San-in Godo Bank Ltd.TSE: 8381

Notice of convocation of the 121st annual general meeting of shareholders

May 23, 2024 at 12:06 AM UTC · Issued by San-in Godo 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 these translations or for direct, indirect or any other forms of damage arising from these translations.

(Securities Code: 8381)

May 30, 2024

(Commencement Date of Electronic Provision Measures: May 23, 2024)

To Shareholders with Voting Rights:

Toru Yamasaki

President and Representative Director

THE SAN-IN GODO BANK, LTD.

10, Uomachi, Matsue, Shimane, Japan

NOTICE OF CONVOCATION OF

THE 121ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

We express our deepest sympathies to all those affected by the Noto Peninsula Earthquake that occurred in January 2024. We sincerely hope for the swift recovery and reconstruction of affected areas.

Please be informed that the 121st Annual General Meeting of Shareholders of THE SAN-IN GODO BANK, LTD. (the "Bank") will be held for the purposes as described below.

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders posted in the Matters to be Provided Electronically and exercise your voting rights by Wednesday, June 19, 2024 at 5:15 p.m. Japan time.

The General Meeting of Shareholders will be on a live webcast on the day via the Internet so that it may be viewed at places other than the venue. For details, please refer to the attached sheet enclosed "Live webcast via the Internet."

Date and Time:
Place:
Meeting Agenda: Matters to be reported:
Proposals to be resolved: Proposal No. 1: Proposal No. 2:

Proposal No. 3:

Proposal No. 4:

Thursday, June 20, 2024 at 10:00 a.m. Japan time (Doors open at 9:00 a.m.) Shimane Civic Center (Main Hall)

158, Tonomachi, Matsue, Shimane, Japan

The Business Report and Non-consolidated Financial Statements for the Bank's 121st Fiscal Year (from April 1, 2023 to March 31, 2024)
Consolidated Financial Statements for the Bank's 121st Fiscal Year (from April 1, 2023 to March 31, 2024) and Results of Audits of the Consolidated Financial Statements by the Accounting Auditor and Audit and Supervisory Committee

Appropriation of Surplus

Election of Eight (8) Directors (Excluding Directors who are Audit and Supervisory Committee Members)

Revision of Amount of Remuneration for Directors (Excluding Directors who are Audit and Supervisory Committee Members)

Revision of Amount of Stock-based Remuneration for Directors (Excluding Directors who are Audit and Supervisory Committee Members)

4. Exercise of Voting Rights:

Exercise of Voting Rights via Meeting Attendance:

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

Date and Time: Thursday, June 20, 2024 at 10:00 a.m. Japan time

Exercise of Voting Rights in Writing

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

Deadline: Wednesday, June 19, 2024 at 5:15 p.m. Japan time

Exercise of Voting Rights via the Internet, etc.

Please access the voting website (https://www.e-sokai.jp), follow the instructions on the screen, and indicate your vote for or against the proposals by the following deadline.

Deadline: Wednesday, June 19, 2024 at 5:15 p.m. Japan time

● Handling of Duplicate Voting

If you vote both in writing on the Voting Rights Exercise Form and via the Internet, etc., only your vote placed via the Internet, etc., will be valid.

In addition, if you submit your vote multiple times via the Internet, etc., only the last vote will be valid.

5. Information on Electronic Provision Measures

In convening this General Meeting of Shareholders, the Bank has taken electronic provision measures to provide information containing Reference Documents for the General Meeting of Shareholders, etc. (the "Matters to be Provided Electronically). The Matters to Provided Electronically are posted on the Bank's website on the Internet.

The Bank's website https://www.gogin.co.jp/ir/stocks/meeting/ (only in Japanese)

In addition to the Bank's website, the Matters to be Provided Electronically are also available on the Tokyo Stock Exchange (TSE) website. Please access the following website to review.

Tokyo Stock Exchange website (TSE Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above, enter and search for the Bank's name or securities code, and select "Basic information" followed by "Documents for public inspection/PR information" to review.

6. Other Matters Regarding the Notice of Convocation

In convening this General Meeting of Shareholders, the Bank will equally send documents stating the Matters to be Provided Electronically to all shareholders, regardless of whether or not a request for delivery of written documents. However, these documents do not include the following items pursuant to the provision of laws and regulations and Article 16 of the Bank's Articles of Incorporation. In addition, such documents are a part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their audit reports.

