These documents are translations of parts 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 otherforms of damages arising from the translations.
(Securities Code: 8392)
May 30, 2024
(Start date of measures for electronic provision: May 29, 2024)
To Shareholders with Voting Rights:
Tomiichiro Goto
President
THE OITA BANK, LTD.
4-1, Funaimachi 3-chome, Oita
City, Oita, JapanNOTICE OF CONVOCATION OF
THE 218TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
This is to notify you that the 218th Annual General Meeting of Shareholders of THE OITA BANK, LTD. (the“Bank”) will be held for the purposes as described below. Therefore, your attendance at the meeting is cordiallyrequested.
When convening the General Meeting of Shareholders, we are taking measures for electronic provision, andwe have posted the matters concerning measures for electronic provision as “Notice of Convocation of the 218th
Annual General Meeting of Shareholders” and “Other matters concerning measures for electronic provision(Matters omitted in the delivery document)” on the following website on the Internet (the Japanese websiteonly).
The Bank’s website: https://www.oitabank.co.jp/kabunushi/kabusiki/soukai/ (the Japanese website only)
In addition to the above, it is also posted on the Tokyo Stock Exchange website.
TSE’s Website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter and search for the Bank’s name or securities code, and select “Basic
Information” and “Documents for Public Inspection/PR Information” in order to view.
If you do not attend on the day, you can exercise your voting rights via the Internet or in writing. Please
review the “Reference Documents for the General Meeting of Shareholders,” described in the mattersconcerning measures for electronic provision and exercise your voting rights by 5:30 p.m. on Wednesday, June
19, 2024, Japan time.
1. Date and Time:Thursday, June 20, 2024 at 10:00 a.m.
(Reception starts at 9:00 a.m.)

2. Place:

7F, Main Conference Room, Head Office of the Bank,
4-1, Funaimachi 3-chome, Oita City, Oita, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 218th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 218th Fiscal Year (from
April 1, 2023 to March 31, 2024) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory
Committee
1Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Seven (7) Directors (Except for Directors Serving as Audit &Supervisory Committee Members)2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
1.

Matters concerning year-end dividends
The Bank’s fundamental dividend policy is to provide stable and continuous profit distribution, inview of its public nature as a banking business. To this end, the Bank is striving to strengthen its
financial structure by reinforcing the long-term stability of its management base, enhancing theefficiency of its management, and building sufficient internal reserves.
As for the fiscal year ended March 31, 2024, which was the final year of the Medium-Term
Management Plan 2021, profit attributable to owners of parent, our performance indicator to investors,
significantly exceeded our plan. Taking this opportunity, we will increase the year-end dividend forthe fiscal year 2023 by 5 yen per share from the initial forecast in order to express gratitude to ourshareholders. We will pay the year-end dividend of 50 yen per share for the fiscal year 2023.
Summing the interim dividend of 45 yen per share and the year-end dividend of 50 yen per share,
dividends for the full year amount to 95 yen per share.
(1) Matters concerning the allotment of dividend property to shareholders and the total amount
50 yen per share of common stock, for a total of 790,002,750 yen (excluding treasury stock)
Including the interim dividend, full year dividends for the fiscal year under review amount to 95
yen per share.
(2) Effective date of distribution of surplus
Friday, June 21, 2024

2.

Other matters concerning the appropriation of surplus(1) Item and amount of surplus to be increased
General reserve
4,000,000,000 yen(2) Item and amount of surplus to be decreased
Retained earnings brought forward 4,000,000,000 yen

3Proposal No. 2: Election of Seven (7) Directors (Except for Directors Serving as Audit & Supervisory
Committee Members)
The terms of office of Directors (Except for Directors Serving as Audit & Supervisory Committee
Members; hereinafter, the same shall apply in this proposal) Tomiichiro Goto, Yasuhide Takahashi, Nobuhiko
Okamatsu, Hiroaki Shimonomura, Yasunori Sato, and Hisatsugu Wada will expire at the conclusion of this
General Meeting of Shareholders.
Accordingly, the election of seven (7) Directors is proposed in this proposal.
The candidates for Director are as follows:
Candidate
No.

