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.
June 4, 2025 (Electronic Provision Measures Commencement Date: May 29, 2025)
Hidefumi Kobayashi President
The 77 Bank, Ltd.
3-20, Chuo 3-chome, Aoba-ku, Sendai City, Miyagi Prefecture, Japan
NOTICE OF CONVOCATION OFTHE 141ST ANNUAL GENERAL MEETING OF STOCKHOLDERSYou are cordially invited to attend the 141st Annual General Meeting of Stockholders of The 77 Bank, Ltd. (the “Bank”), which will be held for the purposes as described below.
If you are unable to attend the meeting in person, you can exercise your voting rights in advance via the Internet or in writing via mail. 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 Thursday, June 26, 2025, Japan standard time.- Date and Time: Friday, June 27, 2025 at 10:00 a.m. Japan standard time
- Place: 4F, Conference Room, Head Office, the Bank, 3-20, Chuo 3-chome, Aoba-ku, Sendai City, Miyagi Prefecture, Japan
- Meeting Agenda:Matters to be reported: 1. The Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements for the Bank’s 141st Fiscal Year (from April 1, 2024 to March 31, 2025)
2. Results of audits of the Consolidated Financial Statements for the Bank’s 141st Fiscal Year (from April 1, 2024 to March 31, 2025) by the Accounting Auditor and the Audit & Supervisory Committee
Proposals to be resolved:Proposal No. 1: Appropriation of SurplusProposal No. 2: Election of Nine (9) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)Proposal No. 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee MembersProposal No. 4: Revision to Limit of Compensation for Directors (Excluding Directors Serving as Audit & Supervisory Committee Members) - Matters Determined for Convocation
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.
- Matters Concerning Measures for Electronic Provision
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 141st 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 141st 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 securities code “8341”, then select “Basic information” and “Documents for public inspection/PR information” to review the information.
End
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 “Matters concerning the Accounting Auditor,” “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.
The Audit Report
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.
Before the Meeting of Stockholders
From the arrival of notice of convocation to Thursday, June 26, 2025
- Please refer to the “Notice of Convocation of the 141st Annual General Meeting of Stockholders” and other materials on the Bank’s website.
https://www.77bank.co.jp/english/stockholders.htm
- Exercise of Voting Rights in advanceDeadline: Thursday, June 26, 2025 at 5:00 p.m. Japan standard timeIf you are unable to attend the meeting in person, please exercise your voting rights either via the Internet or via mail.
If you vote both in writing on the Voting Rights Exercise Form and via the Bank’s designated voting website on the Internet, only your vote exercised via the Internet will be deemed valid.
If you submit your vote multiple times or repeatedly via the Internet, only the most recent vote will be deemed valid.
Please note that communication charges and other related costs incurred when using each website shall be borne by stockholders.
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.
On the day of the Meeting of Stockholders
Friday, June 27, 2025 at 10:00 a.m. Japan Standard Time Place: 4F, Conference Room, Head Office, the Bank
Please submit the enclosed Voting Rights Exercise Form at the reception desk. Please also bring this notice of convocation with you.
Please refrain from recording, photographing, or making phone calls inside the venue.
Please note that we will not be offering any gifts for those who attend this meeting.
Wheelchair user space and sign language interpreters are available. Please do not hesitate to inform the reception desk or venue staff if you need assistance.
After the Close of the Meeting
Please confirm the “Notice of Resolutions” and “Results of Exercise of Voting Rights” on the Bank’s website and other websites.*Other information to stockholders are also available.
Reference Documents for the General Meeting of Stockholders Proposals and ReferencesProposal No. 1: Appropriation of SurplusWith 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
97.50 yen per share of common stock, an increase of 30 yen from the previous fiscal year-end, for a total of 7,295,939,820 yen.
Dividends to be paid for the full year amount to 175 yen per share including the interim dividend paid.
Effective date of distribution of surplus June 30, 2025
Other matters concerning the appropriation of surplus
Item and the amount of surplus to be increased
General reserve 20,500,000,000 yen
Item and amount of surplus to be decreased
Retained earnings brought forward 20,500,000,000 yen
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 nine (9) 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 | Hidefumi Kobayashi | Reappointment | Male | Representative Director and President | |
2 | Hiroshi Kobayashi | Reappointment | Male | Representative Director and Senior Managing Director | |
3 | Shuichi Ibuka | Reappointment | Male | Managing Director and General Manager, Oroshimachi Branch and Chuoshijo Branch | |
4 | Takashi Kuroda | Reappointment | Male | Managing Director | |
5 | Yoshiyuki Odajima | Reappointment | Male | Managing Director | |
6 | Kazuhiro Aoki | Reappointment | Male | Managing Director and General Manager, Treasury Div. | |
7 | Emiko Okuyama | Reappointment | Female | Outside Director Independent Director | Director (Outside Director) |
8 | Seiichi Ohtaki | Reappointment | Male | Outside Director Independent Director | Director (Outside Director) |
9 | Shigenori Oyama | Reappointment | Male | Outside Director Independent Director | Director (Outside Director) |
