please refer to this source for more information.

[Principle 4.10.1]

As advisory bodies for its Board of Directors, the Company has established the Group Nominating Advisory Committee, which deliberates on matters related to the nomination of candidates for positions in top management or as Directors (including succession planning), and the Group Compensation Advisory Committee, which considers matters related to the remuneration of personnel serving as Directors or in top management positions.

Independent External Directors hold majorities in the memberships of both advisory committees, thereby ensuring independence, objectivity, and transparency in decision-making processes related to nomination and remuneration. Additionally, the Company has established a system that enables committees with Independent External Directors serving as members to appropriately participate in, and provide advice concerning, the nomination of Directors while considering perspectives such as gender diversity and expertise.

Please refer to Articles 7, 10, 14, and 15 of the “Fukuoka Financial Group Corporate Governance Guidelines” for more information about the Company's views regarding the jurisdictions and roles of these advisory committees and the levels of independence facilitated by their membership compositions.

[Principle 4.11.1]

The Company‟s “views regarding proper balance between the knowledge, experience, abilities, diversity, and size of its Board of Directors” and its “policies and procedures for the appointment of Directors” are set forth in Article 5 (Views on Composition of the Board of Directors), Article 7 (Policies on Nominating Candidates for Directors [excluding Directors serving as Audit & Supervisory Committee Members]), and Article 9 (Policies on Nominating Candidates for Directors serving as Audit & Supervisory Committee Members) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to this source for more information.

In addition, a skills matrix illustrating the knowledge, experience, abilities, and other attributes deemed necessary to the Board of Directors in light of the Company‟s management strategy, along with such attributes possessed by the current Directors, is included in the “Reference Documents for the Annual Shareholders Meeting” attached to the Notice of Convocation of the Annual Shareholders Meeting and is published on the Company‟s website. The matrix is also attached to the end of this report. Please refer to this source for more information.

(The Notice of Convocation of the Annual Shareholders Meeting) https://www.fukuoka-fg.com/en/investor/stock/meeting.html

[Principle 4.11.2]

Directors concurrently serving on the boards of other listed companies and their status of concurrent service as of the date of submission of this report are shown below.

• Directors Takashige Shibato

DAIICHI KOUTSU SANGYO Co., Ltd. (External Director since June 2008)

RKB MAINICHI HOLDINGS CORPORATION (External Director since June 2018)

Nishi-Nippon Railroad Co., Ltd. (External Director serving as an Audit & Supervisory Committee Member since June 2020)

Hisashi Goto

Saibu Gas Holdings Co., Ltd. (External Director serving as an Audit & Supervisory Committee Member since June 2024)

Nobuko Ishibashi

Kamigumi Co., Ltd. (External Director since June 2019)

Takamatsu Construction Group Co., Ltd. (External Audit & Supervisory Board Member since June 2019 and External Director since June 2022)

[Principle 4.11.3]

Article 11 (Evaluation of Effectiveness of the Board of Directors) of the “Fukuoka Financial Group Corporate Governance Guidelines” stipulates that the Board of Directors of the Company shall analyze and evaluate the effectiveness of the Board as a whole on an annual basis, and regularly disclose the summary of the evaluation. The method and results of evaluation of the effectiveness of the Board of Directors as a whole for FY2024 are as follows.

[Evaluation method]

The evaluation of the Board of Directors was implemented by following the method (procedures) described below.

1. Conducted a questionnaire to evaluate the effectiveness of the Board of Directors with Directors and Executive Officers

2. In addition to the questionnaire, conducted interviews with External Directors to obtain a broader range of opinions

3. Based on the results of i) and ii), analyzed and evaluated the effectiveness of the Board of Directors as a whole, and implemented sharing of awareness on issues, discussions on improvement measures, etc.

   The evaluation method in general and the details of the questionnaire were decided based on a review from the objective perspective of external experts.

   [Evaluation results (summary)]

   1. Overall evaluation

      • We verified that the Board of Directors was properly operated pursuant to the Corporate Governance Guidelines and that the effectiveness of the Board of Directors as a whole is ensured.

   2. Results of the previous year‟s evaluation and subsequent actions

      • In the previous year‟s evaluation, we shared a recognition of the need to more deeply and broadly discuss the status of the business portfolio and the Company‟s medium- to long-term vision and direction.

      • In response, we took steps to enhance these discussions, including establishing opportunities for step-by-step dialogue when reviewing the Company‟s medium- to long-term management direction—such as the revision to the long-term strategy and the corporate philosophy framework—and sharing the progress of these discussions with External Directors, as well as conducting one-on-one meetings with them.

   3. Awareness of issues shared through the evaluation and the trajectory of future response

      • Through this evaluation, we confirmed that, as a result of implementing the initiatives described in 2 above, meaningful and in-depth discussions were held on the medium- to long-term management direction, one of the key topics for deliberation. These discussions ultimately resulted in the formulation of the Company‟s long-term strategy and a new corporate philosophy framework, both aimed at achieving sustainable growth.

      • At the same time, as outstanding issues that need to be addressed to further improve effectiveness, we recognized the need to continuously hold discussions to review and reaffirm the direction of the long-term strategy and related plans, and to revise them as necessary in response to increasing economic volatility.

      • As a direction to address issues that have been identified, we will proactively establish forums to reflect on and reassess the long-term strategy and medium-term management plan in light of changes

        in the external environment. In addition, we will strengthen systems for the timely and appropriate assessment of the business and human capital portfolios, which serve as the foundation for such discussions. Through such efforts, we will aim to strengthen corporate governance, deepen discussions, and ultimately improve the medium- to long-term corporate value of the Group.

        [Principle 4.14.2]

        “Directors Training Policies” of the Company are detailed in Article 12 (System of Assisting Directors and Training Policies) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to this source for more information.

        [Principle 5.1]

        “Policies on Constructive Dialogue with Shareholders” of the Company are detailed in Article 18 (Dialogue with Shareholders) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to this source for more information.