"Items Regarding Subscription Rights to Shares of the Bank, etc." in the Business Report
"Basic Policy on Internal Control Systems to Ensure Appropriateness of Business" in the Business Report
The "Non-consolidated Financial Statement of Changes in Net Assets" and the "Notes to the Non- consolidated Financial Statements" in the Non-consolidated Financial Statements
The "Consolidated Financial Statement of Changes in Net Assets" and the "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statement

In the case of any revisions to Matters to be Provided Electronically, the revised versions will be posted on each website above.

7. Information For Shareholders Attending the Meeting Venue

For shareholders with physical disabilities, upon request support, will be provided for admission by carers and service dogs, seating guidance, wheelchair support, communication support, and assistance for accompanying sign language interpreters. Please present to reception.
Please refrain from filming, recording, or posting on social networking sites or elsewhere from the meeting venue.
Souvenirs will not be presented to attendees.

End

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

Regarding appropriation of surplus, under the basic policy of securing internal reserves while providing proactive and stable return of profits to shareholders, the Bank proposes the following.

1. Matters concerning year-end dividends

Regarding dividends, the Bank aims for progressive dividends and supported by profit growth. Based on the above, the Bank would like to pay a year-end dividend of 21 yen per share, and in combination with an interim dividend, the annual dividend amounts to 39 yen per share.

Type of dividend property Cash
Matters concerning the allotment of dividend property and the total amount 21 yen per share of common stock of the Bank
The total amount of dividends in this case is 3,241,965,489 yen
Effective date of distribution of surplus June 21, 2024

2. Other matters concerning the appropriation of surplus

Item and amount of surplus to be increased

General reserve

5,000,000,000 yen

Item and amount of surplus to be decreased

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

Proposal No. 2: Election of Eight (8) Directors (Excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed. The Bank is striving to strengthen the functions of the Board of Directors by increasing the number of Independent Outside Directors by one, lifting the ratio of the number of Independent Outside Directors and further improving the diversity of the Board of Directors.

The selection of the candidates was determined by the Board of Directors after deliberations by the Nominating and Compensation Committee, the majority of whose members are Outside Directors.

Audit and Supervisory Committee has reviewed this Proposal and found no particular matters to be stated in accordance with the provisions of the Companies Act.

The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows:

										Attendance at
No.		Name		Current position at the Bank	the meeting of
		the Board of

										Directors
									President and Representative	100%
1	Toru Yamasaki			Reappointment					(12 times/
						Director
									12 times)

	Hiroshi								Director and	100%
2			Reappointment					(12 times/
Yoshikawa							Senior Managing Executive Officer
								12 times)

3	Sawako Yoshioka								Senior Managing Executive Officer	-
		New Appointment

	Hirohisa
4			New Appointment			Senior Managing Executive Officer	-
Ikuta


				Reappointment					100%

5	Yasuyuki Kuratsu			Outside Director			Director	(12 times/
							12 times)
				Independent Director

				Reappointment				100%

6	Yasuhiro Goto			Outside Director			Director	(12 times/
							12 times)
				Independent Director

				Reappointment				100%

7	Chie Motoi			Outside Director			Director	(12 times/
							12 times)
				Independent Director

	Graeme David			New Appointment

8			Outside Director					-
Knowd

			Independent Director


(Note)	The current positions in the Bank are as of the date of preparation of the Reference Documents for the General Meeting of
	Shareholders.

	Name			Past experience, positions, responsibilities,	Number of
No.	(Date of birth)			shares of the
		and significant concurrent positions
				Bank held

		Apr.	1982	Joined the Bank
		Jun.	2006	General Manager of Yonago-nishi Branch
		Jun.	2009	General Manager of Business Planning Dept.
	Toru Yamasaki	Jun.	2012	Executive Officer and General Manager of Management
			Planning Dept.
	(Aug. 20, 1958)	Jun.	2014	Managing Executive Officer
	(Reappointment)	Jun.	2015	Director and Senior Managing Executive Officer
		Jun.	2018	Director, Vice President and Executive Officer
		Jun.	2020	President and Representative Director (current position)	43,000
		(Current responsibilities) Personnel
		shares


		Attendance at
	Mr. Toru Yamasaki possesses a wealth of operational knowledge and experience from
1	the meeting
successively holding important positions, including General Manager of the Business Planning
of the Board

