NOTICE OF THE 110TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. To our shareholders: Securities code: 8363 June 1, 2018 Tateki Ataka President (Representative Director) The Hokkoku Bank, Ltd Hirooka, Kanazawa, Ishikawa, Japan NOTICE OF THE 110TH ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 110th Ordinary General Meeting of Shareholders of The Hokkoku Bank, Ltd. (the Bank ), which will be held as described below. If you are unable to attend the meeting in person, you may exercise your voting rights either by post or via internet. After reviewing the attached reference documents for the General Meeting of Shareholders, please exercise your voting rights no later than 5:30 p.m., Thursday, June 21, 2018 (Japan Standard Time). 1. Date and Time: Friday, June 22, 2018 at 10:00 a.m. (Japan Standard Time) 2. Venue: The Bank s Head Office, 3F, Main Hall, Hirooka, Kanazawa, Ishikawa 3. Purposes: Items to be reported: 1. Business Report and Non-Consolidated Financial Statements for the 110th Term (from April 1, 2017 to March 31, 2018) 2. Consolidated Financial Statements for the 110th Term (from April 1, 2017 to March 31, 2018), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee Items to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Eleven (11) Directors who are not Audit and Supervisory Committee Members - 1 -

2 Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus The Bank maintains a basic policy to pay dividends of surplus to its shareholders on a stable and continual basis while striving to improve capital by enhancing internal reserves. Considering the business performance for the current fiscal year and future business development, the Bank proposes the payment of year-end dividends as follows: Matters related to year-end dividends: (1) Allocation of dividend and total amount thereof: 50 per common share of the Bank Total amount of dividends: 1,455,163,850 Note: The Bank has consolidated ten (10) common shares into one (1) share with an effective date of October 1, As the interim dividend ( 4 per share) is 40 per share when converting the dividend after executing the consolidation of shares for a base date of September 30, 2017, the annual dividend will be 90 per share. (2) Effective date of distribution of dividends of surplus is June 25,

3 Proposal 2: Election of Eleven (11) Directors who are not Audit and Supervisory Committee Members As the terms of office of all eleven (11) Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Bank proposes the election of eleven (11) Directors. Please note that when selecting the candidates for Directors, appropriate procedures, such as deliberation by the optional Nomination and Compensation Committee (a majority of which is outside Directors) have been performed, and the Audit and Supervisory Committee considers, by taking into account the status of execution of duties by them in the fiscal year under review, that these candidates are suitable for the position of Director in the Bank. The candidates for Directors are as follows: Current position and responsibilities at the Bank 1 Tateki Ataka President (Representative Director) 2 Shuji Tsuemura Senior Managing Director (Representative Director) 3 Junichi Maeda Senior Managing Director (Representative Director) 4 Hideaki Hamasaki Senior Managing Director 5 Kazuya Nakamura Managing Director General Manager of Branch Management and Public Institution Business 6 Koichi Nakada Managing Director Business General Manager of Management Administration and Legal Office 7 Kenichi Sakai Managing Director General Manager of Head Office Sales 8 Nobuhiro Torigoe Director, General Manager of General Planning 9 Yuji Kakuchi Director, General Manager of Capital Market 10 Toshiyuki Konishi Director, General Manager of Overseas Business Strategy and Retail Customer Support 11 Akira Nishita Director, General Manager of Credit - 3 -

4 1 2 Tateki Ataka (Date of birth: July 13, 1950) Apr June 1998 June 2002 June 2004 June 2006 Director Managing Director Senior Managing Director President (Representative Director) (present position) Managing Executive Officer (Outside), HOKURIKU ELECTRIC POWER COMPANY Company Auditor, SHIBUYA CORPORATION Mr. Tateki Ataka was reelected as a candidate for Director because the Bank judges that he will be able to execute management of the Bank accurately, fairly and efficiently based on his past performance as Managing Director and Senior Managing Director, as well as his experience and track record working as President (Representative Director) since June The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Shuji Tsuemura (Date of birth: July 6, 1961) Apr June 2008 June 2009 June 2010 Apr Apr June 2013 June 2014 Executive Officer, General Manager of General Planning and System Manager of General Planning and Operations Managing Director and Executive Officer, General Manager of General Planning and Operations Managing Director and Executive Officer, General Manager of General Planning Managing Director and Executive Officer Senior Managing Director and Executive Officer Senior Managing Director (present position) Company Auditor, TAKAMATSU MACHINERY CO., LTD. Mr. Shuji Tsuemura was reelected as a candidate for Director because the Bank judges that he will be able to execute management of the Bank accurately, fairly and efficiently based on his past performance as Executive Officer and General Manager of General Planning and System, Director and General Manager of General Planning and Operations, and Managing Director, as well as his experience and track record working as Senior Managing Director since June The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. 5,300 5,

5 3 4 Junichi Maeda (Date of birth: January 9, 1956) Apr Aug Mar May 2011 June 2011 Jan Apr Apr Joined Bank of Japan Director-General of Personnel and Corporate Affairs, Bank of Japan General Manager of Nagoya Branch, Bank of Japan as Corporate Advisor Senior Managing Director Senior Managing Director, General Manager of Audit Senior Managing Director, General Manager of Management Administration and Legal Office Senior Managing Director (present position) Mr. Junichi Maeda possesses a wealth of experience and a broad discernment with his appointment in vital roles over many years, including General Manager of Nagoya Branch for the Bank of Japan. The Bank reelected him as a candidate for Director because he will be able to execute management of the Bank accurately, fairly and efficiently based on his experience and track record working as Senior Managing Director of the Bank since June The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Apr June 2007 Executive Officer, General Manager of Central Kanazawa Area and Kanazawa Chuo Branch Manager Apr Executive Officer, General Manager of Sales Supervisory Hideaki Hamasaki (Date of birth: June 25, 1954) June 2009 June 2012 Apr Manager of Sales Supervisory Managing Director and Executive Officer, General Manager of Sales Supervisory Senior Managing Director (present position) Director (Outside) and Audit and Supervisory Committee Member, DAIWA CO., LTD. Mr. Hideaki Hamasaki was reelected as a candidate for Director because the Bank judges that he will be able to execute Director and General Manager of Sales Supervisory, and Managing Director and General Manager of Sales Supervisory, as well as his experience and track record working as Senior Managing Director since April The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. 6,500 1,

