Kyoto Financial Group,inc. TSE:5844
Kyoto Financial : NOTICE OF THE 3RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
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 1, 2026
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 3RD ORDINARY GENERAL MEETING OF SHAREHOLDERSThe 3rd Ordinary General Meeting of Shareholders of Kyoto Financial Group, Inc. (the “Company”) will be held as described below.
If you are unable to attend the meeting on the day, please review the attached Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval of the proposals, and return it by the Internet or postal mail to reach us no later than 5:00 p.m. on Thursday, June 25, 2026 (Japan Standard Time).
- Date and Time: Friday, June 26, 2026 at 10:00 a.m. (Japan Standard Time) (Reception will open at 9:00 a.m.)
- Venue: 7th floor Hall, Head office of the Bank of Kyoto, Ltd.
700, Yakushimae-cho, Karasuma-dori, Matsubara-Agaru, Shimogyo-ku, Kyoto, Japan
- Purposes:Items to be reported:
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 3rd Term (from April 1, 2025 to March 31, 2026)
Non-Consolidated Financial Statements for the 3rd Term (from April 1, 2025 to March 31, 2026)
Items to be resolved:Proposal 1: Election of five (5) Directors (excluding those who are Audit and Supervisory Committee Members)Proposal 2: Election of one (1) Director who is an Audit and Supervisory Committee Member
- Decisions Made in Preparation for the Meeting
If you vote both via the Internet and in writing on the Voting Rights Exercise Form, only your vote placed via the Internet will be valid. In addition, if you submit your vote more than once via the Internet, only the last vote will be valid.
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.
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 this Ordinary General Meeting of Shareholders.
https://www.kyoto-fg.co.jp/ir/stock/meeting/ (in Japanese)
- Measures for Electronically Providing Information
For the convocation of the 3rd Ordinary 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 the following websites on the Internet as the “Notice of Convocation of the 3rd Ordinary General Meeting of Shareholders.” Please access and review this information using the links below to check.
The Company’s website (General Meeting of Shareholders):
https://www.kyoto-fg.co.jp/ir/stock/meeting/ (in Japanese) Tokyo Stock Exchange website (Listed Company Search):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Please access the website, enter or search for the issue name “Kyoto Financial Group, Inc.” or the code “5844,” and select “Basic information” and “Documents for public inspection/PR information.”)
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:
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.”
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.
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.
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.
- Exercise of Voting Rights
Please refer to “the Information About Exercising Voting Rights via the Internet” (in Japanese only) on the next page and access the following Voting Rights Exercise Site (in Japanese only). Follow the instructions on the screen and indicate approval or disapproval of each proposal no later than 5:00 p.m. on Thursday, June 25, 2026 (Japan Standard Time).
https://evote.tr.mufg.jp/ (in Japanese)
Exercise of Voting Rights by Postal MailPlease indicate approval or disapproval of each proposal in the enclosed Voting Rights Exercise Form and return it by postal mail to reach us no later than 5:00 p.m. on Thursday, June 25, 2026 (Japan Standard Time).
Exercise of Voting Rights by Attending the Meeting on the DayIf you plan to attend the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Reference Documents for the General Meeting of Shareholders (Summary)[Proposal 1] Election of five (5) Directors (excluding those who are Audit and Supervisory Committee Members)(Addition of one (1) Director)
No. | Name | Current position in the Company | Number of the Company’s shares owned | Board of Directors Meeting Attendance | |||
1 | Reelection | Nobuhiro Doi | (April 25, 1956) | Male | Representative Director and President | 195,351 | 14/14 (100%) |
2 | Reelection | Hiroyuki Hata | (April 16, 1963) | Male | Representative Director | 39,820 | 14/14 (100%) |
3 | Reelection | Mikiya Yasui | (February 8, 1965) | Male | Director | 44,722 | 14/14 (100%) |
4 | Reelection | Minako Okuno | (February 23, 1966) | Female | Director | 22,282 | 14/14 (100%) |
5 | New election | Junya Naruse | (January 16, 1966) | Male | - | 0 | - |
Name | Current position in the Company | Number of the Company’s shares owned | Board of Directors Meeting Attendance | Audit and Supervisory Committee Meeting Attendance | |||
Reelection | Shizue Izumi | (March 18, 1964) | Female | Outside Director (Audit and Supervisory Committee Member) | 800 | 14/14 (100%) | 16/16 (100%) |
The terms of office of all four (4) Directors (excluding those who are Audit and Supervisory Committee Members, the same shall apply in this proposal) will expire at the conclusion of this Ordinary General Meeting of Shareholders. In that regard, the Company is increasing the number of Outside Directors by one
(1) to ensure the transparency of management and further enhance its corporate governance, and it proposes the election of five (5) Directors.
This Proposal has also been discussed by the Audit and Supervisory Committee, which expressed an opinion that no specific matters need to be addressed.
The candidates for Directors are as follows:
No. | Name (Date of birth) | Career summary (position and responsibilities in the Company, and significant concurrent positions outside the Company) | Number of the Company’s shares owned |
Reelection 1 | Nobuhiro Doi (April 25, 1956) | Apr. 1980 Joined the Bank of Kyoto, Ltd. June 2007 Director, General Manager, Personnel Division, the Bank of Kyoto, Ltd. June 2008 Managing Director, the Bank of Kyoto, Ltd. June 2010 Managing Director, General Manager, Head Office Business Department, the Bank of Kyoto, Ltd. June 2012 Managing Director, the Bank of Kyoto, Ltd. June 2015 President, the Bank of Kyoto, Ltd. June 2023 Director and Chair, the Bank of Kyoto, Ltd. Oct. 2023 Director and President, Kyoto Financial Group, Inc. (present position) [Significant concurrent positions outside the Company] None | 195,351 |
[Reasons for selection as Director candidate] Nobuhiro Doi served as Director of the Bank of Kyoto, Ltd., in charge of the bank’s business management, risk management, personnel affairs, and others. He also served as President from June 2015, and as Chair from June 2023. Doi is thoroughly experienced in management and administration and business operation of the Kyoto Financial Group as he has served as Director and President of the Company since October 2023. The Company has judged that he can contribute to strengthening the effectiveness of the decision-making and supervisory functions of the Board of Directors as he will utilize his extensive business experience and broad knowledge cultivated thus far for sustainable growth and the enhancement of medium- to long-term corporate value for the Kyoto Financial Group. As such, the Company selected him again as a candidate for Director. | |||
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