These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translations and the Japanese originals, the originals shall prevail. The Bank assumes no responsibility for the translations or for any other damages arising, directly or indirectly, from the translations.
(Securities Code: 8359) May 31, 2024 (Commencement date of measures for electronic provision: May 30, 2024)
To Shareholders with Voting Rights:
Masaki Matsushita
President
The Hachijuni Bank, Ltd.
178-8, Okada,
Nagano-city, Japan
NOTICE OF CONVOCATION OF
THE 141ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 141st Annual General Meeting of Shareholders of The Hachijuni Bank, Ltd. (the "Bank") shall be held for the purposes described below.
The Bank has taken measures for electronic provision of the Reference Documents for this General Meeting of Shareholders, etc.*1, which are posted on the Internet on the following websites under the titles, "Notice of Convocation of the 141st Annual General Meeting of Shareholders" and "Other Matters Subject to Measures for Electronic Provision"*2. The Reference Documents for this General Meeting of Shareholders, etc. are uniformly sent in a paper-based form, regardless of whether or not shareholders requested the delivery of paper- based documents.
*1. Measures for electronic provision refer to the system under which, in lieu of the traditional system of sending paper-based materials, a notice stating the addresses of the websites on which materials for general meetings of shareholders are posted is sent to shareholders so that they themselves will access the websites to see those materials.
*2. Details on "Other Matters Subject to Measures for Electronic Provision" are described on page 3.
The Bank's website: https://www.82bank.co.jp/ir/kabushiki/soukai.html
In addition to the above website, the Bank has also posted this Reference Documents for this General Meeting of Shareholders, etc. on the website of the Tokyo Stock Exchange ("TSE"). Please access the following TSE's website (TSE Listed Company Search), enter and search for "The Hachijuni Bank" under "Issue name (company name)" or enter and search for "8359" (one-byte number) under Securities "Code," select "Basic information" and "Documents for public inspection / PR information" in that order to see the Reference Documents, etc.
TSE's website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*
If you are unable to attend the meeting, you can exercise your voting rights via the Internet or mail. Please review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights by Thursday, June 20, 2024 at 5:00 p.m., Japan time.
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1. Date and Time: Friday, June 21, 2024 at 10:00 a.m., Japan time (Reception opening time: 9:00 a.m.)
2. Place: | Main Conference Room, 3F, Head Office of the Bank |
178-8, Okada, Nagano-city, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank's 141st Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank's 141st Fiscal Year (from
April 1, 2023 to March 31, 2024) and results of audits of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Board
Proposals to be resolved: [Company Proposals]
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation (Change of Trade Name)
Proposal No. 3: Election of Two (2) Directors
Proposal No. 4: Election of Two (2) Company Auditors
Proposal No. 5: Revision of the Details of Compensation, etc. for Directors (Performance-linked Compensation for Directors)
Proposal No. 6: Determination of Compensation for Granting Restricted Stock to Directors (Excluding Outside Directors)
[Shareholder Proposals]
Proposal No. 7: Partial Amendments to the Articles of Incorporation (Transition to Domestic Standard Bank)
Proposal No. 8: Partial Amendments to the Articles of Incorporation (Sale of Cross-held Shares)
Proposal No. 9: Partial Amendments to the Articles of Incorporation (Verification of the Objective of Cross-shareholdings and Disclosure of Results)
Proposal No. 10: Partial Amendments to the Articles of Incorporation (Disclosure of Compensation for Directors on an Individual Basis)
Proposal No. 11: Appropriation of Surplus
Proposal No. 12: Acquisition of Treasury Stock
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4. Guidance for Exercise of Voting Rights
- Handling of multiple voting
If you vote both in writing on the Voting Form and via the Internet, only the vote via the Internet will be valid. In addition, if you submit your vote multiple times via the Internet, only the last vote will be valid.
