Yamanashi Chuo Bank, Ltd.TSE: 8360

Notice of Convocation of the 122nd Annual General Meeting of Shareholders(PDF: 422.9KB)

· Issued by Yamanashi Chuo Bank, Ltd.

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 damage arising from the translations.

Securities Code: 8360

June 3, 2025 (Date of commencement of electronic provision measures: May 23, 2025)

To Shareholders with Voting Rights:

Yoshiaki Furuya President

The Yamanashi Chuo Bank, Ltd. 20-8, Marunouchi 1-chome, Kofu, Yamanashi, Japan

NOTICE OF CONVOCATION OFTHE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Please be informed that the 122nd Annual General Meeting of Shareholders of The Yamanashi Chuo Bank, Ltd. (the “Bank”) will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Bank has taken measures for electronic provision and matters subject to measures for electronic provision are posted on the following website on the Internet.

The Bank’s website: https://www.yamanashibank.co.jp/en/investor/shareholders.html

In addition to the above website, this information is also posted on the following website on the Internet.

Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, search by entering the Bank’s name or the Securities Code, and select “Basic information” and “Documents for public inspection/PR information” in that order to view the information.

If you do not attend the meeting in person on the day, you can exercise your voting rights in writing or by electromagnetic means (via the Internet). 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 Tuesday, June 24, 2025 Japan time.

  1. Date and Time: Wednesday, June 25, 2025 at 10:00 a.m. Japan time
  2. Place: 7F Hall, Head Office of the Bank,

    20-8, Marunouchi 1-chome, Kofu, Yamanashi, Japan

  3. Meeting Agenda:Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the Bank’s 122nd Fiscal Year (from April 1, 2024 to March 31, 2025)

    2. Consolidated Financial Statements for the Bank’s 122nd Fiscal Year (from April 1, 2024 to March 31, 2025) and results of audits of the Consolidated Financial Statements by the Independent Auditor and the Board of Corporate Auditors

    Proposals to be resolved:Proposal No. 1: Appropriation of SurplusProposal No. 2: Election of Nine (9) Directors
  4. Exercise of Voting Rights:

Exercise of Voting Rights by Attending the Meeting

When attending the meeting, please bring this “convocation notice” with you and submit the enclosed

“Voting Rights Exercise Form” at the reception desk on the day of the meeting.

Date and time of the meeting: Wednesday, June 25, 2025 at 10:00 a.m. Japan time

Exercise of Voting Rights in Writing

Please indicate your vote for or against each of the proposals on the enclosed “Voting Rights Exercise Form” and return it so that it is received by the voting deadline.

Voting deadline: Mail received by 5:00 p.m. on Tuesday, June 24, 2025 Japan time

Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)

Please access the voting website (https://evote.tr.mufg.jp/) (in Japanese), follow the instructions on the voting website, and indicate your vote for or against each of the proposals by the voting deadline.

Voting deadline: 5:00 p.m. on Tuesday, June 24, 2025 Japan time

  • If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it will be treated as an indication of approval.

  • If you vote both in writing on the Voting Rights Exercise Form and via electromagnetic means (the Internet, etc.), we will deem your vote placed via electromagnetic means (the Internet, etc.) to be the effective one.

  • If you submit your vote multiple times via electromagnetic means (the Internet, etc.), we will deem the last vote placed to be the effective one.

End

◎ In accordance with laws and regulations as well as the Articles of Incorporation of the Bank, the following items are not stated in the paper-based documents sent to shareholders who have requested them. The Corporate Auditors and the Independent Accounting Auditors audited the documents to be audited including the following matters.

  1. A portion of “Matters Regarding Status of the Bank,” a portion of “Matters Regarding Directors and Corporate Auditors,” “Matters Regarding Shares of the Bank,” “Matters Regarding Share Subscription Rights, Etc. of the Bank,” “Matters Regarding Independent Accounting Auditors,” “Basic Policy Regarding the Way of Being a Person Who Controls the Determination of Financial and Business Policies,” “System to Ensure Appropriate Business Operation,” “Matters Regarding Specified Wholly-Owned Subsidiaries,” “Matters Regarding Transaction With Parent Company, Etc.,” “Matters Regarding Accounting Advisor,” and “Others” in the Business Report

  2. “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements” of the Non-consolidated Financial Statements

  3. “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements

◎ Any revisions to the matters subject to measures for electronic provision will be posted on the websites on which the matters are posted.