Name

1

Tomiichiro Goto

Reelection

President and Representative Director

2

Yasuhide Takahashi

Reelection

Senior Managing Director andRepresentative Director

3

Nobuhiko Okamatsu

Reelection

Managing Director

4

Hiroaki Shimonomura

Reelection

Managing Director

5

Yasunori Sato

Reelection

Managing Director

6

Yu Ikeda

7

Hisatsugu Wada

New candidate:Reelection:
Outside:Independent:

Current positions at the Bank

New candidate

Managing Executive Officer
General Manager, Head Office Sales
Department, General Manager, Higashi
BranchReelection
OutsideOutside Director
Independent
Candidate for new Director not serving as Audit & Supervisory Committee Member
Candidate for reelected Director
Candidate for Outside Director
Candidate for Director registered with a stock exchange as Independent Director

4Candidate No. 1

Tomiichiro Goto

Reelection
Date of birth:
May 5, 1955
Number of shares of the Bank held:
2,857 shares
Number of years served as a director upon conclusion of this General Meeting of Shareholders: 11 years
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1978
Joined THE OITA BANK, LTD.
Mar. 2008
General Manager, Public Affairs and Regional Development Department
Oct. 2009
General Manager, Sales Planning DivisionJun. 2010
Full-time Audit & Supervisory Board Member
Jun. 2013
Managing Director
Apr. 2014
Managing Director, General Manager, Strategic Planning Headquarters
Jun. 2014
Managing Director, General Manager, Strategic Planning Headquarters, Executive Officer
Jun. 2015
Senior Managing Director and Representative Director, General Manager, Strategic Planning
Headquarters, Executive Officer
Apr. 2016
President and Representative Director, Executive Officer (current position)
Reasons for nomination as a candidate for Director and the outline of the expected role
Having served as an officer responsible for general planning, sales planning, and personnel affairs at the Bankand as an Audit & Supervisory Board Member of the Bank, Mr. Tomiichiro Goto has been serving as President
since 2016, and has been properly fulfilling his duties and responsibilities. Of the skills that the Board of
Directors of the Bank is required to possess, he possesses skills regarding corporate management, legal affairs
and risk management, finance and accounting, sales consulting, human resources and diversity, regional
economy and local administration, and sustainability, SDGs and ESG. The Bank has nominated him as a
candidate for Director because it judges he is capable of continuing to contribute to improvement of mediumto long-term corporate value of the Bank.

5

Candidate No. 2

Yasuhide Takahashi

Reelection
Date of birth:
Jan. 18, 1963
Number of shares of the Bank held:
2,240 shares
Number of years served as a director upon conclusion of this General Meeting of Shareholders: 7 years
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1985
Joined THE OITA BANK, LTD.
Aug. 2005
General Manager, Enokuma Branch
Jun. 2009
General Manager, Hakata Branch
Apr. 2010
Group Leader, General Planning DivisionJun. 2011
Deputy General Manager, General Planning DivisionJun. 2012
General Manager, Sales Planning Division
Apr. 2014
General Manager, Sales Strategy DivisionJun. 2015
Executive Officer, General Manager, General Planning DivisionJun. 2016
Executive Officer, General Manager, General Planning Division, General Manager, Revenue
Management OfficeJun. 2017
Director, General Manager, General Planning Division, General Manager, Revenue
Management Office, Executive Officer
Jun. 2019
Managing Director, General Manager, Strategic Planning Headquarters, Executive Officer
Jun. 2021
Senior Managing Director and Representative Director, General Manager, Strategic Planning
Headquarters, Executive Officer (current position)
Reasons for nomination as a candidate for Director and the outline of the expected role
Having served as the General Manager of Sales Strategy Division, and General Manager of General Planning
Division at the Bank, Mr. Yasuhide Takahashi has deep insight concerning various issues, profound knowledge,
and a wealth of experience. He has been serving as Senior Managing Director and General Manager of Strategic
Planning Headquarters since 2021. He played a central role in formulating the Medium-Term Management Plan
2024. Of the skills that the Board of Directors of the Bank is required to possess, he possesses skills regarding
corporate management, finance and accounting, sales consulting, market operation, human resources anddiversity, digitalization and administration, and sustainability, SDGs and ESG. The Bank has nominated him asa candidate for Director because it judges he is capable of continuing to contribute to improvement of mediumto long-term corporate value of the Bank.