        [Status of dialogue with shareholders]

        For the status of dialogue between management and shareholders, please refer to the Company‟s annual report published on the Company website.

        (Annual report)

        https://www.fukuoka-fg.com/investor/library/integrated_report/(in Japanese)

        [Action to implement management that is conscious of capital cost and stock price]【Last Update:2025/06/27】 Our company practices management conscious of capital cost and capital profitability in order to realize sustainable growth and medium-to long-term improvement in corporate value of the Company. For our action

        to implement management that is conscious of capital cost and stock price, please refer to the Company‟s IR

        presentation materials and annual report published on the Company website.

        (IR Presentation materials)

        https://www.fukuoka-fg.com/en/investor/library/presentation.html https://www.fukuoka-fg.com/investor/library/presentation.html(in Japanese) (Annual report)

        https://www.fukuoka-fg.com/investor/library/integrated_report/(in Japanese)

1. Capital Structure

   Foreign Shareholding Ratio

   From 20% to less than 30%

   [Status of Major Shareholders]

   Name / Company Name	Number of Shares Owned	Percentage (%)
   The Master Trust Bank of Japan, Ltd. (Trust account)	31,097,400	16.42
   Custody Bank of Japan, Ltd. (Trust account)	19,728,700	10.42
   STATE STREET BANK AND TRUST COMPANY 505001	5,759,389	3.04
   Nippon Life Insurance Company	4,277,441	2.25
   Meiji Yasuda Life Insurance Company	3,816,870	2.01
   Sumitomo Life Insurance Company	3,803,808	2.00
   JPMorgan Securities Japan Co.,	3,179,435	1.67

   Ltd.
   The Nomura Trust and Banking Co., Ltd. (Investment Trust Account)	2,550,000	1.34
   STATE STREET BANK AND TRUST COMPANY 505103	2,366,431	1.25
   ASO CORPORATION	2,355,000	1.24

   Controlling Shareholder (except for Parent Company)	-
   Parent Company	None

   Supplementary Explanation

   • Status of major shareholders

   In a Report of Changes made available for public inspection on July 22, 2022, it was reported that Sumitomo Mitsui Trust Asset Management Co., Ltd. and its one joint holder held shares as of July 15, 2022. However, this differs from the information recorded in the shareholder register, and since the Company is unable to confirm the actual number of shares held, it is not included in the Status of Major Shareholders above.

   In a Report of Changes made available for public inspection on February 21, 2025, it was reported that Nomura Asset Management Co., Ltd. held shares as of February 14, 2025. However, this differs from the information recorded in the shareholder register, and since the Company is unable to confirm the actual number of shares held, it is not included in the Status of Major Shareholders above.

1. Corporate Attributes

   Listed Stock Market and Market Section	Tokyo Stock Exchange Prime Market, Fukuoka Stock Exchange Existing Market
   Fiscal Year-End	March
   Type of Business	Banks
   Number of Employees (consolidated) as of the End of the Previous Fiscal Year	1000 or more
   Sales (consolidated) as of the End of the Previous Fiscal Year	From ¥100 billion to less than ¥1 trillion
   Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year	From 10 to less than 50

   -

1. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
2. Other Special Circumstances which may have Material Impact on Corporate Governance

   Not applicable.

1. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management
   1. Organizational Composition and Operation

      Company with an Audit & Supervisory Committee

[Directors]

Outside Directors‟ Relationship with the Company (1)

* Categories for “Relationship with the Company”

* ”○” when the director presently falls or has recently fallen under the category; “△” when the director fell under the category in the past

* “●” when a close relative of the director presently falls or has recently fallen under the category; “▲”when a close relative of the director fell under the category in the past

1. Executive of the Company or its subsidiaries

2. Non-executive director or executive of a parent company of the Company

3. Executive of a fellow subsidiary company of the Company

4. A party whose major client or supplier is the Company or an executive thereof

5. Major client or supplier of the listed company or an executive thereof

6. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a director/kansayaku

7. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)

8. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the director himself/herself only)

9. Executive of a company, between which and the Company outside directors/kansayaku are mutually appointed (the director himself/herself only)

10. Executive of a company or organization that receives a donation from the Company (the director himself/herself only)

11. Others

Outside Directors‟ Relationship with the Company (2)

[Audit & Supervisory Committee]

Committee‟s Composition and Attributes of Chairperson

Matters Related to the Independence of Such Directors and/or Staff from Executive Directors

Cooperation among Supervisory Committee, Accounting Auditors and Internal Audit Departments

(Audits by Audit & Supervisory Committee)

The Audit & Supervisory Committee of the Company is composed of three Audit & Supervisory Committee Members including two External Directors, and the Office of Audit & Supervisory Committee is set up with designated staff as a supporting organization. The Audit & Supervisory Committee Member who possesses considerable insight on finance and accounting is introduced in the following.

Mr. Hideo Yamada acquired a Master of Business Administration (MBA) at the Keio University Graduate School of Business Administration, and possesses considerable insight, as evident in his professional expertise in corporate management strategies as a Professor of Graduate School of Business and Finance of Waseda University (Currently Professor Emeritus of Waseda University).

In accordance with the Audit Policy and division of roles established at the fiscal year‟s beginning, full-time Audit & Supervisory Committee Members audit the overall job performance of Directors by attending Board of Directors meetings, Group Management Conference meetings, and other important meetings; holding hearings with Headquarters and Group companies, including subsidiary banks; performing site visits to branches of subsidiary banks; and inspecting important documents. Meanwhile, part-time (external) members attend meetings of the Board of Directors and other important meetings on a limited basis. In addition, as detailed in the following, the Audit & Supervisory Committee maintains a close relationship of mutual cooperation with the Internal Audit Department, Accounting Auditor, and Audit & Supervisory Committees of subsidiary banks, actively exchange opinions and information, and endeavor to ensure efficient and effective audits by the Audit & Supervisory Committee.

• Internal Audit Department

  In addition to receiving regular reports on the status of internal audits of the Board of Directors, etc., hearings are conducted every month in principle, and investigations and explanations are requested as necessary.