Reference Documents for the General Meeting of ShareholdersProposals and ReferencesProposal No. 1: Appropriation of Surplus

The Bank’s basic policy is to undertake stable dividends on a continuous basis while striving to enhance appropriate internal reserves to maintain sound management, considering the public nature of the banking business.

Following this basic policy, the appropriation of year-end dividends and surplus are proposed as follows.

  1. Matters concerning year-end dividends

    Taking into consideration the business results, etc. for the fiscal year under review, year-end dividends of 44 yen per share are proposed for the fiscal year under review in order to return profits to our shareholders. As the Bank paid an interim dividend of 32 yen per share, the full-year dividends for the fiscal year under review will be 76 yen per share, an increase of 20 yen from the previous fiscal year.

    1. Type of dividend property Cash

    2. Matters concerning the allotment of dividend property to shareholders and the total amount 44 yen per share of common stock, for a total of 1,373,233,620 yen

    3. Effective date of distribution of surplus June 26, 2025

  2. Matters concerning the appropriation of surplus

    1. Item and the amount of surplus to be increased

      General reserve 5,000,000,000 yen

    2. Item and the amount of surplus to be decreased

Retained earnings brought forward 5,000,000,000 yen

Proposal No. 2: Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed.

The candidates for Directors are as follows:

No.

Name

Gender

Current positions at the Bank

Attendance at the Board of

Directors meetings

1

Mitsuyoshi Seki

Reelection

Male

Chairman

14 out of 14 meetings

(100%)

2

Yoshiaki Furuya

Reelection

Male

President

14 out of 14 meetings

(100%)

3

Masahiko Yamadera

Reelection

Male

Senior Managing Director

14 out of 14 meetings

(100%)

4

Hideki Sato

Reelection

Male

Managing Director

14 out of 14 meetings

(100%)

5

Tetsuya Naito

Reelection

Male

Managing Director

14 out of 14 meetings

(100%)

6

Koichiro Kato

Reelection

Male

Managing Director

11 out of 11 meetings

(100%)

7

Michio Masukawa

Reelection

Male

Director

13 out of 14 meetings

(92%)

Outside Director

Independent Director

8

Riyo Kano

Reelection

Female

Director

14 out of 14 meetings

(100%)

Outside Director

Independent Director

9

Miki Ichikawa

Reelection

Female

Director

14 out of 14 meetings

(100%)

Outside Director

Independent Director

(Note) Mr. Koichiro Kato, a candidate for Director, was newly elected as a Director at the Annual General Meeting of Shareholders held last year (June 25, 2024). Accordingly, his attendance at the meetings of the Board of Directors refers to those held after assuming his office.

No.

Name (Date of birth)

Career summary, positions, responsibilities and significant concurrent positions

Number of

shares of the Bank held

Apr. 1977 Joined the Bank

Jun. 1998 Chief Deputy Manager of Business Development Group, Business Promotion Division, Marketing Headquarters

Jun. 1999 General Manager of Mejirodai Branch

Mitsuyoshi Seki (September 19,

1953)

Reelection

Nov. 2001 Acting General Manager of Corporate Planning Division and Manager of Planning Section

Oct. 2002 Deputy General Manager of Corporate Planning Division and Manager of Planning Section

Aug. 2004 Deputy General Manager of Corporate Planning Division Jun. 2005 General Manager of Business Promotion Division,

Marketing Headquarters

Jul. 2005 Executive Officer and General Manager of Business Promotion Division, Marketing Headquarters

Jun. 2007 Director and General Manager of Risk Administration Division

Mar. 2008 Director and General Manager of Personnel Division

1

Jun. 2009 Managing Director and General Manager of Corporate Planning Division

Jun. 2011 Senior Managing Director

Jun. 2017 President, in charge of auditing

Jun. 2023 Corporate Auditor (Outside Corporate Auditor), FUJI KYUKO CO., LTD.

To present

Jun. 2023 Chairman of the Bank

To present

Dec. 2023 President, Yamanashi Mirai Investment Co., Ltd.

To present

50,400

shares

President, Yamanashi Mirai Investment Co., Ltd. Outside Corporate Auditor, FUJI KYUKO CO., LTD.

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Mr. Mitsuyoshi Seki has accumulated a wealth of knowledge and expertise in the divisions of sales, corporate planning, corporate administration and personnel, the fields of branch management and others, and has been serving as a Director since June 2007, as President since June 2017 and as Chairman since June 2023. He adequately fulfills his role of decision-making on important management matters and supervision on business execution of the Bank.

Accordingly, the Bank nominated him as a candidate for Director in the hope that he would continue to perform his role.