6

Candidate No. 3

Nobuhiko Okamatsu

Reelection
Date of birth:
Jun. 22, 1961
Number of shares of the Bank held:
3,228 shares
Number of years served as a director upon conclusion of this General Meeting of Shareholders: 4 years
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1984
Joined THE OITA BANK, LTD.
Dec. 2005
General Manager, Inukai Branch
Jun. 2007
Personnel assignment, Human Resources Division
Mar. 2011
General Manager, Tsukumi Branch
Jun. 2013
General Manager, Hita Branch
Jun. 2015
Executive Officer, General Manager, Nakatsu Branch
Jun. 2017Managing Executive Officer, General Manager, Beppu Branch
Jun. 2019
Managing Executive Officer, General Manager, Head Office Sales Department
Jun. 2020
Managing Director, Executive Officer (current position)
Reasons for nomination as a candidate for Director and the outline of the expected role
Mr. Nobuhiko Okamatsu has gained experience in business execution management at divisions including Human
Resources Development Division at the Headquarters of the Bank. In addition, he has a wealth of experience in
key areas in Oita Prefecture, including having served as the General Manager of the branches in Hita, Nakatsu,
and Beppu, and as Managing Executive Officer and General Manager of Head Office Sales Department. In
addition, he has been serving as Managing Director since 2020. Of the skills that the Board of Directors of the
Bank is required to possess, he possesses skills regarding finance and accounting, sales consulting, market
operation, and digitalization and administration. The Bank has nominated him as a candidate for Director
because it judges he is capable of continuing to contribute to improvement of medium- to long-term corporate
value of the Bank.
Candidate No. 4

Hiroaki Shimonomura

Reelection
Date of birth:
Aug. 7, 1962
Number of shares of the Bank held:
6,638 shares
Number of years served as a director upon conclusion of the General Meeting of Shareholders: 3 years
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1985
Joined THE OITA BANK, LTD.
Apr. 2007
Manager, Corporate Sales Unit II, Head Office Sales Department
Mar. 2008
General Manager, Yufuin Branch
Jun. 2011
General Manager, Nakajima BranchAug. 2013
General Manager, Minami Branch
Jun. 2015
General Manager, Loan DivisionJun. 2017
Executive Officer, General Manager, Financial Markets DivisionJun. 2021
Managing Director, Executive Officer (current position)
Reasons for nomination as a candidate for Director and the outline of the expected role
Having served as General Manager of Minami Branch, General Manager of Loan Division, and Executive
Officer, General Manager of Financial Markets Division at the Bank, Mr. Hiroaki Shimonomura has abundantbusiness knowledge and business experience. In addition, he has been serving as Managing Director since 2021.
Of the skills that the Board of Directors of the Bank is required to possess, he possesses skills regarding legal
affairs and risk management, finance and accounting, sales consulting, and market operation. The Bank has
nominated him as a candidate for Director because it judges he is capable of continuing to contribute toimprovement of medium- to long-term corporate value of the Bank.

