Gunma Bank : NOTICE OF CONVOCATION OF THE 139TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

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 Japanese originals shall prevail. The Bank (hereinafter defined) assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from or in connection with the translations.

(Securities Code: 8334) May 30, 2024 (Commencement date of electronic provision measures: May 22, 2024)

To Shareholders:

Akihiko Fukai

President and Representative

Director

The Gunma Bank, Ltd.

194 Motosojamachi, Maebashi,

Gunma, Japan

NOTICE OF

THE 139TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 139th Annual General Meeting of Shareholders of The Gunma Bank, Ltd. (the "Bank"). The meeting will be held for the purposes described below.

In convening this General Meeting of Shareholders, the Bank has taken measures to electronically provide the information in the Reference Documents for the General Meeting of Shareholders, etc. (the "matters subject to electronic provision measures"), which are posted on each of the following websites. Please access either of these websites and confirm the information.

[Bank's website] https://www.gunmabank.co.jp/ir/library/en/en4.html

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

(Please access the TSE website above and enter and search for "Gunma Bank" in the issue name (company name) field or the Bank's securities code "8334" in the code field. Then, select "Basic information", "Documents for public inspection/PR information," and check "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection.")

If you are not attending the meeting, you can exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders posted as the matters subject to electronic provision measures and exercise your voting rights by 5:00 p.m. on Wednesday, June 19, 2024, Japan time.

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

2. Place:	3F, Main Conference Room, Head Office of the Bank,
	194 Motosojamachi, Maebashi, Gunma, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report and the Non-consolidated Financial Statements for the

Bank's 139th Fiscal Year (from April 1, 2023 to March 31, 2024)

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2. The Consolidated Financial Statements for the Bank's 139th 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 Board

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Ten (10) Directors

Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members

4. Exercise of Voting Rights, etc.:

1. If a shareholder exercises the voting right both via the Internet and in writing on the Voting Rights Exercise Form, the vote via the Internet shall be deemed to be the intention of a shareholder.
   In addition, if a shareholder exercises voting rights more than once via the Internet, the last vote shall be deemed to be the intention of the shareholder.
   If you return the Voting Rights Exercise Form without indicating approval or disapproval, it shall be deemed a vote of approval for the proposal.
2. In accordance with applicable laws and regulations as well as the Articles of Incorporation of the Bank, among the documents needed to be provided at the time of this notice of convocation, the items below are not described in the documents to be delivered to shareholders who have requested document delivery.
3. 1. "Matters regarding stock acquisition rights of the Bank" in the Business Report
   2. Non-ConsolidatedStatements of Changes in Equity and Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements
   3. Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements in the Consolidated Financial Statements

The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the above items.

1. Should the matters subject to electronic provision measures require revisions, the revised version will be posted on each website stated in this notice of convocation, along with the original version.

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Reference Documents for the General Meeting of Shareholders

Proposals and Matters for References

Proposal No. 1: Appropriation of Surplus

In regard to the appropriation of surplus for this fiscal year, the Bank has considered its profitability conditions and internal reserves. The rate of return to shareholders in respect of the fiscal year, which is the total annual dividends plus acquisition of treasury stock, is approximately 53% of the profit attributable to owners of the parent company.

The Bank hereby proposes the appropriation of surplus as follows.

1. Matters concerning year-end dividends

1. Type of dividend property Cash
2. Matters concerning the allotment of dividends to shareholders and an aggregate amount thereof 12.00 yen per share of common stock of the Bank, with a total of 4,709,864,088 yen

(Since 10.00 yen per share was paid as an interim dividend, annual dividends will be 22.00 yen per share.)

1. Effective date of distribution of dividend June 21, 2024

2. Other matters concerning the appropriation of surplus

1. Item and amount of surplus to be increased

General reserve	15,000,000,000 yen
(2) Item and amount of surplus to be decreased
Retained earnings brought forward	15,000,000,000 yen

(Reference 1) Shareholder return policy

As a regional financial institution, the Bank strives to increase our equity capital and expand shareholder returns by balancing profitability, investment for growth, and other considerations. Specifically, the rate of return to shareholders by way of the total of stable dividends and acquisition of treasury stock will have a target of 40% of profit attributable to owners of the parent company.