(2) Voting by proxy
You may designate one (1) shareholder of the Bank as your proxy who possesses voting rights to attend the General Meeting of Shareholders. Please note that the proxy will be required to submit his or her own Voting Form and documentation corroborating his or her status as your proxy.
- If you have failed to indicate approval or disapproval of each proposal in the Voting Form, you shall be deemed to have indicated approval for company proposals and disapproval for shareholder proposals therein.
- Regarding "Other Matters Subject to Measures for Electronic Provision"
"Other Matters Subject to Measures for Electronic Provision" includes the following matters. They are not included in this Notice but are to be found on the Bank's and TSE's websites in accordance with laws and regulations and Article 16 of the Articles of Incorporation of the Bank;
-
"Stock Acquisition Rights," "Basic Policies Regarding Parties Controlling the Determination of Financial and Business Policies," "Systems for Ensuring the Appropriateness of Business Activities," "Matters Regarding Specified Wholly-Owned Subsidiaries," "Matters Regarding Transactions between a Stock Company and its Parent Company, etc.," and "Others" of the
Business Report - "Statement of Changes in Shareholders' Equity" and "Notes to the Non-consolidated Financial
Statements" of the Non-consolidated Financial Statements - "Consolidated Statement of Changes in Shareholders' Equity" and "Notes to the Consolidated
Financial Statements" of the Consolidated Financial Statements
The Business Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements audited by the Auditors include the above (1) to (3) in addition to those attached to the Japanese version of this Notice.
The Non-consolidated Financial Statements and the Consolidated Financial Statements audited by the Independent Auditor include the above (2) and (3) in addition to those attached to the Japanese version of this Notice.
- If the need arises for the revision of any matters subject to measures for electronic provision, the revised matters will be posted on each of the designated websites of the Bank and TSE.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
It is proposed that the appropriation of surplus shall be proposed as follows.
Year-end dividends
The Bank's basic policy is to implement the active return of profits to shareholders with a minimum dividend of 5.00 yen per share and through the acquisition of treasury stock.
Based on this policy, the Bank proposes year-end dividends of 14.00 yen per share. Combined with the interim dividend of 10.00 yen per share, total full-year dividends will be 24.00 yen per share.
- Type of dividend property Cash
- Allotment of dividend property to shareholders and the total amount 14.00 yen per share of common stock, for a total of 6,752,820,998 yen
- Effective date of distribution June 24, 2024
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Proposal No. 2: Partial Amendment to the Articles of Incorporation (Change of Trade Name)
1. Reasons for amendments
-
Subject to obtaining approval by relevant authorities, etc., the Bank plans to conduct a merger on January 1,
2026 (hereinafter referred to as the "Merger") and change its trade name associated with the Merger. - The Merger is, for the Bank, a simple absorption-type merger stipulated in Article 796, Paragraph 2 of the Companies Act, and for THE NAGANO BANK,LTD., a informal absorption-type merger stipulated in Article 784, Paragraph 1 of the same act. Therefore, the both mergers will be implemented without obtaining approval related to a merger agreement of the general meeting of shareholders.
- The Partial Amendments to the Articles of Incorporation related to this change of trade name shall become effective on the date when the Merger becomes effective (scheduled on January 1, 2026.)
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.) | |
Current Articles of Incorporation | Proposed Amendments |
(Trade Name) | (Trade Name) |
Article 1 The name of the Bank shall be | Article 1 The name of the Bank shall be |
Kabushiki Kaisha Hachijuni Ginko, and in | Kabushiki Kaisha Hachijuni Nagano Ginko, and |
English it shall be The Hachijuni Bank, Ltd. | in English it shall be The Hachijuni Nagano |
Bank, Ltd. | |
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Proposal No. 3: Election of Two (2) Directors
At the conclusion of this General Meeting of Shareholders, the terms of office of two (2) Directors, namely, Kayo Tashita and Takayuki Kanai will expire. Accordingly, the following two (2) candidates are proposed to be elected as Directors.