	Department and General Manager of the Management Planning Department, and is well-versed	of Directors:
	in the overall operations of the Bank. He has been serving as Director since June 2015, providing	100%
	appropriate decisions on important management matters, and has contributed to improvements in	(12 times/
	the corporate value of the Bank. Since June 2020, as President and Representative Director, he	12 times)
	has demonstrated the ability to make prompt and rational decisions from a position of
	overviewing the regional economy and business environment in tough economic trends and has
	been leading the management of the Bank as he oversees business execution. The Bank has
	determined that, as President and Representative Director, he is a person capable of
	demonstrating unifying power that moves the organization forward in realizing the business
	philosophy, promoting the creation and reforms, maintaining the soundness of the Bank, and
	contributing to improvements in corporate value in the medium- to long-term, and thus continues
	to nominate him as a candidate for Director.

No.	Name			Past experience, positions, responsibilities,	Number of
		shares of the
(Date of birth)			and significant concurrent positions
			Bank held

		Apr.	1989	Joined the Bank
		Apr.	2008	Deputy General Manager of Yonago Branch
		Jul.	2009	General Manager of Himeji Branch
		Oct.	2012	General Manager of Hanshin-kita Branch
		Jun.	2015	General Manager of Okayama Branch
		Jul.	2017	General Manager of Yonago Branch
		Jun.	2019	Executive Officer and General Manager of Yonago Branch
	Hiroshi Yoshikawa	Jun.	2020	Executive Officer and Chief of Sanyo Headquarters
	(Feb. 23, 1966)	Jun.	2021	Managing Executive Officer and Chief of Sanyo	9,800
	(Reappointment)			Headquarters
		Jun.	2022	Director and Managing Executive Officer	shares
		Apr.	2023	Director and Senior Managing Executive Officer (current	Attendance at
				position)
				the meeting
2		(Current responsibilities)
	of the Board
		Management Planning, Personnel (Deputy General Manager), Solution Sales,
		Money and Capital Markets	of Directors:
					100%
					(12 times/

	12 times)
	Mr. Hiroshi Yoshikawa possesses a wealth of operational knowledge and experience from

	successively holding important positions, including General Manager of the Okayama Branch,
	General Manager of the Yonago Branch, and Chief of Sanyo Headquarters, and is well-versed in
	the overall operations of the Bank. He has been serving as Director since June 2022, performing
	the business management of the Bank in an appropriate, impartial, and efficient manner, and has
	sufficiently fulfilled his duties and responsibilities. The Bank has determined that he is a person
	capable of maintaining the soundness of the Bank and contributing to improvements in the
	corporate value in the medium- to long-term by utilizing his knowledge and wealth of
	experience, and thus continues to nominate him as a candidate for Director.

	Name			Past experience, positions, responsibilities,	Number of
No.			shares of the
(Date of birth)			and significant concurrent positions
			Bank held

		Apr.	1987	Joined the Bank
		Apr.	2013	Assistant Manager of Customer Service Dept.
		Jun.	2013	General Manager of Fukuike Sub-branch
	Sawako Yoshioka	Jun.	2015	General Manager of Koshibara Branch
	Aug.	2018	General Manager of Yonago-nishi Branch
	(Feb. 10, 1967)
	Jun.	2020	General Manager of Yonago Branch
	(New Appointment)
	Jun.	2022	Executive Officer, Chief of Yonago Headquarters
		5,200
		Apr.	2024	Senior Managing Executive Officer and Chief of
		shares
				Tottori Headquarters (current position)

3					Attendance at

the meeting
	Ms. Sawako Yoshioka possesses a wealth of operational knowledge and experience from
	of the Board
	successively holding important positions, including General Manager of the Yonago-nishi
	of Directors:
	Branch, General Manager of the Yonago Branch, and Chief of the Yonago Headquarters, and is
	-
	well-versed in the overall operations of the Bank. She has been serving as Executive Officer

	since June 2022 and as Senior Managing Executive Officer since April 2024, performing the
	business management of the Bank in an appropriate, impartial, and efficient manner, and has
	sufficiently fulfilled her duties and responsibilities. The Bank has determined that she is a
	person capable of maintaining the soundness of the Bank and contributing to improvements in
	the corporate value in the medium- to long-term by utilizing her knowledge and wealth of
	experience regarding bank management from a new perspective going forward, and thus has
	nominated her as a new candidate for Director.

