This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document for all purposes.
[Translation]
(Stock Exchange Code 7327) May 31, 2024 (Date of commencement of electronic provision measures: May 20, 2024)
To Shareholders with Voting Rights:
Michiro Ueguri
President and Representative Director
Daishi Hokuetsu Financial Group, Inc.
1071-1Higashiborimae-dori7-bancho,Chuo-ku,
Niigata, Niigata, Japan
NOTICE OF CONVOCATION OF
THE 6TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 6th Annual General Meeting of Shareholders of Daishi Hokuetsu Financial Group, Inc. (the "Company") will be held for the purposes described below.
When convening this general meeting of shareholders, the Company has taken measures for electronically providing information and has posted the matters subject to the electronic provision measures on the websites of the Company and the Tokyo Stock Exchange on the Internet. You are kindly requested to access the following websites to view the information.
[The Company website]
[The Tokyo Stock Exchange website] (Listed Company Search)
https://www.dhfg.co.jp/english/
Please access the website above, and then click on "Shareholders' Meeting" to find the information.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, and then enter the Company's name or stock exchange code (7327), and click on "Search," "Basic information," and "Documents for public inspection/PR information" in this order to find the information.
If you do not attend the meeting, you can exercise your voting rights in advance via the Internet or in writing. Please review the after-mentioned Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:20 p.m. on Monday, June 24, 2024, Japan time.
1
- Date and Time:
- Place:
Tuesday, June 25, 2024, at 10 a.m. Japan time (The reception begins at 9 a.m.)
Daishi Hokuetsu Hall on the second floor of Daishi Hokuetsu Bank, Ltd.'s head office located at 1071-1,Higashiborimae-dori,7-bancho,Chuo-ku, Niigata, Niigata, Japan
(Please refer to the "Location of General Meeting of Shareholders" attached at the end of this document (Japanese version only).)
3. Agenda:
Matters to be reported:
Proposals to be resolved:
The Business Report, and the Consolidated Financial Statements and Non- consolidated Financial Statements for the Company's 6th Fiscal Year (April 1, 2023-March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements
Election of Nine (9) Directors Not Serving as Audit & Supervisory Committee Members
Election of Four (4) Directors Serving as Audit & Supervisory Committee Members
4. Instructions for the Exercise of Voting Rights
- Methods for the exercise of voting rights
You can exercise your voting rights by three methods: attending the meeting in person, using the Internet, and mailing the Voting Rights Exercise Form.
(2) Handling of duplicate votes
If you have exercised your voting rights both by the Voting Rights Exercise Form and via the Internet, the vote exercised via the Internet shall be deemed effective.
If you have exercised your voting rights more than once via the Internet, only the last vote shall be deemed effective.
(3) Handling of diverse exercise
If you wish to make a diverse exercise of your voting rights, please notify the Company of your intention of making a diverse exercise of your voting rights and the reasons thereof by three (3) days prior to the General Meeting of Shareholders.
(4) Exercise of voting rights by proxy
If you are unable to attend the meeting, you may exercise your voting rights by proxy. Such proxy must be a shareholder of the Company who holds voting rights and will be required to submit a document certifying the authority as proxy.
End
Request for exercising voting rights
Voting rights in a general meeting of shareholders are important rights of our shareholders to participate in our management. We request that you exercise your voting rights.
2
[Note on the Delivery of Paper-based Materials for the General Meeting of Shareholders]
In response to the system for providing materials for the general meeting of shareholders in electronic format that came into effect as a result of the amendment to the Companies Act, the Company has changed the way it provides materials for the General Meeting of Shareholders to posting the information on the Company website.
Considering comprehensively the reduction of global environmental burden by saving paper resources, and other factors, the Company will begin from this General Meeting of Shareholders to send a "simple convocation notice" to shareholders who have not made a request for delivery of documents.
A complete set of materials for the General Meeting of Shareholders is available on the websites of the Company and the Tokyo Stock Exchange, the addresses of which are provided on page 1 of this document. Please confirm this information.
- Among the matters subject to the electronic provision measures, the following matters will not be provided in the paper copy to shareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company. The Audit & Supervisory Committee and the Accounting Auditors audit documents subject to auditing, including the following matters:
- "Matters concerning Share Acquisition Rights, etc.," "Corporate Structure to Ensure Appropriate Business Operations," "Matters concerning Specified Wholly-Owned Subsidiaries," and "Matters concerning Dealings with Parent Company, etc." in the Business Report
- Consolidated Statement of Shareholders' Equity and Notes to the Consolidated Financial Statements
- Non-consolidatedStatement of Shareholders' Equity and Notes to the Non-consolidated Financial Statements
- Should any amendments be made to the matters subject to the electronic provision measures, the Company will post the notice to that effect with matters before and after the amendment on the Company website and the Tokyo Stock Exchange website, the addresses of which are provided on page 1 of this document.