Name | Career Summary | Number of | ||
No. | (Positions, responsibilities at the Bank and significant concurrent | shares of the | ||
(Date of birth) | ||||
positions) | Bank held | |||
To be reappointed | Apr. 1990 | Registered as an attorney at law (Nagano Bar | ||
Association) | ||||
Outside Director | Apr. 1991 | Employed by Miyazawa Law Office | ||
Independent | Apr. 1996 | Established Tashita Law Office | ||
Oct. 2007 | Committee Member, Nagano Prefecture Personnel | |||
Director | ||||
Committee (retired in Oct. 2023) | ||||
Kayo Tashita | Apr. 2014 | Chairperson, Nagano Bar Association (retired in March | ||
2015) | ||||
(Apr. 2, 1963) | ||||
Jun. 2016 | Director, the Bank | |||
Age: 61 | 12,097 | |||
Apr. 2024 | Vice President, Japan Federation of Bar Associations | |||
Female | to the present | shares | ||
Attendance at | ||||
1 | Board of | |||
Directors | ||||
meetings: | ||||
14 / 14 (100%) | ||||
[Reasons for selection as a candidate and expected roles]
Ms. Kayo Tashita possesses high specialization and wealth of experience in corporate law as an attorney at law and is fulfilling her duties as an Outside Director appropriately by providing supervision and advice to the management of the Bank from an independent standpoint. Although Ms. Tashita has not previously participated in corporate management, the Bank has judged that she will continue to contribute to the management of the Bank through her such high specialization and wealth of experience and has thus selected her as a candidate for Outside Director. After Ms. Tashita is elected, the Bank expects that she will provide supervision and advice on the operation of the Bank's business execution from an expert perspective, especially in the legal field. The Bank also plans to enlist Ms. Tashita to serve as a member of the Nominating and Compensation Committee and be involved in the selection of executive candidates and decisions on executive remuneration of the Bank from an independent standpoint.
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Name | Career Summary | Number of | ||
No. | (Positions, responsibilities at the Bank and significant concurrent | shares of the | ||
(Date of birth) | positions) | Bank held | ||
To be reappointed | Apr. 1982 | Joined The Nippon Credit Bank, Ltd. (currently Aozora | ||
Bank, Ltd.) | ||||
Outside Director | Oct. 2008 | Executive Officer, The Nippon Credit Bank, Ltd. | ||
Independent | (retired in September 2010) | |||
Oct. 2010 | Joined Nishimoto Trading Co., Ltd.; Senior Managing | |||
Director | ||||
Director | ||||
Mar. 2012 | President, Nishimoto Trading Co., Ltd. | |||
Takayuki Kanai | Mar. 2017 | President & COO, Nishimoto Co., Ltd. (retired in March | 1,644 | |
(Apr. 16, 1959) | 2020) | |||
Age: 65 | Jun. 2020 | Outside Director, KAMEDA SEIKA CO., LTD. (current | shares | |
Male | position) | |||
Jun. 2022 | Director, the Bank | |||
to the present | ||||
2 | Attendance at | |||
Board of | ||||
Directors | ||||
meetings: | ||||
14 / 14 (100%) | ||||
[Reasons for selection as a candidate and expected roles] | ||||
Mr. Takayuki Kanai successfully has served as Executive Officer of Aozora Bank Ltd. and President & | ||||
COO of Nishimoto Co., Ltd., and so on and possesses a wealth of knowledge. The Bank has judged that | ||||
Mr. Kanai has also fulfilled his duties as an Outside Director appropriately and will continue to | ||||
contribute to the management of the Bank and has thus selected him as a candidate for Outside Director. | ||||
After Mr. Kanai is elected, the Bank expects that he will provide supervision and advice on the operation | ||||
of the Bank's business execution from an expert perspective, especially in the corporate management | ||||
and governance fields. The Bank also plans to enlist Mr. Kanai to serve as a member of the Nominating | ||||
and Compensation Committee and be involved in the selection of executive candidates and decisions on | ||||
executive remuneration of the Bank from an independent standpoint. |
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(Notes) 1. Although Ms. Kayo Tashita and Mr. Takayuki Kanai have deposit accounts with the Bank and engage in ordinary transactions, there should be no impact on judgements by shareholders and investors as they have satisfied the requirements for Independent Directors stipulated by the Tokyo Stock Exchange and the Standards for Determining Independence prescribed by the Bank (page 12) in light of the scale of transactions to the Bank's deposits and their nature.
