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 Japanese 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) May 30, 2024 (Commencement date of electronic provision measures: May 22, 2024)
To Shareholders:
Akihiko Fukai
President and Representative
Director
The Gunma Bank, Ltd.
194 Motosojamachi, Maebashi,
Gunma, Japan
NOTICE OF
THE 139TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 139th 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 Wednesday, June 19, 2024, Japan time.
1. Date and Time: Thursday, June 20, 2024 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 139th Fiscal Year (from April 1, 2023 to March 31, 2024)
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2. The Consolidated Financial Statements for the Bank's 139th Fiscal Year (from April 1, 2023, to March 31, 2024) 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 Ten (10) Directors
Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members
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 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 Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the above items.
- 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 53% 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 12.00 yen per share of common stock of the Bank, with a total of 4,709,864,088 yen
(Since 10.00 yen per share was paid as an interim dividend, annual dividends will be 22.00 yen per share.)
- Effective date of distribution of dividend June 21, 2024
2. Other matters concerning the appropriation of surplus
- Item and amount of surplus to be increased
General reserve | 15,000,000,000 yen |
(2) Item and amount of surplus to be decreased | |
Retained earnings brought forward | 15,000,000,000 yen |
(Reference 1) 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.
(Reference 2) Dividend per 1 ordinary share
Year-end dividend
Interim dividend
JPY13.0 | JPY13.0 | JPY14.0 | JPY18.0 | JPY22.0 JPY28.0 (Forecast) | |
JPY7.0 JPY7.0 | JPY7.0 | JPY10.0 | JPY12.0 | JPY14.0 (Forecast) | |
JPY6.0 JPY6.0 | JPY7.0 | JPY8.0 | JPY10.0 | JPY14.0 (Forecast) | |
F2019 | F2020 | F2021 | F2022 | F2023 | F2024 (Forecast) |
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Proposal No. 2: Election of Ten (10) Directors
The terms 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 ten (10) Directors, adding one (1) Outside Director to strengthen corporate governance further.
The candidates are as follows:
Candidates for Director
Current position at the | Attendance at | ||||||||||||||
No. | Name | Gender | Board of | ||||||||||||
Bank | Directors | ||||||||||||||
meetings | |||||||||||||||
Akihiko Fukai | Director and President | Male | |||||||||||||
1 | Reelection | 12/12 (100%) | |||||||||||||
Hiroyuki Irisawa | Senior Managing | Male | |||||||||||||
2 | Reelection | 12/12 (100%) | |||||||||||||
Director | |||||||||||||||
Akihiro Goto | Managing Director | Male | |||||||||||||
3 | Reelection | 12/12 (100%) | |||||||||||||
Tsutomu Takei | Managing Director | Male | |||||||||||||
4 | Reelection | 12/12 (100%) | |||||||||||||
Takeo Uchibori | Managing Director | Male | |||||||||||||
5 | Reelection | 12/12 (100%) | |||||||||||||
Akihiko Horie | Senior Managing | ||||||||||||||
6 | New | Male | - | ||||||||||||
Executive Officer | |||||||||||||||
candidate | |||||||||||||||
Candidate for | |||||||||||||||
Jun Kondo | Outside Director | Outside Director | Male | ||||||||||||
7 | Reelection | 12/12 (100%) | |||||||||||||
Independent | |||||||||||||||
Officer | |||||||||||||||
Candidate for | |||||||||||||||
Kuniko Nishikawa | Outside Director | Outside Director | Female | 11/12 | |||||||||||
8 | Reelection | ||||||||||||||
Independent | (91%) | ||||||||||||||
Officer | |||||||||||||||
Candidate for | |||||||||||||||
Kazuhito Osugi | Outside Director | Outside Director | Male | ||||||||||||
9 | Reelection | 12/12 (100%) | |||||||||||||
Independent | |||||||||||||||
Officer | |||||||||||||||
Candidate for | |||||||||||||||
10 | New | Takuji Kanai | Outside Director | - | Male | - | |||||||||
candidate | Independent | ||||||||||||||
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 1984 | Joined the Bank | |||||
June 2003 | General Manager, Osaka Branch | |||||
June 2005 | General Manager, Kiryu Branch | |||||
June 2007 | General Manager, Ota Branch | |||||
June 2009 | General Manager, Risk Management Department | |||||
June 2011 | General Manager, Corporate Planning Department | |||||
June 2013 | Director and General Manager, Corporate Planning | |||||
Department | ||||||
