These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Bank (hereinafter defined) assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from or in connection with the translations.
(Securities Code: 8334) June 5, 2023 (Commencement date of electronic provision measures: May 29, 2023)
To Shareholders:
Akihiko Fukai
President and Representative
Director
The Gunma Bank, Ltd.
194 Motosojamachi, Maebashi,
Gunma, Japan
NOTICE OF
THE 138TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 138th Annual General Meeting of Shareholders of The Gunma Bank, Ltd. (the "Bank"). The meeting will be held for the purposes described below.
In convening this General Meeting of Shareholders, the Bank has taken measures to electronically provide the information in the Reference Documents for the General Meeting of Shareholders, etc. (the "matters subject to electronic provision measures"), which are posted on each of the following websites. Please access either of these websites and confirm the information.
[Bank's website] https://www.gunmabank.co.jp/ir/library/en/en4.html
[Tokyo Stock Exchange (TSE) website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Please access the TSE website above and enter and search for "Gunma Bank" in the issue name (company name) field or the Bank's securities code "8334" in the code field. Then, select "Basic information", "Documents for public inspection/PR information," and check "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection.")
If you are not attending the meeting, you can exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders posted as the matters subject to electronic provision measures and exercise your voting rights by 5:00 p.m. on Monday, June 26, 2023 Japan time.
1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. Japan time
2. Place: | 3F, Main Conference Room, Head Office of the Bank, |
194 Motosojamachi, Maebashi, Gunma, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report and the Non-consolidated Financial Statements for the
Bank's 138th Fiscal Year (from April 1, 2022 to March 31, 2023)
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2. The Consolidated Financial Statements for the Bank's 138th Fiscal Year (from April 1, 2022 to March 31, 2023) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
4. Exercise of Voting Rights, etc.:
-
If a shareholder exercises the voting right both via the Internet and in writing on the Voting Rights Exercise Form, the vote via the Internet shall be deemed to be the intention of a shareholder.
In addition, if a shareholder exercises voting rights more than once via the Internet, the last vote shall be deemed to be the intention of the shareholder.
If you return the Voting Rights Exercise Form without indicating approval or disapproval, it shall be deemed a vote of approval for the proposal. - In accordance with applicable laws and regulations as well as Article 16 of the Articles of Incorporation of the Bank, among the documents needed to be provided at the time of this notice of convocation, the items below are not described in the documents to be delivered to shareholders who have requested document delivery.
- "Matters regarding stock acquisition rights of the Bank" in the Business Report
- Non-ConsolidatedStatements of Changes in Equity and Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements
- Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements in the Consolidated Financial Statements
The Business Report audited by the Audit & Supervisory Board Members as well as Financial Statements and Consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor are the documents included in this notice of convocation, in addition to the items in 1), 2), and 3) above.
- Should the matters subject to electronic provision measures require revisions, the revised version will be posted on each website stated in this notice of convocation, along with the original version.
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Reference Documents for the General Meeting of Shareholders
Proposals and Matters for References
Proposal No. 1: Appropriation of Surplus
In regard to the appropriation of surplus for this fiscal year, the Bank has considered its profitability conditions and internal reserves. The rate of return to shareholders in respect of the fiscal year, which is the total annual dividends plus acquisition of treasury stock, is approximately 50% of the profit attributable to owners of the parent company.
The Bank hereby proposes the appropriation of surplus as follows.
1. Matters concerning year-end dividends
- Type of dividend property Cash
- Matters concerning the allotment of dividends to shareholders and an aggregate amount thereof
10.00 yen per share of common stock of the Bank, with a total of 4,065,437,560 yen
(Since 8.00 yen per share was paid as an interim dividend, annual dividends will be 18.00 yen per share.)
- Effective date of distribution of dividend June 28, 2023
2. Other matters concerning the appropriation of surplus
- Item and amount of surplus to be increased
General reserve | 15,000,000,000 yen |
- Item and amount of surplus to be decreased
Retained earnings brought forward 15,000,000,000 yen
(Reference) Shareholder return policy
As a regional financial institution, the Bank strives to increase our equity capital and expand shareholder returns by balancing profitability, investment for growth, and other considerations. Specifically, the rate of return to shareholders by way of the total of stable dividends and acquisition of treasury stock will have a target of 40% of profit attributable to owners of the parent company.
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Proposal No. 2: Election of Nine (9) Directors
The term of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Bank hereby proposes the election of nine (9) Directors.
