This is a partial translation of the original Japanese "Convocation Notice of the 21st Ordinary General Meeting of Shareholders", prepared for the convenience of non-resident shareholders. In case of any discrepancy between any part of this translation and the original Japanese text, the Japanese original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Securities Code: 8377
May 30, 2024
Dear Shareholders:
Hiroshi Nakazawa
President
Hokuhoku Financial Group, Inc.
1-2-26Tsutsumicho-dori,Toyama-city, Toyama
Convocation Notice of the 21st Ordinary General Meeting of Shareholders
This is to inform you that the 21st Ordinary General Meeting of Shareholders of Hokuhoku Financial Group, Inc. ("the Company") will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to electronically provide the matters subject to the electronic provision measures, which constitutes the content of the reference documents for the General Meeting of Shareholders, etc., and has posted the matters subject to the electronic provision measures on the website as Convocation Notice of the 21st Ordinary General Meeting of Shareholders. To review the information, please access any of the following websites.
[Hokuhoku Financial Group website ("the Company's website")] https://www.hokuhoku-fg.co.jp/stocks/generalmeeting/
[Tokyo Stock Exchange website (Listed Company Search) ("TSE website")] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Please access TSE website, and search by "Issue name" (Hokuhoku Financial Group,) or "Code" (8377), select "Basic information" and then "Documents for public inspection/PR information" to review
If you are unable to attend the meeting, you may exercise your voting rights in writing or by electromagnetic method (via the Internet etc.). Please exercise voting rights after careful examination of the Reference Documents for the General Meeting of Shareholders by 5:00 p.m., on Thursday June 20, 2024.
1. Date and time: Friday June 21, 2024 at 10:00 a.m.
2. Place: | 2nd floor Conference Hall |
Hotel Polestar Sapporo | |
Kita 4-jo Nishi 6-chomeChuo-kuSapporo-city Hokkaido | |
The 21st Ordinary General Meeting of Shareholders is to be | |
held in Sapporo-city, so please note that the venue of the | |
meeting is different from that of the last year. |
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3. Agenda:
Matters to be reported:
The 21st business year (April 1, 2023 through March 31, 2024) Business Report, the Non-Consolidated Financial Statements, the Consolidated Financial Statements, and the Audit Report on Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee.
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven (7) Directors (Excluding Directors serving as Member of Audit and Supervisory Committee)
Proposal 3: Election of Three (3) Directors serving as Member of Audit and Supervisory Committee
◎For this General Meeting of Shareholders, the Company has sent all shareholders the documents providing the matters subject to the electronic provision measures, regardless of whether a request for the delivery for the documents is made or not.
Among the matters subject to the electronic provision measures, the following matters are not provided in the documents delivered to shareholders under the provisions of laws and regulations and Articles of Incorporation of the Company.
In addition, the Audit and Supervisory Committee and Accounting Auditor audits on audit target documents that include the following matters.
- "Matters concerning Share Acquisition Rights, etc.," and "Corporate Structure to Ensure Appropriate Business Operations."
- Consolidated statements of changes in shareholder's equity and Notes on Consolidated Financial Statements of Consolidated Financial Statements.
- Non-Consolidatedstatements of changes in shareholder's equity and Notes on Non- Consolidated Financial Statements of 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's website and TSE website.
◎If you wish to exercise your voting rights through a proxy, you must appoint only one (1) proxy from shareholders with voting rights and submit a letter of attorney attached with the Voting Rights Exercise Form to the receptionist. Please note that non-shareholders can not attend the meeting.(Excludes accompanying persons with physical disabled shareholders.)
4. Exercise of Voting Rights
- If you attend the meeting, please present the enclosed Voting Rights Exercise Form to the reception desk.
- If you are unable to attend the meeting, please exercise voting rights by any of the following methods.
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Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form enclosed herewith, and send back to arrive by 5:00 p.m., on Thursday June 20, 2024. - Exercise of Voting Rights by Electromagnetic Method (via the Internet, etc.) Exercise your voting rights by following the instructions on the next page. Your voting rights are to be exercised by 5:00 p.m., on Thursday June 20, 2024.
