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General Meetings of Shareholders8544The Keiyo Bank,Ltd.Banks

Notice of Convocation of the 120th Annual General Meeting of Shareholders

For the 120th Annual General Meeting of Shareholders, 7 proposals will be submitted, including the appropriation of surplus, partial amendments to the Articles of Incorporation, the election of directors, and executive compensation. If the amendments to the Articles of Incorporation are approved, the Company will transition to a company with an Audit and Supervisory Committee.

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Resolutions for the General Meeting of Shareholders

Annual (120th fiscal year)
2026
Jun 24
Date and time(Wednesday), 10:00 a.m. (reception opens at 9:00 a.m.)27 days from this disclosure to the meeting
Matters for resolution7 items
  1. Disposition of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 9 directors (excluding directors who are Audit and Supervisory Committee members)

  4. Election of 6 directors who are Audit and Supervisory Committee members

  5. Setting of compensation amounts for directors (excluding directors serving as Audit and Supervisory Committee members)

  6. Setting of compensation amounts for directors serving as Audit and Supervisory Committee members

  7. Determination of the amount and terms of performance-linked share-based compensation and other compensation for directors (excluding directors who are Audit and Supervisory Committee members) and others

Shareholder Proposal

None (not specified)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee15 nominees: 15 new nominees and 7 outside nominees (of the 9 directors, 4 are new nominees and 3 are outside nominees; of the 6 directors who are Audit and Supervisory Committee members, 6 are new nominees and 4 are outside nominees)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (120th fiscal year)
Date and time24 June 2026 (Wednesday), 10:00 a.m. (reception opens at 9:00 a.m.)
Matters for resolutionProposal No. 1: Disposition of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal No. 3: Election of 9 directors (excluding directors who are Audit and Supervisory Committee members), Proposal 4: Election of 6 directors who are Audit and Supervisory Committee members, Proposal No. 5: Setting of compensation amounts for directors (excluding directors serving as Audit and Supervisory Committee members), Proposal No. 6: Setting of compensation amounts for directors serving as Audit and Supervisory Committee members, Proposal No. 7: Determination of the amount and terms of performance-linked share-based compensation and other compensation for directors (excluding directors who are Audit and Supervisory Committee members) and others
Shareholder ProposalNone (not specified)
Director nominee15 nominees: 15 new nominees and 7 outside nominees (of the 9 directors, 4 are new nominees and 3 are outside nominees; of the 6 directors who are Audit and Supervisory Committee members, 6 are new nominees and 4 are outside nominees)
Items this document does not state (1)
Percentage voting in favor

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company will transition to a company with an Audit and Supervisory Committee to further strengthen corporate governance and achieve sustainable growth and improved corporate value over the medium to long term. The compensation proposals were formulated after taking into consideration the scale of the business, compensation structure, number of directors, economic conditions, market trends, and compensation levels at other companies.

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Notice of Convocation of the 120th Annual General Meeting of Shareholders | The Keiyo Bank,Ltd. (8544) timely disclosure | Komori