The candidates are as follows:
Candidates for Director
Attendance | ||||||||||||
No. | Name | Current position at the | Gender | at Board of | ||||||||
Bank | Directors | |||||||||||
meetings | ||||||||||||
1 | Nobuyuki Horie | Director and Chairman | Male | 12/12 | ||||||||
Reelection | ||||||||||||
(100%) | ||||||||||||
2 | Akihiko Fukai | Director and President | Male | 12/12 | ||||||||
Reelection | ||||||||||||
(100%) | ||||||||||||
3 | Hiroyuki Irisawa | Senior | Managing | Male | 12/12 | |||||||
Reelection | ||||||||||||
Director | (100%) | |||||||||||
4 | Akihiro Goto | Managing Director | Male | 10/10 | ||||||||
Reelection | ||||||||||||
(100%) | ||||||||||||
5 | Tsutomu Takei | Managing Director | Male | 10/10 | ||||||||
Reelection | ||||||||||||
(100%) | ||||||||||||
6 | Takeo Uchibori | Managing Director | Male | 10/10 | ||||||||
Reelection | ||||||||||||
(100%) | ||||||||||||
Candidate | for | |||||||||||
7 | Jun Kondo | Outside Director | Outside Director | Male | 11/12 | |||||||
Reelection | ||||||||||||
Independent | (91%) | |||||||||||
Officer | ||||||||||||
Candidate | for | |||||||||||
8 | Kuniko Nishikawa | Outside Director | Outside Director | Female | 12/12 | |||||||
Reelection | ||||||||||||
Independent | (100%) | |||||||||||
Officer | ||||||||||||
Candidate | for | |||||||||||
9 | Kazuhito Osugi | Outside Director | Outside Director | Male | 12/12 | |||||||
Reelection | ||||||||||||
Independent | (100%) | |||||||||||
Officer |
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No. | Name | Career, positions and responsibilities at the Bank, | Number | of | |||
shares of | the | ||||||
(Date of birth) | and significant concurrent positions | ||||||
Bank held | |||||||
April 1978 | Joined the Bank | ||||||
February 2000 | General Manager, Fukayakamishiba Branch | ||||||
March 2002 | Deputy General Manager, Personnel Department | ||||||
June 2004 | Senior Deputy General Manager, Personnel Department | ||||||
June 2005 | General Manager, Kumagaya Branch | ||||||
June 2007 | General Manager, Corporate Banking Department | ||||||
June 2009 | Executive Officer and General Manager, Utsunomiya | ||||||
Branch | |||||||
June 2011 | Executive Officer and General Manager, Personnel | ||||||
Department | |||||||
June 2012 | Director, Executive Officer and General Manager, | ||||||
Personnel Department | |||||||
Nobuyuki Horie | June 2013 | Director and General Manager, Personnel Department | |||||
June 2014 | Managing Director and General Manager, Compliance | ||||||
(January 10, 1956) | |||||||
Department | |||||||
Reelection | |||||||
June 2015 | Managing Director and in charge of Risk Management | 230,756 shares | |||||
Attendance at | Board | Department, Compliance Department and General Affairs | |||||
Department | |||||||
of Directors meetings | |||||||
June 2016 | Managing Director and in charge of Personnel Department | ||||||
1 | 12/12 | ||||||
and Risk Management Department | |||||||
June 2017 | Senior Managing Director and in charge of Business | ||||||
Planning & Administration Department, Personal Loan | |||||||
Department and Customer Consulting Department | |||||||
October 2017 | Senior Managing Director and in charge of Business | ||||||
Planning & Administration Department, Personal Loan | |||||||
Department, Customer Consulting Department and Asset | |||||||
Management Support Department | |||||||
June 2019 | Director and Executive Vice President and in charge of | ||||||
Personnel Department, Risk Management Department and | |||||||
Secretariat | |||||||
June 2022 | Chairman and in charge of general operations and | ||||||
Inspection & Audit Department (current position) | |||||||
[Reasons for nomination as a candidate for Director] | |||||||
Mr. Nobuyuki Horie has extensive business experience through involvement not only in the personnel division, | |||||||
but also in the sales division and compliance division, etc., and is well-versed in the operations of the Bank. | |||||||
Additionally, he has served as Director since June 2012 and Chairman since June 2022, and has appropriately | |||||||
fulfilled these duties and responsibilities. To utilize this experience and knowledge as Director, the Bank has judged | |||||||
that he is a person that can continue to contribute to the management of the Bank, and has nominated him as a | |||||||
candidate for Director. |
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Disclaimer
Gunma Bank Ltd. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2023 07:42:08 UTC.