6 5 6 Kazuya Nakamura (Date of birth: July 6, 1959) Apr Apr Apr June 2013 Apr Apr Apr Executive Officer, Tokyo Branch Manager and General Manager of Tokyo Office, General Planning Executive Officer, General Manager of General Planning and Human Resource Development Office Manager of General Planning and Human Resource Development Office Director, General Manager of Sales Supervisory Director, General Manager of Branch Management, Overseas Business Strategy, Retail Customer Support, and Public Institution Business Managing Director, General Manager of Branch Management, Overseas Business Strategy, Retail Customer Support, and Public Institution Business Managing Director, General Manager of Branch Management and Public Institution Business (present position) Company Auditor, I-O DATA DEVICE, INC. Mr. Kazuya Nakamura was reelected as a candidate for Director because the Bank judges that he will be able to execute Director and General Manager of General Planning and Human Resource Development Office, as well as his experience and track record working as Managing Director, General Manager of Branch Management and Public Institution Business since April The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Apr Apr Executive Officer, General Manager of Komatsu Area and Komatsu Branch Manager Koichi Nakada (Date of birth: September 11, 1960) June 2013 Apr Apr Manager of Komatsu Area and Komatsu Branch Manager Director and Executive Officer, Tokyo Branch Manager Director, General Manager of Management Administration and Legal Office Managing Director, General Manager of Management Administration and Legal Office (present position) Mr. Koichi Nakada was reelected as a candidate for Director because the Bank judges that he will be able to execute Director and Executive Officer, Tokyo Branch Manager as well as his experience and track record working as Managing Director and General Manager of Management Administration and Legal Office since June The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. 1,950 2,

7 7 8 Kenichi Sakai (Date of birth: May 16, 1955) Apr Apr Apr Apr June 2014 Apr Feb Executive Officer, General Manager of Matto Area and Matto Branch Manager Executive Officer, General Manager of Toyama Area and Toyama Branch Manager Executive Officer, General Manager of Head Office Sales Manager of Head Office Sales Director, General Manager of Head Office Sales and Kanazawa Chuo Branch Manager Director, General Manager of Head Office Sales Managing Director, General Manager of Head Office Sales (present position) Mr. Kenichi Sakai was reelected as a candidate for Director because the Bank judges that he will be able to execute Manager of Head Office Sales as well as his experience and track record working as Managing Director and General Manager of Head Office Sales since. The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Apr Apr Executive Officer, General Manager of Operations Nobuhiro Torigoe (Date of birth: January 2, 1960) Apr Apr June 2016 Executive Officer, General Manager of Operations and System Executive Officer, General Manager of General Planning Director, General Manager of General Planning (present position) Mr. Nobuhiro Torigoe was reelected as a candidate for Director because the Bank judges that he will be able to execute Executive Officer and General Manager of Operations and System, as well as his experience and track record working as Director and General Manager of General Planning since June The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. 3,300 1,

8 Yuji Kakuchi (Date of birth: July 15, 1960) Apr Apr Apr Executive Officer, General Manager of Capital Market and International Executive Officer, General Manager of Capital Market Director, General Manager of Capital Market (present position) Mr. Yuji Kakuchi was reelected as a candidate for Director because the Bank judges that he will be able to execute Executive Officer and General Manager of Capital Market and International, as well as his experience and track record working as Director and General Manager of Capital Market since. The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Apr Apr Executive Officer, General Manager of Central Komatsu Area and Komatsu Chuo Branch Manager Toshiyuki Konishi (Date of birth: October 28, 1961) Apr Apr Executive Officer, General Manager of Toyama Area and Toyama Branch Manager Director, General Manager of Toyama Area and Toyama Branch Manager Director, General Manager of Overseas Business Strategy and Retail Customer Support (present position) Mr. Toshiyuki Konishi was reelected as a candidate for Director because the Bank judges that he will be able to execute Executive Officer, General Manager of Central Komatsu Area and Komatsu Chuo Branch Manager, as well as his experience and track record working as Director, General Manager of Overseas Business Strategy and Retail Customer Support since April The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Apr Apr Executive Officer, General Manager of Takaoka Area and Takaoka Branch Manager Akira Nishita (Date of birth: September 14, 1962) Apr Apr Executive Officer, General Manager of Komatsu Area and Komatsu Branch Manager Executive Officer, General Manager of Credit Director, General Manager of Credit (present position) Mr. Akira Nishita was reelected as a candidate for Director because the Bank judges that he will be able to execute Executive Officer, General Manager of Takaoka Area and Takaoka Branch Manager, as well as his experience and track record working as Director and General Manager of Credit since. The Bank expects that he will further strengthen the effectiveness of decision-making and auditing function of the Board of Directors. Note: There is no special interest between any of the candidates and the Bank. 2,200 1,700 1,530