- Other than 1 above, there are no special interest relationships between the candidates for Director and the Bank.
- The Bank has entered into a directors and officers liability insurance contract as outlined below and plans to
renew it on December 25, 2024. The candidates for Director will be covered by the contract if they are elected. [Outline of directors and officers liability insurance contract]
(i) Actual ratio of premiums paid by the insured person.
The premiums are paid by the Bank including for riders. The insured person does not bear the actual premiums. (ii) Outline of insured events
The contract, together with riders, will cover any damages, litigation costs, and other outlays that may arise due to the insured directors and officers assuming liability for the execution of their duties or receiving a claim related to the pursuit of such liability. However, there are certain exemptions such as in case of actions taken with the knowledge that such actions are in violation of laws and regulations.
(iii)Measures to prevent appropriateness of directors' and officers' duties from being undermined
The insurance contract provides for exemption of liability in certain amount, below which damages are not covered.
- Ms. Kayo Tashita and Mr. Takayuki Kanai are candidates for Outside Directors. Additionally, the Bank has designated them as Independent Directors under regulations of the Tokyo Stock Exchange and made a submission to designate them as such to the aforementioned Exchange.
- Ms. Kayo Tashita has served as Outside Director of the Bank since June 2016, and her term will have been eight years as of the conclusion of this General Meeting of Shareholders.
- Mr. Takayuki Kanai has served as Outside Director of the Bank since June 2022, and his term will have been two years as of the conclusion of this General Meeting of Shareholders.
- Under Article 29 of the current Articles of Incorporation, the Bank has executed an agreement with Ms. Kayo Tashita and Mr. Takayuki Kanai to limit their liability for damages to the minimum liability amount to the extent that they have acted in good faith without gross negligence during the course of their duties. (See Article 423, Paragraph 1 and Article 425, Paragraph 1 of the Companies Act.) The Bank plans to continue the said agreement when they are reappointed as Outside Directors.
- Other than those provided above, there are no items required to be disclosed concerning the proposal to elect Directors as defined under Article 74 of the Ordinance for Enforcement of the Companies Act.
- The ages of the candidates are as of the date of this General Meeting of Shareholders to be held.
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Proposal No. 4: Election of Two (2) Company Auditors
At the conclusion of this General Meeting of Shareholders, the terms of office of two (2) Company Auditors, namely, Chishu Minemura and Kiyohito Yamasawa, will expire. Accordingly, the following two
- candidates are proposed to be elected as Company Auditor Members. This proposal has received approval from the Board of Company Auditors.
Name | Career Summary | Number of | ||
No. | shares of the | |||
(Date of birth) | (Positions at the Bank and significant concurrent positions) | |||
Bank held | ||||
Apr. 1988 | Joined the Bank | |||
To be reappointed | Feb. 2009 | Senior Deputy General Manager, Komoro Branch, then | ||
became General Manager, Iidaekimae Branch, General | ||||
Manager, International and Treasury Department, | ||||
Chishu Minemura | General Manager, Risk Management Department | |||
Jun. 2020 | Fulltime Company Auditor | |||
(Mar. 28, 1966) | to the present | |||
Age: 58 | ||||
Male | ||||
Attendance at | 14,750 | |||
shares | ||||
Board of | ||||
Directors |
1 meetings:
14 / 14 (100%)
Attendance at
Board of
Company
Auditors meetings:
14 / 14 (100%)
[Reasons for selection as a candidate]
Mr. Chishu Minemura possesses a wealth of operational experience from involvement in business, international and risk management divisions and so on and is well versed in the operations of the Bank. He has served as a Fulltime Company Auditor of the Bank from 2020 and fulfilled his duties and responsibilities appropriately. The Bank has judged that he will continue to be capable of providing management supervision functions through his wealth of experience and advanced views and thus selected him as a candidate for Company Auditor.
