These documents are translations of parts 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 assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 8341)
June 4, 2024
(Electronic Provision Measures Commencement Date: May 29, 2024)
To Stockholders with Voting Rights:
Hidefumi Kobayashi
President
The 77 Bank, Ltd.
3-20, Chuo 3-chome,Aoba-ku,
Sendai City, Miyagi Prefecture,
Japan
NOTICE OF CONVOCATION OF
THE 140TH ANNUAL GENERAL MEETING OF STOCKHOLDERS
You are hereby notified that the 140th Annual General Meeting of Stockholders of The 77 Bank, Ltd. (the "Bank") will be held for the purposes as described below.
Measures for electronic provision are taken for information that is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (Electronic Provision Measures Matters) in convening this General Meeting of Stockholders, and the Electronic Provision Measures Matters are posted as "Notice of Convocation of the 140th Annual General Meeting of Stockholders" on the websites below.
[The Bank's website] https://www.77bank.co.jp/english/stockholders.htm
- Please select "Notice of Convocation of the 140th Annual General Meeting of Stockholders"
[The Tokyo Stock Exchange's website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
- Please access the above website (Listed Company Search) and enter "The 77 Bank, Ltd." or the Bank's securities code "8341", then select "Basic information" and "Documents for public inspection/PR information" to review the information.
In lieu of attending the meeting, you can exercise your voting rights via the Internet, etc., or in writing via mail. If you exercise your voting rights in advance, please review the Reference Documents for the General Meeting of Stockholders described hereinafter and exercise your voting rights according to the Process of Meeting of Stockholders and Exercise of Voting Rights (Page 3) by 5:00 p.m. on Wednesday, June 26, 2024, Japan standard time.
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan standard time he Bank
2. Place: | 4F, Conference Room, Head Office, the Bank, 3-20, Chuo 3-chome,Aoba-ku, Sendai |
City, Miyagi Prefecture, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements for the Bank's 140th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Results of audits of the Consolidated Financial Statements for the Bank's 140th Fiscal Year (from April 1, 2023 to March 31, 2024) by the Accounting Auditor and the Audit & Supervisory Committee
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Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)
Proposal No. 3: Election of One (1) Director Serving as Audit & Supervisory Committee Member
4. Matters Determined for Convocation Notice of inconsistent voting
If you wish to make inconsistent voting, please notify the Bank in writing of your intention of making inconsistent voting of votes and the reasons thereof at least three (3) days prior to the Annual General Meeting of Stockholders.
If no indication of your vote for or against the proposals on the Voting Rights Exercise Form in writing, it will be treated as you have indicated your vote for the proposal.
- In the case where revisions are made to the Electronic Provision Measures Matters, the revised contents will be posted on each website of the Bank and the Tokyo Stock Exchange.
End
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Process of Meeting of Stockholders and Exercise of Voting Rights
Before the Meeting of Stockholders
from the arrival of notice of convocation to Wednesday, June 26, 2024
Confirmation of Materials
for the Meeting of
Stockholders
Exercise of Voting Rights
in Advance
Please refer to the "Notice of Convocation of the 140th Annual General Meeting of Stockholders" and other materials on the Bank's website. https://www.77bank.co.jp/english/stockholders.htm
Please exercise your voting rights either via the Internet, etc. or via mail.
Deadline:
Wednesday, June 26, 2024 at 5:00 p.m. Japan standard time
Exercise of voting rights via the Internet, etc.
Please access the website for exercising voting rights designated by the Bank using the "voting rights exercise code" and the "password" indicated on the enclosed Voting Rights Exercise Form, and follow the on-screen guidance to enter whether you are for or against each of the proposals.
Exercise of voting rights via mail
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by the deadline.
If you vote both in writing on the Voting Rights Exercise Form and via the Bank's designated voting website on the Internet, etc., only your vote exercised via the Internet, etc. will be deemed valid. In addition, if you submit your vote multiple times via the Internet, etc., only the most recent vote will be deemed valid.