• Accounting Auditor

  In addition to receiving regular explanations/reports and exchanging opinions on the status of accounting audits, including explanations of audit plans and reports on interim/annual audit results, the Accounting Auditor also performs site visits as necessary.

• Audit & Supervisory Committees of subsidiary banks

In principle, reports are received every month on the status of audits by Audit & Supervisory Committees at subsidiary banks, and the Audit & Supervisory Committees endeavor to understand the internal controls of the Group as a whole.

(Accounting Audits)

Regarding accounting audits, the Company has commissioned Ernst & Young ShinNihon LLC to perform audits pursuant to the Company Law and audits pursuant to the Financial Instruments and Exchange Act.

(Internal Audits)

The Company has established the Internal Audit Division as the department in charge of internal audits independent from the other divisions in the Group.

In order to maintain internal control, based on the “Internal Audit Policy” and “Audit Regulations” determined by the Board of Directors, the Company endeavors to invest more audit resources in areas with relatively high risk and conduct risk-based audits for each division of the Company and each Group company. The Company‟s Internal Audit Division ensures the effectiveness of internal audits concerning itself and other organizations within the Group by directly reporting audit results to the Board of Directors and the Audit & Supervisory Committee. In addition, the Internal Audit Division collaborates closely with the Audit & Supervisory Committee and Accounting Auditor by holding regular meetings concerning audit plans and reports and by exchanging information as necessary.

[Voluntary Establishment of Nomination/Remuneration Committee]

Committee‟s Name, Composition, and Attributes of Chairperson

Supplementary Explanation

• An overview of the Group Nominating Advisory Committee and Group Compensation Advisory Committee (including member composition, election method, advisory matters, etc.) is detailed in Chapter 2 Section 4 (Establishment of Group Compensation & Nominating Advisory Committee) of the “Fukuoka Financial Group Corporate Governance Guidelines.” Please refer to this source for more information.

• The composition of each committee as of the date of submission of this report is as follows.

(Group Nominating Advisory Committee) Director & Chairman

Director & President External Director External Director External Director External Director

Takashige Shibato (Chairperson) Hisashi Goto

Masahiko Fukasawa Kumi Hanaoka Hideo Yamada Nobuko Ishibashi

(Group Compensation Advisory Committee) Director & Chairman

Director & President External Director External Director External Director External Director

Takashige Shibato Hisashi Goto

Masahiko Fukasawa (Chairperson) Kumi Hanaoka

Hideo Yamada Nobuko Ishibashi

[Independent Directors]

Matters relating to Independent Directors

[Incentives]

Supplementary Explanation

Supplementary Explanation

[Director Remuneration]

Supplementary Explanation

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods

Directors, deliberate on Compensation for Directors based on the policies set forth in this Article, and the Board of Directors shall make final decisions with full respect for the Committee's deliberation.

[Specific policies based on basic policies]

1. Policy on determining amounts of individual compensation, etc. (excluding performance-linked compensation, etc. and non-monetary compensation, etc.), and calculation methods (including policy on determining the timing or conditions for granting compensation)

   • Individual base compensation shall be paid monthly with a fixed amount.

   • The Group Compensation Advisory Committee shall, in response to the consultation from the Board of Directors, deliberate on the base compensation, based on the “Policies on Determining Compensation for Directors, etc.” The Board of Directors shall respect the Committee‟s deliberation and determine the officer compensation system based on the Policies on Determining Compensation for Directors, etc., and the base compensation is paid pursuant to the system.

2. Policy on determining the details of performance-linked compensation, etc. and non-monetary compensation, etc. and calculation methods of their amounts and number of units (including policy on determining the timing or conditions for granting compensation)

   • To clarify management responsibility and provide an incentive to improve corporate value, the Company has decided to pay its Directors (excluding External Directors) a performance-linked stock compensation, in addition to base compensation. At a predetermined time each year, eligible Directors shall be granted points based on the following indicators: 1) the level of net income attributable to owners of parent; 2) the Company‟s consolidated ROE; 3) sustainable finance cumulative execution amount of subsidiary banks combined; and 4) the ratio of executives with diverse backgrounds across the Company and its subsidiary banks. The Directors shall be delivered Company shares, etc., upon retiring from the positions of both the Company‟s Director (including Director serving as an Audit & Supervisory Committee Member) and Executive Officer, and the number of shares to be delivered shall be determined based on the cumulative number of points granted during their terms in office.

   • The Group Compensation Advisory Committee shall, in response to the consultation from the Board of Directors, deliberate on the non-monetary compensation, which is the subject performance-linked compensation, based on the “Policies on Determining Compensation for Directors, etc.” The Board of Directors shall pay the compensation in accordance with the officer compensation system decided with full respect for the Committee‟s deliberation.

3. Policy on determining the ratio of amounts of fixed compensation, performance-linked compensation, etc., and non-monetary compensation, etc. to amounts of individual compensation, etc.

   • Individual compensation paid to the Directors shall be the sum of base compensation and stock compensation, which is a performance-linked compensation. The compensation system including provision on the ratio of base compensation to stock compensation, a performance-linked compensation, in individual compensation, etc. shall be set appropriately based on the “Policies on Determining Compensation for Directors, etc.” so that the system functions as a healthy incentive toward sustainable growth.

4. Methods for determining the details of individual compensation, etc., for Directors (when delegating Directors all or part of the determination of the details of individual compensation, etc., their names, positions, responsibilities, and the details of the authority to be delegated shall be included)

   • The Group Compensation Advisory Committee shall, in response to the consultation from the Board of Directors, deliberate on the details of individual compensation, etc. for Directors, based on the “Policies on Determining Compensation for Directors, etc.” The Board of Directors shall respect the Committee‟s deliberation and determine the officer compensation system, and the details of individual compensation, etc. for Directors based on the system.

   • Of the individual compensation, etc. for Directors, the base compensation for External Directors shall also be deliberated by the Group Compensation Advisory Committee in response to the consultation from the Board of Directors, and based on the “Policies on Determining Compensation for Directors, etc.” However, the Board of Directors shall delegate to the Chairman the responsibility to make final decisions on the specific details of the individual compensation, etc. with full respect for the Committee‟s deliberation, and the Chairman who has received such delegation shall make final decisions.