7

Candidate No. 5

Yasunori Sato

Reelection
Date of birth:
Oct. 19, 1964
Number of shares of the Bank held:
1,130 shares
Number of years served as a director upon conclusion of the General Meeting of Shareholders: 1 year
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1987
Joined THE OITA BANK, LTD.
Jun. 2007
General Manager, Inukai BranchAug. 2009
Group Leader, Sales Administration Department
Jun. 2012
General Manager, Yufuin Branch
Jun. 2014
General Manager, Personal Sales Support Department
Jun. 2016
General Manager, Corporate Sales Support Department
Apr. 2017
General Manager, Corporate Sales Support Department, General Manager, International Sales
OfficeJun. 2017
Executive Officer, General Manager, Corporate Sales Support Department
Jun. 2020
Managing Executive Officer, General Manager, Head Office Sales Department
Nov. 2020
Managing Executive Officer, General Manager, Head Office Sales Department, General
Manager, Higashi Branch
Jun. 2023
Managing Director, General Manager, Sales Administration Division, Executive Officer(current position)
Reasons for nomination as a candidate for Director and the outline of the expected role
Mr. Yasunori Sato has gained experience in General Manager in Yufuin Branch, etc., of the Bank. In
addition, having served as General Manager of Personal Sales Support Department, Executive Officer,
Corporate Sales Support Department, and Managing Executive Officer and General Manager of Head
Office Sales Department, he has abundant business knowledge and business experience. In addition, he has
been serving as Managing Director, General Manager, Sales Administration Division since 2023. Of theskills that the Board of Directors of the Bank is required to possess, he possesses skills regarding financeand accounting, sales consulting, regional economy and local administration, and sustainability, SDGs and
ESG. The Bank has nominated him as a candidate for Director because it judges he is capable of continuing
to contribute to improvement of medium- to long-term corporate value of the Bank.

8

Candidate No. 6

Yu Ikeda

New candidate
Date of birth:
Jan. 21, 1966
Number of shares of the Bank held:
2,818 shares
Past experience, positions, responsibilities and significant concurrent positions
Apr. 1988
Joined THE OITA BANK, LTD.
Jun. 2009
General Manager, Ozai BranchMar. 2012
Group Leader, General Planning DivisionJun. 2014
Deputy General Manager, Human Resources Development DivisionJun. 2017
General Manager, Hita Branch
Jun. 2019
General Manager, General Planning Division
Apr. 2020
General Manager, General Planning Division, General Manager, Revenue Management OfficeJun. 2020
Executive Officer, General Manager, General Planning Division, General Manager, Revenue
Management OfficeJun. 2022
Executive Officer, General Manager, General Planning DivisionJun. 2023
Managing Executive Officer, General Manager, Head Office Sales Department, General
Manager, Higashi Branch (current position)
Reasons for nomination as a candidate for Director and the outline of the expected role
Having served as General Manager of Hita Branch and Managing Executive Officer and General Manager
of Head Office Sales Department at the Bank, Mr. Yu Ikeda has abundant sales experience. He has gained
experience in business execution management at divisions including General Planning Division and Human
Resources Development Division at the Headquarters. In addition, having served as Executive Officer andGeneral Manager of General Planning Division, he has abundant business knowledge and businessexperience. Of the skills that the Board of Directors of the Bank is required to possess, he possesses skills
regarding finance and accounting, sales consulting, human resources and diversity, and sustainability, SDGs
and ESG. The Bank has nominated him as a candidate for Director because it judges he is capable ofcontinuing to contribute to improvement of medium- to long-term corporate value of the Bank.