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On the day
of the Meeting of Stockholders
Stockholders
who are Attending the Meeting
- Please submit the enclosed Voting Rights Exercise Form at the reception desk.
- Sign language interpreters and wheelchairs are available at the reception desk.
Date and | Thursday, June 27, 2024 at 10:00 a.m. |
Time | Japan standard time |
4F, Conference Room, Head Office, | |
Place | the Bank, 3-20, Chuo 3-chome, |
Aoba-ku, Sendai City, Miyagi | |
Prefecture, Japan |
After the Close
of the Meeting of Stockholders
Confirmation of the "Notice of Resolutions" and "Results of Exercise of Voting Rights" on the Bank's Website and Other Websites
[The Bank's website] https://www.77bank.co.jp/english/top.htm
*Other information to stockholders are also available.
- Please note that we will not be offering any gifts for those who attend this meeting.
(Reference) Response to Electronic Provision Measures for the Materials of the Meeting of Stockholders
- The following items are not included in the paper-based documents delivered to stockholders who have requested them in accordance with laws and ordinances and the Bank's Articles of Incorporation. For this reason, the documents that are delivered include parts of the Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements that were audited by the Accounting Auditor and Audit & Supervisory Committee when preparing the Audit Report.
- The "System to ensure the properness of operations" and "Operational status of system to ensure the properness of operations" in the Business Report.
- The "Non-consolidated Statement of Changes in Equity" and the "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements.
- The "Consolidated Statement of Changes in Equity" and the "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements.
- For stockholders who have not requested the delivery of paper-based documents, we have sent the Reference Documents for the General Meeting of Stockholders and part of the Business Report in a booklet form.
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Reference Documents for the General Meeting of Stockholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
With respect to the appropriation of surplus, based on the Bank's stockholder return policy, and after comprehensive consideration of our business performance and other factors, it is proposed that the surplus be appropriated as follows:
- Matters concerning year-end dividends
- Type of dividend property Cash
-
Matters concerning the allotment of dividend property and the total amount
67.50 yen per share of common stock, an increase of 17.50 yen from the previous fiscal year-end, for a total of 5,042,536,943 yen.
Dividends to be paid for the full year amount to 122.50 yen per share including the interim dividend paid. - Effective date of distribution of surplus June 28, 2024
- Other matters concerning the appropriation of surplus
- Item and the amount of surplus to be increased
General reserve | 17,000,000,000 yen |
(2) Item and amount of surplus to be decreased | |
Retained earnings brought forward | 17,000,000,000 yen |
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Proposal No. 2: Election of Eleven (11) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)
The terms of office of all the eleven (11) Directors (excluding Directors serving as Audit & Supervisory Committee Members; hereinafter the same applies in this Proposal) will expire at the conclusion of this Annual General Meeting of Stockholders.
Accordingly, the election of Eleven (11) Directors is proposed.
Having the Audit & Supervisory Committee to examine this proposal in advance, as the nomination of candidates was done appropriately after the deliberation by the Corporate Governance Committee in accordance with the policy and procedures on nomination of candidates specified in the basic policy on corporate governance, each candidate is suitable for the position of the Bank's Director. Therefore, with respect to the details of this proposal, there were no specific matters to be commented on at the General Meeting of Stockholders in accordance with the provisions of the Companies Act.
The candidates for Directors are as follows.