In terms of compensation for the Company‟s Directors (excluding Directors serving as Audit & Supervisory Committee Members), the maximum amount of total annual remuneration for all Directors is set based on resolution by a shareholders meeting. At the 15th Annual Shareholders Meeting held on June 29, 2022, it was

[Supporting System for Outside Directors]

[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]

Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)

0

Others

1. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview of Current Corporate Governance System)

   • An Executive Officer system is adopted for quick management decision making and strengthening business execution function of the Board of Directors.

   • The Office of Audit & Supervisory Committee is established to assist the Audit & Supervisory Committee Members in their job performance as a means to improve the efficiency and effectiveness of the professional duties performed by the Audit & Supervisory Committee.

   An overview of the corporate governance system of the Company is as follows.

   1. Management organization/business organization (Board of Directors, Directors)

      The Board of Directors consists of 12 Directors (including 4 External Directors) as of the date of submission of this report, and shall make decision on basic guidelines related to Group management, as well as matters stipulated by laws, ordinances and the Articles of Incorporation. The Board shall also make decisions on important matters concerning business management of subsidiary banks, business and affairs of the Group, while overseeing the job performance of Directors and Executive Officers.

      (Audit & Supervisory Committee, Audit & Supervisory Committee Members)

      The Audit & Supervisory Committee consists of three Audit & Supervisory Committee Members (including two External Directors) as of the date of submission of this report, and based on the basic policies and audit plan for the Group-wide audit, shall audit Directors‟ job performance and examine the status, etc., of business conditions and assets of the Group as a whole.

      (Office of Audit & Supervisory Committee)

      To fully perform the audit functions of the Audit & Supervisory Committee, staff (two as of the date of submission of this report) are exclusively designated to support the Audit & Supervisory Committee.

      (Group Nominating Advisory Committee, Group Compensation Advisory Committee)

      To enhance transparency and fairness of our group management, the Group Nominating Advisory Committee and Group Compensation Advisory Committee, an advisory body to the Board of Directors, shall discuss matters related to the election/dismissal and the compensation of Directors.

      (Group Management Conference)

      The Group Management Conference consists of 7 Executive Directors (chaired by the President) (also attended by full-time Audit & Supervisory Committee Members), and based on basic guidelines stipulated and matters entrusted by the Board of Directors, shall discuss important matters related to business and affairs of the Group, including group management and operational planning.

      (Group Risk Management Committee)

      The Group Risk Management Committee consists of 7 Executive Directors and general managers of departments/offices in charge (chaired by the President) (also attended by full-time Audit & Supervisory Committee Members), and shall discuss and report on matters related to asset portfolio management, compliance, and counter-financial crime management, in addition to carrying out discussions concerning each of the risk management systems of the Group as a whole.

      (Group IT Special Committee)

      The Group IT Special Committee consists of 7 Executive Directors and general managers of departments/offices in charge (chaired by the President) (also attended by full-time Audit & Supervisory Committee Members), and to strengthen the IT governance system of the group as a whole, shall discuss matters related to IT strategy, system risk management, and investment in IT systems.

      (Executive Officers)

      For quick decision-making of the Board of Directors and strengthening business execution functions, 20 Executive Officers (including 7 serving concurrently as Director) as of the date of submission of this report are elected and delegated the execution of business by a resolution of the Board of Directors.

   2. Internal audits, audits by Audit & Supervisory Committee, and accounting audits (Internal audits)

   The Company has established an Internal Audit Division that serves as the department in charge of internal

   audits independent from the other divisions in the Group.

   In accordance with the “Internal Audit Policy” and “Audit Regulations” determined by its Board of Directors, the Company endeavors to invest more audit resources in areas with relatively high risk and conduct risk-based audits for each division of the Company and each Group company. The Company‟s Internal Audit Division ensures the effectiveness of internal audits concerning itself and other organizations within the Group by directly reporting audit results to the Board of Directors and the Audit & Supervisory Committee. In addition, the Internal Audit Division collaborates closely with the Audit & Supervisory Committee and Accounting Auditor by holding regular meetings concerning audit plans and reports and by exchanging information as necessary.

   (Audits by Audit & Supervisory Committee)

   The Audit & Supervisory Committee maintains a close relationship of mutual cooperation with the Internal Audit Department, Accounting Auditor, and Audit & Supervisory Committees of subsidiary banks, actively exchanges opinions and information, and endeavors to ensure efficient and effective audits.

   (Accounting Audits)

   Ernst & Young ShinNihon LLC is commissioned to perform accounting audits. The Certified Public Accountants who perform accounting audits and the composition of assistants involved in the Company‟s accounting audits are as follows.

   • Certified Public Accountants

     Designated Limited Liability Partner, Engagement Partner: Hirokazu Tanaka, Yuji Yoshimura, Hiroshi Miyagawa

   • Assistants involved in the Company‟s accounting audits Certified Public Accountants: 19 persons, 29 other persons

1. Reasons for Adoption of Current Corporate Governance System

   The Company has appointed four highly independent External Directors to fully perform supervisory functions within the Board of Directors, while the Audit & Supervisory Committee, composed of three Audit & Supervisory Committee Members, audits the status of the Directors‟ job performance appropriately. In this way, a sufficiently effective governance system has been established, and therefore the current organizational design of a company with an audit & supervisory committee has been adopted.