9

Candidate No. 7

Hisatsugu
Wada

Reelection
Outside Director
Independent Director

Date of birth:Feb. 26, 1953
Number of shares of the Bank held:
100,000 shares
Number of years served as a director upon conclusion of the General Meeting of Shareholders: 1 year
Past experience, positions, responsibilities and significant concurrent positions
Mar. 1976
Joined Sanwa Shurui Co., ltd.
Sep. 1985
Director
Sep. 1989
Managing Director
Oct. 1995
Executive Managing Director
Oct. 2003
Executive Senior Managing Director
Oct. 2008
Representative Director and Executive Vice President
Oct. 2009
Representative Director and President
Apr. 2013
Vice Chairman, Oita Industrial Association (current position)
Nov. 2016
Vice President, Usa chamber of Commerce and Industry (current position)
Oct. 2017
Representative Director and Chairman, Sanwa Shurui Co., ltd.
May 2021
Chairman, Usa City Tourism Association (current position)
Sep. 2021
Chairman, Oita Prefectural Tourism Association “Tourism Oita” (current position)
Jun. 2023
Director (Outside), THE OITA BANK, LTD. (current position)
Oct. 2023
Advisor (part-time), Sanwa Shurui Co., ltd. (current position)
Significant concurrent position
Advisor, Sanwa Shurui Co., ltd.
Vice Chairman, Oita Industrial Association
Vice President, Usa chamber of Commerce and Industry
Chairman, Usa City Tourism Association
Chairman, Oita Prefectural Tourism Association “Tourism Oita”
Reasons for nomination as a candidate for Outside Director and the outline of the expected role
Having been involved in the management of Sanwa Shurui Co., ltd. for many years, Mr. Hisatsugu Wada
has a wealth of knowledge and high-level insight regarding corporate management. Of the skills that theBoard of Directors of the Bank is required to possess, he possesses skills regarding corporate management,
regional economy and local administration, and sustainability, SDGs and ESG. The Bank has nominatedhim as a candidate for Outside Director because it judges he is capable of contributing to improvement of
medium- to long-term corporate value of the Bank, understanding the nature of the challenges facing theBank, and enhancing effectiveness of decision-making and oversight functions of the Board of Directors, byproviding his accurate opinions and advice based on local economic conditions, etc.
(Notes) 1. There are no special interests between each of the candidates for Director and the Bank.
2. Mr. Hisatsugu Wada is a candidate for Outside Director and meet the “Independence Standards for Outside Directorsof the Bank” established by the Bank. The Bank has appointed him Independent Director as defined by the Tokyo Stock
Exchange and the Fukuoka Stock Exchange and notified the said Exchanges of the appointment.
3. Transactions with Mr. Wada as a person and with Sanwa Shurui Co., ltd., where Mr. Wada serves as Advisor• There are normal banking transactions between Mr. Wada as a person and the Group.
• Regarding transactions between Sanwa Shurui Co., ltd., where Mr. Wada serves as Advisor, and the Group, there
are no investments or loans from the Bank as of the end of the fiscal year under review. The Bank has judged that
there is no concern about his independence as neither of them is under control of the other.
4. The Articles of Incorporation of the Bank stipulates that the Bank may conclude a liability limitation contract with an
Outside Director so that he/she will be able to adequately perform his/her expected role as an Outside Director. The
Bank has entered into a liability limitation contract with Mr. Wada. If he is elected, the Bank intends to renew theliability limitation contract with him. The outline of the details of the contract is as follows:• Concerning the liability for damages provided for in Article 423, Paragraph 1 of the Companies Act, the contract
limits his liability for damages to the minimum liability amount defined in Article 425, Paragraph 1 of theCompanies Act, provided that he has performed his duties in good faith and without gross negligence.
5. The Bank has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company to insure all its Directors and Executive Officers. The insurance
contract will cover the damages that the insureds will bear if they are held liable for damages due to their work. The
Bank pays the full insurance premium. There are exemption clauses, for example, claims for damages caused byintention or gross negligence are not covered by the insurance contract. When the candidates assume office of Directors,
they will be insured by the insurance contract. The contract will be renewed during their terms of office.