3
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal 1: Election of Nine (9) Directors Not Serving as Audit & Supervisory Committee Members
The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit & Supervisory Committee Members; hereinafter the same applies within this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. To further reinforce and improve the management system and secure the diversity of the Board of Directors, the Company will add a new female Director and accordingly proposes to elect nine (9) Directors.
The Company has established the Nomination and Remuneration Committee to ensure the opportunity to receive appropriate involvement and advice from Outside Directors on important matters such as the election and dismissal of Directors, and thereby reinforce fairness, transparency, and objectivity (the Committee is an advisory body to the Board of Directors composed of eight (8) members: five (5) Outside Directors and three
-
Representative Directors). The appointment of the candidates for Director was decided based on the deliberations and findings of this Committee.
This proposal was discussed by the Audit & Supervisory Committee, and there were no special matters to note.
The candidates for Director are as follows:
No. | Name | (Sex) | Current position in the | |
Company | ||||
1 | Fujio Namiki | (Male) | Renomination | Chairman and Representative |
Director | ||||
2 | Michiro Ueguri | (Male) | Renomination | President and Representative |
Director | ||||
3 | Makoto Takahashi | (Male) | Renomination | Representative Director and |
Senior Managing Director | ||||
4 | Ken Shibata | (Male) | Renomination | Director |
5 | Toshiyuki Maki | (Male) | Renomination | Director |
6 | Takayoshi Tanaka | (Male) | Renomination | Director |
7 | Takashi Ishizaka | (Male) | Renomination | Director |
8 | Tadanori Miyakoshi | (Male) | Renomination | Director |
9 | Yoshiko Baba | (Female) | New | - |
nomination |
Note: The newly nominated candidate No. 9 is a Director of Daishi Hokuetsu Bank, Ltd.
Attendance at
Meetings of the Board of Directors (6th term)
12/12 (100%)
12/12 (100%)
12/12 (100%)
12/12 (100%)
12/12 (100%)
12/12 (100%)
11/12 (91%)
12/12 (100%)
-
4
No.
1
Number of
Past experience, positions and responsibilitiesshares of the Company held
April 1975 Joined The Daishi Bank, Ltd.
August 1998 General Manager, Kashiwazaki Minami Office February 2000 General Manager, Business Development Division February 2002 General Manager, Tsubame Office
June 2004 General Manager, Sanjo Office and General Manager,
Sanjo Minami Office
June 2005 Director, General Manager, Sanjo Office
June 2006 Director stationed in Joetsu/General Manager, Takada
Office
April 2007 Director and Executive Officer stationed in
Joetsu/General Manager, Takada Office9,600
April 2008 Managing Director, General Manager, Business
Headquarters
June 2011 Senior Managing Director (Representative Director)
June 2012 President (Representative Director)
October 2018 President and Representative Director, the Company
January 2021 President (Representative Director), Daishi Hokuetsu Bank, Ltd.
April 2021 Chairman and Representative Director, in charge of supervision/Audit and Inspection Division, the Company (current position)
Director, Daishi Hokuetsu Bank, Ltd.
Years in service as Director: 5 years and 9 months* [Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2005, Mr. Fujio Namiki has supervised the divisions of business promotion, credit/loans, and management planning, thereby accumulating considerable experience and broad knowledge. Having assumed the office of the bank's Representative Director in June 2011, President (Representative Director) in June 2012, the Company's President and Representative Director since its establishment in October 2018, and the Company's Chairman and Representative Director since April 2021, he has adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position] None
5
No.