1. Implementation of Measures for Shareholders and Other Stakeholders
   1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights

      	Supplementary Explanations
      Early Notification of General Shareholder Meeting	The Notice of Convocation of the 18th Annual Shareholders Meeting to be held on June 27, 2025, was sent on June 5 (one week prior to the legally required date). On June 4, before the notice was sent, the Company disclosed the information to the Tokyo Stock Exchange and posted it on the Company website, thereby complying with the system for electronic provision of materials for Annual Shareholders Meetings.
      Allowing Electronic Exercise of Voting Rights	The Company has adopted a system allowing the exercise of voting rights in writing and electronic exercise of voting rights.
      Participation in Electronic Voting Platform	The Company uses an electronic voting platform operated by ICJ, Inc.
      Providing Convocation Notice in English	English translations of the reference documents are disclosed to the Tokyo Stock Exchange, provided through the electronic voting platform, and posted on the Company‟s website.
      Other	At the General Meeting of Shareholders, the Company provides explanation materials, etc., using video and audio presentation, and distributes a video recording of the meeting to facilitate shareholders‟ understanding.

   2. IR Activities

      	Supplementary Explanations	Explanation by Representative
      Preparation and Publication of Disclosure Policy	“Basic Views on Information Disclosure” of the Company are detailed in Article 20 (Basic Views on Information Disclosure) of the “ Fukuoka Financial Group Corporate Governance Guidelines” published on the Company website. Please refer to this source for more information.
      Regular Investor Briefings for Individual Investors	The Company regularly holds corporate briefings for individual investors.	Yes
      Regular Investor Briefings for Analysts and Institutional Investors	The Company regularly holds corporate briefings for analysts and institutional investors.	Yes
      Regular Investor Briefings for Overseas Investors	The Company regularly visits overseas investors and provides explanations on the business performance and management strategies for each fiscal term.	Yes
      Posting of IR Materials on Website	In addition to posting materials from corporate briefings and video/audio files on the Company website, the Company also posts securities reports, integrated reports, annual reports, and the historical data of financial information, etc.
      Establishment of Department and/or Manager in Charge of IR	The Corporate Planning Division is in charge of IR activities and staff members in charge are assigned.

   3. Measures to Ensure Due Respect for Stakeholders

      	Supplementary Explanations
      Stipulation of Internal Rules for Respecting the Position of Stakeholders	The Group‟s corporate philosophy framework, sustainability policy, human rights policy, and other internal regulations (disclosed on the Company‟s website) stipulate respect for the position of stakeholders.
      Implementation of Environmental Activities, CSR Activities etc.	The Company actively engages in environmental conservation and community contribution activities. Through initiatives closely tied to local regions, each of its branches and every single one of its employees fosters a sense of responsibility as members of their community and aims to improve the brand value of its Group in various regions.
      Development of Policies on Information Provision to Stakeholders	“Basic Views on Information Disclosure” of the Company are detailed in Article 20 (Basic Views on Information Disclosure) of the “Fukuoka Financial Group Corporate Governance Guidelines” published on the Company website. Please refer to this source for more information. In addition, the Group Disclosure Policy has been established to compile the Company‟s basic views on information disclosure, disclosure standards, and the Group‟s system in relation to disclosure methods, and the Company endeavors to ensure an appropriate posture regarding information disclosure.
      Other	More specific information regarding the status of sustainability-related initiatives can be found in the Company's securities report and annual report, which are available on the Company‟s website. (Securities report) https://www.fukuoka-fg.com/investor/library/securities.html (in Japanese) Note: Please refer to the section entitled "2 Sustainability-related Concepts and Initiatives." (Annual report)

      https://www.fukuoka-fg.com/investor/library/integrated_report/(in Japanese)

2. Matters Related to the Internal Control System
   1. Basic Views on Internal Control System and the Progress of System Development

      The Company has established the following “Basic Policies on Internal Control System” by a resolution of the Board of Directors in accordance with the provisions of the Company Law and strives to continually review the system to enhance and strengthen internal control.

      Fukuoka Financial Group “Basic Policies on Internal Control System”

      1. The purpose of these basic policies

         These basic policies set forth the Group‟s corporate philosophy framework to facilitate the Board of Directors in responding to risks surrounding the Company and the Group in a timely and appropriate manner and realizing sustainable growth of corporate value, and together with endeavoring to instill these principles into employees and Directors, these policies have been created for the purpose of establishing a posture of ensuring a proper compliance system, risk management system, and reliability of financial reporting, and striving to enhance and strengthen the internal control system of the Company and the Group.

      2. System for ensuring that execution of duties by Directors complies with laws, ordinances, and the Articles of Incorporation

         1. (Basic policies on compliance)

            The Board of Directors facilitates systems for ensuring that the execution of duties by Directors for the Company and the Group complies with laws, ordinances, and the Articles of Incorporation and ensures requisite systems to maintain the propriety of the business of the Group while striving to maintain and enhance these systems.

         2. (Election of External Directors)

            The Company strives to maintain and enhance oversight functions from an external point of view by electing independent External Directors who have no direct relationship with the Group.

      3. System concerning storage and control of information related to the execution of duties by Directors (Storage of information related to business execution and meeting minutes)

         The Board of Directors shall compile minutes for the important meetings in which the Directors participate, such as shareholders meetings and the Board of Directors, and store them with other related materials in order to ensure a system for storing and controlling information for an appropriate period to verify that Directors have fulfilled their responsibilities and obligations with regard to the execution of duties by Directors.

         The Board of Directors shall also set forth rules regarding the separate storage methods for each document related to the Company‟s business and store materials in accordance with these rules.

      4. System for ensuring efficient execution of duties by Directors

         1. (Matters decided by the Board of Directors)

            Matters subject to the decision of the Board of Directors are set forth in both the relevant laws and ordinances and in the Articles of Incorporation and the Board of Directors Regulations.

         2. (Delegation of execution of business)

            For more effective business operations to enhance efficiency, the Board of Directors shall, by its own decision, delegate the execution of business and affairs to Directors (excluding the Representative Director) and to Executive Officers.

         3. (Decision-making authority in relation to the execution of business)

            The Board of Directors shall define the powers and functions of the committees that are composed of senior management other than the Board of Directors, and the operational authority of Directors and Executive Officers for business and affairs in the application standard for authorization.

      5. Rules and other systems for managing risk of losses within the Group

         1. (Commanding department for risk management)

            For the integrative risk controls of the Group as a whole, the Board of Directors shall ensure a necessary system, such as to establish a commanding department for risk controls, based on the internal rules, to secure an integrated risk control function and mutual supervision function, and to set up basic policies on crisis management.