June 2014 | Managing Director and General Manager, Business | |||||
Akihiko Fukai | Planning & Administration Department | |||||
June 2015 | Managing Director and in charge of Corporate Planning | |||||
(November 3, 1960) | Department, Systems Development Department and Tokyo | |||||
Reelection | Liaison Office | 281,685 shares | ||||
Attendance at | Board | June 2016 | Managing Director and in charge of Corporate Planning | |||
Department, Systems Development Department, Tokyo | ||||||
of Directors meetings | Liaison Office and Secretariat | |||||
1 | 12/12 | June 2017 | Senior Managing Director and in charge of Corporate | |||
Planning Department, Systems Development Department, | ||||||
Tokyo Liaison Office and Secretariat | ||||||
October 2017 | Senior Managing Director and in charge of Corporate | |||||
Planning Department, Systems Development Department | ||||||
and Secretariat | ||||||
June 2018 | Senior Managing Director and in charge of Corporate | |||||
Planning Department, Personnel Department and | ||||||
Secretariat | ||||||
June 2019 | President and Representative Director and in charge of | |||||
general operations (current position) | ||||||
[Reasons for nomination as a candidate for Director] | ||||||
Mr. Akihiko Fukai has extensive business experience through involvement not only in the corporate planning | ||||||
division and systems development division, but also in the sales division, risk management division and personnel | ||||||
and secretariat division, etc., and is well-versed in the operations of the Bank. Additionally, he has served as Director | ||||||
since June 2013 and President and Representative Director since June 2019, and has been appropriately fulfilling | ||||||
these duties and responsibilities. The Bank has judged that his experience and knowledge can contribute to the | ||||||
management of the Bank as Director and has nominated him as a candidate for Director. | ||||||
5
No. | Name | Career, positions, and responsibilities at the Bank, | Number of | ||||
shares of the | |||||||
(Date of birth) | and significant concurrent positions | ||||||
Bank held | |||||||
April 1984 | Joined the Bank | ||||||
October 2003 | Administration Deputy Manager, Takasaki Branch | ||||||
June 2005 | Chairman, Opening Preparation Committee, Tokorozawa | ||||||
Corporate Sales Office (Sub-branch) | |||||||
October 2006 | General Manager, Tokorozawa Branch | ||||||
December 2006 | Deputy General Manager, Credit Department | ||||||
June 2009 | General Manager, Credit Operations Office, Credit | ||||||
Department | |||||||
June 2011 | General Manager, Kumagaya Branch | ||||||
Hiroyuki Irisawa | June 2014 | General Manager, General Affairs Department | |||||
June 2016 | Executive Officer and General Manager, | Corporate | |||||
(June 26, 1960) | |||||||
Planning Department | |||||||
Reelection | |||||||
June 2018 | Managing Executive Officer and General | Manager, | 114,090 shares | ||||
Corporate Planning Department | |||||||
Attendance at Board | |||||||
June 2019 | Managing Director and in charge of Corporate Planning | ||||||
of Directors meetings | |||||||
2 | 12/12 | Department, General Affairs Department and Systems | |||||
Development Department | |||||||
June 2020 | Managing Director and in charge of Corporate Planning | ||||||
Department, General Affairs Department, Systems | |||||||
Development Department and | |||||||
June 2022 | Financial Markets & International Department | ||||||
Senior Managing Director and in charge of Business | |||||||
Planning & Administration Department, Customer | |||||||
Consulting Department, Personal Consulting Department | |||||||
and Specialized Finance | Department | ||||||
April 2024 | Senior Managing Director and in charge of Customer | ||||||
Consulting Department, Group Business Strategy | |||||||
Department, Specialized | Finance Department and |
Personal Loan Administration Department
(current position)
[Reason for nomination as a candidate for Director]
Mr. Hiroyuki Irisawa has extensive business experience through involvement not only in the corporate planning division, but also in the credit division, general affairs division, sales division, etc., and is well-versed in the operations of the Bank. Additionally, he has served as Director since June 2019, and has been appropriately fulfilling these duties and responsibilities. The Bank has judged that his experience and knowledge can contribute to the management of the Bank as Director and has nominated him as a candidate for Director.