No. | Name | Candidate attributes | Current positions at the Bank | ||
1 | Teruhiko Ujiie | Reappointment | Male | Representative Director and Chairman | |
2 | Hidefumi Kobayashi | Reappointment | Male | Representative Director and President | |
3 | Hiroshi Kobayashi | Reappointment | Male | Managing Director | |
4 | Shuichi Ibuka | Reappointment | Male | Managing Director | |
5 | Takashi Kuroda | Reappointment | Male | Managing Director | |
6 | Yoshiyuki Odajima | New candidate | Male | Executive Officer and General | |
Manager, Business Promotion Div. | |||||
7 | Kazuhiro Aoki | New candidate | Male | Executive Officer and General | |
Manager, Treasury Div. | |||||
8 | Emiko Okuyama | Reappointment | Female | Outside Director | Director (Outside Director) |
Independent Director | |||||
9 | Seiichi Ohtaki | Reappointment | Male | Outside Director | Director (Outside Director) |
Independent Director | |||||
10 | Shigenori Oyama | Reappointment | Male | Outside Director | Director (Outside Director) |
Independent Director | |||||
11 | Kazuo Fukuda | Reappointment | Male | Outside Director | Director (Outside Director) |
Independent Director | |||||
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No. | Name | Past experience, positions, and responsibilities | ||
(Date of birth) | (Significant concurrent positions), Number of shares of the Bank held | |||
Apr. | 1969 | Joined The Industrial Bank of Japan, Limited | ||
Aug. | 1992 | Associate Director-General, Related Business Department, The Industrial | ||
Bank of Japan, Limited | ||||
Jun. | 1993 | Director and General Manager, Business Development Div., the Bank | ||
Jun. | 1995 | Director and General Manager, Business Promotion Div., the Bank | ||
Jun. | 1997 | Director and General Manager, Head Office Business Div., the Bank | ||
Reappointment | Jun. | 1998 | Managing Director and General Manager, Head Office Business Div., the Bank | |
Jun. | 1999 | Managing Director and General Manager, Investigation Div., the Bank | ||
Male | Mar. | 2000 | Managing Director, the Bank | |
Jun. | 2002 | Senior Managing Director, the Bank | ||
Teruhiko Ujiie | ||||
Jun. | 2005 | Representative Director and Deputy President, the Bank | ||
1 | (Aug. 29, 1946) | |||
Jun. | 2010 | Representative Director and President, the Bank | ||
Jun. | 2018 | Representative Director and Chairman, the Bank | ||
(current position) | ||||
(Significant concurrent positions) | ||||
Outside Audit & Supervisory Board Member, TOHOKU STEEL CO., LTD. | ||||
(Number of shares of the Bank held) | ||||
178,484 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
Based on his long experience in financial operations and successful track record of exercising leadership in | ||||
management of the Bank as a Director since June 1993 and as a Representative Director since June 2005, the Bank | ||||
believes that Mr. Teruhiko Ujiie has knowledge and experience that enable him to precisely, fairly and efficiently | ||||
perform management oversight and has sufficient social credibility, and thus selected him as a candidate for Director. | ||||
Apr. | 1981 | Joined the Bank | ||
Jun. | 2006 | General Manager, Treasury Div., the Bank | ||
Jun. | 2008 | General Manager, General Planning & Coordination Div., the Bank | ||
Jun. | 2010 | Director and General Manager, General Planning & Coordination Div., the Bank | ||
Jun. | 2013 | Director and General Manager, Head Office Business Div., the Bank | ||
Jun. | 2014 | Managing Director and General Manager, Head Office Business Div., the Bank | ||
Reappointment | Jun. | 2015 | Managing Director, the Bank | |
Male | May | 2016 | Managing Director and General Manager, Ishinomaki Branch and Minato | |
Branch, the Bank | ||||
Hidefumi Kobayashi | Jun. | 2016 | Managing Director, the Bank | |
2 | (Sep. 22, 1957) | Jun. | 2017 | Representative Director and Deputy President, the Bank |
Jun. | 2018 | Representative Director and President, the Bank | ||
(current position) | ||||
(Responsibilities) | ||||
Audit & Inspection Div. | ||||
(Number of shares of the Bank held) | ||||
12,800 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
Based on his long experience in financial operations and successful track record of exercising leadership in | ||||
