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)
June 5, 2025 (Commencement Date of Electronic Provision Measures: May 29, 2025)
To Shareholders with Voting Rights:Hiroshi Yoshikawa
President and Representative Director THE SAN-IN GODO BANK, LTD.
10, Uomachi, Matsue, Shimane, Japan
NOTICE OF CONVOCATION OFTHE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERSPlease be informed that the 122nd Annual General Meeting of Shareholders of THE SAN-IN GODO BANK, LTD. (the “Bank”) will be held for the purposes as described below.
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 be 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, 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.
TSE website (TSE Listed Company Search)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you choose not to attend the meeting, you may exercise your voting rights in writing or via the Internet, etc. 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 25, 2025 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: Thursday, June 26, 2025 at 10:00 a.m. Japan time (Doors open at 9:00 a.m.)
- Place: Shimane Civic Center (Main Hall)
158, Tonomachi, Matsue, Shimane, Japan
- 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 Accounting Auditor and Audit and Supervisory Committee
Proposals to be resolved:Proposal No. 1: Appropriation of SurplusProposal No. 2: Election of Eight (8) Directors (Excluding Directors who are Audit and Supervisory Committee Members)Proposal No. 3: Election of Five (5) Directors who are Audit and Supervisory Committee MembersProposal No. 4: Election of One (1) Substitute Director who is an Audit and Supervisory Committee Member - 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 the Bank’s Articles of Incorporation.
“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 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.
In the case of any revisions to Matters to be Provided Electronically, the revised versions will be posted on each website above.
- Others
You will need the enclosed Voting Rights Exercise Form to attend the meeting.
Please indicate your vote for or against the proposals on the Voting Rights Exercise Form. If there is no indication of approval or disapproval, it shall be treated as an indication of approval.
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.
If you submit your vote multiple times via the Internet, etc., only the last vote will be valid.
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 venue.
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.
Matters concerning year-end dividends
The Bank would like to pay a year-end dividend of 24 yen per share, and in combination with an interim dividend, the annual dividend amounts to 48 yen per share.
Type of dividend property Cash
Matters concerning the allotment of dividend property and the total amount 24 yen per share of common stock of the Bank
The total amount of dividends in this case is 3,670,112,568 yen
Effective date of distribution of surplus June 27, 2025
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 eight (8) 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 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:
No. | Name | Current position at the Bank | Attendance at the meeting of the Board of Directors | |||
1 | Toru Yamasaki | Reappointment | Chairman and Representative Director | 100% (12 times/ 12 times) | ||
2 | Hiroshi Yoshikawa | Reappointment | President and Representative Director | 100% (12 times/ 12 times) | ||
3 | Sawako Yoshioka | Reappointment | Director and Senior Managing Executive Officer | 100% (10 times/ 10 times) | ||
4 | Hirohisa Ikuta | Reappointment | Director and Senior Managing Executive Officer | 90% (9 times/ 10 times) | ||
5 | Yasuyuki Kuratsu | Reappointment | Director | 100% (12 times/ 12 times) | ||
Outside Director | ||||||
Independent Director | ||||||
6 | Yasuhiro Goto | Reappointment | Director | 100% (12 times/ 12 times) | ||
Outside Director | ||||||
Independent Director | ||||||
7 | Chie Motoi | Reappointment | Director | 100% (12 times/ 12 times) | ||
Outside Director | ||||||
Independent Director | ||||||
8 | Graeme David Knowd | Reappointment | Director | 100% (10 times/ 10 times) | ||
Outside Director | ||||||
Independent Director | ||||||
(Note) The current positions at the Bank are as of the date of preparation of the Reference Documents for the General Meeting of Shareholders.
No. | Name (Date of birth) | Past experience, positions, responsibilities, and significant concurrent positions | Number of shares of the Bank held |
Toru Yamasaki (Aug. 20, 1958) (Reappointment) | Apr. 1982 Joined the Bank Jun. 2006 General Manager of Yonago-nishi Branch Jun. 2009 General Manager of Business Planning Dept. Jun. 2012 Executive Officer and General Manager of Management Planning Dept. Jun. 2014 Managing Executive Officer Jun. 2015 Director and Senior Managing Executive Officer Jun. 2018 Director, Vice President and Executive Officer Jun. 2020 President and Representative Director Apr. 2025 Chairman and Representative Director (current position) | ||
45,000 shares | |||
1 | Attendance at the meeting of the Board of Directors: 100% (12 times/ 12 times) | ||
Mr. Toru Yamasaki possesses a wealth of operational knowledge and experience from successively holding important positions, including General Manager of the Business Planning Department and General Manager of the Management Planning Department, and is well-versed in the overall operations of the Bank. After serving as Director and Senior Managing Executive Officer and Director, Vice President and Executive Officer, he served as President and Representative Director from June 2020, providing appropriate decisions on important management matters, and has contributed to improvements in the corporate value of the Bank. Since April 2025, he has been appropriately fulfilling his duties and responsibilities, including supervision of business execution, as Chairman and Representative Director, and striving to further strengthen corporate governance as the chairman of the Board of Directors. 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. | |||