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Name | Career Summary | Number of | |
No. | shares of the | ||
(Date of birth) | (Positions at the Bank and significant concurrent positions) | ||
Bank held | |||
To be reappointed | Apr. 1980 Assistant Professor, Faculty of Engineering, Shinshu | ||
Outside Company | University | ||
Oct. 1993 Professor, Faculty of Engineering | |||
Auditor | Oct. 2009 President of Shinshu University (retired September | ||
Independent | 2015) | ||
Company Auditor | Jun. 2016 Company Auditor of the Bank | ||
Kiyohito | to the present | ||
Yamasawa | |||
(August 4, 1944) | |||
Age: 79 | |||
Male | 24,539 | ||
shares | |||
Attendance at | |||
2 | Board of | ||
Directors | |||
meetings: | |||
14 / 14 (100%) |
Attendance at
Board of
Company
Auditors meetings:
14 / 14 (100%)
[Reasons for selection as a candidate]
Mr. Kiyohito Yamasawa possesses advanced views as an educator through many years of service as a university instructor and a wealth of experience in university management as a dean. He is fulfilling his duties as an Outside Company Auditor appropriately by providing supervision to the management of the Bank from an independent standpoint. The Bank has judged that he will continue to be capable of providing management supervision functions, and has thus selected him as a candidate for Audit & Supervisory Board Member.
(Notes) 1. Mr. Kiyohito Yamasawa has a deposit account with the Bank and engages in ordinary transactions. In addition, he served as a dean at Shinshu University, and the Bank has general transactions with the university including deposits and loans and also makes donations to the university. However, there should be no impact on judgements by shareholders and investors as he has satisfied the requirements for Independent Auditors stipulated by the Tokyo Stock Exchange and the Standards for Determining Independence prescribed by the Bank (page 12) in light of the scale of transactions to the Bank's deposits and their nature.
- Other than Notes 1 above, there are no special interest relationships between the candidates for Company Auditors and the Bank.
- The Bank has entered into a directors and officers liability insurance contract as outlined below and plans to
renew it on December 25, 2024. The candidates for Company Auditors will be covered by the contract if they are elected.
[Outline of directors and officers liability insurance contract]
(i) Actual ratio of premiums paid by the insured person
The premiums are paid by the Bank including for riders. The insured person does not bear the actual premiums. (ii) Outline of insured events
The contract, together with riders, will cover any damages, litigation costs, and other outlays that may arise due to the insured directors and officers assuming liability for the execution of their duties or receiving a claim related to the pursuit of such liability. However, there are certain exemptions, such as in case of actions taken with the knowledge that such actions are in violation of laws and regulations.
(iii)Measures to prevent appropriateness of directors' and officers' duties from being undermined
The insurance contract provides for exemption of liability in certain amount, below which damages are not covered.
- Mr. Kiyohito Yamasawa is a candidate for Outside Company Auditor. Additionally, the Bank has designated him as an Independent Company Auditor under regulations of the Tokyo Stock Exchange and made a submission to designate him as such to the aforementioned Exchange.
- Mr. Kiyohito Yamasawa has served as Outside Company Auditor of the Bank since June 2016, and his term will have been eight years as of the conclusion of this General Meeting of Shareholders.
- Under Article 39 of the current Articles of Incorporation, the Bank has executed an agreement with Mr. Kiyohito
Yamasawa to limit his liability for damages to the minimum liability amount to the extent that he has acted in 10