10

(Reference) Outline of the “Independence Standards for Outside Directors of the Bank”
If Outside Directors meet the following requirements, the Bank judges such Outside Directors as independent.
1. The individual does not fall under the following currently or in the past.
(1) A person engaged in the execution of business (*2) of the Group (*1).
2. The individual does not fall under any of the following currently or over the past three years.
(1) A person engaged in the execution of business of a major borrower (*3) of the Group.
(2) A person engaged in the execution of business of a major business partner (*4) of the Group.
(3) A major shareholder of the Bank (a person who directly or indirectly possesses 10% or more of voting
rights) or a person engaged in the execution of business, corporate auditor, and accounting advisor ofsuch major shareholder.
(4) A person engaged in the execution of business, corporate auditor, and accounting advisor of acompany for which the Group possesses 5% or more of its voting rights.
(5) An accounting auditor or a person engaged in the execution of business of the Group(6) A person who receives more than ¥10 million per year from the Group, in addition to any
compensation received as a director of or a corporate auditor, such as an accounting specialist, legal
specialist, or consultant.
(7) A person engaged in the execution of business of an organization that receives donations from theGroup in excess of ¥10 million per year.
3. A spouse or family member within the second degree of kinship of the individual or a person living with
the individual does not fall under any of the following.
(1) Matters described in items 1 and 2 above.
4. There must be no interlocking relationship of officers.
5. A person has not served as Outside Director in excess of eight years.
6. There must be no reasons based on which a person is deemed not capable of fulfilling duties as
Independent Outside Director, apart from the reasons described above.
7. In the event that a person who fails to meet any of requirements described in items 2 to 5 above isdeemed by the Bank sufficiently independent and appropriate for Outside Director of the Bank in light ofthe person’s personality, insight, etc., the Bank may nominate such person as a candidate for Independent
Outside Director of the Bank, by making an explanation about the reason externally.
(*1) The Bank and its subsidiaries and associates (consolidated subsidiaries).
(*2) An executive director, executive officer, or employee.
(*3) The Bank judges whether such company, etc. could be under significant control of the Group’s
management, comprehensively considering the factors such as its share of credit, ratio of the credit
amount to net sales and total assets, debt repayment period, magnitude in comparison withtransactions such as deposits, transactions with other financial institutions, and determines whether
it is a major borrower.
(*4) The Bank judges whether such company, etc. is in the position that could receive the same degree of
the impact as parent, subsidiaries or associates would receive, due to factors such as net sales, etc.
from transactions between the Group and such company, etc. accounting for a considerable portionof net sales, etc. of such company, and determines whether it is a major business partner.

11

(Reference) Skills Matrix of the Board of Directors
The following is a skills matrix of the Board of Directors if Proposal No. 2 is approved and adopted asoriginally proposed.

Senior Managing Director

Hiroaki Shimonomura

M

Managing Director

Yasunori SatoM

Yu Ikeda

M

Hisatsugu Wada
Masayuki Sagara
Audit & Supervisory Committee

Hiroyuki Hirakawa

Mitsuo Kawano

Sachiko Ohro

Akiko Yamamoto

●

●

●

●

●

●

●

●

●

●

●

●

●

Managing Director●●

Managing Director●●

Director●
Outside Director
Director
M Audit & Supervisory Committee
MemberDirector
M Audit & Supervisory Committee ●MemberDirector
Audit & Supervisory Committee
M●
MemberOutside Director
Director
Audit & Supervisory Committee
F
MemberOutside Director
Director
Audit & Supervisory Committee
F
MemberOutside Director●●

sustainability,
SDGs and ESG
Regional
economy andlocal
administration

M●

Digitalization
andadministration

Nobuhiko Okamatsu●

Human resourcesand diversity
Marketoperation

M

Sales consulting

Yasuhide Takahashi

Chairman of the Board of
Directors
Representative Director
President
Representative Director

Finance andaccounting

M

Legal affairs
and riskmanagement

Tomiichiro Goto

Position planned to be assumed

Corporate
management

Board of Directors

Name

GenderOrganization

Knowledge, experience, and capability, etc. that the Board of the
Director is required to posses

●
●

●

●

●
●
●

●
●

●

●

●

●

●

●

●

●

*The above table does not describe all of the knowledge, experience and capability possessed by each person.

12

●
●

M

●

●

●