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Guidance Notes on filling in the Voting Rights Exercise Form
Please indicate for or against about each proposal.Proposal 1
When you are for the proposed proposal, mark ○ in the "for" box, and when you are against the proposal, mark○ in the "against" box.
Proposals 2 and 3
When you are for all of the proposed persons in the proposal, mark ○ in the "for" box, and when you against all in the proposal, mark ○ in the "against" box.
If you are against certain candidates, mark ○ in the "for" box, and also write the candidate number for each candidate you are against inside the parentheses.
◎No indication on the voting form of your approval or disapproval for any proposal shall be treated as an indication of approval.
◎If you send Voting Rights Exercise Form multiple times, the last vote cast shall be treated as the valid vote.
◎If you exercise your voting rights by electromagnetic method more than once, the last vote cast shall be the valid vote.
◎If you exercise your voting rights both by mail(in writing) and by electromagnetic method (via the Internet), we will only accept, as effective, the exercise of your voting rights via the Internet.
Guidance Notes on the Exercise of Voting Rights by the Internet
- You can access the Voting Rights Exercise Website by scanning the QR code without entering your Code and Password.
- Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form. ※「QR Code」is registered trade mark of DENSO WAVE INCORPORATED
- Enter for or against following the directions on the website.
- You can exercise your voting rights only one time by scanning the QR Code to log in. If you exercise your voting rights more than once, follow the instructions below to access the Voting Rights Exercise Website.
-
You can access the Voting Rights Exercise Website by entering your Code and Password
Voting Rights Exercise Website: https://soukai.mizuho-tb.co.jp/
- Access the Voting Rights Exercise Website.
- Enter the Code for the Exercise of Voting Rights described on the Voting Rights Exercise Form, and click the "next" button.
- Enter the Password described on the Voting Rights Exercise Form, and register your new password.
- Then, please indicate whether you are for or against each of the items following the directions on the website.
For Inquiries with respect to the Exercise of Voting Rights via the Internet (only in Japan)
Stock Transfer Agency Department
Mizuho Trust and Banking Co., Ltd.
Telephone: 0120-768-524(toll-free, only in Japan)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding the New Year's holiday)
Reference: Exercise of Voting Rights via the electronic voting platform
Institutional investors may use the electronic voting platform for institutional investors operated by Investor Communications Japan, Inc.
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Reference Documents
Proposal 1: Appropriation of Surplus
Our dividend policy is to ensure financial foundation and stable distribution of dividends, aiming for medium to long-term growth and improvement of corporate value of the group. We propose JPY 3.00 increase in year-end dividend per common share to JPY 40.00 as below, considering the business results of this fiscal year.
(1) Type of dividend property: | Cash | |||
(2) Matters concerning the allocation and total amount of dividend property: | ||||
(Dividend per share) | (Dividend amount) | |||
Common shares | ¥40.00 | ¥4,983,349,160 | ||
1st series Type 5 preferred shares | ¥7.50 | ¥ 402,861,903 | ||
Total | ¥ 5,386,211,063 |
(Notes) There were no interim dividends for common shares in the end of 2nd quarter. Interim and year-end dividends for 1st series Type 5 preferred shares are JPY 7.50 per share respectively, as specified in advance. Interim dividend amount for 1st series Type 5 preferred shares is ¥ 483,434,280.
(3) Date on which dividends from surplus shall be effective: Monday June 24, 2024
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Proposal 2: Election of Seven (7) Directors (Excluding Directors serving as Audit and Supervisory Committee Members)
The terms of office of all seven (7) Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter referred to as "Director" in this proposal) will expire upon the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, we propose the election of seven (7) Directors.
The Audit and Supervisory Committee has deliberated on this proposal and has notified that each candidate is qualified for the position of Director of the Company.