6
No. | Name | Career, positions and responsibilities at the Bank, | Number of | ||
shares of the | |||||
(Date of birth) | and significant concurrent positions | ||||
Bank held | |||||
April 1986 | Joined the Bank | ||||
October 2005 | General Manager, Kasakake Branch | ||||
August 2008 | Deputy General Manager, Personnel Department | ||||
October 2010 | Senior Deputy General Manager, Personnel Department | ||||
Akihiro Goto | June 2012 | Senior Deputy General Manager, Corporate Planning | |||
Department | |||||
(July 20, 1962) | June 2014 | General Manager, Isesaki Branch | |||
Reelection | June 2016 | General Manager, Inspection & Audit Department | |||
June 2017 | Executive Officer and General Manager, Inspection & | 77,856 shares | |||
Attendance at Board | Audit Department | ||||
of Directors meetings | June 2018 | Executive Officer and General Manager, Personnel | |||
3 | 12/12 | Department | |||
June 2019 | Managing Executive Officer and General Manager, | ||||
Personnel Department | |||||
June 2022 | Managing Director and in charge of Personnel Department, | ||||
Risk Management Department and Secretariat (current | |||||
position) | |||||
[Reason for nomination | as a candidate for Director] | ||||
Mr. Akihiro Goto has extensive business experience through involvement not only in the personnel division, but | |||||
also in the inspection & audit division, corporate planning division, risk management division, etc., and is well- | |||||
versed in the operations of the Bank. Additionally, he has served as Director since June 2022, and has been | |||||
appropriately fulfilling these duties and responsibilities. The Bank has judged that his experience and knowledge can | |||||
contribute to the management of the Bank as Director and has nominated him as a candidate for Director. | |||||
7
No. | Name | Career, positions and responsibilities at the Bank, | Number of | ||
shares of the | |||||
(Date of birth) | and significant concurrent positions | ||||
Bank held | |||||
April 1986 | Joined the Bank | ||||
April 2008 | General Manager, Kawagoe Branch | ||||
April 2010 | General Manager, Human Resources Development Office, | ||||
Personnel Department | |||||
June 2012 | Senior Deputy General Manager, Personnel Department | ||||
July 2013 | General Manager, Secretariat | ||||
Tsutomu Takei | June 2015 | General Manager, Shibukawa Branch | |||
(December 6, 1963) | June 2017 | Executive Officer and General Manager, Utsunomiya | |||
Reelection | Branch | 126,622 shares | |||
Attendance at Board | June 2019 | Managing Executive Officer and General Manager, | |||
Business Planning & Administration Department | |||||
of Directors meetings | September 2019 Managing Executive Officer and General Manager, Head | ||||
4 | 12/12 | Office Sales Department | |||
June 2021 | Managing Executive Officer and Area General Manager | ||||
(Maebashi, Isesaki and Hokumou) | |||||
June 2022 | Managing Director and in charge of Credit Department, | ||||
Operations Administration Department, Operations | |||||
Department and General Affairs Department (current | |||||
position) | |||||
[Reason for nomination | as a candidate for Director] | ||||
Mr. Tsutomu Takei has extensive business experience through involvement not only in the personnel and secretariat | |||||
division, but also in the credit division, operations division, etc., as well as managing the Maebashi, Isesaki and Hokumou | |||||
areas as an Area General Manager, and is well- versed in the operations of the Bank. Additionally, he has served | |||||
as Director since June 2022, and has been appropriately fulfilling these duties and responsibilities. The Bank has | |||||
judged that his experience and knowledge can contribute to the management of the Bank as Director and has nominated him as | |||||
a candidate for Director. |
8
No. | Name | Career, positions, and responsibilities at the Bank, | Number of | ||
shares of the | |||||
(Date of birth) | and significant concurrent positions | ||||
Bank held | |||||
April 1987 | Joined the Bank | ||||