         2. (Formulation of rules related to risk management)

            The Board of Directors shall formulate management regulations for basic matters such as providing an organizational structure for risk management, methods for understanding, evaluating, and reporting risk, and establishing an audit department, etc., to ensure the propriety and soundness of the business of the Group as a whole, in addition to formulating an annual Risk Management Program, and conducting risk management monitoring through the Group Risk Management Committee, etc., in which management participates with regard to the execution of duties related to the risk management of the Group companies.

         3. (Ensuring effective risk management)

            The Board of Directors shall classify and control risk factors based on certain risk characteristics in order to perform comprehensive and effective risk management and shall delegate a related department for each risk category as necessary in order to ensure proper risk monitoring and a flexible posture toward risk control.

         4. (Contingency Plan)

            The Board of Directors shall set forth emergency measures and a code of conduct to deal with loss resulting from crisis and shall establish a crisis management system for the purpose of securing the physical safety and assets of employees and Directors of the Group and the continuation of key business operations.

         5. (Audit system for risk management)

            The Board of Directors shall establish an Internal Audit Department independent from the business execution line in accordance with the internal rules, formulate a system for verifying the propriety and effectiveness of the posture toward risk management taken by the department in charge of risk, encourage reporting to the Board of Directors in a timely and appropriate manner, and cooperate with external auditing organizations in striving to enhance and strengthen the risk management system.

      6. System for ensuring the propriety of the financial reporting of the Group

         The Board of Directors shall set forth rules for establishing and applying internal control in relation to financial reporting in order to ensure the propriety of the financial reporting of the Group. In addition, a department shall be established which will be responsible for evaluating the effectiveness of internal control related to these reports in accordance with the internal rules.

      7. System for ensuring that the execution of duties by employees and Directors of the Group complies with laws, ordinances and the Articles of Incorporation

         1. (Establishment of compliance system)

            The Board of Directors shall consider compliance as one of the top priorities in management, and shall establish a Compliance Charter, which shows the compliance related basic values, spirit and code of conduct in common among Group companies, and shall furthermore establish a commanding department for compliance based on the internal rules and set forth basic policies and rules for the creation of systems for compliance.

         2. (Compliance Program)

            The Board of Directors shall establish a Compliance Committee as a subcommittee of the Board of Directors to periodically assess and monitor the compliance system, and also shall formulate a Compliance Program for each fiscal year as a practical plan for priority issues and action plans in relation to compliance to steadily maintain the compliance system of the Group as a whole for its increased effectiveness.

         3. (Verification of compliance system)

            The Board of Directors shall request the Internal Audit Department verify the effectiveness and propriety of the control system in regard to the Group‟s compliance and receive reports on the results.

         4. (Elimination of antisocial forces)

            The Board of Directors shall set forth policies on response to antisocial forces in the “Compliance Charter,” the Company‟s basic policy on compliance, and shall establish a system for taking a firm attitude in a resolute manner toward antisocial forces and organizations that threaten the order and safety of civil society, and proceed to sever and prevent any relationships with antisocial forces, etc.

      8. Other system for ensuring the propriety of business in the corporate group

         1. (Department for the operation and control of Group companies)

            The Board of Directors shall set forth rules regarding the operation and control of Group companies in order to ensure sound and smooth operation of the Group. In addition, a department shall be established to control the operation of Group companies in accordance with the internal rules.

         2. (Discussion and reporting standards for Group companies)

            The Board of Directors shall set forth standards for discussion, pre-approval, and reporting in regard to the operations of Group companies within the scope of relevant laws and ordinances, etc., in order to ensure efficient and appropriate operations by Group companies.

      9. System concerning employees (who support the duties of Audit & Supervisory Committee) in the case that the appointment of employees to support their duties is requested by the Audit & Supervisory Committee

         1. (Establishment of Office of Audit & Supervisory Committee)

            The Board of Directors shall establish the Office of Audit & Supervisory Committee as the department in charge of supporting the duties of the Audit & Supervisory Committee in order to improve the efficiency and effectiveness of the duties of the Audit & Supervisory Committee.

         2. (Persons in charge of the Office of Audit & Supervisory Committee)

            The Office of Audit & Supervisory Committee shall be assigned a designated staff members who possess the knowledge and ability necessary to assist in audit duties.

      10. Matters concerning the independence of employees who support the Audit & Supervisory Committee from Directors and ensuring the effectiveness of instructions to such employees

          (Independence of Office of Audit & Supervisory Committee and effectiveness of instructions provided to Office of Audit & Supervisory Committee)

          The Office of Audit & Supervisory Committee shall be established under the supervision of the Audit & Supervisory Committee, and any personnel changes of the persons in charge of the Office shall require sufficient discussions with the Audit & Supervisory Committee in advance.

      11. Systems for reporting from employees and Directors of the Group to the Audit & Supervisory Committee and other system for reporting to the Audit & Supervisory Committee

          1. (System for reporting to the Audit & Supervisory Committee)

             If employees and Directors of the Group discover facts that could potentially cause significant loss for the Company and the Group, or if there is the risk of such an occurrence, the facts of the situation shall be reportable to the Audit & Supervisory Committee through writing or direct communication.

          2. (Cooperating with audit by the Audit & Supervisory Committee)

             The Audit & Supervisory Committee may request reports from employees and Directors of the Group, including Directors, Executive Officers, and employees, whenever necessary and the employees and Directors who are requested to report must respond and cooperate appropriately.

      12. System for ensuring employees who report to the Audit & Supervisory Committee are not subjected to unfavorable treatment as a result of submitting their reports

          The employees and Directors of the Group who have submitted reports as detailed in item 11 above will not be subjected to any disadvantageous treatment as a result of such reports. In the unlikely event that any disadvantageous treatment has been confirmed, the Company shall give an order to stop it, and consider punitive measures for those who have perpetrated the disadvantageous treatment.