management of the Bank as a Director since June 2010 and as a Representative Director since June 2017, the Bank | ||||
believes that Mr. Hidefumi Kobayashi has knowledge and experience that enable him to precisely, fairly and efficiently | ||||
perform management oversight and has sufficient social credibility, and thus selected him as a candidate for Director. |
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No. | Name | Past experience, positions, and responsibilities | ||
(Date of birth) | (Significant concurrent positions), Number of shares of the Bank held | |||
Apr. | 1991 | Joined the Bank | ||
Jun. | 2012 | General Manager, Kitahama Branch, the Bank | ||
Sep. | 2014 | General Manager, Morioka Branch, the Bank | ||
Jun. | 2017 | General Manager, Kencho Branch, the Bank | ||
Reappointment | Jun. | 2018 | General Manager, Regional Development Promotion Div., the Bank | |
Jun. | 2019 | General Manager, General Planning & Coordination Div., the Bank | ||
Male | Jun. | 2021 | Executive Officer and General Manager, General Planning & Coordination | |
Hiroshi Kobayashi | Div., the Bank | |||
Jun. | 2023 | Managing Director, the Bank | ||
(May 27, 1968) | ||||
3 | (current position) | |||
(Responsibilities) | ||||
Compliance Management Div., Treasury Administration & International Div., Personnel Div. | ||||
(Number of shares of the Bank held) | ||||
2,600 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
After serving as General Manager of the Bank's branches and General Manager of the General Planning & | ||||
Coordination Div., Mr. Hiroshi Kobayashi was appointed Executive Officer in June 2021 and Managing Director in | ||||
June 2023. Ever since, he has been especially responsible for the Compliance Management Div. and has been | ||||
performing management oversight precisely, fairly and efficiently. The Bank believes that he also has sufficient social | ||||
credibility and thus selected him as a candidate for Director. | ||||
Apr. | 1989 | Joined the Bank | ||
Sep. | 2013 | General Manager, Sendai Haranomachi Branch, the Bank | ||
Jun. | 2016 | General Manager, Treasury Administration & International Div., the Bank | ||
Jun. | 2019 | Executive Officer and General Manager, Ishinomaki Branch and Minato Branch, the Bank | ||
Feb. | 2020 | Executive Officer and General Manager, Ishinomaki Branch, the Bank | ||
Reappointment | Jan. | 2021 | Executive Officer and General Manager, Ishinomaki Branch and Kokucho Branch, the Bank | |
Jun. | 2021 | Senior Executive Officer and General Manager, Ishinomaki Branch | ||
Male | and Kokucho Branch, the Bank | |||
Jun. | 2022 | Senior Executive Officer and General Manager, Head Office Business Div., | ||
Shuichi Ibuka | ||||
Basho no Tsuji Branch, and Minamimachi-dori Branch, the Bank | ||||
(Jan. 8, 1967) | ||||
4 | Jun. | 2023 | Managing Director, the Bank | |
(current position) | ||||
(Responsibilities) | ||||
Business Promotion Div., Consulting Promotion Div., Direct Channel Promotion Div. | ||||
(Number of shares of the Bank held) | ||||
2,700 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
After serving as General Manager of the Bank's branches and General Manager of Treasury Administration & | ||||
International Div., Mr. Shuichi Ibuka was appointed Executive Officer in June 2019, Senior Executive Officer in June | ||||
2021, and Managing Director in June 2023. Ever since, he has been especially responsible for the Business Promotion | ||||
Div. and has been performing management oversight precisely, fairly and efficiently. The Bank believes that he also has | ||||
sufficient social credibility and thus selected him as a candidate for Director. |
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No. | Name | Past experience, positions, and responsibilities | ||
(Date of birth) | (Significant concurrent positions), Number of shares of the Bank held | |||
Apr. | 1990 | Joined the Bank | ||
Jun. | 2014 | General Manager, Higashi Oroshimachi Branch, the Bank | ||
Jun. | 2016 | General Manager, Izumi Branch, the Bank | ||
Jun. | 2018 | General Manager, Furukawa Branch, the Bank | ||
Reappointment | Jun. | 2019 | General Manager, Consulting Promotion Div., the Bank | |
Jun. | 2020 | Executive Officer and General Manager, Consulting Promotion Div., the Bank | ||