(Reference 2) Dividend per 1 ordinary share

Year-end dividend

Interim dividend

JPY13.0	JPY13.0	JPY14.0	JPY18.0	JPY22.0 JPY28.0 (Forecast)
JPY7.0 JPY7.0	JPY7.0	JPY10.0	JPY12.0	JPY14.0 (Forecast)
JPY6.0 JPY6.0	JPY7.0	JPY8.0	JPY10.0	JPY14.0 (Forecast)
F2019	F2020	F2021	F2022	F2023	F2024 (Forecast)

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Proposal No. 2: Election of Ten (10) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Bank hereby proposes the election of ten (10) Directors, adding one (1) Outside Director to strengthen corporate governance further.

The candidates are as follows:

Candidates for Director

Current position at the

Attendance at

No.

Name

Gender

Board of

Bank

Directors

meetings

Akihiko Fukai

Director and President

Male

1

Reelection

12/12 (100%)

Hiroyuki Irisawa

Senior Managing

Male

2

Reelection

12/12 (100%)

Director

Akihiro Goto

Managing Director

Male

3

Reelection

12/12 (100%)

Tsutomu Takei

Managing Director

Male

4

Reelection

12/12 (100%)

Takeo Uchibori

Managing Director

Male

5

Reelection

12/12 (100%)

Akihiko Horie

Senior Managing

6

New

Male

－

Executive Officer

candidate

Candidate for

Jun Kondo

Outside Director

Outside Director

Male

7

Reelection

12/12 (100%)

Independent

Officer

Candidate for

Kuniko Nishikawa

Outside Director

Outside Director

Female

11/12

8

Reelection

Independent

(91%)

Officer

Candidate for

Kazuhito Osugi

Outside Director

Outside Director

Male

9

Reelection

12/12 (100%)

Independent

Officer

Candidate for

10

New

Takuji Kanai

Outside Director

－

Male

－

candidate

Independent

Officer

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No.	Name		Career, positions, and responsibilities at the Bank,	Number of
	shares of the
(Date of birth)		and significant concurrent positions
						Bank held
				April 1984	Joined the Bank
				June 2003	General Manager, Osaka Branch
				June 2005	General Manager, Kiryu Branch
				June 2007	General Manager, Ota Branch
				June 2009	General Manager, Risk Management Department
				June 2011	General Manager, Corporate Planning Department
				June 2013	Director and General Manager, Corporate Planning
					Department
				June 2014	Managing Director and General Manager, Business
	Akihiko Fukai			Planning & Administration Department
		June 2015	Managing Director and in charge of Corporate Planning
	(November 3, 1960)		Department, Systems Development Department and Tokyo
	Reelection				Liaison Office	281,685 shares
	Attendance at	Board	June 2016	Managing Director and in charge of Corporate Planning
		Department, Systems Development Department, Tokyo
	of Directors meetings		Liaison Office and Secretariat
1	12/12			June 2017	Senior Managing Director and in charge of Corporate
				Planning Department, Systems Development Department,
					Tokyo Liaison Office and Secretariat
				October 2017	Senior Managing Director and in charge of Corporate
					Planning Department, Systems Development Department
					and Secretariat
				June 2018	Senior Managing Director and in charge of Corporate
					Planning Department, Personnel Department and
					Secretariat
				June 2019	President and Representative Director and in charge of
					general operations (current position)
	[Reasons for nomination as a candidate for Director]
	Mr. Akihiko Fukai has extensive business experience through involvement not only in the corporate planning
	division and systems development division, but also in the sales division, risk management division and personnel
	and secretariat division, etc., and is well-versed in the operations of the Bank. Additionally, he has served as Director
	since June 2013 and President and Representative Director since June 2019, and has been appropriately fulfilling
	these duties and responsibilities. The Bank has judged that his experience and knowledge can contribute to the
	management of the Bank as Director and has nominated him as a candidate for Director.

