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 assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code: 8386)
June 5, 2025 (Start Date of Measures for Electronic Provision: May 29, 2025)
To Shareholders with Voting Rights:Masashi Mori President
The Hyakujushi Bank, Ltd. 5-1, Kamei-cho, Takamatsu, Kagawa, Japan
NOTICE OF CONVOCATION OF THE 156TH ANNUAL GENERAL MEETING OF SHAREHOLDERSWe are pleased to inform you that we will hold the 156th Annual General Meeting of Shareholders (the "Meeting") of The Hyakujushi Bank, Ltd. (the "Bank"). The Meeting will be held for the purposes as described below.
In convening the Meeting, we have taken measures for electronic provision, posting information contained in the Reference Documents for the General Meeting of Shareholders (the "matters subject to measures for electronic provision") on our website on the Internet as "NOTICE OF CONVOCATION OF THE 156TH ANNUAL GENERAL MEETING OF SHAREHOLDERS."
The Bank's website https://www.114bank.co.jp/ir/annual_report_shareholders_meeting/
The matters subject to measures for electronic provision are also posted on the website of Tokyo Stock Exchange (TSE) on the Internet. Please access the TSE website (Listed Company Search) below, enter "Hyakujushi Bank" in the "Issue name (company name)" or "8386" in the "Code" and click "Search," and then select "Basic information" followed by "Documents for public inspection/PR information" to view such matters.
TSE website (Listed Company Search) 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 in writing (by post). Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision and exercise your voting rights by 5:00 p.m. on Thursday, June 26, 2025, Japan Standard time (JST) following the Instructions for the Exercise of Voting Rights.
- Date and Time: Friday, June 27, 2025 at 10:00 a.m. JST
- Place: 5F Hall, Head Office of the Bank, 5-1, Kamei-cho, Takamatsu, Kagawa, Japan
- Meeting Agenda:
2. The Consolidated Financial Statements for the Bank's 156th Fiscal Year (from April 1, 2024 to March 31, 2025) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members) Proposal No. 3: Election of Seven (7) Directors serving as Audit and Supervisory Committee Members Reference Documents for the General Meeting of Shareholders Proposals and References Proposal No. 1: Appropriation of SurplusConcerning the appropriation of surplus, under the Bank's basic policy of providing dividends by considering a stable return of profits to the shareholders, upon a comprehensive deliberation on the degree of enhancement of internal reserve, profitability condition, and management environment, etc., the Bank proposes that the year-end dividends for the fiscal year under review be paid as follows.
Matters concerning year-end dividends
Type of dividend property Cash
Matters concerning the allotment of dividend property to shareholders and the total amount 85 yen per share of common stock, for a total of 2,425,175,630 yen
As a result, dividends to be paid for the full year, including the interim dividend (60 yen per share) already paid, will be 145 yen per share (an increase of 55 yen year over year).
Effective date of distribution of surplus June 30, 2025
Other matters concerning the appropriation of surplus
Item and amount of surplus to be increased
General reserve 6,500,000,000 yen
Item and amount of surplus to be decreased
Retained earnings brought forward 6,500,000,000 yen
Proposal No. 2: Election of Eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members)The term of office of all of the eight (8) current Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter the same applies within this proposal) will expire at the close of this Meeting. Therefore, the election of eight (8) Directors is proposed.
The Audit and Supervisory Committee has considered the proposal and came to the conclusion that there were no special matters that needed to be presented at the General Meeting of Shareholders in accordance with the Companies Act.
The candidates for Director are as follows:
No. | Name | Current position, etc. at the Bank | Board attendance | |
1 | Yujiro Ayada (Reappointment) (Male) | Chairman | 12/12 (100%) | |
2 | Masashi Mori (Reappointment) (Male) | President (Representative Director) | 12/12 (100%) | |
3 | Masakazu Toyoshima (Reappointment) (Male) | Director, Senior Managing Executive Officer and CCO (Representative Director) | 12/12 (100%) | |
4 | Kazuhito Tada (Reappointment) (Male) | Director and Senior Managing Executive Officer (Representative Director) | 12/12 (100%) | |
5 | Hiroshi Suga (Reappointment) (Male) | Director and Managing Executive Officer | 9/9 (100%) | |
6 | Masaaki Iwane (Reappointment) (Male) | Director and Managing Executive Officer | 9/9 (100%) | |
7 | Hideki Oda (New appointment) (Male) | Managing Executive Officer | - | |
8 | Tetsuya Iwase (New appointment) (Male) | Managing Executive Officer | - |
The Board of Directors decided each candidate for Director upon the deliberation and reporting of the Nomination and Remuneration Governance Committee, which is chaired by an Outside Director who is an Independent Director, and comprising a majority of Outside Directors who are Independent Directors.
The CCO (Chief Compliance Officer) provides centralized management of the overall compliance of the Bank.
No. | Name (Date of birth and age) | Careers, positions, responsibilities, and significant concurrent positions | Number of years in office as Director | Number of shares of the Bank held | Board attendance |
Yujiro Ayada (May 10, 1959) (66) Reappointment | Apr. 1982 Joined the Bank Mar. 2006 General Manager, Ritsurin Branch, the Bank Apr. 2008 General Manager, Nagoya Branch, the Bank Apr. 2010 General Manager, Business Management Division, the Bank Apr. 2012 Executive Officer and General Manager, Tokyo Branch and General Manager in charge of Tokyo Public Affairs, the Bank Apr. 2014 Managing Executive Officer, the Bank Jun. 2015 Director and Managing Executive Officer, the Bank Apr. 2016 Director and Senior Managing Executive Officer, the Bank Apr. 2017 Director and President, the Bank Apr. 2024 Chairman, the Bank (to present) | 10 years (at the close of this Meeting) | 53,266 shares | 12/12 (100%) | |
(Male) | |||||
1 | |||||
(Significant concurrent position) Chairman, Takamatsu Chamber of Commerce and Industry | |||||
Reasons for nomination as a candidate for Director Yujiro Ayada has engaged in the overall management of the Bank for many years and has a wealth of experience and deep insight in banking operations. After becoming President, he has demonstrated strong leadership, appropriately responded to changing times, and led the Bank's various important transformation efforts, such as the reform of the sales system including the strengthening of the consulting function. The Bank has determined that he can be expected to contribute to the Bank's sustained growth and the enhancement of its corporate value over the medium- to long-term by leveraging his years of experience and insight. Therefore, the Bank requests his election as Director. | |||||