The candidates for Directors are as follows:
Number of | Current Position | ||||
No. | Candidate's Name | Years in | Gender | ||
at the Company | |||||
Office | |||||
President | |||||
1 | Hiroshi Nakazawa | Reappointment | 5 | Member of the | |
Male | Nomination and | ||||
Compensation | |||||
Committee | |||||
Deputy President | |||||
2 | Yuji Kanema | Member of the | |||
Reappointment | 7 | Male | Nomination and | ||
Compensation | |||||
Committee | |||||
3 | Masahiko Kobayashi | Reappointment | 5 | Male | Director |
4 | Yoshimasa Takada | Reappointment | 3 | Male | Director |
5 | Yoshikazu Sakamoto | Reappointment | 2 | Male | Director |
6 | Taro Nishino | New | ― | Male | Executive officer |
Appointment | |||||
7 | Naohisa Otsuka | New | ― | Male | Executive officer |
Appointment | |||||
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No
1
Name (Date of birth)
Career Summary (Titles and Assignments in the Company and subsidiary banks and concurrent positions of other organizations)
Hiroshi Nakazawa (March 21, 1963) | Reappointment |
Attendance at meetings of the Board of Directors: 11/11meetings (100%) Attendance at meetings of the Nomination and Compensation Committee: 7/7meetings (100%)
April 1986 | Joined the Hokuriku Bank, Ltd. |
April 2005 | General Manager of Ninomiya Branch of the said |
June 2007 | bank |
General Manager of Kotoni Branch of the said bank | |
April 2009 | General Manager of Asakusa Branch of the said bank |
June 2011 | General Manager of Fukui Branch of the said bank |
June 2014 | General Manager of Planning Division of the said |
June 2016 | bank |
Executive Officer and General Manager of Head | |
June 2017 | Office Business Division of the said bank |
Director, Executive Officer and General Manager of | |
June 2018 | Head Office Business Division of the said bank |
Director, Managing Executive Officer and Head of | |
June 2019 | Toyama Regional Business Division of the said bank |
Director of the Company | |
June 2020 | Director and Managing Executive Officer of the |
June 2021 | Hokuriku Bank, Ltd. |
Director, Managing Executive Officer and Head of | |
Tokyo Regional Business Division of the said bank | |
Director of the Company (In charge of Business | |
June 2022 | Planning Department) |
President and Representative Director of the Hokuriku | |
Bank, Ltd. (present position) | |
President of the Company (present position) |
(Important concurrent position of other organization)
President and Representative Director of the Hokuriku Bank, Ltd.
Type and Number of Shares of the Company held
Common shares 16,815 shares
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience, having been engaged in General Manager and Head of Regional Business Division, as a member of the Group since 1986. Moreover, he has abundant management experience as the President of the Company and the President and Representative Director of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as a member of the Board of Directors, of his experience and expert knowledge is expected to strengthen the effectiveness of the decision-making and supervisory functions of the Board of Directors.
(Especially Expected Skills)
Corporate management, Consulting, Financial market, Global affairs, IT/DX, GX, Finance, Financial Accounting
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Name (Date of birth) | Type and Number | ||||
No | Career Summary (Titles and Assignments in the Company and subsidiary | of Shares of the | |||
banks and concurrent positions of other organizations) | Company held | ||||
2 | Yuji Kanema (June 11, 1964) | Reappointment | Common shares | ||
Attendance at meetings of the Board of Directors: 11/11meetings (100%) | 9,819shares | ||||
Attendance at meetings of the Nomination and Compensation | |||||
Committee: 6/7meetings (86%) | |||||
April 1987 | Joined the Hokkaido Bank, Ltd. | ||||
January 2002 | General Manager of Hanakawa Branch of the said | ||||
July 2003 | bank | ||||
Manager and head of Managerial Planning Group of | |||||
October 2005 | the said bank | ||||
General Manager of Managerial Planning Division of | |||||
the said bank | |||||
July 2011 | Supervisor of Toriimae area and General Manager of | ||||
April 2013 | Toriimae Branch of the said bank | ||||
Executive Officer in charge of sales in Okhotsk | |||||
Region and General Manager of Kitami Branch of the | |||||
June 2015 | said bank | ||||
Executive Officer in charge of sales in Sapporo, | |||||
June 2016 | Ishikari and Sorachi Region of the said bank | ||||
Director, Managing Executive Officer and Head of | |||||
June 2017 | Planning and Management Section of the said bank | ||||
Director of the Company | |||||
June 2019 | Director of the Company (Deputy in charge of | ||||
Planning Group and Administration Group) | |||||
June 2021 | Executive Officer of the Hokuriku Bank, Ltd. | ||||
President and Representative Director of the | |||||
Hokkaido Bank, Ltd. (present position) | |||||
Deputy President and Representative Director of the | |||||
April 2023 | Company | ||||
Deputy President and Representative Director of the | |||||
Company(In charge of SX Promotion Department) | |||||
(present position) |
(Important concurrent position of other organization)
President and Representative Director of the Hokkaido Bank, Ltd. (Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience, having been engaged in Head of Managerial Planning Division and Executive Officer in charge of sales in several regions, as a member of the Group since 1987. Moreover, he has abundant management experience as the Deputy President and Representative Director of the Company and the President and Representative Director of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as a member of the Board of Directors, of his experience and expert knowledge is expected to strengthen the effectiveness of the decision-making and supervisory functions of the Board of Directors.