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No.	Name	Career, positions, and responsibilities at the Bank,		Number of
	shares of the
(Date of birth)	and significant concurrent positions
							Bank held
			April 1984	Joined the Bank
			October 2003	Administration Deputy Manager, Takasaki Branch
			June 2005	Chairman, Opening Preparation Committee, Tokorozawa
				Corporate Sales Office (Sub-branch)
			October 2006	General Manager, Tokorozawa Branch
			December 2006	Deputy General Manager, Credit Department
			June 2009	General Manager, Credit Operations Office, Credit
				Department
			June 2011	General Manager, Kumagaya Branch
	Hiroyuki Irisawa	June 2014	General Manager, General Affairs Department
	June 2016	Executive Officer and General Manager,	Corporate
	(June 26, 1960)
		Planning Department
	Reelection
		June 2018	Managing Executive Officer and General	Manager,	114,090 shares
				Corporate Planning Department
	Attendance at Board
	June 2019	Managing Director and in charge of Corporate Planning
	of Directors meetings
2	12/12			Department, General Affairs Department and Systems
		Development Department
			June 2020	Managing Director and in charge of Corporate Planning
				Department, General Affairs Department, Systems
				Development Department and
			June 2022	Financial Markets & International Department
			Senior Managing Director and in charge of Business
				Planning & Administration Department, Customer
				Consulting Department, Personal Consulting Department
				and Specialized Finance	Department
			April 2024	Senior Managing Director and in charge of Customer
				Consulting Department, Group Business Strategy
				Department, Specialized	Finance Department and

Personal Loan Administration Department

(current position)

[Reason for nomination as a candidate for Director]

Mr. Hiroyuki Irisawa has extensive business experience through involvement not only in the corporate planning division, but also in the credit division, general affairs division, sales division, etc., and is well-versed in the operations of the Bank. Additionally, he has served as Director since June 2019, and has been appropriately fulfilling these duties and responsibilities. The Bank has judged that his experience and knowledge can contribute to the management of the Bank as Director and has nominated him as a candidate for Director.

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No.	Name	Career, positions and responsibilities at the Bank,	Number of
shares of the
(Date of birth)	and significant concurrent positions
					Bank held
			April 1986	Joined the Bank
			October 2005	General Manager, Kasakake Branch
			August 2008	Deputy General Manager, Personnel Department
			October 2010	Senior Deputy General Manager, Personnel Department
	Akihiro Goto	June 2012	Senior Deputy General Manager, Corporate Planning
		Department
	(July 20, 1962)	June 2014	General Manager, Isesaki Branch
	Reelection		June 2016	General Manager, Inspection & Audit Department
			June 2017	Executive Officer and General Manager, Inspection &	77,856 shares
	Attendance at Board		Audit Department
	of Directors meetings	June 2018	Executive Officer and General Manager, Personnel
3	12/12			Department
		June 2019	Managing Executive Officer and General Manager,
				Personnel Department
			June 2022	Managing Director and in charge of Personnel Department,
				Risk Management Department and Secretariat (current
				position)
	[Reason for nomination	as a candidate for Director]
	Mr. Akihiro Goto has extensive business experience through involvement not only in the personnel division, but
	also in the inspection & audit division, corporate planning division, risk management division, etc., and is well-
	versed in the operations of the Bank. Additionally, he has served as Director since June 2022, and has been
	appropriately fulfilling these duties and responsibilities. The Bank has judged that his experience and knowledge can
	contribute to the management of the Bank as Director and has nominated him as a candidate for Director.

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No.	Name	Career, positions and responsibilities at the Bank,	Number of
shares of the
(Date of birth)	and significant concurrent positions
	Bank held
			April 1986	Joined the Bank
			April 2008	General Manager, Kawagoe Branch
			April 2010	General Manager, Human Resources Development Office,
				Personnel Department
			June 2012	Senior Deputy General Manager, Personnel Department
			July 2013	General Manager, Secretariat
	Tsutomu Takei	June 2015	General Manager, Shibukawa Branch
	(December 6, 1963)	June 2017	Executive Officer and General Manager, Utsunomiya
	Reelection			Branch	126,622 shares
	Attendance at Board	June 2019	Managing Executive Officer and General Manager,
		Business Planning & Administration Department
	of Directors meetings	September 2019 Managing Executive Officer and General Manager, Head
4	12/12			Office Sales Department
		June 2021	Managing Executive Officer and Area General Manager
				(Maebashi, Isesaki and Hokumou)
			June 2022	Managing Director and in charge of Credit Department,
				Operations Administration Department, Operations
				Department and General Affairs Department (current
				position)
	[Reason for nomination	as a candidate for Director]
	Mr. Tsutomu Takei has extensive business experience through involvement not only in the personnel and secretariat
	division, but also in the credit division, operations division, etc., as well as managing the Maebashi, Isesaki and Hokumou
	areas as an Area General Manager, and is well- versed in the operations of the Bank. Additionally, he has served
	as Director since June 2022, and has been appropriately fulfilling these duties and responsibilities. The Bank has
	judged that his experience and knowledge can contribute to the management of the Bank as Director and has nominated him as
	a candidate for Director.

