Kyoto Financial Group,inc. TSE:5844

Kyoto Financial : NOTICE OF THE 2ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

Published

Source: MarketScreener

This document has been translated from a part of the Japanese-language original for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

Securities code: 5844

June 2, 2025

To our shareholders:

Nobuhiro Doi

Representative Director and President

Kyoto Financial Group, Inc.

700, Yakushimae-cho, Karasuma-dori, Matsubara-Agaru, Shimogyo-ku, Kyoto, Japan

NOTICE OF THE 2ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

The 2nd Ordinary General Meeting of Shareholders of Kyoto Financial Group, Inc. (the “Company”) will be held as described below.

For the convocation of the General Meeting of Shareholders, the Company has taken measures to electronically provide information that constitutes the content of Reference Documents for the General Meeting of Shareholders (matters for which measures for electronically providing information are to be taken), and posted a notice on our website titled, “Notice of Convocation of the 2nd Ordinary General Meeting of Shareholders.” Please access and review this information on the Company’s website using the link below to check.

The Company’s website (General Meeting of Shareholders):

https://www.kyoto-fg.co.jp/ir/stock/meeting/ (in Japanese)

In addition to the website above, the matters for which measures for electronically providing information are to be taken are also available on the website of the Tokyo Stock Exchange (TSE). Please visit the TSE website (Listed Company Search) using the link below. To find the materials, enter “Kyoto Financial Group” or securities code “5844” in the relevant field and click “Search.” Then select “Basic Information” followed by “Documents for public inspection/PR information.”

Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

If you are unable to attend the meeting on the day, please indicate your approval or disapproval of the proposals after reviewing the attached Reference Documents for the General Meeting of Shareholders, and return it by the Internet or postal mail to reach us no later than 5:00 p.m. on Thursday, June 26, 2025 (Japan Standard Time).

  1. Date and Time: Friday, June 27, 2025 at 10:00 a.m. (Japan Standard Time) (Reception will open at 9:00 a.m.)
  2. Venue: 7th floor Hall, Head office of the Bank of Kyoto, Ltd.

    700, Yakushimae-cho, Karasuma-dori, Matsubara-Agaru, Shimogyo-ku, Kyoto, Japan

  3. Purposes:Items to be reported:
    1. Business Report and Consolidated Financial Statements, as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 2nd Term (from April 1, 2024 to March 31, 2025)

    2. Non-Consolidated Financial Statements for the 2nd Term (from April 1, 2024 to March 31, 2025)

      Items to be resolved:Proposal 1: Partial Amendments to the Articles of IncorporationProposal 2: Election of four (4) Directors (excluding those who are Audit and Supervisory Committee Members)Proposal 3: Election of six (6) Directors who are Audit and Supervisory Committee Members
  4. Decisions Made in Preparation for the Meeting
  1. Although provided as part of the matters for which measures for electronically providing information are to be taken, the following items are not included in the physical documents delivered to shareholders who have requested printed materials, in accordance with legal requirements and the Company’s Articles of Incorporation. Furthermore, the Audit and Supervisory Committee and the Accounting Auditor audit the applicable documents, including the following:

    1. In the Business Report, two items under section “1. Matters related to the current status of the Company,” specifically, “(4) Status of major sales offices, etc. of the Financial Group,” and “(9) Other important matters regarding the current status of the Financial Group.” Also in the same report, the following sections: “5. Matters related to stock acquisition rights, etc.,” “6. Matters related to the Accounting Auditor,” “7. Basic policy regarding those directing decisions on financial and business policies,” “8. Systems to ensure appropriate business operations,” “9. Matters concerning specified wholly owned subsidiaries,” “10. Matters concerning transactions with the parent company, etc.,” and “11. Matters concerning the Accounting Advisor.”

    2. In the Consolidated Financial Statements, the following items: Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statement of Changes in Net Assets, and Notes to the Consolidated Financial Statements.

    3. In the Non-Consolidated Financial Statements, the following items: Non-Consolidated Balance Sheets, Non-Consolidated Statements of Income, Non-Consolidated Statement of Changes in Net Assets, and Notes to the Non-Consolidated Financial Statements.

    4. In the Audit Report, the following items: Certified Copy of the Accounting Auditor’s Report on the Consolidated Financial Statements, Certified Copy of the Accounting Auditor’s Report, and Certified Copy of the Audit Report of the Audit and Supervisory Committee

  2. If you vote both via the Internet and in writing on the Voting Rights Exercise Form, only your vote placed via the relevant online form will be valid. In addition, if you submit your vote more than once via the Internet, only the last vote will be valid.

  3. If approval or disapproval is not indicated for any proposal on a submitted Voting Rights Exercise Form, it will be treated as indication of approval for the proposal concerned.

  • If you plan to attend the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.

  • Please be understanding in advance that no gift will be provided for shareholders at the meeting.

  • In the case of any amendments to the matters for which measures for electronically providing information are to be taken before the meeting, they will be available on the relevant websites above.

A summary video of the above “Items to be reported” will be posted on the Company’s website after the conclusion of the General Meeting.

https://www.kyoto-fg.co.jp/ir/stock/meeting/

Reference Documents for the General Meeting of Shareholders (Summary)

[Proposal 1] Partial Amendments to the Articles of Incorporation

To facilitate more prompt and effective decision-making, this proposal is to reduce the maximum number of Directors (excluding those who are Audit and Supervisory Committee Members) from ten (10) to eight

(8). In conjunction with this, to further enhance corporate governance through strengthening the Board of Directors’ supervisory function, it is proposed that the maximum number of Directors who are Audit and Supervisory Committee Members be increased from six (6) to seven (7).

[Proposal 2] Election of four (4) Directors (excluding those who are Audit and Supervisory Committee Members)

No.

Name

Current position in the Company

Board of Directors Meeting

Attendance

1

Reelection

Nobuhiro Doi

Male

Representative Director and President

14/14 (100%)

2

Reelection

Hiroyuki Hata

Male

Representative Director

14/14 (100%)

3

Reelection

Mikiya Yasui

Male

Director

14/14 (100%)

4

Reelection

Minako Okuno

Female

Director

14/14 (100%)

[Proposal 3] Election of six (6) Directors who are Audit and Supervisory Committee Members

No.

Name

Current position in the Company

Board of Directors

Meeting Attendance

1

Reelection

Toshiro Iwahashi

Male

Director (Audit and Supervisory Committee Member)

14/14 (100%)

2

Reelection

Chiho Oyabu

Female

Outside Director (Audit and Supervisory Committee Member)

14/14 (100%)

3

Reelection

Eiji Ueki

Male

Outside Director (Audit and Supervisory Committee Member)

14/14 (100%)

4

Reelection

Hiroyuki Nakatsukasa

Male

Outside Director (Audit and Supervisory Committee Member)

14/14 (100%)

5

Reelection

Motoko Tanaka

Female

Outside Director (Audit and Supervisory Committee Member)

14/14 (100%)

6

New election

Tamame Akamatsu

Female