No.	Name			Past experience, positions, responsibilities,	Number of
		shares of the
(Date of birth)			and significant concurrent positions
			Bank held

		Apr.	1989	Joined the Bank
		Jul.	2011	Deputy General Manager of Tottori Branch
		Jun.	2013	General Manager of Matsue-ekimae Branch
		Jun.	2015	General Manager of Kakogawa Branch
		Jun.	2017	General Manager of Kobe Branch
		Jul.	2019	Executive Officer and General Manager of Kobe Branch
		Jun.	2020	Executive Officer and General Manager of Risk
	Hirohisa Ikuta			Management Dept.
	Oct.	2021	Executive Officer and General Manager of Digital
	(Aug. 24, 1965)
			Transformation Promotion Headquarters
	(New Appointment)
	Jun.	2022	Managing Executive Officer and General Manager of

				Digital Transformation Promotion Headquarters	11,000
		Apr.	2024	Senior Managing Executive Officer and General Manager
		shares
				of Digital Transformation Promotion Headquarters (current

4				position)	Attendance at
	(Current responsibilities)
	the meeting
		Digital Transformation Promotion, Financing
		of the Board

					of Directors:

	-
	Mr. Hirohisa Ikuta possesses a wealth of operational knowledge and experience from
	successively holding important positions, including General Manager of the Matsue-ekimae
	Branch, General Manager of the Kobe Branch, and General Manager of the Risk Management
	Department, and is well-versed in the overall operations of the Bank. He has been serving as
	Executive Officer since June 2019, Managing Executive Officer since June 2022, and Senior
	Managing Executive Officer since April 2024, performing the business management of the Bank
	in an appropriate, impartial, and efficient manner, and has sufficiently fulfilled his duties and
	responsibilities. The Bank has determined that he is a person capable of maintaining the
	soundness of the Bank and contributing to improvements in the corporate value in the medium-
	to long-term by utilizing his knowledge and wealth of experience from a new perspective going
	forward, and thus continues to nominate him as a candidate for Director.

	Name		Past experience, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Bank held

		Apr.	1979 Joined The Bank of Tokyo, Ltd. (currently MUFG Bank,
			Ltd.)
		Apr.	1996 Managing Director of Bankers Trust
		Jun.	1997 Managing Director of The Chase Manhattan Bank
		Jun.	1998 Representative of Tokyo Office (concurrently) of Chase
	Yasuyuki Kuratsu		Securities Inc.
	Apr.	2001 Representative Director of Research & Pricing
	(Jun. 23, 1955)
		Technology, Inc. (current position)
	(Reappointment)
	Feb.	2007 Executive Director of Industrial & Infrastructure Fund
	(Outside Director)
		Investment Corporation
	(Independent
	Mar.	2007 Outside Corporate Auditor of Central Tanshi FX Co., Ltd.
	Director)
		(current position)

		Apr.	2015 Senior Fellow of The Institute for International Economic
			Studies (current position)	5,500
		Jun.	2018 Director of the Bank (current position)	shares
		Nov.	2022 Outside Director of Espoirer Co., Ltd.	Attendance at

5		the meeting
	Mr. Yasuyuki Kuratsu possesses specialized insight concerning the international financial sector	of the Board
	and extensive experience in domestic and overseas financial business operations and is well-	of Directors:
	100%
	acquainted with the Bank's regional characteristics as he grew up in the local area. Since taking
	(12 times/
	office as an Outside Director in June 2018, he has aptly performed the duties and responsibilities
	12 times)
	of the position, including providing appropriate advice and suggestions regarding the

	management of the Bank from various angles. The Bank has determined that he is a person
	capable of meeting the expectation that he will continue to offer advice and suggestions
	regarding the overall management of the Bank from a professional and practical viewpoint and
	also conduct decision-making, supervision, and check-and-balance functions on the Board of
	Directors from an objective and neutral position, and thus continues to nominate him as a
	candidate for Director.

	There is no special interest between Mr. Yasuyuki Kuratsu and the Bank.

	Mr. Yasuyuki Kuratsu is a candidate for Outside Director. Furthermore, his term of office as
	Outside Director of the Bank will be 6 years at the conclusion of this General Meeting of
	Shareholders.

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