      13. Matters concerning the processing of expenses or obligations arising from the execution of duties by Audit & Supervisory Committee Members

          If Audit & Supervisory Committee Members make a request to the Company for the prepayment, etc. of expenses involved in the execution of their duties (limited to those of the Audit & Supervisory Committee) in accordance with Article 399-2 Item 4 of the Company Law, the Company shall bear the relevant expenses or obligations promptly, except when the expenses or obligations pertaining to this request are not deemed necessary for the execution of duties.

      14. Other system for ensuring effective audit by the Audit & Supervisory Committee

          1. (Attendance by Audit & Supervisory Committee Members at important meetings)

      Audit & Supervisory Committee Members may attend the Group Management Conference and

      committee meetings related to business execution, and are permitted to express their opinions.

      1. (Cooperation with Accounting Auditor, Representative Directors and Audit & Supervisory Board Members or Audit & Supervisory Committee Members of subsidiaries)

         The Audit & Supervisory Committee holds regular meetings and discussions with the Accounting Auditor, Representative Directors, and Audit & Supervisory Board Members or Audit & Supervisory Committee Members of subsidiaries.

      2. (Cooperation with Internal Control Division, etc.)

      The Audit & Supervisory Committee holds regular meetings and discussions with the departments in charge of compliance, risk management, other in-house departments in charge of internal control functions, and the Internal Audit Department.

1. Basic Views on Eliminating Anti-Social Forces

   1. Basic Views on Eliminating Anti-Social Forces

      The Group specifies in the Compliance Charter (Compliance policy), that in response to antisocial forces, “The Company shall respond to antisocial forces and organizations that threaten the order and safety of civil society in a resolute manner,” and maintains a basic policy for the prevention of any illicit transactions.

   2. Progress of System Development on Eliminating Anti-Social Forces

      1. Department in charge

         The Group has established a department in charge of response to antisocial forces, and if there are any acts of intervention by antisocial forces, information on the antisocial forces shall be immediately reported to the department in charge and the Company shall respond to the situation as an organization. In addition, the department in charge collects, analyzes and provides uniform management of internal and external information related to antisocial forces and strives to eliminate all illicit transactions.

      2. Cooperation with external organizations

         The Group cooperates with police, lawyers, and other external organizations on a regular basis to provide appropriate responses against unreasonable demands by antisocial forces.

      3. Development of relevant rules and manual

         The Group‟s response to antisocial forces is specifically set forth in relevant rules and the compliance manual.

      4. Implementation of training activities

   The Group regards compliance as one of the most important management issues, and provides regular training on responses to antisocial forces.

1. Other
   1. Adoption of Anti-Takeover Measures

      Adoption of Anti-Takeover Measures

      Not Adopted

      Supplementary Explanation

      -

1. Other Matters Concerning to Corporate Governance System

Chapter 1 General Principles

Article 1 (Purpose)

These guidelines are intended to serve Fukuoka Financial Group companies (hereinafter referred to as "the Group") in its attempt to achieve sustainable growth and to create higher mid to long-term corporate value through the realization of the Group’s corporate philosophy framework, and set forth the basic views and operational policies regarding the corporate governance of Fukuoka Financial Group, Inc. (hereinafter referred to as "the Company").

Article 2 (Basic Views on Corporate Governance)

As a wide-reaching regional financial group that includes under its umbrella The Bank of Fukuoka, The Kumamoto Bank, The Juhachi-Shinwa Bank, The Fukuoka Chuo Bank, The Minna Bank, and others, the Group offers advanced and diversified financial products and services through its dense sales network, centered primarily in Kyushu, its core business area.

The Group’s corporate philosophy framework serves as the foundation for the mindset and behavior expected of each employee. We regard this framework as the cornerstone of Group management.

Our values

To be your Bank of choice

FFG’s purpose

Create diverse forms of abundance with our communities through advanced ideas

The society it aims to create

Economically, materially, and spiritually enriched society

Under this corporate philosophy framework, the Company, as a holding company to govern the Group, mainly consists of the core subsidiary banks, is working toward the realization of highly effective corporate governance for the purpose of optimizing the management resources of the

Group and administering the Group as a whole in a sound and appropriate manner.

Chapter 2 Corporate Governance System and Responsibilities of the Board of Directors, etc.

Section 1 Overview of Corporate Governance System

Article 3 (Framework of Corporate Governance System)

The Board of Directors shall make decisions on important issues regarding group management and oversee the business operations of the Company. The Board shall also elect External Directors who are highly independent from the Company in order to provide advice and enhance oversight functions from an external point of view.

1. As a company with an audit & supervisory committee, the Audit & Supervisory Committee, which includes external directors, shall examine the Directors' performance, as well as legal compliance and appropriateness of the business operation of the Group as a whole.

2. An Executive Officer system shall be adopted for quick management decision-making and strengthening business execution function.

3. The Group Management Conference shall be set up as a body based on basic guidelines stipulated and matters entrusted by the Board of Directors, the committee shall discuss important matters related to business and affairs of the Group, including group management and operational planning.

4. The Group Risk Management Committee (consisting of Group ALM Committee, Group Operational Risk Management Committee and Group Compliance Committee) shall be set up as a body to discuss each of the risk management systems of the Group as a whole and the compliance system.

5. The Group IT Special Committee shall be set up to strengthen IT governance and discuss matters related to the Group's IT strategy, more effective risk controls on IT systems, as well as investments therein.

6. In order to enhance transparency and fairness of the management, the Group Nominating Advisory Committee and the Group Compensation Advisory Committee shall be set up as an advisory body to the Board of Directors in matters related to compensation, and election and dismissal of Directors, etc.

Section 2 Roles and Responsibilities of the Board of Directors, etc.

Article 4 (Roles and Responsibilities of the Board of Directors)

The Board of Directors shall make decisions on matters related to business and affairs and oversee the job performance of Directors and Executive Officers.