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No.	Name	Career, positions, and responsibilities at the Bank,	Number of
shares of the
(Date of birth)	and significant concurrent positions
	Bank held
			April 1987	Joined the Bank
			August 2009	Deputy General Manager, Corporate Planning Department
			June 2011	General Manager, Takasaki Higashi Branch
			July 2013	General Manager, Sales Strategy Office, Business Planning
				& Administration Department
			June 2014	Senior Deputy General Manager, Corporate Planning
	Takeo Uchibori		Department
	June 2016	General Manager, Ota Branch
	(September 29, 1963)
	June 2018	Executive Officer and General Manager, Credit Department
	Reelection
		June 2019	Managing Executive Officer and General Manager,	67,200 shares
				Corporate Planning Department
	Attendance at Board
	December 2020	Managing Executive Officer and General Manager,
	of Directors meetings
	12/12			Corporate Planning Department
			Representative Director, Gunma Regional Advanced
5				Solution Partners, Inc.
		April 2021	Managing Executive Officer and General Manager,
				Corporate Planning Department
			June 2022	Managing Director and in charge of Corporate Planning
				Department, Systems Development Department and

Financial Markets & International Department

April 2024 Managing Director, Commissioning General Manager,

Digital Innovation Department and in charge of

Corporate Planning Department, Financial Markets &

International Department, Systems Development

Department and Digital Innovation Department (current

[Reason for nomination as a candidate for Director]

Mr. Takeo Uchibori has extensive business experience through involvement not only in the corporate planning division, but also in the credit division, sales division, systems development division, treasury & securities division, etc., and is well-versed in the operations of the Bank. Additionally, he has served as Director since June 2022, and has been appropriately fulfilling these duties and responsibilities. The Bank has judged that his experience and knowledge can contribute to the management of the Bank as Director and has nominated him as a candidate for Director.

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No.	Name	Career, positions, and responsibilities at the Bank,		Number of
	shares of the
(Date of birth)	and significant concurrent positions
			Bank held
			April 1985	Joined the Bank
			June 2005	General Manager, Nakaizumi Branch
			June 2007	General Manager, Shinjuku Yotsuya Branch
			June 2010	Senior Deputy General Manager, Ota Branch
			October 2011	General Manager, Maebashi Branch
			July 2013	General Manager, Omiya Branch
	Akihiko Horie	June 2016	Executive Officer and General Manager, Customer
		Consulting Department
	(October 11, 1962)
	June 2018	Managing Executive Officer and	General Manager,	75,616 shares
	New candidate
			Ota Branch
			June 2020
			Managing Executive Officer and General Manager,
6			June 2021	Business Planning & Administration Department
			Managing Executive	Officer and	Area General
				Manager (Ota, Kiryu, Tatebayashi and Tochigi)
			June 2023	Senior Managing Executive Officer and General
				Manager, Business Planning & Administration
				Department
			April 2024	Senior Managing Executive Officer and General Manager,
				Customer Consulting	Department (current position)
	[Reason for nomination	as a candidate for Director]
	Mr. Akihiko Horie has extensive business experience through involvement not only in the sales division, but also
	managing the Ota, Kiryu, Tatebayashi and Tochigi areas as an Area General Manager, and is well-versed in the
	operations of the Bank. The Bank has judged that his experience and knowledge can contribute to the management
	of the Bank as Director and has nominated him as a candidate for Director.

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