2
Name | Number of | ||
Past experience, positions and responsibilities | shares of the | ||
(Date of birth) | |||
Company held | |||
April 1986 | Joined The Daishi Bank, Ltd. | ||
April 2008 | General Manager, Kashiwazaki Minami Office | ||
June 2012 | General Manager, Planning Coordination Division | ||
June 2015 | General Manager, Tokyo Office, and Chief | ||
Representative, Tokyo Representative Office | |||
June 2016 | Executive Officer, General Manager, Tokyo Office, | ||
and Chief Representative, Tokyo Representative | |||
Michiro Ueguri | Office | ||
April 2017 | Executive Officer and General Manager, Group | ||
(December 24, | |||
Strategy Planning Division | |||
1962) | |||
June 2017 | Director, Executive Officer and General Manager, | 5,400 | |
(Age: 61*) | |||
Group Strategy Planning Division | |||
Renomination | June 2018 | Managing Director | |
October 2018 | Director, the Company | ||
April 2021 | President and Representative Director, Chairman of | ||
Board of Directors, Supervision, the Company (current | |||
position) | |||
President (Representative Director), Chairman of | |||
Board of Directors in charge of | |||
Supervision/Secretariat Division, Daishi Hokuetsu | |||
Bank, Ltd. (current position) |
Years in service as Director: 5 years and 9 months* [Reason for nomination as Director]
Since he assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2017, Mr. Michiro Ueguri has supervised the divisions of management planning, general affairs, human resources, administration and sales, thereby accumulating considerable experience and broad knowledge. He has served as Director of the Company since its establishment in October 2018, and was appointed President and Representative Director of the Company and President (Representative Director) of Daishi Hokuetsu Bank, Ltd. in April 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent positions]
President (Representative Director), Daishi Hokuetsu Bank, Ltd. Outside Director, HOKURIKU GAS CO., LTD.
Outside Director, BSN Media Holdings, Inc.
6
No.
3
Name | Number of | ||
Past experience, positions and responsibilities | shares of the | ||
(Date of birth) | |||
Company held | |||
April 1985 | Joined The Hokuetsu Bank, Ltd. | ||
July 2009 | General Manager, Gosen Office | ||
June 2013 | General Manager, Loan Division | ||
June 2015 | General Manager, Business Supervision Division | ||
June 2017 | Director, General Manager, General Planning | ||
Division | |||
June 2018 | Managing Director, General Manager, General | ||
Planning Division | |||
Makoto Takahashi | October 2018 | Director, the Company | |
January 2021 | Managing Director, General Manager, | ||
(February 23, | Operation Headquarters, Daishi Hokuetsu Bank, | ||
1962) | Ltd. | 5,950 | |
(Age: 62*) | June 2023 | Representative Director and Senior Managing | |
Renomination | Director in charge of Risk Management Division | ||
/Systems Operation Administration Division, the |
Company (current position)
Senior Managing Director (Representative Director), General Manager, Operation Headquarters, in charge of Administration Management Division/System Planning Division/Operation Centralization Division/Operation Support Division/Risk Control Division, Daishi Hokuetsu Bank, Ltd. (current position)
Years in service as Director: 5 years and 9 months* [Reason for nomination as Director]
Since he assumed the office of Director of The Hokuetsu Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2017, Mr. Makoto Takahashi has supervised the divisions of management planning and consolidation promotion, thereby accumulating considerable experience and broad knowledge. Since the establishment of the Company in October 2018, he has served as Director and, since June 2023, as Representative Director and Senior Managing Director of the Company and Senior Managing Director (Representative Director) of Daishi Hokuetsu Bank and has adequately fulfilled his duties and responsibilities. He has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position]
Senior Managing Director (Representative Director), Daishi Hokuetsu Bank, Ltd.
7
No.
4
Name
(Date of birth)
Ken Shibata (January 19, 1967) (Age: 57*)
Renomination
Past experience, positions and responsibilities
April 1989 | Joined The Daishi Bank, Ltd. |
February 2011 | General Manager, Tsubame Minami Office |
June 2015 | General Manager, Planning Coordination Division |
June 2018 | Director and Executive Officer, General Manager, |
Planning Coordination Division | |
October 2018 | General Manager, Business Planning Division, the |
Company | |
June 2020 | Director, General Manager, Corporate |
Planning Division, the Company | |
Managing Director, General Manager, | |
Planning Coordination Division, The Daishi Bank, | |
Ltd. | |
June 2021 | Director in charge of Corporate Planning |
Division/Group Strategy Promotion Division and | |
Treasury and Capital Markets Division, the Company | |
(current position) | |
Managing Director, Daishi Hokuetsu Bank, Ltd. | |
June 2023 | Senior Managing Director (Representative Director), |
in charge of Planning Coordination Division/Tokyo | |
Representative Office and Treasury and Capital | |
Markets Division, Daishi Hokuetsu Bank, Ltd. | |
(current position) |
Number of
shares of the
Company held
4,000
Years in service as Director: 4 years* [Reason for nomination as Director]
Mr. Ken Shibata assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2018 and has supervised the divisions of corporate planning, risk management, securities operation, thereby accumulating considerable experience and broad knowledge. He has served as Director of the Company since June 2020 and as Senior Managing Director (Representative Director) of Daishi Hokuetsu Bank, Ltd. since June 2023. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position]
Senior Managing Director (Representative Director), Daishi Hokuetsu Bank, Ltd.
8
No.