(Especially Expected Skills)
Corporate management, HR management, Consulting, Financial market, IT/DX, GX, Finance, Financial Accounting
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Name (Date of birth) | Type and Number | ||||
No | Career Summary (Titles and Assignments in the Company and subsidiary | of Shares of the | |||
banks and concurrent positions of other organizations) | Company held | ||||
3 | Masahiko Kobayashi | (January 4, 1964) | Reappointment | Common shares | |
Attendance at meetings of the Board of Directors: 11/11meetings (100%) | 12,700 shares | ||||
April 1987 | Joined the Hokuriku Bank, Ltd. | ||||
January 2006 | Deputy General Manager of Asahikawa Branch of the | ||||
June 2007 | said bank | ||||
General Manager of Obihiro Branch of the said bank | |||||
June 2010 | General Manager of Kanazawa Minami Chuo Branch | ||||
June 2012 | of the said bank | ||||
General Manager of Shinjuku Branch of the said bank | |||||
June 2014 | General Manager of Sapporo Branch of the said bank | ||||
June 2016 | General Manager of Planning Division of the said | ||||
June 2017 | bank | ||||
Executive Officer and General Manager of Planning | |||||
June 2019 | Division of the said bank | ||||
Director and Managing Executive Officer of the said | |||||
bank | |||||
Director of the Company (In charge of Planning | |||||
Group and Administration Group) | |||||
June 2021 | Executive Officer of the Hokkaido Bank, Ltd. | ||||
Director of the Company (In charge of Corporate | |||||
June 2022 | Planning Department) | ||||
Director of the Company (In charge of Business | |||||
June 2023 | Planning Department) | ||||
Director of the Company (In charge of Business | |||||
Planning Department and DX Promotion | |||||
Department/Deputy in charge of SX Promotion | |||||
Department) (present position) | |||||
Director and Senior Managing Executive Officer of | |||||
the Hokuriku Bank, Ltd. (present position) |
(Important concurrent position of other organization)
Director and Senior Managing Executive Officer of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience, having been engaged in business promotion and corporate planning, etc., as a member of the Group since 1987. Moreover, he has abundant management experience as the Director of the Company and the Director and Senior Managing Executive Officer of the Hokuriku Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as a member of the Board of Directors, of his experience and expert knowledge is expected to strengthen the effectiveness of the decision-making and supervisory functions of the Board of Directors.
