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 5, 2023 (Date of commencement of electronic provision measures: May 25, 2023)
To Shareholders with Voting Rights:
Mitsuyoshi Seki
President
The Yamanashi Chuo Bank, Ltd.
20-8, Marunouchi 1-chome,
Kofu, Yamanashi, Japan
NOTICE OF CONVOCATION OF
THE 120TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 120th 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.
The Bank will take measures to prevent the infection of the novel coronavirus disease (COVID-19) for this General Meeting of Shareholders. Please kindly consider the COVID-19 situation and your own physical condition on the date of the event, and decide your attendance in person on the day.
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 Monday, June 26, 2023 Japan time.
1. Date and Time: Tuesday, June 27, 2023 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 120th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank's 120th Fiscal Year (from April 1, 2022 to March 31, 2023) and results of audits of the Consolidated Financial Statements by the Independent Auditor and the Board of Corporate Auditors
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Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal 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: Tuesday, June 27, 2023 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 Monday, June 26, 2023 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 Monday, June 26, 2023 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 Article 17 of 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. Thus, the documents constitute a portion of the documents audited for the preparation of audits reports by the Corporate Auditors and the Independent Auditors.
- "Matters Regarding Share Subscription Rights, Etc. of the Bank," "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.," and "Others" in the Business Report
- "Non-consolidatedStatements of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements
- "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.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 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.
-
Matters concerning year-end dividends
Taking into consideration the business results, etc. for the fiscal year under review, year-end dividends of 25 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 20 yen per share, the full-year dividends for the fiscal year under review will be 45 yen per share, an increase of 5 yen from the previous fiscal year. - Type of dividend property Cash
- Matters concerning the allotment of dividend property to shareholders and the total amount 25 yen per share of common stock, for a total of 778,005,250 yen
- Effective date of distribution of surplus June 28, 2023
- Matters concerning the appropriation of surplus
- Item and the amount of surplus to be increased
General reserve | 2,000,000,000 yen |
(2) Item and the amount of surplus to be decreased | |
Retained earnings brought forward | 2,000,000,000 yen |
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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 | Current positions | Attendance at the Board of | ||||||
at the Bank | Directors meetings | ||||||||
1 | Mitsuyoshi Seki | Reelection | President | 13 out of 14 meetings | |||||
(92%) | |||||||||
2 | Yoshiaki Furuya | Reelection | Senior Managing | 13 out of 14 meetings | |||||
Director | (92%) | ||||||||
3 | Masahiko Yamadera | Reelection | Managing Director | 14 out of 14 meetings | |||||
(100%) | |||||||||
4 | Norihiko Tanaka | Reelection | Managing Director | 14 out of 14 meetings | |||||
(100%) | |||||||||
5 | Hideki Sato | New election | Managing Executive | - | |||||
Officer | |||||||||
6 | Tetsuya Naito | New election | Managing Executive | - | |||||
Officer | |||||||||
Reelection | 14 out of 14 meetings | ||||||||
7 | Michio Masukawa | Outside Director | Director | ||||||
(100%) | |||||||||
Independent Director | |||||||||
Reelection | 14 out of 14 meetings | ||||||||
8 | Riyo Kano | Outside Director | Director | ||||||
(100%) | |||||||||
Independent Director | |||||||||
Reelection | 14 out of 14 meetings | ||||||||
9 | Miki Ichikawa | Outside Director | Director | ||||||
(100%) | |||||||||
Independent Director | |||||||||
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No. | Name | Career summary, positions, responsibilities and significant concurrent | Number of | ||||
shares of the | |||||||
(Date of birth) | positions | ||||||
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 | |||||
Nov. | 2001 | Acting General Manager of Corporate Planning Division and | |||||
Oct. | 2002 | Manager of Planning Section | |||||
Deputy General Manager of Corporate Planning Division | |||||||
and Manager of Planning Section | |||||||
Mitsuyoshi Seki | Aug. | 2004 | Deputy General Manager of Corporate Planning Division | ||||
Jun. | 2005 | General Manager of Business Promotion Division, | |||||
(September 19, | |||||||
Marketing Headquarters | |||||||
1953) | Jul. | 2005 | |||||
Executive Officer and General Manager of Business | |||||||
Reelection | |||||||
Promotion Division, Marketing Headquarters | |||||||
Jun. | 2007 | ||||||
Director and General Manager of Risk Administration | |||||||
Division | 39,500 | ||||||
1 | Mar. | 2008 | Director and General Manager of Personnel Division | ||||
Jun. | 2009 | Managing Director and General Manager of Corporate | shares | ||||
Jun. | 2011 | Planning Division | |||||
Senior Managing Director | |||||||
Jun. | 2017 | President, in charge of auditing | |||||
To present | |||||||
Jun. | 2023 | Corporate Auditor (Outside Corporate Auditor), FUJI | |||||
KYUKO CO., LTD. | |||||||
Scheduled to assume the office | |||||||
nomination as a candidate for Director> | |||||||
Mr. Mitsuyoshi Seki has accumulated a wealth of knowledge and expertise in the divisions of | |||||||
business promotion, corporate planning, corporate administration and personnel, the fields of | |||||||
branch management and others, and has been serving as a Director since June 2007 and as | |||||||
President since June 2017. 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. |
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Disclaimer
The Yamanashi Chuo Bank Ltd. published this content on 25 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2023 07:18:23 UTC.