Male | Jun. | 2021 | Executive Officer and General Manager, Personnel Div., the Bank | |
Takashi Kuroda | Jun. | 2022 | Senior Executive Officer and General Manager, Personnel Div., the Bank | |
Jun. | 2023 | Managing Director, the Bank | ||
(Dec. 9, 1966) | ||||
5 | (current position) | |||
(Responsibilities) | ||||
Regional Development Promotion Div., Treasury Div., Operations Management Div. | ||||
(Number of shares of the Bank held) | ||||
6,400 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
After serving as General Manager of the Bank's branches and General Manager of Consulting Promotion Div., Mr. | ||||
Takashi Kuroda was appointed Executive Officer in June 2020, Senior Executive Officer in June 2022 and Managing | ||||
Director in June 2023. Ever since, he has been especially responsible for the Regional Development Promotion Div. and | ||||
has been performing management oversight precisely, fairly and efficiently. The Bank believes that he also has | ||||
sufficient social credibility and thus selected him as a candidate for Director. | ||||
Apr. | 1992 | Joined the Bank | ||
Sep. | 2014 | General Manager, Higashi Sendai Branch, the Bank | ||
New candidate | Mar. | 2016 | General Manager, Yoshioka Branch, the Bank | |
Male | Mar. | 2018 | General Manager, Taira Branch, the Bank | |
Mar. | 2020 | General Manager, Nakakecho Branch and Sendai Ekimae Branch, the Bank | ||
Yoshiyuki Odajima | Jun. | 2022 | Executive Officer and General Manager, Business Promotion Div., the Bank | |
6 | (Dec. 14, 1969) | (current position) | ||
(Number of shares of the Bank held) | ||||
800 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
After serving as General Manager of the Bank's branches, Mr. Yoshiyuki Odajima was appointed Executive Officer in | ||||
June 2022. Ever since, as General Manager of Business Promotion Div., he has been performing management oversight | ||||
precisely, fairly and efficiently. The Bank believes that he also has sufficient social credibility and thus selected him as a | ||||
candidate for Director. |
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No. | Name | Past experience, positions, and responsibilities | ||
(Date of birth) | (Significant concurrent positions), Number of shares of the Bank held | |||
Apr. | 1992 | Joined the Bank | ||
Sep. | 2014 | General Manager, Kitahama Branch, the Bank | ||
New candidate | Jan. | 2017 | General Manager, Head Office Business Div., 77 Securities Co., Ltd. | |
Male | Jun. | 2019 | General Manager, Treasury Administration & International Div., the Bank | |
Jun. | 2021 | General Manager, Treasury Div., the Bank | ||
Kazuhiro Aoki | Jun. | 2022 | Executive Officer and General Manager, Treasury Div., the Bank | |
7 | (Mar. 25, 1970) | (current position) | ||
(Number of shares of the Bank held) | ||||
1,100 shares | ||||
(Reasons for selection as a candidate for Director) | ||||
After serving as General Manager of the Bank's branches and General Manager of Treasury Div., Mr. Kazuhiro Aoki | ||||
was appointed Executive Officer in June 2022. Ever since, as General Manager of Treasury Div., he has been | ||||
performing management oversight precisely, fairly and efficiently. The Bank believes that he also has sufficient social | ||||
credibility and thus selected him as a candidate for Director. | ||||
Apr. | 1975 | Joined the Sendai City Government | ||
Reappointment | Aug. | 2009 | Mayor, Sendai City | |
Female | Jun. | 2018 | Director, the Bank | |
(current position) | ||||
Outside Director | (Number of shares of the Bank held) | |||
1,700 shares | ||||
Independent
Director
8 Emiko Okuyama
(Jun. 23, 1951)
(Reasons for selection as a candidate for Outside Director and expected roles)
As Ms. Emiko Okuyama has a wealth of experience and wide-ranging knowledge gained through her career as an administrative executive, such as Mayor of Sendai City, involved in local administration for many years, the Bank believes that she is suitable for the position of Outside Director of the Bank and selected her as a candidate for Director. After her election, she is expected to provide advice and supervision, especially on regional revitalization and contribution, for the Bank.
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