Gunma Bank : NOTICE OF CONVOCATION OF THE 138TH ANNUAL GENERAL MEETING OF SHAREHOLDERS（279KB）

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.:

1. 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.
2. 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.
3. 1. "Matters regarding stock acquisition rights of the Bank" in the Business Report
   2. Non-ConsolidatedStatements of Changes in Equity and Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements
   3. 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.

1. 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

1. Type of dividend property Cash
2. 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.)

1. Effective date of distribution of dividend June 28, 2023

2. Other matters concerning the appropriation of surplus

1. Item and amount of surplus to be increased

General reserve

15,000,000,000 yen

1. 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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