(Especially Expected Skills)
Corporate management, HR management, Consulting, IT/DX, GX, Finance, Financial accounting
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Name (Date of birth) | Type and Number | ||||
No | Career Summary (Titles and Assignments in the Company and subsidiary | of Shares of the | |||
banks and concurrent positions of other organizations) | Company held | ||||
4 | Yoshimasa Takada | (February 28, 1965) | Reappointment | Common shares | |
Attendance at meetings of the Board of Directors: 11/11meetings (100%) | 11,562 shares | ||||
April 1989 | Joined the Hokkaido Bank, Ltd. | ||||
April 2004 | Manager and head of Retail Business Group of the | ||||
October 2005 | said bank | ||||
Head of Retail Business Division of the said bank | |||||
October 2006 | General Manager of Hayakita Branch of the said bank | ||||
June 2009 | Head of Business Planning Division of the said bank | ||||
October 2012 | Head of Managerial Planning Division of the said | ||||
June 2014 | bank | ||||
Supervisor of Tsukisamu area and General Manager | |||||
June 2017 | of Tsukisamu Branch of the said bank | ||||
Executive Officer in charge of Business Planning of | |||||
June 2018 | the said bank | ||||
Executive Officer and Deputy Head of Sales | |||||
Promotion Section in charge of Business Planning of | |||||
June 2020 | the said bank | ||||
Director, Managing Executive Officer and Head of | |||||
Sales Promotion Section of the said bank (present | |||||
June 2021 | position) | ||||
Director of the Company (Deputy in charge of | |||||
June 2023 | Business Planning Department) | ||||
Director of the Company (Deputy in charge of | |||||
Business Planning Department, SX Promotion | |||||
Department, and DX Promotion Department) | |||||
June 2024 | (present position) | ||||
Deputy President and Representative Director of the | |||||
Hokkaido Bank, Ltd. (scheduled) |
(Important concurrent position of other organization)
Deputy President and Representative Director of the Hokkaido Bank, Ltd. (scheduled)
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience, having been engaged in business planning, etc., as a member of the Group since 1989. Moreover, he has abundant management experience as the Director of the Company and the Director and Managing Executive Officer of the Hokkaido Bank, Ltd.
The Company has selected him as a candidate for Director because the utilization, as a member of the Board of Directors, of his experience and expert knowledge is expected to strengthen the effectiveness of the decision-making and supervisory functions of the Board of Directors.
(Especially Expected Skills)
Corporate management, Consulting, Global affairs, IT/DX, GX, Finance, Financial accounting
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Name (Date of birth) | Type and Number | ||||
No | Career Summary (Titles and Assignments in the Company and subsidiary | of Shares of the | |||
banks and concurrent positions of other organizations) | Company held | ||||
5 | Yoshikazu Sakamoto | (September 3, 1963) | Reappointment | Common shares | |
Attendance at meetings of the Board of Directors: 11/11meetings (100%) | 3,251shares | ||||
April 1987 | Joined the Hokuriku Bank, Ltd. | ||||
June 2007 | General Manager of Mikuni Branch of the said bank | ||||
January 2010 | General Manager of Kanazawa Tonyamachi Branch | ||||
June 2012 | of the said bank | ||||
General Manager of Toyama Ekimae Branch of the | |||||
June 2015 | said bank | ||||
General Manager of Shibuya Branch of the said bank | |||||
June 2017 | General Manager of Osaka Branch of the said bank | ||||
June 2019 | Executive Officer and General Manager of Loan | ||||
June 2021 | Division of the said bank | ||||
Director and Executive Officer of the said bank | |||||
Executive Officer of the Company (In charge of Loan | |||||
June 2022 | Planning) | ||||
Director and Managing Executive Officer of the said | |||||
bank (present position) | |||||
Director of the Company (In charge of Loan | |||||
Planning) (present position) |
(Important concurrent position of other organization) Director and Executive Officer of the Hokuriku Bank, Ltd.
(Reasons for election of the candidate for Director)
He is well-acquainted with the general business, and has abundant business experience, having been engaged in General Manager and Head of Loan Division, as a member of the Group since 1987. Moreover, he has abundant management experience as the Director of the Company and the Director and Managing Executive Officer of the Hokuriku Bank, Ltd. The Company has selected him as a candidate for Director because the utilization, as a member of the Board of Directors, of his experience and expert knowledge is expected to strengthen the effectiveness of the decision-making and supervisory functions of the Board of Directors.
(Especially Expected Skills) Consulting, Finance
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