5
Name | Number of | ||
Past experience, positions and responsibilities | shares of the | ||
(Date of birth) | |||
Company held | |||
April 1990 | Joined The Daishi Bank, Ltd. | ||
June 2015 | General Manager, Kameda Office | ||
June 2017 | General Manager, Sanjo Office and General Manager, | ||
Sanjo Higashi Office | |||
June 2018 | Executive Officer and General Manager, Consulting | ||
Promotion Division | |||
October 2018 | General Manager, Business Planning Division, the | ||
Company | |||
June 2019 | Director, Executive Officer and General Manager, | ||
Consulting Promotion Division, The Daishi Bank, Ltd. | |||
Director, Executive Officer and General Manager, | |||
Toshiyuki Maki | Business Headquarters | ||
(December 19, | June 2020 | Managing Director, General Manager, Business and | |
1966) | Regional Revitalization Headquarters | 1,300 | |
(Age: 57*) | January 2021 | Senior Managing Executive Officer and General | |
Manager, Business and Regional Revitalization | |||
Renomination | Headquarters, Daishi Hokuetsu Bank, Ltd. | ||
April 2021 | General Manager, Regional Revitalization Division, | ||
the Company | |||
June 2021 | Director, General Manager, Regional Revitalization | ||
Headquarters and General Manager, Regional | |||
Revitalization Division | |||
Managing Director and General Manager, Business | |||
Headquarters, in charge of Consulting Division and | |||
Business Development and Planning Division, Daishi | |||
Hokuetsu Bank, Ltd. (current position) | |||
June 2023 | Director, General Manager, Regional Revitalization | ||
Headquarters, the Company (current position) |
Years in service as Director: 3 years* [Reason for nomination as Director]
Mr. Toshiyuki Maki assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2019 and supervised the division of business promotion, thereby accumulating considerable experience and broad knowledge. He has served as Senior Managing Executive Officer and General Manager, Business Headquarters of Daishi Hokuetsu Bank, Ltd. from January 2021, and as Director and General Manager of the Regional Revitalization Headquarters of the Company, and Managing Director and General Manager, Business Headquarters of the said bank since June 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.
9
No.
6
Name
(Date of birth)
Takayoshi
Tanaka
(June 15, 1963)
(Age: 61*)
Renomination
Number of | ||
Past experience, positions and responsibilities | shares of the | |
Company held | ||
April 1987 | Joined The Daishi Bank, Ltd. | |
February 2009 | General Manager, Nagaoka Shiyakushomae Office | |
February 2011 | General Manager, Gosen Office | |
June 2013 | General Manager, Tokamachi Office | |
June 2015 | General Manager, Human Resources Division | |
June 2017 | Executive Officer, General Manager, Human | |
Resources Division | ||
October 2018 | General Manager in charge of Personnel Planning | |
Division, the Company | ||
June 2019 | Director and Executive Officer, General Manager, | |
Human Resources Division, The Daishi Bank, Ltd. | ||
June 2020 | Managing Director, General Manager, Head | |
Office Business Division, and Manager, | ||
Niigata Airport Sub-office, The Daishi Bank, Ltd. | ||
January 2021 | Senior Managing Executive Officer, General | 5,126 |
Manager, Head Office Business Division and | ||
Manager, Niigata Airport Sub-office, Daishi | ||
Hokuetsu Bank, Ltd. | ||
June 2021 | Director, the Company | |
Managing Director, General Manager, Head Office | ||
Business Division, and Manager, Niigata Airport | ||
Sub-office, Daishi Hokuetsu Bank, Ltd. | ||
June 2023 | Director in charge of Personnel Planning Division | |
and General Affairs Division, the Company | ||
(current position) | ||
Managing Director, in charge of General Affairs | ||
Division and Deputy in charge of Personnel | ||
Division, Daishi Hokuetsu Bank, Ltd. (current | ||
position) |
Years in service as Director: 3 years* [Reason for nomination as Director]
Mr. Takayoshi Tanaka assumed the office of Director of The Daishi Bank, Ltd. (currently Daishi Hokuetsu Bank, Ltd.) in June 2019 and has supervised the Personnel Division, thereby accumulating considerable experience and broad knowledge. He served as Senior Managing Executive Officer, General Manager, Head Office Business Division of Daishi Hokuetsu Bank, Ltd. from January 2021 and as Director of the Company and Managing Director of the said bank since June 2021. He has adequately fulfilled his duties and responsibilities, and he has therefore been nominated as Director in the judgment that he will continue to be able to contribute to the management of our Group.
[Significant concurrent position]
Managing Director, Daishi Hokuetsu Bank, Ltd.
10
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Daishi Hokuetsu Financial Group Inc. published this content on 19 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2024 16:15:07 UTC.