1. The Board of Directors shall make decision on basic guidelines related to Group management as

   stipulated in the Board of Directors Regulations, as well as matters stipulated by laws, ordinances and the Articles of Incorporation. The Board shall also make decisions on important matters concerning business management of subsidiary banks, business and affairs of the Group and so on.

2. For more effective business operations to enhance efficiency, the Board of Directors shall, by its own decision, delegate the execution of business and affairs to Directors (excluding the Representative Director) and to Executive Officers.

3. The Board of Directors shall define the powers and functions of the committees that are composed of senior management other than the Board of Directors, and the operational authority of Directors and Executive Officers for business and affairs in the application standard for authorization.

4. For the integrative risk controls of the Group as a whole, the Board of Directors shall establish a necessary system, such as to establish a commanding department for risk controls, based on the internal rules, to secure an integrated risk control function and mutual supervision function, and to set up basic policies on crisis management.

5. The Board of Directors shall consider compliance as one of the top priorities in management, and shall establish a Compliance Charter, which shows the compliance-related basic values, spirit and code of conduct in common among Group companies. The Board of Directors shall also establish a necessary system, such as to set up a commanding department for compliance based on the internal rules, and define basic policies on compliance.

Article 5 (Views on Composition of the Board of Directors)

The number of members of the Board of Directors shall be 15 or less (including 5 or less Directors serving as Audit & Supervisory Committee Members) for the purpose of ensuring the effectiveness of the Board. The Board members shall include more than one highly independent External Director.

1. For the Board of Directors to effectively fulfill its roles and responsibilities, the composition of the Board shall be well balanced as a whole, in terms of the knowledge, experience and ability of the Board members.

2. The Board of Directors shall include Directors who co-assume the office of Director at a subsidiary bank, so that the Group management policies and strategies shall be effectively reflected in the operation of subsidiary banks.

Article 6 (Roles and Responsibilities of Directors)

Directors, as a Board member, shall oversee the job performance of Directors and Executive Officers.

1. Directors shall be aware of their fiduciary duty to shareholders, ensure appropriate cooperation with stakeholders and take action for the benefit of the Company and for the common interests of

   the shareholders.

2. To effectively fulfill their roles and responsibilities, Directors shall spend sufficient time on their duties and demonstrate their expected abilities.

3. To effectively fulfill their roles and responsibilities, Directors shall obtain necessary and sufficient information, ask for explanations at the Board meeting, and actively participate in the exchange of opinions for thorough discussions.

Article 7 (Policies on Nominating Candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members))

Candidates for Director (excluding Directors serving as Audit & Supervisory Committee Members) within the Group shall possess affluent practical experience in the Group's management and business administration with excellent competence, qualification to contribute to the mid to long term creation of higher corporate value through their insight, and high ethical standards.

1. Candidates for External Directors (excluding Directors serving as Audit & Supervisory Committee Members) shall fully understand the Group's management principles, share the Group's social responsibilities and mission as a regional financial group, be capable of discussing matters on an equal footing with senior management, and meet the following descriptions:

   1. An individual with affluent practical experience and professional knowledge in any of the following fields of, but not limited to, corporate management, economics, legal affairs, finance, tax accounting, or business consulting.

   2. An individual, based on his/her knowledge and experience, capable of supervising Directors and management from an independent and objective position, and capable of giving opinions, guidance and advice to management in a timely and appropriate manner.

   3. An individual who meets the Company’s Criteria for Independence (see appendix).

2. The Group Nominating Advisory Committee shall, in response to the consultation from the Board of Directors, deliberate on candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members) based on the policies set forth in this Article, and the Board of Directors shall nominate candidates with full respect for the Committee's deliberation.

Article 8 (Roles and Responsibilities of Audit & Supervisory Board and its Members)

Based on the basic policies and audit plan for the Group-wide audit, the Audit & Supervisory Committee shall audit Directors' job performance and examine the status, etc. of business conditions and assets of the Group as a whole.

1. As an independent body entrusted by shareholders with auditing and supervising Directors' job performance, the Audit & Supervisory Committee shall be responsible for securing the Company's

   sound and sustainable growth and establishing good corporate governance leading to the social confidence.

2. In order to discharge the responsibilities described in the preceding item, Audit & Supervisory Committee or its members shall take necessary measures at appropriate timing, such as attending the Board of Directors meeting and other important meetings, examining the reports obtained from Directors, employees, accounting auditors, etc., investigating status of business conditions and assets of the Company, giving advice to Directors and employees, making a recommendations, and suspending Director's acts.

3. Full time Audit & Supervisory Committee Members shall, in light of their full time nature, actively endeavor to create a good audit environment and gather internal information, while routinely overseeing and verifying the status of development and operation of the internal control system, and shall make every effort to share the information that may have come to their knowledge in the course of their duties with other Audit & Supervisory Committee Members.

4. To effectively fulfill their roles and responsibilities, Audit & Supervisory Committee Members shall obtain necessary and sufficient information by communicating with Directors and accounting auditors as well as through cooperation with other Audit & Supervisory Committee Members and relevant departments in charge of internal audits and internal controls, and seek advice from external specialists as needed.

Article 9 (Policies on Nominating Candidates for Directors serving as Audit & Supervisory Committee Members)

Candidates for Directors serving as Audit & Supervisory Committee Members shall be capable of performing audits from a neutral and objective perspective with a fair and unbiased attitude while ensuring independence from Executive Officers.

1. Candidates for Directors serving as Audit & Supervisory Committee Members from within the Group shall possess affluent practical experience in the financial business with excellent competence and insight.

2. Candidates for External Directors serving as Audit & Supervisory Committee Members shall meet the following descriptions, in addition to Item 1:

   1. An individual with affluent practical experience and professional knowledge in any of the following fields of, but not limited to, corporate management, economics, legal affairs, finance, tax accounting, or business consulting.

   2. An individual who meets the Company’s independence criteria (see appendix).

3. The Group Nominating Advisory Committee shall, in response to the consultation from the Board of Directors, deliberate on candidates for Directors serving as Audit & Supervisory Committee Members based on the policies set forth in this Article, and the Board of Directors shall nominate