August 2009 | Deputy General Manager, Corporate Planning Department | ||||
June 2011 | General Manager, Takasaki Higashi Branch | ||||
July 2013 | General Manager, Sales Strategy Office, Business Planning | ||||
& Administration Department | |||||
June 2014 | Senior Deputy General Manager, Corporate Planning | ||||
Takeo Uchibori | Department | ||||
June 2016 | General Manager, Ota Branch | ||||
(September 29, 1963) | |||||
June 2018 | Executive Officer and General Manager, Credit Department | ||||
Reelection | |||||
June 2019 | Managing Executive Officer and General Manager, | 67,200 shares | |||
Corporate Planning Department | |||||
Attendance at Board | |||||
December 2020 | Managing Executive Officer and General Manager, | ||||
of Directors meetings | |||||
12/12 | Corporate Planning Department | ||||
Representative Director, Gunma Regional Advanced | |||||
5 | Solution Partners, Inc. | ||||
April 2021 | Managing Executive Officer and General Manager, | ||||
Corporate Planning Department | |||||
June 2022 | Managing Director and in charge of Corporate Planning | ||||
Department, Systems Development Department and |
Financial Markets & International Department
April 2024 Managing Director, Commissioning General Manager,
Digital Innovation Department and in charge of
Corporate Planning Department, Financial Markets &
International Department, Systems Development
Department and Digital Innovation Department (current
[Reason for nomination as a candidate for Director]
Mr. Takeo Uchibori has extensive business experience through involvement not only in the corporate planning division, but also in the credit division, sales division, systems development division, treasury & securities division, etc., and is well-versed in the operations of the Bank. Additionally, he has served as Director since June 2022, and has been appropriately fulfilling these duties and responsibilities. The Bank has judged that his experience and knowledge can contribute to the management of the Bank as Director and has nominated him as a candidate for Director.
9
No. | Name | Career, positions, and responsibilities at the Bank, | Number of | ||||
shares of the | |||||||
(Date of birth) | and significant concurrent positions | ||||||
Bank held | |||||||
April 1985 | Joined the Bank | ||||||
June 2005 | General Manager, Nakaizumi Branch | ||||||
June 2007 | General Manager, Shinjuku Yotsuya Branch | ||||||
June 2010 | Senior Deputy General Manager, Ota Branch | ||||||
October 2011 | General Manager, Maebashi Branch | ||||||
July 2013 | General Manager, Omiya Branch | ||||||
Akihiko Horie | June 2016 | Executive Officer and General Manager, Customer | |||||
Consulting Department | |||||||
(October 11, 1962) | |||||||
June 2018 | Managing Executive Officer and | General Manager, | 75,616 shares | ||||
New candidate | |||||||
Ota Branch | |||||||
June 2020 | |||||||
Managing Executive Officer and General Manager, | |||||||
6 | June 2021 | Business Planning & Administration Department | |||||
Managing Executive | Officer and | Area General | |||||
Manager (Ota, Kiryu, Tatebayashi and Tochigi) | |||||||
June 2023 | Senior Managing Executive Officer and General | ||||||
Manager, Business Planning & Administration | |||||||
Department | |||||||
April 2024 | Senior Managing Executive Officer and General Manager, | ||||||
Customer Consulting | Department (current position) | ||||||
[Reason for nomination | as a candidate for Director] | ||||||
Mr. Akihiko Horie has extensive business experience through involvement not only in the sales division, but also | |||||||
managing the Ota, Kiryu, Tatebayashi and Tochigi areas as an Area General Manager, and is well-versed in the | |||||||
operations of the Bank. The Bank has judged that his experience and knowledge can contribute to the management | |||||||
of the Bank as Director and has nominated him as a candidate for Director. | |||||||
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Gunma Bank Ltd. published this content on 22 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2024 00:14:09 UTC.